Unassociated Document


    EXHIBIT
      10.19

    
 

    SUBSCRIPTION
      FOR FLOW-THROUGH SHARES

     

    TO: Oilsands
      Quest Inc. (the "Corporation")

     

    The
      undersigned (hereinafter referred to as the "Subscriber") hereby irrevocably
      subscribes for and agrees to purchase the number of common shares of the
      Corporation to be issued on a "flow-through" basis pursuant to the Income
      Tax Act
      (Canada)
      (each, a "Flow-Through Share") set forth below for the aggregate consideration
      set forth below, representing a subscription price of $53.21 (Canadian) per
      Flow-Through Share, upon and subject to the terms and conditions set forth
      in
      "Terms and Conditions of Subscription for Flow-Through Shares of Oilsands Quest
      Inc." attached hereto (the "Subscription Agreement"). 

     

    
      
        	 CanWest Petroleum
                Corporation 	
              	
                Aggregate
                  Subscription Amount: $37,409,503.34

              
	 Full Legal Name of Subscriber
                (please print)	
              	
              
	 	
              	
              	
                 

              
	By:	 	 	 
	 	Signature of Subscriber or its Authorized
                Representative	 	Number
                of Flow-Through Shares: 703,054
	 	 	 
	Chairman
                and Chief Executive Officer 	 	 
	
                Official
                  Title or Capacity (please print)

              	 	 
	 	 	 
	
                T.
                  Murray Wilson 

              	 	 
	Name
                of Signatory (please print name of individual whose signature appears
                above if different than name of Subscriber)	 	 
	 	 	 
	 	 	 
	Subscriber's
                Address (including postal code)	 	 
	 	 	 
	
              	 	 
	 	 	 
	 	 	 
	Telephone Number (including
                area
                code)	 	 
	
              	 	 
	
              	 	 
	e-mail Address	 	 
	 	 	 
	 	 	 
	Social Insurance Number
                or Business
                Number, as applicable	 	 
	 	 	 


      

       

       

      
        	Register the
                Flow-Through
                Shares (if different from address above) as follows:	 	Deliver
                the Flow-Through Shares (if different from address above) as
                follows:
	 	 	 
	
              	 	 
	
                Name

              	 	Name
	 	 	 
	 	 	 
	 Account
                reference, if applicable	 	Account reference, if applicable
	 	 	 
	 	 	 
	Address
                (including postal code)	 	Contact Name
	 	 	 
	 	 	 
	 	 	Address
                (including postal code)
	 	 	 
	 	 	 
	 	 	 	Telephone
                Number (including area code)
	 	 	 	 


      

    

     

    ACCEPTANCE:
      The
      Corporation hereby accepts the subscription as set forth above on the terms
      and
      conditions contained in this Subscription Agreement.

     

     

    
      	OILSANDS
              QUEST INC. 	 	July 5,
              2006



    

     

    
      	 	 	 	 
	
              Per:  

            	
            	 	
              No:

            


    

     

    This
      is the first page of an agreement comprised of 9 pages.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Oilsands
                Quest Inc. 

              Subscription
                Agreement for Flow-Through Shares

            	
              Page
                2 of
                9

            
	 	 


    

     

    TERMS
      AND CONDITIONS OF SUBSCRIPTION FOR

    FLOW-THROUGH
      SHARES OF OILSANDS QUEST INC.

    


    	1.  	
            Definitions.
              In
              this Subscription Agreement:

          


     

    	(a)  	
            "Act"
              means the Income
              Tax Act
              (Canada), together with any and all regulations promulgated thereunder,
              as
              amended from time to time;

          


     

    	(b)  	
            "Aggregate
              Subscription Amount" means the aggregate dollar amount of the subscription
              under this Subscription Agreement;

          


     

    	(c)  	
            "Closing
              Date" means such date(s) as the Corporation and the Subscriber may
              determine;

          


     

    	(d)  	
            "Closing
              Time" shall have the meaning ascribed thereto in Section 8
              hereof;

          


     

    	(e)  	
            "Commitment
              Amount" means the amount of $37,409,503.34;

          


     

    	(f)  	
            "Common
              Shares" means common shares in the capital of the
              Corporation;

          


     

    	(g)  	
            "Corporation"
              means Oilsands Quest Inc., a corporation incorporated under the
              Business
              Corporations Act
              (Alberta); 

          


     

    	(h)  	
            "Expenditure
              Period" means the period commencing on the date of acceptance of this
              Subscription Agreement and ending on the earlier
              of:

          


     

    	(i)  	
            the
              date on which the Commitment Amount has been fully expended in accordance
              with the terms hereof, and

          


     

    	(ii)  	
            December
              31, 2007;

          


