HONG KONG and CALGARY, Alberta, July
28, 2015 /PRNewswire/ -- The Board of Directors of
Sunshine Oilsands Ltd. (the "Corporation" or
"Sunshine") (HKEX: 2012, TSX: SUO) wishes to announce the
following:
References are made to the announcement of the Corporation dated
June 1, 2015 (Hong Kong time) (May
31, 2015 (Calgary time))
(the "Announcement") and the circular of the Corporation
dated June 22, 2015 (the
"Circular"), in relation to, among other matters, the
proposed issue of new Shares under Specific Mandate and the
connected transactions involving subscriptions for new Shares by
connected persons. Unless the context requires otherwise, terms use
herein shall have the same meanings as those defined in the
Announcement and the Circular.
EXTENSION OF CLOSING SCHEDULE FOR ISSUANCE OF Shares
UNDER THE SPECIFIC MANDATE
Background
On June 1, 2015, the Corporation
announced that the Corporation had entered into the Subscription
Agreements with each of the Subscribers pursuant to which the
Subscribers had conditionally agreed to subscribe, and the
Corporation had conditionally agreed to allot and issue, an
aggregate of 524,734,210 Subscription Shares at the Subscription
Price of HK$0.75 per Subscription
Share for an aggregate cash consideration of HK$393,550,657.50. On June 22,
2015, the Corporation published the Circular and notice of a
special general meeting of shareholders to seek Shareholder
approval for the Subscriptions. On July 21,
2015, the Corporation announced that the resolution to
approve the Subscriptions was duly passed by the Shareholders by
way of poll at the meeting held on July 21,
2015 (Hong Kong time) and
July 20, 2015 (Calgary time).
Proposed additional market purchases by Prime Union
As disclosed in the Circular, one of the reasons for the
Subscriptions was to enable Mr. Sun, the Corporation's Executive
Chairman, to make a significant equity investment in the
Corporation without triggering a requirement for him to make a
take-over bid under Canadian securities laws, which would be
triggered by purchases of Shares that increased his ownership in
the Corporation over 20%, but which would not be triggered by a
subscription of Shares.
Mr. Sun has informed the Board that he wishes to make additional
purchases of Shares in the secondary market and, since closing of
the Subscriptions is expected to result in him holding over 20% of
the Corporation's issued Shares, he has requested that the closing
date of the Subscriptions be extended to enable him to do this
without triggering a requirement for him to make a take-over bid
under Canadian securities laws. Mr. Sun has advised the Board that
all additional purchases of Shares will be made in compliance with
applicable legal and regulatory requirements, including the rules
of the Toronto Stock Exchange and The Stock Exchange of Hong Kong
Limited, and that all purchases will be disclosed in accordance
with Part XV of the Securities and Futures Ordinance (Cap.
271). Mr. Sun will make all purchases of Shares through Prime
Union, which is directly wholly owned by Mr. Sun.
Shareholders and potential investors should note that there
can be no assurance that Mr. Sun will make any PURCHASES of SHARES
OR, IF HE DOES MAKE PURCHASES, THE NUMBER OF SHARES HE WILL
PURCHASE OR THE PRICES AT WHICH HE WILL PURCHASE THEM. Shareholders
and potential investors ARE ACCORDINGLY REMINDED TO EXERCISE
CAUTION WHEN DEALING IN THE SHARES OF THE CORPORATION.
Extended closing details
The Board of Directors has consented to an extension of the
closing schedule for Subscriptions authorized under the Specific
Mandate. Subscriptions for an aggregate of 524,734,210 Subscription
Shares, representing approximately 11.85% (post-closing and not
taking into account the private placements announced on
July 12, 2015) of the issued share
capital of the Corporation are to be closed in tranches commencing
on August 20, 2015 and ending no
later than September 30, 2015.
Pursuant to the terms of Subscription Amending Agreements dated
July 27, 2015, the first closing will
be completed on August 20, 2015 for
an aggregate of 111,214,210 Shares (HK$83,410,658).
The August 20, 2015 Subscription
closing details are as follows:
i. Prime Union
(103,380,000 Shares),
ii. Mr. Hibberd (2,067,600
Shares),
iii. Dr. Jiang (775,350
Shares),
iv. Mr. Fong (1,000,000 Shares),
v. Mr. Song (516,900 Shares),
and
vi. the Employee Subscribers
(3,474,360 Shares),
in each case at the Subscription Price of HK$0.75 (approximately CDN$0.12) per Subscription Share.
The remaining 413,520,000 Shares (HK$310,140,000) subscribed for by Prime Union
will be closed in one or more tranches after August 20, 2015, with the last tranche closing no
later than September 30, 2015.
For further details of the Subscriptions, please see the
Circular.
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok
Ping
Executive Chairman
Michael J.
Hibberd
Non-Executive Vice Chairman
Calgary, July 27, 2015
Hong Kong, July 28, 2015
As at the date of this announcement, the Board consists of
Mr. Kwok Ping Sun, Mr. Hong Luo and Dr. Qi Jiang as
executive directors; Mr. Michael John Hibberd, 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
Forward-Looking Information
This announcement contains forward-looking information relating
to, among other things: (a) closing of the Subscriptions, including
the amounts and timing thereof; (b) the use of proceeds from the
Subscriptions; (c) acquisitions of Shares; (d) the future financial
performance and objectives of Sunshine; and (e) 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.
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.
SOURCE Sunshine Oilsands Ltd.