Sunshine Oilsands Ltd. Announces Private Placement Financing of HK $336 Million of Common Shares and Warrants Under the General

Sunshine Oilsands Ltd. Announces Private Placement Financing of HK $336 
Million of Common Shares and Warrants Under the General Mandate 
CALGARY, Alberta and HONG KONG, Dec. 3, 2013 /CNW/ - Sunshine Oilsands Ltd. 
("Sunshine" or the "Corporation") (HKEX: 2012, TSX: SUO) is pleased to 
announce that it has received and accepted irrevocable subscription agreements 
(the "Subscription Agreements ") for 197,976,471 units of the Corporation 
("Units") at a price of HK $1.70 per Unit (the "Subscription Price") 
(approximately CDN $0.23 per Unit at current exchange rates) for total gross 
proceeds of HK $336,560,000 (approximately CDN $46.1 million) (the "Placing"). 
Each Unit is comprised of one Class "A" Common Voting Share of the Corporation 
("Common Share") and one-third of one purchase warrant of the Corporation 
("Warrant").  Each whole Warrant entitles the holder to acquire one Common 
Share at an exercise price of HK $1.88 per Common Share (the "Warrant Exercise 
Price") (approximately CDN $0.26 per Common Share) for a period of 24 months 
following the closing date of the Placing.  The Warrant Exercise Price will be 
subject to normal adjustment provisions in the case share capital or corporate 
reorganizations. 
The respective subscribers (the "Subscribers" or each a "Subscriber") will 
subscribe for the following number of new Units pursuant to the Subscription 
Agreements: 
(i) Global Petroleum Services Limited ("Global Petroleum"), an independent, 
third party investment company based in Hong Kong, will subscribe for 
91,176,471 Units; 
(ii) Immediate Focus International Limited ("Immediate Focus"), an 
independent, third party investment company based in Beijing, will subscribe 
for 90,000,000 Units; 
(iii) Yarui Limited ("Yarui"), an independent, third party investment company 
based in Hong Kong will subscribe for 12,000,000 Units; and 
(iv) Mr. Wang Yusen, an individual investor based in Hong Kong, will subscribe 
for 4,800,000 Units. 
None of the Subscribers are connected persons to the Corporation. 
In connection with the Placing, the Corporation has agreed to pay a finder's 
fee equal to 3% of the gross proceeds of the Placing to certain finders, which 
finders' fee may, at the sole election of the Corporation, be paid through the 
issuance of Units to the finders (the "First Finders") at a deemed price of HK 
$1.70 per Unit (the "Finder Price") (approximately CDN $0.23 per Unit).  
Additionally, the Corporation has agreed to pay certain other finders (the 
"Second Finders") a finders' fee equal to two-fifths of a Warrant for each 
Unit issued under the Placing. 
With respect to the subscription of Global Petroleum, the First Finder is Far 
East Enterprise Investment Foundation Limited ("Far East"), an independent, 
third party investment company based in Hong Kong, which will receive a 3% 
cash fee equal to HK $4,650,000.  With respect to the subscriptions for 
Immediate Focus, Yarui and Mr. Wang Yusen, the First Finder is Sunny Stone 
Limited, an independent, third party investment company based in Hong Kong, 
which will receive a 3% cash fee equal to HK $5,446,800.  None of the First 
Finders are connected persons to the Corporation. 
With respect to the subscription of Global Petroleum, the Second Finder is 
Goldeast Limited, an investment company based in Hong Kong, which will receive 
36,470,588 Warrants.  With respect to the subscriptions for Immediate Focus 
and Yarui, the Second Finder is Million View Limited, an independent, third 
party investment company based in Hong Kong, which will receive 40,800,000 
Warrants.  With respect to the subscription for Mr. Wang Yusen, the Second 
Finder is Hinds Industrial (Hong Kong) Company Limited, an independent, third 
party investment company based in Hong Kong, which will receive 1,920,000 
Warrants.  None of the Second Finders are connected persons to the Corporation. 
The Subscription Price, the Warrant Exercise Price, the Finder Price and the 
cash finder's fee were determined by negotiation between the Corporation, the 
Subscribers, the First Finders and the Second Finders. 
An application will be made by Sunshine to the Hong Kong Stock Exchange for 
the listing of, and permission to deal in, the Common Shares to be issued 
pursuant to the Units issued to the Subscribers, the First Finders and the 
Second Finders. 
