UNDERWRITING AGREEMENT

Exhibit 1.1

UNDERWRITING AGREEMENT

November 21, 2007

Oilsands Quest Inc.
205, 707 — 7 ^th Avenue S.W.
Calgary, Alberta
T2P 3H6

Attention:		Karim Hirji
		Chief Financial Officer

Dear Sirs:

Re:		Offering of Units and Flow-Through Shares

     TD Securities Inc., Genuity Capital Markets, CIBC World Markets Inc., Desjardins Securities Inc., Lehman Brothers Canada Inc., Blackmont Capital Inc. and Canaccord Capital Corporation (collectively, the “ Underwriters ”) understand that Oilsands Quest Inc. (the “ Corporation ”) proposes to issue and sell:

	(a)		an aggregate of 11,000,000 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$5.00 per Unit. Each Warrant will entitle the holder thereof to purchase one Common Share at a price of US$6.75 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; and
	(b)		2,600,000 Common Shares to be issued on a flow-through basis (the “ Flow-Through Common Shares ”) at a price of Cdn$6.17 per Flow-Through Common Share, and the Corporation will incur or be deemed to incur and thereafter renounce Qualifying Expenditures to the original purchasers of such Flow-Through Common Shares. Flow-Through Common Shares will not be offered for sale outside of Canada.

     Upon and subject to the terms and conditions contained in this agreement, the Underwriters hereby severally, and not jointly, agree to purchase from the Corporation on the Closing Date, in the respective percentages set forth in section 18, and the Corporation hereby agrees to sell to the Underwriters, all but not less than all of the Prospectus Units, at the purchase price per Prospectus Unit specified above, being an aggregate purchase price of US$55,000,000. The Corporation hereby agrees to issue and sell to the Underwriters, subject to the provisions hereof, on the Closing Date such Prospectus Units.

     Additionally, subject to the terms and conditions hereof, the Underwriters hereby agree to act as, and the Corporation appoints the Underwriters as the sole and exclusive agents of the Corporation to offer the Flow-Through Common Shares for sale on the Closing Date at the price per Flow-Through Common Share specified above being an aggregate purchase price of Cdn$16,042,000 provided that if less than 2,600,000 Flow-Through Common Shares are sold by the Underwriters as agents, the Underwriters hereby severally and not jointly, agree to purchase from the Corporation on the Closing Date in the respective percentages set forth in section 18, that number of Flow-Through Common Shares that, together with the Flow-Through Shares sold by the Underwriters as agents, aggregate 2,600,000 Flow-

Through Common Shares. The Corporation hereby agrees to issue and sell to the Underwriters, subject to the provisions hereof, on the Closing Date such Flow-Through Common Shares. Prospectus Units and Flow-Through Common Shares are collectively referred to as “ Prospectus Securities ”.

     The Corporation hereby grants to the Underwriters an option (the “ Over-Allotment Option ”) to purchase from the Corporation, at the Underwriters’ election, up to an additional 1,650,000 Common Shares at U.S. $4.72 per share and up to an additional 825,000 Warrants at U.S. $0.56 per Warrant, either separately or as units (each such unit consisting of the same securities as a Prospectus Unit) at U.S. $5.00 per unit (the “ Over-Allotment Option Units, ” and together with the Prospectus Units, the “ Offered Units ”). Common Shares and Warrants purchased separately pursuant to the Over-Allotment Option are referred to as “ Over-Allotment Option Shares ” and “ Over-Allotment Option Warrants ”, respectively, and Over-Allotment Option Shares, Over-Allotment Option Warrants and Over-Allotment Option Units are collectively referred to as “ Over-Allotment Option Securities ”. The Underwriters may exercise the Over-Allotment Option, in whole or in part, at any time prior to 4:00 p.m. (Calgary time) on the date that is 30 days after the Closing Date for the purpose of covering over-allotments, if any, and for market stabilization purposes, by written notice to the Corporation setting forth the number of Over-Allotment Option Securities to be purchased. In the event and to the extent that the Underwriters exercise the Over-Allotment Option, subject to the terms and conditions hereof, the Underwriters hereby severally, and not jointly, agree to purchase from the Corporation the number of Over-Allotment Option Securities as to which the Over-Allotment Option shall have been exercised in the respective percentages set forth in section 18 hereof, and the Corporation hereby agrees to issue and sell such number of Over-Allotment Option Securities to the Underwriters at the prices specified above.

     The Underwriters shall be entitled (but not obligated) in connection with the offering and sale of the Offered Securities to retain as sub-agents other registered securities dealers and may receive subscriptions for Offered Securities from subscribers from other registered dealers. The fee payable to any such sub-agent shall be for the account of the Underwriters.

     The Underwriters will offer the Offered Securities initially at the offering prices specified above. The Underwriters may subsequently reduce the price at which the Offered Securities (other than the Flow-Through Common Shares) are offered. Any such reduction shall not reduce the proceeds received by the Corporation.

     In this agreement:

	(a)		“ Additional Closing Date ” and “ Additional Closing Time ” have the meanings ascribed thereto in subsection 13(b);
	(b)		“ agreement ” means this agreement and not any particular article or section or other portion except as may be specified, and words such as “ hereof ”, “ hereto ”, “ herein ” and “ hereby ” refer to this agreement as the context requires;
	(c)		“Applicable Time” means 9:40 a.m. (Calgary time) on November 21, 2007;
	(d)		“ASA ” means the Securities Act (Alberta), RSA 2000 c.S-4, as amended, including the regulations promulgated thereunder;
	(e)		“ ASC ” means the Alberta Securities Commission;

