HONG KONG, CHINA and CALGARY, ALBERTA–(Marketwired – Dec. 14, 2016) – The Board of Directors (the “Board“) of Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine“) (HKEX:2012) is pleased to announce the following:
|The Board is pleased to announce that all conditions of the Placing Agreement have been fulfilled and the Completion took place on 14 December, 2016. An aggregate of 50,000,000 Placing Shares were allotted and issued to not less than six Placees at the Placing Price of HK$0.321 per Placing Share pursuant to the terms and conditions of the Placing Agreement.|
Reference is made to the announcement of the Corporation dated 7 December 2016 (the “Announcement”) in relation to the placing of new Shares under the General Mandate. Unless otherwise specified, terms used herein shall have the same meanings as defined in the Announcement.
COMPLETION OF THE PLACING
The Board is pleased to announce that all conditions of the Placing have been fulfilled and the completion of the Placing took place on 14 December 2016. A total of 50,000,000 Placing Shares have been successfully placed by the Placing Agent to not less than six Placees at the Placing Price of HK$0.321 per Placing Share pursuant to the terms and conditions of the Placing Agreement.
To the best of the Director’s knowledge, information and belief, having made all reasonable enquiries, the Placees and their ultimate beneficial owners are third parties residing in Hong Kong independent of, not acting in concert (as defined in the Takeovers Code) with and not connected with the Corporation and its connected persons (as defined under Listing Rules). None of the Placees becomes a substantial shareholder (as defined under the Listing Rules) of the Corporation upon completion of the Placing. The net proceeds from the Placing, after deducting relevant expenses incurred in relation to the Placing, amount to approximately HK$ 15,920,000 (approximately CDN$ 2,692,873.7 at the current exchange rate) which will be used as general working capital of the Corporation and as funds for future development of the existing business of the Corporation, including funding the operation costs of the West Ells project.
EFFECT ON SHAREHOLDING STRUCTURE
The 50,000,000 Placing Shares represent (i) approximately 1.01% of the issued share capital of the Corporation immediately before completion of the Placing and (ii) approximately 1.00% of the issued share capital of the Corporation as enlarged by the allotment and issue of the Placing Shares.
Set out below is the shareholding structure of the Corporation immediately before and after completion of the Placing:
|As at the date of this Announcement||Immediately after Completion of the Placing|
|Sun Kwok Ping||1,266,202,500||25.57%||1,266,202,500||25.31%|
|Bright Hope Global Investment Limited(1)||715,024,588||14.44%||715,024,588||14.29%|
|China Life Insurance (Overseas) Co., Ltd||314,822,600||6.36%||314,822,600||6.29%|
|Tseung Hok Ming||295,893,656||5.97%||239,197,500||5.91%|
|Sinopec Century Bright Capital Investment Limited||239,197,500||4.83%||239,197,500||4.78%|
|Other public shareholders (excluding Placees)||2,121,460,514||42.84%||2,121,460,514||42.41%|
- Bright Hope Global Investments Limited is a company incorporated in the British Virgin Islands. The company is 100% held by Mr. Zhang Yi. On March 15, 2016 in Hong Kong (March 15, 2016 in Calgary), the Corporation entered into a subscription agreement (the “Subscription Agreement”) with Bright Hope Global Investments Limited (“Bright Hope Global”) under which Bright Hope Global agreed to subscribe for a total of 558,823,500 Class “A” Common Voting Shares of the Corporation (“Common Shares”) at a price of HK$ 0.34 per Common Share. The Corporation and Bright Hope Global Investments Limited mutually terminated the Subscription Agreement on 21 November 2016 (Hong Kong time). Up to the date of the termination of the Subscription Agreement, a total of 308,575,588 Common Shares were allotted and issued to Bright Hope Global Investments Limited under the Subscription Agreement.
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.
THE PLACING AGENT
The Placing Agent has been appointed to place, on a best efforts basis, the Placing shares at the Placing Price. The Placing Agent is a licensed corporation to carry out business in type 1 regulated activity (dealing in securities) and type 6 regulated activity (advising on corporate finance) under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent of and not connected with the Corporation and its connected persons (as defined under the Listing Rules).
Notwithstanding that the Placing Shares shall only be placed to Placees residing in Hong Kong, the Placing Agent and the Corporation agree that the Placing and the Placees must qualify with the applicable securities laws of Alberta, Canada (the “Applicable Securities Laws“) as the Corporation is a “reporting issuer” under such law. The Placing Agent agrees, inter alia, that it will offer the Placing Shares for sale on behalf of the Corporation only to Placees who are eligible to purchase such Placing Shares under the private placement exemptions available under the Applicable Securities Laws and conduct its activities in connection with the Placing in compliance with all Applicable Securities Laws.
The Placing Agent will be entitled to receive a commission of 0.75% of the amount equal to the Placing Price multiplied by the actual number of the Placing Shares successfully placed by the Placing Agent. The commission for the Placing was arrived at after arm’s length negotiation between the Corporation and the Placing Agent with reference to the prevailing market practice.