Sunshine Oilsands Ltd. — Capital/Financing Update 2014

Feb 7, 2014

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/1/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 07/02/2014

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 :2012Description :Class“A” No. of ordinarysharesBalance at close of preceding month3,067,167,791Increase/(decrease)90,917,825Balance at close of the month3,158,085,616		Class“A”	Common SharesPar value(Statecurrency)Authorised sharecapital(State currency)No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ UnlimitedCAD$
			Par value(Statecurrency)No parvalueCAD$ No parvalueCAD$ No parvalueCAD$
(2) Stock code :N/ADescription :N/ANo. of ordinarysharesBalance at close of preceding monthN/A Increase/(decrease)N/A Balance at close of the monthN/A		N/A		Authorised sharecapital(State currency)N/AN/AN/A
			Par value(Statecurrency)N/A N/A N/A

For Main Board and GEM listed issuers

1. Preference Shares

2.PreferenceShares	2.PreferenceShares	2.PreferenceShares
Stock code :N/ADescription :Class “G”No. of preferencesharesBalance at close of preceding month0Increase/(decrease)0Balance at close of the month0			Class “G”	Preferred SharesPar value(Statecurrency)Authorised sharecapital(State currency)No parvalueCAD$ UnlimitedCAD$ No ar
				Par value(Statecurrency)No parvalueCAD$ No ar
			0	pvalueCAD$ No parvalue	N/AUnlimited
			0	CAD$
Stock code :	N/ADescription :Class “H”No. of preferenceshares
			Class “H”
				Par value(Statecurrency)No ar
				pvalue	Unlimited
Balance at close of preceding monthIncrease/(decrease)Balance at close of the month			0	CAD$	CAD$
				No parvalueCAD$ No parvalueCAD$
					N/A
					UnlimitedCAD$
3. Other Classes of Shares
Stock code :	N/ADescrip	tion :	N/A		Athid h
				P l
Balance at close of preceding monthIncrease/(decrease)Balance at close of the month		No. ofclasses oN/A	other	ar vaue(State	uorse sarecapital(State currency)N/AN/AN/A
				currency)N/A N/A N/A
Total authorised share capital at the endcurrency):		of the month_(State_		Unlim	ited CAD$

3. Other Classes	of Shares
Stock code :	N/A	Description :		N/A
					Par value	Authorised share
			No. of other		(State	capital
			classes	of shares	currency)	(State currency)
Balance at close	of preceding	month	N/A		N/A	N/A
Increase/(decrease)			N/A		N/A	N/A
Balance at close	of the month		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 ofpreceding monthIncrease/ (decrease)during the monthBalance at close of themonth	No. of ordinary shares(1) – Class “A”common shares(2)	No. of ordinary shares(1) – Class “A”common shares(2)	No. of preferredsharesClass “G” and“H” preferredsharesNo. of other classesof shares	No. of preferredsharesClass “G” and“H” preferredsharesNo. of other classesof shares
	3,067,167,79190,917,8253,158,085,616	N/A N/A N/A	0 0 0	N/A N/A N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars ofshare optionschemeincluding EGMapproval date(dd/mm/yyyy)and class ofshares issuable		Movement duringthe month	Movement duringthe month	Movement duringthe month		No. of new sharesof issuer issuedduring the monthpursuant theretoNo. of new shares of issuerwhich may be issuedpursuant thereto as at close ofthe month	No. of new sharesof issuer issuedduring the monthpursuant theretoNo. of new shares of issuerwhich may be issuedpursuant thereto as at close ofthe month
		Granted	Exercised	Cancelled/Forfeited	Lapsed
1.Pre-IPOShare OptionScheme(09/09/2010) Class “A”commonshares (Note 1)2. Post-IPOShare OptionScheme (26/01/2012) Class “A”commonshares (Note 1) 3. N/A (/ /) shares		0 0 N/A	0 0 N/A	0 5,507,903N/A	0	0 0 N/A	72,825,686 (Remarks: SeeNote A)
					0		56,812,004(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