	(f)		“ affiliate ” has the meaning ascribed thereto under the ASA;
	(g)		“ Business Day ” means a day which is not Saturday or Sunday or a legal holiday in Calgary, Alberta;
	(h)		“ Canadian Base Prospectus ” means the (final) MJDS shelf prospectus of the Corporation dated November 16, 2007 relating to the distribution of Common Shares, warrants and/or units of the Corporation filed with the Securities Commissions;
	(i)		“ Canadian Exploration Expenses ” or “ CEE ” means Canadian exploration expense described in paragraph (a), (d) or (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act or that would be described in paragraph (h) of such definition if the reference therein to “paragraphs (a) to (d) and (f) to (g.i)” were read as “paragraphs (a), (d) or (f)”, excluding any amounts that are prescribed to constitute “Canadian exploration and development overhead expense” under the Tax Act, the amount of any assistance received by the Corporation described in paragraph 66(12.6)(a) of the Tax Act and any expense described in paragraph 66(12.6)(b.1) of the Tax Act;
	(j)		“ Canadian Preliminary Prospectus Supplement ” means the preliminary prospectus supplement relating to the Offered Securities provided to the Underwriters for purposes of marketing the Offered Securities in Canada and filed with the Securities Commissions pursuant to the MJDS;
	(k)		“ Canadian Prospectus Supplement ” means the prospectus supplement relating to the Offered Securities to be filed with the Securities Commissions pursuant to the MJDS in accordance with section 3(b) hereof;
	(l)		“ Canadian Prospectus ” means the Canadian Base Prospectus as supplemented by the Canadian Preliminary Prospectus Supplement until such time as the Canadian Prospectus Supplement is filed with the Securities Commissions, after which time “Canadian Prospectus” means the Canadian Base Prospectus as supplemented by the Canadian Prospectus Supplement;
	(m)		“ Canadian Securities Laws ” means, collectively, the applicable securities laws of each of the Qualifying Provinces and the respective regulations, rules, instruments, rulings and orders made thereunder and the applicable policy statements issued by the Securities Commissions thereunder;
	(n)		“ Commitment Amount ” means the amount equal to Cdn$6.17 multiplied by the number of Flow-Through Common Shares subscribed and paid for pursuant to the Flow-Through Subscription Agreements;
	(o)		“ Closing Date ” means December 5, 2007 or such other date as the parties hereto may agree, but in any event, not later than December 31, 2007;
	(p)		“ Closing Time ” means 6:30 a.m. (Calgary time) or such other time, on the Closing Date, as the Underwriters and the Corporation may agree;

	(q)		“ Common Shares ” means the common shares in the capital of the Corporation, par value $.001 per share and, where appropriate in the context, includes the Common Shares included in the Offered Securities;
	(r)		“ Corporation ” means Oilsands Quest Inc.;
	(s)		“ Corporation’s auditors ” means Pannell Kerr Forster, independent registered public accounting firm, Vancouver, British Columbia, who were the auditors of the Corporation up to November 13, 2007;
	(t)		“ Corporation’s Counsel ” means Corporation’s Canadian counsel and Corporation’s U.S. counsel;
	(u)		“ Corporation’s Canadian counsel ” means Macleod Dixon LLP or such other legal counsel as the Corporation, with the consent of the Underwriters, may appoint;
	(v)		“ Corporation’s U.S. counsel ” means Burns, Figa & Will, P.C. or such other legal counsel as the Corporation, with the consent of Underwriters, may appoint;
	(w)		“ distribution ” means “ distribution ” or “ distribution to the public ”, as the case may be, as defined under the applicable Securities Laws and “ distribute ” has a corresponding meaning;
	(x)		“ Disclosure Package” means, as of the Applicable Time and all considered together:

	(i)		the U.S. Base Prospectus;
	(ii)		the U.S. Preliminary Prospectus Supplement;
	(iii)		the Issuer Free Writing Prospectuses, if any, identified in Schedule “A” hereto; and
	(iv)		any other Free Writing Prospectus that the parties hereto shall expressly agree in writing to treat as part of the Disclosure Package

(y)

“ Documents ” means, collectively, the documents incorporated by reference in the Prospectuses and any Supplementary Material including:

	(i)		the Form 10-KSB;
	(ii)		the Form 10-Q;
	(iii)		the Forms 8-K; and
	(iv)		the Corporation’s registration statement on Form 10-SB filed October 14, 1999, as amended by Forms 8-A filed on March 13, 2006 and August 23, 2006.

(z)

“ Effective Date” means November 7, 2007, the date upon which the Registration Statement became effective;

	(aa)		“ Exchange ” means the American Stock Exchange;
	(bb)		“ Expenditure Period ” means the period commencing on the date of acceptance of the Flow-Through Subscription Agreements and ending on the earlier of:

	(i)		the date on which the Commitment Amount has been fully expended in accordance with the terms of the Flow-Through Subscription Agreements; and
	(ii)		December 31, 2008;

(cc)

“ Financial Statements ”, means collectively:

	(i)		the audited annual consolidated financial statements of the Corporation as at and for the years ended April 30, 2007 and April 30, 2006, together with the report of the Corporation’s auditors thereon and the notes thereto;
	(ii)		the unaudited interim comparative consolidated financial statements of the Corporation as at and for the three month periods ended July 31, 2007 and July 31, 2006, together with the notes thereto;

