Sunshine Oilsands Ltd. Announces First Closing of Private Placement Financing of HK $336 Million of Common Shares and Warrants under the General Mandate and Senior Management Changes
CALGARY, Alberta and HONG KONG, Dec. 10, 2013 /CNW/ -
First Closing of Private Placement
Sunshine Oilsands Ltd. ("Sunshine" or the "Corporation") (HKEX: 2012, TSX: SUO) is pleased to announce that it has completed the first closing of its private placement of units of the Corporation ("Units") at a price of HK $1.70 per Unit (approximately CDN $0.23 per Unit) (the "Subscription Price"), which was announced by the Corporation on December 3, 2013.
Each Unit is comprised of one Class "A" Common Voting Share of the Corporation ("Common Share") and one-third of one purchase warrant of the Corporation ("Warrant"). Each whole Warrant entitles the holder to acquire one Common Share at an exercise price of HK $1.88 per Common Share (approximately CDN $0.26 per Common Share) for a period of 24 months following the closing date of the Placing. The Warrant Exercise Price is subject to normal adjustment provisions in the case share capital or corporate reorganizations.
In the first closing, the Corporation closed on all subscriptions (with the exception of the Global Petroleum Services Limited subscription) resulting in the issuance of 106,800,000 Common Shares (the "Issued Shares") and 35,600,000 Warrants for total gross of HK $181,560,000 (approximately CDN $24.9 million). After payment of the 3% cash fee payable to the first finder in connection with the closed subscriptions, the net proceeds to the Corporation will be HK $176,113,200 (approximately CDN $24.2 million).
The Issued Shares represent approximately 3.7% of the existing issued Common Shares and, immediately following the first closing, approximately 3.6% of the then enlarged total issued Common Shares of the Company.
A press release will be issued when the Corporation completes the final closing of the private placement.
Senior Management Changes
The Board of Directors has accepted the resignations of John Zahary, President and Chief Executive Officer and of Robert Pearce, Chief Financial Officer.
Interim President & CEO Appointment
Sunshine's Co-Chairmen, Michael Hibberd and Songning Shen, are pleased to announce that David Owen Sealock, has assumed the position of interim President and Chief Executive Officer. "This appointment was supported unanimously by the Board of Directors based on the leadership, enthusiasm and initiative shown by Mr. Sealock in moving forward Sunshine's key strategic and corporate initiatives."
Mr. Sealock has been an executive officer of Sunshine since June 2008, most recently holding the position of Executive Vice President, Corporate Operations. Mr. Sealock was educated in business, engineering and information technology. He has extensive experience in all aspects of development and execution of business strategies. He also has significant experience in operations and in Engineering, Procurement and Construction Management. He holds a bachelor degree in Business Management and is a Registered Engineering Technologist.
Rule 13.51 Disclosure:
There are no disagreements with the Board of Directors relating to the resignations that need to be brought to the attention of the shareholders.
The resignation of the President and Chief Executive Officer is effective as of the close of business in Calgary on December 9, 2013. The effective date of the appointment of the Interim President and Chief Executive Officer is December 10, 2013. The effective date of resignation of the Chief Financial Officer is December 13, 2013.
In relation to Mr. David Owen Sealock, , he did not hold any directorships in any publicly traded companies during the last three years. Mr. Sealock is an executive director of Sunshine Oilsands (Hong Kong) Limited, the Corporation's wholly owned subsidiary. He currently holds 335,753 Common Shares, 2,400,000 Class G Shares and 4,900,000 options to acquire Common Shares of Sunshine, all of which are to be disclosed in his required public filings. He does not have any relationship with other Directors, senior management, substantial shareholders (as defined by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")) or controlling shareholders (as defined by the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning Mr. Sealock that need to be brought to the attention of the shareholders of the Company, and there is no other information required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
About Sunshine Oilsands Ltd.:
Sunshine Oilsands Ltd. is one of the largest holders of oil sands leases by area in the Athabasca oil sands region, which is located in the province of Alberta, Canada. Since Sunshine's incorporation on 22 February 2007, Sunshine has secured over one million acres of oil sands leases (equal to approximately 7% of all granted leases in this area).
Sunshine's principal operations are the evaluation, development and production of its diverse portfolio of oil sands leases. Its principal operating regions in the Athabasca area are at West Ells, Thickwood, Legend Lake, Harper, Muskwa, Goffer, Pelican and Portage. Sunshine's oil sands leases are grouped into three main asset categories: clastics, carbonates and conventional heavy oil.
Forward-looking Information and Disclaimer:
This announcement may contain forward-looking information that is subject to various risks, uncertainties and other factors. All statements other than statements and information of historical fact are forward-looking statements. The use of any words "estimate", "forecast", "expect", "project", "plan", "target", "vision", "goal", "outlook", "may", "will", "should", "believe", "intend", "anticipate", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on Sunshine's experience, current beliefs, assumptions, information and perception of historical trends available to Sunshine, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta's regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance.
Although Sunshine believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions and factors discussed in this information release are not exhaustive and readers are not to place undue reliance on forward-looking statements as our actual results may differ materially from those expressed or implied. Sunshine disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation. The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of our material risk factors, see "Risk Factors" in our most recent Annual Information Form, "Risk Management" in our current MD&A and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at www.hkexnews.hk, on the SEDAR website at www.sedar.com or our website at www.sunshineoilsands.com.
This document does not constitute and is not an offer to sell or a solicitation of an offer to buy common shares of Sunshine in the United States (including its territories and possessions, any State of the United States and the District of Columbia) or elsewhere.
SOURCE Sunshine Oilsands Ltd.For further information:
Sunshine Oilsands Ltd., Mr. Michael J. Hibberd, Co-Chairman & Director, (1) 403 984 1440; Mr. Songning Shen, Co-Chairman & Director, (1) 403 475 8379; or Mr. David Sealock, Interim President & CEO, (1) 403 984 1446, firstname.lastname@example.org