Sunshine Announces Pricing of US$200 Million Senior Secured Notes
CALGARY, Alberta and HONG KONG, August 5, 2014 /PRNewswire/ — This announcement is made in accordance with the Inside Information Provision under Part XIVA of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
By Order of the Board of Sunshine Oilsands Ltd.
Michael John Hibberd
Hong Kong, August 5, 2014
As at the date of this announcement, the Board consists of Mr. Michael John Hibberd and Mr. Jin Hu 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. Robert John Herdman, Mr. Gerald Franklin Stevenson and Mr. Zhefei Song as independent non-executive directors.
* For identification purposes only
Sunshine Oilsands Ltd. (the “Corporation” or “Sunshine“) (HKEX: 2012, TSX: SUO) is pleased to announce the pricing of its previously announced offering of senior secured notes (the “Notes“). Sunshine will issue US$200 million principal amount of Notes at an offering price of US$938.01 per US$1,000 principal amount.
The Notes will bear interest at a rate of 10% per annum and will have a final maturity date of August 1, 2017. If by February 1, 2016, Sunshine has not: (1) received at least US$50,000,000 of net cash proceeds from one or more equity offerings; and (2) deposited, or caused to be deposited, cash in an amount sufficient to pay: (x) one year of interest payments on the aggregate principal amount of Notes outstanding on February 1, 2016; and (y) the Yield Maintenance Premium (as defined below), then the final maturity date of the notes shall be August 1, 2016.
Sunshine will be required to pay to the holders of any Notes outstanding on August 1, 2016 a yield maintenance premium of 7.298% of the aggregate principal amount of Notes (the “Yield Maintenance Premium“).
The Notes are redeemable by Sunshine at any time prior to maturity subject to the payment of applicable call premiums to the holders of the Notes.
The Notes were offered in each of the Provinces of Canada and in the United States on a private placement basis through a syndicate of underwriters. The completion of the offering is anticipated to occur on August 8, 2014.
Sunshine intends to use the proceeds from the offering of the Notes, together with the proceeds from the June 25, 2014 private placement of US$70,000,000 of Class “A” common voting shares of Sunshine and the recently completed asset sale by Sunshine (i) to fund expenditures associated with the anticipated final construction and development necessary to complete phase one at the Sunshine’s West Ells asset; (ii) to settle outstanding accounts payable; (iii) to fund the first three interest payments on the Notes in an interest escrow account to be established pursuant to the Note indenture; (iv) for general corporate purposes; and (v) to pay fees and expenses.
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.
DISCLAIMER AND FORWARD LOOKING INFORMATION
This news release does not constitute an offer of any security for sale in the United States or in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Notes will not, except in limited circumstances, be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“) or the securities laws of any state, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes may be offered and sold in Canada, on a private placement basis pursuant to available prospectus exemptions. The Notes may be offered in the United States only to “qualified institutional buyers” (as defined in Rule 144A (“Rule 144A”) under the U.S. Securities Act) in reliance on Rule 144A under the U.S. Securities Act and outside the United States in reliance on Regulation S under the U.S. Securities Act.
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.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This release may not be distributed in or into the United States. This release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The Corporation has not registered and will not register the Shares under the US Securities Act of 1933, as amended. The Corporation does not intend to engage in a public offering of Shares in the United States.