CALGARY, Alberta and HONG KONG, June 26, 2014 /PRNewswire/ -- Sunshine Oilsands Ltd. (the "Corporation" or "Sunshine") (HKEX: 2012, TSX: SUO) is pleased to announce the following:
Reference is made to the announcements of the Corporation dated May 19, 2014, June 2, 2014, June 9, 2014 and June 25, 2014 (together, the "Announcements") in relation to the Revised Placement and Second Placements (together, the "Placements"). Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the Announcements.
1. COMPLETION OF REVISED PLACEMENT AND SECOND PLACEMENTS OF HK$544 MILLION OF COMMON SHARES
(a) Completion of the Revised Placement and Second Placements
The Board is pleased to confirm and announce that, prior to the commencement of the Corporation's Annual General Meeting of Shareholders yesterday, the conditions to the Placements as set out in the Announcements were fulfilled or waived and the Placements were completed during the early morning hours of June 25, 2014 (Hong Kong time) (June 24, 2014 (Calgary time)) in accordance with the terms and conditions of the Placements (the "Completion"). In particular, the condition that the proceeds of the Placements may only be released to the Corporation concurrently with the closing of the Proposed Debt Offering was waived by each of the subscribers to the Placements.
An aggregate 640,000,000 Common Shares, representing approximately 16.45% of the total issued Common Shares as enlarged by the allotment and issue of the Common Shares pursuant to the Placements, have been successfully placed to Immediate Focus (188,000,000 Common Shares), Big View (142,000,000 Common Shares), China Life (128,000,000 Common Shares), City Legend (54,000,000 Common Shares), Crystal Touch (100,000,000 Common Shares) and Yarui (28,000,000 Common Shares) at the subscription price of HK $0.85 per Common Share (approximately CDN $0.12 per Common Share).
The Common Shares were allotted and issued to Immediate Focus, Big View, China Life, City Legend, Crystal Touch and Yarui under the Refreshed General Mandate.
The Corporation has received total gross proceeds of HK $544,000,000 (approximately CDN $76.3 million) from the completion of the Placements. The total net proceeds (after deducting all expenses incidental to the Placements) raised from the Placements amount to approximately HK $543,644,000 (approximately CDN $76.25 million), which will be primarily used by the Corporation to settle outstanding accounts payable with a view to resuming the development and construction of the Corporation's West Ells steam assisted gravity drainage ("SAGD") project and for general corporate purposes.
(b) Effects on Shareholding Structure
The table below sets out the changes to the shareholding structure of the Corporation immediately (i) before the Completion and (ii) after the Completion (by reference to the information on shareholdings available to the Corporation as at the date of this announcement).
| Name of Shareholder |
Immediately before the |
Immediately after the |
||
| Number of |
Approximate % |
Number of |
Approximate % |
|
| Mr. Tseung Hok Ming |
295,233,035 |
9.08 |
295,233,035 |
7.59 |
| China Life |
258,802,600 |
7.96 |
386,802,600 |
9.94 |
| China Investment Corporation |
239,197,500 |
7.36 |
239,197,500 |
6.15 |
| Sinopec Century Bright Capital Investment Limited |
239,197,500 |
7.36 |
239,197,500 |
6.15 |
| Central Huijin Investment Ltd |
206,611,560 |
6.36 |
206,611,560 |
5.31 |
| Immediate Focus(2) |
112,000,000 |
3.45 |
300,000,000 |
7.71 |
| Pyramid Valley Limited(2) |
160,000,000 |
4.92 |
160,000,000 |
4.11 |
| Jin Quan |
67,500,000 |
2.08 |
67,500,000 |
1.74 |
| City Legend |
24,499,820 |
0.75 |
78,499,820 |
2.02 |
| Yarui |
12,000,000 |
0.37 |
40,000,000 |
1.03 |
| Big View |
0 |
0.00 |
142,000,000 |
3.65 |
| Crystal Touch |
0 |
0.00 |
100,000,000 |
2.57 |
| Other Shareholders |
1,635,302,616 |
50.31 |
1,635,302,616 |
42.03 |
| Total |
3,250,344,631 |
100.00 |
3,890,344,631 |
100.00 |
| Notes: |
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| (1) Certain percentage figures included in this table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them. |
||||
| (2) Mr. Xie Bing holds a 100% and 40% interest in Immediate Focus and Pyramid Valley Limited, respectively. Accordingly, Mr. Xie Bing is deemed to be interested in the aggregate number of Common Shares held by both Immediate Focus and Pyramid Valley Limited, which represents: (i) approximately 8.37% of the total issued Common Shares immediately before the Completion, and (ii) approximately 11.82% of the total issued Common Shares immediately after the Completion. As Mr. Xie Bing is interested in approximately 11.82% of the total issued Common Shares immediately after the Completion, he becomes a substantial shareholder (as defined in the Hong Kong Listing Rules) of the Corporation. |
