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- Accretive acquisition of select assets in Southeast and
Southwest Saskatchewan that
collectively add 13,000 boe/d of 96% liquids-weighted production,
950 gross identified drilling locations(1), expands Tier
1 drilling inventory by 65% and establishes Saturn as the
6th largest producer in the Province of Saskatchewan(2)
- US$625 million committed debt
financing that will replace the Company's existing senior secured
term loan at a significantly reduced interest rate, reduced hedging
and no development capital spending restrictions, and an agreement
for a new undrawn $150 million
reserves-based credit facility commitment, that provides
opportunity for greater flexibility and transforms Saturn's
borrowing base
- Bought deal equity financing of $100
million with gross proceeds directed to fund the Acquisition
supported by Company's largest shareholder GMT Capital
Corp.
- Pro forma the acquisition, Saturn will be firmly positioned
as a top-tier intermediate oil producer with a pro forma market
capitalization of $541 million and an
enterprise value of $1.3 billion
along with run rate production of approximately 38,000 – 40,000
boe/d, a combined PDP / TP+P reserves base of 105.3 / 223.7 Mmboe,
with PDP / TP+P reserve NPV10 values of $2.3 / $4.2
billion, and forecasted next 12 months midpoint adjusted
EBITDA / Free Funds Flow of approximately $639 million / $210
million
- Enhanced capital flexibility for Saturn to sustainably fund
and execute its growth-oriented development program to add high
margin, liquids-weighted production while organic free funds flow
will be directed towards rapidly reducing indebtedness to 0.9x –
1.0x (from a peak of ~1.25x at closing) within twelve months, after
which point the Company will be in a strong financial position to
evaluate significant return of capital initiatives to
shareholders
CALGARY,
AB, May 6, 2024 /CNW/ - Saturn Oil & Gas
Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF)("Saturn")
or the "Company") is pleased to announce today that the
Company has entered into a definitive purchase agreement for the
strategic acquisition of two oil-weighted asset packages in
southern Saskatchewan (the
"Acquisition") that are contiguous with the Company's
existing Saskatchewan asset base,
for total net cash consideration of approximately $525 million (the "Transaction Value" or
"TV"). The closing date of the Acquisition is expected on or
about June 14, 2024 (the "Closing
Date") with an effective date of January
1, 2024 (the "Effective Date"), subject to customary
approvals and closing conditions.
The Acquisition is comprised of two distinct asset packages that
directly offset existing core properties, which include Battrum
area assets located in Southwest
Saskatchewan (the "Battrum Assets") and Flat Lake
area assets located in Southeast
Saskatchewan (the "Flat Lake Assets") (collectively,
the "Acquired Assets"). The Acquisition demonstrates
Saturn's strategy to drive accretive growth by identifying and
acquiring top-quality oil-weighted assets that offer long-term
development runways. Moreover, the Acquisition facilitates
the appropriate operational size required to access the lower-cost
and more flexible debt capital secured by Saturn, as described in
further detail below. The total cost of the Acquisition, net of
customary closing adjustments is expected to be $525 million.
The Acquisition will be funded through a US$625 million debt commitment provided by
Goldman Sachs, subject to customary conditions (the "Debt
Commitment"), which will replace Saturn's existing senior
secured term loan facility ("Existing Senior Secured Term
Loan"), as well as a bought-deal subscription receipt financing
for aggregate gross proceeds of approximately $100 million (the "Offering"). Saturn has
also entered into an agreement with National Bank of Canada ("NBC") pursuant to which NBC
has committed to arrange a $150
million reserves-based loan ("RBL"), subject to
customary closing conditions. The RBL further increases the
Company's liquidity, and is expected to remain undrawn at the
Closing Date. The introduction of the new Canadian and US
institutions as capital markets partners represents the next phase
in Saturn's evolution as a growing mid-cap oil producer in the
Canadian energy sector.
