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Sunshine Oilsands Ltd. Major Shareholding Notification 2012

Nov 6, 2012

50340_rns_2012-11-06_b6f4754d-d38a-4a3f-8634-db20de08e6e4.pdf

Major Shareholding Notification

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For Main Board and GEM listed issuers

==> picture [139 x 67] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/10/2012

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 06/11/2012

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 :
2012
Description :
Class“A”
No. of ordinary
shares
Balance at close of preceding month
2,861,562,661
Increase/(decrease)
(44,796,500)
Balance at close of the month
2,816,766,161
Class“A” CommonShares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ CAD$ No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
(2) Stock code :
N/A
Description :
N/A
No. of ordinary
shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
N/A

N/A

N/A

For Main Board and GEM listed issuers

2. Preference Shares

2.PreferenceShares 2.PreferenceShares For Main Board and GEM For Main Board and GEM
Stock code :
N/A
Description :
Class “G”
No. of preference
shares
Balance at close of preceding month
61,340,000
Increase/(decrease)
(600,000)
Balance at close of the month
60,740,000
Class “G” PreferredShares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$ Preferred Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ N/A
No par
value
CAD$ Unlimited
CAD$
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
Stock code :
N/A
Description :
Class “H”
No. of preference
shares
Balance at close of preceding month
22,200,000
Increase/(decrease)
0
Balance at close of the month
22,200,000
Class “H”
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
N/A
Unlimited
CAD$
3. OtherClasses ofShares
Stock code :
N/A
Description :
N/A
No. of other
classes of shares
Balance at close of preceding month
N/A

Increase/(decrease)
N/A

Balance at close of the month
N/A
N/A Authorised share
capital
(State currency)
N/A
N/A
N/A
Par value
(State
currency)
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 of
preceding month
Increase/ (decrease)
during the month
Balance at close of the
month
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No. of ordinary shares
(1) – Class “A”
common shares
(2)
No of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
No of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
of shares
2,861,562,661
(44,796,500)
2,816,766,161

N/A
N/A

N/A

83,540,000

(600,000)

82,940,000

N/A
N/A

N/A

III. Details of Movements in Issued Share Capital

Share Options (under Share Option Schemes of the Issuer)

Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable
Particulars of share
option scheme
including EGM
approval date
(dd/mm/yyyy) and
class of shares
issuable

Movement duringthe month Movement duringthe month Movement duringthe month No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
Granted Exercised Cancelled/
Forfeited
Lapsed




1.Pre-IPO
Share Option
Scheme




0

0

N/A
8,650,000

0

N/A
467,139

593,917

N/A
0
0
0
N/A
142,029,653
(Remarks: See Note
A)
(09/09/2010)
Class “A”
common shares
(Note 1)
2. Post-IPO
Share Option
Scheme
0
32,045,513
(Remarks: See Note
B)
(26/01/2012)
Class “A”
common shares
(Note 1)
3. N/A
N/A
N/A
(/ /)
shares

For Main Board and GEM listed issuers

(Note 1) Total A. (Ordinary shares) 8,650,000 (Preferred shares) N/A (Other class) N/A Total funds raised during the month from exercise of options (State currency) CDN$1,354,375

Warrants to Issue Shares of the Issuer which are to be Listed

Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Description of warrants
(Date of expiry- dd/mm/yyyy)
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Currency of
nominal
value
Nominal value at
close of
precedingmonth
Exercised
during the
month
Nominal value
at close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month

No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month



1. N/A N/A
N/A
N/A
N/A

N/A

N/A

N/A
N/A

N/A

N/A

N/A


N/A



N/A



N/A



N/A


N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
2. N/A


N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A


N/A
N/A
N/A
(/ / )N/A
N/A
N/A
N/A
( / / )
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A


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

Class and description Class and description Class and description Currency of
amount
outstanding
Amount at close
of preceding
month

Converted
during the
month
Amount at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
1. Class “G” preferred shares
(Note C)
N/A
61,340,000

Stock code (if listed)
N/A
Class of shares
issuable_(Note 1)
Class “A” common
shares
Subscription price
$0.0005 per Class “G”
preferred share
EGM approval date
(if applicable)
(dd/mm/yyyy))
(/ /)N/A
2. Class “H” preferred shares
(Note C)
N/A
22,200,000

Stock code (if listed)
N/A
Class of shares
issuable
(Note 1)
Class “A” common
share
Subscription price
$0.0005 per Class “H”
preferred share
EGM approval date
(if applicable)
(dd/mm/yyyy)
(/ /)N/A
3. N/A
N/A
N/A

Stock code (if listed)
N/A
Class of shares
issuable
(Note 1)_
N/A
N/A

N/A
61,340,000
(600,000)
60,740,000


0



0




N/A


27,940,400
0
22,200,000


10,212,000
Class “A” comm
shares
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
3. N/A
N/A
N/A



