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Sunshine Announces Additional Investor for the Private Placement Financing of HK$336 Million


Sunshine Announces Additional Investor for the Private Placement Financing of HK$336 Million

HONG KONG, Jan. 24, 2014 /CNW/ - Sunshine Oilsands Ltd. (the "Corporation") (HKEX: 2012, TSX: SUO) is pleased to announce the following:

(1) in relation to the initial private placement that was announced by the Corporation on December 3, 2013 (the "First Placing"), the Corporation has received and accepted an irrevocable subscription agreement (the "Jin Quan Subscription Agreement") from Jin Quan Limited ("Jin Quan") for 45,000,000 units of the Corporation ("Units") at a price of HK$1.70 per Unit (the "Subscription Price") (approximately CDN$0.24 per Unit at current exchange rates) for total gross proceeds of HK$76,500,000 (approximately CDN$10.90 million). The Jin Quan Subscription Agreement will replace the subscription by Global Petroleum Services Limited ("Global Petroleum") which subscription amount has been reduced accordingly, referred to in the Company's announcement dated December 3, 2013, December 10, 2013 and January 10, 2014. The Global Petroleum subscription agreement has been terminated and the remaining balance of 588,236 Units is no longer issuable to Global Petroleum. The finders' fees for the Global Petroleum subscription is also cancelled.

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 relevant placing. The Warrant Exercise Price will be subject to normal adjustment provisions in the case of share capital or corporate reorganizations such as share consolidations and share splits, which will accordingly adjust the Warrant Exercise Price by the impact of such consolidation or split on the total issued share capital of the Corporation such that the relevant holder of the Warrant will be kept whole and will receive their proportionate share upon exercise of the Warrant.

Jin Quan is an independent, third party company based in Hong Kong. In connection with the Jin Quan Subscription Agreement, the Corporation has agreed to pay Goldeast Limited a finders' fee of two-fifths of a Warrant for each Unit issued to Jin Quan, such that Goldeast Limited will receive 18,000,000 Warrants.

(2) it has completed the closing of its private placement of 45,000,000 Units to Immediate Focus Limited that was announced on January 16, 2014 (the "Second Placing").

(3) it has received and accepted an additional irrevocable subscription agreement (the "Pyramid Valley Subscription Agreement") from Pyramid Valley Limited ("Pyramid Valley") for 84,000,000 Units at the Subscription Price for total gross proceeds of HK$142,800,000 (approximately CDN$20.4 million) (the "Third Placing"). Closing of this subscription is subject to receipt of listing approval from the Hong Kong Stock Exchange ("HKEX") and the Toronto Stock Exchange ("TSX"). Pyramid Valley is an independent, third party company based in Hong Kong. In connection with the Pyramid Valley Subscription Agreement, the Corporation has agreed to pay Goldeast Limited a finders' fee of two-fifths of a Warrant for each Unit issued to Pyramid Valley, such that Goldeast Limited will receive 33,600,000 Warrants.

In relation to the First Placing and Second Placing, the Corporation has received irrevocable subscriptions from five investors for an aggregate of 242,388,235 Units priced at HK$1.70 per Unit for aggregate net proceeds of HK$401,060,000. So far, the Corporation has received HK$335,560,000 in funds relating to the issuance of 197,388,235 Units to four different investors, pending completion of the Jin Quan Subscription Agreement.

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, Jin Quan, Pyramid Valley and Goldeast Limited and, if applicable, their ultimate beneficial owner is/are third parties independent of and not connected with the Corporation and the connected persons of the Corporation.

The Subscription Price and the Warrant Exercise Price, were determined by negotiation between the Corporation, and each of Jin Quan, Pyramid Valley and Goldeast Limited.

An application will be made by the Corporation 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 Pyramid Valley and Goldeast Limited.

The Subscription Price represents:

(i) a premium of approximately 8.28% to the average closing price per Common Share of approximately HK$1.57 as quoted on the Hong Kong Stock Exchange for the last thirty (30) trading days up to and including January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement);

(ii) a premium of approximately 6.25% to the average closing price per Common Share of HK$1.60 as quoted on the Hong Kong Stock Exchange for the last five (5) trading days up to and including January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement);

(iii) a premium of approximately 8.28% to the closing price per Common Share of HK$1.57 as quoted on the Hong Kong Stock Exchange on January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement).

The Warrant Exercise Price represents:

(i) a premium of approximately 19.75% to the average closing price per Common Share of approximately HK$1.57 as quoted on the Hong Kong Stock Exchange for the last thirty trading days up to and including January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement);

(ii) a premium of approximately 17.50% to the average closing price per Common Share of HK$1.60 as quoted on the Hong Kong Stock Exchange for the last five trading days up to and including January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement); and

(iii) a premium of approximately 19.75% to the closing price per Common Share of HK$1.57 as quoted on the Hong Kong Stock Exchange on January 23, 2013 (being the trading day immediately preceding the signing of the Jin Quan Subscription Agreement and Pyramid Valley Subscription Agreement).

The Common Shares to be issued pursuant to the Units issued to the Jin Quan and Pyramid Valley represent approximately 4.09% of the existing issued Common Shares and, immediately following the completion of the final portion of the First Placing and the Third Placing, approximately 3.92% of the then enlarged total issued Common Shares of the Company.

Assuming the exercise of all Warrants issued to the Jin Quan, Pyramid Valley and Goldeast Limited, the Common Shares to be issued pursuant to the Units issued to Jin Quan, Pyramid Valley and Goldeast Limited and upon the exercise of all Warrants will total 223,600,000 Common Shares and will represent approximately 7.08% of the existing issued Common Shares and, immediately following the completion of the final portion of the First Placing and the Third Placing, approximately 6.60% of the then enlarged total issued Common Shares of the Company.

