Saturn Oil & Gas Inc. Announces $525 Million Accretive Core-Area Saskatchewan Asset Acquisition, Transformational Debt Recapitalization, $150 Million RBL Commitment and a $100 Million Bought Deal Equity Financing

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• Accretive acquisition of select assets in Southeast and Southwest Saskatchewan that collectively add 13,000 boe/d of 96% liquids-weighted production, 950 gross identified drilling locations⁽¹⁾, expands Tier 1 drilling inventory by 65% and establishes Saturn as the 6^th largest producer in the Province of Saskatchewan⁽²⁾
• US$625 million committed debt financing that will replace the Company's existing senior secured term loan at a significantly reduced interest rate, reduced hedging and no development capital spending restrictions, and an agreement for a new undrawn $150 million reserves-based credit facility commitment, that provides opportunity for greater flexibility and transforms Saturn's borrowing base
• Bought deal equity financing of $100 million with gross proceeds directed to fund the Acquisition supported by Company's largest shareholder GMT Capital Corp.
• Pro forma the acquisition, Saturn will be firmly positioned as a top-tier intermediate oil producer with a pro forma market capitalization of $541 million and an enterprise value of $1.3 billion along with run rate production of approximately 38,000 – 40,000 boe/d, a combined PDP / TP+P reserves base of 105.3 / 223.7 Mmboe, with PDP / TP+P reserve NPV10 values of $2.3 / $4.2 billion, and forecasted next 12 months midpoint adjusted EBITDA / Free Funds Flow of approximately $639 million / $210 million
• Enhanced capital flexibility for Saturn to sustainably fund and execute its growth-oriented development program to add high margin, liquids-weighted production while organic free funds flow will be directed towards rapidly reducing indebtedness to 0.9x – 1.0x (from a peak of ~1.25x at closing) within twelve months, after which point the Company will be in a strong financial position to evaluate significant return of capital initiatives to shareholders

CALGARY, AB, May 6, 2024 /CNW/ - Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF)("Saturn") or the "Company") is pleased to announce today that the Company has entered into a definitive purchase agreement for the strategic acquisition of two oil-weighted asset packages in southern Saskatchewan (the "Acquisition") that are contiguous with the Company's existing Saskatchewan asset base, for total net cash consideration of approximately $525 million (the "Transaction Value" or "TV"). The closing date of the Acquisition is expected on or about June 14, 2024 (the "Closing Date") with an effective date of January 1, 2024 (the "Effective Date"), subject to customary approvals and closing conditions.

The Acquisition is comprised of two distinct asset packages that directly offset existing core properties, which include Battrum area assets located in Southwest Saskatchewan (the "Battrum Assets") and Flat Lake area assets located in Southeast Saskatchewan (the "Flat Lake Assets") (collectively, the "Acquired Assets"). The Acquisition demonstrates Saturn's strategy to drive accretive growth by identifying and acquiring top-quality oil-weighted assets that offer long-term development runways.  Moreover, the Acquisition facilitates the appropriate operational size required to access the lower-cost and more flexible debt capital secured by Saturn, as described in further detail below. The total cost of the Acquisition, net of customary closing adjustments is expected to be $525 million.

The Acquisition will be funded through a US$625 million debt commitment provided by Goldman Sachs, subject to customary conditions (the "Debt Commitment"), which will replace Saturn's existing senior secured term loan facility ("Existing Senior Secured Term Loan"), as well as a bought-deal subscription receipt financing for aggregate gross proceeds of approximately $100 million (the "Offering"). Saturn has also entered into an agreement with National Bank of Canada ("NBC") pursuant to which NBC has committed to arrange a $150 million reserves-based loan ("RBL"), subject to customary closing conditions. The RBL further increases the Company's liquidity, and is expected to remain undrawn at the Closing Date. The introduction of the new Canadian and US institutions as capital markets partners represents the next phase in Saturn's evolution as a growing mid-cap oil producer in the Canadian energy sector.

