SOIL Saturn Oil and Gas Inc

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• Strategic $260 million asset acquisition expands Saturn's proforma production by over 50% on closing to ~11,400¹ boe/d to be funded by combination of term debt and a $65 million bought-deal subscription receipt financing
• Accretive transaction drives 2023 guidance for adjusted funds flow² of $223 million equating to $3.98 per share
• Provides substantial free cash flow which can be directed to debt reduction and to fund top tier organic growth (25% from closing to the end of 2023), both of which are anticipated to drive enhanced shareholder returns

CALGARY, AB, May 31, 2022 /CNW/ - Saturn Oil & Gas Inc. ("Saturn" or the "Company") (TSXV: SOIL) (FSE: SMKA) is pleased to announce that it has entered into an arms-length definitive agreement to acquire synergistic assets in the Viking area of West-central Saskatchewan (the "Viking Acquisition") for approximately $260 million, funding details for which are outlined below. The Viking Acquisition is expected to close on or about July 6, 2022 (the "Closing Date") with an effective date of May 1, 2022.

Through the Viking Acquisition, Saturn will acquire approximately 4,000 boe/d (~98% light oil and liquids)³ of high cash flow netback production and over 140 net sections of land, strategically positioned in the Viking fairway, which boasts one of the most attractive light oil resource plays in North America highlighted by payouts on newly drilled wells of approximately seven months based on a WTI oil price of USD 95/bbl. The Viking Acquisition bolsters Saturn's existing Viking light oil asset in West-central Saskatchewan (the "Viking Asset") while complementing its core growth asset in Southeast Saskatchewan which targets the Frobisher and Midale (the "Oxbow Asset"), further building size and scale for the Company's growing operations in Saskatchewan.

TRANSACTION HIGHLIGHTS

• Expands Existing Core Production Area: Significantly expands Saturn's production base in its existing core production area in West-central Saskatchewan while also providing an operational fit and expertise with proforma production at the Closing Date forecast to be approximately 11,400 boe/d¹, an increase of approximately 52% over Q1 2022 volumes;
• Highly Accretive on a Per Share Basis: The Viking Acquisition increases Saturn's 2022 adjusted funds flow² ("AFF") guidance by 18% to $2.92 per weighted average share⁴ over previous guidance of $2.48. With a full 12 month impact of the Viking Acquisition, the 2023 forecast adjusted funds flow⁵ is $223 million which equates to $3.98 per basic share.
• Doubles Saturn's Land Position and Increases Viking Drilling Inventory by 250%: Brings 186 gross (146 net) sections with high working interest (79% average) in a coveted region of the Viking oil fairway. Adds 138 (gross) booked Viking drilling locations which are anticipated to deliver paybacks of seven months based on a WTI oil price of USD 95/bbl and provide sustainable production for over a decade;
• Generates High Cash Flow at Various Commodity Price Levels: Strong corporate netbacks can be realized down to $50 Edmonton light oil prices, underpinning the generation of substantial free cash flow that can be directed to reducing debt levels and funding near-term organic growth which, given available infrastructure, will serve to reduce per boe operating costs.
• Provides Robust Corporate Netbacks: Viking acquisition is forecasted to reduce Saturn's corporate royalty rate from approximately 15% down to 12%, and decrease operating costs per boe by 16%, which will enhance corporate netbacks. Saturn expects to realize further cost savings across transportation, labour and treating costs with the addition of treating capabilities afforded by the Viking Acquisition.
• Increased Size and Scale: Expansion of the production base is expected to enable Saturn to capture operating efficiencies and realize high facility utilization (currently operating at <60% utilization) which can result in fixed and variable costs being allocated over larger per unit volumes of production.
• Attractive Acquisition Metrics:

"This significant transaction represents yet another critical milestone for Saturn as we execute our strategy of building a scalable portfolio of free cash flow generating assets that support both near and longer-term development, while also diversifying our production exposure across multiple highly economic plays to enhance our sustainability," said John Jeffrey, CEO of Saturn. "This Viking Acquisition allows Saturn to bring proven expertise in the efficient and responsible development of Viking light oil plays and benefit from additional size and scale to further improve our already low-cost structure and streamlined operations. Upon closing of the Viking Acquisition, we forecast run rate production volumes of approximately 11,400 boe/d (96% crude oil and NGL)¹, positioning Saturn to generate strong free cash flow which can be directed to debt repayment and future growth opportunities that can enhance shareholder returns."

The Viking Acquisition will be funded through proceeds from an increase of $200.0 million to its existing senior secured term loan ("Senior Secured Term Loan") and a bought-deal subscription receipt financing for aggregate gross proceeds of $65.0 million (the "Offering").  Details of the Offering and the Senior Secured Term Loan are provided below.

