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Sunshine Oilsands Ltd. is committed to providing our investors and the public with timely and accurate information regarding our business and operating activies.
January 22, 2020

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM” or the “Special General Meeting”) of the holders (the “Shareholders”) of Class “A” Common Voting Shares (the “Shares”) of Sunshine Oilsands Ltd. (“Sunshine” or the “Corporation”) will be held at 20/F, Two Chinachem Central, No. 26 Des Voeux Road Central, Central, Hong Kong on Monday, February 24, 2020 at 9:00 a.m. (Hong Kong Time) / Sunday, February 23, 2020 at 6:00 p.m. (Calgary Time), for the purpose of considering and, if thought fit, passing the following resolution with or without amendments, as special resolution of the Corporation :


SPECIAL RESOLUTION

 

1. “THAT subject to and conditional upon: (i) the compliance with the relevant procedures and requirements under the Business Corporations Act (Alberta) to effect the Share Consolidation (as defined below); and (ii) The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Consolidated Shares (as defined below) arising from the Share Consolidation (as defined below), with effect from 9:00 a.m. (Hong Kong time) on the day after one clear business day following the date on which this resolution is passed or the above conditions are fulfilled (whichever is the later):

 

(a) every fifty (50) Class “A” Common Voting Shares of the Corporation be consolidated (the “Share Consolidation”) into one (1) share (each a “Consolidated Share”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the constitutional documents of the Corporation; and the total number of the Consolidated Shares in the capital of the Corporation immediately following the Share Consolidation be rounded down to a whole number by cancelling any fraction in the capital of the Corporation arising from the Share Consolidation; and

(b) the directors of the Corporation (“Directors”) or a committee thereof be and are hereby authorized to do all such acts and things and execute all such documents on behalf of the Corporation, including under seal where applicable, as they may consider necessary or expedient to give effect to the Share Consolidation and to aggregate all fractional Consolidated Shares and sell them for the benefit of the Corporation.”
 

Registered Shareholders
If you hold Shares in your own name, you are a registered shareholder of the Corporation (“Registered Shareholder”). As a Registered Shareholder, if you are unable to attend the Special General Meeting in person and wish to ensure that your Shares are voted at the Special General Meeting, you must complete, date and sign the enclosed form of Proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Circular. Such form of proxy is also published on the HKExnews’ website of the Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the website of the Corporation at www.sunshineoilsands.com.


Beneficial Shareholders
If your Shares are held in an account with a brokerage firm or an intermediary (i.e. a broker, investment firm, clearing house or a similar entity), you are a beneficial shareholder of the Corporation (“Beneficial Shareholder”). Beneficial Shareholders should follow the instructions set out in the voting instructions form or other form of proxy provided by your intermediaries to ensure that your Shares will be voted at the Special General Meeting.

 

BY ORDER OF THE BOARD OF DIRECTORS
SUNSHINE OILSANDS LTD.


Kwok Ping Sun
Executive Chairman
Calgary, Alberta, January 22, 2020
Hong Kong, January 22, 2020

 

Notes:


1. Any shareholder entitled to attend and vote at the SGM is entitled to appoint another person as his/her/its proxy to attend and vote instead of his/her/it. A shareholder who is the holder of two or more Shares may appoint more than one proxy to attend on the same occasion. A proxy need not be a Shareholder of the Corporation but must be present in person at the meeting to represent the Shareholder. Completion and return of the form of Proxy will not preclude a Shareholder from attending the SGM and voting in person. In such event, his/her/its form of Proxy will be deemed to have been revoked.


2. Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally or by proxy, in respect of such Share as if he/she/it was solely entitled thereto, but if more than one of such joint holders be present at the SGM, that one of the said persons so present whose name stands first on the register of members of the Corporation in respect of such Share shall alone be entitled to vote in respect thereof.


3. In order to be valid, the instrument appointing a proxy together with the power of attorney or other authority, if any, under which it is signed, or a notarial certified copy of that power or authority must be deposited: (i) at the Corporation’s principal share registrar in Canada, being Alliance Trust Company, at Suite 1010, 407 — 2nd Street SW, Calgary, Alberta, Canada T2P 2Y3; (ii) at the Corporation’s branch share registrar in Hong Kong, being Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at least 48 hours before the SGM, or any adjournment thereof, at which the proxy is to be used; or (iii) to the chairman of the SGM on the date of the SGM or any reconvening thereof, or in any other manner provided by law.


4. Under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, no Shareholders are required to abstain from voting on the above special resolution.


5. The special resolution as set out above will be determined by way of a poll.


As at the date of this notice, the Board consists of Mr. Kwok Ping Sun and Ms. Gloria Pui Yun Ho as executive directors; Mr. Michael John Hibberd, Ms. Linna Liu and Ms. Xijuan Jiang as non-executive directors; and Mr. Yi He, Mr. Alfa Li and Mr. Guangzhong Xing as independent non-executive directors.