Sunshine Oilsands Ltd. — Major Shareholding Notification 2014

Oct 9, 2014

For Main Board and GEM listed issuers

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Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 30/09/2014

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 09/10/2014

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 :2012Description :Class“A” No. of ordinarysharesBalance at close of preceding month3,891,621,042Increase/(decrease)2,098,895Balance at close of the month3,893,719,937		Class“A”	Common SharesPar value(Statecurrency)Authorised sharecapital(State currency)No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ UnlimitedCAD$
			Par value(Statecurrency)No parvalueCAD$ No parvalueCAD$ No parvalueCAD$
(2) Stock code :N/ADescription :N/ANo. of ordinarysharesBalance at close of preceding monthN/A Increase/(decrease)N/A Balance at close of the monthN/A		N/A		Authorised sharecapital(State currency)N/AN/AN/A
			Par value(Statecurrency)N/A N/A N/A

For Main Board and GEM listed issuers

1. Preference Shares

2.PreferenceShares	2.PreferenceShares
Stock code :N/ADescription :Class “G”No. of preferencesharesBalance at close of preceding month0Increase/(decrease)0Balance at close of the month0		Class “G”	Preferred SharesPar value(Statecurrency)Authorised sharecapital(State currency)No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ N/ANo parvalueCAD$ UnlimitedCAD$ PreferredSharesPar value(Statecurrency)Authorised sharecapital(State currency)No parvalueCAD$ UnlimitedCAD$ No parvalueCAD$ N/ANo parvalueCAD$ UnlimitedCAD$
			Par value(Statecurrency)No parvalueCAD$ No parvalueCAD$ No parvalueCAD$
Stock code :N/ADescription :Class “H”No. of preferencesharesBalance at close of preceding month0Increase/(decrease)0Balance at close of the month0		Class “H”
			Par value(Statecurrency)No parvalueCAD$ No parvalueCAD$ No parvalueCAD$
				N/A
				UnlimitedCAD$

3. Other Classes of Shares
Stock code :N/ADescription :N/ANo. of otherclasses of sharesBalance at close of preceding monthN/A Increase/(decrease)N/A Balance at close of the monthN/A	N/A		Authorised sharecapital(State currency)N/AN/AN/A
		Par value(Statecurrency)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 ofpreceding monthIncrease/ (decrease)during the monthBalance at close of themonth	No. of ordinary shares(1) – Class “A”common shares(2)	No. of ordinary shares(1) – Class “A”common shares(2)	No. of preferredsharesClass “G” and“H” preferredsharesNo. of other classesof shares	No. of preferredsharesClass “G” and“H” preferredsharesNo. of other classesof shares
	3,891,621,0422,098,8953,893,719,937	N/A N/A N/A	0 0 0	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 No. of new No. of new shares of issuer share option shares of issuer which may be issued scheme issued during the pursuant thereto as at close including month pursuant of the month EGM approval thereto date Movement during the month (dd/mm/yyyy) and class of Cancelled/ shares issuable Granted Exercised Forfeited Lapsed/Expired 1.Pre-IPO Share Option Scheme

(09/09/2010) Class “A” common 0 0 0 37,691,746 0[35,133,940 (Remarks: See ] Note A) shares (Note 1) 2. Post-IPO Share Option Scheme (26/01/2012) Class “A” common 53,910,982 0 1,562,201 12,361,112 0[93,041,800 ] (Remarks: See Note B) shares (Note 1) 3. 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
( //) sharesN/A N/A N/A N/A N/A N/A (Note 1) Total A. (Ordinary shares)N/A (Preferred shares)N/A (Other class)N/A Total funds raised during the month fromexercise of options (State currency)N/A
		N/A N/A
	Total A. (Ordinary shares)(Preferred shares)(Other class)N/A	N/A N/A N/A

