Sunshine Oilsands Ltd. — Capital/Financing Update 2019

Jun 16, 2019

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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)

PROPOSED ISSUANCE OF

USD 9,868,398.69 CONVERTIBLE BONDSUNDER GENERAL MANDATE

By Order of the Board of Sunshine Oilsands Ltd. Kwok PingSun Executive Chairman

Hong Kong, June 16, 2019 Calgary, June 16, 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. Raymond Shengti Fong, Ms. Joanne Yan and Mr. Yi He as independent non-executive directors.

*For identification purposes only

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Hong Kong (June 16, 2019) and Calgary, Alberta (June 16, 2019) - The Board of Directors (the “ Board ”) of Sunshine Oilsands Ltd. (the “ Corporation ” or “ Sunshine ”) (HKEX: 2012) wishes to announce the following:

On June 16, 2019 (Hong Kong time), the Corporation, the Subscriber and the Guarantor entered into the Subscription Agreement, pursuant to which, on the terms and subject to the conditions therein, the Corporation has agreed to issue and the Subscriber has agreed to subscribe for the fixed rate convertible bonds to be issued by the Corporation in aggregate principal amount of USD 9,868,398.69 .

Completion is subject to the fulfillment or waiver of the Conditions Precedent set out in the Subscription Agreement. Detailed terms of the Subscription Agreement and the CB are set out in the paragraphs headed “ SUBSCRIPTION AGREEMENT ” and “ PRINCIPAL TERMS OF CB ”, respectively.

The issue price for the CB shall be USD 9,868,398.69 (being 100% of the principal amount of the CB). Based on the initial Conversion Price of HK$0.07398 per Share, a maximum of 1,039,143,182 new Shares will be allotted and issued upon the full exercise of the CB, representing (i) approximately 16.94% of the existing issued share capital of the Corporation as at the date of this announcement; and (ii) approximately 14.48% of the allotment and issued share capital of the Corporation as enlarged by the issue of the Conversion Shares (assuming there was no repurchase of Shares or issue of other new Shares).

Up to the date of this announcement, the Board has allotted and issued 156,688,452 Shares under the General Mandate. The Conversion Shares under the Subscription will be allotted and issued under the General Mandate, no Shareholders’ approval is required for the allotment and issuance of the Conversion Shares.

No listing of the CB will be sought on the Stock Exchange or any other stock exchanges. The Corporation will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares.

The estimated net proceeds from the Subscription is expected to be approximately HK$ 75,338,296.38. The Corporation intends to use the proceeds from the issuance of the CB for general working capital and capital expenditure for West Ells project.

Completion of the Subscription is subject to fulfilment of the conditions under the Subscription Agreement. The Subscription may or may not proceed. Shareholders and potential investors of the Corporation are advised to exercise caution when dealing in the securities of the Corporation.

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INTRODUCTION

On June 16, 2019 (Hong Kong time), the Corporation, the Subscriber and the Guarantor entered into the Subscription Agreement. Details of the Subscription Agreement and the terms of the CB are described below.

THE SUBSCRIPTION AGREEMENT

Date

June 16, 2019 (Hong Kong time)

Parties

• (i) the Corporation as issuer;

• (ii) the Subscriber as Subscriber; and

(iii) the Guarantor as guarantor.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Subscriber (and its ultimate beneficial owner(s) is not a connected person of the Corporation and is independent of and not connected with the Corporation, its Directors, Chief Executives or substantial shareholders of the Corporation or its subsidiaries, or any of their respective associates. As at the date of this announcement, the Guarantor, Mr. Kwok Ping Sun (“ Mr. Sun ”), is the Executive Chairman and substantial shareholder of the Corporation, who is, directly or indirectly, interested in 1,698,077,000 Shares, representing about 27.67% of the issued Shares of the Corporation as at the date of this announcement.

Subscription and Issuance of CB

The Corporation has conditionally agreed to allot and issue, and the Subscriber have conditionally agreed to subscribe for an aggregate of 1,039,143,182 Shares at the Subscription Price.

