Sunshine Oilsands Ltd. — Proxy Solicitation & Information Statement 2026

Mar 5, 2026

Sunshine Oilsands Ltd.
(the "Company")
(a company incorporated in Canada with limited liability)
Share Award Scheme
SUMMARY OF THE KEY TERMS OF THE SCHEME

1. Purpose of the Scheme

The purpose of the Share Award Scheme is to provide incentives and retain Eligible Participants by providing them with an opportunity to obtain an ownership interest in the Company, thereby aligning their interests with those of the Shareholders and contributing to the long-term development of the Group.

1. Eligible Participants and the basis of determining the eligibility of participants

(a) Eligible Participants include:

a. Employee Participant, being a director or any employee (whether full time or part time) of the Company or any of its subsidiaries (including persons who are granted Awards under any Share Award Schemes or any other shares scheme of the Company as an inducement to enter into employment contracts with the Company and/or its subsidiaries);

b. Related Entity Participant, a director and/or any employee (whether full time or part time or other employment relationship) of the Company, fellow subsidiaries or associated companies of the Company;

c. Service Provider Participant, who falls under the following category or categories or who may meet with the eligibility criteria below ("Service Provider(s)"):

(aa) logistics service provider who/which provide logistics services for the businesses conducted by the Group from time to time. Such services provider shall work the number of hours that are the pro-rata equivalent of 20% or more of a comparable full-time position and in the opinion of the Directors, the continuity and frequency of their services are akin to employees of the Group;

(bb) engineering or technical provider for specific projects: independent contractors/advisors who/which provide repair and maintenance services, drilling and engineering services, construction and installation services, environment monitoring services directly related to the business of the Group.

(b) Eligibility of the Eligible Participants to an Award shall be determined by the Board or the Committee in its absolute discretion from time to time on the basis of the Board's or the Committee's opinion as to matters including but not limited to his contribution and/or future contribution to the development and growth of the Group. Generally:

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(i) in assessing the eligibility of Employee Participant, the Board or the Committee will consider all relevant factors as appropriate, including, without limitation, the individual’s (aa) performance, time commitment, responsibilities or employment conditions and the prevailing market practice and industry standard; (bb) length of employment or engagement with the Group; and (cc) contribution or potential contribution to the development and growth of the Group;

(ii) in assessing the eligibility of Related Entity Participant, the Board will consider all relevant factors as appropriate, including, without limitation, (aa) the degree of his involvement in and/or cooperation with the Group; (bb) the length of collaborative relationship established with the Group; (cc) the amount of support, assistance, guidance, advice, efforts and contributions he has given or is likely to give towards the success of the Group; and (dd) his participation and contribution to the development of the Group and/or the extent of benefits and synergies brought to the Group;

(iii) in assessing the eligibility of Service Provider, the Board will consider all relevant factors as appropriate, including, among others (aa) the actual degree of involvement in and/or cooperation with the Group and length of collaborative relationship the Service Provider has established or will establish with the Group; (bb) the individual performance of the Service Provider; (cc) the materiality and nature of the business relationship with the Group (such as whether they relate to the core business of the Group and whether such business dealings could be readily replaced by third parties); (dd) the track record in the quality of services provided to the Group; (ee) the scale of business dealings with the Group with regard to factors such as the actual or expected change in the Group’s revenue or profits which is or may be attributable to the Service Provider; and (ff) the amount of support, assistance, guidance, advice, efforts and contributions the Service Provider gave or is likely to give or make towards the success of the Group in the future; and

(iv) in assessing whether the Service Provider provides services to the Group on a continuing and recurring basis, the Board shall take into consideration the length and the type of services provided and the recurrences and regularity of such services and the objectives in engaging such Service Provider. In assessing whether the Service Provider provides services to the Group in the Company’s ordinary and usual course of business, the Board shall take into consideration the nature of the services provided to the Group by such Service Provider, and whether such services form part of or are directly ancillary to the businesses conducted by the Group.

3. Scheme Administration

The Share Award Scheme shall be administered by the Scheme Administrator, being either the Board and/or any committee of the Board or other person to whom the Board has delegated its authority to administer the Share Award Scheme.

