Saturn Oil & Gas Inc. is pleased to announce that, further to the Company's January 20, 2023 press release, it has closed its previously announced bought deal offering (the "Bought Deal Offering"). Pursuant to the Bought Deal Offering, the Company issued a total of 59,242,000 subscription receipts ("Subscription Receipts") at a price of $2.11 per Subscription Receipt for gross proceeds of $125,000,620. The Bought Deal Offering was completed by way of a prospectus supplement to the Company's base shelf prospectus and was underwritten by Echelon Capital Markets ("Echelon"), as sole bookrunner and co-lead, Canaccord Genuity Corp., as co-lead, and with syndicate underwriters including Eight Capital, Beacon Securities Limited and Paradigm Capital Inc. (collectively, the "Underwriters"). The Underwriters received a cash commission of 5.0% of the gross proceeds of the Bought Deal Offering. As previously indicated, the Company has received more than $110 million in strategic equity commitments from GMT Capital Corp., Libra Advisors, LLC, and two other lead institutional investors.
Each Subscription Receipt represents the right of the holder to receive, upon closing of the Company's previously announced arrangement to acquire Ridgeback Resources Inc. by way of statutory plan of arrangement (the "Ridgeback Acquisition") (expected to close in Q1 2023), without payment of additional consideration, one common share of the Company.
If the Ridgeback Acquisition is not completed by May 31, 2023 (being 120 days from the closing date of the Bought Deal Offering) or if the Ridgeback Acquisition is terminated at an earlier time, the gross proceeds of the Bought Deal Offering and pro rata entitlement to interest earned or deemed to be earned on the gross proceeds of the Bought Deal Offering, net of any applicable withholding taxes, will be paid to holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
The Company will use the net proceeds of the Bought Deal Offering to pay for a portion of the cash consideration of the Ridgeback Acquisition and for general working capital purposes, as further described in the Company's prospectus supplement dated January 24, 2023 to the Company's final base shelf prospectus dated May 19, 2022 (collectively, the "Prospectus").
The TSX Venture Exchange ("TSXV") has conditionally accepted for listing the 59,242,000 Subscription Receipts, subject to receipt of final approval.
Related Party Transaction
Certain insiders of the Company (the "Participating Insiders") participated in the Bought Deal Offering and acquired an aggregate of 272,500 Subscription Receipts. The participation of the Participating Insiders constitutes a "related party transaction", as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transaction ("MI 61-101"). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the Participating Insiders' participation in the Bought Deal Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the closing date of the Bought Deal Offering due to the limited time between the launch and closing date.