SASKATOON, Saskatchewan, July 18, 2018 (GLOBE NEWSWIRE) — Saturn Oil & Gas Inc. (“Saturn” or the “Company”) (TSX.V:SMI) (FSE:SMK) is pleased to announce that it has completed the previously announced (see news release dated June 13, 2018) brokered private placement of flow-through common shares (the “Flow-Through Shares“) and both brokered and non- brokered non-flow-through units (the “Units“). The private placement, inclusive of prior non-brokered tranches, consisted in the aggregate of 7,786,700 Flow-Through Shares at a price of $0.12 per Flow-Through Share and 25,852,800 Units at a price of $0.12 per Unit, for total gross proceeds of $4.04 million (the “Private Placement“). Each Unit consists of one common share (a “Common Share“) of the Company and one common share purchase warrant (a “Warrant“) exercisable into one Common Share of the Company at a price of $0.18 per Warrant for a period of 24 months from the date hereof.
The Private Placement was brokered by Canaccord Genuity Corp. and Gravitas Securities Inc. (together “the Agents“). The Agents were paid a commission comprised of a cash fee in the amount of $195,351 and issued an aggregate of 1,627,947 Agents’ unit options. Each Agents’ unit option is exercisable into one Unit at a price of $0.12 per Unit for a period of 24 months from the date hereof.
Under the Offering John Jeffrey, an officer and director of the Company, purchased 2,708,000 Units and Scott Newman, an officer and director of the Company, purchased 833,333 Units. Their participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101“). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contain in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, in so far as the Offering involves the insiders, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of this tranche of the Offering, as the Company was not aware of the insider’s participation in the Offering at such time.
All securities issued under the Private Placement and to the Agents, including securities issuable on exercise thereof, are subject to a hold period expiring four months and one day from the date hereof.
About Saturn Oil & Gas Inc.
Saturn Oil & Gas Inc. (TSX.V:SMI) (FSE:SMK) 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 & production through retained earnings. Saturn’s portfolio will become its key to growth and provide long-term stability to shareholders.