0000950142-08-001565.txt : 20080925 0000950142-08-001565.hdr.sgml : 20080925 20080925170501 ACCESSION NUMBER: 0000950142-08-001565 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080923 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080925 DATE AS OF CHANGE: 20080925 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Oilsands Quest Inc CENTRAL INDEX KEY: 0001096791 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS METAL ORES [1090] IRS NUMBER: 980461154 FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32994 FILM NUMBER: 081089256 BUSINESS ADDRESS: STREET 1: 205-707, 7TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3H6 BUSINESS PHONE: 4032631623 MAIL ADDRESS: STREET 1: 205-707, 7TH AVENUE SW CITY: CALGARY STATE: A0 ZIP: T2P 3H6 FORMER COMPANY: FORMER CONFORMED NAME: CANWEST PETROLEUM CORP DATE OF NAME CHANGE: 20050318 FORMER COMPANY: FORMER CONFORMED NAME: URANIUM POWER CORP DATE OF NAME CHANGE: 19991013 8-K 1 form8k_092308.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 23, 2008

Oilsands Quest Inc.
(Exact name of registrant as specified in its charter)
Colorado
(State or other jurisdiction of incorporation)
001-32994	98-0461154
(Commission File Number)	(I.R.S. Employer Identification No.)

800, 326-11th Avenue SW Calgary, Alberta Canada	T2R 0C5
(Address of principal executive offices)	(Zip Code)

(403) 263-1623

(Registrant’s Telephone Number, Including Area Code)

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On September 23, 2008 Oilsands Quest Inc. (the “Company”) issued a press release announcing that it has entered into a private placement financing agreement with a syndicate of underwriters on a bought deal basis, to issue 3,266,000 common shares on a flow-through basis (“Flow-Through Shares”). The Flow-Through shares will be issued to investors at a price of CDN$3.675 (US$ 3.50) per share, for aggregate consideration of approximately CDN$12 million. The press release announcing the private placement is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

Additionally, on September 23, 2008, the company issued a press release announcing that due to an oversubscription in its underwritten flow-through private placement announced earlier on September 23, 2008 (the "Offering") with a syndicate of underwriters on a bought deal basis, the Company agreed to issue a further 1,534,000 common shares in the Offering on a flow-through basis (the “Additional Flow-Through Shares”). The Additional Flow-Through Shares will be issued to investors at a price of CDN$3.675 (US$3.50) per share, for additional consideration of approximately CDN$5.6 million. In aggregate, the placement of a total of 4,800,000 flow-through shares in the Offering will generate gross proceeds of CDN$17.6 million. Closing for the Offering is expected to occur on or about October 3, 2008, and is contingent on receiving approval from the American Stock Exchange. The press release announcing the oversubscription in the Offering is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

This financing is in addition to the non-brokered private placement announced in a press release dated September 22, 2008 and filed with the Securities and Exchange Commission on Form 8-K on September 23, 2008 of up to 6,642,857 flow-through shares, priced at US$3.50 (CDN$3.675) per share, for aggregate consideration of up to US$23.3 million (CDN$24.4 million).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated September 23, 2008.

99.2 Press Release dated September 23, 2008.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: September 25, 2008

OILSANDS QUEST INC.

By:

/s/ Karim Hirji

Name: Karim Hirji

Title: Chief Financial Officer

EXHIBIT INDEX

Exibit No.

Description

99.1

Press Release dated September 23, 2008.

99.2

Press Release dated September 23, 2008.

EX-99 2 ex99-1form8k_092308.htm EXHIBIT 99.1

Exhibit 99.1

CUSIP# 678046 10 3
Amex: BQI

NEWS RELEASE

Date: September 23, 2008

Oilsands Quest announces underwritten private placement of Flow-Through Common Shares

Calgary, Alberta -- Oilsands Quest Inc. (Amex: BQI) announced today that it has entered into a private placement financing agreement (the “Offering”) with a syndicate of underwriters on a bought deal basis, to issue 3,266,000 common shares on a flow-through basis (“Flow-Through Shares”). The Flow-Through shares will be issued to investors at a price of CDN$3.675 (US$3.50) per share, for total gross proceeds to Oilsands Quest of approximately CDN$12 million.

This financing is in addition to the non-brokered private placement of up to 6,642,857 Flow- Through Shares announced previously by Oilsands Quest, priced at US$3.50 (CDN$3.675) per share, for aggregate proceeds of up to US$23.3 million (CDN$24.4 million).

The earlier announced private placement and the Offering are expected to result in aggregate gross proceeds of US$34.9 million (CDN$36.4 million). The proceeds from the non-brokered private placement and the Offering will be used to incur Canadian Exploration Expenses through exploration work relating to its planned exploration programs.

The Flow-Through Shares will be issued to investors in Canada pursuant to certain exemptions from prospectus requirements. Investors in the United States should be aware that Flow- Through Shares will not be offered in the United States.

Closing of the Offering is expected to occur on or about October 3, 2008 and is subject to American Stock Exchange approval and the completion of definitive documentation.

The Flow-Through Shares issued pursuant to the offerings have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) absent a registration statement or an applicable exemption from registration. This notice is not an offer to sell or a solicitation of an offer to buy such securities and is issued pursuant to Rule 135c under the Securities Act of 1933.

For more information:

Paul K. O’Donoghue, MBA

Vice President, Investor Relations and Corporate Planning

Oilsands Quest Inc.

