Sunshine Oilsands Revised May 2014 Equity Placement Announcement

 (1) AMENDMENT AND CANCELLATION OF THE PRIVATE PLACEMENT OF COMMON SHARES UNDER  THE GENERAL MANDATE TO JIN QUAN LIMITED AND IMMEDIATE Focus International  Limited AS ANNOUNCED on MAy 19, 2014  (2) NEW PRIVATE PLACEMENT OF HK$384.2 MILLION OF COMMON SHARES UNDER THE  GENERAL MANDATE TO BIG VIEW DEVELOPMENT CORPORATION LIMITED, CHINA LIFE  INSURANCE (OVERSEAS) COMPANY LIMITED, CITY LEGEND GROUP LIMITED, CRYSTAL TOUCH  HOLDINGS LIMITED AND YARUI LIMITED  CALGARY, Alberta and HONG KONG, June 2, 2014 /CNW/ - Sunshine Oilsands Ltd.  (the "Corporation" or "Sunshine") (HKEX: 2012, TSX: SUO) is pleased to  announce the following:  1.     AMENDMENT AND CANCELLATION OF THE PRIVATE PLACEMENT OF COMMON SHARES TO  JIN QUAN LIMITED AND IMMEDIATE Focus International Limited  The Placements  Reference is made to the announcement of the Corporation dated May 19, 2014  regarding the Placements (the "Announcement"). Unless the context otherwise  require, terms used in this announcement shall have the same meanings as those  defined in the Announcement.  On June 1, 2014 in Hong Kong (May 31, 2014 in Calgary), the Corporation  received and accepted a revised irrevocable subscription agreement from  Immediate Focus International Limited ("Immediate Focus") which reduced the  original subscription of 360,000,000 Class "A" Common Voting Shares of the  Corporation (the "Common Shares") under the Immediate Focus Subscription  Agreement to 188,000,000 Common Share at the same Subscription Price of HK  $0.85 (approximately CDN $0.12 per Common Share) (the "Revised Placement").  The aggregate gross proceeds to be raised under the Revised Placement amount  to HK $159,800,000 (approximately CDN $22.4 million at current exchange rates).  The 188,000,000 Common Shares to be issued to Immediate Focus represent  approximately 5.78% of the existing issued Common Shares as at the date of  this announcement (being 3,250,344,631 Common Shares) and, immediately  following the completion of the Revised Placement, approximately 4.83% of the  then enlarged total issued Common Shares.  Save for the reduction in the number of Common Shares to be placed to  Immediate Focus, all the other terms and conditions of the Revised Placement  remain the same as the Immediate Focus Subscription Agreement.  Furthermore, in connection with the Placements, the Corporation and Jin Quan  Limited ("Jin Quan") have mutually agreed on June 1, 2014 in Hong Kong (May  31, 2014 in Calgary) to cancel the Jin Quan Subscription Agreement in relation  to 280,000,000 Common shares (the "Cancellation"). In light of the  Cancellation, the Corporation has received new subscription agreements for an  aggregate 452,000,000 Common Shares from five new subscribers, details of  which are set out below.  2.     NEW PRIVATE PLACEMENT OF HK$384.2 MILLION OF COMMON SHARES UNDER THE  GENERAL MANDATE TO BIG VIEW DEVELOPMENT CORPORATION LIMITED, CHINA LIFE  INSURANCE (OVERSEAS) COMPANY LIMITED, CITY LEGEND GROUP LIMITED, CRYSTAL TOUCH  HOLDINGS LIMITED AND YARUI LIMITED  (a)        The Second Placements  On June 1, 2014 in Hong Kong (May 31, 2014 in Calgary), the Corporation  received and accepted irrevocable subscription agreements from each of the  following five subscribers:  (i)            Big View Development Corporation Limited ("Big View") for a  total of 142,000,000 Common Shares at the subscription price of HK $0.85 per  Common Share (approximately CDN $0.12 per Common Share) (the "Second  Subscription Price"), which in aggregate amounts to gross proceeds of HK  $120,700,000 (approximately CDN $16.9 million at current exchange rates) (the  "Big View Subscription Agreement");  (ii)           China Life Insurance (Overseas) Company Limited ("China Life")  for a total of 128,000,000 Common Shares at the Second Subscription Price,  which in aggregate amounts to gross proceeds of HK $108,800,000 (approximately  CDN $15.3 million at current exchange rates) (the "China Life Subscription  Agreement");  (iii)          City Legend Group Limited ("City Legend") for a total of  54,000,000 Common Shares at the Second Subscription Price, which in aggregate  amounts to gross proceeds of HK $45,900,000 (approximately CDN $6.4 million at  current exchange rates) (the "City Legend Subscription Agreement");  (iv)         Crystal Touch Holdings Limited ("Crystal Touch") for a total of  100,000,000 Common Shares at the Second Subscription Price, which in aggregate  amounts to gross proceeds of HK $85,000,000 (approximately CDN $11.9 million  at current exchange rates) (the "Crystal Touch Subscription Agreement"); and  (v)          Yarui Limited ("Yarui") for a total of 28,000,000 Common Shares  at the Second Subscription Price, which in aggregate amounts to gross proceeds  of HK $23,800,000 (approximately CDN $3.3 million at current exchange rates)  (the "Yarui Subscription Agreement", and together with the Big View  Subscription Agreement, China Life Subscription Agreement, City Legend  Subscription Agreement and Crystal Touch Subscription Agreement, the "Second  Placements").  