Strategic Benefits

The Viking Acquisition is consistent with Saturn's strategy to become a premier, publicly traded light oil producer through the acquisition and development of undervalued, low-risk opportunities that support building a strong portfolio of cash flowing assets offering strategic development upside.

• Diversified Play Exposure Enhances Sustainability – Improves the balance of production between the Company's core Oxbow Asset and Viking Asset. The Viking Asset previously comprised 6% of total production and with the addition of the Viking Acquisition, the Viking will now represent approximately 35% of overall production, diversifying our asset concentration.
• Stable Production with Minimal Maintenance Capital – The Company forecasts keeping Viking production flat at ~4,500 boe/d by drilling 35 to 40 wells per year generating free funds flow² of over $85 million per year with potential for growth. Base production is easily replaced year-over-year due to stable long-life assets and production optimization underpinning recent drilling.
• Compelling Economics with Enhanced Financial Flexibility – Robust AFF generation is driven by attractive half cycle economics with IRRs over 200% while exceptional netbacks support payouts of approximately seven months. Reserve type curve forecasts remain robust with area break even on Edmonton Light prices down to as low as ~$50/bbl⁸. The Viking Acquisition is expected to strengthen Saturn's risk management portfolio, allowing the Company to significantly improve its average realized price of hedged oil and obtain greater upside exposure in a strong price environment.
• Conservative Area Reserves Bookings Offer Upside – Low proportion of booked inventory and conservative type curves on the Viking Acquisition assets present opportunities to leverage extended reach horizontal ("ERH") wells, pursue exploitation of the Upper Viking and implement production optimization and waterflood.
• Flexible Marketing Arrangements and Improved Hedge Book – Crude produced in the area is sold on the Mid-Sask pipeline at Kerrobert, while gas is marketed under one year gas sales contracts. Saturn also realizes benefits to its hedge book as existing out-of-the-money hedges become significantly diluted through the Viking Acquisition, and allow the Company to capture more of the upside of the current strong price environment.
• Strong Infrastructure - Owned infrastructure allows for minimal spend with support for growth supported by sufficient egress in the area while significant processing capacity is available across the field with four operated oil batteries having over 12,000 bbl/d of capacity, two LACT pumps and gas sales connections with 3rd party gas plants in area.
• Positive Environmental & Emissions Performance: - Area benefits from responsibly deployed capital directed to abandonment and reclamation programs with limited inactive liabilities and a strong limited liability rating ("LLR") of 3.50. Go forward emissions reduction potential is possible through tie-in points in Hershel and Plato for gas sales, gas injection potential based on modelling results, and bitcoin and power generation with produced gas.

Pro-Forma numbers are based on pricing assumptions of: a WTI price of USD 95/bbl for 2022 and USD 90/bbl for 2023; an MSW/WTI differential of USD 4.00/bbl; an AECO price of $5.00/GJ; and a USD/CAD exchange rate of $1.25.

Combined, over 18 months post close, Saturn's aggregate guidance includes capital spend of $155 million, production growth of 25% and adjusted funds flow of $329 million², resulting in free funds flow² of $174 million.

THREE-YEAR PLAN

On the back of the transformational Viking Acquisition, the Company intends to initiate an inaugural three-year plan focused on free funds flow growth, payout of debt, ARO discipline, leveraging strong relationships with key stakeholders, positioning Saturn to offer greater institutional appeal, improved liquidity, and the potential for future inclusion in key indices.

Highlights of the three-year strategic plan, based on the assumptions set forth above and management's expectations (including lender and board approvals) include:

• $100 million in capital expenditures per year ($355 million over the life of the plan, inclusive of H2/22).
• Rapid near term average production growth of 25% from closing of the Viking Acquisition to the end of 2023, underpinning a 2025 production target of ~15,000 boe/d.
• Beyond our guidance period of H2/22 (USD 95 WTI) and 2023 (USD 90 WTI), our base case assumptions include a flat oil price of US$85 in 2024 and 2025.
• Over the next 3.6 years, we anticipate generation of up to $860 million of funds flow², inclusive of $106 million in H2/22, which in turn generates over $500 million of free adjusted funds flow².
• If Saturn elected to apply all excess free cash flow to debt reduction, the Company would have the ability to be debt free in Q4/2024, and to exit 2025 with approximately $200 million in cash on our balance sheet.
• 10 years of drilling inventory expected to remain in 2025.
• Continue our strong commitment to environmental, social and governance principles, including meeting our ARO obligations.

