Oilsands Quest Inc

Oilsands Quest Inc's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

On June 1, 2012 the company applied to delist its shares from the NYSE MKT (the renamed NYSE Amex) and applied to list on the Canadian National Stock Exchange (CNSX), which would let shareholders trade again if approved; the company expects the delisting to take effect before the end of June 2012. This follows through on the possible delisting flagged in late 2011: the NYSE MKT had accepted a compliance plan with an extension to May 18, 2012, but the company had not regained compliance and was likely to be delisted. Trading remains halted, the CNSX listing is not assured, and the company remains under CCAA creditor protection with the TD Securities-assisted process to seek offers to acquire, restructure or recapitalize it still running, with no assurance of any transaction.

listing compliance notice

On March 26, 2012 the company and its subsidiaries signed a CDN$2.85 million debtor-in-possession loan with Century Services, L.P., at 16% interest, maturing March 26, 2013 or earlier if creditor protection ends; fees include a CDN$75,000 facility fee and a CDN$85,500 minimum interest fee. The press release says the Eagles Nest sale to Cavalier closed March 23, 2012 for CDN$7.005 million, and that a US court approved settlement of the Make a Difference Foundation v. Hopkins derivative lawsuit. Shares remain halted. The company continues under creditor protection with no plan reported.

material agreement

After Fama Capital defaulted, the company reopened the sale of the Eagles Nest asset and, on March 12, 2012, Township Petroleum agreed to sell it to Cavalier Energy Inc. for CDN$7,005,000, including a CDN$700,500 deposit already paid. The court approved the deal on March 15, 2012, and closing was expected by March 23, 2012. This replaces the failed Fama sale and brings in cash within the creditor-protection process.

material agreement

The Alberta court approved on February 22, 2012 the sale of the Eagles Nest asset by subsidiary Township Petroleum to Fama Capital Ltd. for CDN$7,000,000, following a court-run bidding process in the CCAA case. However, the buyer did not pay the extra CDN$350,000 deposit due February 24, so the agreement terminated on February 27, 2012; only a CDN$50,000 deposit had been paid. The sale therefore did not go ahead on this agreement (note the filing's closing date of March 23 and the 2011 approval date are corrected in the next filing).

material agreement

On November 29, 2011 the company and several subsidiaries (Oilsands Quest Sask, Township Petroleum, Stripper Energy Services, 1291329 Alberta, Oilsands Quest Technology) filed for creditor protection under Canada's CCAA, with Ernst & Young as court-appointed monitor and a 30-day stay of creditors. The company says this followed a third party's notice on November 28 that it could not meet the terms of its letter of intent to buy Wallace Creek. The Socius agreement of October 17, 2011 was terminated automatically. NYSE Amex halted trading in BQI and may delist it. The company says the effect on shareholders will not be known until the restructuring ends, and that receivership or bankruptcy is likely if a plan is not approved.

bankruptcy or receivership

On October 17, 2011 the company agreed with Socius CG II, Ltd. that, at its option over two years, it can require Socius to buy up to $12 million of redeemable Series C Preferred Stock in tranches. Socius also gets a warrant (initially $4.2 million divided by the closing bid price) and an additional investment right to buy common shares, plus commitment shares; Socius is capped at 9.99% ownership. This is another funding source after the July 2011 rights offering, and further share issuance would dilute existing holders. The filing mentions a letter of intent signed September 25, 2011 for sale of the Wallace Creek assets, which is excluded from the warrant's 'fundamental transaction' definition. Amounts actually drawn are not stated.

capital raising announcement

Oilsands Quest Inc's exchange filed to remove a class of its securities from listing.

listing compliance notice

On July 18, 2011 (amended July 20) the company hired Knight Capital Americas as dealer manager for a rights offering of about US$60 million at US$0.20 per share, a 40% discount to the July 18 closing price. Holders of record on July 28, 2011 get 0.861 rights per share (300,000,000 rights in total); those who do not take part see their percentage ownership fall. The company says proceeds are for the Axe Lake SAGD pilot, the Wallace Creek project, the core hole re-abandonment program and general purposes. It also says it converted parts of the Axe Lake permits to 15-year leases (announced July 15, 2011) and that there is no assurance it can raise enough funds. Knight's fee is $1,425,000 if fully subscribed. Garth Wong now signs as President and CEO. Result of the offering is not reported here.

material agreement

On January 14, 2011 the company signed an equity distribution agreement with Knight Capital Americas allowing it to sell up to US$20 million of common stock at market prices on NYSE Amex over 12 months, with a 4% commission. The company says proceeds will fund re-abandonment of about 26 core holes in the Axe Lake area and general purposes. It is not obliged to sell any shares, so how much is raised is open.