	(dd)		“ Flow-Through Subscription Agreements ” means, collectively, the agreements to be entered into between the Corporation and one or more of the Underwriters or any participants in the Selling Dealer Group for and on behalf of and as agents for purchasers of Flow-Through Common Shares on or prior to the Closing Date setting out the contractual relationship between the Corporation and the purchasers of Flow-Through Common Shares, in form and substance satisfactory to the Corporation and the Underwriters and substantially as set out as Schedule “B” to this agreement or such other form agreed to by the Corporation and the Underwriters
	(ee)		“ Form 10-KSB ” means the annual report of the Corporation on Form 10-KSB for the year ended April 30, 2007, as filed with the SEC, including the exhibits thereto;
	(ff)		“ Form 10-Q ” means the quarterly report of the Corporation on Form 10-Q for the quarter ended July 31, 2007 as filed with the SEC, including the exhibits thereto;
	(gg)		“ Forms 8-K ” means each of the current reports of the Corporation on Form 8-K since April 30, 2007 as filed with the SEC;
	(hh)		“ Free Writing Prospectus ” means any “free writing prospectus” as defined in Rule 405 of the Securities Act;
	(ii)		“ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus” as defined in Rule 433 of the Securities Act;
	(jj)		“ Material Adverse Effect ” in respect of a person, means any effect, that is, or could reasonably be expected to be material and adverse to the condition (financial or otherwise), properties, assets, prospects, liabilities, obligations, cash flow, income or business operations of such person, taken as a whole;

	(kk)		“ material change ”, “ material fact ” and “ misrepresentation ” shall have the meanings ascribed thereto under the applicable Securities Laws;
	(ll)		“ Material Subsidiaries ” means Oilsands Quest Sask Inc. and any other Subsidiary of the Corporation, the total assets of which constitute more than 10% of the consolidated assets of the Corporation as at July 31 , 2007 or the total revenues of which constitute more than 10% of the consolidated revenues of the Corporation for the three months ended July 31, 2007;
	(mm)		“ McDaniel ” means McDaniel & Associates Consultants Ltd., independent petroleum consultants of Calgary, Alberta;
	(nn)		“ McDaniel Report ” means the report of McDaniel dated November 1, 2007 with respect to an estimate of the discovered resources in the Corporation’s Axe Lake discovery as of October 31, 2007;
	(oo)		“ MJDS ” means the multi-jurisdictional disclosure system described in National Instrument 71-101 of the Canadian Securities Administrators, as amended;
	(pp)		“ MRRS Procedures ” means the mutual reliance review system and procedures provided for by National Policy 43-201 of the Canadian Securities Administrators, as amended;
	(qq)		“ Offered Units ” means, collectively, the Prospectus Units and the Over-Allotment Option Units;
	(rr)		“ Offered Securities ” means, collectively, the Prospectus Units, the Flow-Through Common Shares and any Over-Allotment Option Securities;
	(ss)		“ OQI Sask Common Shares ” means the common shares in the capital of OQI Sask from time to time and, where the context permits, includes the OQI Sask Flow-Through Shares;
	(tt)		“ OQI Sask Commitment Amount ” means the aggregate amount of consideration paid by the Corporation for the OQI Sask Flow-Through Shares pursuant to the OQI Sask Flow-Through Subscription Agreement, which amount shall be equal to the Commitment Amount;
	(uu)		“ OQI Sask Expenditure Period ” means the period commencing on the date that OQI Sask accepts the OQI Sask Flow-Through Subscription Agreement and ends on the earlier of:

	(i)		the date on which the OQI Sask Commitment Amount has been fully expended in accordance with the terms of the OQI Sask Flow-Through Subscription Agreement; and
	(ii)		December 31, 2008;

(vv)

“ OQI Sask Flow-Through Shares ” means the OQI Sask Common Shares issued on a “flow-through basis” in accordance with the provisions of the Tax Act and subscribed for by the Corporation pursuant to the OQI Sask Flow-Through Subscription Agreement;

	(ww)		“ OQI Sask Flow-Through Subscription Agreement ” means the subscription and renunciation agreement to be entered into between the Corporation and OQI Sask setting out the contractual relationship between OQI Sask and the Corporation with respect to the Corporation’s subscription for OQI Sask Flow-Through Shares;
	(xx)		“ OQI Sask Qualifying Expenditures ” means expenses that are CEE at the date they are incurred to the extent permitted to be renounced to the Corporation under the OQI Sask Flow-Through Subscription Agreement;
	(yy)		“ Prospectuses ” means, collectively, the Canadian Prospectus and the U.S. Prospectus;
	(zz)		“ Prospectus Supplements ” means the Canadian Prospectus Supplement and the U.S. Prospectus Supplement;
	(aaa)		“ Proxy Statement ” means the proxy statement of the Corporation filed with the SEC;
	(bbb)		“ Public Record ” means all information filed by or on behalf of the Corporation with the SEC and the Securities Commissions, including without limitation, the Documents, the Prospectuses, any Supplementary Material and any other information filed with the SEC or any Securities Commission in compliance, or intended compliance, with any applicable Securities Laws;
	(ccc)		“ Qualifying Expenditures ” means expenses that are CEE at the date they are incurred;
	(ddd)		“ Qualifying Provinces ” means each of the provinces of Canada other than Quebec;
	(eee)		“ Registration Statement ” means the registration statement on Form S-3 (File no. 333-147200), which became automatically effective on the Effective Date, for the registration of Common Shares, warrants and/or units of the Corporation under the Securities Act, including the exhibits thereto and the documents incorporated by reference therein, as amended at the Effective Date;
	(fff)		“ Reserves Statement ” means the statement of oil and gas reserves data and other oil and gas information for the year ended April 30, 2007 prepared as of July 27, 2007 and filed with the ASC;
	(ggg)		“ SEC ” means the United States Securities and Exchange Commission;
	(hhh)		“ SEC Rules and Regulations ” means the published rules and regulations of the SEC;
	(iii)		“ Securities Commissions ” means the securities commissions or similar regulatory authorities in the Qualifying Provinces;
	(jjj)		“ Securities Laws ” means the Canadian Securities Laws and the U.S. Securities Laws;
	(kkk)		“ Selling Dealer Group ” means the dealers and brokers other than the Underwriters who participate in the offer and sale of the Offered Securities pursuant to this agreement;
	(lll)		“ Subscriber ” means a person who subscribes for Flow-Through Common Shares;

