QWTR Quest Water Global Inc (PK)

Item 3.02 Unregistered Sales of Equity Securities

On July 20, 2022, Quest Water Global, Inc. (the “Company”) granted options to purchase an aggregate of 8,500,000 shares of the Company’s common stock (the “Options”) to certain of the Company’s consultants and advisory board members (the “Optionees”). The Options were granted pursuant to the Company’s stock option plan dated effective May 30, 2012 (the “Plan”), and individual agreements with each of the Optionees, and are exercisable at a price of $0.10 per share for a period of five years. Of the Options, 7,700,00 vest immediately and 800,000 vest on the six-month anniversary of the date of grant.

All of the Options are subject to the terms and conditions of the Plan.

The Company granted the Options in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 903 of Regulation S under the Securities Act. The Company’s reliance on Section 4(a)(2) was based on the fact that the grants to U.S. persons did not involve a “public offering” and the applicable Optionees provided representations to the Company that they acquired the relevant Options for investment purposes and not with a view to any resale, distribution or other disposition in violation of United States securities laws or applicable state securities laws. The Company’s reliance on Rule 903 of Regulation S was based on the fact that the relevant Options were granted to the Optionees in “offshore transactions”, as defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts in the United States in connection with the granting of such Options, and the grantees were not U.S. persons and did not acquire the Options for the account or benefit of any U.S. person.