Sunshine Oilsands Ltd. Announces Private Placement of HK$ 155,028,000 of Common Shares Under The General Mandate to Grand East Wealth Investment Co., Ltd. and City Legend Group Limited

CALGARY, Alberta and HONG KONG, July 12, 2015 /PRNewswire/ -- The Board of Directors (the "Board") of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") (HKEX: 2012, TSX: SUO) is pleased to announce the following:

PRIVATE PLACEMENT OF HK$ 155,028,000 OF COMMON SHARES

(a) The Placements

On July 12, 2015 in Hong Kong (July 12, 2015 in Calgary), the Corporation entered into a subscription agreement with Grand East Wealth Investment Co., Ltd. ("Grand East") under which Grand East agreed to subscribe for a total of 127,072,131 Class "A" Common Voting Shares of the Corporation ("Common Shares") at a price of HK$ 0.61 per Common Share or approximately CDN$ 0.10 per Common Share at current exchange rates (the "Subscription Price"), which in the aggregate amounts to gross proceeds of HK$ 77,514,000 (approximately CDN$ 12,714,925 at current exchange rates) (the "Grand East Subscription").

Also on July 12, 2012 in Hong Kong (July 12, 2015 in Calgary), the Corporation entered into a subscription agreement with City Legend Group Limited ("City Legend") under which City Legend agreed to subscribe for a total of 127,072,131 Common Shares at the Subscription Price which in aggregate amounts to gross proceeds of HK$ 77,514,000  (approximately CDN$ 12,714,925 at current exchange rates) (the "City Legend Subscription", and together with the Grand East Subscription Agreement, the "Placements").

The aggregate number of Common Shares to be issued to Grand East and City Legend (together, the "Subscribers") represent approximately 6.51% of the existing issued Common Shares as at the date of this announcement and, immediately following the completion of the Placements (assuming there will be no other changes in the issued Shares between the date of this announcement and the completion including, without limitation, pursuant to the Employee and Connected Subscription as defined below), approximately 6.12% of the then enlarged total issued Common Shares. The aggregate nominal value of the Common Shares to be issued to the Subscribers is HK$155,028,000.

(b) Subscription Price

The Subscription Price represents:

(i) 

a premium of approximately 4.3% to the average closing price of approximately HK$ 0.585 per Common Share as quoted on the Hong Kong Stock Exchange for the last five (5) trading days up to and including July 10, 2015 (being the last trading day immediately preceding the signing of the Placements); and



(ii) 

a discount of approximately 18.7% to the closing price of HK$ 0.75 per Common Share as quoted on the Hong Kong Stock Exchange on July 10, 2015 (being the last trading day immediately preceding the signing of the Placements).

The aggregate gross proceeds to be raised from the Placements will be HK$ 155,028,000 (approximately CDN$ 25,429,851 at current exchange rates).

The Subscription Price was determined with reference to the prevailing market price of the Common Share and was negotiated on an arm's length basis between the Corporation and the Subscribers. The Directors consider that the terms of the Placements are on normal commercial terms and are fair and reasonable based on the current market conditions and the Placements are in the interests of the Corporation and its shareholders as a whole.

(c) Conditions to Completion of the Placements

Completion of the Placements is subject to the fulfillment (or waiver) of the following conditions:

(i)   

the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") and the Toronto Stock Exchange approving the listing of the Common Shares to be issued pursuant to the Placements;



(ii) 

compliance of the Placements with the requirements under the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange and the Hong Kong Code on Takeovers and Mergers (where applicable); and



(iii)

the receipt of all other required regulatory approvals.

In the event that closing of the Placements does not occur by the Closing Date (as defined below), the Placements will immediately and automatically terminate, the obligations of the Corporation and the Subscribers under the Placements shall immediately cease and be null and void and the subscription monies in respect of the Placements will be returned to the Subscribers.

(d) Completion of the Placements

Completion of the Placements will take place on August 25, 2015  (or such other date as the Corporation may choose) (the "Closing Date").

The certificates representing the Common Shares subscribed for under the Placements will bear certain legends, as required under applicable Canadian securities laws, including a legend stating that unless permitted under applicable Canadian securities legislation, the holder of the Common Shares must not trade the Common Shares before the date that is four months and a day after the Closing Date.

Completion of the Placements is subject to the satisfaction of certain conditions.  As the Placements may or may not proceed, Shareholders and potential investors of the Corporation are advised to exercise caution when dealing in the securities of the Corporation.

(e) General Mandate to Issue Common Shares

The Placements do not require the approval of the Corporation's shareholders as the Common Shares under the Placements will be allotted and issued under the general mandate, which was granted to the Board at the special general meeting of the Corporation held on June 24, 2015 (Hong Kong time) / June 23, 2015 (Calgary time) (the "AGM") to issue up to 20% of its aggregate issued and outstanding share capital as at the date of the AGM until the next annual general meeting of the Corporation (the "General Mandate").  The amount of the General Mandate is 780,194,614 Common Shares.  Details of the General Mandate are set out in the Corporation's circular dated May 19, 2015.

As at the date of this announcement, the Corporation has not issued any Common Shares under the General Mandate.  The Common Shares when issued pursuant to the Placements will be credited as fully paid and rank pari passu in all respects with the other existing Common Shares.

(f) Background of Grand East and City Legend

Grand East, an independent third party investment company based in Shenzhen, PRC, is an existing shareholder of the Corporation and, as at the date of this announcement, holds 1,477,500 Common Shares. 

City Legend, an independent, third party investment company based in Hong Kong, is not an existing shareholder of the Corporation as at the date of this announcement.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, Grand East, City Legend and their respective associates (as defined under the Listing Rules) and respective ultimate beneficial owners are independent of and not connected with the Corporation and its connected persons (as defined under the Listing Rules).

