Xebec Adsorption Inc.

Xebec Adsorption Inc.

December 03, 2008 23:59 ET

QuestAir Technologies Announces 2008 Results and Outlook for Fiscal 2009

BURNABY, BC, Dec. 3 - QuestAir Technologies Inc. ("QuestAir" or
"the Company"; AIM: QAR; TSX: QAR) reports its financial and operational
results for the fiscal year ended September 30, 2008 ("fiscal 2008"). All
amounts are in Canadian dollars unless otherwise noted.

QuestAir will hold a conference call and webcast to discuss its results
at 10:00 am EST on December 4, 2008. Participants can access the call by
dialing 1-800-731-6941 (North America), 00-800-2288-3501 (United Kingdom) or
416-644-3426 (other regions) and entering code 21290565 followed by number
sign when prompted, or listen to the webcast by entering
http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID=2492160 into their

2008 Highlights
- Record revenue: Revenue was $11.4 million for the year, an increase
of $4.4 million or 63% compared to fiscal 2007. This is the highest
revenue achieved in QuestAir's history and represents a substantial
improvement over the prior fiscal year. The growth in revenues was
driven by fourth quarter performance, with record quarterly revenue
of $4.9 million being recognized in the final quarter of the fiscal

- Strong cash balance: QuestAir ended the year with $9.6 million in
cash and short-term investments, including $0.3 million of restricted
cash. The strong cash balance will allow the Company to weather the
current economic crisis.

- Prudent cash management: Cash used by operations and capital
requirements was $7.1 million for the year, a decrease of $3.4
million or 33% compared to fiscal 2007. Management's efforts to
reduce cash usage in March 2008 paid off considerably in the second
half of the fiscal year, with cash usage for the last six months of
fiscal 2008 totaling $2.1 million compared to $5.2 million for the
same period in fiscal 2007, and $5.0 million for the first
half of fiscal 2008.

- Higher margins: Net loss fell considerably as a result of lower
operating expenses and higher margins in fiscal 2008 compared to the
prior year. Net loss was $7.6 million ($1.09 per share) for the year,
a decrease of $4.8 million or 38% from $12.4 million ($2.37 per
share) in fiscal 2007.

"Our financial results for fiscal 2008 were positive, with significant
increases in revenues, strong growth in gross profit which reduced our net
loss for the year, and substantial reductions in cash usage," said Andrew
Hall, President and CEO of QuestAir: "The measures that management undertook
at mid-year to reduce our operating expenses had an immediate decisive effect,
as shown by the dramatic reduction in cash usage in the second half of the
fiscal year compared to prior periods."

Operating Review & 2008 Milestone Update

Fiscal 2008 was a transformational year for QuestAir.

Key orders from strong partners

QuestAir made substantial headway in the biogas market during the year,
signing supply and distribution agreements with two repeat customers. The
Company signed supply and distribution agreements with Phase 3 Developments
and Investments LLC ("Phase 3") in the United States and Verdesis Suisse SA
("Verdesis") in Europe. These two companies are strong supporters of
QuestAir's products, having integrated its PSAs into their biogas upgrading

In April 2008, QuestAir announced an order from Phase 3 to provide an
M-3200 PSA to the Hilarides Dairy in Lindsay, California. The PSA will be
integrated into a commercial-scale plant designed to generate renewable
compressed natural gas ("CNG") vehicle fuel from agricultural waste.

Also during the year, QuestAir received two new orders from Verdesis for
M-3200 methane purification systems to be installed in Europe. Both systems
will purify methane generated from anaerobic digestion of organic waste.

Expanding product and service offerings

In 2008 QuestAir expanded its product offering and is now marketing
integrated upgrading plants that include all the equipment necessary to
produce compressed purified renewable natural gas from raw biogas.

"These plants offer biogas project developers a turn-key biogas upgrading
solution," said Hall. "In addition, we plan to offer value-added services
including plant operating contracts and maintenance contracts. By expanding
our product and services offering, we expect to increase the size of our
addressable market, the paths to market, and the dollar value of equipment
orders, and provide the opportunity to generate recurring revenue streams over
the lifetime of the equipment."

