8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) July 5, 2006

CanWest Petroleum Corporation

(Exact name of registrant as specified in its charter)

Colorado	0-27659	98-0461154
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1005, 550 - 11th Avenue S.W. Calgary, Alberta, Canada	T2R 1M7
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (403) 263 - 9812

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 1.01 Entry in to a Material Definitive Agreement.

See description under Item 3.02, below.

Item 3.02 Unregistered Sales of Equity Securities.

On July 6, 2006, CanWest Petroleum Corporation ("CanWest" or the “Company”) announced that it had completed a private placement offering (the “Offering”) of 5,668,100 shares of CanWest's common stock, $.001 par value per share (the “Flow-Through Shares”) at a price of $6.60 Cdn per share for gross proceeds of $37,409,460 Cdn pursuant to subscription agreements (the “Flow-Through Subscription Agreements”) with Oilsands Quest, Inc. (“OQI”), CanWest’s subsidiary, and the subscribers. CanWest currently owns 59.5 percent in OQI, on a fully diluted basis. In connection with the Offering, the Company paid an aggregate of $2,057,520 Cdn in fees to a syndicate of agents.

According to the terms of the Flow-Through Subscription Agreement, the gross proceeds of the Offering will be used to subscribe for shares of OQI’s common stock issued on a flow-through basis and OQI will renounce to CanWest an amount of qualifying expenditures, as defined in the Flow-Through Subscription Agreement.

Furthermore, the Company has agreed to reduce the price per share to $6.00 Cdn if the Company does not become a reporting issuer in the Province of Alberta on or before 5:00 p.m. on the sixtieth day following the closing date. Such reduction in price shall be satisfied by issuing to the subscribers 0.1 of a Flow-Through Share for each Flow-Through Share subscribed for by the subscriber.

The Flow-Through Shares were sold to investors in Canada pursuant to Regulations under the United States Securities Act of 1933, as amended (the “Securities Act”), have not been registered under 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1Press Release dated July 6, 2006.

SIGNATURES

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

	CanWest Petroleum Corporation
	(Registrant)
Date: July 6, 2006		/s/ T. Murray Wilson
		Name: T. Murray Wilson
		Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

CanWest Petroleum announces closing of flow-through share offering

Cusip# 138 748 108

Trading Symbol: OTC BB CWPC

Calgary, Alberta -- CanWest Petroleum Corporation (OTC BB: CWPC) announces the closing of the private placement of common shares issued on a flow-through basis announced on June 13, 2006. A total of 5,668,100 common shares were issued on a flow-through basis at a price of C$6.60 per share for gross proceeds of C$37,409,460.

The proceeds will be used to incur Canadian Exploration Expenses on resource delineation and other exploration work being undertaken by CanWest Petroleum's subsidiary, Oilsands Quest Inc., on Oilsands Quest's permit lands in Saskatchewan.

The private placement was completed through a syndicate of agents led by TD Securities Inc. and including CIBC World Markets Inc., J.F. Mackie & Company Ltd. and Peters & Co. Limited.

CanWest Petroleum owns a 59.5 percent interest, on a fully diluted basis, in Oilsands Quest. On June 12, 2006, CanWest Petroleum and Oilsands Quest jointly announced that the companies have entered into an agreement that provides for the combination of the two companies; this transaction is expected to be completed on August 14, 2006.

The Flow-Through Shares 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.

For further information, contact:

Jonathan Buick

Toll Free: 877-748-0914

Office: 416-915-0915

Email: jbuick@buickgroup.com

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: Except for historical information contained herein, the matters discussed in this press release are forward-looking statements that involve risks and uncertainties, including but not limited to economic, competitive, governmental and technological factors effecting the Company's operations, markets, products and prices and other factors discussed in the Company's various filings with the Securities and Exchange Commission.