Securities Law & Instruments

Headnote

Section 144(1) -- Application to vary a cease trade order -- cease trade order varied to permit individual beneficial shareholder, who is not an insider or control person, to sell securities outside of Canada, subject to conditions.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am., ss. 127, 144.

IN THE MATTER OF THE SECURITIES ACT, R.S.O. 1990, c. S.5, AS AMENDED (THE "ACT") AND IN THE MATTER OF OILSANDS QUEST INC. (THE "ISSUER") AND HELEN PO KAY CHEUNG (THE "APPLICANT")

ORDER (Section 144(1) of the Act)

WHEREAS the Ontario Securities Commission (the "Commission") issued an order on August 8, 2012, under paragraph 2 of subsection 127(1) and subsection 127(5) of the Act, ordering that trading in the securities of the Issuer cease trading for a period of fifteen days from the date of the order;

AND WHEREAS the Commission issued a further order dated August 20, 2012, pursuant to paragraph 2 of subsection 127(1) of the Act, ordering that all trading in the securities of the Issuer shall cease until revoked by a further order (the "Cease Trade Order");

AND WHEREAS the Applicant has made an application to the Commission pursuant to section 144(1) of the Act to vary the Cease Trade Order;

AND WHEREAS the Issuer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, Prince Edward Island and Newfoundland;

AND WHEREAS the trading of the Issuer's common shares have also been cease traded by the British Columbia Securities Commission since July 24, 2013 and the Alberta Securities Commission (the "ASC") since August 2, 2012;

AND WHEREAS the Applicant has represented to the Commission that:

1. The Applicant presently owns 600 common shares in the capital of the Issuer, which were purchased on September 27, 2007, prior to the issuance of the Cease Trade Order (the "Subject Shares").

2. The Issuer's securities are not listed on and do not trade on any exchange in Canada.

3. The Issuer's securities are not subject to cease trade orders in jurisdictions outside of Canada. The Issuer's securities currently trade on the OTC Markets Group -- Pink Sheets (the "OTC Market").

4. The Applicant is not an insider or control person of the Issuer, nor has been employed by or is in any way affiliated with the Issuer.

5. The Applicant is seeking a variation of the Cease Trade Order under section 144(1) of the Act permitting the Applicant to dispose of the Subject Shares outside of Canada.

AND UPON the Commission being satisfied that:

a) the terms and conditions to the Cease Trade Order puts the Applicant in a disadvantage to non-Canadian shareholders who are free to trade their shares on OTC Market; and

b) it is not prejudicial to the public interest to vary the Cease Trade Order under section 144(1) of the Act;

IT IS ORDERED that, pursuant to section 144(1) of the Act, the Cease Trade Order be varied by including the following section:

Despite this order, Helen Po Kay Cheung, who is not, and was not at the date of this order, an insider nor a control person of Oilsands Quest Inc., may sell securities of Oilsands Quest Inc. acquired before the date of this order, if:

1. the sale is made through the OTC Markets Group; and

2. the sale is made through an investment dealer registered in Ontario;

DATED this 30th day of May, 2014.

"Kathryn J. Daniels"
Deputy Director
Corporate Finance Branch