     

    	(i)  	
            "Flow-Through
              Share" means a Common Share purchased by the Subscriber under this
              Subscription Agreement issued on a flow-through basis in accordance
              with
              subsection 66(15) of the Act; 

          


     

    	(j)  	
            "Offering"
              shall have the meaning ascribed thereto in Section 2(b) hereof;
              

          


     

    	(k)  	
            "principal-business
              corporation" means a principal-business corporation as defined in
              subsection 66(15) of the Act;

          


     

    	(l)  	
            "Qualifying
              Expenditures" means, when incurred in 2006, Canadian exploration expense
              described in subsection 66.1(6) of the Act and, when incurred in 2007,
              means Canadian exploration expense described in paragraphs (a), (d)
              or (f)
              of the definition "Canadian exploration expense" in subsection 66.1(6)
              of
              the Act or which would be included in paragraph (h) of such definition
              if
              the reference therein to "paragraphs (a) to (d) and (f) to (g.1)" were
              read as "paragraphs (a), (d) or (f)", excluding amounts which are
              prescribed to constitute "Canadian exploration and development overhead
              expense" under paragraph 66(12.6)(b) of the Act, amounts which are
              a cost
              of, or for the use of, certain seismic data within the meaning of
              paragraph 66(12.6)(b.1) of the Act, and the amount of any assistance
              described in paragraph 66(12.6)(a) of the
              Act;

          


     

    	(m)  	
            "United
              States" means the United States of America, its territories and
              possessions, any state of the United States, and the District of
              Columbia.

          


     

    	2.  	
            Acknowledgements
              of the Subscriber.
              The Subscriber acknowledges that:

          


     

    	(a)  	
            this
              subscription is effective only upon acceptance by the Corporation;
              and

          


     

    	(b)  	
            the
              Subscriber is responsible for obtaining such legal advice as it considers
              appropriate in connection with the execution, delivery and performance
              by
              it of this Subscription
              Agreement.

          


     

    	3.  	
            Representations,
              Warranties and Covenants of the Subscriber.
              By
              executing this Subscription Agreement, the Subscriber represents, warrants
              and covenants to the Corporation (and acknowledges that the Corporation
              and its counsel are relying thereon)
              that:

          


     

    	(a)  	
            the
              Subscriber has the requisite power, authority, legal capacity and
              competence to execute and deliver this Subscription Agreement, to perform
              all of its obligations hereunder, and to undertake all actions required
              of
              the Subscriber hereunder, and all necessary approvals of its directors,
              partners, shareholders, trustees or otherwise with respect to such
              matters
              have been given or obtained;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                Oilsands
                  Quest Inc. 

                Subscription
                  Agreement for Flow-Through Shares

              	
                Page 3
of
                  9

              
	 	 


      

       

    

    	(b)  	
            the
              Subscriber is duly incorporated and validly subsisting under the laws
              of
              its jurisdiction of incorporation;

          


     

    	(c)  	
            this
              Subscription Agreement has been duly and validly authorized, executed
              and
              delivered by, and constitutes a legal, valid, binding and enforceable
              obligation of, the Subscriber, subject to applicable bankruptcy,
              insolvency, reorganization and other laws of general application limiting
              the enforcement of creditors' rights generally and to the general
              principles of equity including the fact that specific performance is
              available only in the discretion of the
              court;

          


     

    	(d)  	
            the
              execution, delivery and performance by the Subscriber of this Subscription
              Agreement and the completion of the transactions contemplated hereby
              do
              not and will not result in a violation of any law, regulation, order
              or
              ruling applicable to the Subscriber, and do not and will not constitute
              a
              breach of or default under any of the Subscriber's constating documents
              or
              any agreement to which the Subscriber is a party or by which it is
              bound;

          


     

    	(e)  	
            the
              Subscriber confirms that the Subscriber:

          


     

    	(i)  	
            has
              such knowledge in financial and business affairs as to be capable of
              evaluating the merits and risks of its investment in the Flow-Through
              Shares;

          


     

    	(ii)  	
            is
              capable of assessing the proposed investment in the Flow-Through Shares
              as
              a result of the Subscriber's own experience or as a result of advice
              received from a person registered under applicable securities
              legislation;

          


     

    	(iii)  	
            is
              aware of the characteristics of the Flow-Through Shares and the risks
              relating to an investment therein; and

          


     

    	(iv)  	
            is
              able to bear the economic risk of loss of its investment in the
              Flow-Through Shares;

          


     

    	(f)  	
            the
              Subscriber understands that no securities commission, stock exchange,
              governmental agency, regulatory body or similar authority has made
              any
              finding or determination or expressed any opinion with respect to the
              merits of investing in the Flow-Through
              Shares;

