Saturn Oil & Gas Inc. Announces Launch of Inaugural Substantial Issuer Bid

Rhea-AI Summary

Saturn Oil & Gas Inc. (OILSF) has launched a substantial issuer bid to purchase up to 7,000,000 common shares at CAD$2.15 per share, totaling CAD$15,050,000. The offer runs from June 11 to July 16, 2025. This share buyback represents approximately 3.6% of outstanding shares and complements their ongoing capital return initiatives. Since August 2024, Saturn will have returned over $34 million to shareholders through share repurchases, including $19 million via NCIB and $15 million through this offer. The company has also repaid approximately $91 million of debt in the past nine months. GMT Capital Corp., owning about 30% of shares, has indicated they don't plan to participate in the offer. The company's directors, officers, and insiders are also not expected to tender shares.

Positive

• Company is returning significant capital to shareholders with $34 million in share repurchases since August 2024
• Strong debt reduction of $91 million in past nine months through principal repayments and discounted note purchases
• Management signals potential for future capital return initiatives in 2025 and beyond
• Major shareholder GMT Capital (30% owner) and insiders not participating, potentially increasing the success rate for other shareholders

Negative

• The offer price of CAD$2.15 per share is fixed and doesn't account for potential market price changes
• Limited buyback size of only 3.6% of outstanding shares
• Potential Canada Post workers' strike may affect document delivery to some shareholders

Calgary, Alberta--(Newsfile Corp. - June 11, 2025) - Saturn Oil & Gas Inc. (TSX: SOIL) (OTCQX: OILSF) ("Saturn" or the "Company"), a light oil-weighted producer focused on unlocking value through the development of our assets in Saskatchewan and Alberta, is pleased to announce the launch, as of the date hereof, of our previously announced substantial issuer bid (the "Offer") pursuant to which the Company offers to purchase from holders ("Shareholders") of common shares of the Company (the "Shares") up to 7,000,000 Shares for cancellation at a purchase price of CAD$2.15 per Share (the "Purchase Price"), for an aggregate purchase price not exceeding $15,050,000.

The Offer commences today and will expire at 5:00 p.m. (Eastern Time) on July 16, 2025, unless extended, varied or withdrawn by the Company (the "Expiration Date"). Pursuant to the Offer, tendering Shareholders may elect to tender a specified number of Shares.

The Offer is denominated in Canadian dollars, and Shareholders may elect to receive payment in either Canadian or United States dollars. The terms and conditions of the Offer, including instructions for tendering Shares, are included in the formal offer to purchase and issuer bid circular, letter of transmittal, notice of guaranteed delivery and other related documents (the "Offer Documents"), which have been sent to registered Shareholders, filed with applicable Canadian securities regulatory authorities, and made available on SEDAR+ at www.sedarplus.ca as well as on our website at www.saturnoil.com.

In light of a potential Canada Post workers' strike and the resulting disruption of mail services, the Company may be unable to mail the Offer Documents to beneficial (non-registered) holders. However, upon resumption of normal mail service following any potential disruption, Saturn intends to arrange for the mailing of the Offer Documents to the beneficial holders.

Shareholders can retrieve the Offer Documents on www.sedarplus.ca and on Saturn's website at www.saturnoil.com. Copies of the Offer Documents may also be obtained upon written or oral request, without charge, to the Company at our head office at 2800, 525 - 8^th Avenue SW, Calgary, Alberta, Canada, T2P 1G1 or by email at info@saturnoil.com.

As part of Saturn's ongoing efforts to maximize value for Shareholders, the Company has identified the Offer as an attractive and efficient means to continue returning capital to Shareholders, supplementing the impact of our normal course issuer bid ("NCIB") (which pursuant to applicable securities laws has been suspended during the term of the Offer). Assuming full and pro-rata shareholder participation in the Offer, the Company will have returned over $34 million of capital to our Shareholders since August of 2024, including approximately $19 million of share repurchases through the NCIB and $15 million of share repurchases through the Offer. In addition, Saturn has also repaid approximately $91 million of debt in the past nine months through the quarterly principal repayments, along with open market purchases at a discount, of our outstanding 9.625% senior notes due 2029 (the "Senior Notes").

The Board intends to continue considering future capital return initiatives in 2025 and beyond, with the ultimate goal of enhancing Saturn's equity value. These potential initiatives may include, but not be limited to, additional share buybacks, Senior Notes buybacks or other initiatives, all of which would depend on the overall results of the business, cash flow generation and the Company's strategic goals. There can be no assurance that any such initiative or transaction will occur or if it occurs, the timing thereof. However, as set out in the Offer Documents, such an initiative or transaction could result in the termination, extension or amendment of the Offer.

Additional Information

As of June 11, 2025, there are 194,926,651 Shares issued and outstanding (after taking into account the purchase and cancelation of 138,096 Shares pursuant to our NCIB for the first three trading days of June 2025, prior to its suspension in connection with the Offer). As at the Expiration Date there are expected to be 187,926,651 Shares issued and outstanding. Accordingly, a maximum of 7,000,000 Shares, or approximately 3.6% of the total number of Shares expected to be issued and outstanding on the Expiration Date will be taken up and paid for under the Offer.