Acquisition Highlights
- Production from the Acquired Assets is expected to be
approximately 13,000 boe/d, at the Closing Date, comprising 96% oil
and NGLs, (11,400 bbl/d of light/medium crude oil, 1,100 bbl/d NGLs
and 3,020 mcf/d of natural gas);
- Low decline production of 16%, with active waterfloods and
additional secondary recovery opportunities to further enhance long
term value;
- 90%+ of acquired acreage is on crown land, which aids in the
accretive nature of future development locations due to provincial
royalty incentives;
- Saturn's established infrastructure in the area underpins
attractive cost structure, increases operational efficiencies and
has sufficient capacity to support future growth;
- The Acquired Assets offer multi-zone development opportunities
with stacked pay, provide meaningful operational synergies, further
advance Saturn's strategic growth strategy through the addition of
approximately 950 gross (780 net) identified drilling
locations(1) (approximately 240 gross (200 net) booked
locations(1)) expanding the Company's existing drilling
inventory of over 20 years, with abundant future reserve booking
potential;
- High netback production is generated though premium quality
oil, owned and operated infrastructure and advantageous royalty
framework in Saskatchewan;
- The Acquired Assets have a positive Licensee Liability Report
("LLR") rating of 10.0, which as a stand-alone asset would
be in the top 10% of all Saskatchewan producers and is accretive to
Saturn's current LLR rating.
- The Company is expected to benefit from operating synergies as
part of the acquisition:
- Synergistic Operations and Further Scale in Saskatchewan: Saturn's existing West
Central and Southeast Saskatchewan
areas, which offset the Acquired Assets and feature a local field
office, will drive material development and operational synergies.
Additional synergies will be driven through Company's high-quality
infrastructure and existing marketing arrangements. Saturn's
exploitation expertise in the Viking play is expected to benefit
Lower Shaunavon development, while the Company's experience
developing the Viewfield Bakken is directly applicable to the
development of Torquay and Bakken
wells at the Flat Lake Asset.
- Long Life, High Growth, and
High Margin Development Runway: Due to the high-quality nature
of the drilling inventory, current production levels can be
maintained for over 20 years at a drilling pace of 20 to 30 wells
per year. The Acquired Assets also have significant upside
potential to increase production with an accelerated development
capital program should commodity and market dynamics become more
constructive.
- Waterflood Provides Foundation for Further Enhanced Oil
Recovery: Successful active waterfloods in the Acquired Assets
demonstrate proven results in surrounding well performances and
offer material production uplift potential with higher rates of
return in established waterflood areas.
- Identified Opportunities to Unlock Value: Saturn intends
to leverage its proven operating strategy and practices deployed in
Saskatchewan to enhance
efficiencies, increase production, reduce operating costs, and
expand margins from the Acquired Assets, thereby unlocking value
not previously captured.
- The Acquired Assets are expected to generate approximately
$251 million of Net Operating Income
("NOI") for the Next 12 Months
("NTM")(3);
- Proved Developed Producing ("PDP") reserves of 44.1
million boe(1), with $926
million of future net revenue discounted at 10%
("NPV10");
- Total Proved plus Probable ("TP+P") reserves of 78.4
million boe(1), with an NPV10 of $1.4 billion;
Attractive Acquisition Metrics:
|
|
Acquisition
|
Acquisition
Metric
|
Net Purchase
Price
|
|
|
$525MM
|
Production
|
|
13,000 boe/d
|
$40,385 per
boe/d
|
Net Operating
Income
|
|
$251MM
|
2.1x
|
Reserves
|
|
|
|
PDP Reserves
|
|
44.1 MMboe
|
$13.61 / boe
|
PDP Reserve
NPV10
|
|
$926.2MM
|
0.65x
|
TP+P
Reserves
|
|
78.4 MMboe
|
$7.65 / boe
|
TP+P Reserves
NPV10
|
|
$1,444MM
|
0.42
|
Pro Forma Metrics and Guidance Highlights
- Pro forma completion of the Acquisition, Saturn forecasts NTM
production to average 38,000 to 40,000 boe/d (83% light/medium
crude oil and NGLs)(4) at the Closing Date, (see
"Revised Corporate Guidance" below for further
details);
- PDP Reserves to total 104 million boe(1) with NPV10
of $2.3 billion, equal to a Net Asset
Value ("NAV") of $7.53 per
basic share(3);
- TP+P reserves to total 217 million boe(1) with an
NPV10 of $4.2 billion, a NAV of
$16.87 per basic
share(3);
- The Acquisition is expected to generate meaningful financial
accretion across multiple metrics:
- 13% accretive to PDP NAV per basic share(3), as of
the Effective Date;
- 22% accretive to Adjusted funds flow(3) per basic
share, over the next 12 months post Closing Date (see "Revised
Corporate Guidance" below for further details);
- Net Debt to Adjusted EBITDA(3) increases modestly
and is expected to be 1.2x-1.3x on closing of the Acquisition,
dropping to approximately 1.0x - 0.9x at June 30, 2025, on an annualized basis and
approximately two years from the Closing Date.
