Receipt of equity subscription funds in respect of revised placement and second placements held on trust
Reference is made to the announcements of the Corporation dated May 19, 2014 (the “First Announcement”) and June 2, 2014 (the “Second Announcement”, and together with the First Announcement, the “Announcements”). Unless the context otherwise require, terms used in this announcement shall have the same meanings as those defined in the Announcements.
Sunshine Oilsands Ltd. (“Sunshine” or the “Corporation”) (HKEX: 2012, TSX: SUO) announces that, further to its Second Announcement in respect of the Revised Placement and the Second Placements (as defined in the Second Announcement), its counsel has received HK $544,000,000 (approximately CDN $76.2 million) (the “Funds”), representing the aggregate subscription price in respect of the Revised Placement and the Second Placements, in its trust account from the six subscribers (being Immediate Focus, Big View, China Life, City Legend, Crystal Touch and Yarui).
It is expected that the Funds will be held on trust pending the closing of the Revised Placement and Second Placements, which will be conditional upon the following conditions:
- the closing of the Proposed Debt Offering (as defined in the First Announcement);
- the Hong Kong Stock Exchange and the Toronto Stock Exchange approving the listing of the Common Shares to be issued pursuant to the Second Placements;
- compliance of the Revised Placement and Second Placements with the requirements under the Hong Kong Listing Rules and the Hong Kong Code on Takeovers and Mergers (where applicable);
- and the receipt of all other required regulatory approvals.
After the fulfilment of conditions (ii), (iii) and (iv) above, completion of the Revised Placement and Second Placements and release of the subscription funds to the Corporation are expected to take place concurrently with the closing of the Proposed Debt Offering. A further announcement will be made by the Corporation upon completion of the Revised Placement and Second Placements.
The Corporation anticipates that the net proceeds to be raised from the Revised Placement and Second Placements will be primarily used by the Corporation to settle outstanding accounts payable with a view to resuming the development and construction of the Corporation’s West Ells steam assisted gravity drainage (“SAGD”) project and for general corporate purposes.
Completion of the Revised Placement and Second Placements is subject to the satisfaction of the conditions referred to above. As the Revised Placement and Second Placements may or may not proceed, Shareholders and potential investors of the Corporation are advised to exercise caution when dealing in the securities of the Corporation.
The Corporation intends to use the proceeds from the Proposed Debt Offering to: (i) fund expenditures associated with the anticipated final construction and development necessary to complete phases one and two at the Corporation’s West Ells SAGD project and general corporate purposes, (ii) prefund 18 months of cash interest in an escrow account and (iii) pay fees and expenses associated with the Proposed Debt Offering.
No binding agreement in relation to the Proposed Debt Offering has been entered into as at the date of this announcement. The Proposed Debt Offering may nor may not materialise subject to, among other things, market conditions and investors’ interest. Investors and shareholders of the Corporation are reminded to exercise caution when dealing in the securities of the Corporation.
FORWARD-LOOKING INFORMATION AND DISCLAIMER
This announcement contains forward-looking information relating to, among other things: (a) the future financial performance and objectives of Sunshine; (b) the plans and expectations of the Corporation; (c) the ability of the Corporation to complete the Proposed Debt Offering, the Revised Placement and Second Placements; and (d) the use of any proceeds raised from the Proposed Debt Offering, Revised Placement and Second Placements. Such forward-looking information is subject to various risks, uncertainties and other factors. All statements other than statements and information of historical fact are forward-looking statements. The use of words such as “estimate”, “forecast”, “expect”, “project”, “plan”, “target”, “vision”, “goal”, “outlook”, “may”, “will”, “should”, “believe”, “intend”, “anticipate”, “potential”, and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on Sunshine’s experience, current beliefs, assumptions, information and perception of historical trends available to Sunshine, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta’s regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance. Although Sunshine believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions and factors discussed in this announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as our actual results may differ materially from those expressed or implied. Sunshine disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation. The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of our material risk factors, see “Risk Factors” in the Annual Information Form of the Corporation for the year ended December 31, 2013 (the “AIF”), “Risk Management” in our current MD&A for the year ended December 31, 2013 and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at www.hkexnews.hk, on the SEDAR website at www.sedar.com or our website at www.sunshineoilsands.com.
In addition, information and statements in this announcement relating to “reserves” and “resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and that the reserves and resources described can be profitably produced in the future. The assumptions relating to Sunshine’s reserves and resources are contained in the reports of GLJ Petroleum Consultants Ltd. and DeGolyer and MacNaughton Canada Limited, each effective as of December 31, 2013. For additional information regarding the specific contingencies which prevent the classification of Sunshine’s contingent resources as reserves see “Statement of Reserves Data and Other Oil and Gas information” in our most recent AIF. The estimates of reserves and future net revenue for individual properties in this announcement may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. “Contingent Resources” has the meaning given to that term in the AIF.
ABOUT SUNSHINE OILSANDS LTD.
The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012 and the Toronto Stock Exchange since November 16, 2012. The Corporation is focused on the development of its significant holdings of oil sands leases in the Athabasca oil sands region. The Corporation owns interests in approximately one million acres of oil sands and P&NG leases in the Athabasca region. The Corporation is currently focused on executing milestone undertakings in the West Ells project area. West Ells has an initial production target rate of 5,000 barrels per day, which will be followed immediately by an approved expansion to a planned production capacity of 10,000 barrels per day. In addition to West Ells activities, the Corporation has received regulatory approval for the Thickwood 10,000 barrels per day SAGD project and has an additional 10,000 barrels per day application in regulatory review for Legend.
For further enquiries, please contact:
Mr. David Sealock
Interim President & CEO
Tel: (1) 403 984 1446
Email: [email protected]