PRINCIPAL TERMS OF THE CB

The terms of the CB have been negotiated on an arm’s length basis, principal terms of which are summarized as follows:

Issuer : Sunshine Oilsands Limited

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Principal Amount	:	USD 9,868,398.69 in aggregate (equivalent to approximately HK$ 76,875,812.63)
Maturity Date	:	June 16, 2021
Denomination	:	The CB are issued in denomination of USD 1 million each, except for the last Note which can be of less amount
Interest	:	The CB shall bear an interest rate of 8% per annum on the total principal amount thereof from the Issue Date, payable by the Corporation semi-annually
Upfront Fee	:	The Corporation will pay a nonrefundable upfront fee to the Subscriber in an amount equal to 1% of its Subscription amount
Other fee		The Corporation will pay the amount of legal fee charged by legal counsel to the Subscriber and any other fees and due diligence costs incurred by the Subscriber (in any case, no more than 1% of its Subscription Amount)
Conversion Price	:	HK$0.07398 per Share (subject to adjustments)
Early Redemption	:	During the Conversion Period, Subscriber shall have the right to require repayment of part or all of the then outstanding CB from the Issuer, on each anniversary of the Issue Date or at death, incapacitation, insolvency or otherwise inability of any Guarantor, together with accrued but unpaid interest, according to the conditions set out in the Subscription Agreement
Conversion Shares	:	Up to a maximum of 1,039,143,182 new Shares (subject to adjustments of the Conversion Price), representing approximately 16.94% of the issued share capital of the Corporation as at the date of this announcement and approximately 14.48% of the issued share capital of the Corporation as enlarged by the allotment and issue of the Conversion Shares (assuming there was no repurchase of Shares or issue of other new Shares)
Conversion	:	The CB holders have the rights to convert any outstanding Notes into the Shares any time during the Conversion Period at Conversion Price, all exchange of

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		currency hereunder shall be made at the spot rate of exchange for purchase relevant currency in effect on the Business Day immediately preceding relevant payment Conversion Date as published by the Hongkong and Shanghai Banking Corporation Limited at or about 11:00 a.m. on that particular day, and all Conversion Shares shall rank_pari passu_in all respects with the fully paid Shares in issue
Conversion Period	:	The conversion period commencing from and include the Issue Date to and including the Maturity Date
Listing	:	The CB will not be listed on the Stock Exchange or any other stock exchanges. An application will be made to the Stock Exchange for the listing of, and permission to deal in, the Conversion Shares
Guarantee	:	The CB will beguaranteed bythe Guarantor

CONDITIONS PRECEDENT TO ISSUANCE

Completion of the CB is conditional upon:

I. the Listing Committee granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked the approval of listing of and permission to deal in all the Conversion Shares which may fall to be allotted and issued upon the exercise of the Conversion Right; and

II. each of the Subscriber and the Company having obtained all necessary external, internal and corporate consents and approvals under all applicable laws and regulations, including but not limited to sufficient General Mandate for contemplated transactions.

COMPLETION OF THE SUBSCRIPTION

Completion of the issuance and subscription of the CB shall take place (unless otherwise agreed) on or before June 30, 2019 following satisfaction of the conditions set out above.

The Corporation and the Subscriber shall use their respective best endeavor to procure the fulfilment of the conditions set out above on or June 30, 2019. If the above conditions are not fulfilled by 5:00 p.m. on June 30, 2019 (or such other date as agreed between the Corporation and the Subscriber in writing), the Subscription Agreement shall forthwith cease and terminate and neither the Corporation nor the Subscriber shall have any claim against each other, save for any antecedent breach.

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CONVERSION PRICE

The initial Conversion Price of HK$0.07398 per Conversion Share represents:

• I. a discount of approximately 9.78% to the closing price of HK$0.0820 per Share as quoted on the Stock Exchange on June 14, 2019 (being the last trading day immediately prior to signing the Subscription Agreement); and

• II. a discount of approximately 10.00% to the average closing price of HK$0.0822 per Share as quoted on the Stock Exchange for the last five consecutive trading days up to and including June 13, 2019.

GENERAL MANDATE

The maximum number of Shares that can be issued under the General Mandate is 1,195,831,634 Shares. Up to the date of this announcement, the Board has allotted and issued 156,688,452 Shares under the General Mandate. The Conversion Shares will be allotted and issued pursuant to the General Mandate and the issue of the Conversion Shares is not subject to Shareholders’ approval. The General Mandate is sufficient for the allotment and issuance of the Conversion Shares.

