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CALGARY, AB, Feb. 17, 2022 /CNW/ - Saturn Oil & Gas Inc.
(TSXV: SOIL) (FSE: SMKA) ("Saturn" or the "Company")
is pleased to announce that the Company has: (i) entered into an
arms-length agreement to acquire certain synergistic oil & gas
assets in West-central Saskatchewan (the "Strategic
Acquisition") for total consideration of approximately
$8.3 million (the "Transaction
Value" or "TV"), (ii) given notice to repay its
second-lien senior secured term notes (the "Term Notes") in
the amount of approximately $32.1
million, (iii) entered into an amended and restated term
loan agreement with its senior secured lender (the "Lender")
of the existing senior secured term loan (the "Senior Term
Loan") by expanding the principal amount by approximately
$38.0 million (together, the "Debt
Consolidation"), and (iv) has entered into an agreement with
Echelon Capital Markets Inc. (the "Lead Underwriter"),
acting as lead underwriter on behalf of a syndicate of underwriters
(collectively, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase 2,670,000 units
("Units") from the Company at a price of $3.00 per Unit (the "Issue Price") and
offer them to the public by way of short form prospectus for
aggregate gross proceeds of $8,010,000 (the "Bought Public
Offering").
"The Strategic Acquisition, Debt Consolidation and Bought Public
Offering are important achievements to allow Saturn the flexibility
to expand our capital spending budget and accelerate the Company's
growth in this strong oil price environment," stated John Jeffrey, CEO of Saturn.
Strategic Acquisition
Saturn has entered into an arms-length definitive agreement to
acquire certain oil & gas assets for total consideration of
$8.3 million, prior to closing
adjustments. The synergistic assets are located in the Plato area of West-central Saskatchewan and compliment the Company's
existing Viking Assets. The Strategic Acquisition
includes:
- 240 bbl/d of light oil (February
2022 field estimate);
- Numerous light oil, de-risked drilling locations; and
- Over 100 net sections of crown and freehold land rights.
The Strategic Acquisition is anticipated to generate annualized
net operating income ("NOI") of approximately, $4.5 million, implying a 1.8x TV/NOI multiple,
assuming a US$75/bbl WTI
pricing. The Strategic Acquisition is scheduled to close on
February 28, 2022, with an effective
date of January 1, 2022. Additional
information on the Strategic Acquisition will be available upon
closing of the Transaction.
Prior to the acquisition, Saturn's corporate production for
January 2022, based on field
estimates, was 7,250 boe/d.
Debt Consolidation
Saturn remains committed to reducing debt levels and forecasts
that approximately 45% of adjusted funds flow from operations will
be directed towards debt repayment in the near term. The Term Notes
are expected to be retired at approximately $32.1 million with proceeds from the expanded
Senior Term Loan which is projected to have a total principal
amount outstanding of approximately $103.2
million post consolidation. The stated maturity date for the
repayment of the Senior Term Loan remains unchanged at June 7, 2024, while the repayment schedule and
monthly principal payments have been amended, as
follows:
- 2022 principal payments of $34.5
million (33.3%);
- 2023 principal payments of $37.9
million (36.7%); and
- 2024 principal payments of $31.0
million (30.0%).
Based on forecast production rates and hedged commodity prices,
Saturn anticipates having the financial flexibility to accelerate
debt repayments, if determined by the Company to be the most
prudent use of capital. By consolidating the Company's debt
with the Lender, the Company will have the flexibility to amend
capital plans and increase responsiveness to market conditions. The
repayment of the Term Notes requires certain pre-payment charges as
outlined in the credit agreement.
Bought Public Offering Details
Each Unit will consist of one common share (a "Share")
and one common share purchase warrant of the Company (a
"Warrant"). Each Warrant will be exercisable to acquire one
Share for 36 months following the closing date, at an exercise
price of $4.00, subject to adjustment
in certain events. The Company will make reasonable efforts to list
the Warrants.
The Company has also granted the Underwriters an over-allotment
option to purchase up to an additional 400,500 Units at the Issue
Price, exercisable in whole or in part at any time up to 30 days
following the closing date of the Bought Public Offering.
The Company intends to use the net proceeds of the Bought Public
Offering to expand capital expenditures, fund a portion of the
consideration for the Strategic Acquisition, for working capital
and general corporate purposes. The Bought Public Offering will be
completed (i) by way of a short form prospectus of the Company to
be filed in all of the provinces and territories of Canada, except Quebec, (ii) on a private placement basis in
the United States pursuant to
exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") and
(iii) outside Canada and
the United States on a basis which
does not require the qualification or registration of any of the
Company's securities under domestic or foreign securities laws.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of securities in the United States. The securities have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Closing of the Bought Public Offering is expected to occur on or
about March 10, 2022, or such other
date as the Company and the Underwriters may agree, and is subject
to customary closing conditions, including, the approval of the
securities regulatory authorities and the TSX Venture Exchange.
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 TSX.V 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.
Reader Advisory
NON-GAAP MEASURES
This news release includes non-GAAP measures as further
described herein. These non-GAAP measures do not have a
standardized meaning prescribed by IFRS and, therefore, may not be
comparable with the calculation of similar measures by other
companies. Management believes that the presentation of these
non-GAAP measures provides useful information to investors and
shareholders as the measures provide increased transparency and the
ability to better analyze performance against prior periods on a
comparable basis.
"Adjusted funds flow" adjusts funds flow for items outside the
scope of operations such as transactions costs and decommissioning
expenditures. Saturn uses adjusted funds flow as a key measure to
demonstrate the Company's ability to generate funds to repay debt
and fund future capital investment. Adjusted funds flow per share
is calculated using the same weighted average basic and diluted
shares that are used in calculating income (loss) per share.
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 may include, but is not limited to: (i) the ability to pay
out the second-lien debt, the timing and sufficiency of funds to
make the scheduled debt repayment on the Senior Term Loan, strategy
of the Company, timing, and ability of the Company to close the
Bought Public Offering, timing of receive of TSX Venture Exchange
approval of the 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 and success of future drilling, development and
completion activities, the performance of existing wells, the
performance of new wells, the availability and performance of
facilities and pipelines, the geological characteristics of
Saturn's properties, commodity prices, the application of
regulatory and licensing requirements, the availability of capital,
labour and services, 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, 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 or break-up 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 Annual Information Form for the year ended December 31, 2020.
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.
BOE PRESENTATION
Boe means barrel of oil equivalent. All boe conversions in this
news release are derived by converting gas to oil at the ratio of
six thousand cubic feet ("Mcf") of natural gas to one barrel
("Bbl") of oil. Boe may be misleading, particularly if used in
isolation. A Boe conversion rate of 1 Bbl : 6 Mcf is based on an
energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the
wellhead. Given that the value ratio of oil compared to natural gas
based on currently prevailing prices is significantly different
than the energy equivalency ratio of 1 Bbl: 6 Mcf, utilizing a
conversion ratio of 1 Bbl: 6 Mcf may be misleading as an indication
of value.
ABREVIATIONS AND FREQUENTLY REOCCURING TERMS
Saturn uses the following abbreviations and frequently recurring
terms in this press release: "WTI" refers to West Texas
Intermediate, a grade of light sweet crude oil used as benchmark
pricing in the United States;
"bbl" refers to barrel; "bbl/d" refers to barrels per day.
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.
SOURCE Saturn Oil & Gas Inc.