4. Maximum Scheme Limit

The total number of Shares which may be issued in respect of all Awards to be granted under the Share Award Scheme and any other share schemes (the “Scheme Mandate Limit”) shall not exceed 10% of the issued share capital of the Company (excluding treasury shares) as at the date of the approval of this Scheme by the Shareholders (the “Adoption Date”).

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Within the Scheme Mandate Limit, the total number of Shares which may be issued in respect of all Awards to be granted to the Service Provider Participants under this Scheme (the "Service Provider Sublimit") shall not exceed 40% of the Scheme Mandate Limit. The Service Provider Sublimit is subject to separate approval by the Shareholders at general meeting.

Subject to compliance with the relevant requirements as set out in the Listing Rules, the Company may seek separate approval by the Shareholders in general meeting for granting awards beyond the Scheme Mandate Limit provided that, the Awards in excess of the Scheme Mandate Limit are granted only to Eligible Participants specifically identified by the Company before such approval is sought.

5. Refreshment of the Scheme Mandate Limit and Service Provider Sublimit:

(a) The Company may seek the approval of the Shareholders in general meeting for "refreshing" the Scheme Mandate Limit or the Service Provider Sublimit under the Share Award Scheme after three years from the Adoption Date or the last refreshment.

(b) Any refreshment within any three-year period must be approved by the Shareholders subject to the following provisions:

(i) any controlling shareholders of the Company and their respective associates (or, if there is no such controlling shareholder, Directors (excluding independent non-executive Directors) and the chief executive of the Company and their respective associates) must abstain from voting in favour of the relevant resolution at the general meeting; and

(ii) the Company must comply with the relevant requirements of the Listing Rules.

The requirements under sub-paragraphs (i) and (ii) above do not apply if the refreshment is made immediately after an issue of securities by the Company to the Shareholders on a pro rata basis as set out in Rule 13.36(2)(a) of the Listing Rules such that the unused part of the scheme mandate (as a percentage of the total number of Shares in issue) upon refreshment is the same as the unused part of the scheme mandate immediately before the issue of securities, rounded to the nearest whole Share.

(c) The total number of Shares which may be issued in respect of all awards to be granted under the Share Award Scheme and all other share schemes of the Company under the Scheme Mandate Limit as refreshed shall not exceed 10% of the total number of Shares in issue as at the date of the aforesaid approval to refresh the Scheme Mandate Limit by the Shareholders in general meeting.

6. Individual Limit

(a) Where any grant of Awards to a Grantee would result in the new Shares issued and to be issued in respect of all options and/or awards granted to such person (excluding any options or awards lapsed in accordance with the terms of the respective Scheme) in the 12-month period up to and including the date of such grant

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representing in aggregate over 1% of the Shares in issue (excluding treasury shares) (the “1% individual limit”), such grant must be separately approved by the Shareholders in general meeting with such Grantee and his close associates (or associates if the Grantee is a connected person) abstaining from voting. The Company must send a circular to the Shareholders containing such relevant information as required by the Listing Rules in relation to any such proposed grant to such Grantee. The number and terms of the Awards to be granted to such Grantee must be fixed before Shareholders’ approval.

(b) Awards to Director, Chief Executive and Substantial Shareholder

(i) Any grant of Awards to a Director or chief executive or substantial shareholder of the Company, or any of their respective associates under the Share Award Scheme must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the grantee of the Awards).

(ii) Where any grant of Awards to a Director (other than an independent non-executive Director) or chief executive of the Company, or any of their respective associates would result in the new Shares issued and to be issued in respect of all Awards granted (excluding any Awards lapsed in accordance with the terms of respective schemes) to such person in the 12-month period up to and including the date of such grant, representing in aggregate over 0.1% of the Shares in issue, such further grant of Awards must be approved by the Shareholders in general meeting in the manner mentioned below.

(iii) Where any grant of Awards to an independent non-executive Director or a substantial shareholder of the Company, or any of their respective associates, would result in the new Shares issued and to be issued in respect of all options and awards granted (excluding any options and Awards lapsed in accordance with the terms of the respective schemes, as the case may be) to such person in the 12-month period up to and including the date of such grant representing in aggregate over 0.1% of the Shares in issue, such further grant of Awards must be approved by the Shareholders at the general meeting of the Company in the manner mentioned below.