REASONS FOR AND BENEFITS OF ISSUANCE OF THE CONVERTIBLE BONDS

The Board has considered various ways of raising funds to develop the businesses of the Group and considers that the Subscription represents a suitable opportunity to raise funds having considered the recent market conditions which represent an opportunity for the Corporation to enhance its working capital, strengthen its capital base and financial position and broaden the shareholders’ base.

The Directors (including the independent non-executive Directors) consider that the terms and conditions of the Subscription Agreement, which were arrived at after arm’s length negotiations between the Corporation and the Subscriber, are on normal commercial terms, fair and reasonable and are in the interests of the Corporation and the Shareholders as a whole.

USE OF PROCEEDS

The estimated net proceeds from the Subscription, after deduction of expenses and fees payable by the Corporation are expected to be HK$ 75,338,296.38. The Corporation intends to apply the proceeds from the issuance of the CB to financing its general working capital and capital expenditure for its West Ells project.

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CAPITAL RAISING ACTIVITIES OF THE CORPORATION DURING THE PAST 12 MONTHS

Date of		Fund raising	Fund raising	Fund raising	Approximate net	Intended use of the	Intended use of the	Actual use of the net	Actual use of the net
announcement		activity			proceeds raised	net proceeds		proceeds
June 15, 2018		Private		placement	HK$6,583,710	For settlement of		HK$6,583,710
		of		Common	(approximately	partial	trade	(approximately
		Shares		under	CDN$1,094,870.97(	payable		CDN$1,094,870.97(1))	–
		General		Mandate	1))			there is no actual cash	inflow
								into the Corporation as the
								issuance of shares was to
								offset the partial	trade
								payable that Sunshine	owes
								to its trade creditor
July 5, 2018		Private		placement	HK$10,917,500(ap	For	general	HK$10,917,500
		of	Convertible		proximately	working capital		(approximately
		Bonds		under	CDN$ 1,829,773			CDN$ 1,829,773(2)) –100%
		General		Mandate	(2))			as general working capital
July 16, 2018		Private		placement	HK$2,749,920	For settlement of		HK$2,749,920
		of		Common	(approximately	partial	trade	(approximately
		Shares		under	CDN$461,436.58	payable		CDN$461,436.58(3)) –	there
		General		Mandate	(3))			is no actual cash inflow into
								the Corporation as	the
								issuance of shares was to
								offset the partial	trade
								payable that Sunshine	owes
								to its trade creditor
September	20,	Private		placement	HK$1,886,997.60	For settlement of		HK$1,886,997.60
2018		of Shares General		Common under Mandate	(approximately CDN$311,354.60 (4))	partial payable	trade	(approximately CDN$311,354.60(4)) – there is no actual cash inflow into the Corporation as the
								issuance of shares was to
								offset the partial	trade
								payable that Sunshine	owes
								to its trade creditor
September	21,	Private		placement	HK$1,382,361.70	For settlement of		HK$1,382,361.70
2018		of		Common	(approximately	trade payable		(approximately
		Shares		under	CDN$227,398.50			CDN$227,398.50(5)) –	there
		General		Mandate	(5))			is no actual cash inflow into
								the Corporation as	the
								issuance of shares was to
								offset the trade payable that

