-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QebXMfubECPgn47k28xKuo+Rgvwy0qPbFQdjNj1WFLIa8cZFgYmwT0FtJF8i3YJu VOc04s01Fm5+6+cfnmqgkg== 0000950142-08-001653.txt : 20081007 0000950142-08-001653.hdr.sgml : 20081007 20081007123733 ACCESSION NUMBER: 0000950142-08-001653 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081003 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081007 DATE AS OF CHANGE: 20081007 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: 081111688 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_100308.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)       October 3, 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):

 

 

o

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

 

 

o

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 3.02

UNREGISTERED SALE OF EQUITY SECURITIES

On October 3, 2008 Oilsands Quest Inc. (the “Company”) closed on the sale of its previously announced non-brokered private placement of flow-through shares with UTA Asset Management Corporation (“UTA”). The Company issued 6,008,156 shares of common stock on a flow-through basis (the “Flow-Through Shares”) at a price of CDN$3.675 per share to funds managed by or affiliated with UTA (5,142,857 Flow-Through Shares) and to affiliates and employees of the Company (865,299 Flow-Through Shares) for aggregate gross proceeds of CDN$22.1 million (the “UTA Private Placement”).

Additionally, on October 3, 2008, the Company closed on the sale of its previously announced private placement with a syndicate of underwriters on a bought deal basis (the “Brokered Private Placement”). 4,800,000 common shares on a flow-through basis were issued to investors at a price of CDN$3.675 per share for total gross proceeds to the Company of CDN$17.6 million. The Brokered Private Placement was made by a syndicate of underwriters brokered by TD Securities Inc. and included Genuity Capital Markets, CIBC World Markets Inc., Canaccord Capital Corporation, Dundee Securities Corporation and RBC Capital Markets (the “Underwriters”). In connection with the Brokered Private Placement, the Company paid an aggregate of CDN$970,200 in fees to the Underwriters.

The common stock in the UTA Private Placement and the Brokered Private Placement (the “Offerings”) was sold to non U.S. persons pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The shares of common stock sold in the Offerings have not been registered under the Securities Act and may not be offered or sold absent a registration statement or an applicable exemption from registration.

 

ITEM 8.01

OTHER EVENTS

On October 3, 2008 the Company issued a press release announcing the closing of the UTA Private Placement. The press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.

On October 3, 2008 the Company issued a press release announcing the closing of the Brokered Private Placement. The press release is filed as Exhibit 99.2 to this report and is incorporated by reference herein.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

 

(d)

Exhibits.

 

EXHIBIT NO.

DESCRIPTION

 

99.1

Press Release dated October 3, 2008.

 

99.2

Press Release dated October 3, 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:  October 7, 2008

 

 

OILSANDS QUEST INC.
(Registrant)

 

 

By: 



/s/ Karim Hirji

 

 

 

Name:  Karim Hirji

Title:    Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

EXHIBIT NO.

DESCRIPTION

 

 

99.1

Press Release dated October 3, 2008.

 

99.1

Press Release dated October 3, 2008.

 

 

 

 EX-99 2 ex99-1form8k_100308.htm EXHIBIT 99.1

Exhibit 99.1

 

 

CUSIP# 678046 10 3
Amex: BQI

 

 

 

NEWS RELEASE

 

Date: October 3, 2008

 

Oilsands Quest announces closing of non-brokered private placement of Flow- Through Shares

 

Calgary, Alberta -- Oilsands Quest Inc. (Amex: BQI) announced today the completion of its previously announced non-brokered private placement of flow-through shares with UTA Asset Management Corporation (“UTA”). Oilsands Quest issued 6,008,156 shares of common stock on a flow-through basis (the “Flow-Through Shares”) at a price of CDN$3.675 per share to funds managed by or affiliated with UTA (5,142,857 Flow- Through Shares) and to affiliates and employees of Oilsands Quest (865,299 Flow- Through Shares) for aggregate gross proceeds of CDN$22.1 million.

 

The Flow-Through Shares were issued to investors in Canada pursuant to certain exemptions from prospectus requirements.

 

The Flow-Through Shares issued pursuant to this 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.

 

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

 

 

 

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Exhibit 99.2

 

 

CUSIP# 678046 10 3
Amex: BQI

 

 

 

NEWS RELEASE

 

Date: October 3, 2008

 

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

 

Calgary, Alberta -- Oilsands Quest Inc. (Amex: BQI) announced today the completion of its previously announced private placement with a syndicate of underwriters on a bought deal basis. 4,800,000 common shares on a flow-through basis (“Flow-Through Shares”) were issued to investors at a price of CDN$3.675 per share for total gross proceeds to Oilsands Quest of CDN$17.6 million.

 

The private placement was made by a syndicate of underwriters brokered by TD Securities Inc. and included Genuity Capital Markets, CIBC World Markets Inc., Canaccord Capital Corporation, Dundee Securities Corporation and RBC Capital Markets.

 

The Flow-Through Shares were issued to investors in Canada pursuant to certain exemptions from prospectus requirements.

 

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.

 

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

 

 

 

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