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

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