In connection with the aforesaid approvals by the Shareholders, the Company must send a circular to the Shareholders. The Grantee, his/her associates and all core connected persons of the Company must abstain from voting in favour at such general meeting. The Company must comply with the applicable requirements of the Listing Rules.

1. Life of the Share Award Scheme

The Scheme shall be valid for a term of 10 years from the date of adoption of this Scheme.

1. Vesting Period

The vesting period of Shares granted under the Scheme shall not be less than 12 months from the date of grant, unless otherwise permitted under the Listing Rules and this scheme. Awards granted to employee participants may be subject to a shorter vesting period under the following specific circumstances:-

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a) grants of “make whole” Awards to new Employee Participants to replace share awards or options such Employee Participants forfeited when leaving their previous employers;

b) grants to an Employee Participant whose employment is terminated due to death or disability or event of force majeure;

c) grants of Awards with performance-based vesting conditions in lieu of time-based vesting criteria;

d) grants of Awards the timing of which is determined by administrative or compliance requirements not connected with the performance of the relevant Employee Participant, in which case the Vesting Date may be adjusted to take account of the time from which the Award would have been granted if not for such administrative or compliance requirements;

e) grants of Awards with a mixed or accelerated vesting schedule such that the Awards vest evenly over a period of 12 months; or

f) grants of Awards with a total vesting and holding period of more than 12 months.

9. Performance Targets

(a) After the Board or the Committee has decided to select an Eligible Participant to be offered with the grant of an Award under the Share Award Scheme, the Board or the Committee shall notify the Selected Participant of such offer by a written notice (the “Grant Notice”) and the Board or the Committee shall specify in the Grant Notice, among other things, the conditions including performance targets, if any, which may include without limitation (i) financial parameters of the Group (such as the revenue, profits and general financial condition of the Group); (ii) non-financial parameters of the Group (such as the Group’s strategic objectives, operational targets and future development plan); (iii) the key performance indicators of the Selected Participant’s departments and/or business units, and the Selected Participant’s position key performance indicators relevant to his roles and responsibilities and/or its annual appraisal results (in respect of Employee Participants); and/or (iv) the Selected Participant’s contribution to the Group’s financial and operating results (such as period of engagement, increase in revenue or profits, reduction in costs, product/service advancement) (in respect of Related Entity Participants and Service Provider Participants), that must be duly fulfilled before the Award may be vested in such Selected Participant in respect of all or a proportion of the Award Shares.

(b) During the Vesting Period, in respect of any performance targets as may be specified by the Board or the Committee in the Grant Notice that must be fulfilled before the Award may be vested in the relevant Grantee in respect of the relevant Award Shares, the Board or the Committee will conduct assessment at the end of such performance period as prescribed by the Board or the Committee, including the comparison of the performance of the Group and/or the individual performance of the Grantee with the pre-agreed targets, in order to determine whether the targets have been fulfilled and the extent to which such targets have been fulfilled. If the Board or the Committee determines in its absolute discretion that any condition(s) and/or performance target(s) to be duly fulfilled by the Grantee as specified in the related Grant Notice has not been duly fulfilled, the Board or the Committee shall determine in its absolute discretion whether such Award shall vest and the period within which such Award shall vest, subject to the requirements of the Listing Rules.

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1. Payment on Acceptance of the Award and Purchase Price of Shares Awarded

The Scheme Administrator shall specify in the Grant Notice the amount, if any, payable by the relevant Selected Participant on acceptance of the Award and, if applicable, the period within which any such payments must or may be made or loans for such purposes must be repaid. Unless otherwise determined by the Scheme Administrator in its absolute discretion at the relevant time for each individual Award, a Selected Participant is not required to pay any grant or purchase price

or make any other payment to the Company for accepting an offer of the Award granted pursuant to the Grant Notice, nor is the Selected Participant required to pay any subscription or purchase price for the vesting of the Awards or the receipt of the Award Shares.