Bought Deal Equity Financing

In concert with signing the definitive agreement for the Viking Acquisition, Saturn has entered into an agreement with syndicate of underwriters (the "Underwriters") co-led by Canaccord Genuity Corp. and Eight Capital to issue and sell, approximately 23.6 million subscription receipts ("Subscription Receipts") on a bought deal basis.  The Subscription Receipts will be offered at a price of $2.75 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of approximately $65.0 million (the "Bought Public Offering"). The Company has also granted the Underwriters an over-allotment option to purchase up to an additional 3.5 million Subscription Receipts on the same terms and conditions as the Public Bought Offering, exercisable not later than 30 days after the closing of the Offering.

Each Subscription Receipt represents the right of the holder to receive, upon closing of the Viking Acquisition, without payment of additional consideration, one unit of the Company (each, a "Unit").  Each Unit will consist of one common share (a "Share") and one half common share purchase warrant of the Company (a "Warrant"). Each full Warrant will be exercisable to acquire one Share for 12 months and a day following the date of issue, at an exercise price of $3.20, subject to adjustment in certain events. The Company will make reasonable efforts to list Subscription Receipts and the Warrants, subject to TSX Venture Exchange ("TSXV") approval.

If the Viking Acquisition is not completed as described above by 120 days from the closing date of the Offering or if the Viking Acquisition is terminated at an earlier time, the gross proceeds of the Bought Public Offering and pro rata entitlement to interest earned or deemed to be earned on the gross proceeds of the Offering, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

The Subscription Receipts will be offered in all provinces and territories of Canada (excluding Quebec) pursuant to a prospectus supplement to the Company's base shelf prospectus, which will describe the terms of the Subscription Receipts.  The Offering is expected to close on or about June 8, 2022 and is subject to certain conditions including, but not limited to, the approval of the TSXV.

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.

Senior Secured Term Loan

Saturn expects to enter an amended and restated senior secured loan agreement with its U.S. based institutional lender (the "Lender") to provide addition loan proceeds of $200.0 million.  The loan will bear interest at a rate of CDOR + 11.5% and will amortize over three years, with 50% repayable in the first year, 30% in the second year and 20% in the final year. Based on forecast production rates and hedged commodity prices, Saturn anticipates repaying the loan in full well in advance of its scheduled amortization payments. Execution of the further amendment is subject to the execution of mutually acceptable credit documentation giving effect to the terms provided in the commitment letter, and the satisfaction of the other customary conditions to closing, including the satisfaction of all conditions to the completion of the Viking Acquisition.

About Saturn Oil & Gas Inc.

Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMKA) is a public energy company focused on the acquisition and development of undervalued, low-risk assets. Saturn is driven to build a strong portfolio of cash flowing assets with strategic land positions. De-risked assets and calculated execution will allow Saturn to achieve growth in reserves and production through retained earnings. Saturn's portfolio will become its key to growth and provide long-term stability to shareholders.

Reader Advisories

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.

Boe Disclosure

The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6 Mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in the report are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

Reserves Disclosure

All reserves information in this press release pertaining to the Viking Acquisition were prepared for the Company by McDaniel & Associates (the "McDaniel Report"), independent reserves evaluators, effective January 1, 2022, calculated using the average forecast price and costs of McDaniel, GLJ Ltd. and Sproule Associates Limited as of January 1, 2022 in accordance with National Instrument 51-101 – Standards of Disclosure of Oil and Gas Activities ("NI 51-101") and the Canadian Oil and Gas Evaluation Handbook (the "COGE Handbook"). All reserve references regarding the acquired Viking Assets in this press release are "Asset gross reserves". Asset Gross reserves are the acquired Viking Assets total working interest reserves before the deduction of any royalties payable and before the consideration of royalty interests. It should not be assumed that the present worth of estimated future cash flow of net revenue presented herein represents the fair market value of the reserves. There is no assurance that the forecast prices and costs assumptions will be attained and variances could be material. The recovery and reserve estimates of the Viking Assets and Saturn's crude oil, NGLs and natural gas reserves provided herein are estimates only and there is no guarantee that the estimated reserves will be recovered. Actual crude oil, natural gas and NGLs reserves may be greater than or less than the estimates provided herein.

Drilling Locations

This press release discloses drilling locations with respect to the Assets in two categories: (i) proved locations; and (ii) un-booked locations. Proved locations are derived from the McDaniel Report and account for drilling locations that have associated proved and/or probable reserves, as applicable. Un-booked locations are internal estimates based on the Company's assumptions as to the number of wells that can be drilled per section based on industry practice and internal review. Un-booked locations do not have attributed reserves or resources. The drilling locations identified herein are proved plus probable locations.  The drilling locations considered for future development will ultimately depend upon the availability of capital, regulatory approvals, seasonal restrictions, oil and natural gas prices, costs, actual drilling results, additional reservoir information that is obtained and other factors.