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									Sunshine owes to its trade
									creditor
October 5,	2018	Private	placement	HK$10,945,000	(i)	for	general		HK$10,945,000
		of	Convertible	(approximately	working capital			of	(approximately
		Bonds	under	CDN$1,801,547(6))	the	Corporation;			CDN$1,801,547(6)) - for
		General Mandate			and				general working capital of
					(ii)	for	future		the Corporation
					development			of
					the		existing
					business
November	16,	Private	placement	HK$4,793,472	For	settlement		of	CDN$808,179.38(7)) – there
2018		of	Common	(approximately	trade payable				is no actual cash inflow into
		Shares	under	CDN$808,179.38					the Corporation as the
		General Mandate		(7))					issuance of shares was to
									offset the trade payable that
									Sunshine owes to its trade
									creditor
November	21,	Private	placement	HK$334,324	For	settlement		of	CDN$56,601.05(8)– there is
2018		of	Common	(approximately	trade payable				no actual cash inflow into the
		Shares	under	CDN$56,601.05					Corporation as the issuance
		General Mandate		(8))					of shares was to offset the
									trade payable that Sunshine
									owes to its trade creditor
November	29,	Private	placement	HK$144,072	For	settlement		of	CDN$24,492.24(9)– there is
2018		of	Common	(approximately	trade payable				no actual cash inflow into the
		Shares	under	CDN$24,492.24					Corporation as the issuance
		General Mandate		(9))					of shares was to offset the
									trade payable that Sunshine
									owes to its trade creditor
December	14,	Private	placement	HK$3,833,671	For	settlement		of	CDN$655,557.74(10)– there
2018		of	Common	(approximately	trade payable				is no actual cash inflow into
		Shares	under	CDN$655,557.74					the Corporation as the
		General Mandate		(10))					issuance of shares was to
									offset the trade payable that
									Sunshine owes to its trade
									creditor
December	28,	Private	placement	HK$778,648.5	For	settlement		of	CDN$135,640.57(11)– there
2018		of	Common	(approximately	partial		trade		is no actual cash inflow into
		Shares	under	CDN$135,640.57	payable				the Corporation as the
		General Mandate		(11))					issuance of shares was to
									offset the trade payable that

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Sunshine owes to its trade creditor

Notes

1. Based on the Bank of Canada's nominal noon exchange rate (as at June 14, 2018) of CDN$1.00 =HK$6.013

2. Based on the Bank of Canada's nominal noon exchange rate (as at July 4, 2018) of CDN$1.00 =HK$5.967

3. Based on the Bank of Canada's nominal noon exchange rate (as at July 13, 2018) of CDN$1.00 =HK$5.959

4. Based on the Bank of Canada's nominal noon exchange rate (as at September 19, 2018) of CDN$1.00 =HK$6.061

5. Based on the Bank of Canada's nominal noon exchange rate (as at September 20, 2018) of CDN$1.00 =HK$6.079

6. Based on the Bank of Canada's nominal noon exchange rate (as at October 4, 2018) of CDN$1.00 =HK$6.075

7. Based on the Bank of Canada's nominal noon exchange rate (as at November 15, 2018) of CDN$1.00 =HK$5.931

8. Based on the Bank of Canada's nominal noon exchange rate (as at November 20, 2018) of CDN$1.00 =HK$5.907

9. Based on the Bank of Canada's nominal noon exchange rate (as at November 28, 2018) of CDN$1.00 =HK$5.8824

10. Based on the Bank of Canada's nominal noon exchange rate (as at December 13, 2018) of CDN$1.00 =HK$5.8480

11. Based on the Bank of Canada's nominal noon exchange rate (as at December 27, 2018) of CDN$1.00 =HK$5.7410

Save as disclosed above, the Corporation has not conducted any funds raising activities in the past twelve months before the date of this announcement.

CHANGE IN SHAREHOLDING STRUCTURE

Assuming there is no change in the share capital of the Corporation from the date of this announcement up to Completion, the shareholding structure of the Corporation (a) as at the date of this announcement and (b) immediately after the allotment and issue of the Conversion Shares upon full conversion of the CB at the Conversion Price is as follows:

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As at the date of this announcement

Immediately after the allotment and issuance of the Conversion Shares upon full conversion of the CB at the

Conversion Price

Name of Shareholders	Number of Shares 1,698,077,000 - 4,437,769,624 6,135,846,624	Approx. % of Shares	Number of Shares 1,698,077,000 1,039,143,182 4,437,769,624 7,174,989,806	Approx. % of Shares
Kwok Ping Sun The Subscriber Other public Shareholders (excluding the Subscriber) Total		27.67% - 72.33% 100.00%		23.67% 14.48% 61.85%
				100.00%

As the Subscription is subject to the satisfaction of certain conditions precedent and as the Subscriber is entitled to rescind the Subscription Agreement under certain circumstances, the Subscription may or may not proceed, Shareholders and prospective investors of the Corporation are advised to exercise caution when dealing in the Shares.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

• “associate(s)” has the meaning ascribed to this term under the Listing Rules “Board” the board of Directors “Business Day” any day (not being a Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no. 8 or above or a “black” rainstorm warning signal is hoisted or remains hoisted in Hong Kong at any time between 9:00 a.m. and 12:00 noon and is not lowered or discontinued at or before 12:00 noon) on which licensed banks are generally open for business in Hong Kong throughout their normal business hours

