Saturn Oil & Gas Inc. Announces Closing of Bought Deal Offering and Concurrent Non-Brokered Private Placement

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CALGARY, AB,  March 10, 2022 /CNW/ - Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMKA) ("Saturn" or the "Company") is pleased to announce that further to the Company's February 17, February 18 and February 28, 2022 press releases, it has closed its previously announced Bought Deal Offering and concurrent Non-Brokered Private Placement offerings (the "Offerings").  Pursuant to the Bought Deal Offering, the Company issued 6,141,000 units ("Units") for $3.00 per Unit (including full exercise of the Underwriters' over-allotment option) for gross proceeds of $18,423,000.  Under the Company's concurrent Non-Brokered Private Placement the Company issued 730,000 Units for gross proceeds of $2,190,000.  Total gross proceeds raised under the Offerings was $20,613,000.

The Units issued pursuant to the Offerings were issued for $3.00 per Unit and consisted of one common share (a "Share") of the Company and one common share purchase warrant ("Warrant") of the Company.  Each Warrant will be exercisable to acquire one Share for 36 months following the Closing Date, at an exercise price of $4.00.

The Company will direct the proceeds of the Offerings towards its recently closed Strategic Acquisition as well as drilling and completions work, working capital, and general corporate purposes.

Bought Deal Offering

The Bought Deal Offering was completed by way of a short form prospectus underwritten by Echelon Capital Markets Inc. as lead Underwriter and including Beacon Securities Limited, Canaccord Genuity Corp., Raymond James Ltd., and Velocity Trade Capital (collectively, the "Underwriters").  The Underwriters were issued 399,165 broker warrants ("Broker Warrants") in connection with the Bought Deal Offering. Each Broker Warrant is exercisable into one Unit on the same terms as the Units (a "Compensation Unit") at an exercise price of $3.00 for a period of 24 months from the Closing Date. Each Compensation Unit will be comprised of one Share (a "Compensation Unit Share") and one common share purchase 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 $4.00 per Compensation Unit Warrant for a period of 36 months from the Closing Date.

Concurrent Private Placement

The Concurrent Private Placement was completed to facilitate the participation of certain strategic European investors of the Company.  The Shares and Warrants shares issued pursuant to the Non-Brokered Private Placement will have a hold period of four months and one day from the Closing Date in accordance with applicable 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.

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

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 the use of proceeds of the Offerings.

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, 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.

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.

Saturn Oil & Gas Investor & Media Contacts: John Jeffrey, MBA - Chief Executive Officer, Tel: [phone], www.saturnoil.com; Kevin Smith, MBA - VP Corporate Development, Tel: [phone], [email protected]