Each of the Subscription Price and the Finder Price represent: 
(i) a discount of approximately 7.1% to the average closing price per Common 
Share of approximately HK $1.83 as quoted on the Hong Kong Stock Exchange for 
the last thirty (30) trading days up to and including December 2, 2013 (being 
the trading day immediately preceding the signing of the Subscription 
Agreements); 
(ii) a discount of approximately 9.6% to the average closing price per Common 
Share of HK $1.88 as quoted on the Hong Kong Stock Exchange for the last five 
(5) trading days up to and including December 2, 2013 (being the trading day 
immediately preceding the signing of the Subscription Agreements); and 
(iii) a discount of approximately 4.5% to the closing price per Common Share 
of HK $1.78 as quoted on the Hong Kong Stock Exchange on December 2, 2013 
(being the trading day immediately preceding the signing of the Subscription 
Agreements). 
The Warrant Exercise Price represents: 
(i) a premium of approximately 2.7% to the average closing price per Common 
Share of approximately HK $1.83 as quoted on the Hong Kong Stock Exchange for 
the last thirty (30) trading days up to and including December 2, 2013 (being 
the trading day immediately preceding the signing of the Subscription 
Agreements); 
(ii) a premium of approximately 0.0% to the average closing price per Common 
Share of HK $1.88 as quoted on the Hong Kong Stock Exchange for the last five 
(5) trading days up to and including December 2, 2013 (being the trading day 
immediately preceding the signing of the Subscription Agreements); and 
(iii) a premium of approximately 5.6% to the closing price per Common Share of 
HK $1.78 as quoted on the Hong Kong Stock Exchange on December 2, 2013 (being 
the trading day immediately preceding the signing of the Subscription 
Agreements). 
To the best of the Directors' knowledge, information and belief after having 
made all reasonable enquiries, each of the Subscribers, the First Finders and 
the Second Finders and, if applicable, their ultimate beneficial owner is/are 
third parties independent of and not connected with Sunshine and the connected 
persons of Sunshine. 
The Common Shares to be issued pursuant to the Units issued to the Subscribers 
represent approximately 6.9% of the existing issued Common Shares and, 
immediately following the completion of the Placing, approximately 6.4% of the 
then enlarged total issued Common Shares of the Company. 
Assuming the cash finder's fee is paid in Units, and assuming the exercise of 
all Warrants issued to the Subscribers, the First Finders and the Second 
Finders, the Common Shares to be issued pursuant to the Units issued to the 
Subscribers, the First Finders and the Second Finders and upon the exercise of 
all Warrants will total 351,078,275 and will represent approximately 12.2% of 
the existing issued Common Shares and, immediately following the completion of 
the Placing, approximately 10.8% of the then enlarged total issued Common 
Shares of the Company 
Closing of the Placing is conditional upon: (i) the Hong Kong Stock Exchange 
("HKEX") and the Toronto Stock Exchange approving the listing of the Common 
Shares comprising the Units, the Common Shares issuable upon exercise of the 
Warrants and the Common Shares issuable in connection with the payment of the 
finder's fees; (ii) compliance of the Placing with other requirements under 
the HKEX Listing Rules and the Hong Kong Code on Takeovers and Mergers or 
otherwise of the HKEX and the Securities and Futures Commission of Hong Kong; 
and (iii) the receipt of all other required regulatory approvals.  One or more 
closings, commencing on or about December 6, 2013, are expected to occur for 
the Subscription Agreements upon receipt of listing approvals and the 
subscription proceeds from each Subscriber. 
REASONS FOR THE PLACING AND USE OF PROCEEDS FROM THE PLACING 
The Directors consider that the Placing represents an opportunity to raise 
capital for Sunshine at an important time for the Corporation.  The net 
proceeds of the Placing, after payment of the cash finder's fee will be HK 
$326,463,200 (approximately CDN$ 44.7 million) which will be used by the 
Corporation to address its short term capital requirements, corporate 
objectives and for general corporate purposes. 
EFFECTS ON SHAREHOLDING STRUCTURE 
The existing shareholding structure of Sunshine and the effect of the Placing 
on the shareholding structure of Sunshine immediately following the completion 
of the Placing is set out below.  The following table assumes the cash 
finder's fee is paid in cash and no Warrants are exercised. 