• “Certificate” a certificate in form of the instrument to be issued in name of the holder of the CB

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• “CB” or “Notes”

• the fixed rate convertible bonds issued pursuant to the Subscription Agreement

• “Completion” completion of the issue of the Subscription pursuant to the terms of the Subscription Agreement

• “Completion Date”

• June 30, 2019 or such other date as agreed in writing by the Corporation, the Guarantor and the Subscriber, subject to the fulfilment of the conditions precedent in the Subscription Agreement

• “connected person(s)”

Has the meanings as ascribed thereto under the Listing Rules

• “Conversion Price”

• HK$0.07398 per Share, subject to adjustments from time to time under the terms and conditions of the Subscription Agreement

• “Conversion Rights” the rights attached to the CB to convert the whole or part thereof into Conversion Shares

• “Conversion A total of 1,039,143,182 new Share(s) to be allotted and Share(s)” issued by the Corporation upon the exercise of the Conversion Rights

• “Director(s)”

• the Directors of the Corporation

• “Event of Default”

• any event or circumstance specified as such in the Conditions Precedent

• “Existing Loans” All the short term loans and Chairman loans currently the Corporation owed

• “Existing Notes”

• the 10% senior secured existing notes issued by the Corporation in 2014 with an aggregate principal amount of USD 200 million and its amendments

• “General Mandate”

the general mandate granted to the Directors to allot and issue up to 20% of the aggregate nominal amount of the share capital of the Corporation in issue on June 25, 2018 (Hong Kong time), by a resolution of the Shareholders passed at the annual general meeting of the Corporation held on June 25, 2018 (Hong Kong time)

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“Group” the Corporation and its subsidiaries “Guarantee” the Guarantor to guarantee the repayment of the CB and other obligations under the subscription agreement in form and substance satisfactory to the Subscriber “Guarantor” or “Mr. Mr. Kwok Ping Sun, the Executive Chairman and substantial Sun” shareholder of the Corporation, who is directly or indirectly interested in 1,698,077,000 Shares, representing approximately 27.67% of the issued Shares of the Corporation as at the date of this announcement

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People Republic of China “independent third independent third parties who is/are not connected person(s) party(ies)” of the Corporation and is/are independent of and not connected with the Corporation and its Directors, Chief Executives, and substantial shareholders of the Corporation or any of its subsidiaries or their respective associates

• “Issuance” the issue of CB to the Subscriber under the Subscription Agreement

• “Issue Date the date on which completion of the issue of and the subscription for the CB occurs pursuant to the Subscription

• ” Agreement “Listing Committee” the listing sub-committee of the board of directors of the Stock Exchange

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Long Stop Date” June 30, 2019 or such other date as may be agreed in writing by the Corporation and the Subscriber

• “Material Adverse A material adverse effect on: (i) the business, operations, Effect” property, condition (financial or otherwise) or prospects of any Obligor; (ii) the ability of any Obligor to perform its obligations under the subscription agreement; or (iii) the validity or

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enforceability of the subscription agreement or the rights or remedies of the Subscriber under the subscription agreement

“Obligors” the Corporation, the Guarantor and the Group and “Obligor” means any one of them

“PRC”

The People’s Republic of China, but (solely for the purpose of the Subscription Agreement) excluding Hong Kong and Macau Special Administrative Regions and Taiwan Regions

“Share(s)” The Class “A” common voting share(s) in the issued share capital of the Corporation

• “Shareholder(s)”

holder(s) of Share(s)

• “Subscription the subscription agreements dated June 16, 2019 and Agreement” entered into between the Corporation and the Subscriber in relation to the issuance and subscription of the CB

• “Subscriber” LionRock Soleil L.P., a company incorporated under the laws of Cayman Islands

“Subscription” the subscription by the Subscriber for the CB on the terms and subject to the conditions under the Subscription Agreement

• “Subscription Price” USD 9,868,398.69 to be subscribed by Lionrock Soleil L.P.

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “substantial has the meaning ascribed to it in the Listing Rules shareholder”

• “%” per cent.

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, 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 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, 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.