"The Acquired Assets are a perfect fit with Saturn's existing
Saskatchewan operations and offer
meaningful synergies. The Acquisition is highly accretive for our
shareholders and consistent with our strategy of acquiring quality
assets where we can apply our strategic operating approach to
enhance margins, grow Adjusted EBITDA(3) and increase
Free Funds Flow(3)," commented John Jeffrey, Chief Executive Officer. "The
financial flexibility offered by our transformed capital structure,
ideally positions Saturn to efficiently develop our expansive light
oil focused assets, optimize our cost structure and create
value for our shareholders."
Updated Corporate Guidance for 2024
The following table summarizes the Company's pro forma updated
operating and financial guidance for the next 12 months following
the Closing Date, reflecting changes to the Company's expected
stand alone forecast.
Next 12 Months
Guidance Range
|
|
Stand Alone
Forecast
|
Pro
Forma,
Post-Closing
|
Change to
Midpoint
|
WTI oil price
average
|
$US
|
80.00
|
80.00
|
-
|
Average
production(4)
|
Boe/d
|
26,365
|
38,000 –
40,000
|
+48 %
|
Adjusted
EBITDA(3), before derivatives
|
$MM
|
477
|
698 – 736
|
+50 %
|
Adjusted
EBITDA(3), net derivatives
|
$MM
|
399
|
620 – 658
|
+60 %
|
Adjusted Funds
Flow(3)
|
$MM
|
337
|
502 – 540
|
+53 %
|
Adjusted Funds Flow Per
Share(3)
|
$/sh
|
2.09
|
2.46 – 2.65
|
+22 %
|
Development capital
expenditures(3)
|
$MM
|
203
|
301
|
+53 %
|
Free Funds
Flow(3)
|
$MM
|
128
|
191 – 229
|
+64 %
|
Free Funds Flow Per
Share(3)
|
$/sh
|
0.79
|
0.94– 1.12
|
+30 %
|
Free Funds Flow
Yield(3)
|
%
|
30 %
|
36% - 43%
|
|
Decommissioning
expenditures
|
$MM
|
13
|
14
|
+8 %
|
Net Debt(3)
Closing Date
|
$MM
|
315
|
792
|
+151 %
|
Net Debt(3)
to adjusted EBITDA(1)
|
Ratio
|
0.9x
|
1.2x – 1.3x
|
|
Net Debt at end of 12
month period
|
$MM
|
|
584 - 682
|
|
Forward Net Debt to
Adj. EBITDA
|
Ratio
|
|
0.9x – 1.0x
|
|
Weighted average common
shares
|
MM
|
161.5
|
204.1
|
+25 %
|
|
|
|
|
|
Reserve
Impact
|
|
Stand
Alone
|
Pro
Forma
|
Change
|
PDP
Reserves(1)
|
MMBOE
|
61.2
|
105.3
|
72 %
|
PDP Reserve
NPV10(1)
|
$MM
|
1,402
|
2,328
|
66 %
|
PDP NAV per Basic
Share(1)
|
$/sh
|
6.73
|
7.53
|
13 %
|
TP+P
Reserves(1)`
|
MMBOE
|
145.3
|
223.7
|
54 %
|
TP+P Reserves
NPV10(1)
|
$MM
|
2,790
|
4,234
|
52 %
|
TP+P NAV per Basic
Share(1)
|
$/sh
|
15.33
|
17.08
|
11 %
|
Transformed Debt Capitalization
In connection with the Acquisition, Saturn has secured a
US$625 million Debt Commitment, which
will replace the outstanding Existing Senior Secured Term Loan
allowing the Company to optimize its capital structure and cost of
capital.
