Sunshine Oilsands Ltd. Announces Partial Closing Of The Private Placement Of HK$142.8 Million Of Common Shares And Warrants To Pyramid Valley Limited Under The General Mandate

CALGARY, Alberta and HONG KONG, Feb. 28, 2014 /CNW/ - Sunshine Oilsands Ltd. (the "Corporation") (HKEX: 2012, TSX: SUO) is pleased to announce today that it has completed the closing of 45,653,958 Units (the "Partial Closing") of its private placement of 84,000,000 Units of the Corporation to Pyramid Valley Limited ("Pyramid Valley") at a price of HK$1.70 per Unit (approximately CDN$0.24 per Unit) (the "Third Placing").

Each Unit is comprised of one Class "A" Common Voting Share of the Corporation (the "Common Share") and one-third of one purchase warrant of the Corporation (the "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.

Upon the Partial Closing, the Corporation has received total gross proceeds of HK$77,611,729 (equivalent to US$10,000,000) for the issuance of 45,653,958 Common Shares (the "Issued Shares") and 15,217,986 Warrants to Pyramid Valley. As announced by the Corporation in the Announcements, the Corporation will issue 18,261,583 Warrants to Million View Limited as a finders' fee in connection with the Third Placing.

The Issued Shares represent (i) approximately 1.43% of the existing issued Common Shares and (ii) immediately following the Partial Closing, approximately 1.41% of the enlarged total issued Common Shares.

An announcement will be issued when the Corporation completes the final closing of the Third Placing.

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 and petroleum and natural gas 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.

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.