1. Rights attached to Awards and the Award Shares

(a) Unless otherwise approved and authorised by the Scheme Administrator, the Grantee shall not exercise any of the voting rights in respect of any Award Shares and shall not have any right whatsoever in any dividends and other distributions declared and made in respect of any Award Shares or otherwise ("Other Distributions") unless and until the relevant Award Shares have been allotted and issued or transferred (as the case may be) to the Grantee in accordance with the Share Award Scheme and the applicable laws, rules and regulations. For the avoidance of doubt:

(i) a Grantee does not have legal and beneficial ownership of any Award Shares unless and until such Award Shares have been allotted and issued or transferred (as the case may be) to the Grantee in accordance with the Share Award Scheme and the applicable laws, rules and regulations; and

(ii) where a Trustee is appointed, no instruction may be given by a Grantee to the Trustee in respect of the Award Shares and/or the Other Distributions and/or such other properties or assets of the trust constituted by the Trust Deed.

(b) Subject to sub-paragraph (a) above, the Award Shares to be allotted and issued or transferred (as the case may be) to the Grantee after the vesting of the Award in the Grantee shall be subject to all the provisions of the Articles of Association for the time being in force and shall rank pari passu in all respects with, and shall have the same voting, dividend, transfer and other rights, including those arising on liquidation of the Company, as existing fully paid Shares in issue on the date on which the Award Shares are allotted and issued or transferred (as the case may be) to the Grantee after the vesting of the Award and, without prejudice to the generality of the foregoing, shall entitle the holders of such Award Shares to participate in all Other Distributions paid or made on or after the date on which the Award Shares are so allotted and issued or transferred (as the case may be), other than any Other Distributions previously declared or recommended or resolved to be paid or made if the record date thereof shall be before the date on which the Award Shares are so allotted and issued or transferred (as the case may be).

1. Capitalisation Issue, Rights Issue, Share Consolidation, Share Subdivision or Capital Reduction

If the Company conducts any capitalisation issue, rights issue, share consolidation, share subdivision or capital reduction, corresponding adjustments (if any) shall be made to the maximum number of Shares that may be issued by the Company in respect of all the Awards and other share awards and share options to be granted pursuant to

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all the Share Schemes of the Company under the unutilised Scheme Mandate Limit referred to in paragraph 4 above (or as increased in accordance with paragraph 5 above) with reference to the total number of issued Shares as at the date immediately before and after such event and rounded to the nearest whole Share, such that each Grantee will be entitled to the same proportion of the Company's share capital as that to which such Grantee was previously entitled, provided that no such adjustment may be made to the extent that any Share would be issued at less than its nominal value. In respect of any such adjustments, other than any made on a capitalization issue, an independent financial adviser or the Company's auditors must confirm to the Directors in writing that the adjustments satisfy the requirements under the note to Rule 17.03(13) of the Listing Rules

13. Lapse

Without prejudice and subject to other relevant provisions of these Scheme Rules or otherwise determined by the Scheme Administrator, an Award shall lapse automatically (to the extent not already vested) on the earliest of:

(a) when a Grantee ceases to be an Eligible Participant (including the termination of his employment or contractual engagement with the Company or any other member of the Group);

(b) in respect of the Awards granted with Purchase Price, the expiry of the period for payment to be made by a Grantee;

(c) the date on which any Awards are clawed back pursuant to paragraph 15;

(d) in respect of an Award which are subject to performance or other Vesting Condition(s), the date on which the condition(s) to vesting are not capable of being satisfied;

(e) any Grantee commits any Misconduct(s);

(f) any Grantee is concerned, during the course of his employment or contractual engagement with any member of the Group, without prior written consent of the Company, with any business which competes or is likely to compete with the business of any member of the Group;

The Scheme Administrator shall have the power to decide whether an Award shall lapse and its decision shall be binding and conclusive on all parties. The Company shall not owe any liability to any Grantee for the lapse of any Award hereunder.

The Awards lapsed in accordance with the terms of the Share Award Scheme will not be regarded as utilized for the purpose of calculating the Scheme Mandate Limit (and the Service Provider Sublimit).