"The evolution of our funding sources marks a pivotal moment in
the Company's financial development, substantially reducing
Saturn's cost of capital and increasing the Company's capital
allocation flexibility," stated Scott
Sanborn, Saturn's Chief Financial Officer. "The Debt
Commitment underscores the Company's dedication to prudent
financial management and focus on driving long term shareholder
value creation."
Saturn has also secured a commitment to arrange a new RBL, with
a borrowing base and available capacity of $150 million on a fully conforming basis that
will be undrawn at the Closing Date. Once entered into, the RBL
will ensure Saturn has ample financial flexibility to maintain
operations and continue its prudent development of its low-decline,
light oil weighted asset base.
Bought Deal Equity Offering
Concurrent with the Acquisition, Saturn has entered into an
agreement in respect of the Offering, with Echelon Capital Markets
acting as sole lend and bookrunner, with a syndicate of
underwriters including (the "Underwriters") to issue and
sell, 42.6 million subscription receipts ("Subscription
Receipts") on a bought deal basis. The Subscription Receipts
will be offered at a price of $2.35
per Subscription Receipt (the "Offering Price") for
aggregate gross proceeds of approximately $100 million. The Company will use the net
proceeds of the offering to pay for a portion of the consideration
of the Acquisition.
Each Subscription Receipt represents the right of the holder to
receive, upon closing of the Acquisition, without payment of
additional consideration, one common share of the Company.
Saturn has also granted the Underwriters an over-allotment
option to purchase, in whole or part, up to an additional 6.38
million Subscription Receipts at the Offering Price to cover
over-allotments, if any, exercisable at any time and from time to
time until the date that is 30 days following the closing of the
Offering. If the over-allotment option is exercised in full, gross
proceeds from the Offering will be approximately $115 million.
If the Acquisition is not completed as described above by
August 21, 2024, or if the
Acquisition is terminated at an earlier time, the gross proceeds of
the Offering and pro rata entitlement to interest earned or deemed
to be earned on the gross proceeds of the Offering, net of any
applicable withholding taxes, will be paid to holders of the
Subscription Receipts and the Subscription Receipts will be
cancelled.
The Subscription Receipts (i) will be offered in all provinces
and territories of Canada
(excluding Quebec) pursuant to a
prospectus supplement to the Company's base shelf prospectus, which
will describe the terms of the Subscription Receipts and (ii) may
be distributed in the United
States to persons reasonably believed to be Qualified
Institutional Buyers (As defined in Rule 144A under the U.S.
Securities Act of 1933, as amended (the "U.S Securities
Act") pursuant to an exemption under Rule 144A. The Offering is
expected to close on or about May 15,
2024, and is subject to certain conditions including, but
not limited to, the approval of the Toronto Stock Exchange (the
"Exchange"). The Company expects that it will seek the
approval of the Exchange to list the Subscription Receipts once
issued, such listing being subject to Exchange approval.
Advisors
Echelon Capital Markets is acting as financial advisor to Saturn
on the Acquisition. Goldman Sachs is acting as strategic advisor to
Saturn on the Acquisition and has provided the Debt Commitment
(subject to customary conditions); and National Bank Financial
Markets is acting as Lead Arranger and sole Bookrunner on the
Company's new RBL. Dentons Canada LLP is acting as Canadian legal
counsel and Baker Botts LLP is acting as US legal counsel to Saturn
with respect to the Acquisition, the Offering, and the Debt
Commitment. DLA Piper, LLP is acting as legal advisor to the
Underwriters. Latham Watkins LLP and Torys LLP are acting as US and
Canadian counsel to Goldman Sachs, respectively.
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.