	(mmm)		“ Subsidiary ” means a subsidiary within the meaning of the ASA;
	(nnn)		“ Supplementary Material ” means, collectively, any amendment to a Prospectus, any amended or supplemented Prospectus or any ancillary material, information, evidence, return, report, application, statement or document which may be filed by or on behalf of the Corporation with the SEC or the Securities Commission under the applicable Securities Laws;
	(ooo)		“ Tax Act ” means the Income Tax Act (Canada) as amended and the regulations thereunder;
	(ppp)		“ Underwriters’ Canadian counsel ” means Blake, Cassels & Graydon LLP or such other legal counsel as the Underwriters, with the consent of the Corporation, may appoint;
	(qqq)		“ Underwriters’ U.S. counsel ” means Paul, Weiss, Rifkind, Wharton & Garrison LLP or such other legal counsel as the Underwriters, with the consent of the Corporation, may appoint;
	(rrr)		“ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
	(sss)		“ U.S. Base Prospectus ” means the base prospectus included in the Registration Statement;
	(ttt)		“ U.S. Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;
	(uuu)		“ U.S. Preliminary Prospectus Supplement ” means the preliminary prospectus supplement relating to the Offered Securities provided to the Underwriters for purposes of marketing the Offered Securities in the United States and filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations;
	(vvv)		“ U.S. Prospectus Supplement ” means the prospectus supplement relating to the Offered Securities to be filed with SEC pursuant to Rule 424(b) of the SEC Rules and Regulations in accordance with section 3(b) hereof;
	(www)		“ U.S. Prospectus ” means the U.S. Base Prospectus as supplemented by the U.S. Preliminary Prospectus Supplement until such time as the U.S. Prospectus Supplement is filed with the SEC, after which time “ U.S. Prospectus ” means the U.S. Base Prospectus as supplemented by the U.S. Prospectus Supplement;
	(xxx)		“ U.S. Securities Act ” means the United States Securities Act of 1933, as amended;
	(yyy)		“ U.S. Securities Laws ” means all of the applicable federal and state securities laws and regulations of the United States, including without limitation, the U.S. Securities Act, the U.S. Exchange Act and the respective rules and regulations of the SEC thereunder; and
	(zzz)		“ Warrant Indenture ” means the Indenture to be entered into between the Corporation and Computershare Trust Company of Canada, as indenture trustee, relating to the Warrants.

     In addition, unless otherwise defined herein capitalized terms shall have the meanings ascribed thereto in the Prospectuses.

     In consideration for its services hereunder, the Corporation agrees to pay to the Underwriters:

	(a)		at the Closing Time, a fee equal to the amount of US$0.25 (5%) for each Prospectus Unit purchased for an aggregate fee of US$2,750,000;
	(b)		at the Closing Time, a fee equal to the amount of Cdn$0.3085 (5%) for each Flow-Through Common Share purchased for an aggregate fee of Cdn$802,100; and
	(c)		at the Additional Closing Time, a fee of:

	(i)		US$0.25 (5%) for each Over-Allotment Option Unit purchased;
	(ii)		US$0.236 (5%) for each Over-Allotment Option Share purchased; and
	(iii)		US$0.028 (5%) for each Over-Allotment Option Warrant purchased.

     The foregoing fees (collectively, the “ Underwriting Fee ”) may, at the sole option of the Underwriters, be deducted from the aggregate gross proceeds of the sale of the Offered Securities and withheld for the account of the Underwriters. For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax (“ GST ”) provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that GST provided for in the Excise Tax Act (Canada) is exigible on the Underwriting Fee, the Corporation agrees to pay the amount of GST forthwith upon the request of the Underwriters. The Corporation also agrees to pay the Underwriters’ expenses as set forth in section 10 hereof.

(a)

The Corporation represents and warrants to the Underwriters that:

	(i)		the Corporation meets the general eligibility requirements for use of Form S-3 under the U.S. Securities Act;
	(ii)		the Corporation has filed the Registration Statement with the SEC and the Registration Statement became effective upon filing on November 7, 2007;
	(iii)		the Corporation is eligible to make use of the MJDS for the distribution of the Offered Securities in the Qualifying Provinces;
	(iv)		the Corporation has filed the Canadian Base Prospectus with the Securities Commissions in accordance with the MJDS and Canadian Securities Laws and has obtained a final MRRS decision document from the ASC (as the principal regulator) confirming that a final receipt has been issued by each of the Securities Commissions;

	(v)		the Corporation has filed the U.S. Preliminary Prospectus Supplement with the SEC pursuant to Rule 424(b)(5) of the SEC Rules and Regulations and has filed the Canadian Preliminary Prospectus Supplement with the Securities Commissions pursuant to the MJDS and Canadian Securities Laws;
	(vi)		the Corporation has fulfilled all requirements to be fulfilled by the Corporation, including the filing of the Canadian Base Prospectus and the Canadian Preliminary Prospectus Supplement but excluding the preparation and filing of the Canadian Prospectus Supplement, to enable the Offered Securities to be offered for sale and sold to the public in the Qualifying Provinces through registrants who have complied with the relevant provisions of applicable Canadian Securities Laws.