Non-IFRS Measures

This news release contains metrics commonly used in the oil and natural gas industry, such as "operating netbacks", "Cash Flow", "Net Debt", "Net Operating Income", "Adjusted Funds Flow" and "Adjusted Funds Flow per share". These terms are not defined in IFRS and do not have standardized meanings or standardized methods of calculation and therefore may not be comparable to similar measures presented by other companies, and therefore should not be used to make such comparisons.

"Funds flow" represents cash flow from operating activities and adds back changes in non-cash working capital as the Company believes the timing of collection, payment or incurrence of these items is variable. Funds flow per share is calculated using the same weighted average basic and diluted shares that are used in calculating income (loss) per share.

"Adjusted funds flow" adjusts funds flow for items outside the scope of operations such as transactions costs and decommissioning expenditures. Saturn uses adjusted funds flow as a key measure to demonstrate the Company's ability to generate funds to repay debt and fund future capital investment. Adjusted funds flow per share is calculated using the same weighted average basic and diluted shares that are used in calculating income (loss) per share.

"Free adjusted funds flow" represents Adjusted funds flow and deducts PP&E and E&E expenditures. Saturn uses free adjusted funds flow as a measure to assess the Company's ability to generate cash, after deducting PP&E and E&E expenditures, to repay debt, increase returns to shareholders or for other corporate purposes.

"EBITDA" is defined by the Company as earnings before interest, taxes, depreciation, amortization and other non-cash items and is calculated as Adjusted funds flow before cash interest expense. This measure and calculation are consistent with the EBITDA formula prescribed under the Company's Senior Term Loan. In addition, Saturn uses this to measure the company's standalone profitability, operating and financial performance in terms of cash flow generation, adjusting for interest related to its capital structure.  Not used remove

"Free cash flow yield" or "FCF Yield" represents Free funds flow divided by the market capitalization value of the Company.

"Operating Netbacks" equals petroleum sales (before realized hedging gains or losses on derivative instruments) less royalties and operating costs calculated on a boe basis. This measures is used in operational and capital allocation decisions. Presenting netbacks on a per boe basis allows management to better analyze performance against prior periods on a comparable basis.

"Development Cost per Bbl" is the total capital cost incurred to bring production online divided by the Expected Ultimate Recovery or crude oil.

"Enterprise Value" (EV) is the sum of the Market Capitalization and Net Debt, as a measurement of the Company's total value.

"Expected Ultimate Recovery" (EUR) is an internal management estimate of the quantity of oil that is potentially recoverable or has already been recovered from a well, is not intended as a reserve representation and as not been reviewed by an independent reserve evaluator.

"Net debt" represents cash, accounts receivable, deposits and prepaid expenses (current and long-term), accounts payable and accrued liabilities, Senior Term Loan, promissory notes and convertible notes. The Company uses net debt as an alternative to total outstanding debt as management believed it provides a more accurate measure in assessing the liquidity of the Company.

"Run Rate Cash Flow" based on the expected cash flow from operations of the Viking Acquisition for 12 months from the Closing Date, with the assumption of 4,000 boe/d.

"Recycle Ratio" is calculated as the expected Operating Netback of the Viking Acquisition of $88.50/boe, assuming USD 95 WTI oil price, divided by the acquisition cost of reserves of $37.14/boe for proved developed producing reserves, $25.00 for total proved reserves and $19.26 per total proved plus probable reserves.

Future Oriented Financial Information

Any financial outlook or future oriented financial information in this press 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 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: timing of the Viking Acquisition; Reserves information; satisfaction or waiver of the closing conditions in the acquisition agreement; receipt of required legal and regulatory approvals for the completion of the Acquisition (including approval of the TSXV and Competition Act (Canada) approval); funding and payment of the purchase price in respect of the Acquisition; estimated assumed liabilities associated with the Viking Assets; expected production and cash flow related to the Viking Assets; expectations regarding future capex and funds flow; expected number of future drilling locations related to the Viking Assets; the anticipated closing date of the Offering and the Senior Secured Term Loan and the terms thereof; the use of proceeds from the Offering and the Senior Secured Term Loan; reserve estimates; future production levels; decline rates; drilling locations; future operational and technical synergies resulting from the Viking Acquisition; 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 press release are based on certain key expectations and assumptions made by Saturn, including expectations and assumptions concerning the receipt of all approvals and satisfaction of all conditions to the completion of the Viking Acquisition, Offering, and Senior Secured Term Loan, 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 characteristics of the Viking Asset, the successful integration of the Viking Assets into Saturn operations, the successful application of drilling, completion and seismic technology, prevailing weather conditions, 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, the current COVID-19 pandemic, 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 Amended and Restated Annual Information Form for the year ended December 31, 2021.

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 Viking Acquisition, Offering, and Senior Secured Term Loan. 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.

The Company intends to apply to list the Subscription Receipts and underlying Warrants and Common Shares on the TSXV, such listings are subject to TSXV approval.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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.