Sunshine Oilsands Ltd. is committed to providing our investors and the public with timely and accurate information regarding our business and operating activies.
April 24, 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 May 25, 2020 at 9:30 a.m. (Hong Kong Time) / May 24, 2020 at 7:30 p.m. (Calgary Time), for the purpose of considering and, if thought fit, passing the following resolution with or without amendments, as an ordinary resolution of the Corporation. Capitalized terms used herein without definition shall have the same meanings as in the Circular issued by the Corporation dated April 24, 2020 (the “Circular”), unless the context otherwise requires:
ORDINARY RESOLUTION
1. “BE IT RESOLVED THAT:
a) the Subscription (as defined in the Circular) of the CB by the Subscriber, being an associate (as defined under the Listing Rules) of Mr. Sun, under the Subscription Agreement (as defined in the Circular), a copy of the Subscription Agreement has been produced at the SGM of the Corporation marked “A” and signed by the chairman of the SGM for the purpose of identification, be and are hereby approved;
b) the execution of the Subscription Agreement and any other agreements, documents and actions taken or to be taken in connection with the Subscription (including the allotment and issuance by the Corporation of the Conversion Shares) by any director of the Corporation (“Director”), notwithstanding any interest he/she may have in any matters in connection with the Subscription, be and are hereby approved, confirmed and ratified;
c) any Director be and is hereby authorized to do all acts and things and execute any agreements, deeds, instruments and any other documents, under hand or under seal, or make such arrangement as he/she may determine to be appropriate, necessary or desirable to give effect to or in connection with the Subscription and the allotment and issuance of the Conversion Shares and, subject to and in accordance with the applicable law and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating to the Subscription in the interests of the Corporation and its shareholders as a whole; and
d) subject to and conditional upon (i) the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the Conversion Shares; and (ii) the fulfillment of other conditions precedent as set out in the Subscription Agreement, the unconditional specific mandate granted to the Directors to exercise the powers of the Corporation to allot, issue and deal with the Conversion Shares pursuant to the Subscription Agreement be and is hereby confirmed and approved.”
Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, Shareholders should not attend the SGM in person. The Corporation will not accept any physical attendance by Shareholders. Any Shareholders seeking to attend the SGM physically in person will be turned away. In order for Shareholders to exercise their voting rights, they should appoint the chair of the SGM as their Proxy to vote on the relevant resolution at the SGM. Shareholders are also encouraged to submit questions to the management in advance and join the SGM through telephone conference. For details, please refer to the section titled “Submission of Question with the Proxy Form” set out in the Circular.
Registered Shareholders
If you hold Shares in your own name, you are a registered shareholder of the Corporation (“Registered Shareholder”). Registered Shareholder should not attend the SGM in person, instead they should vote by submitting proxy form to appoint the chair of the SGM in advance, 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 SGM.
BY ORDER OF THE BOARD OF DIRECTORS
SUNSHINE OILSANDS LTD.
(signed) ‘‘Kwok Ping Sun’’
Kwok Ping Sun
Executive Chairman Calgary, Alberta, April 24, 2020
Hong Kong, April 24, 2020
Notes:
1. Due to the constantly evolving COVID-19 pandemic situation in Hong Kong, Shareholders should not attend the SGM in person. The Corporation will not accept any physical attendance by Shareholders. Any Shareholders seeking to attend the SGM physically in person will be turned away. In order for Shareholders to exercise their voting rights, they should appoint the chair of the SGM as their proxy to vote on the relevant resolution at the SGM.
2. Where there are joint holders of any Share, any one of such joint holders may appoint the chair of the SGM to vote at the SGM, in respect of such Share as if he/she/it was solely entitled thereto.
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 notarially 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, the Subscriber, Mr. Sun and his respective associates (as defined under the Listing Rules) (to the extent they have an existing interest in the Shares) are required to abstain from voting on the above ordinary resolution.
5. The ordinary 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.