								For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A	For Main Board and GEM listed issuers s)N/A s)N/A s)N/A
(	Note 1)
To	Total A.					(Ordinary share		s)	N/A N/A N/A
						(Preferred share		s)
	tal funds raised during the month from					(Other clas		s)
ex	ercise of options (State currency)					N/A
Warrants to Issue Shares of the Issuer which are to be Listed
Description of warrants Curreof nom				ncyinal Nominal valueat close ofpreceding Exerciduring				sedthe		Nominalvalue at close	No. of newshares ofissuerissuedduring themonthpursuanttheretoNofbethe				o. of new sharesissuer which mayissued pursuantreto as at close ofthe month
(Date of expiry- dd/mm/yyyy)val				ue	month		mont	h		of the month
1. Warrants(15/01/2016 to21/01/2016 )Stock code (iflisted)Class of sharesissuable_(Note D)_Subscription priceEGM approvaldate(if applicable)			HKD		N/A		0			N/A	0			1	44,751,372
		Class “A”		Common Shares
			H	KD 1.88
(dd/mm/yyyy)2. N/A( / / )Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)			(/	/	)N/A		N/A			N/A	N	/A		N	/A
			N/A		N/A
				N/A
				N/A
			(/	/	)N/A
3. N/A( / / )Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)			N/A		N/A		N/A			N/A	N	/A		N	/A
				N/A
			N/A
			N/A
			(/ /		)N/A
4. N/A( / / )Stk d if			N/A		N/A		N/A			N/A	N	/A		N	/A
oc coe (listed)			N/A

For Main Board and GEM listed issuers

						No. of new
						shares of
						issuer
						issued	No. of new shares
						during the	of issuer which may
			Nominal value			month	be issued pursuant
	Currency		at close of	Exercised	Nominal	pursuant	thereto as at close of
Description of warrants	of nominal		preceding	during the	value at close	thereto	the month
(Date of expiry- dd/mm/yyyy)	value		month	month	of the month
Class of shares
issuable_(Note 1)_		N/A
Subscription price		N/A
EGM approval
date
(if applicable)
(dd/mm/yyyy)	(/	/	)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)

For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	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)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonthNominalvalue at closeof the monthNo. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new sharesof issuer which maybe issued pursuantthereto as at close ofthe month
Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)			N/AN/A(/ /)N/ATotal B.(Ordinary shares)N/A(Preferred shares)N/A(Other class) N/A
		issuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)	N/AN/A(/ /)N/ATotal B.(Ordinary shar(Preferred shar(Other cla
									)N/A)N/A
								es
								s
		ertibles(i.e. Convertible into Shares of the Issuer which are to be Listed)
Class		and description	Currencyof amountoutstandingAmount atclose ofprecedingmonth			Converted/Forfeitedduring themonth	Amouclose omon			No. of newshares ofissuerissuedduring themonthpursuantthereto	No. of new sharissuer which maissued pursuathereto as at clothe month	es ofy bentse of
									t
								nf	athe
								t	h
	1. Cs	lass “G” preferredhares		N/A N/A	0	0	0			0	0
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy))2. Class “H” preferredshares	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approval
				N/A
				N/A
			(	/ /)N/A
				N/A N/A	0	0	0
										0	0
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)3. N/A	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/)
				N/A
				N/A
			(

For Main Board and GEM listed issuers

Class and description	Class and description	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Converted/Forfeitedduring themonth	Amount atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month
			N/A	N/A	N/A	N/A	N/A	N/A
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)4. N/A				N/A	N/A		N/A
			N/A
			N/A
			N/A
		(	/ /)N/A
			N/A N/A	N/A
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(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)

Full particulars including EGM approval date (dd/mm/yyyy),if applicable, and class of shares issuable:	Full particulars including EGM approval date (dd/mm/yyyy),if applicable, and class of shares issuable:	No. of new sharesof issuer issuedduring the monthpursuant theretoNo. of new shares of issuerwhich may be issuedpursuant thereto as at close ofthe month	No. of new sharesof issuer issuedduring the monthpursuant theretoNo. of new shares of issuerwhich may be issuedpursuant thereto as at close ofthe month
1.2.3.	Employee Share Savings Plan	329,590N/AN/A	N/A
	(07 /05 /2013 )
	shares_(Note C)_
	N/A		N/A
	( / / )
	shares_(Note 1)_
	N/A		N/A
	( / / )
	shares_(Note 1)_
	Total D. (Ordinary shares)	329,590
	(Preferred shares)	N/A

For Main Board and GEM listed issuers (Other class) N/A

Other Movements in Issued	Other Movements in Issued	Share Capital
Type of Issue
1. Rights issue	Atprice :	Statecurrency
2. Open offer	Atprice :	Statecurrency
		HKD
3. Placing	Atprice :	Statecurrency
4. Bonus issue