The total number of Common Shares to be issued to Big View, China Life, City  Legend, Crystal Touch and Yarui amount to 452,000,000 Common Shares, which  represent approximately 13.91% of the existing issued Common Shares as at the  date of this announcement and, immediately following the completion of the  Second Placements, approximately 11.62% of the then enlarged total issued  Common Shares.  (b)       Second Subscription Price  The Second Subscription Price represents:  (i)         a discount of approximately 6.6% to the average closing price of  approximately HK $0.91 per Common Share as quoted on the Hong Kong Stock  Exchange for the last thirty (30) trading days up to and including May 30,  2014 (being the trading day immediately preceding the signing of the Second  Placements);  (ii)        a discount of approximately 15.0% to the average closing price of  approximately HK $1.00 per Common Share as quoted on the Hong Kong Stock  Exchange for the last five (5) trading days up to and including May 30, 2014  (being the trading day immediately preceding the signing of the Second  Placements); and  (iii)       a discount of approximately 19.8% to the closing price of HK $1.06  per Common Share as quoted on the Hong Kong Stock Exchange on May 30, 2014  (being the trading day immediately preceding the signing of the Second  Placements).  The aggregate gross proceeds to be raised from the Second Placements will be  HK $384,200,000 (approximately CDN $53.9 million at current exchange rates),  which will fully replenish the shortfall in aggregate gross proceeds to be  raised between the Private Placements and the Revised Placements.  The Second Subscription Price was determined with reference to the prevailing  market price of the Common Share and was negotiated on an arm's length basis  by the Corporation with each of Big View, China Life, City Legend, Crystal  Touch and Yarui, respectively. The Directors consider that the terms of the  Second Placements are on normal commercial terms and are fair and reasonable  based on the current market conditions and the Second Placements are in the  interests of the Corporation and the shareholders of the Corporation (the  "Shareholders") as a whole.  (c)        Conditions to Completion of the Second Placements  Closing of the Second Placements is conditional upon the following conditions:  (i)         the closing of the Proposed Debt Offering;  (ii)        the Hong Kong Stock Exchange and the Toronto Stock Exchange  approving the listing of the Common Shares to be issued pursuant to the Second  Placements;  (iii)       compliance of the Second Placements with the requirements under  the Hong Kong Listing Rules and the Hong Kong Code on Takeovers and Mergers  (where applicable); and  (iv)       the receipt of all other required regulatory approvals.  (d)       Completion of the Second Placements  After the fulfilment of conditions (ii), (iii) and (iv) above, completion of  the Second Placements is expected to take place concurrently with the closing  of the Proposed Debt Offering.  A further announcement will be made by the  Corporation upon completion of the Second Placements.  The certificates representing the Common Shares subscribed for under the  Second Placements will bear certain legends, as required under applicable  Canadian securities laws, including a legend stating that unless permitted  under applicable Canadian securities legislation, the holder of the Common  Shares must not trade the Common Shares before the date that is four months  and a day after the closing date.  Completion of the Second Placements is subject to the satisfaction of certain  conditions.  As the Second Placements may or may not proceed, Shareholders and  potential investors of the Corporation are advised to exercise caution when  dealing in the securities of the Corporation.  (e)        General Mandate to Issue Common Shares  The Second Placements do not require the approval of the Shareholders as the  Common Shares under the Second Placements will be allotted and issued under  the unused portion of the general mandate, which was granted to the Board at  the SGM to issue up to 20% of its aggregate issued and outstanding share  capital as at the date of the SGM until the next annual general meeting of the  Corporation (the "Refreshed General Mandate").  The amount of the Refreshed  General Mandate is 649,889,185 Common Shares. Details of the Refreshed General  Mandate are set out in the Corporation's circular dated March 17, 2014.  