In July, the British Columbia Government announced funding for several
clean energy projects through the Innovative Clean Energy ("ICE") Fund.
QuestAir expects to supply biogas upgrading plants for two of these projects,
including a $1.1 million biogas upgrading project at the Lions Gate Wastewater
Treatment Plant in West Vancouver. The project will recover and upgrade biogas
generated from the digestion of municipal sewage. QuestAir is working with
Terasen Gas, the local gas utility, and Metro Vancouver (the owner of the
waste water treatment facility) on this project, which is expected to supply
renewable energy to heat approximately 100 homes.

In September, QuestAir entered into a Memorandum of Understanding with
Terasen Gas to work jointly on the development of potential projects to
produce supplies of biomethane from organic waste. Renewable natural gas
generated from these projects would be injected into the existing pipeline
system operated by Terasen Gas for distribution to homes and businesses.

In the hydrogen purification market, QuestAir made less progress than
anticipated during fiscal 2008. QuestAir secured a number of orders for H-3200
PSAs, including the sale of two H-3200 PSAs for hydrogen plants in Mexico and
Russia, and three hydrogen PSAs to Iwatani for the Japanese market.

"However, we did not achieve our objective of growing the hydrogen PSA
business in fiscal 2008," commented Hall. "In the refinery hydrogen market, we
achieved a substantial technical success with the completion of the field test
of the H-6200 hydrogen purifier at an ExxonMobil affiliate refinery in France.
However, marketing efforts in the refinery market were impacted by the recent
drop in oil prices, as well as by delays in certain target customer projects
that affected near-term H-6200 sales prospects."

Reduced R&D expenses

During fiscal 2008, QuestAir continued efforts to reduce operating costs.
In March 2008, QuestAir announced a corporate reorganization that is expected
to result in annualized savings of $1.25 million. At the same time, the
Company announced a new engineering service contract with ExxonMobil Research
and Engineering ("EMRE") valued at US$6.35 million, which will allow for the
further development and commercialization of QuestAir's rapid-cycle PSA

"This agreement has allowed us to redeploy resources towards
customer-funded development activities, substantially reducing research and
development expenses going forward," said Hall.

The combination of the new agreement with EMRE and the cost savings
measures allowed QuestAir to revise its financial guidance for fiscal 2008. In
March 2008, the Company raised forecasted revenue guidance for fiscal 2008 to
a range of $11 million to $12 million, from prior guidance of $9 million to
$10 million. At the same time, the Company lowered guidance for cash used in
operations and capital expenditures for fiscal 2008 to the range of $6.5
million to $7.5 million, compared to prior guidance of less than $8 million.
Financial results for fiscal 2008 were within these revised guidance ranges.

In the third quarter of the fiscal year, QuestAir successfully completed
an equity offering, raising gross proceeds of $9 million. The subsequent
credit crisis and collapse of the equity markets highlights the importance of
completing the offering in the spring. The funds raised provide substantial
liquidity to the Company with which to weather the current economic crisis.

2009 Outlook and Milestones

Entering fiscal 2009, QuestAir is balancing a challenging near-term
economic environment in certain market segments with opportunities in markets
that provide valuable incentives to grow the renewable natural gas industry.
In the biogas market, growth prospects in the European market remain strong,
as the recent introduction of subsidies for biogas upgrading projects in
Germany is expected to drive significant growth in that market in 2009. In the
North American biogas market, the recent fall in natural gas prices from
historic highs is expected to have some impact on marginal biogas projects,
particularly some single farm projects where the economies of scale are not

"The longer term macro-economic drivers of the biogas market in North
America remain strong, and a growing number of gas utilities and governments
in North America are actively supporting the development of biogas upgrading
projects as a source of renewable natural gas," said Hall.

"In addition, the production of renewable CNG vehicle fuel from biogas
represents a significant value-added end use of biogas that we expect will
drive additional growth in the biogas upgrading market."

In the hydrogen market, demand for purification solutions in the oil
refining and steel manufacturing sectors is expected to fall as a result of
the current economic climate. However, in some cases this may mean that
capital projects are scaled back, resulting in the purchase of smaller
capacity hydrogen plants or purification systems - a market where QuestAir has
a competitive advantage. QuestAir will continue to sell hydrogen PSAs to
existing customers in markets where it has a competitive advantage, and focus
on industries and geographies where demand for hydrogen remains strong.

