Calgary, Alberta–(Newsfile Corp. – June 8, 2022) – Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMKA) (“Saturn” or the “Company“) is pleased to announce that, further to the Company’s May 31, 2022 press release, it has closed its previously announced bought deal offering of subscription receipts, including full exercise of the over-allotment option (the “Bought Deal Offering“). Pursuant to the Bought Deal Offering, the Company issued a total of 27,181,860 subscription receipts (“Subscription Receipts“) at a price of $2.75 per Subscription Receipt for gross proceeds of $74,750,115 (including full exercise of the Underwriters’ over-allotment option).
Each Subscription Receipt represents the right of the holder to receive, immediately prior to closing of the previously announced Viking Acquisition (expected to close on or about July 6, 2022), without payment of additional consideration, one unit of the Company (each, a “Unit“). Each Unit will consist of one common share of the Company (a “Share“) and one half of one common share purchase warrant of the Company (each whole warrant, a “Warrant“). Each Warrant will be exercisable to acquire one Share for 12 months and a day following the date of issue at an exercise price of $3.20, subject to adjustment in certain events.
If the Viking Acquisition is not completed by October 6, 2022 (being 120 days from the closing date of the Bought Deal Offering) or if the Viking Acquisition is terminated at an earlier time, the gross proceeds of the Bought Deal Offering and pro rata entitlement to interest earned or deemed to be earned on the gross proceeds of the Bought Deal Offering, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
The Company will direct the proceeds of the Bought Deal Offering towards the Viking Acquisition as well as drilling and completions work, working capital, and general corporate purposes, as further described in the Company’s prospectus supplement dated June 2, 2022 to the Company’s final base shelf prospectus dated May 19, 2022 (collectively, the “Prospectus“).
The Bought Deal Offering was completed by way of the Prospectus and was underwritten by Canaccord Genuity Corp., Eight Capital and Echelon Capital Markets Inc., as co-lead Underwriters, and including Beacon Securities Limited and Velocity Trade Capital (collectively, the “Underwriters“). The Underwriters were issued 1,619,962 broker warrants (“Broker Warrants“) in connection with the Bought Deal Offering. Each Broker Warrant will entitle the holder to receive, for no additional consideration, at the time of conversion of the Subscription Receipts, one compensation option. Each compensation option will be exercisable into one unit of the Company on the same terms as the Units (a “Compensation Unit“) at an exercise price of $2.75 until June 8, 2024. Each Compensation Unit will be comprised of one Share (a “Compensation Unit Share“) and one half of one Warrant (a “Compensation Unit Warrant“). Each Compensation Unit Warrant will be exercisable for one additional Share (a “Compensation Unit Warrant Share“) at a price of $3.20 for a period of 12 months plus one day from their date of issuance. The Underwriters also received a cash commission of 6.0% (3.0% in respect of certain President’s list subscribers) in respect of the Bought Deal Offering.
The TSX Venture Exchange (“TSXV“) has conditionally accepted for listing the 27,181,860 Subscription Receipts. The Company expects that the Subscription Receipts will be listed for trading under the symbol “SOIL.R” effective at the opening of markets on June 10, 2022.
In addition, the Company wishes to announce its intention to complete a non-brokered offering (the “Non-Brokered Offering“) of units (“Private Placement Units“) to certain strategic investors who were unable to participate in the Bought Deal Offering. The Non-Brokered Offering will be for up to 1,090,909 Private Placement Units at a price of $2.75 per Private Placement Unit for total proceeds of up to $3 million. Each Private Placement Unit will consist of one Share and one-half of one Warrant. Each whole Warrant will be issuable on the same terms as the Warrants under the Bought Deal Offering, subject to adjustment in certain events.
The Company intends to use the net proceeds of the Non-Brokered Offering to accelerate and expand capital expenditures in today’s high oil price environment, for working capital and general corporate purposes. Closing of the Non-Brokered Offering is expected to occur on or before the closing of the Viking Acquisition, or such other date as the Company may choose (the “Closing Date“) and is subject to customary closing conditions, including the approval of the TSXV. The Non-Brokered Offering will take place by way of a private placement pursuant to applicable exemptions from the prospectus requirements in those jurisdictions where the Non-Brokered Offering can lawfully be made. The securities issued pursuant to the Non-Brokered Offering will have a hold period of four months and one day from the closing date in accordance with applicable securities laws.
About Saturn Oil & Gas Inc.
Saturn Oil & Gas Inc. is a growing Canadian energy company focused on generating positive shareholder returns through the continued responsible development of high-quality, light oil weighted assets, supported by an acquisition strategy that targets highly accretive, complementary opportunities. Saturn has assembled an attractive portfolio of free-cash flowing, low-decline operated assets in Southeastern Saskatchewan and West Central Saskatchewan that provide a deep inventory of long-term economic drilling opportunities across multiple zones. With an unwavering commitment to building an ESG-focused culture, Saturn’s goal is to increase reserves, production and cash flows at an attractive return on invested capital. Saturn’s shares are listed for trading on the TSXV under ticker ‘SOIL’ and on the Frankfurt Stock Exchange under symbol ‘SMKA’.
Further information and a corporate presentation is available on Saturn’s website at www.saturnoil.com.
Saturn Oil & Gas Investor & Media Contacts:
John Jeffrey, MBA – Chief Executive Officer
Tel: +1 (587) 392-7902
Kevin Smith, MBA – VP Corporate Development
Tel: +1 (587) 392-7900
FORWARD-LOOKING INFORMATION AND STATEMENTS.
Certain information included in this press release constitutes forward-looking information under applicable securities legislation. Forward-looking information typically contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “project”, “scheduled”, “will” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release includes, but is not limited to, the use of proceeds of the Bought Deal Offering, completion of the Viking Acquisition, conversion of the Subscription Receipts, the use of proceeds from the Non-Brokered Offering, and closing of the Non-Brokered Offering.
The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by Saturn, including expectations and assumptions concerning: the timing of closing of the Viking Acquisition and access to and sufficiency of capital. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
Although Saturn believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Saturn can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the ability to close the Non-Brokered Offering in the timeframe and for the amounts expected, or at all, ability to accelerate capital expenditure programs, risks associated with the oil and gas industry in general (e.g., operational risks in development, exploration and production; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production, costs and expenses, and health, safety and environmental risks), constraint in the availability of services, commodity price and exchange rate fluctuations, the current COVID-19 pandemic, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures. These and other risks are set out in more detail in Saturn’s amended and restated Annual Information Form for the year ended December 31, 2021.
The forward-looking information contained in this press release is made as of the date hereof and Saturn undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.