material agreement

On October 28, 2010 the company signed an agency agreement with TD Securities for a best-efforts offering of up to 20,780,900 common shares at US$0.45 and 5,760,000 flow-through shares at Cnd$0.51435. A second agreement on November 1 added up to 1,360,900 flow-through shares. A press release says commitments of US$12.2 million came from existing institutional shareholders, after the offering was re-priced from an initial US$0.48 common / CDN$0.59 flow-through; the company may raise it to US$15 million. Fees total US$511,084 and Cnd$219,758, and there is a 90-day lock-up after closing. The price is well below the US$0.85 of May 2010, so this is a further dilutive raise at a lower price. Closing is not reported in this filing.

material agreement

On May 13, 2010 the company announced it closed the private placement announced April 29. It issued about 19.7 million shares to existing institutional shareholders for about US$18.2 million gross: 10.5 million flow-through shares at CDN$1.00 and about 9.2 million common shares at US$0.85. This resolves the pending closing.

capital raising announcement

On April 29, 2010 the company agreed to sell 9,188,059 shares at US$0.85 and 10,500,000 flow-through shares at US$0.995 in a non-brokered private placement, for about US$18.3 million gross. Closing was expected around May 10, 2010, subject to NYSE Amex approval. The press release says proceeds go to work commitments on existing leases and preparation for a planned SAGD test at Test Site 1 later in 2010. This is another share sale that dilutes existing holders; the US$0.85 price matches the April 2009 unit offering price.

capital raising announcement

On December 16, 2009 the company agreed to sell 8,571,443 shares at US$1.05 to accredited investors for about US$9 million in a private placement. Closing was expected around December 22, 2009, subject to NYSE Amex approval. This is another dilutive raise at a price well below the 2008 placements.

capital raising announcement

Oilsands Quest Inc's exchange filed to remove a class of its securities from listing.

listing compliance notice

On July 14, 2009 the Audit Committee said financial statements for the years ended April 30, 2007 and 2008 and quarters from July 2007 to January 2009 will be restated and should not be relied on, along with the earlier auditors' reports (Pannell Kerr Forster for 2007, KPMG for 2008). The change concerns how the August 2006 purchase of the remaining 35.92% of OQI Sask was valued, by excluding OQI Sask options from the price paid. The company says cash flows and the resource base are unaffected, and the 10-K for April 30, 2009 was delayed to July 29. The filing itself raises risks including delisting and shareholder litigation.

auditor change

the New York Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.

listing compliance notice

On April 30, 2009 the company signed an agency agreement with Genuity, TD Securities, Canaccord, Dundee and RBC to sell up to 30,500,000 units at US$0.85 (US$25,925,000 total). Each unit has one share and a half-warrant exercisable at US$1.10 for two years, with agent fees of US$1,296,250 and a 15% over-allotment option. The price is far below the US$3.50 and US$4.20 paid in the 2008 placements, so this is heavily dilutive for existing holders (inference: the lower price reflects a fall in the share price since 2008).

material agreement

On October 3, 2008 both flow-through placements closed. The UTA placement issued 6,008,156 shares at CDN$3.675 (5,142,857 to UTA-linked funds, 865,299 to company affiliates and employees) for CDN$22.1 million. The underwritten placement issued 4,800,000 shares for CDN$17.6 million, with CDN$970,200 in underwriter fees (TD Securities led). Both were sold to non-U.S. persons and are unregistered, which resolves the open question of whether the UTA deal would close.

capital raising announcement

On September 23, 2008 the company agreed a second, underwritten flow-through placement of 3,266,000 shares at CDN$3.675 (US$3.50), then raised it to 4,800,000 shares after oversubscription, for CDN$17.6 million gross. It is on top of the September 22 UTA placement (now described as up to 6,642,857 shares, up to US$23.3 million), and closing is expected around October 3, 2008 subject to American Stock Exchange approval. Proceeds are for Canadian exploration expenses; more shares at the same US$3.50 price below May's US$4.20 add to dilution.

capital raising announcement

On September 22, 2008 the company announced a non-brokered flow-through placement of 5,142,857 shares at $3.50 (about $18.0 million) to funds managed by or affiliated with UTA Asset Management, with up to 1,500,000 more (up to $5.25 million) for affiliates and employees. Closing is expected around September 26, 2008, subject to American Stock Exchange approval. The price is below the $4.20 paid in May 2008. Proceeds are to fund Canadian exploration expenses.