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2. FORWARD-LOOKING INFORMATION AND DISCLAIMER
This announcement contains forward-looking information relating to, among other things: (a) the future financial performance and objectives of Sunshine; and (b) the plans and expectations of the Corporation. Such forward-looking information is subject to various risks, uncertainties and other factors. All statements other than statements and information of historical fact are forward-looking statements. The use of words such as "estimate", "forecast", "expect", "project", "plan", "target", "vision", "goal", "outlook", "may", "will", "should", "believe", "intend", "anticipate", "potential", and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on Sunshine's experience, current beliefs, assumptions, information and perception of historical trends available to Sunshine, and are subject to a variety of risks and uncertainties including, but not limited to those associated with resource definition and expected reserves and contingent and prospective resources estimates, unanticipated costs and expenses, regulatory approval, fluctuating oil and gas prices, expected future production, the ability to access sufficient capital to finance future development and credit risks, changes in Alberta's regulatory framework, including changes to regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and other laws or regulations and the impact thereof and the costs associated with compliance. Although Sunshine believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned that the assumptions and factors discussed in this announcement are not exhaustive and readers are not to place undue reliance on forward-looking statements as the Corporation's actual results may differ materially from those expressed or implied. Sunshine disclaims any intention or obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, subsequent to the date of this announcement, except as required under applicable securities legislation. The forward-looking statements speak only as of the date of this announcement and are expressly qualified by these cautionary statements. Readers are cautioned that the foregoing lists are not exhaustive and are made as at the date hereof. For a full discussion of the Corporation's material risk factors, see the Corporation's annual information form for the year ended December 31, 2013 (the "AIF") and risk factors described in other documents we file from time to time with securities regulatory authorities, all of which are available on the Hong Kong Stock Exchange at www.hkexnews.hk, on the SEDAR website at www.sedar.com or the Corporation's website at www.sunshineoilsands.com.
In addition, information and statements in this announcement relating to "reserves" and "resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the quantities predicted or estimated, and that the reserves and resources described can be profitably produced in the future. The assumptions relating to Sunshine's reserves and resources are contained in the reports of GLJ Petroleum Consultants Ltd. and DeGolyer and MacNaughton Canada Limited, each dated effective December 31, 2013. For additional information regarding the specific contingencies which prevent the classification of Sunshine's contingent resources as reserves see "Statement of Reserves Data and Other Oil and Gas information" in the AIF. The estimates of reserves and future net revenue for individual properties in this announcement may not reflect the same confidence level as estimates of reserves and future net revenue for all properties, due to the effects of aggregation. "Contingent Resources" has the meaning given to that term in the AIF.
3. About Sunshine Oilsands Ltd.
The Corporation is a Calgary based public corporation, listed on the Hong Kong Stock Exchange since March 1, 2012 and the Toronto Stock Exchange since November 16, 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 P&NG 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 rate of 5,000 barrels per day, which will be followed immediately by an approved expansion to a planned production capacity of 10,000 barrels per day. In addition to West Ells activities, the Corporation has received regulatory approval to the Thickwood 10,000 barrels per day SAGD project and has an additional 10,000 barrels per day application in regulatory review for Legend.
By Order of the Board of Sunshine Oilsands Ltd.
Michael John Hibberd
Co-Chairman
and
Songning Shen
Co-Chairman
Hong Kong, June 26, 2014
As at the date of this announcement, the Board consists of Mr. Michael John Hibberd and Mr. Songning Shen as executive directors; Mr. Hok Ming Tseung, Mr. Tingan Liu, Mr. Haotian Li and Mr. Gregory George Turnbull as non-executive directors; and Mr. Raymond Shenti Fong, Mr. Wazir Chand Seth, Mr. Robert John Herdman and Mr. Gerald Franklin Stevenson as independent non-executive directors.