Closing of the Third Placing is conditional upon: (i) the HKEX and the TSX 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 Third 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. Closing is expected to occur on January [28], 2014.

REASONS FOR THE THIRD PLACING AND USE OF PROCEEDS FROM THE THIRD PLACING

The Directors consider that the Third Placing represents an opportunity to raise capital for the Corporation at an important time for the Corporation. The net proceeds of the Third Placing, will be HK$142,800,000 (approximately CDN$20.4 million) which will be used by the Corporation to address its short term capital requirements, corporate objectives and for general corporate purposes.

FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS


                                                             Actual use of
    Date of                     Estimated net  Intended use  proceeds as at
    announcement  Event         proceeds       of proceeds   the date of
                                                             this
                                                             announcement
                                               To address
    December 3,                                its short
    2013,         Placing of                   term capital
    December 10,  197,388,235                  requirements, Approximately
    2013, January Common Shares HK$325,493,200 corporate     HK$255,000,000
    10, 2014 and  and                          objectives    used as
    January 16,   144,751,372                  and for       intended
    2014          Warrants                     general
                                               corporate
                                               purposes

EFFECTS ON SHAREHOLDING STRUCTURE

The existing shareholding structure of the Corporation and the effect of the 
final portion of the First Placing and the Third Placing on the shareholding 
structure of the Corporation immediately following the completion of the final 
portion of the First Placing and the Third Placing is set out below.
     ___________________________________________________________________________
    |            |                    |                    |Immediately after   |
    |            |                    |Immediately after   |the completion of   |
    |            |                    |thecompletion of    |                    |
    |            |                    |                    |the final portion of|
    |            |                    |the final portion of|the First Placing   |
    |Name of     |At the date of this |the First Placing   |                    |
    |            |                    |                    |and the Third       |
    |Shareholder |Announcement        |and the Third       |Placing and         |
    |            |                    |Placing and         |                    |
    |            |                    |                    |assumingall         |
    |            |                    |assuming no Warrant |outstandingWarrants |
    |            |                    |is exercised        |                    |
    |            |                    |                    |areexercised        |
    |____________|____________________|____________________|____________________|
    |            |Number of    |%     |Number of    |%     |Number of    |%     |
    |            |Common Shares|      |Common Shares|      |Common Shares|      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Mr. Hok Ming|             |      |             |      |             |      |
    |            |266,666,640  |8.44  |266,666,640  |8.11  |266,666,640  |7.56  |
    |Tseung      |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Premium     |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Investment  |239,197,500  |7.57  |239,197,500  |7.28  |239,197,500  |6.78  |
    |            |             |      |             |      |             |      |
    |Corporation |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Sinopec     |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Century     |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Bright      |239,197,500  |7.57  |239,197,500  |7.28  |239,197,500  |6.78  |
    |Capital     |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Investment  |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Limited     |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |China Life  |             |      |             |      |             |      |
    |            |231,411,600  |7.33  |231,411,600  |7.04  |231,411,600  |6.56  |
    |Insurance   |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Charter     |             |      |             |      |             |      |
    |            |             |      |             |      |             |      |
    |Globe       |206,611,560  |6.54  |206,611,560  |6.29  |206,611,560  |5.86  |
    |            |             |      |             |      |             |      |
    |Limited     |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Pyramid     |             |      |             |      |             |      |
    |            |22,500,000   |0.71  |106,500,000  |3.24  |142,000,000  |4.03  |
    |Valley      |             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Jin Quan    |22,500,000   |0.71  |67,500,000   |2.05  |90,000,000   |2.55  |
    |____________|_____________|______|_____________|______|_____________|______|
    |Other       |             |      |             |      |             |      |
    |            |1,929,671,226|61.11 |1,929,671,226|58.71 |2,111,022,598|59.87 |
    |Shareholders|             |      |             |      |             |      |
    |____________|_____________|______|_____________|______|_____________|______|
    |Total       |3,157,756,026|100.00|3,286,756,026|100.00|3,526,107,398|100.00|
    |____________|_____________|______|_____________|______|_____________|______|

GENERAL MANDATE TO ISSUE THE NEW COMMON SHARES

The Common Shares pursuant to the Units will be allotted and issued under the 
General Mandate granted to the Board at the annual general meeting of the 
Corporation held on May 7, 2013 to issue up to 20% of its aggregate issued and 
outstanding share capital (the "General Mandate"). The General Mandate amount 
is 575,161,232 Common Shares.  As at the date of this announcement, the 
Corporation has issued 197,388,235 Common Shares under the General Mandate and 
may be committed to issue another 368,351,372 Common Shares under the placings 
arrangements announced on December 3, 2013, December 10, 2013, January 10, 
2014, January 16, 2014 and this announcement.  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 Third Placing is subject to the satisfaction of certain 
conditions. Shareholders and potential investors are advised to exercise 
caution when dealing in the securities of the Corporation.

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.

Email: investorrelations@sunshineoilsands.com Website: www.sunshineoilsands.com

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. Michael J. Hibberd, Co-Chairman & Director, Tel: (1) 403 984 1440; Mr. Songning Shen, Co-Chairman & Director, Tel: (1) 403 475 8379; Mr. David Sealock, Interim President & CEO, Tel: (1) 403 984 1446

http://www.sunshineoilsands.com

http://www.hkexnews.hk

http://www.sedar.com

To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/January2014/24/c4959.html

CO: Sunshine Oilsands Ltd. ST: Alberta NI: FIN OIL UTI LOAN MNA

-0- Jan/24/2014 10:01 GMT

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