Citation: 2019 BCSECCOM 170
Partial Revocation Order
Perpetual Industries Inc.
Section 171 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 On December 8, 2015, the Executive Director issued an order (the Order) under section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 (the Act) that all trading in the securities of Perpetual Industries Inc. (Perpetual) cease until it files the required records referred to in the Order.
¶ 2 Perpetual Industries Inc. has made an application to the Executive Director under section 171 of the Act for a partial revocation of the Order to permit certain trades in connection with the issuance of securities as described below.
¶ 3 Perpetual represented to the Commission that:
1. Perpetual was incorporated under the laws of the State of Nevada, USA on January 25, 2005.
2. Perpetual’s head office is located in Auburn, Indiana as of March 1, 2019 and was previously located in Calgary, Alberta.
3. Perpetual is a reporting issuer in Alberta and British Columbia, and is not a reporting issuer in any other Canadian jurisdiction.
4. The authorized share capital of Perpetual is comprised of up to 100,000,000 common shares with par value (Common Shares) and, as of the date hereof, there was a total of 35,491,400 issued and outstanding common shares in the
capital of Perpetual.
5. On December 8, 2015, the Executive Director issued the Order in response to the failure of Perpetual to file its annual audited financial statements, management's discussion and analysis, and annual information form for the year ended July 31, 2015 (the required records).
6. Perpetual is also subject to a cease trade order issued by the Alberta Securities Commission on December 4, 2015 in response to Perpetual's failure to file the required records (the AB CTO, together the Order, the CTOs).
7. Other than what is described in this order, Perpetual has not been subject to any other cease trade orders.
8. Perpetual seeks to complete a private placement of an amount of up to a maximum of USD $200,000 by way of the issuance of Common Shares at a price of USD $0.05 per Common Share to one or more subscribers pursuant to the "Accredited Investor" exemption under section 2.3 of National Instrument 45-106 Prospectus Exemptions (the Private Placement).
9. The Private Placement is intended to take place in the State of Indiana, United States.
10. Perpetual reasonably expects the proceeds from the Private Placement will be used in a manner consistent with the table below:
| Legal Fees | USD $65,000 |
| Audit Fees | USD $50,000 |
| Late Filing and Participation Fees | USD $25,000 |
| Accounting Fees | USD $25,000 |
| Registrar and Transfer Agent Fees | USD $10,000 |
| Total | USD $175,000 |
11. Perpetual has concurrently applied for a partial revocation of the AB CTO.
12. Upon the issuance of this order, Perpetual will issue a news release and file a material change report announcing, among other things, the Private Placement and this order.
13. Perpetual reasonably expects that the proceeds raised from the Offering will be sufficient to bring its continuous disclosure up to date and to apply for a full revocation of the CTOs and pay all outstanding related fees.
14. Within a reasonable time following the completion of the Private Placement, Perpetual intends to apply to the Executive Director for a full revocation of the Order.
¶ 4 Before completing the Private Placement, Perpetual will:
1. provide each subscriber with a copy of the Order;
2. provide each subscriber with a copy of this partial revocation order; and
3. obtain and, upon receipt, provide to the Commission signed and dated acknowledgements from all subscribers, which clearly state that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
¶ 5 The Executive Director is satisfied that this order is not prejudicial to the public interest.
¶ 6 The Executive Director orders under section 171 of the Act that the Order be partially revoked solely to permit the completion of the Private Placement.
¶ 7 May 8, 2019
Michael L. Moretto, CPA, CA
Chief of Corporate Disclosure
Corporate Finance