Acquisition Highlights

• Production from the Acquired Assets is expected to be approximately 13,000 boe/d, at the Closing Date, comprising 96% oil and NGLs, (11,400 bbl/d of light/medium crude oil, 1,100 bbl/d NGLs and 3,020 mcf/d of natural gas);
  • Low decline production of 16%, with active waterfloods and additional secondary recovery opportunities to further enhance long term value;
  • 90%+ of acquired acreage is on crown land, which aids in the accretive nature of future development locations due to provincial royalty incentives;
  • Saturn's established infrastructure in the area underpins attractive cost structure, increases operational efficiencies and has sufficient capacity to support future growth;
• The Acquired Assets offer multi-zone development opportunities with stacked pay, provide meaningful operational synergies, further advance Saturn's strategic growth strategy through the addition of approximately 950 gross (780 net) identified drilling locations⁽¹⁾ (approximately 240 gross (200 net) booked locations⁽¹⁾) expanding the Company's existing drilling inventory of over 20 years, with abundant future reserve booking potential;
• High netback production is generated though premium quality oil, owned and operated infrastructure and advantageous royalty framework in Saskatchewan;
• The Acquired Assets have a positive Licensee Liability Report ("LLR") rating of 10.0, which as a stand-alone asset would be in the top 10% of all Saskatchewan producers and is accretive to Saturn's current LLR rating.
• The Company is expected to benefit from operating synergies as part of the acquisition:
  • Synergistic Operations and Further Scale in Saskatchewan: Saturn's existing West Central and Southeast Saskatchewan areas, which offset the Acquired Assets and feature a local field office, will drive material development and operational synergies. Additional synergies will be driven through Company's high-quality infrastructure and existing marketing arrangements. Saturn's exploitation expertise in the Viking play is expected to benefit Lower Shaunavon development, while the Company's experience developing the Viewfield Bakken is directly applicable to the development of Torquay and Bakken wells at the Flat Lake Asset.
  • Long Life, High Growth, and High Margin Development Runway: Due to the high-quality nature of the drilling inventory, current production levels can be maintained for over 20 years at a drilling pace of 20 to 30 wells per year. The Acquired Assets also have significant upside potential to increase production with an accelerated development capital program should commodity and market dynamics become more constructive.
  • Waterflood Provides Foundation for Further Enhanced Oil Recovery: Successful active waterfloods in the Acquired Assets demonstrate proven results in surrounding well performances and offer material production uplift potential with higher rates of return in established waterflood areas.
  • Identified Opportunities to Unlock Value: Saturn intends to leverage its proven operating strategy and practices deployed in Saskatchewan to enhance efficiencies, increase production, reduce operating costs, and expand margins from the Acquired Assets, thereby unlocking value not previously captured.
• The Acquired Assets are expected to generate approximately $251 million of Net Operating Income ("NOI") for the Next 12 Months ("NTM")⁽³⁾;
• Proved Developed Producing ("PDP") reserves of 44.1 million boe⁽¹⁾, with $926 million of future net revenue discounted at 10% ("NPV10");
• Total Proved plus Probable ("TP+P") reserves of 78.4 million boe⁽¹⁾, with an NPV10 of $1.4 billion;

Attractive Acquisition Metrics:

		Acquisition	Acquisition Metric
Net Purchase Price			$525MM
Production		13,000 boe/d	$40,385 per boe/d
Net Operating Income		$251MM	2.1x
Reserves
PDP Reserves		44.1 MMboe	$13.61 / boe
PDP Reserve NPV10		$926.2MM	0.65x
TP+P Reserves		78.4 MMboe	$7.65 / boe
TP+P Reserves NPV10		$1,444MM	0.42

