comprising the Units, the Common Shares issuable upon exercise of the Warrants and the Common Shares issuable in connection with the payment of the finder’s fees; (ii) compliance of the Placing with other requirements under the HKEX Listing Rules and the Hong Kong Code on Takeovers and Mergers or otherwise of the HKEX and the Securities and Futures Commission of Hong Kong; and (iii) the receipt of all other required regulatory approvals. One or more closings, commencing on or about December 6, 2013, are expected to occur for the Subscription Agreements upon receipt of listing approvals and the subscription proceeds from each Subscriber.
REASONS FOR THE PLACING AND USE OF PROCEEDS FROM THE PLACING
The Directors consider that the Placing represents an opportunity to raise capital for Sunshine at an important time for the Corporation. The net proceeds of the Placing, after payment of the cash finder’s fee will be HK $326,463,200 (approximately CDN$ 44.7 million) which will be used by the Corporation to address its short term capital requirements, corporate objectives and for general corporate purposes.
EFFECTS ON SHAREHOLDING STRUCTURE
The existing shareholding structure of Sunshine and the effect of the Placing on the shareholding structure of Sunshine immediately following the completion of the Placing is set out below. The following table assumes the cash finder’s fee is paid in cash and no Warrants are exercised.
|
Name of Shareholder |
At the date of this Announcement |
Immediately after the completion of the Placing |
||
|
Number of Common Shares |
Percentage (%) |
Number of Common Shares |
Percentage (%) |
|
|
Goldview Development Ltd. |
266,666,640 |
9.24 |
266,666,640 |
8.65 |
|
Premium Investment Corporation |
239,197,500 |
8.29 |
239,197,500 |
7.76 |
|
Sinopec Century Bright Capital Investment Limited |
239,197,500 |
8.29 |
239,197,500 |
7.76 |
|
China Life Insurance |
231,411,600 |
8.02 |
231,411,600 |
7.50 |
|
Charter Globe Limited |
206,611,560 |
7.16 |
206,611,560 |
6.70 |
|
Global Petroleum |
Nil |
0.00 |
91,176,471 |
2.96 |
|
Immediate Focus |
Nil |
0.00 |
90,000,000 |
2.92 |
|
Yarui |
Nil |
0.00 |
12,000,000 |
0.39 |
|
Mr. Wang Yusen |
Nil |
0.00 |
4,800,000 |
0.16 |
|
Other Shareholders |
1,702,714,314 |
59.00 |
1,702,714,314 |
55.22 |
|
Total |
2,885,799,114 |
100.00 |
3,083,775,585 |
100.00 |
GENERAL MANDATE TO ISSUE THE NEW COMMON SHARES
The Common Shares issued pursuant to the Units will be allotted and issued under the General Mandate granted to the Board at the annual general meeting of Sunshine held on May 7, 2013 to issue up to 20% of its aggregate issued and outstanding share capital (the “General Mandate“). As at the date of this announcement, Sunshine has not issued any Common Shares under the General Mandate. The Common Shares when issued pursuant to the Units will be credited as fully paid and rank pari passu in all respects with the other existing Common Shares.
Completion of the Placing is subject to the satisfaction of certain conditions. Shareholders and potential investors are advised to exercise caution when dealing in the securities of Sunshine.
Trading in the Common Shares will resume at 1:00 p.m. today (Hong Kong time).
ABOUT SUNSHINE OILSANDS LTD.
Sunshine Oilsands Ltd. is one of the largest holders of oil sands leases by area in the Athabasca oil sands region, which is located in the province of Alberta, Canada. Since Sunshine’s incorporation on 22 February 2007, Sunshine has secured over one million acres of oil sands leases (equal to approximately 7% of all granted leases in this area).
Sunshine’s principal operations are the evaluation, development and production of its diverse portfolio of oil sands leases. Its principal operating regions in the Athabasca area are at West Ells, Thickwood, Legend Lake, Harper, Muskwa, Goffer, Pelican and Portage. Sunshine’s oil sands leases are grouped into three main asset categories: clastics, carbonates and conventional heavy oil.
FORWARD-LOOKING INFORMATION AND DISCLAIMER
This announcement may contain forward-looking information that 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 any words “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 information release are not exhaustive and readers are not to place undue reliance on forward-looking statements as our 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 our material risk factors, see “Risk Factors” in our most recent Annual Information Form, “Risk Management” in our current MD&A 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 our website at www.sunshineoilsands.com.
This document does not constitute and is not an offer to sell or a solicitation of an offer to buy common shares of Sunshine in the United States (including its territories and possessions, any State of the United States and the District of Columbia) or elsewhere.
SOURCE Sunshine Oilsands Ltd.
For further information:
Sunshine Oilsands Ltd., Mr. John Zahary, President & Chief Executive Officer, (1) 403 930 5836; or Mr. David Sealock, Executive VP, Corporate Operations, (1) 403 984 1446, investorrelations@sunshineoilsands.com, www.sunshineoilsands.com
http://www.sunshineoilsands.com