Filed pursuant to Rule 424(b)(3)
Registration No. 333-136270
PROSPECTUS SUPPLEMENT NO. 4 (To Prospectus dated
October 6, 2006)
DATED
December 11, 2006
OILSANDS QUEST INC. (f/k/a. CanWest Petroleum Corporation)
44,033,149 SHARES OF COMMON STOCK
This Prospectus Supplement No. 4 supplements and amends the prospectus dated
October 6, 2006 (the
“Original Prospectus”), the prospectus supplement dated
October 24, 2006 (the
“Supplement No. 1”),
the prospectus supplement dated
October 27, 2006 (the
“Supplement No. 2”), and the prospectus
supplement dated
November 2, 2006 (the
“Supplement No. 3”). Collectively, the Original Prospectus
and Supplements No. 1, 2 and 3 are referred to as the Prospectus. This Prospectus relates to the
resale by the selling stockholders of up to 44,033,149 shares of our common stock, including up to
10,939,832 shares issuable upon the exercise of common stock purchase warrants and options, and
33,093,317 shares of common stock currently outstanding. We will not receive any of the proceeds
from the sale of shares by the selling stockholders. We will receive proceeds from any cash
exercise of warrants or options by the selling stockholders.
The information appearing in the table below, which is based on information provided by or on
behalf of the named selling stockholders, supplements and amends the selling stockholders table in
the Original Prospectus. The entry for Lakeview Fund LP has replaced the entry for Lakeview
Investment Group. The shares registered for Dynamic Power Hedge Fund have been reduced and the
shares registered for Resolute Performance Fund have been increased. All other entries in the
selling stockholders table, including the totals, remain the same.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A |
|
|
B |
|
|
C |
|
|
D |
|
|
E |
|
|
F |
|
|
G |
|
|
H |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Based on |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columns |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Shares |
|
|
A through E) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Shares |
|
|
Underlying |
|
|
Underlying |
|
|
Beneficially |
|
|
|
|
|
|
Shares |
|
|
|
|
|
|
|
Underlying |
|
|
Underlying |
|
|
Amended |
|
|
Other |
|
|
Owned |
|
|
Shares |
|
|
Owned |
|
|
|
Outstanding |
|
|
December |
|
|
August |
|
|
August |
|
|
Warrants |
|
|
Prior to |
|
|
Offered |
|
|
After |
|
|
|
Shares |
|
|
2005 |
|
|
2005 |
|
|
2005 |
|
|
and |
|
|
Offering |
|
|
Hereby |
|
|
Offering |
|
Name |
|
Owned |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Options |
|
|
(1)(2) |
|
|
(1)(2)(3) |
|
|
(1)(3) |
|
Lakeview Fund LP (4) |
|
|
1,585,658 |
|
|
|
666,666 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
2,252,324 |
|
|
|
2,252,324 |
|
|
|
0 |
|
Dynamic Power Hedge
Fund (4) |
|
|
1,495,390 |
|
|
|
2,500,000 |
|
|
|
0 |
|
|
|
0 |
|
|
|
1,500,000 |
|
|
|
5,495,390 |
|
|
|
5,495,390 |
|
|
|
0 |
|
Resolute
Performance Fund
(4) |
|
|
12,172,831 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
0 |
|
|
|
12,172,831 |
|
|
|
8,050,831 |
|
|
|
4,122,000 |
|
The number of shares beneficially owned is determined in accordance with Rule 13d-3 of the
Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to
which the selling stockholders has sole or shared voting power or investment power and also any
shares, which the selling stockholders has the right to
acquire within 60 days. The actual number
of shares of common stock outstanding may increase prior to the effectiveness of this registration
statement due to penalty shares which may be issued.
(1) Includes the shares issuable upon exercise of the Warrants, plus the number of shares
required to be issued based on penalties.
(2) The actual number of shares of common stock offered in this prospectus, and included in the
registration statement of which this prospectus is a part, includes such additional number of
shares of common stock as may be issued or issuable upon exercise of the warrants by reason of any
stock split, stock dividend or similar transaction involving the common stock, in accordance with
Rule 416 under the Securities Act of 1933. The beneficial ownership of the common stock by the
selling stockholder set forth in the table is determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended.
(3) Assumes that all securities registered will be sold.
