CERTIFICATION OF ANNUAL FILINGS
I, Brian E. Bayley, President and Chief Executive Officer, certify the following:
1. Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater
certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual
filings”) of Quest Capital Corp. (the “issuer”) for the financial year ended December 31, 2009.
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do
not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is
necessary to make a statement not misleading in light of the circumstances under which it was made, for the
period covered by the annual filings.
3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial
statements together with the other financial information included in the annual filings fairly present in all material
respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the
periods presented in the annual filings.
4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms
are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim
Filings , for the issuer.
5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying
officer(s) and I have, as at the financial year end
5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the
issuer’s ICFR is COSO Internal Controls Integrated Framework.
designed DC&P, or caused it to be designed under our supervision, to provide