As at the date of this announcement, the Corporation has not issued any Common  Shares under the General Mandate. The Common Shares when issued pursuant to  the Second Placements will be credited as fully paid and rank pari passu in  all respects with the other existing Common Shares.  (f)        Background of Big View, China Life, City Legend, Crystal Touch and  Yarui  Big View is an independent third party investment company based in Hong Kong.  China Life, a wholly-owned subsidiary of China Life Insurance (Group) Company,  is a life insurance corporation that operates in Hong Kong and Macau. China  Life is an existing shareholder of the Corporation and, as at the date of this  announcement, holds 258,802,600 Common Shares, representing approximately  7.96% of the existing issued Common Shares.  City Legend, an independent third party investment company based in Hong Kong,  is an existing shareholder of the Corporation and, as at the date of this  announcement, holds 24,499,820 Common Shares, representing approximately 0.75%  of the existing issued Common Shares.  Crystal Touch is an independent third party investment company based in Samoa.  Yarui, an independent third party investment company based in Hong Kong, is an  existing shareholder of the Corporation and, as at the date of this  announcement, holds 12,000,000 Common Shares, representing approximately 0.37%  of the existing issued Common Shares.  To the best of the Directors' knowledge, information and belief after having  made all reasonable enquiries, each of Big View, China Life, City Legend,  Crystal Touch and Yarui, 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.  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  to Big View, China Life, City Legend, Crystal Touch and Yarui pursuant to the  Second Placements.  (g)       Reasons for the Second Placements and Use of Proceeds from the  Second Placements  The Directors consider that the Second Placements represent an opportunity to  raise capital for the Corporation at an important time for the Corporation.   The gross proceeds to be raised from the Second Placements will be HK  $384,200,000 (approximately CDN $53.9 million at current exchange rates).  Based on the estimated expenses of approximately HK $356,000 (approximately  CDN $50,000 at current exchange rates), the net proceeds to be raised from the  Second Placements will be approximately HK $383,844,000 (approximately CDN  $53.8 million at current exchange rates). On this basis, the net price per  Common Share under the Second Placements is approximately HK $0.849.  The net proceeds to be raised from the Second Placements 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.  (h)       Fund Raising Activities of the Corporation in the Past Twelve Months  Except for the Revised Placement and the equity fund raising activity  mentioned below, the Corporation has not carried out any other equity fund  raising activities during the past twelve months immediately prior to the date  of this announcement:                                                                     Actual use of     Date of                       Estimated net Intended use  proceeds as     announcement  Event           proceeds      of proceeds   at the date                                                               of this                                                               announcement                                                 To address     December 3,   Placements of                 short term    HK     2013,         197,388,235     HK            capital       $327,788,200     December 10,  Common Shares   $327,788,200  requirements,     2013, January and 144,751,372               corporate     (CDN     10, 2014 and  Common Share    (CDN          objectives    $45,635,461)     January 24,   purchase        $45,635,461)  and for     2014          warrants                      general       used as                                                 corporate     intended                                                 purpose                                                 To address                   Placements of                 short term    HK     January 16,   45,000,000      HK            capital       $74,205,000     2014, January Common Shares   $74,205,000   requirements,     24, 2014 and  and 33,000,000                corporate     (CDN     February 7,   Common Share    (CDN          objectives    $10,497,272)     2014          purchase        $10,497,272)  and for                   warrants                      general       used as                                                 corporate     intended                                                 purposes                                                 To address                   Placements of                 short term    HK                   45,653,958                    capital       $77,611,729     January 24,   Common Shares   HK            requirements,     2014 