HONG KONG, CHINA AND CALGARY, ALBERTA, Sep 20, 2015 (Marketwired via COMTEX) —
SUNSHINE OILSANDS LTD. (a corporation incorporated under the
Business Corporations Act of the Province of Alberta, Canada with
limited liability) (hkex:2012)(SUO)
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 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.
(i) For identification purposes only
The Board of Directors (the “Board”) of Sunshine Oilsands Ltd. (the
“Corporation” or “Sunshine”) (hkex:2012)(SUO) is pleased to
announce the following:
PRIVATE PLACEMENT OF HK$ 50 MILLION OF COMMON SHARES
(a) The Placement
On September 20, 2015 in Hong Kong (September 20, 2015 in Calgary),
the Corporation entered into a subscription agreement with Coherent
Gallery International Limited (“Coherent Gallery”) under which
Coherent Gallery agreed to subscribe for a total of 100,000,000 Class
“A” Common Voting Shares of the Corporation (“Common Shares”) at a
price of HK$ 0.50 per Common Share or approximately CDN$ 0.08 per
Common Share at current exchange rates (the “Subscription Price”),
which in the aggregate amounts to gross proceeds of HK$ 50,000,000
(approximately CDN$ 8,481,908.09 at current exchange rates) (the
“Placement”).
The aggregate number of Common Shares to be issued to Coherent
Gallery (the “Subscriber”) represent approximately 2.49% of the
existing issued Common Shares as at the date of this announcement
and, immediately following the completion of the Placement (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 2.43% of the then enlarged total issued
Common Shares.
(b) Subscription Price
The Subscription Price represents:
I. a discount of approximately 18.30% to the average closing price of
approximately HK$0.612 per Common Share as quoted on the Hong Kong Stock
Exchange for the last five (5) trading days up to and including
September 18, 2015 (being the last trading day immediately preceding the
signing of the Placement); and
II. a discount of approximately 19.35% to the closing price of HK$ 0.62 per
Common Share as quoted on the Hong Kong Stock Exchange on September 18,
2015 (being the last trading day immediately preceding the signing of
the Placement).
The aggregate gross proceeds to be raised from the Placement will be
HK$ 50,000,000 (approximately CDN$ 8,481,908.09 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 Subscriber. The
Directors consider that the terms of the Placement are on normal
commercial terms and are fair and reasonable based on the current
market conditions and the Placement are in the interests of the
Corporation and its shareholders as a whole.
(c) Conditions to Completion of the Placement
Completion of the Placement is subject to the fulfillment (or waiver)
of the following conditions:
I. the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange")
approving the listing of the Common Shares to be issued pursuant to the
Placement;
II. compliance of the Placement 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 Placement does not occur by the
Closing Date (as defined below), the Placement will immediately and
automatically terminate, the obligations of the Corporation and the
Subscriber under the Placement shall immediately cease and be null
and void and the subscription monies in respect of the Placement will
be returned to the Subscriber.
(d) Completion of the Placement
Completion of the Placement will take place on October 5, 2015 (or
such other date as the Corporation may choose) (the “Closing Date”).
The certificates representing the Common Shares subscribed for under
the Placement 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 Placement is subject to the satisfaction of certain
conditions. As the Placement 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 Placement does not require the approval of the Corporation’s
shareholders as the Common Shares under the Placement 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 Placement will be credited as fully paid and
rank pari passu in all respects with the other existing Common
Shares.
(f) Background of Coherent Gallery
Coherent Gallery, an independent third party investment company based
in British Virgin Islands, 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, Coherent Gallery and its
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 Subscriber pursuant to the Placement.
(g) Reasons for the Placement and Use of Proceeds from the Placement
The Directors consider that the Placement represent an opportunity to
raise capital for the Corporation at an important time for the
Corporation. The gross proceeds to be raised from the Placement will
be HK$ 50,000,000 (approximately CDN$ 8,481,908.09 at current
exchange rates). Based on the estimated expenses of approximately HK$
700,000 (approximately CDN$ 118,747 at current exchange rates), the
net proceeds to be raised from the Placement will be approximately
HK$ 49,300,000 (approximately CDN$ 8,363,161 at current exchange
rates). On this basis, the net price per Common Share under the
Placement is approximately HK$ 0.493
The Corporation intends to apply the net proceeds from the Placement
(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.
Fund Approximate Intended Actual
Date of raising net proceeds use of the use of the
announcement activity raised net proceeds net proceeds
----------------------------------------------------------------------------
June 1, 2015 Private HK$391,612,282.50 (i) for general HK$ 83,410,658
placement of (approximately working capital (approximately
Shares under CDN$62,958,149.66 of the Group and CDN$ 14.1
Specific (1),(2)) (ii) as funds million at
Mandate for future current
development of exchange rate)
the existing used as
business of the intended
Group, including
funding the
development and
operation costs
of the West Ells
project.
Note:
(1) Based on the Bank of Canada's nominal noon exchange rate (as at May 29,
2015) of CDN$1.00 = HK$6.2202.
(2)111,214,210 common shares with proceeds of HK$83,410,658 closed on
August 21, 2015 and the remaining 413,520,000 common shares with
proceeds of HK$310,140,000 to close no later than September 30, 2015.
(i) Effects on Shareholding Structure
The existing shareholding structure of the Corporation and the effect
of the Placement on the shareholding structure of the Corporation
immediately following the completion of the Placement (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.
Immediately after
As at the date of this Completion of the
Name of Shareholder Announcement Placement
----------------------------------------------------------------------------
Approx. % Approx. %
of of
Number of issued Number of issued
Shares Shares Shares Shares
------------------------------------------------
Mr. Sun Ping Kwok 721,859,500 17.98 721,859,500 17.54
China Life Insurance (Group)
Company(1) 334,822,600 8.34 334,822,600 8.14
Mr. Hok Ming Tseung 295,383,656 7.36 295,383,656 7.18
Sinopec Century Bright
Capital Investment
Limited(2) 239,197,500 5.96 239,197,500 5.81
Central Huijin Investment
Ltd(3) 206,611,560 5.14 206,611,560 5.02
Coherent Gallery
International Limited 0 0 100,000,000 2.43
Other Shareholders 2,217,352,288 55.22 2,217,352,288 53.88
------------------------------------------------
------------------------------------------------
Total 4,015,227,104 100.00 4,115,227,104 100.00
------------------------------------------------
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.
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’s voluntary
delisting from TSX will be effective on September 30, 2015 (with
reference to the Corporation’s announcement dated September 9, 2015,
Hong Kong time (September 9, 2015, Calgary time)). 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 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.
Contacts: Sunshine Oilsands Ltd. Mr. Hong Luo Chief Executive Officer (1) 403-984-1450 investorrelations@sunshineoilsands.com www.sunshineoilsands.com
SOURCE: Sunshine Oilsands Ltd.
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