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CALGARY,
AB, Jan. 31, 2023 /CNW/ - Saturn Oil
& Gas Inc. (TSXV: SOIL) (FSE: SMKA) ("Saturn" or the
"Company") is pleased to announce that, further to the
Company's January 20, 2023 press
release, it has closed its previously announced bought deal
offering (the "Bought Deal Offering").
Pursuant to the Bought Deal Offering, the Company issued a total of
59,242,000 subscription receipts ("Subscription Receipts")
at a price of $2.11 per Subscription
Receipt for gross proceeds of $125,000,620. The Bought Deal Offering was
completed by way of a prospectus supplement to the Company's base
shelf prospectus and was underwritten by Echelon Capital Markets
("Echelon"), as sole bookrunner and co-lead, Canaccord
Genuity Corp., as co-lead, and with syndicate underwriters
including Eight Capital, Beacon Securities Limited and Paradigm
Capital Inc. (collectively, the "Underwriters"). The
Underwriters received a cash commission of 5.0% of the gross
proceeds of the Bought Deal Offering. As previously
indicated, the Company has received more than $110 million in strategic equity commitments from
GMT Capital Corp., Libra Advisors, LLC, and two other lead
institutional investors.
Each Subscription Receipt represents the right of the holder to
receive, upon closing of the Company's previously announced
arrangement to acquire Ridgeback Resources Inc. by way of statutory
plan of arrangement (the "Ridgeback Acquisition") (expected
to close in Q1 2023), without payment of additional consideration,
one common share of the Company.
If the Ridgeback Acquisition is not completed by May 31, 2023 (being 120 days from the closing
date of the Bought Deal Offering) or if the Ridgeback 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 use the net proceeds of the Bought Deal
Offering to pay for a portion of the cash consideration of the
Ridgeback Acquisition and for general working capital purposes, as
further described in the Company's prospectus supplement dated
January 24, 2023 to the Company's
final base shelf prospectus dated May 19,
2022 (collectively, the "Prospectus").
The TSX Venture Exchange ("TSXV") has conditionally
accepted for listing the 59,242,000 Subscription Receipts, subject
to receipt of final approval.
Related Party Transaction
Certain insiders of the Company (the "Participating
Insiders") participated in the Bought Deal Offering and
acquired an aggregate of 272,500 Subscription Receipts. The
participation of the Participating Insiders constitutes a "related
party transaction", as such term is defined in Multilateral
Instrument 61-101 – Protection of Minority Shareholders in
Special Transaction ("MI 61-101"). The Company is
relying on exemptions from the formal valuation and minority
shareholder approval requirements provided under sections 5.5(a)
and 5.7(1)(a) of MI 61-101 on the basis that the fair market value
of the Participating Insiders' participation in the Bought Deal
Offering does not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company
did not file a material change report more than 21 days before the
closing date of the Bought Deal Offering due to the limited time
between the launch and closing date.
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.
Reader Advisory
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 Ridgeback Acquisition and
the conversion of the Subscription Receipts.
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 Ridgeback 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 Ridgeback Acquisition in the timeframe
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.
SOURCE Saturn Oil & Gas Inc.
