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 22, 2008
Oilsands Quest Inc. | |
(Exact name of registrant as specified in its charter)
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Colorado | |
(State or other jurisdiction of incorporation)
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001-32994 | 98-0461154 |
(Commission File Number) | (I.R.S. Employer Identification No.) |
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800, 326-11th Avenue |
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(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 8.01 | OTHER EVENTS |
On September 22, 2008 Oilsands Quest Inc. (the “Company”) issued a press release announcing that it has entered into a non-brokered flow-through share agreement for a private placement of 5,142,857 shares of the Company’s common stock on a flow-through basis (the “Flow-Through Shares”) for aggregate consideration of approximately $18.0 million, at a price per share of $3.50. Up to an additional 1,500,000 Flow-Through Shares may be issued to affiliates and employees of the Company at the same price per share for additional aggregate consideration of up to $5.25 million. Closing is expected to occur on or about September 26, 2008, and is contingent on receiving approval from the American Stock Exchange. The press release announcing the private placement is filed as Exhibit 99.1 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 September 22, 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 23, 2008
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| OILSANDS QUEST INC. | |
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| By: |
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| Name: Karim Hirji Title: Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT NO. | DESCRIPTION |
| 99.1 | Press Release dated September 22, 2008. |