Notes:
|
(1)
|
See Reader Advisory
"Reserve Disclosure"
|
(2)
|
Source: XI Technologies
Inc.
|
(3)
|
See Reader Advisory
"Non-GAAP and Other Financial Measures"
|
(4)
|
See Production
Breakdown by Product Type
|
Reader Advisory
This news release is not an offer of the securities for sale in
the United States. The securities
offered have not been, and will not be, registered under the U.S.
Securities Act or any U.S. state securities laws and may not be
offered or sold in the United
States absent registration or an available exemption from
the registration requirement of the U.S. Securities Act and
applicable U.S. state securities laws. This news release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Boe Disclosure
Boe means barrel of oil equivalent. All boe conversions in this
news release are derived by converting gas to oil at the ratio of
six thousand cubic feet ("Mcf") of natural gas to one barrel
("Bbl") of oil. Boe may be misleading, particularly if used
in isolation. A Boe conversion rate of 1 Bbl : 6 Mcf is based on an
energy equivalency conversion method primarily applicable at the
burner tip and does not represent a value equivalency at the
wellhead. Given that the value ratio of oil compared to natural gas
based on currently prevailing prices is significantly different
than the energy equivalency ratio of 1 Bbl : 6 Mcf, utilizing a
conversion ratio of 1 Bbl : 6 Mcf may be misleading as an
indication of value.
Abbreviations and Frequently Reoccurring Terms
Saturn uses the following abbreviations and frequently recurring
terms in this press release: "WTI" refers to West Texas
Intermediate, a grade of light sweet crude oil used as benchmark
pricing in the United States;
"MSW" refers to the mixed sweet blend that is the benchmark price
for conventionally produced light sweet crude oil in Western Canada; "AECO" refers to Alberta
Energy Company, a grade or heating content of natural gas used as
benchmark pricing in Alberta,
Canada; "bbl" refers to barrel; "bbl/d" refers to barrels
per day; "GJ" refers to gigajoule; "NGL" refers to Natural Gas
Liquids; "Mcf" refers to thousand cubic feet.
Reserves Disclosure
All reserves information pertaining to the Acquisition in this
news release were prepared for the Company in a report provided by
McDaniel & Associates Consultants Ltd.("McDaniel"),
independent reserves evaluators, effective December 31, 2023, (the "McDaniel Report")
calculated using the average forecast price and cost assumptions
using the average of three consultants price forecasts including:
GLJ Ltd., McDaniel and Sproule Associates Ltd. effective
January 1, 2024, in accordance with
National Instrument 51-101 – Standards of Disclosure of Oil and Gas
Activities and the Canadian Oil and Gas Evaluation Handbook. All
reserves information pertaining to Saturn in this news release were
prepared for the Company in a report provided by Ryder Scott
Company effective December 31, 2023,
and have not been adjusted for the pending Deer Mountain asset
disposition announced on April 1,
2024, (the "Ryder Scott Report") calculated using the
average forecast price and cost assumptions using the average of
three consultants price forecasts including: GLJ Ltd., McDaniel and
Sproule Associates Ltd. effective January 1,
2024, in accordance with National Instrument 51-101 –
Standards of Disclosure of Oil and Gas Activities and the Canadian
Oil and Gas Evaluation Handbook. All reserve references regarding
the Acquired Assets and from the Ryder Scott Report in this news
release are "Asset gross reserves". Asset Gross reserves are the
Acquired Assets and Saturn's total working interest reserves before
the deduction of any royalties payable and before the consideration
of royalty interests. It should not be assumed that the present
worth of estimated future cash flow of net revenue presented herein
represents the fair market value of the reserves. There is no
assurance that the forecast prices and costs assumptions will be
attained, and variances could be material. The recovery and reserve
estimates of the Acquired Assets and Saturn's crude oil, NGLs and
natural gas reserves provided herein are estimates only and there
is no guarantee that the estimated reserves will be recovered.
Actual crude oil, natural gas and NGLs reserves may be greater than
or less than the estimates provided herein.
