AGENCY AGREEMENTAgency Agreement • May 1st, 2009 • Oilsands Quest Inc • Miscellaneous metal ores • Alberta
Genuity Capital Markets and TD Securities Inc. (the “Lead Agents”), Canaccord Capital Corporation, Dundee Securities Corporation and RBC Dominion Securities Inc. (collectively, the “Agents”) understand that Oilsands Quest Inc. (the “Corporation”) proposes to issue and sell an aggregate of up to 30,500,000 Units (the “Prospectus Units”), each consisting of one Common Share (the “Prospectus Shares”), and one-half of a warrant to purchase one Common Share (the “Warrants”) at a price of US$0.85 per Unit. Each whole Warrant will entitle the holder thereof to purchase one Common Share (the “Warrant Shares”) at a price of US$1.10 per Common Share on or before the second anniversary of the Closing Date. The Units will be separable into Common Shares and Warrants immediately after issuance.
