Sunshine Oilsands Ltd.: Announcement of Partial Closing of Private Placement of 40,000,000 Common Shares Under Specific Mandate
HONG KONG, CHINA and CALGARY, ALBERTA--(Marketwired - June 22, 2016) - SUNSHINE OILSANDS LTD. (a corporation incorporated under the Business Corporations Act of the Province of Alberta, Canada with limited liability) (HKSE:2012)
By Order of the Board of Sunshine Oilsands Ltd.
Sun Kwok Ping, Executive Chairman
Hong Kong, June 23, 2016
Calgary, June 22, 2016
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. Jin Hu and Mr. Jianzhong Chen 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 of Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") (HKSE:2012) wishes to announce the following:
Partial Closing of Private Placement under Specific Mandate
Reference is made to the announcements of the Corporation dated June 1, 2015 (Hong Kong), July 28, 2015 (Hong Kong), August 21, 2015 (Hong Kong), October 1, 2015 (Hong Kong), November 2, 2015 (Hong Kong), December 6, 2015 (Hong Kong), March 3, 2016 (Hong Kong), May 3, 2016 (Hong Kong) and June 3, 2016 (Hong Kong) (collectively, the "Announcements") 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 ("Common Shares") under the Specific Mandate and the connected transactions involving subscriptions for new Common Shares by connected persons. Unless the context requires otherwise, terms use herein shall have the same meanings as those defined in the Announcements and the Circular.
Sunshine is pleased to announce today that it has completed the closing of 40,000,000 Common Shares (the "Partial Closing") under the Specific Mandate at a price of HK $0.75 per Common Share (approximately CDN $0.124 per Common Share at current exchange rates). Upon the Partial Closing, the Corporation has received total gross proceeds of HK $30,000,000 (approximately CDN $4.96 million at current exchange rates) for the allotment and issue of 40,000,000 Common Shares (the "Issued Shares"). Placement expenses are estimated to be approximately HK $100,000 (approximately CDN $16,520).
The Issued Shares represent (i) approximately 0.911% of the total issued and outstanding Common Shares prior to the Partial Closing and (ii) approximately 0.903% of the total issued and outstanding Common Shares as enlarged by the Partial Closing.
The Corporation intends to apply the net proceeds from the Issued Shares (i) for general working capital of the Corporation and (ii) as funds for future development of the existing business of the Corporation, including funding the operation costs of the West Ells project.
An announcement will be issued when the Corporation completes the closing of the remaining 360,186,667 Common Shares (HK$270,140,000 or approximately CDN $44,627,635 at current exchange rates) subscribed for by Prime Union which will be closed in one or more tranches with the last tranche closing no later than August 2, 2016.
Previous Extensions of the Subscription by Prime Union
Reference is made to the announcement of the Corporation dated May 3, 2016 (Hong Kong) wherein the Corporation announced the most recent extension of the subscription by Prime Union (the "Subscription") to August 2, 2016. As mentioned above, the remaining Common Share under the Subscription will close in one or more tranches with the final tranche closing no later than August 2, 2016. The Corporation confirms that the Board will not consider any further extensions to the Subscription. The Corporation also wishes to confirm that a number of factors have contributed to the Board's decision to extend the Subscription. The Corporation is pursuing a number of financing initiatives including refinancing its outstanding US $200 million principal amount secured notes (the "Notes") as well as potentially extending the maturity date of the Notes. Extending the Subscription has allowed the Corporation to maintain flexibility to address potential requirements necessary to refinancing or extending the Notes. In addition, extending the Subscription has provided flexibility to stabilize trading in the Common Shares of the Corporation, which has further enhanced the Corporation's efforts to pursue refinancing and extending of the Notes while increasing overall confidence in the Corporation by the Corporation's various stakeholders. All of the foregoing reasons to extend the Subscription have supported the original intent of the Subscription which is to increase the working capital available to the Corporation
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 future financial performance and objectives of Sunshine; and (b) the intended use of proceeds of the Partial Closing; (c) the closing of the remaining 360,186,667 Common Shares subscribed for by Prime Union; and (d) 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, 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 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
Mr. Hong Luo
Chief Executive Officer
(1) 403-984-1450
investorrelations@sunshineoilsands.com
www.sunshineoilsands.com
Source: Sunshine Oilsands Ltd.
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