Sunshine Oilsands Ltd. — Capital/Financing Update 2020

Feb 26, 2020

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)

ADJUSTMENTS IN RELATION TO THE SHARE OPTIONS AND CONVERTIBLE BONDS

References are made to the circular (the “ Circular ”) and the announcement of Sunshine Oilsands Ltd. (“ Sunshine ” or the “ Corporation ”) dated January 5, 2020 and January 22, 2020 respectively, in relation to, among others, the Share Consolidation and Change in Board Lot Size. Capitalised terms used herein shall have the same meanings as defined in the Circular unless the context requires otherwise.

(a) Adjustments to the outstanding Options

As a result of the Share Consolidation of the Corporation effective on February 26, 2020, adjustments were made to the exercise prices and the number of Consolidated Shares falling to be allotted and issued upon exercise of the outstanding Options in accordance with the terms and conditions of the Scheme, Rule 17.03 (13) of the Listing Rules and the supplementary guidance dated 5 September 2005 issued by the Stock Exchange. The adjustments to the exercise prices and the number of Consolidated Shares falling to be issued upon exercise of the outstanding Options are as follows effective from February 26, 2020, being the date on which the Share Consolidation became effective:

*For identification purposes only

Before the adjustment

After the adjustment

Before the adjustmentAfter the adjustment	Before the adjustmentAfter the adjustment	Before the adjustmentAfter the adjustment
Date of grantNumber of ExistingShares to be issuedupon full exercise ofOptionsExercise pricePer ExistingShare (HK$)Adjusted numberof ConsolidatedShares to be issuedupon full exerciseof the OptionsAdjusted exerciseprice perConsolidated Share(HK$)September 9, 201910,000,0000.073200,0003.65July 5, 2018315,000,0000.2366,300,00011.80June 29, 2017536,1750.26110,72313.05April 3, 20174,124,3540.3182,48715.50December 4, 20165,000,0000.41100,00020.50September 23, 2016114,828,0000.5922,296,56029.60August 17, 20166,679,7920.35133,59517.50May 20, 2016419,4540.388,38919.00
Total	456,587,775	9,131,754

(b) Adjustment to the outstanding Convertible Bonds

As a result of the Share Consolidation and in accordance with the terms and conditions of the outstanding Convertible Bonds, the conversion price of the outstanding Convertible Bonds was adjusted from HK$0.0822 per Existing Share to HK$4.09 per Consolidated Share and based on the exchange rate as at February 25, 2020, the maximum number of Consolidated Shares issuable by the Corporation upon full conversion of the Convertible Bonds is 19,979,685 Consolidated Shares with effect from February 26, 2020, being the date on which the Share Consolidation became effective.

Save for the above adjustments, all other terms and conditions of the Convertible Bonds shall remain unchanged.

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

Hong Kong, February 26, 2020 Calgary, February 26, 2020

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 non-executive directors; and Mr. Yi He, Mr. Alfa Li and Mr. Guangzhong Xing as independent nonexecutive directors.