Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF)(“Saturn” or the “Firm”) at this time introduced that, topic to market and different circumstances, it intends to supply US$625 million in combination principal quantity of senior secured second lien notes due 2029 (the “Notes”) in a non-public providing (the “Providing”) exempt from the registration necessities of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers beneath Rule 144A and Regulation S of the Securities Act. The Notes will probably be secured by second precedence perfected liens on considerably the entire Firm’s belongings, topic to sure exceptions. Initially, the Notes won’t be assured, however sooner or later the Notes could also be assured, on a senior secured second lien foundation, by any future restricted subsidiaries of the Firm, topic to sure exceptions.
The Firm expects to make use of the online proceeds from the Providing to, (a) along with money readily available and proceeds of its latest $100 million purchased deal fairness providing of subscription receipts, fund a portion of the money buy worth of the Firm’s pending acquisition of sure oil and fuel properties, pursuits, and associated belongings situated in Southern Saskatchewan from Veren Partnership (previously known as Crescent Level Sources Partnership) (the “Acquisition”), (b) repay in full the Firm’s senior secured time period mortgage, and (c) common company functions, which can embody the restructuring of sure hedges. As well as, Saturn has additionally secured a dedication to rearrange a brand new reserve primarily based mortgage facility (“RBL”), with obtainable capability of $150 million that will probably be undrawn on the closing of the Acquisition.
Within the occasion that the Providing is accomplished previous to the Acquisition, gross proceeds will probably be deposited in an escrow account pending completion of the Acquisition. The Notes will probably be topic to a “particular obligatory redemption” within the occasion that the transaction contemplated by the Acquisition shouldn’t be consummated on or previous to August 14, 2024, or if the Firm notifies the trustees of the Notes that it’s going to not pursue the consummation of the Acquisition.
The Notes to be provided haven’t been registered beneath the Securities Act, Canadian securities legal guidelines or the securities legal guidelines of some other jurisdiction, and is probably not provided or bought inside america, or to or for the account or advantage of any U.S. Individual, absent registration or an relevant exemption from registration necessities. The Firm is beneath no obligation, and has no intention to, register the Notes beneath the Securities Act, Canadian securities legal guidelines or the securities legal guidelines of some other jurisdiction sooner or later.
The Notes will probably be provided and bought in america solely to individuals moderately believed to be “certified institutional consumers” in accordance with Rule 144A beneath the Securities Act and to sure non-“U.S. individuals” outdoors america in reliance on Regulation S beneath the Securities Act.
This press launch doesn’t represent a suggestion to promote, a solicitation to purchase or a suggestion to buy or promote any securities, nor shall there be any sale of those securities in any state or jurisdiction during which such provide, solicitation or sale can be illegal previous to registration or qualification beneath the securities legal guidelines of any such state or jurisdiction.
About Saturn Oil & Fuel Inc.
Saturn Oil & Fuel Inc. is a rising Canadian power firm targeted on producing optimistic shareholder returns by way of the continued accountable improvement of high-quality, gentle oil weighted belongings, supported by an acquisition technique that targets extremely accretive, complementary alternatives. Saturn has assembled a pretty portfolio of free-cash flowing, low-decline operated belongings in Saskatchewan and Alberta that present a deep stock of long-term financial drilling alternatives throughout a number of zones. With an unwavering dedication to constructing an ESG-focused tradition, Saturn’s purpose is to extend reserves, manufacturing and money flows at a pretty return on invested capital.
Saturn’s shares are listed for buying and selling on the TSX beneath ticker ‘SOIL’ on the Frankfurt Inventory Change beneath image ‘SMKA’ and on the OTCQX beneath the ticker ‘OILSF’.
Saturn Oil & Fuel Investor & Media Contacts:
John Jeffrey, MBA – Chief Govt Officer
Tel: +1 (587) 392-7900
www.saturnoil.com
Kevin Smith, MBA – VP Company Improvement
Tel: +1 (587) 392-7900
information@saturnoil.com
Ahead-Trying Data and Statements
Sure data included on this information launch constitutes forward-looking data beneath relevant securities laws. Ahead-looking data usually comprises statements with phrases reminiscent of “anticipate”, “consider”, “anticipate”, “plan”, “intend”, “estimate”, “suggest”, “venture”, “will” or related phrases suggesting future outcomes or statements relating to an outlook. Ahead-looking data on this information launch could embody, however shouldn’t be restricted to, statements regarding: timing of the Acquisition and Providing, funding and cost of the acquisition worth in respect of the Acquisition; the anticipated deadline of the Providing and the Providing and the phrases thereof; using proceeds from the Providing and the RBL.
The forward-looking statements contained on this information launch are primarily based on sure key expectations and assumptions made by Saturn, together with expectations and assumptions in regards to the receipt of all approvals and satisfaction of all circumstances to the completion of the Acquisition and the Providing.
Though Saturn believes that the expectations and assumptions on which the forward-looking statements are primarily based are cheap, undue reliance shouldn’t be positioned on the forward-looking statements as a result of Saturn can provide no assurance that they are going to show to be appropriate. Since forward-looking statements deal with future occasions and circumstances, by their very nature they contain inherent dangers and uncertainties. Precise outcomes might differ materially from these at the moment anticipated as a consequence of quite a lot of elements and dangers. These embody, however will not be restricted to, dangers related to the oil and fuel business usually (e.g., operational dangers in improvement, exploration and manufacturing; the uncertainty of reserve estimates; the uncertainty of estimates and projections regarding manufacturing, prices and bills, and well being, security and environmental dangers), constraint within the availability of providers, commodity worth and trade price fluctuations, actions of OPEC and OPEC+ members, modifications in laws impacting the oil and fuel business, adversarial climate or break-up circumstances and uncertainties ensuing from potential delays or modifications in plans with respect to exploration or improvement tasks or capital expenditures. These and different dangers are set out in additional element in Saturn’s Annual Data Type for the yr ended December 31, 2023.
Ahead-looking data relies on quite a lot of elements and assumptions which have been used to develop such data however which can show to be incorrect. Though Saturn believes that the expectations mirrored in its forward-looking data are cheap, undue reliance shouldn’t be positioned on forward-looking data as a result of Saturn can provide no assurance that such expectations will show to be appropriate. Along with different elements and assumptions which can be recognized on this information launch, assumptions have been made relating to and are implicit in, amongst different issues, the well timed receipt of any required regulatory approvals and the satisfaction of all circumstances to the completion of the Acquisition and the Providing. Readers are cautioned that the foregoing listing shouldn’t be exhaustive of all elements and assumptions which have been used.
The forward-looking data contained on this information launch is made as of the date hereof and Saturn undertakes no obligation to replace publicly or revise any forward-looking data, whether or not on account of new data, future occasions or in any other case, except required by relevant securities legal guidelines. The forward-looking data contained on this information launch is expressly certified by this cautionary assertion.
Particular forward-looking statements embody statements relating to the Firm’s plans and expectations with respect to the Providing, together with the anticipated use of the proceeds therefrom, and the pending Acquisition. The forward-looking statements are meant to be topic to the secure harbor offered by Part 27A of the Securities Act, Part 21E of the Securities Change Act of 1934, and the Non-public Securities Litigation Reform Act of 1995.
All greenback figures included herein are offered in Canadian {dollars}, except in any other case famous.