HONG KONG, CHINA and CALGARY, ALBERTA--(Marketwired - Aug. 3, 2016) - The Board of Directors (the "Board") of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") (HKSE:2012) wishes to announce the following:
EXTENSION OF CLOSING OF THE BALANCE OF THE PRIVATE PLACEMENT UNDER THE SPECIFIC MANDATE
Reference is made to the announcements of the Corporation dated June 1, 2015, July 28, 2015, August 21, 2015, October 1, 2015, November 2, 2015, December 6, 2015, March 2, 2016, May 3, 2016, June 3, 2016, June 23, 2016, July 21, 2016 and August 1, 2016 (all preceding dates are in Hong Kong time) and the circular of the Corporation dated June 22, 2015 (the "Circular"), in relation to, among other matters, the proposed issue of new Class "A" Common Voting Shares ("Shares") under the Specific Mandate (as defined in the Circular) and the connected transactions involving subscriptions for new Shares by connected persons.
To date, the Corporation has completed the closing of 412,947,543 subscription Shares authorized under the Specific Mandate. Of this total, 405,113,333 Shares have been issued to Prime Union Enterprises Limited ("Prime Union") at a price of HK $0.75 per Share (approximately CDN $0.13 per Share). for total gross proceeds of HK $303,835,000 (approximately CDN $51.0 million) received from Prime Union.
Late in the evening of August 1, 2016 (Hong Kong), Prime Union contacted the Corporation to advise that it was experiencing a delay in obtaining the remaining regulatory and currency control approvals (the "Regulatory Approvals") necessary to transfer funds out of People's Republic of China ("PRC") to pay for the remaining Shares by August 2, 2016. Prime Union and the Corporation discussed whether there were other options that could be utilized to close the subscription on time for the remaining 111,786,667 Shares (HK $83,840,000 or approximately CDN $14.1 million) subscribed for by Prime Union, however, no feasible solution could be found in the short time frame prior to expiry of the subscription agreement. Prime Union then requested that the Corporation consider an extension to the closing date of the subscription agreement.
Prime Union has advised Sunshine that it has been working diligently to obtain the Regulatory Approvals but requires additional time due to the complexity of the applicable regulatory requirements. Prime Union has also confirmed to Sunshine that it has the funds necessary to complete the subscription.
After deliberating on the options available to the Corporation, the circumstances surrounding the regulatory delay, Prime Union's completion of a substantial portion of the subscription agreement to date, Prime Union's stated commitment to Sunshine to complete the subscription agreement as soon as possible and the Corporation's discussions with its professional advisors), the Board (with a quorum present and without Chairman Sun's or Ms. Xijuan Jiang's involvement) unanimously determined that a further extension, rather than costly enforcement proceedings that would take longer than the requested extension, is in the best interests of the Corporation and its shareholders. In order to provide adequate time for Prime Union to obtain the Regulatory Approvals, the Board approved a further extension of the closing date for the remaining 111,786,667 subscribed Shares (HK $83,840,000 or approximately CDN $14.1 million) from August 2, 2016 to December 1, 2016.
The remaining subscribed Shares may be closed earlier than December 1, 2016 in one or more tranches with the last tranche closing no later than December 1, 2016. An announcement will be issued when the Corporation completes the closing(s) of the remaining Shares subscribed for by Prime Union.
ABOUT SUNSHINE OILSANDS LTD.
The Corporation is a Calgary based public corporation listed on the Hong Kong Stock Exchange since March 1, 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.
FORWARD-LOOKING INFORMATION
This announcement contains forward-looking information relating to, among other things, (a) the plans and expectations of the Corporation; and (b) the potential closing in respect of the remaining Shares subscribed for by Prime Union. 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, 2015 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 on the Corporation's website at www.sunshineoilsands.com.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Sunshine Oilsands Ltd.
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok Ping, Executive Chairman
As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun, Mr. Hong Luo, Dr. Qi Jiang and Mr. Qiping Men as executive directors; Mr. Michael John Hibberd, Mr. Jianzhong Chen and Ms. Xijuan Jiang as non-executive directors; and Mr. Raymond Shengti Fong, Mr. Gerald Franklin Stevenson, Ms. Joanne Yan and Mr. Yi He as independent non-executive directors.