Drilling Locations
This news release discloses "booked" drilling locations
with respect to the Acquired Assets derived from the McDaniel
Report and account for drilling locations that have associated
proved and/or probable reserves, as applicable. Un-booked locations
are internal estimates based on the Company's assumptions as to the
number of wells that can be drilled per section based on industry
practice and internal review. Un-booked locations do not have
attributed reserves or resources. The drilling locations considered
for future development will ultimately depend upon the availability
of capital, regulatory approvals, seasonal restrictions, oil and
natural gas prices, costs, actual drilling results, additional
reservoir information that is obtained and other factors.
Supplemental Information Regarding Product Types
References herein to boe/d include gas or natural gas and NGLs
which refer to conventional natural gas and natural gas liquids
product types, respectively, as defined in National Instrument
51-101, Standards of Disclosure for Oil and Gas Activities
("NI 51-101"), except where specifically noted
otherwise.
The following table are intended to provide the product type
composition for the midpoint of Saturn's revised guidance
production for the next 12 months post Closing Date:
Midpoint of NTM
Production
|
Saturn Stand
Alone
|
Pro Forma
Acquisition
|
Light and Medium Crude
Oil (bbl/d)
|
19,418
|
30,485
|
Natural Gas Liquids
(boe/d)
|
2,009
|
3,182
|
Conventional Natural
Gas (Mcf/d)
|
29,628
|
32,000
|
Total
(boe/d)
|
26,365
|
39,000
|
Non-GAAP and other Financial Measures
Throughout this news release and in other materials disclosed by
the Company, we employ certain measures to analyze financial
performance, financial position and cash flow. These non-GAAP and
other financial measures do not have any standardized meaning
prescribed by IFRS and therefore may not be comparable to similar
measures provided by other issuers. Non-GAAP and other financial
measures should not be considered to be more meaningful than GAAP
measures which are determined in accordance with IFRS, such as net
income (loss) and cash flow from operating activities as indicators
of our performance. The Company's audited financial statements and
MD&A for year ended December 31,
2023 are available on the Company's website at
www.saturnoil.com and under our SEDAR+ profile at year
www.sedarplus.com. The disclosure under the section "Non-GAAP and
Other Financial Measures" including non-GAAP financial measures and
ratios, capital management measures and supplementary financial
measures in the MD&A is incorporated by reference into this
news release.
The following are non-GAAP financial measures: capital
expenditures, free funds flow, net operating expenses and operating
netback and operating netback net of derivatives. Where applicable,
these non-GAAP financial measures are presented on a multiple, per
boe or a per share basis resulting in non-GAAP financial ratios.
These non-GAAP financial measures and ratios are not standardized
financial measures under IFRS and might not be comparable to
similar financial measures disclosed by other issuers. See the
disclosure under the section "Non-GAAP Financial Measures and
Ratios" in our MD&A for the year ended December 31, 2023, for an explanation of the
composition of these measures and ratios, how these measures and
ratios provide useful information to an investor, and the
additional purposes, if any, for which management uses these
measures and ratios.
The following are capital management measures used by the
Company: net debt, adjusted EBITDA, adjusted funds flow, and free
funds flow. See the disclosure under the "Capital Management" note
in our audited financial statements for the year ended December 31, 2023, for an explanation of the
composition of these measures, how these measures provide useful
information to an investor, and the additional purposes, if any,
for which management uses these measures.
Where applicable, the supplementary financial measures used in
this news release are either a per unit disclosure of a
corresponding GAAP measure, or a component of a corresponding GAAP
measure, presented in the unaudited condensed consolidated interim
financial statements. Supplementary financial measures that are
disclosed on a per unit basis are calculated by dividing the
aggregate GAAP measure (or component thereof) by the applicable
unit for the period. Supplementary financial measures that are
disclosed on a component basis of a corresponding GAAP measure are
a granular representation of a financial statement line item and
are determined in accordance with GAAP.
"Net Operating Income" for the Acquired Assets is based on the
expected cash flow from operations of the Acquisition for 12 months
from the Closing Date, with the production assumption of 13,555
boe/d (comprising 11,785 bbl/d of light and medium crude oil, 1,248
bbl/d of NGLs and 3,130 mcf/d of natural gas.
"Enterprise Value" or "EV" is calculated as market
capitalization plus net debt. Management uses Enterprise Value to
assess the valuation of the Company.