The economic climate has affected QuestAir's business in the refinery
hydrogen market. Oil prices have declined over 65% from their peak in July. In
turn, many oil refineries have delayed capital projects and reduced capital
spending. While management believes that the market opportunity for the H-6200
refinery hydrogen purifier remains strong some delay in the development of
additional H-6200 projects is expected, and at present management does not
have adequate visibility to forecast an H-6200 sale in fiscal 2009.

QuestAir well positioned going forward

Commenting on the outlook for 2009, Hall said "Despite current economic
conditions, we are confident that QuestAir is well positioned going forward
from a cash, product and strategy standpoint. Fiscal 2009 will be an important
year in terms of building out the Company's biogas-focused strategy while
ensuring that we continue to serve our core customers in the hydrogen market."

In the biogas market, QuestAir's key areas of focus over the coming year
will include:

- Growth of sales of biogas PSAs to key partners and systems

- Receipt of initial orders for integrated biogas upgrading plants and
expansion of the Company's product and service offering to include
operating and service contracts to support these initial plant sales;

- Expansion of market channels through additional partnerships with
project developers and/or gas utilities, particularly in the biogas-
to-CNG market segment.

In the hydrogen market, QuestAir is focused on improving the
competitiveness of its hydrogen PSA product line through performance
improvements and cost reductions. These steps are intended to support its core
customers in the hydrogen plant and hydrogen recovery markets.

The strong order backlog as at September 30, 2008 will support revenues
in fiscal 2009 that are forecasted to be in the range of $10 million to $12
million, compared to $11.4 million in fiscal 2008. The continued focus on
prudent cash management and reducing investment in self-funded research and
development ("R&D") means the Company will see further reductions in cash burn
in fiscal 2009. The Company is forecasting cash used in operations and capital
expenditures of $4 million to $5 million, down from $7.1 million in fiscal

"Our efforts to grow the biogas business, particularly the emphasis we
are placing on expanding our channels to market and selling complete
solutions, will not be reflected in our financial results immediately.
However, we expect that substantial progress will be made in fiscal 2009 to
implement our biogas-focused growth strategy, which will translate into
improved financial performance in future fiscal years," Hall said.

Fiscal 2008 Financial Results

Operating Results

The following table provides a breakdown of revenues from the sale of gas
purification systems and engineering service contracts for the reported

For the years ended September 30,
2008 2007
Gas purification systems 7,757,981 6,322,595
Engineering service contracts 3,674,275 689,571
Total revenue 11,432,256 7,012,166

Total recognized revenue for fiscal 2008 was the highest in the Company's
history, increasing 63% compared to the prior period. Revenue from gas
purification systems was up 23% year over year while revenue from engineering
service contracts increased four-fold over the prior year.

Fluctuations in recognized revenue and the receipt of new sales orders
are to be expected in the markets that the Company serves. Consequently,
management believes that both recognized revenue and changes in sales order
backlog should be monitored together to determine the strength of QuestAir's
commercial operations.

QuestAir's sales order backlog is defined as future revenue from signed
contracts that have not yet been recognized as revenue. The following table
provides an analysis of the changes in sales order backlog for the years ended
September 30, 2008 and 2007:

(Unaudited) For the year ended September 30,
Gas Engineering
Purification Service
Systems Contracts Total
Opening Balance 8,954,635 2,099,130 11,053,765
Bookings 3,574,586 6,482,200 10,056,786
Revenue (7,757,981) (3,674,275) (11,432,256)
Adjustments(1) 731,202 458,391 1,189,593
Ending Balance 5,502,442 5,365,446 10,867,888

(Unaudited) For the year ended September 30,
Gas Engineering
Purification Service
Systems Contracts Total
Opening Balance 4,908,298 135,594 5,043,892
Bookings 10,802,921 2,809,275 13,612,196
Revenue (6,322,595) (689,571) (7,012,166)
Adjustments(1) (433,989) (156,168) (590,157)
Ending Balance 8,954,635 2,099,130 11,053,765

(1) Includes adjustments for fluctuations in foreign currency exchange

New orders for gas purification systems were markedly lower than the
prior year due to a number of factors. The strong Canadian dollar for much of
fiscal 2008 made the Company's products less competitive in the United States,
which resulted in lower sales and reduced margins on US denominated contracts.
Further, the Company's low cash balances prior to completing an equity
offering in the third quarter of fiscal 2008 adversely impacted its ability to
secure certain orders due to customer uncertainty about its financial
position. Later in the year, sales activities were hampered by the credit
crisis and the drop in oil prices, which management believes contributed to
certain target customers delaying projects. Finally, the Company did not meet
the objective of securing its first commercial order of an H-6200 during the
year, contributing to lower PSA bookings.