 __________________________________________________________________
|                |                        |Immediately after the   |
|Name of         |At the date of this     |completion of           |
|Shareholder     |Announcement            |                        |
|                |                        |the Placing             |
|________________|________________________|________________________|
|                |Number of    |Percentage|Number of    |Percentage|
|                |             |          |             |          |
|                |Common Shares|(%)       |Common Shares|(%)       |
|________________|_____________|__________|_____________|__________|
|Goldview        |             |          |             |          |
|                |266,666,640  |9.24      |266,666,640  |8.65      |
|Development Ltd.|             |          |             |          |
|________________|_____________|__________|_____________|__________|
|Premium         |             |          |             |          |
|                |             |          |             |          |
|Investment      |239,197,500  |8.29      |239,197,500  |7.76      |
|                |             |          |             |          |
|Corporation     |             |          |             |          |
|________________|_____________|__________|_____________|__________|
|Sinopec Century |             |          |             |          |
|                |             |          |             |          |
|Bright Capital  |239,197,500  |8.29      |239,197,500  |7.76      |
|                |             |          |             |          |
|Investment      |             |          |             |          |
|Limited         |             |          |             |          |
|________________|_____________|__________|_____________|__________|
|China Life      |             |          |             |          |
|                |231,411,600  |8.02      |231,411,600  |7.50      |
|Insurance       |             |          |             |          |
|________________|_____________|__________|_____________|__________|
|Charter Globe   |             |          |             |          |
|                |206,611,560  |7.16      |206,611,560  |6.70      |
|Limited         |             |          |             |          |
|________________|_____________|__________|_____________|__________|
|Global Petroleum|Nil          |0.00      |91,176,471   |2.96      |
|________________|_____________|__________|_____________|__________|
|Immediate Focus |Nil          |0.00      |90,000,000   |2.92      |
|________________|_____________|__________|_____________|__________|
|Yarui           |Nil          |0.00      |12,000,000   |0.39      |
|________________|_____________|__________|_____________|__________|
|Mr. Wang Yusen  |Nil          |0.00      |4,800,000    |0.16      |
|________________|_____________|__________|_____________|__________|
|Other           |             |          |             |          |
|                |1,702,714,314|59.00     |1,702,714,314|55.22     |
|Shareholders    |             |          |             |          |
|________________|_____________|__________|_____________|__________|
|Total           |2,885,799,114|100.00    |3,083,775,585|100.00    |
|________________|_____________|__________|_____________|__________| 
GENERAL MANDATE TO ISSUE THE NEW COMMON SHARES 
The Common Shares issued pursuant to the Units will be allotted and issued 
under the General Mandate granted to the Board at the annual general meeting 
of Sunshine held on May 7, 2013 to issue up to 20% of its aggregate issued and 
outstanding share capital (the "General Mandate"). As at the date of this 
announcement, Sunshine has not issued any Common Shares under the General 
Mandate.  The Common Shares when issued pursuant to the Units will be credited 
as fully paid and rank pari passu in all respects with the other existing 
Common Shares. 
Completion of the Placing is subject to the satisfaction of certain 
conditions. Shareholders and potential investors are advised to exercise 
caution when dealing in the securities of Sunshine. 
Trading in the Common Shares will resume at 1:00 p.m. today (Hong Kong time). 
ABOUT SUNSHINE OILSANDS LTD. 
Sunshine Oilsands Ltd. is one of the largest holders of oil sands leases by 
area in the Athabasca oil sands region, which is located in the province of 
Alberta, Canada. Since Sunshine's incorporation on 22 February 2007, Sunshine 
has secured over one million acres of oil sands leases (equal to approximately 
7% of all granted leases in this area). 
Sunshine's principal operations are the evaluation, development and production 
of its diverse portfolio of oil sands leases. Its principal operating regions 
in the Athabasca area are at West Ells, Thickwood, Legend Lake, Harper, 
Muskwa, Goffer, Pelican and Portage. Sunshine's oil sands leases are grouped 
into three main asset categories: clastics, carbonates and conventional heavy 
oil. 
FORWARD-LOOKING INFORMATION AND DISCLAIMER 
This announcement may contain forward-looking information that 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 any words "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 information release are not 
exhaustive and readers are not to place undue reliance on forward-looking 
statements as our 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 our 
material risk factors, see "Risk Factors" in our most recent Annual 
Information Form, "Risk Management" in our current MD&A 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 our 
website at www.sunshineoilsands.com. 
This document does not constitute and is not an offer to sell or a 
solicitation of an offer to buy common shares of Sunshine in the United States 
(including its territories and possessions, any State of the United States and 
the District of Columbia) or elsewhere.
 

SOURCE  Sunshine Oilsands Ltd. 
Sunshine Oilsands Ltd., Mr. John Zahary, President & Chief Executive Officer, 
(1) 403 930 5836; or Mr. David Sealock, Executive VP, Corporate Operations, 
(1) 403 984 1446, investorrelations@sunshineoilsands.com, 
www.sunshineoilsands.com 
http://www.sunshineoilsands.com 
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CO: Sunshine Oilsands Ltd.
NI: OIL UTI LOAN MNA  
-0- Dec/03/2013 05:58 GMT
 
 
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