Calgary, Alberta–(Newsfile Corp. – June 4, 2021) – Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMK) (“Saturn” or the “Company“) is pleased to announce that, further to the Company’s press releases dated May 13, 2021, May 17, 2021 and May 28, 2021, it has closed the brokered and non brokered private placements for total proceeds of $32.8 million.
“With the closing of these financings, Saturn is one step closer to concluding our transformational acquisition of high-quality, light oil assets in Southeast Saskatchewan, which will position our Company as a disciplined, free-cash flow generating engine designed to drive value for shareholders and other stakeholders,” said John Jeffrey, CEO of Saturn. “We appreciate the market’s confidence in our story, demonstrated by the rapid execution of these financings, which provide Saturn with the financial flexibility to enhance our assets for the foreseeable future.”
Pursuant to the brokered portion of the offering (the “Brokered Financing“) lead by Echelon Wealth Partners Inc. together with Canaccord Genuity Corp. (collectively, the “Agents“), Saturn closed a private placement of 115,000,000 subscription receipts (the “Subscription Receipts“) at a price of $0.12 per Subscription Receipt (the “Financing Price“) for aggregate gross proceeds of $13.8 million, including exercise in full of the Agents’ 15% over-allotment option.
The gross proceeds from the sale of the Subscription Receipts, less 50% of the Agents’ fee with respect to such sale, will be held by Computershare Trust Company of Canada, as subscription receipt agent, pending satisfaction of the Escrow Release Condition (as defined below) pursuant to the terms of the subscription receipt agreement entered into upon closing of the Brokered Financing (the “Subscription Receipt Agreement“).
Each Subscription Receipt will, following completion of the previously announced proposed acquisition (the “Acquisition“) of certain light oil assets in Southeast Saskatchewan (see the Company’s May 13, 2021 press release) and the satisfaction of certain escrow release conditions as further described in the Subscription Receipt Agreement (the “Escrow Release Conditions“), entitle the holder to receive, without the payment of additional consideration or taking of further action, one special warrant of the Company (each a “Special Warrant“) on the terms set out below.
In connection with the Brokered Financing, the Agents received a cash commission equal to 7% of the aggregate gross proceeds of the Brokered Financing and were issued compensation special warrants (“Compensation Special Warrants“) equal to 7% of the number of Subscription Receipts sold in the Brokered Financing. Each Compensation Special Warrant will be exercisable into one (1) compensation option (a “Compensation Option“), for no additional consideration, at any time after the closing of the Brokered Financing (the “Closing“), and each Compensation Special Warrant not previously exercised shall be deemed exercised on the later of (i) the day after a receipt is issued for a final prospectus qualifying the Units (as defined below) for distribution in qualifying jurisdictions and (ii) the date that is four months and one day following the Closing. Each Compensation Option shall entitle the holder thereof to purchase one Unit (on the same terms as the Units below) at an exercise price of $0.12 at any time up to 24 months following the Closing.
The Company also closed the final tranche of its non-brokered financing (“Non-Brokered Financing” and together with the Brokered Financing, the “Financings“) for an additional 64,583,333 Special Warrants (for a total of 153,333,333 Special Warrants in the Non-Brokered Financing) at the Financing Price for aggregate gross proceeds in the Non-Brokered Financing of $18.4 million. In connection with the Non-Brokered Financing, the certain finders received an aggregate of $813,400 in finder’s fees and 6,779,090 Compensation Special Warrants.
On satisfaction of the Escrow Release Conditions, the Company will have 268,333,333 Special Warrants outstanding. Each Special Warrant will be convertible into one unit of Saturn (each, a “Unit“) without payment of additional consideration and shall be deemed to have been converted on the earlier of (a) four (4) months and one day from the date of issuance, and (b) five (5) days after receipt of a final receipt for a short form prospectus filed in compliance with applicable Canadian securities laws.
Each Unit will be comprised of one common share in the capital of the Company (each a “Common Share“) and one Common Share purchase warrant (each a “Warrant“), each Warrant entitling the holder thereof to purchase one Common Share (each a “Warrant Share“) in the capital of the Company at an exercise price of $0.16 per Warrant Share for 24 months from date of issuance of the Special Warrant. The Company intends to apply to list the Warrants on the TSX Venture Exchange (the “Exchange“).
The Company will use commercially reasonable efforts to prepare, file and get receipted for a final short form prospectus in the provinces where the Special Warrants are sold, qualifying the distribution of the Units and the Compensation Options. If a receipt for a final prospectus is not received on or before June 30, 2021, each Special Warrant will thereafter be convertible into 1.20 Units.
A portion of the proceeds of Financings will be used to fund the purchase price of the Acquisition and related closing adjustments associated therewith.
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 Southeast Saskatchewan that provide an 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 Exchange under symbol ‘SMK’. Further information and a corporate presentation is available on Saturn’s website at http://www.saturnoil.com/.
Investor & Media Contact:
Saturn Oil & Gas
John Jeffrey, MBA – Chief Executive Officer & Chairman
Tel: +1 (587) 392-7902
Neither 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 release.
This press release is not an offer of the securities for sale in the United States. The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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”, “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, statements concerning: the qualification for distribution of the Units and the Compensation Options, including the timing thereof and the receipt of required legal and regulatory approvals therefor; the satisfaction of the Escrow Release Conditions; the listing of the Warrants on the Exchange; and the use of proceeds from the Financings.
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.
Forward-looking information is based on a number of factors and assumptions which have been used to develop such information but which may prove to be incorrect. Although Saturn believes that the expectations reflected in its forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because Saturn can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals and the satisfaction of all conditions to the completion of the Private Placements. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.
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.
All dollar figures included herein are presented in Canadian dollars.
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