Calgary, Alberta–(Newsfile Corp. – June 2, 2021) – Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMK) (“Saturn” or the “Company”) is pleased to announce the appointment of Mr. Scott Sanborn as Chief Financial Officer (“CFO”), effective June 1, 2021, along with a proposed consolidation (the “Share Consolidation”) of Saturn’s outstanding common shares (the “Common Shares”) on an up to 20:1 basis (the “Consolidation Ratio”) as may be determined by the board of directors of the Company (the “Board”) in its sole discretion, subject to shareholder and regulatory approval.
Appointment of Chief Financial Officer
Saturn is excited to announce that Mr. Scott Sanborn will be assuming the role of CFO on a full-time, permanent basis effective June 1, 2021. Mr. Sanborn brings over 14 years of oil and gas focused finance, capital markets and accounting experience. He most recently served as Corporate Controller of Calgary-based Jupiter Resources from November 2016 until its sale to Tourmaline Oil in December 2020. Prior thereto, Mr. Sanborn held various leadership roles with energy companies including Marquee Energy and Verano Energy, and earlier, worked with KPMG LLP. Mr. Sanborn holds his Chartered Professional Accountant Designation and earned a Bachelor of Commerce degree in Accounting from the University of Calgary. The Company is pleased to welcome Scott to the team and wishes to thank departing interim CFO, Ms. Wendy Woolsey, for her significant contributions to Saturn over the past eight months.
Rationale for the Proposed Share Consolidation
The primary objective for Saturn’s Board to seek authority to effect the Share Consolidation is to provide greater flexibility in any future acquisitions and financings the Company may wish to complete. In particular, in light of the current market conditions, management believes it will be beneficial to the current shareholders to have issued share capital made more attractive to future investors. Additionally, an increase in per-share trading price of the Common Shares following the Share Consolidation may reduce certain transaction costs for investors when trading in the Common Shares.
In determining whether to seek approval to effect the Share Consolidation, the Board also considered a number of other market and business factors deemed relevant, as well as general capital markets and economic conditions. The proposed Share Consolidation is part of Saturn’s overall strategy to drive long-term shareholder value and to increase its profile as the Company continues to grow and evolve.
Saturn announces that a special meeting of shareholders of the Company will be held on June 22, 2021 (the “Meeting”). At the Meeting, shareholders will be asked to consider, and, if thought appropriate, pass with or without variation, a special resolution (the “Share Consolidation Resolution”) authorizing and approving an amendment to the Company’s articles to effect a Share Consolidation of the issued and outstanding Common Shares on the basis of one (1) post-consolidation Common Share for up to twenty (20) pre-consolidation Common Shares, as determined by the Board in its sole discretion, and as more particularly described in Saturn’s management information circular which was filed on SEDAR June 1, 2021, and will be mailed to shareholders prior to the Meeting (the “Information Circular”).
Required Approvals and Effective Date
To be effective, the Share Consolidation Resolution must be approved by not less than 66 2/3% of the votes cast at the Meeting by shareholders in person or represented by proxy. The Board recommends shareholders vote FOR the Share Consolidation Resolution, as disclosed in the Information Circular. In addition to the approval of shareholders at the Meeting, the Share Consolidation Resolution is subject to acceptance of the TSX Venture Exchange (the “TSXV”).
Assuming approval of the Share Consolidation is obtained from the shareholders and the TSXV, the Board expects to proceed with the Share Consolidation shortly after the date of the Meeting. In such case, when implemented, the Share Consolidation will take effect on a date to be coordinated with the TSXV and will be announced by press release on such effective date by the Company.
Notwithstanding the foregoing, even if the Share Consolidation Resolution is approved by shareholders at the Meeting, the Board may elect not to proceed with the Share Consolidation, in its sole discretion. The Board will continue to assess market conditions and the interests of the Company and shareholders before proceeding to effect the Share Consolidation, if at all.
Principal Effects of the Share Consolidation
As at the date hereof, Saturn has 234,573,715 Common Shares issued and outstanding, and upon completion of the previously announced private placement offerings (for details, see the press releases dated May 13, 17, 21 and 28, 2021), the Company expects to have 502,573,715 basic Common Shares outstanding on conversion of the up to 115,000,000 subscription receipts and 153,333,333 special warrants issuable pursuant thereto. Upon completion of the Share Consolidation, assuming that (a) no further Common Shares are issued prior to the Share Consolidation, and (b) the maximum allowable Share Consolidation of one (1) post-consolidation Common Share for twenty (20) pre-consolidation Common Shares, the number of post-consolidation Common Shares issued and outstanding will be approximately 27,828,687 (on a non-diluted basis). In addition, the Company expects to issue an aggregate of up to 268,333,333 special warrants pursuant to the previously announced brokered and non-brokered private placement offerings. Post consolidation, these special warrants would be convertible into 13,416,667 common shares and 13,416,667 warrants exercisable for $3.20 per share for a period of two years from the date of issuance.
The implementation of the Share Consolidation would not affect the total shareholders’ equity of the Company or any components of shareholders’ equity as reflected on Saturn’s financial statements except: (i) to change the number of issued and outstanding Common Shares; and (ii) to change the number of outstanding stock options and common share purchase warrants of the Company, as well as their relative exercise prices, to reflect the Share Consolidation.
The Share Consolidation will not materially change any shareholder’s proportion of votes to total votes; however, if the Share Consolidation is effected by the Board, the total number of votes that a shareholder may cast at any future shareholder meeting of the Company will be reduced.
Any fractional Common Share resulting from the Share Consolidation will be rounded down to the nearest whole number and any such fractional interest will be cancelled without consideration.
The Company’s name will not be changed in connection with the Share Consolidation, and will remain as Saturn Oil & Gas Inc. A further announcement on process for the consolidation will follow the AGM.
About Saturn Oil & Gas Inc.
Saturn Oil & Gas Inc. (TSXV: SOIL) (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 and production through retained earnings. Saturn’s portfolio will become its key to growth and provide long-term stability to shareholders.
Investor & Media Contact:
Saturn Oil & Gas
John Jeffrey, MBA – Chief Executive Officer & Chairman
Tel: +1 (587) 392-7902
Forward-Looking Information and Statements
Certain information included in this press 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 press release may include, but is not limited to, the proposed share consolidation (and approvals thereto); effects of the share consolidation; impacts on share pricing and liquidity levels; completion of the brokered and non brokered financings and aggregate purchased thereunder, timing of the share consolidation; receipt of required legal and regulatory approvals for the completion of the share consolidation (including approval of the TSXV); future consolidation opportunities and acquisition targets; and the business plan, cost model and strategy of the Company.
The forward-looking statements contained in this press 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 share consolidation, 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 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, 2020, and will be set out in Saturn’s Management Information Circular relating to the Share Consolidation.
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 press 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 share consolidation. 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 press 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 press release is expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.