In Europe, delays in the ratification of government incentives for biogas
upgrading projects in Germany (referred to as the EEG Act) delayed a number of
biogas projects in the German market. These delays directly impacted sales
prospects for QuestAir's PSA systems. In spite of these challenges, the
Company received several orders for methane purification products during the
year, including an order for an M-3200 for use in the "Biomethane for Vehicle
Fuel" project located at the Hilarides Dairy in California. Orders for
hydrogen purification products included an order valued at approximately $1
million for an H-3100 hydrogen PSA system from Iwatani to be used in a new
hydrogen recovery project in Japan.

During fiscal 2008, the Company signed a significant engineering service
contract with EMRE valued at US$6.35 million, which accounted for the majority
of its new engineering service contract bookings in the year.

The following table provides a calculation of gross profit for the
reported years:

For the years ended September 30,
2008 2007
Revenue 11,432,256 7,012,166
Cost of goods sold 8,030,894 7,007,989
Gross Profit 3,401,362 4,177
Gross Margin (%) 29.8% 0.1%

Gross profit increased in fiscal 2008 compared to the prior year due in
part to an increase in revenue recognized on engineering service contracts,
which tend to generate higher gross margins than equipment sales. In addition,
gross profit was significantly lower in the prior fiscal year due to losses
being recognized on the sale of the prototype H-6200 hydrogen purifier.
Margins are expected to fluctuate from year to year depending on the mix of
revenues recognized from engineering service contracts and gas purification

Gross R&D expenditures, offsetting government funding and the resulting
net R&D expenditures for the relevant periods, were as follows:

For the years ended September 30,
2008 2007
Gross R&D Expenditure 3,004,486 5,175,521
Government & Partner Funding - (374,929)
Net R&D Expenditure 3,004,486 4,800,592

In fiscal 2008, management decided to limit the amount of self-funded R&D
activities in order to reduce its operational cash usage. As a result, the
Company underwent a reorganization to reduce development-related staffing and
entered into a US$6.35 million engineering service contract with EMRE to fund
additional development of the Company's rapid-cycle PSA technologies. The
contract has allowed QuestAir to redeploy human resources from self-funded R&D
activities to funded engineering service contracts. As a result, QuestAir saw
a 37% reduction in net R&D expenditures for fiscal 2008 compared to the prior

General and administrative ("G&A") expenses increased in fiscal 2008 to
$3,981,455 from $3,667,756 for the prior year. In each of fiscal 2008 and
2007, the Company restructured operations and terminated employees, resulting
in severance costs and termination benefits of $955,080 and $564,030 being
recorded in G&A expenses in fiscal 2008 and 2007 respectively.

Sales and marketing expenses were $1,796,842 for fiscal 2008, a decrease
of 15% compared to $2,117,706 for the prior year. The reduction in sales and
marketing expenses for fiscal 2008 reflects a decrease in variable selling
costs resulting from lower gas purification equipment orders compared to the
prior year.

This is the first fiscal year that "Operations" appears as a caption on
the Company's financial statements, and is the result of the restructuring
undertaken in the prior fiscal year to increase resources dedicated to
commercial activities and to reduce R&D expenditures. Consistent with its
accounting policy, comparative amounts have been reclassified where necessary
to conform to the presentation adopted in the current fiscal year. Included in
Operations are expenses related to supply chain management, shipping and
receiving, quality management and non-development related engineering
activities. Operations expenses were $1,478,150 for fiscal 2008 compared to
$936,951 for the prior year. The increase in Operations expenses is primarily
due to the addition of human resources to the department.

Other income and expense netted to an expense of $49,240 for fiscal 2008
compared to $47,752 in the prior year. Royalty expense includes a $495,037
unconditional, one-time payment to Technology Partnerships Canada related to
the amendment agreement entered into during fiscal 2008.

Net loss declined 38% in fiscal 2008 compared to the prior year,
reflecting the higher gross profit in the year and lower R&D expenses. Net
loss for fiscal 2008 was $7,642,933 or $1.09 per share, compared to
$12,417,412, or $2.37 per share, for the prior year. Loss per share decreased
in the current year as a result of a decrease in the net loss compared to the
prior year and an increase in the weighted average number of common shares
outstanding upon completion of an equity financing in 2008.