and      and 33,479,569  $77,611,729   corporate     (CDN     February 28,  Common Share    (CDN          objectives    $11,140,000)     2014          purchase        $11,140,000)  and for       used as                   warrants                      general       intended                                                 corporate                                                 purposes                                   HK                          HK                                   $479,604,929                $479,604,929     Total                                   (CDN                        (CDN                                   $67,272,733)                $67,272,733)  (i)         Effects on Shareholding Structure  The existing shareholding structure of the Corporation and the effect of the  Revised Placement and the Second Placements on the shareholding structure of  the Corporation immediately following the completion of the Revised Placement  and the Second Placements is set out below.      _____________________________________________________________________     |            |                           |Immediately after the       |     |            |As at the date of this     |completion of the Revised   |     |            |Announcement               |Placement and the Second    |     |Name of     |                           |Placements                  |     |Shareholder |___________________________|____________________________|     |            |             |Approximate %|             |Approximate%of|     |            |Number of    |of total     |Number of    |total issued  |     |            |Common Shares|issued Common|Common Shares|Common Shares |     |            |             |Shares(1)    |             |(1)           |     |____________|_____________|_____________|_____________|______________|     |Mr. Tseung  |295,233,035  |9.08         |295,233,035  |7.59          |     |Hok Ming    |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |China Life  |258,802,600  |7.96         |386,802,600  |9.94          |     |____________|_____________|_____________|_____________|______________|     |China       |             |             |             |              |     |Investment  |239,197,500  |7.36         |239,197,500  |6.15          |     |Corporation |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Sinopec     |             |             |             |              |     |Century     |             |             |             |              |     |Bright      |239,197,500  |7.36         |239,197,500  |6.15          |     |Capital     |             |             |             |              |     |Investment  |             |             |             |              |     |Limited     |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Central     |             |             |             |              |     |Huijin      |206,611,560  |6.36         |206,611,560  |5.31          |     |Investment  |             |             |             |              |     |Ltd         |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Immediate   |112,000,000  |3.45         |300,000,000  |7.71          |     |Focus(2)    |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Pyramid     |             |             |             |              |     |Valley      |160,000,000  |4.92         |160,000,000  |4.11          |     |Limited(2)  |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |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     |0            |0.00         |100,000,000  |2.57          |     |Touch       |             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Other       |1,635,302,616|50.31        |1,635,302,616|42.03         |     |Shareholders|             |             |             |              |     |____________|_____________|_____________|_____________|______________|     |Total       |3,250,344,631|100.00       |3,890,344,631|100.00        |     |____________|_____________|_____________|_____________|______________|  Notes:  (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 as at the date of this announcement, and (ii)  approximately 11.82% of the total issued Common Shares immediately following  the completion of the Revised Placement and Second Placements.     3.         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.  4.         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.    SOURCE  Sunshine Oilsands Ltd.  Mr. David Sealock, Interim President & CEO, Tel: (1) 403 984 1446, Email:  investorrelations@sunshineoilsands.com; Website: www.sunshineoilsands.com  http://www.sunshineoilsands.com  To view this news release in HTML formatting, please use the following URL:  http://www.newswire.ca/en/releases/archive/June2014/02/c7895.html  CO: Sunshine Oilsands Ltd. ST: Alberta NI: OIL UTI  
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