Citation: 2019 BCSECCOM 239
Partial Revocation Order
Quest Water Global, Inc.
Section 171 of the Securities Act, R.S.B.C. 1996, c. 418
¶ 1 On April 23, 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 Quest Water Global, Inc. (Quest) cease until it files the required records referred to in the Order.
¶ 2 Quest has applied to the Executive Director under National Policy 12-202 Revocation of a Compliance-related Cease Trade Order, for an order under section 171 of the Act for a partial revocation of the Order to permit certain acts in furtherance of a trade and certain issuances of securities as described below.
¶ 3 Quest has represented to the Executive Director that:
1. Quest's head office is located in West Vancouver, British Columbia.
2. Quest is a reporting issuer in the province of British Columbia pursuant to Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets.
3. Quest has an authorized share capital of 95,000,000 shares of common stock, of which 83,164,569 are issued and outstanding.
4. On October 12, 2016, the Executive Director issued a partial revocation order in respect of the Order permitting, among other things, Quest to distribute shares of common stock, which Quest did not complete.
5. Quest is seeking a partial revocation of the Order in order to complete a private placement financing of up to 2,000,000 shares of Quest's common stock at a price of US$0.10 per share for aggregate gross proceeds of up to US$200,000 (the Private Placement).
6. Quest will rely on the accredited investor exemption contained in section 2.3 of National Instrument 45-106 Prospectus Exemptions for the Private Placement.
7. Quest seeks to complete the Private Placement to enable it to raise sufficient funds to prepare and file all outstanding continuous disclosure records and pay all related outstanding fees.
8. The Private Placement is intended to take place in British Columbia.
9. Quest intends to allocate the proceeds from the Private Placement as follows:
| Description | Cost (US$) |
| Accounting, audit and EDGAR agent fees to prepare and file outstanding continuous disclosure documents | 75,500 |
| Filing fees for outstanding continuous disclosure documents | 17,900 |
| Full revocation application filing fees | 2,000 |
| Legal fees | 15,000 |
| Settlement of accounts payable | 87,750 |
| Contingency | 1,850 |
| Total | 200,000 |
10. Within a reasonable time following the completion of the Private Placement, Quest intends to apply to the Executive Director for a full revocation of the Order.
11. Before completing the Private Placement, Quest will:
(a) Provide each investor in the Private Placement a copy of the Order;
(b) Provide each investor in the Private Placement a copy of this partial revocation order; and
(c) Obtain a signed and dated acknowledgement from each investor in the Private Placement which clearly states that, all of Quest's securities, including the securities issued in connection with the Private Placement, will remain subject to the Order, and that the issuance of a partial revocation order does not guarantee the issuance of a full revocation order in the future.
¶ 4 The Executive Director is satisfied that this order is not prejudicial to the public interest.
¶ 5 The Executive Director orders under section 171 of the Act that the Order be partially revoked solely to permit completion of the Private Placement.
¶ 6 August 2, 2019
Allan Lim, CPA, CA
Manager
Corporate Finance