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Sunshine Oilsands Ltd. Capital/Financing Update 2013

Dec 4, 2013

50340_rns_2013-12-03_f9062e0b-24f3-4d46-9ff5-35e3e1379d92.pdf

Capital/Financing Update

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For Main Board and GEM listed issuers

==> picture [140 x 68] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/11/2013

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 04/12/2013

I. Movements in Authorised Share Capital

1. Ordinary Shares

1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares 1. Ordinary Shares
(1) Stock code :
2012
Description :
Class“A”
No. of ordinary
shares
Balance at close of preceding month
2,885,459,208
Increase/(decrease)
339,906
Balance at close of the month
2,885,799,114
Class“A” Common Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
(2) Stock code :
N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A

N/A

N/A

For Main Board and GEM listed issuers

  1. Preference Shares
2.PreferenceShares
Stock code :
N/A
Description :
Class “G”
No. of preference
shares
Balance at close of preceding month
52,390,000
Increase/(decrease)
0
Balance at close of the month
52,390,000
Class “G” Preferred Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$ PreferredShares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
Stock code :
N/A
Description :
Class “H”
No. of preference
shares
Balance at close of preceding month
22,200,000
Increase/(decrease)
0
Balance at close of the month
22,200,000
Class “H”
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
N/A
Unlimited
CAD$
3. Other Classes of Shares
Stock code :
N/A
Description :
N/A
No. of other
classes of shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A

N/A

N/A

Total authorised share capital at the end of the month (State currency) :

Unlimited CAD$

For Main Board and GEM listed issuers

II. Movements in Issued Share Capital

Balance at close of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
2,885,459,208
339,906
2,885,799,114

N/A

N/A

N/A

74,590,000

0

74,590,000

N/A

N/A

N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of
share option
scheme
including EGM
approval date
(dd/mm/yyyy)
and class of
shares issuable
Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of issuer
which may be issued
pursuant thereto as at close of
the month
No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of issuer
which may be issued
pursuant thereto as at close of
the month
Granted Exercised Cancelled/
Forfeited
Lapsed
1.Pre-IPO
Share Option
Scheme
(09/09/2010)
Class “A”
common
shares

(Note 1)
2. Post-IPO
Share Option
Scheme
(26/01/2012)
Class “A”
common
shares

(Note 1)
3. N/A
(/ /)
shares






0


0


N/A
0

0

N/A
0

66,000

N/A
0





0








0








N/A
72,825,686 (Remarks: See
Note A)
0
64,539,950
(Remarks: See Note B)
N/A
N/A

For Main Board and GEM listed issuers

For Main Board an
(Note 1)
Total A. (Ordinary shares)N/A
(Preferred shares)N/A
(Other class)N/A
Total funds raised during the month from
exercise of options (State currency)
N/A

Warrants to Issue Shares of the Issuer which are to be Listed

Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed Warrants to Issue Shares of the Issuer which are to be Listed
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal
value at close
of the month


No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares
of issuer which may
be issued pursuant
thereto as at close of
the month
1. N/A
( / / )
Stock code (if
listed)
Class of shares
issuable_(Note 1)
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
2. N/A
( / / )
Stock code (if
listed)
Class of shares
issuable
(Note 1)
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
3. N/A
( / / )
Stock code (if
listed)
Class of shares
issuable
(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4. N/A
( / / )
Stock code (if
listed)
N/A
N/A
N/A

N/A

N/A

N/A

N/A
N/A

N/A

N/A

N/A
N/A

N/A

N/A

N/A
N/A
N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A

N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A

N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A

For Main Board and GEM listed issuers

For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency
of nominal
value
Nominal value
at close of
preceding
month
Exercised
during the
month
Nominal
value at close
of the month
No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares
of issuer which may
be issued pursuant
thereto as at close of
the month
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
N/A
N/A
(/ /)N/A
Total B.(Ordinary shares)N/A
(Preferred shares)N/A
(Other class) N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
during the
month
Amount at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
1. Class “G” preferred
shares(Note C)

N/A

N/A
52,390,000
0
52,390,000

0



0



40,864,200
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy))
2. Class “H” preferred
shares(Note C)
0
22,200,000

17,316,000
Class “A” com
shares
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
3. N/A

For Main Board and GEM listed issuers

Class and description Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
during the
month
Amount at
close of the
month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month

No. of new
shares of
issuer
issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
N/A

N/A
N/A
N/A
N/A


N/A
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4. N/A
N/A
N/A



N/A
N/A
N/A
(
N/A

N/A
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
(Note C)
(Note C)
N/A
N/A
(

Any other Agreements or Arrangements to Issue Shares of the Issuer which are to be Listed, including Options (other than under Share Option Schemes)


Options (other than under Share Option Schemes)

Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
No. of new shares
of issuer issued
during the month
pursuant thereto
No. of new shares of issuer
which may be issued
pursuant thereto as at close of
the month
1.
2.
3.
Employee Share Savings Plan 339,906
N/A
N/A
N/A
(07 /05 /2013 )
shares_(Note D)_
N/A N/A
( / / )
shares_(Note 1)_
N/A N/A
( / / )
shares_(Note 1)_
For Main Board and GEM For Main Board and GEM listed issuers
Total D. (Ordinary shares) 339,906
(Preferred shares) N/A
(Other class) N/A
Other Movements in Issued Share Capital
No. of new No. of new shares of
shares of issuer which may be
issuer issued
issued pursuant
during the thereto as at close of
month the month
pursuant
thereto
Type of Issue
Class of shares
__
issuable_(Note_ 1)
1.Rights issue At
State Issue and allotment ( / / )
For Main Board and GEM listed issuers For Main Board and GEM listed issuers For Main Board and GEM listed issuers
Total D. (Ordinary shares) 339,906
N/A
N/A
(Preferred shares)
(Other class)
Other Movements in Issued Share Capital
Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
1Rights issue
At

State
Class
of
shares
issuable_(Note 1)
Issue and allotment
_

( / / )
.
price :
currency
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
( / / )
N/A N/A
2. Open offer
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
3. Placing
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
Class
of
shares
issuable_(Note 1)

_

( / / )
4. Bonus issue
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)

( / / )
N/A N/A

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
5. Scrip dividend
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
6. Repurchase of
shares
Class of shares
Class “A” common
repurchased
(Note
D)
Cancellation dates :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A N/A
7. Redemption of
shares
Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
8. Consideration
issue
At
price :
State
currency
Class
of
shares
issuable_(Note 1)
Issue and allotment
_

( / / )
N/A N/A

For Main Board and GEM listed issuers

Type of Issue No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
No. of new shares of
issuer which may be
issued pursuant
thereto as at close of
the month
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
( / / )
9. Capital
reorganisation
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A N/A
10. Other
(Please specify)
At
price :
State
currency
Class
of
shares
issuable_(Note 1)_
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
___
( / / )
( / / )
N/A N/A
Total E. (Ordinary
shares)N/A
(Preferred shares)N/A
(Other class)N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):
(1)
339,906
(2)
N/A
Total increase / (decrease) in preferred shares during the month (i.e. Total of A to E):
N/A
Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E):
N/A
(Thesefigures should be the same as the relevantfigures under II above(“Movements in Issued Share Capital”).)
339,906
N/A
N/A
N/A

For Main Board and GEM listed issuers

Remarks (if any):

Note A: As at 1 November 2013, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding. During the month of November 2013, Nil stock options were exercised and Nil stock options were forfeited. As at 30 November 2013, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding, of which 71,899,020 stock options were vested (Nil stock options vested in the month of November 2013) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note B: As at 1 November 2013, our Post-IPO Share Option Scheme had 64,605,950 stock options outstanding. During the month of November 2013, Nil stock options were granted and 66,000 stock options were forfeited. As at 30 November 2013, our Post-IPO Share Option Scheme had 64,539,950 stock options outstanding, of which 21,082,962 stock options were vested (Nil vested stock options were forfeited in the month of November 2013) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note C: According to the conversion schedule disclosed in the audited financial statements for the year ended 31 December 2012 (note 12), the total Class “G” and Class “H” preferred shares were available at a conversion rate of 78% based on the vesting terms at 30 November 2013. During the month of November 2013, Nil vested Class “G” preferred shares were converted into Nil Class “A” common shares and Nil Class “G” preferred shares were forfeited. Nil Class “H” preferred shares were converted into Class “A” common shares and Nil Class “H” preferred shares were forfeited during the month of November 2013. The ending balance of Class “G” and Class “H” preferred shares outstanding as at 30 November 2013 was 52,390,000 and 22,200,000, respectively, which if converted, would result in the issuance of a total of 58,180,200 Class “A” common shares (40,864,200 if converted from Class “G” preferred shares and 17,316,000 if converted from Class “H” preferred shares). Note D: The purpose of the Employee Share Savings Plan (the “Plan”) approved at the Company’s Annual General Meeting on May 7, 2013, is to provide an opportunity for employees of the Company to purchase Class “A” Common Shares (“Shares”) from the Company’s treasury at the Market Price (as defined by the Plan) through voluntary automatic payroll deductions, thereby attracting, retaining, encouraging and rewarding employees to use their combined best efforts on behalf of the Company and to ensure that employees have a share in the increased profitability and value of the Company. The Company will support the acquisition of Shares by employees pursuant to the Plan through matching employee contributions to the Plan within certain limits defined by the Plan. Contributions by employees and the Company will be made for the purchase of Shares on a regular basis. On 29 November 2013, 339,906 new Shares were issued pursuant to the Plan.

Submitted by: _Al Stark____ Title: __Treasurer_______ (Director, Secretary or other duly authorised officer)

Notes :

1. State the class of shares (e.g. ordinary, preference or other).

2. If there is insufficient space, please append the prescribed continuation sheet.