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Announcements

Sunshine Oilsands Ltd. is committed to providing our investors and the public with timely and accurate information regarding our business and operating activies.
August 9, 2020

DISCLOSEABLE TRANSACTION ASSET DISPOSAL

Hong Kong (August 8, 2020) - The Board of Directors (the “Board”) of Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine”) (HKEX: 2012) wishes to announce the following:

 

THE DISPOSAL

 

The Board is pleased to announce that on August 8, 2020 (Hong Kong time), the Corporation entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Corporation agreed to sell, and the Purchaser agreed to purchase, the Underlying Asset at a total consideration of USD2.85 million (equivalent to approximately CDN $3,812,445) subject to the terms and conditions stipulated therein.

 

LISTING RULES IMPLICATIONS

 

Pursuant to Chapter 14 of the Listing Rules, as the highest applicable percentage ratio for the Disposal exceeds 5% but is less than 25%, such Disposal constitutes a discloseable transaction for the Corporation and is subject to the notification and announcement requirements but exempt from the shareholders’ approval requirement under Chapter 14 of the Listing Rules.  

 

 
Sale and Purchase Agreement
The Board is pleased to announce that on August 8, 2020, the Corporation entered into the Sale and Purchase Agreement with the Purchaser, pursuant to which the Corporation agreed to sell, and the Purchaser agreed to purchase, the Underlying Asset at a total consideration of USD2.85 million (equivalent to approximately CDN $ 3,812,445) subject to the terms and conditions stipulated therein.

 

The principal terms of the Sale and Purchase Agreement are summarized below:

Execution Date:

August 8, 2020

 

Parties:

  1. the Corporation; and

     

  2. the Purchaser

 

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquires, the Purchaser and its ultimate beneficial owners are third parties independent of the Corporation and its connected persons.

 

Completion

Completion of the Disposal took place on or before August 20, 2020 (Calgary Time) or such other date as the parties concerned may agree in writing.  The Purchaser shall take over control the Underlying Asset upon Completion.

 

Consideration:

The consideration for the Underlying Asset is USD2.85 million (equivalent to approximately CDN $ 3,812,445), which was determined after arm’s length negotiation between the parties with reference to, among other things, (i) the market intelligence as gathered by the Group; (ii) the terms and conditions of the Disposal as a whole; and (iii) changes in the market conditions.

 

REASONS FOR AND BENEFITS OF THE DISPOSAL

The turbine was originally purchased at approximately USD4.5 million and has been held idle in a rented storage in the United States.

Given COVID-19 and the current oil market condition, the Directors are of the view that it is an opportune time to dispose idle assets to improve liquidity. The Directors intend to apply the proceed from the Disposal for general working capital. 

The Directors (including the independent non-executive Directors) consider that the Consideration of the Disposal was at the then prevailing market prices and that the terms of the Disposal are on normal commercial terms and are fair and reasonable. The Disposal is in the interest of the Corporation and its Shareholders as a whole.

 

LISTING RULES IMPLICATIONS

As the highest applicable percentage ratio of the Disposal is over 5% but less than 25%, the Disposal constitute disclosable transaction for the Corporation. Accordingly, the Disposal are subject to the notification and announcement requirements, but is exempted from the Shareholders’ approval requirement under Chapter 14 of the Listing Rules.

 

DEFINITIONS

 

In this announcement, unless the context otherwise requires, the following words and expressions shall have the following meanings when used herein:

 

 

“connected persons”

has the meaning ascribed thereto in the Listing Rules

 

“Disposal’

the disposal of the solar turbine by the Corporation pursuant to the Sale and Purchase Agreement

 

 

“Director(s)”

the director(s) of the Corporation

 

“Group”

the Corporation and its subsidiaries

 

“Hong Kong”

the Hong Kong Special Administrative Region of the People’s Republic of China

 

“Independent Third

     Party(ies)”

independent third party who is not a connected person (as defined in the Listing Rules) of the Corporation and is independent of and not connected with the connected persons of the Corporation  

 

 

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

 

“Purchaser”

Steel Reef Infrastructure Corp., a company incorporated in Canada with limited liability

 

 

“Shares” or “Common

Shares”

the Class A common voting shares of the Corporation that is listed on the Stock Exchange

 

 

“Shareholder(s)”

holder(s) of the issued Shares

 

“Sale and Purchase   

    Agreement ”

the sale and purchase agreement fully executed on August 8, 2020 and entered into between the Corporation and the Purchaser, in relation to, among others, the Disposal

 

“Stock Exchange”

 

“Underlying Asset”

The Stock Exchange of Hong Kong Limited

 

A Taurus 70 Gas Turbine Generator Set with spare parts and battery charger

 

“CDN $”

 

Canadian dollars, the lawful currency of Canada

“HKD”

 

“USD”

Hong Kong dollars, the lawful currency of Hong Kong

 

United States dollars, the lawful currency of Hong Kong

 

“%”

per cent.

 

 

About Sunshine Oilsands Ltd.

The Corporation is a Calgary based public corporation listed on the Hong Kong Stock Exchange since March 1, 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 petroleum and natural gas 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 of 5,000 barrels per day.

For further enquiries, please contact:

Mr. Kwok Ping Sun

Executive Chairman

Tel: (852) 3188 9298

 

Email: [email protected]

Website: www.sunshineoilsands.com