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Sunshine Oilsands Ltd. Share Issue/Capital Change 2019

Jan 4, 2019

50340_rns_2019-01-04_0a311de9-83aa-4e45-bbd1-6c1b56b5a4f8.pdf

Share Issue/Capital Change

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For Main Board and GEM listed issuers

==> picture [140 x 68] intentionally omitted <==

Monthly Return of Equity Issuer on Movements in Securities

For the month ended (dd/mm/yyyy) : 31/12/2018

To : Hong Kong Exchanges and Clearing Limited

Name of Issuer Sunshine Oilsands Ltd. Date Submitted 04/01/2019

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
6,049,628,172
Increase/(decrease)
86,218,452
Balance at close of the month
6,135,846,624
Class“A” Common Shares
Par value
(State
currency)
Authorised share
capital
(State currency)
No par
value
CAD$ Unlimited
CAD$ No par
value
CAD$ Unlimited
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. Preference Shares 2. Preference Shares
Stock code :
N/A
Description :
Class“G”
No. of preference
shares
Balance at close of preceding month
0
Increase/(decrease)
0
Balance at close of the month
0
Class“G” 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$ 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
0
Increase/(decrease)
0
Balance at close of the month
0
Class“H”
Par value
(State
currency)
No par
value
CAD$ No par
value
CAD$ No par
value
CAD$
N/A
Unlimited
CAD$
3. Other Classes of Shares
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”
commonshares
(2)
No. of ordinary shares
(1) Class “A”
commonshares
(2)
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
ofshares
No. of preferred
shares
Class “G” and
“H” preferred
shares
No. of other classes
ofshares
6,049,628,172
86,218,452
6,135,846,624

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 share option shares of issuer issuer which May be scheme issued during the issued pursuant thereto as including month pursuant at close 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 0 0 0 shares

  1. Post-IPO Share Option Scheme

(26/01/2012) Class “A” common 0 0 3,318,494 0 179,639 491,005,881 shares (Note A)

For Main Board and GEM listed issuers

  1. N/A[( / ] / ) shares N/A N/A N/A N/A N/A N/A Total A. (Ordinary shares) Nil (Preferred shares) N/A (Other class) N/A Total funds raised during the month from exercise of options (State currency) N/A

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

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


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


( / / )
Stock code (if
listed)
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
N/A
N/A

N/A
N/A
N/A
N/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)
Currency
of
nominal
value
Nominal
value at
close of
preceding
month
Currency
of
nominal
value
Nominal
value at
close of
preceding
month
Exercised/(Expired)
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
Class of shares
issuable_(Note 1)_
Subscription
price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4. N/A


( / / )
Stock code (if
listed)
N/A N/A
N/A N/A
N/A
( / / )N/A
N/A
N/A

N/A
Class of shares
issuable_(Note 1)_
Subscription
price
EGM approval
date
(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 Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
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

N/A

N/A
0
0
0


0


0
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy))
N/A
N/A
(

For Main Board and GEM listed issuers

Class and description Class and description Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Currency
of amount
outstanding
Amount at
close of
preceding
month
Converted/
Forfeited
during the
month
Amount at
close of 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










2. Class “H” preferred
shares

N/A

N/A
0
0
0

0
11,000,000 0


Nil
N/A
N/A
(
HKD
N/A
HK$11,000,000.00
(Note B)
Stock code (if
listed)
Class of shares
issuable_(Note 1)_
Subscription price
EGM approval
date
(if applicable)
(dd/mm/yyyy)
4.
0
0


0
co
(
N/A
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
(

Nil

For Main Board and GEM listed issuers

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 (other than under Share Option Schemes) Options (other than under Share Option Schemes)
Full particulars including EGM approval date (dd/mm/yyyy),
if applicable, and class of shares issuable:
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
shares_(Note )_
N/A
shares_(Note)_ N/A
( / / )
shares_(Note )_
Total D.(Ordinaryshares) N/A
N/A
N/A
(Other class)(Preferred shares)
(Other class)

Other Movements in Issued Share Capital

Other Movements in Issued Share Capital Other Movements in Issued Share Capital Other Movements in Issued Share Capital Other Movements in Issued Share Capital Other Movements in Issued Share Capital Other Movements in Issued Share Capital

