Saturn Oil & Gas Inc. Announces the Closing of the Saskatchewan Asset Acquisition

Rhea-AI Summary

Saturn Oil & Gas has completed the acquisition of oil-weighted assets in Southern Saskatchewan.

The purchase was financed through a high-yield note offering and a $100 million bought deal subscription receipt financing.

The company has repaid its Senior Secured Term Loan, leaving a current outstanding debt of $650 million and an undrawn $150 million reserves-based loan.

Subscription Receipts were converted to common shares, and $96 million was released from escrow.

Saturn plans to use the free cash flow generated from these assets to pay down debt and make strategic acquisitions, with future plans for dividends and share buybacks.

The company has received corporate and bond credit ratings from S&P Global Ratings and Moody's Ratings.

Positive

• Completed acquisition of oil-weighted assets in Southern Saskatchewan, boosting asset portfolio.
• Financed acquisition with high-yield notes and $100 million subscription receipt financing, demonstrating strong capital management.
• Repayment of Senior Secured Term Loan, simplifying debt structure.
• Secured an undrawn $150 million reserves-based loan facility, providing additional financial flexibility.
• Plans for future dividends and share buybacks, indicating potential shareholder returns.
• Received B corporate family rating and BB- Notes rating from S&P Global Ratings.
• Received B2 corporate family rating and B2 Notes rating from Moody's Ratings.

Negative

• Total outstanding debt remains high at $650 million, posing financial risk.
• High-yield note offering at 9.625%, indicating expensive debt servicing costs.
• The company's financial leverage remains elevated, which could impact future borrowing.

Calgary, Alberta--(Newsfile Corp. - June 14, 2024) - Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF) ("Saturn" or the "Company") today announced the completion of the previously announced acquisition of oil-weighted assets in Southern Saskatchewan (the "Acquisition").

The net cash purchase price of the Acquisition was funded by proceeds of the recently closed 9.625% high yield note ("Note") offering, together with the proceeds of the recently closed $100 million bought deal subscription receipt (the "Subscription Receipts") financing. In addition, the Company has repaid and retired the entire principal amount of the Company's previously outstanding Senior Secured Term Loan. Saturn's total current outstanding debt is now US$650 million.

Saturn has also secured a $150 million reserves-based loan ("RBL") lending facility led by National Bank of Canada and including ATB Financial and Goldman Sachs Bank USA, which is undrawn at closing. In accordance with their terms, each Subscription Receipt issued pursuant to the bought deal equity financing was exchanged for one common share in the capital of the Company (each, a "Common Share") concurrently with the closing of the Acquisition, and the net proceeds of approximately $96 million were released from escrow to fund a portion of the purchase price of the Acquisition. Holders of Subscription Receipts are not required to take any action in order to receive the underlying Common Shares, and the Subscription Receipts are expected to be de-listed from trading on the TSX as of the close of business on June 17, 2024.

"Saturn will continue to focus on generating high rates of return on invested capital and maximizing the free cash flow from our low decline, oil weighted producing assets in Saskatchewan and Alberta," commented John Jeffrey, Chief Executive Officer. "The expanded free cash flow, pro forma this acquisition, will be used to pay down the Notes on their scheduled 10% annual amortization schedule (to be paid quarterly) and for strategic tuck-in acquisitions. As the Company de-levers, Saturn intends to implement a shareholder return model utilizing dividends and share buy-backs, subject to approvals of the Toronto Stock Exchange and Saturn's board of directors."

Corporate and Bond Credit Ratings

Saturn has received B corporate family rating and BB- rating on the Notes from S&P Global Ratings. Additionally, the Company has received a B2 corporate family rating and a B2 rating on the Notes from Moody's Ratings.

Advisors

Goldman Sachs and Echelon Capital Markets acted as strategic advisors to Saturn on the Acquisition and Goldman Sachs was the lead bookrunner on the Note Offering. National Bank of Canada Financial Inc. and ATB Securities Inc. were joint bookrunners on the Note Offering and were co-arrangers of the new RBL, along with Goldman Sachs. Echelon Capital Markets acted as financial advisor to Saturn on the Acquisition and as co-manager on the Note Offering. Dentons Canada LLP was the Company's legal counsel on the Acquisition, the RBL and the Subscription Receipt Financing. DLA Piper (Canada) LLP acted as counsel to the underwriters of the Subscription Receipt Financing. Osler, Hoskin & Harcourt LLP and Baker Botts L.L.P. were Canadian and US legal counsel, respectively, to Saturn with respect to the Note Offering. Latham & Watkins and Torys LLP were legal counsel to Goldman Sachs with respect to the Note Offering and Blakes Cassels & Graydon LLP was legal counsel to National Bank on the RBL.

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 Saskatchewan and 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' on the Frankfurt Stock Exchange under symbol 'SMKA' and on the OTCQX under the ticker 'OILSF'.