An application will be made by the Corporation to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the Common Shares to be issued to the Subscribers pursuant to the Placements.

(g) Reasons for the Placements and Use of Proceeds from the Placements

The Directors consider that the Placements represent an opportunity to raise capital for the Corporation at an important time for the Corporation.  The gross proceeds to be raised from the Placements will be HK$ 155,028,000 (approximately CDN$ 25,429,851 at current exchange rates). Based on the estimated expenses of approximately HK$ 700,000 (approximately CDN$ 114,824 at current exchange rates), the net proceeds to be raised from the Placements will be approximately HK$ 154,328,000  (approximately CDN$ 23,315,027 at current exchange rates). On this basis, the net price per Common Share under the Placements is approximately HK$ 0.607.

The Corporation intends to apply the net proceeds from the Placements (i) for general working capital of the Group and (ii) as funds for future development of the existing business of the Group, including funding the development and operation costs of the West Ells project.

(h) Fund Raising Activities of the Corporation in the Past Twelve Months

The Corporation has conducted the following equity fund raising activity in the 12 months preceding the date of this announcement.

Date of announcement

 


Fund raising activity


Approximate net proceeds raised

 


Intended use of the net proceeds


Actual use of the net proceeds

 

June 26, 2014


Private placement of Shares


HK$543,644,000 (approximately CDN$75,321,991(1))


Settlement of outstanding accounts payable


All of the net proceeds have been used to settle the outstanding accounts payable










Note:

(1) Based on the Bank of Canada's nominal noon exchange rate (as at June 24, 2014) of CDN$1.00 = HK$7.2176.

In addition, the Corporation proposes to issue 524,734,210 Shares to certain employees and connected persons as described in the announcement dated June 1, 2015 (Hong Kong time) / May 31, 2015 (Calgary time), the net proceeds of which are expected to be HK$391,612,282.50 (approximately CDN$ 62,958,149.66 at the exchange rate at the time of subscription) (the "Employee and Connected Subscription"). The Employee and Connected Subscription is subject to Shareholders' approval in a special general meeting to be held on July 21, 2015 (Hong Kong time).

(i) Effects on Shareholding Structure

The existing shareholding structure of the Corporation and the effect of the Placements on the shareholding structure of the Corporation immediately following the completion of the Placements (assuming there will be no other changes in the issued Shares between the date of this announcement and the completion including, without limitation, pursuant to the Employee and Connected Subscription) is set out below.

Name of Shareholder

As at the date of this Announcement

Immediately after Completion of the Placements


Number of
Shares

Approx. % of issued Shares

Number of
Shares

Approx. % of issued Shares






China Life Insurance (Group) Company(1)

334,822,600

8.58

334,822,600

8.06

Mr. Hok Ming Tseung

295,383,656

7.57

295,383,656

7.11

Sinopec Century Bright Capital Investment Limited(2)

239,197,500

6.13

239,197,500

5.76

Central Huijin Investment Ltd(3)

206,611,560

5.30

206,611,560

4.97

Mr. Sun Ping Kwok

572,579,500

14.68

572,579,500

13.78

City Legend

0

0

127,072,131

3.06

Grand East

1,477,500

0.04

128,549,631

3.09

Other Shareholders

2,251,541,048

57.70

2,251,541,048

54.17

Total

3,901,613,364

100.00

4,155,757,626

100.00


Note:

(1) China Life Insurance (Group) Company owns the entire issued share capital of China Life Insurance (Overseas) Company Limited, which in turn owns 334,822,600 Shares. Accordingly, China Life Insurance (Group) Company is deemed to be interested in 334,822,600 Shares held by China Life Insurance (Overseas) Company Limited.

(2) Sinopec Century Bright Capital Investment Limited is a wholly-owned subsidiary of China Petrochemical Corporation.

(3) Central Huijin Investment Ltd owns approximately 67.72% of the share capital of Bank of China Limited, which owns the entire issued share capital of Bank of China Group Investment Limited. Bank of China Group Investment Limited owns the entire issued capital of Goldway Financial Corp, which owns the entire issued share capital of Charter Globe Limited, which in turn owns 206,611,560 Shares. Accordingly, Central Huijin Investment Ltd is deemed to be interested in 206,611,560 Shares held by Charter Globe Limited.

By Order of the Board of Sunshine Oilsands Ltd.

Sun Kwok Ping
Executive Chairman

Michael J. Hibberd
Non-Executive Vice Chairman

As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun and Dr. Qi Jiang as executive directors; Mr. Michael John Hibberd, Mr. Hong Luo, Mr. Hok Ming Tseung, Mr. Haotian Li and Mr. Jin Hu as non-executive directors; and Mr. Raymond Shengti Fong, Mr. Robert John Herdman, Mr. Gerald Franklin Stevenson and Mr. Zhefei Song as independent non-executive directors.

* For identification purposes only

About Sunshine Oilsands Ltd.

The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012 and the Toronto Stock Exchange since November 16, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and petroleum and natural gas leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target rate of 5,000 barrels per day.

Website: www.sunshineoilsands.com

FORWARD LOOKING INFORMATION

This announcement contains forward-looking information relating to, among other things, (a) the future financial performance and objectives of Sunshine; and (b) the plans and expectations of the Corporation. Such forward-looking information 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 words such as "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 announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as the Corporation's 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 the Corporation's material risk factors, see the Corporation's annual information form for the year ended December 31, 2014 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 the Corporation's website at www.sunshineoilsands.com.

SOURCE Sunshine Oilsands Ltd.

For further information: Dr. Qi Jiang, President and Chief Operating Officer, +1-587-390-0606, investorrelations@sunshineoilsands.com, http://www.sunshineoilsands.com

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Sunshine Oilsands Ltd.

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