Sunshine Oilsands Ltd. is committed to providing our investors and the public with timely and accurate information regarding our business and operating activies.
February 2, 2021


NOTICE IS HEREBY GIVEN that a special general meeting (the “SGM” or the “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 21st Floor, CMA Building, 64 Connaught Road Central, Hong Kong on February 26, 2021 at 10:00 a.m. (Hong Kong Time) / February 25, 2021 at 7:00 p.m. (Calgary Time), for the purposes of considering and, if thought fit, passing the following resolutions with or without amendments.

1. “THAT the conversion of all convertible bonds by Prime Union Enterprises Limited, being the Subscriber, under the subscription agreement dated April 1, 2020 (the “Subscription Agreement”) entered into between the Corporation (as issuer) and Prime Union Enterprises Limited (the “Subscriber”) (as subscriber) in respect of the subscription of fixed rate convertible bonds in an aggregate principal amount of HK$72,000,000 (the “Subscription”) by the Subscriber at a conversion price of HK$0.632 (subject to adjustment under the terms of the Subscription Agreement) per conversion share be and are hereby approved and confirmed; and THAT any one director of the Corporation be and is hereby authorized to do all such things and take all such actions (including but not limited to the allotment and issuance of the Conversion Shares) and execute all documents (including the affixation of the common seal of the Corporation where execution under seal is required) as he/she may consider to be necessary or desirable to implement any of the matters relating to or incidental to the conversion.”
2. “THAT subject to the Executive (as defined in the circular of the Corporation dated February 3, 2021 (the “Circular”), a copy of which has been produced to this meeting marked “A” and signed by the Chairman of this General Meeting for the purpose of identification) granting the Whitewash Waiver (as defined in the Circular) to the Subscriber and the satisfaction of any conditions attached to the Whitewash Waiver granted, the waiver pursuant to Note 1 on Dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”) waiving any obligation on the part of the Subscriber to make a mandatory general offer to the holders of securities of the Corporation to acquire the securities of the Corporation other than those already owned or agreed to be purchased by the Subscriber and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of the conversion (the “Whitewash Waiver”), be and is hereby approved and THAT any one director of the Corporation be and is hereby authorized to do all acts and things and execute such documents (including the affixation of the common seal of the Corporation where execution under seal is required) and take all steps which, in his/her opinion deem necessary, desirable or expedient to carry out or to give effect to any matters relating to or in connection with the Whitewash Waiver.”
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 General Meeting in person and wish to ensure that your Shares are voted at the SGM, 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 HKEx news’ website of the Hong Kong Exchanges and Clearing Limited at and the website of the Corporation at

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.

(signed) ‘‘Kwok Ping Sun’’
Kwok Ping Sun
Executive Chairman

Calgary, Alberta, February 3, 2021
Hong Kong, February 3, 2021
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 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 at least 48 hours before the SGM (i.e. by no later than 7:00 p.m. on February 23, 2021 (Calgary Time)); or
(i) 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 (i.e. by no later than 10:00 a.m. on February 24, 2021 (Hong Kong Time));
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. The Subscriber (Prime Union Enterprises Limited) and parties acting in concert with it, including Mr. Kwok Ping Sun and his wholly-owned company, Tai Feng Investments Limited, Ms. Gloria Ho, Mr. Michael J Hibberd, Ms. Xijuan Jiang and those who are involved or interested in the Conversion and the Whitewash Waiver are required to abstain from voting on the above resolutions.

5. The resolutions as set out above will be determined by way of a poll. For Resolution (1), it has to be approved by more than 50% of the vote cast by the Independent Shareholders (as defined in the Circular) ; and for Resolution (2), it has to be approved by at least 75% of the vote cast by the Independent Shareholders (as defined in the Circular) at the SGM.

In view of the COVID-19 pandemic situation, the Corporation will strictly implement the following precautionary measures at the SGM to safeguard the health and safety of every attendee of the SGM.
a) Appropriate seating will be arranged at the venue of the SGM in order to meet the relevant regulatory requirements to ensure social distancing. As a result, the number of Participants in one single venue will be restricted and where necessary, multiple meeting rooms with telecommunication facilities and/or computer devices will be put in use;
b) At the entrance of the Venue, compulsory body temperature checks will be conducted on every person attending the SGM. Any person with a body temperature of over 37.3 degrees Celsius, or has any flu-like symptoms, or is otherwise apparently unwell will not be admitted to the SGM Venue;
c) Every attendee is required to wear a surgical mask throughout the SGM;
d) Every attendee is required to sign and complete a health declaration form before admission to the Venue;
e) any person who has travelled outside Hong Kong within 14 days immediately before the Meeting (the “Recent Travel History”), is subject to quarantine or self-quarantine in relation to COVID-19, or has close contact with any person under quarantine or with the Recent Travel History shall not attend the SGM;
f) Any attendee who declines any of the abovementioned measures will not be admitted to the Venue; and
g) No refreshments or drinks or corporate gifts will be provided to attendees at the SGM.
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