          


     

    	(g)  	
            the
              Subscriber acknowledges that no prospectus has been filed by the
              Corporation with any securities commission or similar regulatory authority
              in any jurisdiction in connection with the issuance of the Flow-Through
              Shares and the issuance is exempted from the prospectus requirements
              available under the provisions of applicable securities laws and as
              a
              result:

          


     

    	(i)  	
            the
              Subscriber may be restricted from using some of the civil remedies
              otherwise available under applicable securities
              laws;

          


     

    	(ii)  	
            the
              Subscriber may not receive information that would otherwise be required
              to
              be provided to it under applicable securities laws;
              and

          


     

    	(iii)  	
            the
              Corporation is relieved from certain obligations that would otherwise
              apply under applicable securities laws;

          


     

    	(h)  	
            the
              Subscriber confirms that neither the Corporation nor any of its
              representative directors, employees, officers or affiliates, have made
              any
              representations (written or oral) to the
              Subscriber:

          


     

    	(i)  	
            regarding
              the future value of the Flow-Through
              Shares;

          


     

    	(ii)  	
            that
              any person will resell or repurchase the Flow-Through Shares;
              

          


     

    	(iii)  	
            that
              the Flow-Through Shares will be listed on any stock exchange or traded
              on
              any market; or

          


     

    	(iv)  	
            that
              any person will refund the purchase price of the Flow-Through Shares
              other
              than as provided in this Subscription
              Agreement;

          


     

    	(i)  	
            the
              Subscriber confirms that it has been advised to consult its own legal
              and
              financial advisors with respect to the suitability of the Flow-Through
              Shares as an investment for the Subscriber, the tax consequences of
              purchasing and dealing with the Flow-Through Shares, and the resale
              restrictions and "hold periods" to which the Flow-Through Shares are
              or
              may be subject under applicable securities legislation or stock exchange
              rules, and has not relied upon any statements made by or purporting
              to
              have been made on behalf of the Corporation with respect to such
              suitability, tax consequences, and resale
              restrictions;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                Oilsands
                  Quest Inc. 

                Subscription
                  Agreement for Flow-Through Shares

              	
                Page 4
of
                  9

              
	 	 


      

       

    

    	(j)  	
            except
              for the Subscriber's knowledge regarding its subscription for Flow-Through
              Shares hereunder, the Subscriber has no knowledge of a "material fact"
              or
              a "material change" (as those terms are defined in the Securities
              Act
              (Alberta)) in the affairs of the Corporation that has not been generally
              disclosed;

          


     

    	(k)  	
            the
              Subscriber is resident in the jurisdiction indicated on the face page
              of
              this Subscription Agreement as the "Subscriber's Address" and the purchase
              by and sale to the Subscriber of the Flow-Through Shares, and any act,
              solicitation, conduct or negotiation directly or indirectly in furtherance
              of such purchase and sale has occurred only in such jurisdiction and
              the
              Subscriber was not offered the Flow-Through Shares, and did not execute
              or
              deliver this Subscription Agreement, in the United
              States;

          


     

    	(l)  	
            it
              is purchasing the Flow-Through Shares as principal for its own account,
              not for the benefit of any other person, and not with a view to the
              resale
              or distribution of all or any of the Flow-Through Shares, and the
              aggregate acquisition cost of the Flow-Through Shares to it is not
              less
              than Cdn. $150,000 and the Subscriber was not created or used solely
              to
              purchase or hold securities in reliance on this section;
              

          


     

    	(m)  	
            if
              the Subscriber does
              not comply with subsection 3(l) above, the Subscriber's purchase of
              Flow-Through Shares hereunder would, if completed, be made pursuant
              to an
              exemption from the prospectus and registration requirements under
              applicable securities legislation (particulars of which exemption are
              enclosed herewith), and the Subscriber will deliver to the Corporation
              such further particulars of the exemption(s) and evidence of the
              Subscriber's qualifications thereunder as the Corporation may request;
              

          


     

    	(n)  	
            the
              Subscriber understands that it may not be able to resell the Flow-Through
              Shares except in accordance with limited exemptions available under
              applicable securities legislation, regulatory policy and stock exchange
              rules, and that the Subscriber is solely responsible for (and the
              Corporation is not in any way responsible for) the Subscriber's compliance
              with applicable resale restrictions;

          


     

    	(o)  	
            the
              Subscriber will not resell any of the Flow-Through Shares except in
              accordance with the provisions of applicable securities legislation
              and
              stock exchange rules;

          


     

    	(p)  	
            the
              Subscriber understands that any certificates representing the Flow-Through
              Shares will bear a legend indicating that the resale of such securities
              is
              restricted;

          


     