	(b)		The Corporation shall forthwith prepare the U.S. Prospectus Supplement and the Canadian Prospectus Supplement in a form satisfactory to the Underwriters, acting reasonably, and in compliance with all applicable Securities Laws and file the U.S. Prospectus Supplement with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations and the Canadian Prospectus Supplement with the Securities Commissions in accordance with applicable Canadian Securities Laws within the time period prescribed and will provide evidence satisfactory to the Underwriters of such timely filings.
	(c)		The Corporation will promptly advise the Underwriters:

	(i)		when the U.S. Prospectus shall have been filed with the SEC pursuant to Rule 424(b) of the SEC Rules and Regulations;
	(ii)		when the Canadian Prospectus has been filed with the Securities Commission pursuant to applicable Canadian Securities Laws;
	(iii)		when, prior to the termination of the offering of the Offered Securities, any amendment to the Registration Statement or the Prospectuses shall have been filed or become effective or a MRRS decision document in respect of any such amendment had been issued, as the case may be;
	(iv)		of any request by the SEC or its staff for any amendments of the Registration Statement or for any supplement to the U.S. Prospectus or any additional information;
	(v)		of any request by any Securities Commission or any regulatory authority in Canada for any amendment or supplement to the Canadian Prospectus or any additional information;
	(vi)		of the issuance by the SEC of any stop orders suspending the effectiveness of the Registration Statement or of any notice that would prevent its use, or the issuance by any Securities Commission or any other regulatory authority in Canada of any cease trading or similar order relating to the Offered Securities, or the institution or threatening of any proceeding for such purposes;
	(vii)		of the receipt by the Corporation of any communication related to the Prospectuses, the offering of the Offered Securities or the listing of the

Common Shares or the Warrants included in the Offered Securities on the Exchange; and

(viii)

of the receipt by the Corporation of any notification with respect to the suspension of the qualification of the Offered Securities for sale in any jurisdiction or the institution or threatening of any proceedings for such purpose.

	(d)		The Corporation will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection and, upon such issuance, occurrence or objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or prevention, including, if necessary, by filing an amendment to the Registration Statement or the Prospectuses or a new registration statement or prospectus or use its best efforts to have such amendment or new registration statement or prospectus declared effective or qualified as soon as practicable.
	(e)		During the period of distribution of the Offered Securities, prior to the filing with any Securities Commissions or the SEC of any Supplementary Material or any documents incorporated by reference therein after the date hereof, the Corporation shall have allowed the Underwriters and the Underwriters’ counsel to participate fully in the preparation of, and to approve the form of, such documents and to have reviewed any documents incorporated by reference therein.
	(f)		During the period from the date hereof until completion of the distribution of the Offered Securities, the Corporation shall allow the Underwriters to conduct all due diligence which they may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificates required to be executed by them in the Prospectuses or in any Supplementary Material. Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditors, independent engineers, legal counsel and other experts to be available, to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to the Closing Time (collectively, the “ Due Diligence Session ”). The Underwriters shall distribute a list of written questions to be answered in advance of such Due Diligence Session and the Corporation shall provide written responses to such questions and shall use its commercially reasonable efforts to have its auditors, independent engineers, legal counsel and other experts provide written responses to such questions in advance of the Due Diligence Session.
	(g)		The Corporation shall, in cooperation with the Underwriters, take such action as the Underwriters may reasonably request to qualify the Offered Securities (other than the Flow-Through Common Shares) for offering and sale under the applicable Securities Laws of such states of the United States as the Underwriters may designate and maintain such qualification in effect for so long as shall be necessary to effect the distribution of the Offered Securities (other than the Flow-Through Common Shares) as contemplated hereby; provided, however, that with respect to state securities law qualifications, the Corporation shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subjected.

(h)

Until the distribution of the Offered Securities shall have been completed, the Corporation shall promptly take or cause to be taken all additional steps and proceedings that from time to time may be required under the Securities Laws to continue to qualify the Offered Securities for distribution in all of the Qualifying Provinces and to qualify the Offered Securities (other than the Flow-Through Common Shares) for distribution in the United States or, in the event that the Offered Securities have, for any reason, ceased so to qualify, to again qualify the Offered Securities .

     The Corporation shall deliver or cause to be delivered without charge to the Underwriters and the Underwriters’ counsel the documents set out below at the respective times indicated:

(a)

prior to or contemporaneously with the execution of this agreement:

	(i)		copies of each of the Canadian Prospectus and the Canadian Preliminary Prospectus Supplement signed as required under applicable Canadian Securities Law;
	(ii)		copies of the Registration Statement signed as required by the applicable Securities Laws;
	(iii)		copies of the U.S. Preliminary Prospectus Supplement; and
	(iv)		copies of any documents incorporated by reference in the Registration Statement and the Prospectuses which have not previously been delivered to the Underwriters;

	(b)		as soon as they are available, copies of any Supplementary Material, signed as required by the Securities Laws and including, in each case, copies of any documents incorporated by reference therein which have not been previously delivered to the Underwriters;
	(c)		at the time of the execution of this agreement, a “comfort letter” from the Corporation’s auditors, dated such date, addressed to the Underwriters and satisfactory in form and substance to the Underwriters and the Underwriters’ counsel, acting reasonably, confirming that such firm is an “independent registered accounting firm” with respect to the Corporation and its Subsidiaries within the meaning of the Securities Act and the SEC Rules and Regulations and Public Company Accounting Oversight Board (United States) and “independent” with respect to the Corporation for the purposes of the ASA and to the effect that they have carried out certain procedures performed for the purposes of comparing certain specified financial information contained or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectuses with indicated amounts in the financial statements or accounting records of the Corporation and have found such information to be in agreement, which comfort letter shall be based on the applicable auditors’ review having a cut-off date of not more than two Business Days prior to the date of this Agreement;

     Comfort letters similar to the foregoing shall be provided to the Underwriters with respect to any Supplementary Material and any other relevant document at the time the same is presented to the Underwriters for their signature or, if the Underwriters’ signature is not required, at the time the same is

filed. All such letters shall be in form and substance acceptable to the Underwriters and the Underwriters’ counsel, acting reasonably.

     The deliveries referred to in subsections 4(a) and (b) shall also constitute the Corporation’s consent to the use by the Underwriters and other members of the Selling Dealer Group of the Registration Statement, the Disclosure Package and the Prospectuses, the Documents, the Prospectuses and any Supplementary Material in connection with the offering and sale of the Offered Securities.