14. Cancellation of Awards

(a) Subject to Chapter 17 of the Listing Rules, the Scheme Administrator may in its absolute discretion cancel all or such proportion of the Awards granted but unvested, provided that:

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(i) the Company or any other member of the Group pay to the Grantee an amount equal to the fair value of the Award at the date of the cancellation as determined by the Scheme Administrator, after consultation with the auditors of the Company or an independent financial adviser appointed by the Scheme Administrator;

(ii) the Company or any other member of the Group provides to the Grantee a replacement Award (or a share option or share award under any other Share Scheme(s)) of equivalent value to the Award to be cancelled; or

(iii) the Scheme Administrator makes any arrangement as the Grantee may agree in order to compensate him for the cancellation of the Awards.

(b) Where the Company cancels any Awards granted to a Grantee and makes a new grant (whether under the Share Award Scheme or any other Share Scheme(s)) to the same Grantee, such new grant may only be made within the available Scheme Mandate Limit approved by the Shareholders. The Awards cancelled will be regarded as utilised for the purpose of calculating the Scheme Mandate Limit (and the Service Provider Sublimit).

15. Clawback Mechanism

1. The Board may provide in the Grant Notice that any Award prior to it being vested in such Grantee in respect of all or a proportion of the Award Shares may be subject to clawback or a longer Vesting Period if any of the Clawback Events stated in subparagraph (b) below shall occur.

2. In respect of any Award which is performance linked, if any of the following events ("Clawback Event") shall occur during a Vesting Period:

(i) the Grantee commits any Misconduct(s); or

(ii) if an Award or the vesting of any Award is linked to any performance targets and the Board is of the opinion that there occur any circumstances that show or lead to any of the prescribed performance targets having been assessed or calculated in a materially inaccurate manner, the Board may (but are not obliged to) by notice in writing to the Grantee concerned (aa) claw back such number of Awards (to the extent not being vested) granted as the Board may consider appropriate; or (bb) extend the Vesting Period (regardless of whether the initial Vesting Date has occurred) in relation to all or any of the Awards (to the extent not being vested) to such longer period as the Board may consider appropriate.

The above clawback mechanism applies to unvested Awards only.

16. Termination

The Share Award Scheme shall terminate on the tenth (10th) anniversary date of the Adoption Date or such date of earlier termination as determined by the Scheme Administrator. Upon the termination of the Share Award Scheme, no further offer of Awards may be made and no Awards offered shall be open for acceptance, but the Share Award Scheme shall remain in full force and effect to the extent necessary to give effect to any Awards which are granted and remain unvested prior to the termination of the operation of the Share Award Scheme.

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1. Transferability of Awards

An Award shall be personal to the Grantee and shall not be transferable or assignable, unless a waiver is granted by the Exchange pursuant to the relevant Listing Rule.

1. Alteration of the Share Award Scheme

(a) Subject to sub-paragraphs (c) and (d) below, the Share Award Scheme may be altered in any respect by a resolution of the Board, save and except that (i) any alteration to the terms and conditions of the Share Award Scheme which are of a material nature; or (ii) any alteration to the provisions of the Share Award Scheme relating to the matters set out in Rule 17.03 of the Listing Rules to the advantage of the Selected Participants or Grantees must be approved by the Shareholders in general meeting.

(b) Subject to sub-paragraph (d) below, any change to the terms of the Awards granted to a Grantee shall be approved by the Board, the Committee, the independent non-executive Directors and/or the Shareholders (as the case may be) if the initial grant of the Awards was approved by the Board, the Committee, the independent non-executive Directors and/or the Shareholders (as the case may be), except where the alteration takes effect automatically under the existing terms of the Share Award Scheme.

(c) Any change to the authority of the Directors or administrators of the Share Award Scheme (including, where applicable, the Trustee) in relation to any alteration to the Share Award Scheme shall be approved by the Shareholders in general meeting.

(d) The amended terms of the Share Award Scheme must comply with Chapter 17 of the Listing Rules.

1. Costs:

The Company shall bear the costs of establishing and administering the Share Award Scheme, including, for the avoidance of doubt, expenses incurred in the purchase of Shares by the Trustee and stamp duty and normal registration fees (i.e. not being fee chargeable by the share registrar for any express service of registration) in respect of the transfer of Shares to the Award Holder on the relevant Vesting Date.