Capital expenditures net of government funding and proceeds on sale ("Net
CAPEX") for fiscal 2008 were $342,926 compared to $412,249 for the prior year.
Net CAPEX were higher in the prior year resulting from the addition of a
three-year capital lease in fiscal 2007. It is expected that capital
expenditures will fluctuate from year to year depending on the requirements of
specific product development programs and administrative needs.

Liquidity and Capital Resources

Cash and short-term investments were $9,327,297 at September 30, 2008
compared to $8,786,692 at September 30, 2007. Not included in cash and
short-term investments at September 30, 2008 was $281,005 of restricted cash
to secure letters of credit with customers compared to $340,802 at September
30, 2007.

Cash used by operations and capital requirements decreased 33% in fiscal
2008 to $7,087,083, compared to $10,525,458 for the prior year. The decrease
in cash usage reflects the lower net loss for the year compared to fiscal

In addition to cash reserves, the Company has access to a US$1 million
accounts receivable line of credit and a US$1 million term loan. As at
September 30, 2008, the Company had drawn $190,924 under the term loan, as
well as $480,683 (net of repayments) under prior term loan agreements.
QuestAir is in compliance with all bank covenants.

During the fiscal year the Company raised gross proceeds of $9,000,000
through the offering of 60,000,000 subscription receipts, which were
automatically converted into common shares and share purchase warrants
following receipt of shareholder approval of the offering. Net proceeds from
the offering were $7,918,882 after share issuance costs of $1,264,718,
including $183,600 of non-cash expenses.

On June 27, 2008, the Company completed a common share consolidation on a
10 for 1 basis, reducing the number of common shares outstanding from
112,683,647 to 11,268,318. All share data for the period ended September 30,
2008 are reported on a consolidated basis and the basic and diluted earnings
per share data have been adjusted retroactively for all periods presented to
reflect the common share consolidation.

Further information on QuestAir's financial results for the year ended
September 30, 2008 can be found in the Company's 'Management Discussion and
Analysis' ("MD&A") at www.sedar.com.

Balance Sheets

Audited (expressed in Canadian dollars) As at As at
September 30, September 30,
2008 2007

Current assets
Cash and cash equivalents $ 9,265,249 $ 5,726,245
Restricted cash 281,005 340,802
Short-term investments 62,048 3,060,447
Accounts receivable - net of allowance for
doubtful accounts of $92,689 (2007 - $nil) 974,404 1,412,983
Inventories 5,214,342 4,376,717
Prepaid expenses 199,269 256,378
15,996,317 15,173,572

Long-term assets
Property, plant and equipment 1,329,986 1,703,872
Other long-term assets 178,930 175,080
$ 17,505,233 $ 17,052,524
Current liabilities
Accounts payable and accrued liabilities $ 2,896,307 $ 2,791,139
Deferred revenue 4,735,258 4,546,584
Current portion of bank debt 443,345 564,306
Current portion of obligation under
capital lease 105,479 97,822
Derivatives 412 75,874
8,180,801 8,075,725

Long-term liabilities
Bank debt 228,262 356,030
Obligation under capital lease - 97,822
8,409,063 8,529,577
Shareholders' Equity
Share capital
Unlimited common shares, voting,
no par value
Unlimited preferred shares, issuable
in series, no par value
Common shares 115,363,615 109,383,859
Contributed surplus 8,863,225 6,626,825
Deficit (115,130,670) (107,487,737)
9,096,170 8,522,947
$ 17,505,233 $ 17,052,524


Statements of Operations, Comprehensive Loss and Deficit

Audited (expressed in Canadian dollars) For the years ended
September 30, September 30,
2008 2007

Revenues $ 11,432,256 $ 7,012,166

Cost of goods sold 8,030,894 7,007,989
Gross profit 3,401,362 4,177
Operating expenses

Research and development - net 3,004,486 4,800,592

General and administration 3,981,456 3,667,755

Sales and marketing 1,796,842 2,117,706

Operations 1,478,150 936,951

Amortization 734,121 850,833
10,995,055 12,373,837
Loss before undernoted (7,593,693) (12,369,660)
Other income (expense)

Interest income 199,493 522,524

Royalty expense (632,895) (160,984)

