Attached files
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| EX-99.1 - EXHIBIT 99.1 - Oilsands Quest Inc | eh1200428_ex9901.htm |
| EX-10.1 - EXHIBIT 10.1 - Oilsands Quest Inc | eh1200428_1001.htm |
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) March 15, 2012
Oilsands Quest Inc.
(Exact name of registrant as specified in its charter)
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Colorado
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001-32994
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98-0461154
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1333 - 8th Street SW
Calgary, Alberta, Canada
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T2R 1M6
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (403) 263-1623
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry Into Material Definitive Agreement.
On March 12, 2012, Township Petroleum Corporation, an Alberta corporation and wholly owned subsidiary of Oilsands Quest Inc. (the “Company”), entered into an asset purchase and sale agreement (the “Purchase and Sale Agreement” or the “PSA”) with Cavalier Energy Inc., an Alberta Corporation (the “Purchaser”), for the sale of Alberta Lease No. 7405080355, the assets described in the Company’s filings with the Securities and Exchange Committee as the “Eagles Nest Prospect” or “Eagles Nest” (the “Asset”). The Company had reopened the sales process for the Asset after FAMA Capital Ltd. defaulted on an earlier Purchase and Sale Agreement. The PSA was finalized in a short limited bidding process directed by the Alberta Court of Queen’s Court (the “Court”) under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”). The Court approved the PSA on March 15, 2012, upon which the PSA became an enforceable obligation of the Company.
The PSA provides for the sale of the Asset for a purchase price of CDN$7,005,000 (the “Purchase Price”), including a CDN$700,500 deposit paid on March 12, 2012, not including GST or land transfer taxes. Such taxes are payable by the Purchaser in addition to the Purchase Price. The PSA is expected to close on or before March 23, 2012.
The PSA provides for access, subject to contractual restrictions relating to disclosure, all technical data relating to the Asset that are reasonably required in connection with the PSA. The PSA is subject to ordinary closing conditions and the obtaining of all necessary governmental or regulatory approvals for the sale of the Asset.
This summary of the PSA is qualified in its entirety by reference to the PSA, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01. Other Events.
On March 15, 2012, the Company issued a press release announcing that it received approval from the Court for the Purchase and Sale Agreement for the Asset. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The press release is also available on the Company’s website at www.oilsandsquest.com.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Exhibit Description
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| 10.1 |
Purchase and Sale Agreement dated March 12, 2012
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99.1
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Press Release dated March 15, 2012.
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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.
| Date: March 20, 2012 |
Oilsands Quest Inc.
(Registrant)
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By:
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/s/ Garth Wong | ||
| Name: | Garth Wong | |||
| Title: |
President and Chief Executive Officer
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