capital raising announcement

The private placement announced May 12 closed on May 23, 2008: 12,976,761 shares at US$4.20 for about US$54.5 million, with TD Securities as lead agent and US$1,225,120 in fees. Shares were sold to non-U.S. persons and are unregistered.

capital raising announcement

On May 12, 2008 the company announced commitments for a private placement of 12,976,761 shares at $4.20, about $54.5 million, expected to close around May 28, 2008 subject to American Stock Exchange approval.

capital raising announcement

the American Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.

listing compliance notice

On December 5, 2007 the company closed a marketed public offering of units (shares plus warrants) and signed a Warrant Indenture with Computershare. It issued 5,500,000 warrants, with up to 825,000 more if underwriters use their overallotment option, each buying one share at US$6.75 until December 5, 2009. The filing gives no share count or proceeds for the offering itself.

material agreement

On May 3, 2007 the company closed the sale of 13,900,000 common shares at US$2.75 (gross US$38,225,000), with fees of US$2,197,938; the price falls to US$2.50 if a resale registration is not filed by July 2, 2007. It also amended the March 2007 flow-through deal, cutting the price from Cdn. $5.64 to Cdn. $3.85 (adjusted price Cdn. $3.50), with underwriters paying the company the difference; 2,164,166 flow-through shares closed for Cdn. $8,332,039 plus a Cdn. $3,873,857 payment from the underwriters. The much lower prices mean more shares issued per dollar raised than in March.

capital raising announcement

The board determined on March 13, 2007 that the quarter ended Oct 31, 2006 financials should not be relied on, and they were restated (filed March 16, 2007). Some subsidiary-level stock compensation and consulting expenses were removed because their cost was already in the price paid for the OQI minority interest, so the reported net loss and loss per share fall. It also notes press releases of April 17 and 18, 2007 announcing a proposed unregistered share offering, with no terms given in the filing itself.

financial restatement

The company opened a non-revolving Cdn. $30 million credit line with Toronto-Dominion Bank, repayable October 31, 2007, and drew Cdn. $25 million on March 21, 2007. The money bought four blocks of Alberta oil sands exploration permits (27,136 hectares) next to its Axe Lake Discovery lands in Saskatchewan, for US$21,657,699 (Cdn. $25,075,488). This is its first reported debt facility since 2005, and its first Alberta permits in this record apart from the south half of Township 92 bid in August 2006.

asset acquisition disposition

On March 6, 2007 the company agreed with underwriters to sell up to 5,320,000 flow-through shares at $4.82 (Cdn. $5.64), up to $25,642,400 gross, and closed 3,097,534 of them for $14,930,114. The price drops to Cdn. $5.13 (paid as extra shares) if a resale registration statement is not filed by May 5, 2007, adding to shareholder dilution. It also reports shares issued from option exercises (500,000) and warrant exercises (644,459) between Dec 2006 and Feb 2007.

capital raising announcement

the American Stock Exchange certified Oilsands Quest Inc's securities for listing, clearing them to begin trading.

listing compliance notice

On August 15, 2006 the company's subsidiary Township Petroleum closed the purchase of all shares of Stripper Energy Services for C$20,000,000 (US$17,850,768), including an earlier C$1,250,000 option payment. Stripper owns the 2.5% gross overriding royalty on OQI's Saskatchewan permit lands, so the company now holds that royalty through Township. This completes the royalty purchase funded by the August 14 share sale and removes a royalty owed to an outside party on OQI's lands.

material agreement

On August 14, 2006 the company closed the OQI reorganization, going from 59.5% to 100% ownership; other OQI holders received exchangeable shares at 8.23 per OQI share (not the 7.95 first announced), convertible into an aggregate of 76,504,302 CanWest shares. It also raised $14,820,000 by selling 3.9 million shares at $3.80 to buy Stripper Energy Services, which holds the 2.5% gross overriding royalty on OQI's Saskatchewan lands, and replaced much of the board and management with OQI's team (Hopkins as CEO and President, Hirji as CFO, Wilson as Executive Chairman). This completes the buyout begun in June, with large dilution to existing shareholders.

asset acquisition disposition

The company completed a private placement of 5,668,100 flow-through shares at C$6.60 for gross proceeds of C$37,409,460, paying C$2,057,520 in agent fees. The proceeds subscribe for OQI flow-through shares, with OQI renouncing qualifying expenditures to the company. The price falls to C$6.00, paid as 0.1 extra share per share, if the company is not an Alberta reporting issuer within 60 days of closing.

