Calgary, Alberta–(Newsfile Corp. – August 23, 2024) – Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF) (“Saturn” or the “Pursue“) is pleased to announce that Saturn has received approval from the Toronto Stock Exchange (“TSX“) regarding its intention to make a normal issuer offer (the “NCIB“) to purchase and cancel up to 11,306,825 of its outstanding common shares (“Ordinary shares“) during the one-year period from 27 August 2024 to 26 August 2025 (the “Expiry date“).

The Company’s Board of Directors has approved the NCIB because it believes it is in the best interests of the Company and its shareholders and that it is an efficient use of the Company’s financial resources to return capital to shareholders and purchase Common Shares when the market price of the Common Shares does not fully reflect their underlying value. Although the Company currently intends to purchase Common Shares under the NCIB, there can be no assurance that such purchases will be completed.

As of August 21, 2024, Saturn had 204,198,643 common shares issued and outstanding and 113,068,253 common shares issued and outstanding, less common shares beneficially owned by directors and officers of Saturn and persons who own, control or direct more than 10% of Saturn’s issued and outstanding common shares (the “Public Float“). NCIB’s 11,306,825 common shares represent 10% of the free float.

Pursuant to TSX rules, the maximum number of Common Shares that may be repurchased on the TSX on the same trading day is 46,032 Common Shares (representing 25% of the average daily trading volume of Saturn Common Shares during the six months prior to the date of adoption of the NCIB by the TSX, which was 184,131 Common Shares), subject to certain exceptions for block repurchases.

Ventum Financial Corp. (“Ventum“) will conduct the NCIB on behalf of the Company. Purchases subject to the NCIB will be made by Ventum on behalf of the Company in open market transactions through the facilities of the TSX in accordance with applicable regulatory requirements or through other designated exchanges or alternative Canadian trading platforms. The price paid for the Common Shares will, subject to the pricing rules contained in securities laws, be the prevailing market price of such Common Shares on the TSX at the time of purchase. Saturn intends to fund the purchases from available cash. All Common Shares purchased under the NCIB will be returned to the Treasury and cancelled.

In connection with the NCIB, the Company has entered into an “automatic securities purchase plan” (as defined in applicable Canadian securities laws) with Ventum to make purchases under the NCIB (the “PlanPurchases under the NCIB will be determined by Ventum in its sole discretion and without consultation with the Company, subject to the restrictions of the Plan and the rules of the TSX. The Plan constitutes an “automatic plan” within the meaning of applicable Canadian securities laws and has been reviewed by the TSX. The Plan has been established to provide standing instructions on how to purchase Saturn’s common shares under the NCIB. Accordingly, Ventum, on behalf of the Company, may purchase Common Shares pursuant to the Plan on any trading day during the NCIB, including during Saturn’s self-imposed blackout periods. Saturn may otherwise amend, suspend or terminate the Plan only if it does not have material non-public information, the decision to amend, suspend or terminate the Plan is not made during a self-imposed blackout period and any amendment, suspension or termination is in accordance with the terms of the Plan. Saturn will issue a subsequent news release if the Plan is terminated or material terms of the Plan are changed prior to the Expiration Date.

About Saturn Oil & Gas Inc.

Saturn Oil & Gas Inc. is a growing Canadian energy company focused on delivering positive shareholder returns through the continued responsible development of high quality, light oil-based assets, supported by an acquisition strategy targeting highly accretive, complementary opportunities. Saturn has assembled an attractive portfolio of free cash flow and low-declining operating assets in Saskatchewan and Alberta that provide an extensive range of long-term economic drilling opportunities across multiple zones. With an unwavering commitment to building an ESG-focused culture, Saturn’s goal is to grow reserves, production and cash flows at an attractive return on capital. Saturn’s shares are listed for trading on the TSX under the ticker symbol “SOIL”, on the Frankfurt Stock Exchange under the symbol “SMKA” and on the OTCQX under the ticker symbol “OILSF”.

For more information, visit Saturn’s website at www.saturnoil.com.

Forward-looking information and statements:

This press release contains forward-looking information that is based on current expectations, beliefs, assumptions, estimates and projections about the business and the industry and markets in which the Company operates. Forward-looking information does not guarantee future performance and involves risks, uncertainties and assumptions that are difficult to predict and could cause Saturn’s actual results in future periods to differ materially from those anticipated. In particular, statements regarding the Company’s plans, intentions or possible outcome with respect to the NCIB constitute forward-looking information. Investors are cautioned that all forward-looking information involves risks and uncertainties, including, but not limited to, the risk factors detailed from time to time in the Company’s public filings. These and other risks could cause actual results and events to differ materially. Accordingly, readers should not place undue reliance on forward-looking information, which is qualified in its entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date of this press release, and Saturn undertakes no obligation to publicly release any revisions or updates to any voluntary forward-looking information, except as required by applicable securities laws.

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To view the original version of this press release, please visit https://www.newsfilecorp.com/release/220889.