    	(q)  	
            the
              Subscriber acknowledges that it is aware that there is no market upon
              which the Flow-Through Shares trade and there is no assurance that
              the
              Flow-Through Shares will be listed and posted for trading on a stock
              exchange or dealer network in the future;

          


     

    	(r)  	
            the
              Subscriber understands that the sale of the Flow-Through Shares is
              conditional upon such sale being exempt from the requirements to file
              and
              obtain a receipt for a prospectus or to deliver an offering memorandum,
              and the requirement to sell securities through a registered dealer,
              or
              upon the issuance of such orders, consents or approvals as may be required
              to enable such sale to be made without complying with such requirements,
              and that as a consequence of acquiring the Flow-Through Shares pursuant
              to
              such exemptions, certain protections, rights and remedies provided
              by
              applicable securities legislation, including statutory rights of
              rescission or damages in the event of a misrepresentation will not
              be
              available to the Subscriber in connection with the purchase and sale
              of
              the Flow-Through Shares;

          


     

    	(s)  	
            the
              Subscriber has not received or been provided with, nor has it requested,
              nor does it have any need to receive, any offering memorandum, or any
              other document (other than the annual financial statements, interim
              financial statements or any other document (excluding offering memoranda,
              prospectuses or other offering documents) the content of which is
              prescribed by statute or regulation) describing the business and affairs
              of the Corporation, which has been prepared for delivery to and review
              by
              prospective purchasers in order to assist them in making an investment
              decision in respect of the purchase of Flow-Through Shares pursuant
              to the
              Offering;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
       

      
        	
                Oilsands
                  Quest Inc. 

                Subscription
                  Agreement for Flow-Through Shares

              	
                Page 5
of
                  9

              
	 	 


      

       

    

    	(t)  	
            the
              Subscriber has not become aware of any advertisement in printed media
              of
              general and regular paid circulation or on radio, television or other
              form
              of telecommunication or any other form of advertisement (including
              electronic display or the Internet) or sales literature with respect
              to
              the distribution of the Flow-Through
              Shares;

          


     

    	(u)  	
            the
              Subscriber is aware that the Flow-Through Shares have not been and
              will
              not be registered under the United States Securities
              Act of 1933,
              as amended (the "U.S. Securities Act") or the securities laws of any
              state
              of the United States and that the Flow-Through Shares may not be offered
              or sold, directly or indirectly, in the United States unless registered
              under the U.S. Securities Act and any applicable state securities laws
              or
              in compliance with the requirements of an exemption from registration
              therefrom and it acknowledges that the Corporation has no present
              intention of filing a registration statement under the U.S. Securities
              Act
              or any applicable state securities laws in
              respect of the Flow-Through Shares; 

          


     

    	(v)  	
            the
              Subscriber undertakes and agrees that it will not offer or sell any
              of the
              Flow-Through Shares in the United States unless such securities are
              registered under the U.S. Securities Act and the securities laws of
              all
              applicable states of the United States, or an exemption from such
              registration requirements is available; 

          


     

    	(w)  	
            the
              Subscriber acknowledges that, in addition to any other requirements
              under
              applicable securities legislation to which a disposition of the
              Flow-Through Shares by the Subscriber may be subject, the Subscriber
              may,
              depending on the nature of the disposition, be required to file a report
              of exempt trade within ten (10) days of a disposition by the Subscriber
              of
              the Flow-Through Shares;

          


     

    	(x)  	
            if
              required by applicable securities legislation, regulations, rules,
              policies or orders or by any securities commission, stock exchange
              or
              other regulatory authority, the Subscriber will execute, deliver, file
              and
              otherwise assist the Corporation in filing, such reports, undertakings
              and
              other documents with respect to the issue of the Flow-Through
              Shares;

          


     

    	(y)  	
            except
              as disclosed in writing to the Corporation, the Subscriber does not
              act
              jointly or in concert with any other person or company for the purposes
              of
              acquiring securities of the Corporation;

          


     

    	(z)  	
            the
              Subscriber has not relied upon any verbal or written representation
              as to
              fact or otherwise made by or on behalf of the Corporation except as
              expressly set forth herein;

          


     