(a)

The Corporation shall, as soon as possible but in any event not later than noon (local time at the place of delivery) on the Business Day following the date of the filing of the Canadian Prospectus Supplement and the U.S. Prospectus Supplement, with the Securities Commissions and no later than noon (local time) on the first Business Day after the execution of any Supplementary Material in connection with the Prospectuses, cause to be delivered to the Underwriters, without charge, commercial copies of the Prospectuses or such Supplementary Material in such numbers and in such cities as the Underwriters may reasonably request by oral or written instructions to the Corporation or the printer thereof given no later than the time when the Corporation authorizes the printing of the commercial copies of such documents.

(b)

The Corporation shall cause to be provided to the Underwriters such number of copies of any documents incorporated by reference in the Prospectuses or any Supplementary Materials as the Underwriters may reasonably request.

(a)

During the period of distribution of the Offered Securities, the Corporation will promptly inform the Underwriters in writing of the full particulars of:

	(i)		any material change (actual, anticipated or threatened) in or affecting the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation;
	(ii)		any change in any material fact contained or referred to in the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material; and
	(iii)		the occurrence or discovery of a material fact or event which, in any such case, is, or may be, of such a nature as to:

	(A)		render the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material untrue, false or misleading in any material respect;
	(B)		result in a misrepresentation in the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material; or

(C)

result in the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material not complying in any material respect with the Securities Laws,

			provided that if the Corporation is uncertain as to whether a material change, change, occurrence or event of the nature referred to in this section has occurred or been discovered, the Corporation shall promptly inform the Underwriters of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Underwriters as to whether the occurrence is of such nature.
	(b)		During the period of distribution of the Offered Securities, the Corporation will promptly inform the Underwriters in writing of the full particulars of:

	(i)		any request of any Securities Commission, the SEC or similar regulatory authority for any amendment to, or to suspend or prevent the use of, the Registration Statement, Disclosure Package and the Prospectuses, or any other part of the Public Record or for any additional information;
	(ii)		the issuance by any Securities Commission, the SEC or similar regulatory authority, the Exchange or any other competent authority of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose; and
	(iii)		the receipt by the Corporation of any communication from any Securities Commission, the SEC or similar regulatory authority, the Exchange or any other competent authority relating to the Registration Statement, the Disclosure Package and the Prospectuses or any other part of the Public Record or the distribution of the Offered Securities.

	(c)		The Corporation will promptly comply to the reasonable satisfaction of the Underwriters and the Underwriters’ counsel with applicable Securities Laws with respect to any material change, change, occurrence or event of the nature referred to in subsections 6(a) or 6(b) above and the Corporation will prepare and file promptly at the Underwriters’ request any amendment to the Disclosure Package, the Prospectuses, the Registration Statement or Supplementary Material as may be required under Securities Laws; provided that the Corporation shall have allowed the Underwriters and the Underwriters’ counsel to participate fully in the preparation of any Supplementary Material, to have reviewed any other documents incorporated by reference therein and conduct all due diligence investigations which the Underwriters may reasonably require in order to fulfill their obligations as underwriters and in order to enable the Underwriters responsibly to execute the certificate required to be executed by them in, or in connection with, any Supplementary Material, such approval not to be unreasonably withheld and to be provided in a timely manner. The Corporation shall further promptly deliver to each of the Underwriters and the Underwriters’ counsel a copy of each Supplementary Material as filed with the Securities Commissions, and of letters with respect to each such Supplementary Material substantially similar to those referred to in section 4 above.
	(d)		During the period of distribution of the Offered Securities, the Corporation will promptly provide to the Underwriters, for review by the Underwriters and the Underwriters’ counsel, prior to filing or issuance:

	(i)		any financial statement of the Corporation;
	(ii)		any proposed document, including without limitation any amendment to any document, which may be incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Preliminary Prospectus or the Prospectuses; and
	(iii)		any press release of the Corporation.

(e)

The Corporation agrees to fulfill its obligations and comply with the terms and conditions of the Flow-Through Subscription Agreements and agrees that the subscription funds for the Flow-Through Common Shares will be expended in accordance with the terms of the Flow-Through Subscription Agreements and the provisions hereof.

(a)

Each delivery of the Prospectuses, the Prospectus Supplements and any Supplementary Material pursuant to section 4 above shall constitute a representation and warranty to the Underwriters by the Corporation (and the Corporation hereby acknowledges that each of the Underwriters is relying on such representations and warranties in entering into this agreement) that:

(i)

all of the information and statements (except information and statements furnished by and relating solely to the Underwriters) contained in the Registration Statement, the Disclosure Package and the Prospectuses or any Supplementary Material, as applicable, including, without limitation, the documents incorporated by reference, as the case may be, at the respective dates of such documents and at the Closing Date:

	(A)		conform in all material respects to the requirements of the applicable Securities Laws, including without limitation the Securities Act and the SEC Rules and Regulations;
	(B)		contain no misrepresentation;
	(C)		did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and
	(D)		constitute full, true and plain disclosure of all material facts relating to the Corporation and the Offered Securities;

	(ii)		the Canadian Prospectus, or any Supplementary Material, as applicable, including, without limitation, the documents incorporated by reference, as the case may be, complies in all material respects with the applicable Securities Laws;
	(iii)		as of the Applicable Time, the Disclosure Package does not and will not contain any untrue statement of a material fact or omit to state any material fact

necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(iv)

except as is disclosed in the Registration Statement, the Disclosure Package and the Prospectuses, there has been no intervening material change (adverse material change until filing of the Prospectuses) (actual, proposed or prospective, whether financial or otherwise), from the date of the Registration Statement, the Disclosure Package and the Prospectuses to the time of delivery thereof, in the business, operations, revenues, capital, properties, assets, liabilities (absolute, accrued, contingent or otherwise), condition (financial or otherwise) or results of operations of the Corporation.

