Mr. John Jeffrey reports

SATURN OIL & GAS INC. ANNOUNCES CLOSING OF $50 MILLION BOUGHT DEAL PRIVATE PLACEMENT OFFERING

Further to Saturn Oil & Gas Inc.'s Feb. 6, 2024, press release, the company has closed its previously announced bought deal private placement offering. Pursuant to the offering, the company issued a total of 22,223,000 common shares at a price of $2.25 per common share for aggregate gross proceeds of $50,001,750, with Echelon Capital Markets acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Eight Capital and Paradigm Capital Inc. As previously indicated, the offering was led by four existing institutional investors, including GMT Capital Corp. and Libra Advisors LLC.

Strategic financing enables accelerated debt repayment

"The combination of the equity raise and the flexibility provided by its senior lender to permit certain optional deferrals of scheduled amortization payments on a cost-free basis, provides the liquidity for Saturn to fully fund a meaningful 2024 capital program that carries forward momentum from strong recent operational and reserve updates, to sustain production while continuing to prioritize accelerated debt repayment. We anticipate repaying approximately $180-million in debt during the year, with the potential for further repayments if commodity prices improve from $75 (U.S.)/bbl where we set guidance, which would provide substantial value creation for our shareholders," commented John Jeffrey, chief executive officer of Saturn. "We are extremely appreciative of the continued support by our senior lender and all of Saturn's existing shareholders, including GMT Capital Corp., Libra Advisors LLC and the two other U.S. strategic institutional investors that supported this financing."

Strong support from existing shareholders

"It is our view that this equity was strategic in nature as it would allow Saturn to sustain production levels and optimize corporate cost structures to maximize operating free funds flow that can be further directed toward accelerated debt repayment," said Tom Claugus, chief executive officer, GMT Capital Corp.

The company expects to use the net proceeds of the offering to finance its 2024 capital expenditure program and for general working capital purposes. The common shares issued pursuant to the offering are subject to a four-month hold period pursuant to applicable securities laws. The Toronto Stock Exchange (TSX) has conditionally approved the listing of the common shares issued pursuant to the offering.

Related party transaction

Certain insiders of the company (the participating insiders) participated in the offering and acquired an aggregate of 8,889,700 common shares. The participation of the participating insiders constitutes a related party transaction, as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority shareholders in Special Transaction. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the participating insiders' participation in the offering does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report more than 21 days before the closing date of the offering due to the limited time between the launch and closing date, and as the details of the offering were not settled until shortly prior to closing the offering.

About Saturn Oil & Gas Inc.

Saturn 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 environmental, social and governance focused culture, Saturn has a goal to increase reserves, production and cash flows at an attractive return on invested capital. Saturn's shares are listed for trading on the Toronto Stock Exchange under ticker SOIL, on the Frankfurt Stock Exchange under symbol SMKA and on the OTCQX under ticker OILSF.

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