    	(aa)  	
            the
              funds representing the Aggregate Subscription Amount which will be
              advanced by the Subscriber to the Corporation hereunder will not represent
              proceeds of crime for the purposes of the Proceeds
              of Crime (Money Laundering) and Terrorist Financing Act
              (Canada) and the Subscriber acknowledges that the Corporation may in
              the
              future be required by law to disclose the Subscriber's name and other
              information relating to this Subscription Agreement and the Subscriber's
              subscription hereunder, on a confidential basis, pursuant to the
              Proceeds
              of Crime (Money Laundering) and Terrorist Financing Act
              (Canada). To the best of its knowledge: (i) none of the subscription
              funds
              to be provided by the Subscriber: (A) have been or will be derived
              from or
              related to any activity that is deemed criminal under the law of Canada,
              the United States of America, or any other jurisdiction; or (B) are
              being
              tendered on behalf of a person or entity who has not been identified
              to
              the Subscriber; and (ii) it shall promptly notify the Corporation if
              the
              Subscriber discovers that any of such representations ceases to be
              true,
              and to provide the Corporation with appropriate information in connection
              therewith; 

          


     

    	(bb)  	
            the
              Subscriber has not and will not knowingly enter into any agreement
              or
              arrangement which will cause the Flow Through Shares to be or become
              "prescribed shares" for purposes of the
              Act;

          


     

    	(cc)  	
            the
              Subscriber is related to the Corporation within the meaning of the
              Act and
              will continue to be related to the Corporation up to and including
              January
              1, 2008; and 

          


     

    	(dd)  	
            the
              Subscriber acknowledges that an investment in the Flow-Through Shares
              is
              subject to a number of risk factors. In particular, the Subscriber
              acknowledges that the Corporation is not a reporting issuer in any
              province of Canada and, as such, the applicable hold period may never
              expire. Accordingly, there is currently no market for any of the
              Flow-Through Shares, and one may never develop. It may be difficult
              or
              even impossible for a Subscriber to sell any of the Flow-Through Shares.
              Resale of such Flow-Through Shares will require the availability of
              exemptions from the prospectus requirements of applicable securities
              legislation, or the application for a discretionary order of the
              securities commission or similar regulatory authority in the subscriber's
              province of residence permitting the trade. The Subscriber covenants
              and
              agrees to comply with applicable securities legislation concerning
              the
              purchase, holding of, and resale of the Flow-Through
              Shares.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Oilsands
                Quest Inc. 

              Subscription
                Agreement for Flow-Through Shares

            	
              Page 6
of
                9

            
	 	 


    

     

     

    	4.  	
            Timeliness
              of Representations, etc.
              The Subscriber agrees that the representations, warranties and covenants
              of the Subscriber herein will be true and correct both as of the execution
              of this Subscription Agreement and as of the Closing Time (as defined
              herein), and will survive the completion of the distribution of the
              Flow-Through Shares.

          


     

    	5.  	
            Indemnity.
              The Subscriber acknowledges that the Corporation and its counsel are
              relying upon the representations, warranties and covenants of the
              Subscriber set forth herein in determining the eligibility (from a
              securities law perspective) of the Subscriber to purchase Flow-Through
              Shares under the Offering, and hereby agrees to indemnify the Corporation
              and its directors, officers, employees, advisers, affiliates, shareholders
              and agents (including their respective legal counsel) against all losses,
              claims, costs, expenses, damages or liabilities that they may suffer
              or
              incur as a result of or in connection with their reliance on such
              representations, warranties and covenants. The Subscriber undertakes
              to
              immediately notify the Corporation's counsel at TingleMerrett LLP,
              1250,
              639 - 5th
              Avenue S.W., Calgary, Alberta T2P 0M9, Attention: Jeff Helper, of any
              change in any statement or other information relating to the Subscriber
              set forth herein that occurs prior to the Closing Time.
              

          


     

    	6.  	
            Deliveries
              by Subscriber prior to Closing.
              The
              Subscriber agrees to deliver to the Corporation, not later than 5:00
              p.m.
              (Calgary time) on the date which is the business day before the Closing
              Date:

          


     

    	(a)  	
            this
              duly completed and executed Subscription
              Agreement;

          


     

    	(b)  	
            a
              certified cheque or bank draft made payable to "Oilsands Quest Inc."
              in an
              amount equal to the Aggregate Subscription Amount, or payment of the
              same
              amount in such other manner as is acceptable to the Corporation;
              and

          


     

    	(c)  	
            such
              other documents as may be requested by the Corporation as contemplated
              by
              this Subscription Agreement.