The Offer is optional for all Shareholders, who are free to choose whether to participate, and if they participate, how many Shares to tender. If more than 7,000,000 Shares are validly deposited and not withdrawn, then such deposited Shares will be purchased as follows: (i) first, the Company will purchase all Shares tendered by Shareholders who own fewer than 100 Shares (the "Odd Lot Holders"); and (ii) second, the Company will purchase on a pro rata basis according to the number of Shares deposited or deemed to be deposited by the depositing Shareholders, less the number of Shares purchased from Odd Lot Holders (subject to adjustments to avoid the purchase of fractional Shares). Shareholders who do not deposit their Shares (or whose Shares are not purchased under the Offer) will realize a proportionate increase in their equity interest in the Company to the extent that Shares are purchased under the Offer.

The Offer is not conditional upon any minimum number of Shares being tendered. However, the Offer is subject to other conditions described in the Offer Documents. Saturn reserves the right, subject to applicable laws, to withdraw, extend or amend the Offer if certain events occur at any time prior to the payment for the tendered Shares.

GMT Capital Corp. (together with its affiliates, "GMT") are the beneficial owners of, or exercise control or direction over 59,433,483 Shares, which in the aggregate represents approximately 30% of all issued and outstanding Shares. GMT has advised the Company that it does not currently intend to deposit Shares pursuant to the Offer. GMT reserves the right, without notice and for any or no reason, to change its investment decisions at any time prior to the Expiration Date. In addition, none of Saturn's directors, officers or insiders are expected to tender any shares to the Offer.

The Company has engaged Odyssey Trust Company to act as depositary for the Offer. Shareholders who have questions regarding the Offer or require any assistance tendering Shares may contact Odyssey Trust Company by telephone at 1-587-885-0960, or by e-mail at corp.actions@odysseytrust.com.

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Shares. The solicitation and the offer to buy Shares is only being made pursuant to the Offer Documents. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. None of Saturn, our Board or the depositary makes any recommendation to Shareholders as to whether to tender or refrain from tendering any or all of their Shares pursuant to the Offer. Shareholders are strongly urged to read the Offer Documents carefully and consult with their financial, tax and legal advisors prior to making any decision with respect to the Offer.

ABOUT SATURN

Saturn is a returns-driven Canadian energy company focused on the efficient and innovative development of high-quality, light oil weighted assets, supported by an acquisition strategy targeting accretive and complementary opportunities. The Company's portfolio of free-cash flowing, low-decline operated assets in Saskatchewan and Alberta provide a deep inventory of long-term economic drilling opportunities across multiple zones. With an unwavering commitment to building an entrepreneurial and ESG-focused culture, Saturn's goal is to increase per share reserves, production and cash flow at an attractive return on invested capital. The Company's shares are listed for trading on the TSX under ticker 'SOIL' and on the OTCQX under the ticker 'OILSF'. Further information and our corporate presentation are available on Saturn's website at www.saturnoil.com.

INVESTOR & MEDIA CONTACTS

John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7900
www.saturnoil.com

Cindy Gray, MBA - VP Investor Relations
Tel: +1 (587) 392-7900
info@saturnoil.com

READER ADVISORIES

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 number of Shares to be acquired and the amount of capital returned to Shareholders under the Offer, capital return strategy and plans; the desire or ability to initiate subsequent offers; the business plan; the Company's near and medium term strategic plans; the overall results of the Company's business and cash flow generation; value creation strategy and cost model of the Company; and the timing for closing the Offer.

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 successful completion of the Offer, and the availability and sources of capital.

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 plans and results could differ materially from those currently anticipated due to a number of factors and risks, including the risks set out under "Risk Factors" in Saturn's Management Discussion and Analysis for the three and twelve months ended December 31, 2024, and Annual Information Form for the year ended December 31, 2024, available on SEDAR+ at www.sedarplus.ca.

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, our capital expenditure and drilling programs, production and revenue guidance, debt repayment plans and future production and growth plans. 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, unless otherwise noted.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255277

FAQ

What is the price and size of Saturn Oil & Gas (OILSF) substantial issuer bid?

Saturn Oil & Gas is offering to purchase up to 7,000,000 shares at CAD$2.15 per share, for a total value of CAD$15,050,000.

When does Saturn Oil & Gas (OILSF) share buyback offer expire?

The substantial issuer bid expires on July 16, 2025, at 5:00 p.m. Eastern Time, unless extended, varied, or withdrawn by the company.

How much capital has Saturn Oil & Gas (OILSF) returned to shareholders?

Saturn will have returned over $34 million to shareholders since August 2024, including $19 million through NCIB and $15 million through this substantial issuer bid.

Will GMT Capital participate in Saturn Oil & Gas (OILSF) share buyback?

GMT Capital, which owns approximately 30% of Saturn's shares, has indicated they do not currently intend to participate in the substantial issuer bid.

How much debt has Saturn Oil & Gas (OILSF) repaid recently?

Saturn has repaid approximately $91 million of debt in the past nine months through quarterly principal repayments and open market purchases of senior notes.