Pro Forma Metrics and Guidance Highlights

• Pro forma completion of the Acquisition, Saturn forecasts NTM production to average 38,000 to 40,000 boe/d (83% light/medium crude oil and NGLs)⁽⁴⁾ at the Closing Date, (see "Revised Corporate Guidance" below for further details);
• PDP Reserves to total 104 million boe⁽¹⁾ with NPV10 of $2.3 billion, equal to a Net Asset Value ("NAV") of $7.53 per basic share⁽³⁾;
• TP+P reserves to total 217 million boe⁽¹⁾ with an NPV10 of $4.2 billion, a NAV of $16.87 per basic share⁽³⁾;
• The Acquisition is expected to generate meaningful financial accretion across multiple metrics:
  • 13% accretive to PDP NAV per basic share⁽³⁾, as of the Effective Date;
  • 22% accretive to Adjusted funds flow⁽³⁾ per basic share, over the next 12 months post Closing Date (see "Revised Corporate Guidance" below for further details);
• Net Debt to Adjusted EBITDA⁽³⁾ increases modestly and is expected to be 1.2x-1.3x on closing of the Acquisition, dropping to approximately 1.0x - 0.9x at June 30, 2025, on an annualized basis and approximately two years from the Closing Date.

"The Acquired Assets are a perfect fit with Saturn's existing Saskatchewan operations and offer meaningful synergies. The Acquisition is highly accretive for our shareholders and consistent with our strategy of acquiring quality assets where we can apply our strategic operating approach to enhance margins, grow Adjusted EBITDA⁽³⁾ and increase Free Funds Flow⁽³⁾," commented John Jeffrey, Chief Executive Officer. "The financial flexibility offered by our transformed capital structure, ideally positions Saturn to efficiently develop our expansive light oil focused assets, optimize our cost structure and create value for our shareholders."

Updated Corporate Guidance for 2024

The following table summarizes the Company's pro forma updated operating and financial guidance for the next 12 months following the Closing Date, reflecting changes to the Company's expected stand alone forecast.

Next 12 Months Guidance Range		Stand Alone Forecast	Pro Forma, Post-Closing	Change to Midpoint
WTI oil price average	$US	80.00	80.00	-
Average production^(4)	Boe/d	26,365	38,000 – 40,000	+48 %
Adjusted EBITDA^(3), before derivatives	$MM	477	698 – 736	+50 %
Adjusted EBITDA^(3), net derivatives	$MM	399	620 – 658	+60 %
Adjusted Funds Flow^(3)	$MM	337	502 – 540	+53 %
Adjusted Funds Flow Per Share^(3)	$/sh	2.09	2.46 – 2.65	+22 %
Development capital expenditures^(3)	$MM	203	301	+53 %
Free Funds Flow^(3)	$MM	128	191 – 229	+64 %
Free Funds Flow Per Share^(3)	$/sh	0.79	0.94– 1.12	+30 %
Free Funds Flow Yield^(3)	%	30 %	36% - 43%
Decommissioning expenditures	$MM	13	14	+8 %
Net Debt^(3)Closing Date	$MM	315	792	+151 %
Net Debt^(3) to adjusted EBITDA^(1)	Ratio	0.9x	1.2x – 1.3x
Net Debt at end of 12 month period	$MM		584 - 682
Forward Net Debt to Adj. EBITDA	Ratio		0.9x – 1.0x
Weighted average common shares	MM	161.5	204.1	+25 %
Reserve Impact		Stand Alone	Pro Forma	Change
PDP Reserves^(1)	MMBOE	61.2	105.3	72 %
PDP Reserve NPV10^(1)	$MM	1,402	2,328	66 %
PDP NAV per Basic Share^(1)	$/sh	6.73	7.53	13 %
TP+P Reserves^(1)`	MMBOE	145.3	223.7	54 %
TP+P Reserves NPV10^(1)	$MM	2,790	4,234	52 %
TP+P NAV per Basic Share^(1)	$/sh	15.33	17.08	11 %

Transformed Debt Capitalization

In connection with the Acquisition, Saturn has secured a US$625 million Debt Commitment, which will replace the outstanding Existing Senior Secured Term Loan allowing the Company to optimize its capital structure and cost of capital.

"The evolution of our funding sources marks a pivotal moment in the Company's financial development, substantially reducing Saturn's cost of capital and increasing the Company's capital allocation flexibility," stated Scott Sanborn, Saturn's Chief Financial Officer. "The Debt Commitment underscores the Company's dedication to prudent financial management and focus on driving long term shareholder value creation."

