Saturn Oil & Gas Inc. Announces Strategic Acquisition, Debt Consolidation and Tender Offer

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 built an attractive portfolio of low payout, free cash flow operating assets in Southeast Saskatchewan and west-central Saskatchewan which provide an in-depth inventory of long-term economic drilling opportunities in several areas. With an unwavering commitment to building an ESG-focused culture, Saturn’s goal is to grow reserves, production and cash flow with an attractive return on invested capital. Saturn shares are listed on the Toronto Stock Exchange under the symbol “SOIL” and on the Frankfurt Stock Exchange under the symbol “SMKA”.

Further information and a company presentation can be found on Saturn’s website at www.saturnoil.com.

Notice to readers

NON-GAAP MEASURES

This press release includes non-GAAP measures described in more detail herein. These non-GAAP measures do not have any standardized meaning prescribed by IFRS and, therefore, may not be comparable to the calculation of similar measures by other companies. Management believes that the presentation of these non-GAAP measures provides useful information to investors and shareholders because the measures provide increased transparency and the ability to better analyze performance relative to prior periods on a comparable basis.

“Adjusted cash flow” adjusts the cash flow for items beyond the scope of operations, such as transaction costs and decommissioning expenses. Saturn uses adjusted cash flow as a key metric to demonstrate the company’s ability to generate cash to repay debt and fund future capital investments. Adjusted cash flow per share is calculated using the same basic and diluted weighted average shares that are used in the earnings (loss) per share calculation.

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”, “project” , “expected”, “will” or similar words suggesting future results or statements regarding an outlook. Forward-looking information contained in this press release may include, but is not limited to: (i) the ability to repay subordinated debt, the timing and sufficiency of funds to make the expected debt repayment on the loan preferred term, the Company’s strategy, the timing and ability of the Company to close the public offering, the timing at which the TSX Venture Exchange will receive approval for the offer.

The forward-looking statements contained in this press release are based on certain key expectations and assumptions made by Saturn, including expectations and assumptions regarding: the timing and success of future drilling, development and completion activities, the performance of existing wells, performance of new wells, availability and performance of facilities and pipelines, geological characteristics of Saturn properties, commodity prices, enforcement of regulatory and licensing requirements, availability of capital, labor and services, as well as access to and sufficiency of capital. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions that have been used.

Although Saturn believes that the expectations and assumptions on which forward-looking statements are based are reasonable, undue reliance should not be placed on forward-looking statements as Saturn cannot guarantee that they will prove to be accurate. Because forward-looking statements address future events and conditions, they, by their very nature, 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 generally (e.g. operational risks associated with development, exploration and production; uncertainty of reserves; uncertainty of production, cost and expense estimates and projections, and health, safety and environmental risks), service availability constraints, commodity price fluctuations and exchange rates, the current COVID-19 pandemic, 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 for exploration or development projects or capital expenditures. These and other risks are further described in Saturn’s annual information form for the year ended December 31, 2020.

The forward-looking information contained in this press release is made as of the date hereof, and Saturn undertakes 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 applicable law. securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.

BOE PRESENTATION

Boe means barrel of oil equivalent. All boe conversions in this press release are derived by converting gas to oil at a ratio of six thousand cubic feet (“Mcf”) of natural gas to one barrel (“Bbl”) of oil. Boe can be misleading, especially when used in isolation. A Boe conversion rate of 1 Bbl: 6 Mcf is based on an energy equivalence conversion method primarily applicable at the burner tip and does not represent a value equivalence at the wellhead. Since the value ratio of oil to natural gas based on current prices is significantly different from the energy equivalence ratio of 1 bbl:6 mcf, using a conversion ratio of 1 bbl: 6 mcf can be misleading as an indication of value.

FREQUENTLY USED ABBREVIATIONS AND TERMS

Saturn uses the following abbreviations and frequently recurring terms in this press release: “WTI” refers to West Texas Intermediate, a light sweet crude oil grade used as a benchmark price in United States; “bbl” refers to barrel; “bbl/d” refers to barrels per day.

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