Announcements

Hong Kong (February 27, 2020) / Calgary, Alberta (February 27, 2020) - The Board of Directors (the “Board”) of Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine”) (HKEX: 2012) wishes to announce the following:

 

 

 

On Hong Kong (February 27, 2020) / Calgary, Alberta (February 27, 2020), the Corporation entered into the Settlement Agreement with the Trade Creditor, being an Independent Third Party and a trade creditor to the Corporation, pursuant to which the Corporation will allot and issue the Relevant Shares to the Trade Creditor as full and final settlement of the Partial Trade Payable.

 

The Issue Price is HK$1.31, which represents

 

(i) a discount of approximately 10% on the average closing price of HK$1.46 per Share (calculated on a post share consolidation basis) based on the average closing price quoted on the average closing price quoted on the Hong Kong Stock Exchange for the last five consecutive trading days immediately prior to and including February 26, 2020; and

 

(ii) a discount of approximately 0.45% to the closing price of HK$1.32 per Share as quoted on the Hong Kong Stock Exchange on February 27, 2020.

 

The Relevant Shares, which shall rank pari passu in all respect with the existing Shares, will be allotted and issued under the General Mandate. The Corporation will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in the Relevant Shares. Under the General Mandate, the Board is authorized to issue 1,227,169,324 Shares (theoretically, equivalent to 24,543,386 Shares after share consolidation). Up to the date of this announcement, the Board has allotted and issued 247,954,980 Shares (equivalent to 4,959,099 Shares after share consolidation) under the General Mandate. No shareholders’ approval is required for the allotment and issue of the Relevant Shares.

 

 

 

Pursuant to the Settlement Agreement entered into between the Corporation and the Trade Creditor on Hong Kong (February 27, 2020) / Calgary, Alberta (February 27, 2020), the Corporation will allot and issue the Relevant Shares at the Issue Price to the Trade Creditor as full and final settlement of the Partial Trade Payable.

 

 

Assuming no further issue of new Shares or repurchase of Shares (other than those failing to be issued upon full exercise of the share options), the Relevant Shares represent (i) approximately 1.13% of the existing issued share capital of the Corporation as at the date of this announcement; and (ii) approximately 1.11% of the total enlarged issued share capital of the Corporation immediately following completion of the Issuance.

 

 

The Issue Price is HK$1.31, which represents

 

 

(i) a discount of approximately 10% on the average closing price of HK$1.46 per Share (calculated on a post share consolidation basis) based on the average closing price quoted on the Hong Kong Stock Exchange for the last five consecutive trading days immediately prior to and including February 26, 2020; and

 

(ii) a discount of approximately 0.45% to the closing price of HK$1.32 per Share as quoted on the Hong Kong Stock Exchange on February 27, 2020.

 

It was arrived after arm’s length negotiation between the Corporation and the Trade Creditor with reference to the market condition and the prevailing market price of the Shares.

 

 

The Relevant Shares, which shall rank pari passu in all respect with the existing Shares, will be allotted and issued under the General Mandate. The Corporation will apply to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in the Relevant Shares. Under the General Mandate, the Board is authorized to issue 1,227,169,324 Shares (theoretically, equivalent to 24,543,386 Shares after share consolidation). Up to the date of this announcement, the Board has allotted and issued 247,954,980 Shares (equivalent to 4,959,099 Shares after share consolidation) under the General Mandate. No shareholders’ approval is required for the allotment and issue of the Relevant Shares.

 

 

 

The Relevant Shares will be issued under the General Mandate and will rank pari passu in all respects among themselves and with the existing Shares in issue on the Completion Date. Application will be made to the Stock Exchange for the grant of the listing of, and permission to deal in the Relevant Shares.

 

 

 

Completion of the Settlement Agreement shall be subject to and conditional upon the following:

(i) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in the Relevant Shares; and

(ii) all relevant approvals and consents from governmental or other competent authority or in accordance with applicable laws having been obtained, if necessary.

 

None of the above conditions are capable of being waived. In the event that the conditions of the Issuance are not fulfilled on or before March 12, 2020 (or such other time and date as may be agreed between the parties to the Settlement Agreement), the Settlement Agreement shall cease and determine and neither the Corporation nor the Trade Creditor shall have any obligations and liabilities under the Settlement Agreement.

 

 

As at the date of this announcement, the Corporation has 128,111,630 Shares in issue. The shareholding structure of the Corporation as at the date of this announcement and immediately after completion of the Issuance (assuming that there are no other changes to the shareholding structure of the Corporation from the date of this announcement to the date of completion of the Issuance) are as follows:

 

 

 

 

 

As at the date of the Settlement Agreement, the Corporation has a Trade Payable balance of CDN$ 368,670.19 with the Trade Creditor, this Trade Payable will be settled by cash and the remaining balance of CDN$323,670.19 (approximately HK$ 1,896,134.68), being the Partial Trade Payable , will be fully settled by the Issuance.

 

The Directors are of the view that the settlement of the Trade Payable by way of Issuance would not result in significant cash outflow of the Corporation while reducing the indebtedness of the Corporation. Accordingly, the Directors consider that the terms of the Settlement Agreement are fair and reasonable and the Issuance is in the interests of the Corporation and its Shareholders as a whole.

 

 

Save as disclosed below, the Corporation has not conducted any other fundraising activities during the 12 months immediately preceding the date of this announcement.