Email: investorrelations@oilsandsquest.com

(403) 263-1623

GRAPHIC 3 img1.gif GRAPHIC begin 644 img1.gif M1TE&.#=A_``R`'<``"'^&E-O9G1W87)E.B!-:6-R;W-O9G0@3V9F:6-E`"P` M````_``R`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`;O^%2C,N;-9!;JBMI4ZLVVB`#,5_!(064[>GK#WPM;+UZCGV[A%(G`; M8'';I[J`*T@`I;)?UEQ_WO4*EG7@W-"C7T0`]31JU(G@`-NZ^_<-#P%M\LO\"6H MH$"F,!;5``@$6%`!`NSWSR[JX`*,2[K`@5`!V%P664\-2+C@B;G!X<],HB62 M2T+8Q/;5+@GTP]9H$,(8F5>[B(#BC[?A4A]948J@=P-U!"K7$S8#N5%?`+K8AE"7DF%HY9IGF1*:=?YXF-`O05DV M%$&_6+=8;R8:)"5K;`::U)Y3+10B9;M0.9"0]96I$"Y\\879FDN9@[$J0)/?JJ``J$"@`NJBZ[_NFJJ`GF72U%];HJI`F4- M9*EMO_HJZZQXWNI8K,/2JFJILC*HVH2CXJ)L0_T4$%5<<2[TAGKB'205?6XL MU,"(!#2`D`(!+*!+:"\.9,`"<@*0RP)7%?3+`;JHNX!!^"ZP)4$*J%OO`0O8 MM@Z9+PT0P+^?LJ7N``@>M`X"ZZH+AX0(T"O0O/4"0%V^^;8K;R(PP3L0R"_Y M>U#`N@S4STLM`P#'`KE(B.X`ZCHJT2]K-4E5J0?MV!.E!.TVY$(*"/U/Q`05 ML)@!IB#P%--2P]&K`C,9!,<`!W#*L$#H7EN0`@H'8!2^K=H89RY;^R-R+KH< ML&HNTWJL,*GX7KQQ;V#/_\0=,`,T`8P"P$3LM#]%#3Z0`FO-E>E!N(1&T(,> M4L=P@ZE="K1#IA#:9*YXU@D;Z&[VUM8`=0MT2@1"B[QX:`&^%UJ'.T*Y"-W`M`58]^#F38^;5X\& M(5L`!K(U`]"N0P$"7@`19@#7.6T`IH!;O```FK7XPQ0J4I1+@,&@EYAJ15RK MV4%>MH#PO81*N>`;!;4G$&`PAGEP@$D`Z%(0MI`/8#')'<40(+5_K2.&7Z/( M*?^&M+"%,",S?@FBK^)"'_X1Q'_BD81!K->Q&,9K:PRSWOQ\M9N8F.D7"KM4 M3&Q&,SC;-#>L*3JEF!DQYY4Q=MB%8OG)TO+@%*'(#L$W`PF6C=9F) M9!636]%RUB&%6&\!,0DB0D%V``G-JV(JJY8_](6Z&JKL7`O85ZWRM1F6?:T` M4,T7S3:F+H<(2311@21!$I#.GJCC0[X1C3D!L`[_^<6IF^J40:IEHIL4X+02 MLA3S/E4>7[6V6KVJ5JI.>]H/_^%"6@W!!4L-\JIJAZA-$"0/8W[#N+="QTD-*21[*4(]D8T`8*SF/O=C:^AK$FX-PA/`G`)=Y.R-4O&4 M@#.'Q\-]CC1#L-7C>W+W52PI&XN>,D'5[43)EC&7I$=MF#'5>30UN94!*!WH M.)E"'=B(-4]8D^#P8`,!S(BUKG<-9E*K&7XL"K1H8E(V,4]E+@6(IT^Z(AG9 M6,8GR5FVM)?F:S4[# EX-99 4 ex99-2form8k_092308.htm EXHIBIT 99.2

Exhibit 99.2

CUSIP# 678046 10 3
Amex: BQI

NEWS RELEASE

Date: September 23, 2008

Oilsands Quest announces over-subscription of previously announced bought deal private placement of Flow-Through Common Shares

Calgary, Alberta -- Oilsands Quest Inc. (Amex: BQI) announces that due to an oversubscription in its underwritten flow-through private placement announced earlier today (the "Offering") with a syndicate of underwriters on a bought deal basis, the company has agreed to issue a further 1,534,000 common shares on a flow-through basis (“Flow-Through Shares”). The Flow- Through Shares will be issued to investors at a price of CDN$3.675 (US$3.50) per share, for additional gross proceeds to Oilsands Quest of approximately CDN$5.6 million. In aggregate, this placement of 4,800,000 Flow-Through Shares will generate gross proceeds of CDN$17.6 million.

This financing is in addition to the non-brokered private placement of up to 6,642,857 Flow- Through Shares announced previously on September 22, 2008 by Oilsands Quest, priced at US$3.50 (CDN$3.675) per share, for aggregate proceeds of up to US$23.3 million (CDN$24.4 million).

The private placement announced September 22, 2008 and the Offering are expected to result in aggregate gross proceeds of US$40.3 million (CDN$42.1 million). The proceeds from the nonbrokered private placement and the Offering will be used to incur Canadian Exploration Expenses through exploration work relating to Oilsands Quest’s planned exploration programs.

Closing of the Offering is expected to occur on or before October 3, 2008 and is subject to American Stock Exchange approval and the completion of definitive documentation.

The Flow-Through Shares issued pursuant to the private placement announced September 22, 2008 and the Offering have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) absent a registration statement or an applicable exemption from registration. This notice is not an offer to sell or a solicitation of an offer to buy such securities and is issued pursuant to Rule 135c under the Securities Act of 1933.

For more information:

Paul K. O’Donoghue, MBA

Vice President, Investor Relations and Corporate Planning

Oilsands Quest Inc.

Email: investorrelations@oilsandsquest.com

(403) 263-1623