Saturn Oil & Gas Inc. announced that, subject to market and other conditions, it intends to offer USD 625 million in aggregate principal amount of senior secured second lien notes due 2029 (the "Notes") in a private offering (the
"Offering") exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), to eligible purchasers under Rule 144A and Regulation S of the Securities Act. The Notes will be secured by second priority perfected liens on substantially all of the Company's assets, subject to certain exceptions. Initially, the Notes will not be guaranteed, but in the future the Notes may be guaranteed, on a senior secured second lien basis, by any future restricted subsidiaries of the Company, subject to certain exceptions. The Company expects to use the net proceeds from the Offering to, (a) together with cash on hand and proceeds of its recent $100 million bought deal equity offering of subscription receipts, fund a portion of the cash purchase price of the Company's pending acquisition of certain oil and gas properties, interests, and related assets located in Southern Saskatchewan from Veren Partnership (formerly called Crescent Point Resources Partnership) (the "Acquisition"), (b) repay in full the Company's senior secured term loan, and (c) general corporate purposes, which may include the restructuring of certain hedges. In addition, Saturn has also secured a commitment to arrange a new reserve based loan facility ("RBL"), with available capacity of $150 million that will be undrawn at the closing of the Acquisition. In the event that the Offering is completed prior to the Acquisition, gross proceeds will be deposited in an escrow account pending completion of the Acquisition. The Notes will be subject to a "special mandatory redemption" in the event that the transaction contemplated by the Acquisition is not consummated on or prior to August 14, 2024, or if the Company notifies the trustees of the Notes that it will not pursue the consummation of the Acquisition. The Notes to be offered have not been registered under the Securities Act, Canadian securities laws or the securities laws of any other jurisdiction, and may not be offered or sold within the United States, or to or for the account or benefit of any U.S. Person, absent registration or an applicable exemption from registration requirements. The Company is under no obligation, and has no intention to, register the Notes under the Securities Act, Canadian securities laws or the securities laws of any other jurisdiction in the future. The Notes will be offered and sold in the United States only to persons reasonably believed to be "qualified institutional buyers" in accordance with Rule 144A under the Securities Act and to certain non-"U.S. persons" outside the United States in reliance on Regulation S under the Securities Act.