Sunshine Oilsands Ltd. — Capital/Financing Update 2019

Jul 11, 2019

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.

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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)

COMPLETION OF SHARE ISSUANCE UNDER GENERAL MANDATE

FOR PAYMENT OF DIRECTOR FEE

By Order of the Board of Sunshine Oilsands Ltd.

Sun Kwok Ping Executive Chairman

Hong Kong, July 11, 2019 Calgary, July 11, 2019

As at the date of this announcement, the Board consists of Mr. Kwok Ping Sun and Ms. Gloria Pui Yun Ho as executive directors; Mr. Michael John Hibberd, Ms. Linna Liu and Ms. Xijuan Jiang as nonexecutive directors; and Mr. Yi He and Mr. Guangzhong Xing as independent non-executive directors.

*For identification purposes only

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Hong Kong (July 11, 2019) and Calgary, Alberta (July 11, 2019) – The Board of Directors (the “ Board ”) of Sunshine Oilsands Ltd. (the “ Corporation ” or “ Sunshine ”) (HKEX: 2012) is pleased to announce the following:

The Board is pleased to announce that all conditions of the issuance of Shares to Connected Directors as payment for director fee for the period from October 2017 to April 2019 have been fulfilled and the completion took place on July 11, 2019. An aggregate of 21,779,902 new Shares were allotted and issued to the Connected Directors at an Issue Price of HK$0.092 per Share.

Reference was made to the announcements of the Corporation dated May 15 and June 24, 2019 (the “ Announcements ”), the circular dated June 4, 2019 (the “ Circular ”) and the notice of SGM dated June 4, 2019 (the “ Notice ”) (all Hong Kong time), in relation to, among others, the proposed issuance of Shares under the General Mandate to the Connected Directors for payment of director fee for the period from October 2017 to April 2019. Unless otherwise specified, terms used herein shall have the same meanings as those defined in the Announcements and the Circular.

COMPLETION OF ISSUANCE NEW SHARES UNDER GENERAL MANDATE

The Board is pleased to announce that all conditions of the issuance of Shares to Connected Directors have been fulfilled and completion took place on July 11, 2019. A total of 21,779,902 new Shares have been successfully issued to the respective Connected Directors at an Issue Price of HK$0.092 per Share.

EFFECT ON SHAREHOLDING STRUCTURE

The aggregate 21,779,902 Shares represent (i) approximately 0.35% of the issued share capital of the Corporation immediately before Completion of the Issuance and (ii) approximately 0.35% of the issued share capital of the Corporation as enlarged by the allotment and Issuance of the new Shares.

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Set out below is the shareholding structure of the Corporation immediately before and after completion of Issuance new Shares:

Connected Directors	Immediately before completion of the Issuance Shares issued for payment of director fee	Immediately after completion of the Issuance
	Number of Shares Number of Shares % %	Number of Shares %
Mr. Michael J Hibberd_(1)_	104,774,685 1.71% 3,524,371 0.06%	108,299,056 1.76%
Mr. Hong Luo_(2)_	0 - 4,687,337 0.08%	4,687,337 0.08%
Ms. Xijuan Jiang	300,000 0.00% 4,940,707 0.08% 0 - 3,243,384 0.05% 1,600,000 0.03% 5,384,103 0.09%	5,240,707 0.09%
Ms. Joanne Yan_(3)_		3,243,384 0.05%
Mr. Yi He		6,984,103 0.11%
Sub-total for Connected Directors	106,674,685 1.74% 21,779,902 0.35%	128,454,587 2.09%
Mr. Kwok PingSun_(4)_	1,703,477,000 27.76%	1,703,477,000 27.66%
Sub-totalfor all Directors	1,810,151,685 29.50%	1,831,931,587 29.75%
Other Shareholders	4,325,694,939 70.50%	4,325,694,939 70.25%
Total	6,135,846,624 100.00%	6,157,626,526 100.00%

Notes:

1. Before Shares Issuance, Mr. Michael J Hibberd, was deemed to be directly or indirectly interested in 104,774,685 Shares and 46,679,000 share options of the Company.

2. Mr. Hong Luo ceased to be a Director on June 3, 2019.

3. Ms. Joanne Yan ceased to be a Director on June 24, 2019.

4. Mr. Kwok Ping Sun, being the Executive Chairman and Substantial Shareholder (as defined under the Listing Rules) of the Company, directly or indirectly, owned 1,703,477,000 Shares as at the date of this Announcement.

5. Ms. Gloria Ho, Ms. Linna Liu and Mr. Guangzhong Xing do not hold any Shares in the Company as at the date of this Announcement.

6. Mr. Raymond Fong, who was interested in 9,250,621 Shares of the Company, passed away per the Company’s announcement dated June 23, 2019.

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.

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For further enquiries, please contact: Mr. Kwok Ping Sun Executive Chairman Tel: (852) 3188 9298

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 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 July 31, 2018 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.