Saturn Oil & Gas Announces Board and Management Changes and Voting Results of AGM

Calgary, Alberta--(Newsfile Corp. - June 29, 2023) - Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF) ("Saturn" or the "Company") is pleased to announce additions to Saturn's board of directors (the "Board") and management team, the voting results of its Annual General and Special Meeting of shareholders (the "Meeting") held on June 28, 2023, and the grant of equity-based compensation.

Corporate Updates

Board Additions

Saturn is pleased to welcome two new directors to its board: S. Janet Yang and Andrew Claugus.

Ms. Yang is Research Director, Energy and Mining at GMT Capital Corp. Prior to joining GMT Capital Corp., from 2018 to 2023, Ms. Yang was the Executive Vice President and Chief Financial Officer of W&T Offshore, Inc., a Texas based oil & gas exploration and production company traded on the New York Stock Exchange. Ms. Yang has extensive experience in finance and capital raising, and holds an MBA from the Booth School of Business at the University of Chicago, and a BA in Economics from Rice University.

Mr. Claugus is an entrepreneur and independent businessman, with extensive experience in petroleum engineering. From 2014 to 2022, Mr. Claugus was the Engineering Manager for MECO IV, LLC, which, prior to its acquisition, was a private oil & gas exploration and production company based in Denver, Colorado. Following the sale, Mr. Claugus founded WhiteFin Resources, a privately backed oil and gas company investing in non-operated interests in core areas of established basins. Mr. Claugus holds a Master of Engineering in Petroleum Engineering from Colorado School of Mines, and a BsC in Chemical Engineering, from Case Western Reserve University.

Management

In addition, Saturn is pleased to announce that Grant MacKenzie will be joining Saturn's executive management team as Chief Legal Officer.

Mr. MacKenzie joins us from Dentons Canada LLP, where he has been intimately involved with the Company during its transformational growth since 2021. Mr. MacKenzie was partner with Dentons and the Corporate co-lead of the Calgary office since 2018, and brings the experience of a 21 year legal career to the Company. Mr. MacKenzie has extensive experience dealing with public issuers, including with respect to capital markets, mergers and acquisitions, public offerings and stock exchange compliance advice and will be a valued addition to our management team.

AGM Results

In addition, Saturn is pleased to report that that all matters presented at the Meeting were approved. A total of 51,945,625 common shares representing 37.47% of the total 138,631,875 outstanding common shares ("Common Shares") of the Company were voted at the Meeting.

At the Meeting, the number of directors to be elected to the Board was fixed at eight (8), with 99.99% of votes in favour. All eight director nominees were elected, with the results of the election as follows:

Name of Nominee	Votes for	Percentage of Votes
John Jeffrey	46,216,704	88.97%
Ivan Bergerman	50,739,120	97.68%
Murray (Jim) Payne	50,181,742	99.94%
Christopher Ryan	46,568,204	89.65%
Grant MacKenzie	46,166,904	88.88%
Thomas Gutschlag	50,158,542	99.90%
S. Janet Yang	50,197,267	99.97%
Andrew Claugus	50,197,267	99.97%

 

All other matters considered at the Meeting were approved by the shareholders, including:

• The appointment of KPMG LLP as the auditor of the Company (99.99% of votes in favour)

• Approval of Saturn's new Long-Term Incentive Plan (96.85% of votes in favour)

• Approval of Saturn's Advance Notice By-Law (97.20% of votes in favour).

The full text of each resolution and biography of the director nominees is set forth in the management information circular of the Company dated May 30, 2023 available on the Company's profile at www.sedar.com.

Equity Compensation Grants

In connection with approval of Saturn's new Long Term Incentive Plan, Saturn has granted 177,004 Restricted Share Units (the "RSUs") to certain executives, directors and new employees. The RSUs were granted at a price of $2.51 per RSU (equal to the issue price of our prior April 3 grants) and vest in equal tranches over three years. Upon vesting, each RSU may be settled in cash, common shares issued from treasury or purchased in the market at the discretion of the Board.

Saturn also granted 666,666 Performance Share Units ("PSUs") to certain senior executive officers. The PSUs vest one year from the date of grant, and at the discretion of the Board of Directors may be settled in cash, common shares issued from treasury or purchased in the market at a payout ratio of 50%-150% subject to the achievement of certain corporate performance objectives.

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, West Central Saskatchewan and Central Alberta 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 under ticker 'SOIL' and the Frankfurt Stock Exchange under symbol 'SMKA' and the OTCQX under symbol "OILSF". For further information about Saturn, please visit our website at www.saturnoil.com.

Saturn Oil & Gas Investor & Media Contacts:

John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7902
www.saturnoil.com

Kevin Smith, MBA - VP Corporate Development
Tel: +1 (587) 392-7900
www.saturnoil.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/171727