Further information available on Saturn's website at www.saturnoil.com.

Saturn Oil & Gas Investor & Media Contacts:
John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7900
www.saturnoil.com

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

Non-GAAP and other Financial Measures

Throughout this news release and in other materials disclosed by the Company, we employ certain measures to analyze financial performance, financial position and cash flow. These non-GAAP and other financial measures do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similar measures provided by other issuers. Non-GAAP and other financial measures should not be considered to be more meaningful than GAAP measures which are determined in accordance with IFRS, such as net income (loss) and cash flow from operating activities as indicators of our performance. The Company's audited financial statements and MD&A for year ended December 31, 2023 are available on the Company's website at www.saturnoil.com and under our SEDAR+ profile at year www.sedarplus.ca. The disclosure under the section "Non-GAAP and Other Financial Measures" including non-GAAP financial measures and ratios, capital management measures and supplementary financial measures in the MD&A is incorporated by reference into this news release.

The following are non-GAAP financial measures: capital expenditures, free funds flow, net operating expenses and operating netback and operating netback net of derivatives. Where applicable, these non-GAAP financial measures are presented on a multiple, per boe or a per share basis resulting in non-GAAP financial ratios. These non-GAAP financial measures and ratios are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. See the disclosure under the section "Non-GAAP Financial Measures and Ratios" in our MD&A for the year ended December 31, 2023, for an explanation of the composition of these measures and ratios, how these measures and ratios provide useful information to an investor, and the additional purposes, if any, for which management uses these measures and ratios.

The following are capital management measures used by the Company: net debt, adjusted EBITDA, adjusted funds flow, and free funds flow. See the disclosure under the "Capital Management" note in our audited financial statements for the year ended December 31, 2023, for an explanation of the composition of these measures, how these measures provide useful information to an investor, and the additional purposes, if any, for which management uses these measures.

Where applicable, the supplementary financial measures used in this news release are either a per unit disclosure of a corresponding GAAP measure, or a component of a corresponding GAAP measure, presented in the unaudited condensed consolidated interim financial statements. Supplementary financial measures that are disclosed on a per unit basis are calculated by dividing the aggregate GAAP measure (or component thereof) by the applicable unit for the period. Supplementary financial measures that are disclosed on a component basis of a corresponding GAAP measure are a granular representation of a financial statement line item and are determined in accordance with GAAP.

Future Oriented Financial Information

Any financial outlook or future oriented financial information in this news release, as defined by applicable securities legislation, including future (but not limited to) operating and fixed costs (and reductions thereto), debt levels, net operating income, funds flow, cash flow and production targets has been approved by management of Saturn. Readers are cautioned that any such future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein. The Company and its management believe that the prospective financial information has been prepared on a reasonable basis, reflecting management's best estimates and judgments, and represent, to the best of management's knowledge and opinion, the Company's expected course of action. However, because this information is highly subjective, it should not be relied on as necessarily indicative of future activities or results.

Forward-Looking Information and Statements

Certain information included in this news 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 news release may include, but is not limited to, statements concerning: expectations regarding future capex and funds flow; use of free funds flow, implementation of a capital return strategy including institution of a dividend or share buyback, the timing for de-listing of the Subscription Receipts, management's ability to replicate past performance; future negotiation of contracts; future consolidation opportunities and acquisition targets; the business plan, cost model and strategy of the Company; future cash flows; and future commodities prices.

The forward-looking statements contained in this news 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, characteristics of the assets of the Acquisition, the successful integration of the assets of the Acquisition into Saturn's operations, prevailing legislation affecting the oil and gas industry, commodity prices, royalty regimes and exchange rates, the application of regulatory and licensing requirements, the availability of capital, labour and services, the creditworthiness of industry partners and the ability to source and complete asset acquisitions.

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, actions of OPEC and OPEC+ members, 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, 2023.

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. 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 news 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 news release is expressly qualified by this cautionary statement.

All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/213003

FAQ

What acquisition did Saturn Oil & Gas complete in June 2024?

Saturn Oil & Gas completed the acquisition of oil-weighted assets in Southern Saskatchewan.

How did Saturn Oil & Gas finance the Saskatchewan acquisition?

The acquisition was financed through a 9.625% high-yield note offering and a $100 million bought deal subscription receipt financing.

What is the current outstanding debt of Saturn Oil & Gas?

Saturn Oil & Gas's current outstanding debt is $650 million.

What are the credit ratings received by Saturn Oil & Gas?

Saturn Oil & Gas received a B corporate family rating and a BB- rating on the Notes from S&P Global Ratings, and a B2 corporate family rating and B2 rating on the Notes from Moody's Ratings.

What are Saturn Oil & Gas's future plans for shareholder returns?

Saturn Oil & Gas plans to implement a shareholder return model utilizing dividends and share buy-backs, subject to approvals.