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. Private
Placing

At price:
0.137
State
Currency:
HKD
Class
of
shares
issuable_(Note 1)
Issue and allotment
date : (dd/mm/yyyy)
AGM approval date:
(dd/mm/yyyy)_
(14/12/2018)
(25/06/2018)
27,983,000 0
For Main Board and GEM listed issuers For Main Board and GEM listed issuers
No. of new shares No. of new
of issuer issued shares of issuer
during the month which May be
pursuant thereto issued pursuant
thereto as at
close of the
Type of Issue month
Class
of
shares
issuable(Note 1)
3. Private
Placing
At price:
0.133

State
Currency:
HKD
Issue and allotment
date : (dd/mm/yyyy)

(28/12/2018)
AGM approval date: (25/06/2018)
(dd/mm/yyyy) 5,854,500
0
Class
of
shares
issuable_(Note 1)_ __
Issue and allotment
3. Scrip dividend At
price :
State
currency
date : (dd/mm/yyyy) ( / / )
EGM approval date:
(dd/mm/yyyy)
( / / )
N/A
N/A
Class of shares
Class “A” common
repurchased_(Note 1)_
4. Repurchase
of shares
Cancellation dates :
(dd/mm/yyyy)
EGM approval date:
(dd/mm/yyyy)
N/A
N/A
Class
of
shares
redeemed (Note 1) __
5. Redemption Redemption date :
(dd/mm/yyyy)
( / / )
of shares
EGM approval date:
(dd/mm/yyyy)
( / / )
N/A
N/A
Class
of
shares
issuable_(Note 1)_ __
Issue and allotment
6. Consideration
issue
At
price :
State
currency
date : (dd/mm/yyyy) ( / / )
EGM approval date:
(dd/mm/yyyy)
( / / )
N/A
N/A
Class
of
shares
issuable_(Note 1)_ __
7. Capital
reorganisation
Issue and allotment
date : (dd/mm/yyyy)
( / / )
EGM approval date:
(dd/mm/yyyy)
( / / )
N/A
N/A

For Main Board and GEM listed issuers

Class of shares issuable (Note 1) ___ 8. Other At State Issue and allotment (Please price : currency date : (dd/mm/yyyy) ( / / ) specify) EGM approval date: (dd/mm/yyyy) ( / / ) N/A N/A Total E. (Ordinary shares) 33,837,500 (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) 86,218,452 N/A (2) N/A Total increase / (decrease) in preferred shares during the month (i.e. Total of A to E): N/A Total increase / (decrease) in other classes of shares during the month (i.e. Total of A to E): (These figures should be the same as the relevant figures under II above (“Movements in Issued Share Capital”).)

Remarks (if any):

Note A: As at 1 December 2018, our Post-IPO Share Option Scheme had 494,504,014 stock options outstanding. During the month of December 2018, Nil stock options were granted, Nil options were exercised, 3,318,494 stock options were forfeited and 179,639 stock options expired. As at 31 December 2018, our Post-IPO Share Option Scheme had 491,005,881 stock options outstanding, of which 277,150,776 stock options were vested (1,666,667 stock options were vested in the month of December 2018) and available for exercise into Class “A” common shares on a 1 for 1 basis.

Note B: Per the Company’s announcement dated September 28, 2018, October 2, 2018, October 3, 2018, October 5, 2018 and November 30, 2018, the Company and the placing agent entered into placing agreement to place convertible bonds in principal amount of up to HK$11,000,000.00 at conversion price of HKD 0.21 per each convertible bond on best effort basis. All convertible bonds were converted and 52,380,952 Shares were issued in this connection.

Note C: Private placements of 27,983,000 shares issued at HKD 0.137 and 5,854,500 shares issued at HKD 0.133 took place on December 14, 2018 and December 28, 2018 respectively. These placing shares were issued and allotted under the General Mandate approved at the Annual General Meeting held on June 25, 2018.

Submitted by: _ Kwok Ping Sun ______

Title: __ Executive Chairman____ (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.