          


     

    	7.  	
            Consent
              to Collection of Personal Information.
              If
              the Subscriber is an individual, the Subscriber acknowledges that the
              Subscriber has provided, in this Subscription Agreement, to the
              Corporation information (the "Personal
              Information")
              of a personal nature that may or may not be protected under applicable
              privacy legislation. This information is being collected, used and
              may be
              disclosed by the Corporation for the following purposes (the "Purposes"):

          


     

    	(a)  	
            in
              order to complete the Offering;

          


     

    	(b)  	
            to
              be kept in the corporate records of the Corporation, on its securities
              registers and shareholders lists, maintained by the Corporation and/or
              the
              Corporation's transfer agent;

          


     

    	(c)  	
            to
              be disclosed to securities/tax regulatory authorities or other government
              bodies as required and in accordance with applicable securities laws
              and
              tax laws;

          


     

    	(d)  	
            as
              long as the Subscriber is a shareholder of the Corporation, to be
              disclosed to other third parties held to an obligation of confidentiality
              to the Corporation such as its legal counsel, its accountants, transfer
              agent, securities depository, or any other entity for: (i) the purpose
              of
              sending financial statements and other disclosure documentation required
              to be sent by law to the shareholders of the Corporation, and/or (ii)
              in
              the context of a proposed merger, business combination, acquisition,
              takeover bid or such other major transaction involving the Corporation
              and
              such other third party; and

          


     

    	(e)  	
            to
              enforce the obligations contemplated by this Subscription
              Agreement.

          


     

    The
      Subscriber hereby consents to the collection, use and disclosure by the
      Corporation of the Personal Information for the Purposes.

     

    	8.  	
            Time
              and Place of Closing.
              The sale of the Flow-Through Shares will be completed at the offices
              of
              Macleod Dixon LLP, counsel to the Subscriber, in Calgary, Alberta at
              10:00
              a.m. (Calgary time) or such other time as the Corporation and the
              Subscriber may agree (the "Closing Time") on the Closing
              Date.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Oilsands
                Quest Inc. 

              Subscription
                Agreement for Flow-Through Shares

            	
              Page 7
of
                9

            
	 	 


    

     

     

    	9.  	
            Deliveries
              at Closing.
              At
              the Closing Time, this Subscription Agreement and the aggregate
              subscription proceeds will be delivered to the Corporation, against
              delivery by the Corporation of a certificate(s) representing the
              Flow-Through Shares. 

          


     

    	10.  	
            Representations
              and Warranties of the Corporation.
              The Corporation hereby represents and warrants to the Subscriber (and
              acknowledges that the Subscriber is relying thereon)
              that:

          


     

    	(a)  	
            the
              Corporation has the full corporate right, power and authority to execute
              and deliver this Subscription Agreement and to issue the Flow-Through
              Shares to the Subscriber and to incur and renounce to the Subscriber
              Qualifying Expenditures in an amount equal to the Commitment
              Amount;

          


     

    	(b)  	
            the
              Corporation is duly incorporated and validly subsisting, and is qualified
              to carry on business in each jurisdiction in respect of which the carrying
              out of the activities contemplated hereby make such qualification
              necessary;

          


     

    	(c)  	
            the
              Corporation has complied or will comply with all applicable corporate
              and
              securities laws in connection with the offer and sale of the Flow-Through
              Shares;

          


     

    	(d)  	
            upon
              acceptance by the Corporation, this Subscription Agreement shall
              constitute a binding obligation of the Corporation enforceable in
              accordance with its terms subject to applicable bankruptcy, insolvency,
              reorganization and other laws of general application limiting the
              enforcement of creditors' rights generally and to the general principles
              of equity including the fact that specific performance is available
              only
              in the discretion of the court;

          


     

    	(e)  	
            the
              execution, delivery and performance of this Subscription Agreement
              by the
              Corporation, the issue of the Flow-Through Shares and the incurring
              of
              Qualifying Expenditures and the renunciation of Qualifying Expenditures
              to
              the Subscriber pursuant hereto does not and will not constitute a breach
              of or default under the constating documents of the Corporation, or
              any
              law, regulation, order or ruling applicable to the Corporation, or
              any
              agreement to which the Corporation is a party or by which it is
              bound;

          


     

    	(f)  	
            the
              Corporation is, and at all material times will be, a "principal-business
              corporation"; and

          


     

    	(g)  	
            upon
              issuance pursuant to the provisions hereof, the Flow-Through Shares
              will
              be issued on a "flow-through" basis, in accordance with subsection
              66(15)
              of the Act and the Flow-Through Shares will not be "prescribed shares"
              for
              the purpose of section 6202.1 of the Regulations to the Act, assuming
              that
              there are no agreements, arrangements, obligations or undertakings
              as
              contemplated by such provisions in respect of the Flow-Through Shares,
              other than any agreements, arrangements, obligations or undertakings
              to,
              or in respect of which, the Corporation or a specified person in respect
              of the Corporation is a party or has
              knowledge.