Other income (expense) 384,162 (409,292)
(49,240) (47,752)
Loss and comprehensive loss for the year (7,642,933) (12,417,412)

Deficit - Beginning of year (107,487,737) (95,045,478)

Unrealized foreign exchange loss on
derivatives - (24,847)
Deficit - End of year $(115,130,670) $(107,487,737)
Basic and diluted loss per share $ (1.09) $ (2.37)

Weighted average number of common shares
outstanding 7,019,409 5,247,331

Statements of Cash Flows

Audited (expressed in Canadian dollars) For the years ended
September 30, September 30,
2008 2007

Cash flows from operating activities
Loss for the year $ (7,642,933) $ (12,417,412)
Items not involving cash
Amortization 734,121 850,833
Gain on sale of property, plant and
equipment (17,309) (412)
Unrealized foreign exchange
(gain) loss on derivatives (75,462) 51,027
Non-cash compensation expense 297,131 458,067
Foreign currency loss (gain) 12,240 (32,489)
(6,692,212) (11,090,386)

Changes in non-cash operating working
Accounts, grants and funding
receivables 438,579 517,638
Inventories (837,625) (866,209)
Prepaid expenses 53,259 30,877
Accounts payable and accrued
liabilities 105,168 (1,304,932)
Deferred revenue 188,674 2,599,803
(51,945) 977,177
(6,744,157) (10,113,209)

Cash flows from investing activities

Decrease in short-term investments 3,060,447 7,400,000
Increase in short-term investments (62,048) (3,060,447)
Purchase of property, plant and equipment (364,768) (426,729)
Government grants and funding related to
property, plant and equipment - 5,434
Proceeds on sale of property, plant and
equipment 21,842 9,046
Decrease in restricted cash 59,797 915,552
2,715,270 4,842,856

Cash flows from financing activities

Proceeds from financing 9,000,000 -
Share issue cost (1,081,118) -
Issuance of common shares on exercise of
stock options 143 69,642
Repayment of obligations under capital
lease (102,405) (127,930)
Term loan advance 344,553 462,760
Repayment of bank debt (593,282) (426,674)
7,567,891 (22,202)
Increase (Decrease) in cash and
cash equivalents 3,539,004 (5,292,555)

Cash and cash equivalents - Beginning of
year 5,726,245 11,018,800

Cash and cash equivalents - End of year $ 9,265,249 $ 5,726,245


About QuestAir Technologies Inc.

QuestAir Technologies, Inc. is a developer and supplier of proprietary
gas purification systems for several large international markets, including
biogas production, natural gas processing and oil refining. QuestAir is based
in Burnaby, British Columbia and its shares trade on the AIM Market of the
London Stock Exchange Plc. and on the Toronto Stock Exchange under the symbol

Forward-looking statements

This press release contains forward-looking statements. Forward looking
statements generally can be identified by the use of forward looking
terminology such as "may", "will", "expect", "intend", "anticipate", "plan",
"foresee", "believe" or "continue" or the negatives of these terms or
variations of them or similar terminology. These forward looking statements
include references to the future success of our business, technology, and
market opportunities. By their nature, forward looking statements require
QuestAir to make assumptions and are subject to important known and unknown
risks and uncertainties, which may cause QuestAir's actual results in future
periods to differ materially from forecasted results. While QuestAir considers
its assumptions to be reasonable and appropriate based on current information
available, there is a risk that they may not be accurate. These forward
looking statements are neither promises nor guarantees, but involve known and
unknown risks and uncertainties that may cause the Company's actual results,
level of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed
in or implied by these forward looking statements. These risks include risks
related to general economic conditions, risks associated with revenue growth,
operating results, industry factors and QuestAir's general business
environment, risks associated with doing business with partners, risks
involved with the development new products and technology, financing risks,
such as risks relating to liquidity and access to capital markets, and risks
relating to competition, among other factors. Readers are cautioned that the
foregoing list of factors that may affect future growth, results and
performance is not exhaustive and undue reliance should not be placed on such
forward looking statements which speak only to the date they were made.
QuestAir disclaims any obligation to publicly update or revise any such
statements to reflect any change in the Company's expectations or in events,
conditions, or circumstances on which any such statements may be based, or
that may affect the likelihood that actual results will differ from those set
forth in the forward looking statements, other than as required by law.

%SEDAR: 00021328E

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