Sunshine Oilsands Ltd. — Capital/Financing Update 2017

Dec 15, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement appears for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Sunshine Oilsands Ltd.

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SUNSHINE OILSANDS LTD.

陽光油砂有限公司 *

(a corporation incorporated under the Business Corporations Act of the Province of Alberta, Canada with limited liability)

(HKEX: 2012)

SUPPLEMENTARY ANNOUNCEMENT

PLACING OF UP TO 60,606,500 NEW SHARES UNDER GENERAL MANDATE

Reference is made to the announcement of Sunshine Oilsands Ltd. (the “ Corporation ” or “ Sunshine ”) dated December 14, 2017, in relation to, among other matters, the placing of up to 60,606,500 common shares of the Corporation under the general mandate (the “ Announcement ”). Capitalised terms used herein shall have the same meanings as those defined in the Announcement, unless the context requires otherwise.

The Board would like to further supplement the usage of the net proceeds from the fund raising activities conducted in the 12 months preceding the date of the Announcement as follows:-

ollows:-
Date ofannouncementDecember 14,2016	Fund raisingactivityPrivateplacement ofCommon Sharesunder GeneralMandate	Approximate netproceeds raisedHK$15,929,625.0(approximatelyCDN$ 2,694,511.8(1))	Intended use of thenet proceeds(i) for general workingcapital of theCorporation; and(ii) as funds for futuredevelopment of theexisting business ofthe Corporation,including funding thedevelopment andoperation costs of theWest Ells project.	Actual use of thenet proceeds
				HK$15,929,625.0(approximatelyCDN$ 2,694,511.8(1))approximately95% used as fundsfor development ofexistingbusinessincludingfundingoperation costs andapproximately 5% asgeneralworkingcapital

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Date ofannouncementJanuary 24,2017March 24, 2017March 28, 2017	Fund raisingactivityPrivateplacement ofCommon Sharesunder GeneralMandatePrivateplacement ofCommon Sharesunder GeneralMandatePrivateplacement ofCommon Sharesunder GeneralMandate	Approximate netproceeds raisedIntended use of thenet proceedsActual use of thenet proceedsHK$15,602,100.0(approximatelyCDN$2,673,123.6(2))(i) for general workingcapital of theCorporation; and(ii) as funds for futuredevelopment of theexisting business ofthe Corporation,including funding thedevelopment andoperation costs of theWest Ells project.HK$ 15,602,100.0(approximatelyCDN$ 2,673,123.6(2))approximately95%usedasfundsfordevelopment of existingbusinessincludingfunding operation costsand approximately 5%asgeneralworkingcapitalHK$69,475,049.6(approximatelyCDN$11,925,809.1(3))(i) for general workingcapital of theCorporation; and(ii) as funds for futuredevelopment of theexisting business ofthe Corporation,including funding thedevelopment andoperation costs of theWest Ells project.HK$69,475,049.6(approximatelyCDN$11,925,809.1(3))approximately60%used for repayment ofyieldmaintenancepremiumandforbearancefeeinrelationtotheForbearanceReinstatementAgreement(“FRA”)signed on March 21,2017;approximately35% used as funds fordevelopment of existingbusinessincludingfunding operation costsand approximately 5%asgeneralworkingcapitalincludingpayment of legal feesincurredforforbearancereinstatementoftheCorporation’sSeniorsecured NotesHK$11,599,985(approximatelyCDN$1,996,485(4))(i) for general workingcapital of theCorporation; and(ii) as funds for futuredevelopment of theexisting business ofthe Corporation,including funding thedevelopment andoperation costs of theWest Ells project.HK$11,599,985(approximately CDN$ 1,996,485(4))approximately95%usedasfundsfordevelopment of existingbusinessincludingfunding operation costsand approximately 5%asgeneralworkingcapital

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Date ofannouncementApril 13, 2017June 07, 2017October 18,2017	Fund raisingactivityPrivateplacement ofCommon Sharesunder GeneralMandatePrivateplacement ofCommon Sharesunder GeneralMandatePrivateplacement ofCommon Sharesunder GeneralMandate	Approximate netproceeds raisedHK$33,950,634(approximatelyCDN$5,861,054.36(5))HK$15,880,106(approximatelyCDN$2,742,669(6))HK$2,296,228(approximatelyCDN$369,032.04(7))	Intended use of thenet proceedsFor settlement ofindebtedness(i) for general workingcapital of theCorporation; and(ii) as funds for futuredevelopment of theexisting business ofthe Corporation,including funding thedevelopment andoperation costs of theWest Ells project.Settlement ofindebtedness	Actual use of thenet proceeds
				HK$33,950,634(approximatelyCDN$5,861,054.36(5)) – there is noactualcashinflowinto the Corporationas the issuance ofshares was to offsettheindebtednessthat Sunshine owesto its trade creditor.HK$15,880,106(approximatelyCDN$2,742,669(6))approximately95%used as funds fordevelopmentofexistingbusinessincludingfundingoperation costs andapproximately 5% asgeneralworkingcapitalHK$2,296,228(approximatelyCDN$369,032.04(7))– there is no actualcash inflow into theCorporation as theissuance of shareswas to offset theindebtednessthatSunshine owes to itstrade creditor.

Notes

• (1) Based on the Bank of Canada’s nominal noon exchange rate (as at December 14, 2016) of CDN$1.00 = HK$5.9118

• (2) Based on the Bank of Canada’s nominal noon exchange rate (as at January 24, 2017) of CDN$1.00 = HK$5.8367.

• (3) Based on the Bank of Canada’s nominal noon exchange rate (as at March 24, 2017) of CDN$1.00 = HK$5.8256.

• (4) Based on the Bank of Canada’s nominal noon exchange rate (as at March 28, 2017) of CDN$1.00 = HK$5.8102.

• (5) Based on the Bank of Canada's nominal noon exchange rate (as at April 13, 2017) of CDN$1.00 =HK$5.7936.

• (6) Based on the Bank of Canada's nominal noon exchange rate (as at June 7, 2017) of CDN$1.00 =HK$5.79.

• (7) Based on the Bank of Canada's nominal noon exchange rate (as at October 17, 2017) of CDN$1.00 =HK$6.2223.

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By Order of the Board of Sunshine Oilsands Ltd.

Sun Kwok Ping Executive Chairman

Hong Kong, December 15, 2017 Calgary, December 15, 2017

As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun, Mr. Hong Luo, Mr. Qiping Men and Ms. Gloria Pui Yun Ho as executive directors; Mr. Michael John Hibberd, Ms. Linna Liu and Ms. Xijuan Jiang as non-executive directors; and Mr. Raymond Shengti Fong, Mr. Jeff Jingfeng Liu, Ms. Joanne Yan and Mr. Yi He as independent non-executive directors.

*For identification purposes only

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 of 5,000 barrels per day.

For further enquiries, please contact:

Mr. Qiping Men Interim Chief Executive Officer Tel: (1) 403 984-5142

Email: investorrelations@sunshineoilsands.com Website: www.sunshineoilsands.com

FORWARD LOOKING INFORMATION

This announcement contains forward-looking information relating to, among other things, (a) the closing of, and the anticipated timing of the closing of, the Placing; (b) the future financial performance and objectives of the Corporation; and (c) 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 the Corporation’s experience, current beliefs, assumptions, information and perception of historical trends available to the Corporation, 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 the Corporation believes that the expectations represented by such forward-looking statements are reasonable, there

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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. The Corporation 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 forwardlooking 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, 2016 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 on the Corporation’s website at www.sunshineoilsands.com.