Saturn has also secured a commitment to arrange a new RBL, with a borrowing base and available capacity of $150 million on a fully conforming basis that will be undrawn at the Closing Date. Once entered into, the RBL will ensure Saturn has ample financial flexibility to maintain operations and continue its prudent development of its low-decline, light oil weighted asset base.

Bought Deal Equity Offering

Concurrent with the Acquisition, Saturn has entered into an agreement in respect of the Offering, with Echelon Capital Markets acting as sole lend and bookrunner, with a syndicate of underwriters including (the "Underwriters") to issue and sell, 42.6 million subscription receipts ("Subscription Receipts") on a bought deal basis. The Subscription Receipts will be offered at a price of $2.35 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of approximately $100 million. The Company will use the net proceeds of the offering to pay for a portion of the consideration of the Acquisition.

Each Subscription Receipt represents the right of the holder to receive, upon closing of the Acquisition, without payment of additional consideration, one common share of the Company.

Saturn has also granted the Underwriters an over-allotment option to purchase, in whole or part, up to an additional 6.38 million Subscription Receipts at the Offering Price to cover over-allotments, if any, exercisable at any time and from time to time until the date that is 30 days following the closing of the Offering. If the over-allotment option is exercised in full, gross proceeds from the Offering will be approximately $115 million.

If the Acquisition is not completed as described above by August 21, 2024, or if the Acquisition is terminated at an earlier time, the gross proceeds of the 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 (i) 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 and (ii) may be distributed in the United States to persons reasonably believed to be Qualified Institutional Buyers (As defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "U.S Securities Act") pursuant to an exemption under Rule 144A. The Offering is expected to close on or about May 15, 2024, and is subject to certain conditions including, but not limited to, the approval of the Toronto Stock Exchange (the "Exchange"). The Company expects that it will seek the approval of the Exchange to list the Subscription Receipts once issued, such listing being subject to Exchange approval.

Advisors

Echelon Capital Markets is acting as financial advisor to Saturn on the Acquisition. Goldman Sachs is acting as strategic advisor to Saturn on the Acquisition and has provided the Debt Commitment (subject to customary conditions); and National Bank Financial Markets is acting as Lead Arranger and sole Bookrunner on the Company's new RBL. Dentons Canada LLP is acting as Canadian legal counsel and Baker Botts LLP is acting as US legal counsel to Saturn with respect to the Acquisition, the Offering, and the Debt Commitment. DLA Piper, LLP is acting as legal advisor to the Underwriters. Latham Watkins LLP and Torys LLP are acting as US and Canadian counsel to Goldman Sachs, respectively.

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.

Notes:
(1)	See Reader Advisory "Reserve Disclosure"
(2)	Source: XI Technologies Inc.
(3)	See Reader Advisory "Non-GAAP and Other Financial Measures"
(4)	See Production Breakdown by Product Type

Reader Advisory

This news 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 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 news 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

Boe means barrel of oil equivalent. All boe conversions in this news release are derived by converting gas to oil at the ratio of six thousand cubic feet ("Mcf") of natural gas to one barrel ("Bbl") of oil. Boe may be misleading, particularly if used in isolation. A Boe conversion rate of 1 Bbl : 6 Mcf is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio of oil compared to natural gas based on currently prevailing prices is significantly different than the energy equivalency ratio of 1 Bbl : 6 Mcf, utilizing a conversion ratio of 1 Bbl : 6 Mcf may be misleading as an indication of value.

Abbreviations and Frequently Reoccurring Terms

Saturn uses the following abbreviations and frequently recurring terms in this press release: "WTI" refers to West Texas Intermediate, a grade of light sweet crude oil used as benchmark pricing in the United States; "MSW" refers to the mixed sweet blend that is the benchmark price for conventionally produced light sweet crude oil in Western Canada; "AECO" refers to Alberta Energy Company, a grade or heating content of natural gas used as benchmark pricing in Alberta, Canada; "bbl" refers to barrel; "bbl/d" refers to barrels per day; "GJ" refers to gigajoule; "NGL" refers to Natural Gas Liquids; "Mcf" refers to thousand cubic feet.