capital raising announcement

On June 9, 2006 the company agreed to buy out the minority holders of its subsidiary Oilsands Quest Inc. (OQI), in which it owns 59.5% on a fully diluted basis; OQI holds exploration permits over 508,000 net acres in northwest Saskatchewan. Other OQI holders would swap each share for 7.95 exchangeable shares, exchangeable one-for-one into CanWest stock, for approximately 73.9 million CanWest shares in total, which would substantially dilute existing CanWest holders. The press release says the deal needs OQI shareholder and regulatory approval and is expected to close August 14, 2006.

asset acquisition disposition

On December 12, 2005 the company closed a placement of 15,068,000 units at $1.50 for gross proceeds of $22,602,000, each unit being one share plus one warrant (two warrants buy one share at $2.00 for two years). Under a November 25, 2005 Financing Agreement it will pay $13,025,000 (C$15,000,000) for more shares of its subsidiary Oilsands Quest Inc. (OQI), raising its stake to 68.48%, with the money going to a Phase Two drilling program of about 125 core holes on Firebag East. It also agreed to buy 571,428 OQI shares and warrants from Dynamic Power Hedge Fund for C$5,714,280 plus 1,500,000 of its own warrants, agreed to issue 3.2 million shares to financial advisors, and issued more shares on debenture conversions and warrant exercises, so existing holders are diluted further and the company is now channelling money into OQI.

capital raising announcement

This lists share issues between August and November 2005: warrant exercises (many cashless), conversions of 7% debentures, debt-settlement shares, bonus and commission shares from a private placement, and 2,333,333 shares to Larry Thompson plus 100,000 to Waterville Investment Research under settlements. These include 600,000 shares for $363,150 of debt owed by Western Petrochemicals, shares tied to the Anhydride settlement, and 1,500,000 shares to Monarch Capital Funds on warrant exercise at $0.55. Share count increases and existing holders are diluted, and some of the 2005 convertible notes appear to be converting.

capital raising announcement

This second amendment corrects the June 2005 $2,000,000 note terms: notes can also convert at 70% of the average of the five lowest closing bids in the ten trading days before the conversion notice, and Class B warrants are now one per $0.80 invested (not $1.00). The change makes conversion potentially more dilutive and gives noteholders more warrants than first reported.

capital raising announcement

On August 9, 2005 CanWest and its subsidiary Township Petroleum entered a joint venture with Triple 7 Energy, West Peak Ventures of Canada and Dr. Michael Ranger to bid on Athabasca oil sands leases at the August 24, 2005 Alberta Crown sale. If leases are acquired, CanWest owes C$150,000 in shares, C$150,000 on each of the first two anniversaries, C$450,000 per retained parcel at year three, C$6,000,000 when a commercial project starts construction, and a royalty of C$0.03 per barrel or C$450,000 a year, whichever is greater. This is a new oil sands thread.

material agreement

The company issued $2,000,000 of 7% convertible notes with Class A ($0.55) and Class B ($1.50) two-year warrants, plus a 500,000-share finder's warrant at $0.45 and a 10% cash commission. The notes convert at the lesser of $0.60 or a discount-to-market formula, carry anti-dilution protection and penalties for late registration, and require monthly payments (first four months accrued until October 2005). This brings in cash but adds debt and potential dilution.

capital raising announcement

The company changed its name from Uranium Power Corporation to CanWest Petroleum Corporation (effective November 2, 2004, new symbol CWPC) and shareholders approved raising authorized common shares from 40,000,000 to 100,000,000. It also listed many share issues from October to November 2004 (debenture conversions, warrant exercises, bonus shares, and shares tied to the Anhydride Petroleum Limited Partnership property purchase), and cut the exercise price of warrants tied to the January and March 2004 convertible debentures from $0.35 to $0.20 after investors claimed penalties over a delayed registration statement. Share count rises and existing holders are diluted.

capital raising announcement

On September 29, 2004 the company, through subsidiary 808099 Alberta Ltd., paid C$1,000,000 to Powermax Energy for a 49% interest in petroleum and natural gas rights in the Firebag Area of Saskatchewan, for exploration. It also granted Stripper Energy Services a 2.5% gross overriding royalty on all petroleum substances produced; this is the company's first Canadian exploration land position in these filings.

material agreement

On April 30, 2002 the company (then called Uranium Power Corporation) bought Anhydride Petroleum (USA), Inc. from October Sun, paying 3,950,000 new shares, a warrant for 500,000 shares at $0.01 expiring April 30, 2003, and a $100,000 demand note. It also issued further warrants and options to Hodgkinson Equities, Robert Edwards and 858642 Alberta Ltd., and committed up to $60,000 toward completing or abandoning certain petroleum wells; existing shareholders are diluted by the new shares.

asset acquisition disposition