(4) Voting and investing power for these entities is controlled by the following individuals:
DCDG, LLC is controlled by Bruce Meadows, Douglas Casey and David Garland; Nicholas Cohen
Productions is controlled by Mark and Lisa Cohen; Crossroads Financial Corp. is controlled by
Richard W. DeVries; Oceanic Greystone Securities Inc. is controlled by Richard W. DeVries; Deesons
Investments Ltd. is controlled by Dayan Henson and Michael Henson; Diamond Investments Holdings
Ltd. is controlled by Rchard W. DeVries; Fyra Ventures Ltd. Is controlled by John Holmlund;
Fundarica Investments is controlled by Shane Meyers; Parkwood GP Inc. is controlled by Dan
Sternberg; EAM Inc. is controlled by Gregory Galanis; Poulos Technology Consulting Inc. is
controlled by Thomas Poulos; 2035718 Ontario Inc. is controlled by Richard Kung; AIG Global
Investment Corp. (Canada) is controlled by Steven Palmer; Dynamic Power Hedge fund is controlled by
Rohit Sehgal; Quest Industries Inc. is controlled by Kade Demuth; Lakeview Fund LP is controlled by
Ari Levi; Levi Family Partners LLC is controlled by Lawrence Levy and Alfredo Botty; Alpha Capital
is controlled by Konrad Ackerman; Platinum Partners Long Term Growth IT is controlled by Mark
Nordlicht; Pinetree (Barbados) Inc. is controlled by the board of directors consisting of Dr. J.
Gordon Murphy (also President), Joseph W. Ward, E. Adrian Meyer and Larry Goldberg; Monarch Capital
Fund Ltd. is controlled by David K. Sims; GBS Financial Corp. is controlled by Gerard P. Gloisten;
Capital Markets Ltd. is controlled by Scott Walters; Bolder Investment Partners is controlled by C.
Channing Buckland; J.F. Mackie and Company Ltd. is controlled by James Mackie, Robert LeSourd and
Susan Scullion; Viscount Investments Ltd. is controlled by Joseph Frand; Powerone Capital Markets
is controlled by Pasquale DiCapo; Novadan Capital Ltd. is controlled by Romeo D’Angela and Ennio
D’Angela; Bentree Holdings is controlled by Paul M. Worster and Robert G. Bentall; 3988059 Manitoba
Ltd. is controlled by Kim Campbell; 3976531 Manitoba Ltd. is controlled by Roland Campbell; THK
Enterprise Inc. is controlled by Jerry Kemp; Meckelborg Financial Group, Inc. is controlled by
Jerry Meckelborg; Pappas Holdings is controlled by Maria Pappas Vriotis; 106557 Canada Ltd. is
controlled by Fred Arshinoff; Quim Investments, Inc. is controlled by W. H. Winters; Quantico
Capital Corp. is controlled by Dwayne Lashyn and Herold Milavsky; CM Ryer Professional Corp. is
controlled by C. Michael Ryer; Precise Details Inc. is controlled by Susan Milne, Chris Milne and
Thomas Milne; JMC Investments Ltd. is controlled by Jeanne Carpenter; Krywko Holdings Ltd. is
controlled by Wayne Krywko; JEM Resources Ltd. is controlled by Dayan Henson; 1201112 Alberta Ltd.
is controlled by Hank B. Swartout; EnerVest FTS Limited Partnership 2006 is controlled by Kevin
Wolfe, Ward Mallabone, and Sean Morgan; NCE Diversified Flow-Through (06) Limited Partnership is
controlled by the board of directors consisting of John Vooglaid, David Schwartz and Glenn
MacNeill; Front Street Investment Management, Inc. is controlled by Craig Porter; Mavrix A/C 206,
Mavrix A/C 252 and Mavrix A/C 253 are all controlled by Malvin Spooner; Sanovest Holdings Ltd. is
controlled by Tian Kusumoto, Tom Kusumoto and Hydri Kusumoto Burgess Farms Inc. is controlled by
Robert Burgess; Supreme Pacific is controlled by Merv Chia; Resolute Performance Fund is
controlled by Thomas O. Stanley; DKR Saturn Event Driven Holding Fund Ltd. is controlled by Ronald
Phillips; Sheppard Provost Car Wash Ltd. is controlled by Sigmund Levy; Petroleum Strategies Inc.
is controlled by Frank VanVliet.
This Prospectus Supplement No. 4 should be read in conjunction with the Prospectus and is
qualified by reference to the Prospectus, except to the extent that the information in this
Prospectus Supplement No. 4 supersedes the information contained in the Prospectus.
Our common stock is registered under Section 12(b) of the Securities Exchange Act of 1934 and is
listed on the American Stock Exchange under the symbol
“BQI”. On
December 6, 2006, the closing
price of our common stock was $4.77.
INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 2 OF
THE ORIGINAL PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or determined if this Prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.