          


     

    	11.  	
            Covenants
              of the Corporation.
              The Corporation covenants and agrees with the
              Subscriber:

          


     

     

    	(a)  	
            to
              keep proper books, records and accounts of all Qualifying Expenditures
              and
              all transactions affecting the Commitment Amount and the Qualifying
              Expenditures, and upon reasonable notice, to make such books, records
              and
              accounts available for inspection and audit by or on behalf of the
              Subscriber during normal business hours at the Subscriber's
              expense;

          


     

    	(b)  	
            to
              incur, during the Expenditure Period, Qualifying Expenditures in such
              amount as enables the Corporation to renounce to the Subscriber (in
              accordance with the Act and this Subscription Agreement), Qualifying
              Expenditures in an amount equal to the Commitment
              Amount;

          


     

    	(c)  	
            to
              renounce (in accordance with the Act and this Subscription Agreement)
              to
              the Subscriber, effective on or before the last date of the Expenditure
              Period, Qualifying Expenditures which have been or will be incurred
              during
              the Expenditure Period in an amount equal to the Commitment
              Amount;

          


     

    	(d)  	
            to
              incur all Qualifying Expenditures which are renounced prior to the
              effective date of such renunciation;

          


     

    	(e)  	
            to
              renounce to the Subscriber with an effective date no later than the
              last
              day of each month following the Closing Date all Qualifying Expenditures,
              if any, incurred by the Corporation in the particular month, provided
              that
              the renunciations made under this paragraph 11(e) shall not in the
              aggregate exceed the Commitment Amount. Notwithstanding the foregoing,
              the
              renunciation in respect of the first month following the Closing Date
              shall include all Qualifying Expenditures, if any, incurred after the
              date
              upon which the Corporation accepts this Subscription Agreement and
              on or
              before the last day of such month;

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Oilsands
                Quest Inc. 

              Subscription
                Agreement for Flow-Through Shares

            	
              Page 8
of
                9

            
	 	 


    

     

     

    	(f)  	
            to
              file with the Canada Revenue Agency the form prescribed by subsection
              66(12.68) of the Act together with a copy of this Subscription Agreement
              and any "selling instruments" contemplated by such subsection within
              the
              time prescribed by the Act;

          


     

    	(g)  	
            to
              file, on a timely basis, with the Canada Revenue the form prescribed
              by
              subsection 66(12.7) of the Act necessary to give effect to any
              renunciation made pursuant to the terms of this Subscription
              Agreement;

          


     

    	(h)  	
            that
              if the Corporation does not incur and renounce to the Subscriber
              Qualifying Expenditures incurred during the Expenditure Period equal
              to
              the Commitment Amount, the Corporation shall indemnify the Subscriber
              as
              to, and pay in settlement thereof to the Subscriber, an amount equal
              to
              the amount of any tax payable or that may become payable under the
              Act
              (and under any corresponding provincial legislation) by the Subscriber
              as
              a consequence of such failure;

          


     

    	(i)  	
            to
              deliver to the Subscriber, not later than March 31, 2007, a statement
              setting forth the aggregate amounts of Qualifying Expenditures that
              the
              Corporation intends to renounce to the Subscriber effective on or before
              the last date of the Expenditure Period;

          


     

    	(j)  	
            that
              all Qualifying Expenditures renounced to the Subscriber pursuant to
              this
              Subscription Agreement will be Qualifying Expenditures incurred by
              the
              Corporation that, but for the renunciation to the Subscriber, the
              Corporation would be entitled to deduct in computing its income for
              the
              purposes of Part I of the Act;

          


     

    	(k)  	
            that
              the Corporation will not reduce the amount renounced to the Subscriber
              pursuant to subsections 66(12.6) of the Act and, in the event the Minister
              reduces the amount renounced to the Subscriber pursuant to subsection
              66(12.73) of the Act, the Corporation shall indemnify the Subscriber
              as
              to, and pay in settlement thereof to the Subscriber, an amount equal
              to
              the amount of any tax payable under the Act (and under any corresponding
              provincial legislation) by the Subscriber as a consequence of such
              reduction;

          


     

    	(l)  	
            that
              the Corporation will maintain its status as a principal-business
              corporation until January 1, 2008; 

          


     

    	(m)  	
            that
              the Corporation has not and will not enter into any transactions or
              take
              deductions which would otherwise reduce its cumulative Canadian
              exploration expense as defined in subsection 66.1(6) of the Act to
              an
              extent which would preclude the renunciation of Qualifying Expenditures
              hereunder in an amount equal to the Commitment Amount effective on
              or
              before the last date of the Expenditure Period;


          


     

    	(n)  	
            to
              timely file all forms required under the Act necessary to effectively
              renounce Qualifying Expenditures equal to the Commitment Amount to
              the
              Subscriber effective on or before the last date of the Expenditure
              Period,
              and to promptly provide the Subscriber with a copy of all such forms
              as
              are to be provided on a timely basis;

          


     

