CALGARY, Alberta and HONG KONG, June 3, 2015 /CNW/ — Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine“) (HKEX: 2012, TSX: SUO) is pleased to announce that on June 4, 2015 (Hong Kong time), Sunshine entered into a non-legally binding framework agreement for strategic cooperation (the “Framework Agreement“) with Nobao Renewable Energy Holdings Limited (“Nobao“), a company incorporated in the Cayman Islands. Nobao is a Shanghai based company controlled by Mr. Kwok Ping Sun (“Mr. Sun“). Mr. Sun is a non-executive director and a substantial shareholder (as defined under the Listing Rules) of Sunshine and is the founder of Nobao. He is chairman of the board, director and chief executive officer of Nobao and has held those positions since Nobao’s inception in 2008.
The intent of the Framework Agreement with Nobao is to facilitate the examination of the potential opportunities to integrate Nobao’s ground source high temperature heat pump technologies, owned by Nobao, with existing oil sands thermal recovery technologies (the “Potential Transaction“). The focus of the relationship will be on examining applications of the ground source heat technologies to reduce the heat and energy producing costs of oil sands production, to reduce emissions and to reduce pollution emissions into the environment. There is no capital investment required to be made by Sunshine under the Framework Agreement. Nobao will be responsible for all costs associated with the installation and operation of high temperature heat pump unit technologies and equipment for the purpose of examining potential opportunities with Sunshine.
Sunshine and Nobao will engage in further negotiations with respect to the scope as well as the final terms and conditions of the Potential Transaction. If definitive agreement(s) is reached for the Potential Transaction and the commercial utilization of Nobao’s technologies, Sunshine and Nobao shall negotiate the basis for sharing energy-savings returns in a manner to be determined after commercial application feasibilities are assessed.
IMPLICATIONS UNDER THE LISTING RULES
The Framework Agreement is not legally binding on Sunshine and Nobao and does not constitute the parties’ legally binding commitment in respect of entering into definitive agreement(s) or proceeding with the Potential Transaction.
As at the date of this announcement, Mr. Sun controls more than 30% interest in Nobao and as Mr. Sun is a substantial shareholder and a non-executive director of Sunshine, Nobao, being an associate of Mr. Sun, is a connected person (as defined under the Listing Rules) of Sunshine.
If materialized, the Potential Transaction may constitute a connected transaction for Sunshine pursuant to the Listing Rules. In the event that Sunshine enters into definitive agreement(s) in relation to the Potential Transaction or any other transaction with Nobao, which will constitute a connected transaction for Sunshine, Sunshine will make further announcement(s) in respect of such transaction and comply with all applicable requirements of the Listing Rules.
The board of directors of Sunshine wishes to emphasize that the Potential Transaction is subject to (among other things) the signing of definitive agreement(s) between Sunshine and Nobao, the final terms and conditions of which will be subject to further negotiations by all parties. Shareholders and potential investors of Sunshine are advised to exercise caution when dealing in the securities of the Corporation.
As at the date of this announcement, the Board consists of Mr. Michael John Hibberd, Dr. Qi Jiang and Mr. Jin Hu as executive directors; Mr. Hong Luo, Mr. Hok Ming Tseung, Mr. Tingan Liu, Mr. Haotian Li and Mr. Kwok Ping Sun as non-executive directors; and Mr. Raymond Shenti Fong, Mr. Robert John Herdman, Mr. Gerald Franklin Stevenson and Mr. Zhefei Song as independent non-executive directors.
In the People’s Republic of China (“China“), Nobao is one of the leading providers of ground source heat pumps in the clean energy sector utilizing ground source heat. Nobao’s business activities include research and development (“R&D“), consulting, design, production, sales, installation and energy services relating to ground source heat pumps. By leveraging on its strong competence in R&D in the renewable energy sector and its model for energy management contracts, Nobao is currently one of the leading solution providers in energy savings and renewable energy for the construction industry in China. Nobao provides ground source heat pump systems to all types of commercial and residential customers and for all types of new and old buildings. Nobao’s systems are designed to be suited to conditions in different climate regions in China and are highly effective in energy savings, are “green” and environmentally friendly, and are integrated with the functions of cooling, heating and supplying hot water.
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 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.
For further enquiries, please contact:
Dr. Qi Jiang
President & Chief Operating Officer
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’s website at www.hkexnews.hk, on the SEDAR website at www.sedar.com or the Corporation’s website at www.sunshineoilsands.com.
SOURCE Sunshine Oilsands Ltd.