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

Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Nominalvalue at closeof the month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new sharesof issuer which maybe issued pursuantthereto as at close ofthe month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new sharesof issuer which maybe issued pursuantthereto as at close ofthe month
1. Warrants(09/12/2015 to28/02/2016 )Stock code (iflisted)Class of sharesissuable_(Note D)Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)2. N/A( / / )Stock code (iflisted)Class of sharesissuable(Note 1)Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)3. N/A( / / )Stock code (iflisted)Class of sharesissuable(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)4. N/A		HKDN/A	N/A	0 N/A N/A	N/A N/A N/A	0 N/A N/A	211,230,941
							N/A
	Class “A” Common Shares
		HKD 1.88
		(/ /	)N/A
		N/AN/A	N/A
							N/A
		N/A
		N/A
		(/ /	)N/A
		N/AN/A	N/A
		N/A
		N/A
		(/ /	)N/A

For Main Board and GEM listed issuers

Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Description of warrants(Date of expiry- dd/mm/yyyy)Currencyof nominalvalueNominal valueat close ofprecedingmonthExercisedduring themonth	Nominalvalue at closeof the month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new sharesof issuer which maybe issued pursuantthereto as at close ofthe month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new sharesof issuer which maybe issued pursuantthereto as at close ofthe month
( / / )Stock code (iflisted)		N/AN/A	N/A	N/A			N/A
Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)		N/A
		N/A
		(/ /	)N/A

Convertibles (i.e. Convertible into Shares of the Issuer which are to be Listed)

Class and description	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Converted/Forfeitedduring themonth	Amount atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month
1. Class “G” preferredsharesStock code (iflisted)Class of sharesissuable_(Note 1)Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy))2. Class “H” preferredsharesStock code (iflisted)Class of sharesissuable(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)		N/A N/A	0	0	0	0 0	0
				0	0		0
		N/A
		N/A
	(
		N/A N/A
		N/A
		N/A
	(

For Main Board and GEM listed issuers

Class and description	Class and description	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Currencyof amountoutstandingAmount atclose ofprecedingmonth	Converted/Forfeitedduring themonth	Amount atclose of themonth	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month	No. of newshares ofissuerissuedduring themonthpursuanttheretoNo. of new shares ofissuer which may beissued pursuantthereto as at close ofthe month
	3. N/A
			N/A N/A	N/A	N/A	N/A		N/A
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)4. N/A				N/A	N/A		N/A
			N/A
			N/A
		(
			N/A N/A
	Stock code (iflisted)Class of sharesissuable_(Note 1)_Subscription priceEGM approvaldate(if applicable)(dd/mm/yyyy)
			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)

Options (otherthanunderShare OptionSchemes)	Options (otherthanunderShare OptionSchemes)
Full particulars including EGM approval date (dd/mm/yyyy),if applicable, and class of shares issuable:		No. of new sharesof issuer issuedduring the monthpursuant theretoNo. of new shares of issuerwhich may be issuedpursuant thereto as at close ofthe month
1.2.3.	Employee Share Savings Plan	482,8231,616,072N/A	N/A
	(07 /05 /2013 )
	shares_(Note C)_
	Director Share Compensation Arrangement		N/A
	(25 /06 /2014)
	shares_(Note E)_
	N/A		N/A
	( / / )
	shares_(Note 1)_

			For Main Board and GEM listed issuers2,098,895N/AN/A	For Main Board and GEM listed issuers2,098,895N/AN/A	For Main Board and GEM listed issuers2,098,895N/AN/A
	Total D. (Ordinary shares)		2,098,895N/AN/A
	(Preferred shares)
	(Other class)
Other Movements in Issued Share Capital
Type of Issue			No. of newshares ofissuer issuedduring themonthpursuantthereto		No. of new sharesof issuer whichmay be issuedpursuant thereto asat close of themonth
1. Rights issueAtprice :StatecurrencyClassofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )				N/A	N/A
2. Open offerAtprice :StatecurrencyClassofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )				N/A	N/A
3. PlacingAtprice :StatecurrencyHKDClassofsharesissuableIssue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)Class“A”CommonShares________( / / )( / / )				N/A	N/A
4. Bonus issueClassofsharesissuable_(Note 1)_________				N/A	N/A

