Saturn Oil & Gas Inc. Announces Normal Course Issuer Bid
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CALGARY, ALBERTA - August 23, 2024 - Saturn Oil Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF) (“Saturn” or the “Company”) is pleased to announce that Saturn has received acceptance from the Toronto Stock Exchange (“TSX”) in respect of its intention to make a normal course issuer bid (the “NCIB”) to purchase and cancel up to 11,306,825 of its outstanding common shares (“Common Shares”) during the one-year period from August 27, 2024 to August 26, 2025 (the “Expiry Date”).
The Board of Directors of the Company has authorized the NCIB because it believes that 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 presently intends to purchase Common Shares under the NCIB, there can be no assurance that any 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 after excluding common shares beneficially owned by directors and executive officers of Saturn and persons who beneficially own or exercise control or direction over more than 10% of the issued and outstanding common shares of Saturn (the “Public Float”). The 11,306,825 common shares under the NCIB represent 10% of the Public Float.
Pursuant to TSX rules, the maximum number of common shares that may be repurchased during the same trading day on the TSX is 46,032 common shares (being 25% of the average daily trading volume of Saturn common shares for the six months preceding the date of TSX acceptance of the NCIB, which was equal to 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 carried out by Ventum on behalf of the Company pursuant to 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 be, subject to pricing rules contained in securities laws, the prevailing market price of such common shares on the TSX at the time of such purchase. Saturn intends to fund the purchases out of available cash. All common shares purchased under the NCIB will be returned to treasury and cancelled.
In connection with the NCIB, the Company has entered into an “automatic securities purchase plan” (as defined under applicable Canadian securities laws) with Ventum for the purpose of making purchases under the NCIB (the “Plan”). Purchases under the NCIB will be determined by Ventum in its sole discretion, without consultation with the Company, subject to the limitations of the Plan and the rules of the TSX. The Plan constitutes an “automatic plan” for purposes of applicable Canadian securities laws and has been reviewed by the TSX. The Plan was established to provide standing instructions regarding how Saturn’s common shares are to be purchased under the NCIB. Accordingly, Ventum on behalf of the Company may purchase common shares in accordance with the Plan on any trading day during the NCIB including during Saturn’s self-imposed trading blackout periods. Saturn may otherwise vary, suspend or terminate the Plan only if it does not have material non-public information, the decision to vary, suspend or terminate the Plan is not taken during a self-imposed trading blackout period and any variation, suspension or termination is made in accordance with the terms of the Plan. Saturn will issue a subsequent press release if the Plan is terminated or any material terms of the Plan are amended prior to the Expiry Date.
About Saturn Oil Gas Inc.
Saturn Oil Gas Inc. 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 ESG-focused culture, Saturn’s goal is to increase reserves, production and cash flows at an attractive return on invested capital. Saturn’s shares are listed for trading on the TSX under ticker ‘SOIL’ on the Frankfurt Stock Exchange under symbol ‘SMKA’ and on the OTCQX under the ticker ‘OILSF’.
Further information available on Saturn’s website at www.saturnoil.com.
Saturn Oil Gas Investor Media Contacts:
John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7900
Kevin Smith, MBA - VP Corporate Development
Tel: +1 (587) 392-7900
Forward-Looking Information and Statements:
This news release contains forward-looking information that is based on current expectations, beliefs, assumptions, estimates and forecasts 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 which are difficult to predict and which may cause Saturn’s actual results in future periods to differ materially from expected results. In particular, statements about the Company’s plans, intentions or potential outcome regarding the NCIB constitute forward-looking information. Investors are cautioned that all forward-looking information involves risks and uncertainties including, without limitation, those risk factors listed from time to time in the Company’s public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking information, which are qualified in their entirety by this cautionary statement. The forward-looking statements contained in this press release are made as of the date hereof, and Saturn does not undertake any obligation to release publicly any revisions to or updating any voluntary forward-looking information, except as required by applicable securities law.
