Saturn Oil & Gas Inc. Closes Private Placement With and Without Broker | 2021-06-04 | Press Releases
Calgary, Alberta – (Newsfile Corp. – June 4, 2021) – Saturn Oil & Gas Inc. (TSXV: SOIL) (FSE: SMK) (“Saturn“or the”Company“) is pleased to announce that, following the Company’s press releases dated May 13, 2021, May 17, 2021 and May 28, 2021, it has closed the private placements with and without a broker for a total of 32 , $ 8 million.
“With the closing of these financings, Saturn takes one more step toward completing our transformational acquisition of high-quality light oil assets in Southeast Saskatchewan, which will position our company as a disciplined, flow-generating engine. free cash flow designed to generate value for shareholders and other stakeholders, ”said John Jeffrey, CEO of Saturn. “We value the market’s confidence in our history, demonstrated by the rapid execution of these financings, which provide Saturn with the financial flexibility necessary to improve our assets for the foreseeable future.”
In accordance with the negotiated part of the offer (the “Negotiated financing“) led by Echelon Wealth Partners Inc. together with Canaccord Genuity Corp. (collectively, the”Agents“), Saturn has closed a private placement of 115,000,000 subscription receipts (the”Subscription receipts“) at a price of $ 0.12 per subscription receipt (the”FundingPrice“) for aggregate gross proceeds of $ 13.8 million, including the full exercise of the Agents’ 15% over-allotment option.
The gross proceeds from the sale of the Subscription Receipts, less 50% of the Agents’ fees in respect of such sale, will be held by Computershare Trust Company of Canada, as Agent of the Subscription Receipts, pending the satisfaction of the Escrow Release Condition (as defined below) in accordance with the terms of the Subscription Receipt Agreement entered into at the close of the Brokerage Funding (the “Subscription receipt agreement“).
Each Subscription Receipt, after completion of the proposed acquisition previously announced (the “Acquisition“) certain light oil assets in Southeast Saskatchewan (see the Company’s May 13, 2021 press release) and the satisfaction of certain escrow release conditions as further described in the subscription receipt agreement (the “Escrow Release Conditions“), authorize the holder to receive, without payment of additional consideration or taking additional measures, a special mandate from the Company (each a”Special mandate“) under the conditions set out below.
In connection with the negotiated financing, the Agents received a cash commission equal to 7% of the total gross proceeds of the negotiated financing and received special compensation warrants (“Special compensation mandates“) equal to 7% of the number of Subscription Receipts sold under the Negotiated Financing. Each Special Compensation Warrant may be exercised in one (1) Compensation Option (a”Compensation option“), without additional consideration, at any time after the financing by the intermediary (the”Closing“), and each special remuneration warrants not previously exercised will be deemed to have been exercised no later than (i) the day following the issuance of a visa for a final prospectus qualifying the units (as defined below) for distribution in Eligible Jurisdictions and (ii) the date that is four months and one day after Closing. Each Compensation Option will allow its holder to purchase one Unit (on the same terms as the Units below) at a price of ‘exercise of $ 0.12 anytime up to 24 months after the Closure.
The Company also closed the last tranche of its non-intermediary financing (“Financing without intermediary“and with the Courted Funding, the”Funding“) for 64,583,333 additional special warrants (for a total of 153,333,333 special warrants in non-brokerage financing) at the financing price for total gross proceeds in non-brokerage financing of $ 18.4 million In connection with the broker-less financing, the certain discoverers received a total of $ 813,400 in finder’s fees and 6,779,090 special indemnification warrants.
Once the escrow release conditions are met, the Company will have 268,333,333 special warrants outstanding. Each special warrant will be convertible into one unit of Saturn (each, a “Unit“) without payment of any additional consideration and will be deemed to have been converted at the earliest between (a) four (4) months and one day from the date of issue, and (b) five (5) days after receipt a visa for a simplified prospectus filed in accordance with applicable Canadian securities laws.
Each unit will consist of one ordinary share in the capital of the Company (each one “Ordinary share“) and one common share purchase warrant (each a”To guarantee“), each warrant entitling its holder to purchase one common share (each a”To guaranteeShare“) in the capital of the Company at an exercise price of $ 0.16 per warrant share for 24 months from the date of issuance of the special warrant. The Company intends to apply listing of warrants on the TSX Venture Exchange (the “Exchange“).
The Company will use commercially reasonable efforts to prepare, file and obtain a receipt for a final short form prospectus in provinces where special warrants are sold, qualifying the distribution of units and compensation options. If a visa for a final prospectus is not received by June 30, 2021, each special warrant will subsequently be convertible into 1.20 units.
A portion of the proceeds of the financings will be used to fund the purchase price of the acquisition and related closing adjustments.
About Saturn Oil & Gas Inc.
Saturn Oil & Gas Inc. is a growing Canadian energy company focused on generating positive returns for shareholders 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 built an attractive portfolio of low-cash-flow, low-decline mined assets in Southeast Saskatchewan, which provide an inventory of long-term, cost-effective drilling opportunities in several areas. With an unwavering commitment to building an ESG-driven culture, Saturn’s goal is to increase reserves, production and cash flow at an attractive return on invested capital. Saturn’s shares are listed on the TSXV stock exchange under the symbol “SOIL” and on the Frankfurt Stock Exchange under the symbol “SMK”. Further information and a corporate presentation are available on the Saturn website at http://www.saturnoil.com/.
Investor and media contact:
Saturn’s Oil and Gas
John Jeffrey, MBA – CEO and Chairman of the Board
Phone. : +1 (587) 392-7902
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice to readers
This press release is not an offer to sell the securities in the United States. The securities offered have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”) or any United States securities law and may not be offered or sold to United States in the absence of registration. or an available exemption from the registration requirement of the US Securities Act and applicable US securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and there will be no sale of such securities, in any jurisdiction in which such offer, solicitation or sale would be illegal.
Forward-looking information and statements
Certain information contained in this press release constitutes forward-looking information under applicable securities laws. Forward-looking information generally contains statements with words such as “anticipate”, “believe”, “expect”, “plan”, “intend”, “estimate”, “propose”, “plan” , “” Or similar words suggesting future results or statements about a prospect. Forward-looking information contained in this press release may include, without limitation, statements regarding: qualification for distribution of units and compensation options, including timing thereof and obtaining legal approvals and regulations required for this purpose; the satisfaction of the conditions of release of the escrow; the listing of warrants on the stock exchange; and the use of the proceeds of the Funding.
While Saturn believes that the expectations and assumptions upon which forward-looking statements are based are reasonable, forward-looking statements should not be relied on unduly as Saturn cannot guarantee that they will prove to be correct. Because forward-looking statements relate to future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently expected due to a number of factors and risks.
Forward-looking information is based on a number of factors and assumptions which were used to develop such information but which may prove to be inaccurate. Although Saturn believes that the expectations reflected in its forward-looking information are reasonable, one should not place undue reliance on forward-looking information as Saturn cannot guarantee that such expectations will prove to be correct. In addition to other factors and assumptions that may be identified in this press release, assumptions have been made regarding and are implied by, among other things, the timely receipt of all required regulatory approvals and the satisfaction of all conditions to the completion of the Locations. Readers are cautioned that the foregoing list is not exhaustive of all the factors and assumptions that have been used.
The forward-looking information contained in this press release is made as of the date hereof and Saturn assumes no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.
All dollar amounts included herein are presented in Canadian dollars.
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