(b)

In addition to the representations and warranties contained in subsection 7(a) hereof, the Corporation represents and warrants to the Underwriters, and acknowledges that each of the Underwriters is relying upon such representations and warranties in entering into this agreement, that:

	(i)		each of the Corporation and each Material Subsidiary has been duly incorporated, continued or organized, as the case may be, and is validly existing under the laws of the jurisdiction of its incorporation, continuance or organization and has all requisite corporate authority and power to carry on its businesses, as now conducted and as presently proposed to be conducted by it, and to own its assets;
	(ii)		the only Subsidiaries of the Corporation are Oilsands Quest Sask Inc. (“ OQI Sask ”), Township Petroleum Corporation (“ TPC ”), Western Petrochemicals Corp. (“ WPC ”), Stripper Energy Service Inc. (“ Stripper ”) and 1291239 Alberta Ltd. (“ 1291235 ”) and the only Material Subsidiary of the Corporation is OQI Sask;
	(iii)		each of the Corporation and its Material Subsidiaries is qualified to carry on business under the laws of each jurisdiction where it carries on its business;
	(iv)		the Corporation has full corporate power and authority to enter into this agreement, the Flow-Through Subscription Agreements, the OQI Sask Flow-Through Subscription Agreement and the Warrant Indenture and to perform its obligations set out herein and therein (including, without limitation, to issue the Offered Securities), and this agreement is and at the Closing Time, the Flow-Through Subscription Agreements, the OQI Sask Flow-Through Subscription Agreement and the Warrant Indenture will have been duly authorized, executed and delivered by the Corporation and will be valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms subject to laws relating to creditors’ rights generally and except as rights to indemnity may be limited by applicable law;
	(v)		the sale and delivery of the Offered Securities by the Corporation:

(A)

have been duly authorized by all necessary action on the part of the Corporation;

	(B)		do not require the consent, approval, authorization, registration or qualification of or with any governmental authority, stock exchange, Securities Commission, the SEC or other regulatory authority or other similar third party (except (A) those which have been obtained or (B) those as may be required (and will be obtained prior to the Closing Time) under applicable Securities Laws);
	(C)		do not and will not (or will not with the giving of notice, the lapse of time or the happening of any other event or condition) result in a breach or a violation of, or conflict with or result in a default under (A) any of the terms or provisions of the articles or by-laws of the Corporation, (B) any resolution of the board of directors, (or any committee thereof) or securityholders of the Corporation, or (C) any judgment, decree, order or award of any court, governmental body or arbitrator having jurisdiction over the Corporation, or any agreement, license or permit to which the Corporation is a party;
	(D)		do not and will not result in the violation of any law; and
	(E)		do not and will not give rise to any lien on or with respect to the properties or assets now owned or hereafter acquired by the Corporation or the acceleration of or the maturity of any indebtedness or other liabilities or obligations under any indenture, mortgage, lease, agreement or instrument binding or affecting any of them or any of its properties;

	(vi)		neither the Corporation nor any Material Subsidiary is a party to any material mortgage, note, indenture, deed of trust, contract, agreement, instrument, lease, license or other document other than as described in the Registration Statement, the Disclosure Package and the Prospectuses;
	(vii)		each of the Corporation and its Subsidiaries has conducted and is conducting its business in compliance in all respects with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and holds all permits, licenses, consents and approvals to enable its business to be carried on as now conducted and its property and assets to be owned, leased and operated, except in each case where the failure to be in such compliance or to hold such permits would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) and all such permits, licenses, consents and approvals are in good standing and none contains any term, provision, condition or limitation which will have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) and the Corporation is not aware of any fact or matter which would reasonably be expected to result in the termination of any such permit or otherwise have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) ;
	(viii)		neither the Corporation nor any Material Subsidiary is in breach or violation of any of the terms, conditions or provisions of the articles, constating documents, by-laws or resolutions of the shareholders or directors (or any committee thereof) of the Corporation or the Material Subsidiary, as the case may be;

(ix)

neither of the Corporation nor any Subsidiary is in breach of violation of:

	(A)		any permits, licenses, consents and approvals issued to the Corporation or the Subsidiary, as the case may be, or any agreement, indenture, lease, document or instrument to which the Corporation or the Subsidiary is a party or by which it is contractually bound, except for any breach or violations which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole); or
	(B)		any statute, regulation or rule applicable to the Corporation or any Subsidiary or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Corporation or any Subsidiary, except for any breach or violations which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole);

	(x)		to the knowledge of the senior management of the Corporation, after reasonable inquiry, there is no person who as of the date hereof directly or indirectly will beneficially own or have control or direction over greater than 10% of the voting rights attached to all outstanding voting securities of the Corporation other than as disclosed in the Registration Statement, the Disclosure Package, and the Prospectus;
	(xi)		the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of this agreement, the Flow-Through Subscription Agreement, the OQI Sask Flow-Through Subscription Agreement, the Warrant Indenture or any of the transactions contemplated hereby or thereby by the Corporation, does not and will not result in any breach of or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, would result in a breach of or constitute a default under, any term or provision of the articles, by-laws or resolutions of shareholders or directors of the Corporation, or any indenture, mortgage, note, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound, or any law, judgment, decree, order, statute, rule or regulation applicable to the Corporation, except for any breach or default which would not have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole);
	(xii)		since April 30, 2007 there have been no facts, transactions, events or occurrences which, to the knowledge of the Corporation, could have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) which have not been disclosed in the Registration Statement, the Disclosure Package and the Prospectuses or in writing to the Underwriters;
	(xiii)		the Financial Statements fairly present, in all material respects and in accordance with generally accepted accounting principles in the United States consistently applied, the financial position of the Corporation as at the dates thereof for the periods then ended and reflect all liabilities (absolute, accrued, contingent or otherwise) of the Corporation as at the dates thereof;