N/A
(
N/A

N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
N/A

For Main Board and GEM listed issuers

Class and description Currency of
amount
outstanding
Amount at close
of preceding
month

Converted
during the
month
Amount at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
No. of new
shares of
issuer issued
during the
month
pursuant
thereto
No. of new
shares of
issuer which
may be issued
pursuant
thereto as at
close of the
month
Subscription price
EGM approval date
(if applicable)
(dd/mm/yyyy)
4. N/A
Stock code (if listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval date
(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



N/A
(
N/A

N/A
(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)


than under Share Option Schemes)

than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
ifapplicable, and class ofsharesissuable:
No. of new shares of
issuer issued during
the month pursuant
thereto
No. of new shares of
issuer which may be
issued pursuant thereto
as at close of the month
1.
2.
3.
N/A N/A
N/A
N/A
N/A
N/A
N/A
N/A
( / / )
shares_(Note 1)_
N/A N/A
( / / )
shares_(Note 1)_
N/A N/A
( / / )
shares_(Note 1)_
Total D. (Ordinary shares)
(Preferred shares)
(Other class)

Other Movements in Issued Share Capital

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 new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
1. Rights issue
At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A
N/A
2. Open offer
At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A
N/A
3. Placing
At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A
N/A
4. Bonus issue Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(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
Type of Issue No. of new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
5. Scrip dividend
At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A
N/A
6. Repurchase of
shares
(Note D)
Class of shares
Class
“A”
common
repurchased_(Note D)_
Cancellation dates :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
(05/10/2012)
(11/10/2012)
(17/10/2012)
(27/04/2012)
(53,722,500) N/A
7. Redemption of
shares
Class
of
shares
redeemed_(Note 1)
Redemption date :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
_

( / / )
( / / )
N/A
N/A
8. Consideration issue At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(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 new
shares of issuer
issued during the
month pursuant
thereto
No. of new
shares of
issuer which
may be
issued
pursuant
thereto as at
close of the
month
9. Capital
reorganisation
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
__
( / / )
( / / )
N/A
N/A
10. Other
(Please specify)
At price :State
currency
Class of shares issuable
(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
___
( / / )
( / / )
N/A
N/A
Total E. (Ordinary shares) (53,722,500)
(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)
(44,796,500)
(2)
N/A
Total increase / (decrease) in preferred shares during the month (i.e. Total of A to E):
(600,000)
Total 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”).)
(44,796,500)
N/A
(600,000)
N/A

For Main Board and GEM listed issuers

Remarks (if any):

Note A: As at 1 October 2012, our Pre-IPO Share Option Scheme had 151,146,792 stock options outstanding. During the month of October 2012, 8,650,000 stock options were exercised and 467,139 stock options were forfeited. As at 31 October 2012, our Pre-IPO Share Option Scheme had 142,029,653 stock options outstanding, of which 131,598,236 stock options were vested (1,637,133 stock options vested in the month of October 2012) and available for exercise into Class “A” common shares on a 1 for 1 basis. Note B: As at 1 October 2012, our Post-IPO Share Option Scheme had 32,639,430 stock options outstanding. During the month of October 2012, Nil stock options were granted and 593,917 stock options were forfeited. As at 31 October 2012, our Post-IPO Share Option Scheme had 32,045,513 stock options outstanding, of which 10,681,838 stock options were vested (Nil stock options vested in the month of October 2012) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note C: According to the conversion schedule disclosed in the audited financial statements for the year ended 31 December 2011 (note 12), the total Class “G” and Class “H” preferred shares were available at a conversion rate of 46% based on the vesting terms. During the month of October 2012, 600,000 vested Class “G” preferred shares were converted into 276,000 Class “A” common shares at the conversion rate of 46%. The ending balance of Class “G” and Class “H” preferred shares outstanding as at 31 October 2012 was 60,740,000 and 22,200,000, respectively, which if converted, would result in the issuance of a total of 38,152,400 Class “A” common shares (27,940,400 if converted from Class “G” preferred shares and 10,212,000 if converted from Class “H” preferred shares).

Note D: Sunshine Oilsands Ltd. repurchased 18,150,000 Class “A” common shares from 3 October, 2012, to 10 October, 2012. Of the total repurchased, 7,100,000 Class “A” common shares were cancelled with The Stock Exchange of Hong Kong Limited on 11 October, 2012, and an additional 11,050,000 Class “A” common shares were cancelled on 17 October 2012. The remaining 35,572,500 Class “A” common shares repurchased in September 2012 were cancelled on 5 October 2012. Therefore, the total number of Class “A” common shares cancelled in the month of October 2012 was 53,722,500.

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.