For Main Board and GEM listed issuers

Type of Issue		No. of newshares ofissuer issuedduring themonthpursuantthereto	No. of newshares ofissuer issuedduring themonthpursuantthereto	No. of new sharesof issuer whichmay be issuedpursuant thereto asat close of themonth
		Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)( / / )( / / )
5. Scrip dividendAtprice :Statecurrency		Classofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )	N/A	N/A
6. Repurchase ofshares		Class of sharesClass “A” commonrepurchased_(Note_D)Cancellation dates :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)	N/A	N/A
7. Redemption ofshares		Classofsharesredeemed_(Note 1)_Redemption date :(dd/mm/yyyy)EGM approvaldate:(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	For Main Board and GEM listed issuers
Type of Issue	No. of newshares ofissuer issuedduring themonthpursuantthereto				No. of new sharesof issuer whichmay be issuedpursuant thereto asat close of themonth
8. ConsiderationissueAtprice :StatecurrencyClassofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )			N/A		N/A
9. Capitalreorganisation	Classofsharesissuable_(Note 1)_Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )		N/A		N/A
10. Other(Pleasespecify)Atprice :StatecurrencyClassofsharesissuable_(Note 1)Issue and allotmentdate :(dd/mm/yyyy)EGM approvaldate:(dd/mm/yyyy)________( / / )( / / )			N/A		N/A
Total E. (Ordinary shares)N/A(Preferred shares)N/A(Other class)N/A
		N/A
		N/A
Total increase / (decrease) in ordinary shares during the month (i.e. Total of A to E):(1)2,098,895(2)N/ATotal increase / (decrease) in preferred shares during the month (i.e. Total of A to E):0Total 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”).)					2,098,895
					N/A
					0
					N/A

For Main Board and GEM listed issuers

Remarks (if any):

Note A: As at 1 September 2014, our Pre-IPO Share Option Scheme had 72,825,686 stock options outstanding. During the month of September 2014, Nil stock options were exercised, Nil stock options were forfeited and 37,691,746 expired. As at 30 September 2014, our Pre-IPO Share Option Scheme had 35,133,940 stock options outstanding, of which 35,133,940 stock options were vested (Nil stock options vested in the month of September 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note B: As at 1 September 2014, our Post-IPO Share Option Scheme had 53,054,131 stock options outstanding. During the month of September 2014, 53,910,982 stock options were granted, 1,562,201 stock options were forfeited and 12,361,112 expired. As at 30 September 2014, our Post-IPO Share Option Scheme had 93,041,800 stock options outstanding, of which 43,275,599 stock options were vested (18,118,134 stock options were vested in the month of September 2014) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note C: The purpose of the Employee Share Savings Plan (the “Plan”) approved at the Company’s Annual General Meeting on 7 May 2013, is to provide an opportunity for employees of the Company to purchase Class “A” Common Shares (“Shares”) from the Company’s treasury at the Market Price (as defined by the Plan) through voluntary automatic payroll deductions, thereby attracting, retaining, encouraging and rewarding employees to use their combined best efforts on behalf of the Company and to ensure that employees have a share in the increased profitability and value of the Company. The Company will support the acquisition of Shares by employees pursuant to the Plan through matching employee contributions to the Plan within certain limits defined by the Plan. Contributions by employees and the Company will be made for the purchase of Shares on a regular basis. On 30 September 2014, 482,823 new Shares were issued pursuant to the Plan.

Note D: Each whole warrant entitles the subscriber to acquire one Class “A” Common Share at an exercise price of HKD 1.88 per Class “A” Common Share, for a period of 24 months following the closing date of the Unit offering which included one Class “A” Common Share and one third of one warrant per Unit. As at 1 September 2014, the Company had 211,230,941 warrants outstanding. During the month of September 2014, there were Nil warrants issued. At 30 September 2014 there were 211,230,941 warrants outstanding.

Note E: The Director Share Compensation Arrangement (the “Arrangement”) was approved at the Company’s Annual General Meeting on 25 June 2014. The Arrangement allowed directors to receive 50% their Base Retainer Fees in shares as share compensation going forward from October 1, 2013. It also allowed that the Co-Chairmen also receive 50% of their Base Co-Chairmen fees in shares as share compensation going forward from April 1, 2014. On 15 September 2014, 1,616,072 new shares were issued pursuant to the Arrangement which covered the period from the dates approved above to June 30, 2014.

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.