    	(o)  	
            that
              the Corporation will not be subject to the provisions of subsection
              66(12.67) of the Act in a manner which impairs its ability to renounce
              Qualifying Expenditures to the Subscriber in an amount equal to the
              Commitment Amount;

          


     

    	(p)  	
            if
              the Corporation is required under the Act to reduce Qualifying
              Expenditures previously renounced to the Subscriber, the Corporation
              shall
              make such reduction pro rata by number of Flow-Through Shares issued
              or to
              be issued pursuant to flow-through share agreements of even date with
              this
              Subscription Agreement provided that the Corporation shall not reduce
              Qualifying Expenditures renounced under this Subscription Agreement
              until
              it has first reduced to the extent possible expenditures renounced
              pursuant to flow-through share agreements dated after the date of this
              Subscription Agreement; 

          


     

    	(q)  	
            the
              Corporation is related to the Subscriber within the meaning of the
              Act and
              will continue to be related to the Subscriber up to an including January
              1, 2008; and

          


     

    	(r)  	
            the
              Corporation shall renounce Qualifying Expenditures with respect to
              this
              Subscription Agreement and all other flow-through share agreements
              of even
              date pro rata by number of Flow-Through Shares issued or to be issued
              pursuant thereto before renouncing expenditures pursuant to any
              flow-through shares agreements dated after the date of this Subscription
              Agreement.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Oilsands
                Quest Inc. 

              Subscription
                Agreement for Flow-Through Shares

            	
              Page 9
of
                9

            
	 	 


    

     

     

    	12.  	
            No
              Partnership.
              Nothing herein shall constitute or be construed to constitute a
              partnership of any kind whatsoever between the Subscriber and the
              Corporation. 

          


     

    	13.  	
            Governing
              Law.
              The contract arising out of acceptance of this Subscription Agreement
              by
              the Corporation shall be governed by and construed in accordance with
              the
              laws of the Province of Alberta and the federal laws of Canada applicable
              therein. The parties irrevocably attorn to the exclusive jurisdiction
              of
              the courts of the Province of Alberta.

          


     

    	14.  	
            Time
              of Essence.
              Time shall be of the essence of this Subscription
              Agreement.

          


     

    	15.  	
            Facsimile
              Copies.
              The Corporation shall be entitled to rely on delivery of a facsimile
              copy
              of executed subscriptions, and acceptance by the Corporation of such
              facsimile subscriptions shall be legally effective to create a valid
              and
              binding agreement between the Subscriber and the Corporation in accordance
              with the terms hereof. 

          


     

    	16.  	
            Counterpart.
              This
              Subscription Agreement may be executed in one or more counterparts
              each of
              which so executed shall constitute an original and all of which together
              shall constitute one and the same
              agreement

          


     

    	17.  	
            Severability.
              The invalidity, illegality or unenforceability of any provision of
              this
              Subscription Agreement shall not affect the validity, legality or
              enforceability of any other provision
              hereof.

          


     

    	18.  	
            Survival.
              The covenants, representations and warranties contained in this
              Subscription Agreement shall survive the closing of the transactions
              contemplated hereby, and shall be binding upon and enure to the benefit
              of
              the parties hereto and their respective heirs, executors, administrators,
              successors and permitted assigns.

          


     

    	19.  	
            Interpretation.
              The headings used in this Subscription Agreement have been inserted
              for
              convenience of reference only and shall not affect the meaning or
              interpretation of this Subscription Agreement or any provision hereof.
              In
              this Subscription Agreement, all references to money amounts are to
              Canadian dollars.

          


     

    	20.  	
            Amendment.
              Except as otherwise provided herein, this Subscription Agreement may
              only
              be amended by the parties hereto in
              writing.

          


     

    	21.  	
            Costs.
              The Subscriber acknowledges and agrees that all costs incurred by the
              Subscriber (including any fees and disbursements of any special counsel
              retained by the Subscriber) relating to the sale of the Flow-Through
              Shares to the Subscriber shall be borne by the
              Subscriber.

          


     

    	22.  	
            Assignment.
              The terms and provisions of this Subscription Agreement shall be binding
              upon and enure to the benefit of the Subscriber and the Corporation
              and
              their respective heirs, executors, administrators, successors and assigns;
              provided that this Subscription Agreement shall not be assignable by
              any
              party without prior written consent of the other
              parties.

          


     

    	23.  	
            Language.
              The Subscriber acknowledges that it has consented to and requested
              that
              all documents evidencing or relating in any way to the sale of the
              Flow-Through Shares be drawn up in the English language only. Le
              souscripteur reconna t par les présentes avoir consenti et exigé que
              tous les documents faisant foi ou se rapportant de quelque manière à la
              vente des bons de souscription spéciaux soient rédigés en anglais
              seulement.