Reserves Disclosure

All reserves information pertaining to the Acquisition in this news release were prepared for the Company in a report provided by McDaniel & Associates Consultants Ltd.("McDaniel"), independent reserves evaluators, effective December 31, 2023, (the "McDaniel Report") calculated using the average forecast price and cost assumptions using the average of three consultants price forecasts including: GLJ Ltd., McDaniel and Sproule Associates Ltd. effective January 1, 2024, in accordance with National Instrument 51-101 – Standards of Disclosure of Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook. All reserves information pertaining to Saturn in this news release were prepared for the Company in a report provided by Ryder Scott Company effective December 31, 2023, and have not been adjusted for the pending Deer Mountain asset disposition announced on April 1, 2024, (the "Ryder Scott Report") calculated using the average forecast price and cost assumptions using the average of three consultants price forecasts including: GLJ Ltd., McDaniel and Sproule Associates Ltd. effective January 1, 2024, in accordance with National Instrument 51-101 – Standards of Disclosure of Oil and Gas Activities and the Canadian Oil and Gas Evaluation Handbook. All reserve references regarding the Acquired Assets and from the Ryder Scott Report in this news release are "Asset gross reserves". Asset Gross reserves are the Acquired Assets and Saturn's 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 Acquired 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 news release discloses "booked" drilling locations with respect to the Acquired Assets 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 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.

Supplemental Information Regarding Product Types

References herein to boe/d include gas or natural gas and NGLs which refer to conventional natural gas and natural gas liquids product types, respectively, as defined in National Instrument 51-101, Standards of Disclosure for Oil and Gas Activities ("NI 51-101"), except where specifically noted otherwise.

The following table are intended to provide the product type composition for the midpoint of Saturn's revised guidance production for the next 12 months post Closing Date:

Midpoint of NTM Production	Saturn Stand Alone	Pro Forma Acquisition
Light and Medium Crude Oil (bbl/d)	19,418	30,485
Natural Gas Liquids (boe/d)	2,009	3,182
Conventional Natural Gas (Mcf/d)	29,628	32,000
Total (boe/d)	26,365	39,000

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.com. 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.

"Net Operating Income" for the Acquired Assets is based on the expected cash flow from operations of the Acquisition for 12 months from the Closing Date, with the production assumption of 13,555 boe/d (comprising 11,785 bbl/d of light and medium crude oil, 1,248 bbl/d of NGLs and 3,130 mcf/d of natural gas.

"Enterprise Value" or "EV" is calculated as market capitalization plus net debt. Management uses Enterprise Value to assess the valuation of the Company.

"Free Funds Flow Yield" is calculated as the free funds flow per basic share divided by the recent trading price of Saturn's shares of $2.65.

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: timing of the Acquisition; reserves information; satisfaction or waiver of the closing conditions in the definitive agreement of the Acquisition; receipt of required legal and regulatory approvals for the completion of the Acquisition (including court approval, approval of the Toronto Stock Exchange and approval under the Competition Act (Canada)); funding and payment of the purchase price in respect of the Acquisition; estimated assumed liabilities associated with the Acquired Assets; expected production and cash flow related to the Acquired Assets; expectations regarding future capex and funds flow; expected number of future drilling locations related to the Acquired Assets; the anticipated closing date of the Offering and the Debt Commitment and the terms thereof; the use of proceeds from the Offering and the Debt Commitment; reserve estimates; future production levels; decline rates; drilling locations; future operational and technical synergies resulting from the 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 news 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 Acquisition, the Offering, and Existing 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 Acquired Asset, the successful integration of the Acquired 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 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. In addition to other factors and assumptions which may be identified in this news 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 Acquisition, Offering, and Existing 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 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.

SOURCE Saturn Oil & Gas Inc.

Saturn Oil & Gas Investor & Media Contacts: John Jeffrey, MBA - Chief Executive Officer, Tel: [phone], www.saturnoil.com; Kevin Smith, MBA - VP Corporate Development, Tel: [phone], [email protected]