	(xiv)		except as disclosed in the Registration Statement, the Disclosure Package and the Prospectuses, each of the Corporation and its Material Subsidiaries has carried on business in the ordinary course;
	(xv)		there are no actions, suits, proceedings or inquiries pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any of its Material Subsidiaries at law or in equity or before or by any federal, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality which, in any way could reasonably be expected to have a Material Adverse Effect on the Corporation and its Subsidiaries (taken as a whole) or which affects or may affect the distribution of the Offered Securities and the Corporation is not aware of any existing ground on which such action, suit, proceeding or inquiry might be commenced with any reasonable likelihood of success;
	(xvi)		the authorized capital of the Corporation consists of 500 million Common Shares and 10 million preferred shares, issuable in series, and as of November 15, 2007 the issued and outstanding capital of the Corporation consists of 190,888,781 Common Shares, and one Series B Preferred Share, each of which has been validly issued as a fully paid and non-assessable share in the capital of the Corporation;
	(xvii)		except as disclosed in the Public Record, no person, firm or corporation holds any securities convertible or exchangeable into securities of the Corporation or any Material Subsidiary or has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement, warrant, option or right for the purchase, subscription or issuance of any unissued Common Shares;
	(xviii)		except as disclosed in the Public Record the Corporation does not, directly or indirectly, hold any shares, other securities, options or rights to subscribe for shares or other securities of any corporation, partnership or other entity except for the Subsidiaries;
	(xix)		Computershare Trust Company of Canada acts as the transfer agent and registrar for the Common Shares;
	(xx)		none of the SEC, a Securities Commission, other securities commission or similar regulatory authority or exchange in the Qualifying Provinces or the United States has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened and the Corporation is not in default of any requirement of Securities Laws in the Qualifying Provinces or the United States;
	(xxi)		there is not in the constating documents or by-laws of the Corporation or any Material Subsidiary, or in any agreement, mortgage, note, debenture, indenture or other instrument or document to which the Corporation or any Material Subsidiary is a party, any restriction upon or impediment to the declaration of dividends by its directors or payment of dividends by its holders of its shares;

	(xxii)		the Corporation is a reporting issuer in good standing under the laws of Alberta;
	(xxiii)		excepting out those things and matters which are not material to the Corporation or any of its Material Subsidiaries, the Corporation and each of its Material Subsidiaries has duly and on a timely basis filed all tax returns required to be filed by it, has paid all taxes due and payable by it and has paid all assessments and re-assessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation or any Material Subsidiary and there are no actions, suits, proceedings, investigations or claims or, to the knowledge of the Corporation, threatened or pending against the Corporation or any Material Subsidiary in respect of taxes, governmental charges or assessments or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;
	(xxiv)		Each of Pannell Kerr Forster and KPMG LLP are independent with respect to the Corporation as required by applicable Canadian Securities Laws and the rules of the Exchange and there has not been any reportable disagreement (within the meaning of section 4.11 of National Instrument No. 51-102 of the Canadian Securities Administrators) with the auditors of the Corporation since incorporation of the Corporation;
	(xxv)		the Corporation and each Material Subsidiary maintains a system of internal accounting controls sufficient to provide reasonable assurance that in all material respects:

	(A)		transactions are executed in accordance with management’s general or specific authorization;
	(B)		transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; and
	(C)		access to assets is permitted only in accordance with management’s general or specific authorization.

	(xxvi)		the information and statements set forth in the Public Record were true, correct and complete and did not contain any misrepresentation as at the date of such information or statement and the Corporation has not filed any confidential material change reports which continue to be confidential;
	(xxvii)		as at the date of this agreement, no insider, other than as disclosed in writing to the Underwriters, has advised the Corporation of its intention to sell any securities of the Corporation held by it;

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	(xxviii)		the representations and warranties made by the Corporation in the Flow-Through Subscription Agreements will be true and correct as of the date at which they are made;
	(xxix)		each of the Corporation and its Material Subsidiaries owns or possesses, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names or other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on the business now operated by it and neither the Corporation or any Subsidiary has received any notice and is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Corporation or its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavourable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect on the Corporation or its Subsidiaries (taken as a whole);
	(xxx)		each of the Corporation and its Subsidiaries has good and marketable title to its property and assets free and clear of all liens and defects that would affect the value thereof or interfere with the use made or to be made thereof by the Corporation or such Subsidiary, as the case may be, except for such liens and defects which would not, singly or in the aggregate, result in a Material Adverse Effect on the Corporation or its Subsidiaries (take as a whole), and each of the Corporation and its Subsidiaries holds all of its leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by the Corporation or such Subsidiary, as the case may be, except for such exceptions which would not, singly or in the aggregate, result in a Material Adverse Effect on the Corporation as its Subsidiaries (taken as a whole), and neither the Corporation or any of its Subsidiaries, as the case may be, has received notice of any claim of any sort that has been asserted by any person adverse to the rights of the Corporation or any of its Subsidiaries, as the case may be, to the continuing possession and use of the leased or subleased properties except for such claims which would not, singly or in the aggregate, result in a Material Adverse Effect on the Corporation on its Subsidiaries (taken as a whole) and except as disclosed in writing to the Underwriters, each of the Corporation and its Material Subsidiaries owns or leases all such properties as are necessary to its business as currently conducted or proposed to be conducted;
	(xxxi)		the Corporation and each Material Subsidiary made available to McDaniel prior to the issuance of the McDaniel Report all information requested by McDaniel, which information did not contain any misrepresentation; the Corporation has no knowledge of any adverse material change in any information provided to McDaniel since the date that such information was so provided; the Corporation believes that the McDaniel Report accurately estimates the discovered resources at the Axe Lake Discovery (as that term is used in the

McDaniel Report) as at the effective date thereof based upon information available in respect of suc