		(Oth	(Oth	(Oth	(Oth	(Oth	er class)		N/A	N/A
		ued Share Capital
Other Movements in Iss		ued Share Capital
											No. of newshares ofissuer issueddi th				No. of new sharesof issuer whichmay be issuedt tht
Type of Issue											urng emonthpursuantthereto				pursuan ereo asat close of themonth
1. Rights issueAtpri						Classoissuable_(_Issue anddate :(dd/mm/yEGM appdate:(dd/mm/y	fsharesNote 1)allotmentyyy)rovalyyy)((		________/ / )/ / )			N/A			N/A
		ce : c	Stateurrency
2. Open offerAtpri						Classofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )						N/A			N/A
		ce : c	Stateurrency
				HKD		Classofshareissuable_(Note F)_Issue and allotment		s Class“A”CommonShares________
3.	PliAtState					date :		(15/01/2014) to(21/01/2014)(07 /05 /2013)				90
	acngprice :currency					(dd/mm/yyyy)
						EGM approval
						date:(dd/mm/yyyy)
													,588,235		90,588,235
4.												N
						Classofshare
	Bonus issue					issuable_(Note 1)_		________					/A		N/A

For Main Board and GEM listed issuers

				For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers	For Main Board and GEM listed issuers
				No. of newshares ofissuer issuedduring themonthursuant			No. of new sharesof issuer whichmay be issuedpursuant thereto asat close of themonth
Type of Issue						pthereto
			Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)	( / / )( / / )
AtStt			Classofsharesissuable_(Note 1)_Issue and allotment ________( / / )
5. Scrip dividend price :aecurrency			date :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)( / / )			N/A	N/A
			Class of sharesClass “A” commonrepurchased_(Note_D)
6. Repurchase ofshares			Cancellation dates :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)			N/A	N/A
			Classofsharesredeemed_(Note 1)_ ________/ /
7. Redemption ofshares			Redemption date :(dd/mm/yyyy)EGM approvaldate:( )( / / )
			(dd/mm/yyyy)			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	For Main Board and GEM listed issuers
Type of Issue	No. of newshares ofissuer issuedduring themonthpursuantthereto			No. of new sharesof issuer whichmay be issuedpursuant thereto asat close of themonth
8. ConsiderationissueAtprice :StatecurrencyClassofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )			N/A	N/A
9. Capitalreorganisation	Classofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )		N/A	N/A
10. Other(Please specify)Atprice :StatecurrencyClassofsharesissuable_(Note 1)Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )			N/A	N/A
Total E. (Ordinary shares)90,588,235(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)90,917,825(2)N/ATotal increase / (decrease) in preferred shares during the month (i.e. Total of A to E):0Total 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”).)				90,917,825
				N/A
				0
				N/A

For Main Board and GEM listed issuers

Remarks (if any):

Note A: As at 1 January 2014, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding. During the month of January 2014, Nil stock options were exercised and Nil stock options were forfeited. As at 31 January 2014, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding, of which 72,759,020 stock options were vested (143,334 stock options vested in the month of January 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis. Note B: As at 1 January 2014, our Post-IPO Share Option Scheme had 62,319,907 stock options outstanding. During the month of January 2014, Nil stock options were granted and 5,507,903 stock options were forfeited. As at 31 January 2014, our Post-IPO Share Option Scheme had 56,812,004 stock options outstanding, of which 28,657,482 stock options were vested (Nil stock options were vested in the month of January 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note C: 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 31 January 2014, 329,590 new Shares were issued pursuant to the Plan.

Note D: Each whole warrant entitles the subscriber to acquire one Class “A” Common Share at an exercise price of HKD 1.88 per Class “A” Common Share, for a period of 24 months following the closing date of the Unit offering which included one Class “A” Common Share and one third of one warrant per Unit. As at 1 January 2014, the Company had 78,320,000 warrants outstanding. During the month of January 2014, there were 30,196,078 warrants given to subscribers as part of the Unit offering and an additional 36,235,294 were given to Second Finders of the subscriptions as referred to in the Company’s announcement dated January 10, 2014 and January 16, 2014. At 31 January 2014 there were 144,751,372 outstanding.

Note E: Placement of 45,588,235 and 45,000,000 Class “A” Common Shares which closed on the 15[th] and 21[st] January 2014 respectively.

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.