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 
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CO: Sunshine Oilsands Ltd.
ST: Alberta
NI: OIL UTI  
-0- Jun/02/2014 14:08 GMT
 
 
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