"Free Funds Flow Yield" is calculated as the free funds flow per
basic share divided by the recent trading price of Saturn's shares
of $2.65.
Future Oriented Financial Information
Any financial outlook or future oriented financial information
in this news release, as defined by applicable securities
legislation, including future (but not limited to) operating and
fixed costs (and reductions thereto), debt levels, net operating
income, funds flow, cash flow and production targets has been
approved by management of Saturn. Readers are cautioned that any
such future-oriented financial information contained herein should
not be used for purposes other than those for which it is disclosed
herein. The Company and its management believe that the prospective
financial information has been prepared on a reasonable basis,
reflecting management's best estimates and judgments, and
represent, to the best of management's knowledge and opinion, the
Company's expected course of action. However, because this
information is highly subjective, it should not be relied on as
necessarily indicative of future activities or results.
Forward-Looking Information and Statements
Certain information included in this news release constitutes
forward-looking information under applicable securities
legislation. Forward-looking information typically contains
statements with words such as "anticipate", "believe", "expect",
"plan", "intend", "estimate", "propose", "project", "will" or
similar words suggesting future outcomes or statements regarding an
outlook. Forward-looking information in this news release may
include, but is not limited to, statements concerning: timing of
the Acquisition; reserves information; satisfaction or waiver of
the closing conditions in the definitive agreement of the
Acquisition; receipt of required legal and regulatory approvals for
the completion of the Acquisition (including court approval,
approval of the Toronto Stock Exchange and approval under the
Competition Act (Canada)); funding
and payment of the purchase price in respect of the Acquisition;
estimated assumed liabilities associated with the Acquired Assets;
expected production and cash flow related to the Acquired Assets;
expectations regarding future capex and funds flow; expected number
of future drilling locations related to the Acquired Assets; the
anticipated closing date of the Offering and the Debt Commitment
and the terms thereof; the use of proceeds from the Offering and
the Debt Commitment; reserve estimates; future production levels;
decline rates; drilling locations; future operational and technical
synergies resulting from the Acquisition; management's ability to
replicate past performance; future negotiation of contracts; future
consolidation opportunities and acquisition targets; the business
plan, cost model and strategy of the Company; future cash flows;
and future commodities prices.
The forward-looking statements contained in this news release
are based on certain key expectations and assumptions made by
Saturn, including expectations and assumptions concerning the
receipt of all approvals and satisfaction of all conditions to the
completion of the Acquisition, the Offering, and Existing Senior
Secured Term Loan, the timing of and success of future drilling,
development and completion activities, the performance of existing
wells, the performance of new wells, the availability and
performance of facilities and pipelines, the geological
characteristics of Saturn's properties, the characteristics of the
Acquired Asset, the successful integration of the Acquired Assets
into Saturn operations, the successful application of drilling,
completion and seismic technology, prevailing weather conditions,
prevailing legislation affecting the oil and gas industry,
commodity prices, royalty regimes and exchange rates, the
application of regulatory and licensing requirements, the
availability of capital, labour and services, the creditworthiness
of industry partners and the ability to source and complete asset
acquisitions.
Although Saturn believes that the expectations and assumptions
on which the forward-looking statements are based are reasonable,
undue reliance should not be placed on the forward-looking
statements because Saturn can give no assurance that they will
prove to be correct. Since forward-looking statements address
future events and conditions, by their very nature they 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 in general (e.g.,
operational risks in development, exploration and production; the
uncertainty of reserve estimates; the uncertainty of estimates and
projections relating to production, costs and expenses, and health,
safety and environmental risks), constraint in the availability of
services, commodity price and exchange rate fluctuations, the
current COVID-19 pandemic, actions of OPEC and OPEC+ members,
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 with respect to exploration or
development projects or capital expenditures. These and other risks
are set out in more detail in Saturn's Annual Information Form for
the year ended December 31, 2023.
Forward-looking information is based on a number of factors and
assumptions which have been used to develop such information but
which may prove to be incorrect. Although Saturn believes that the
expectations reflected in its forward-looking information are
reasonable, undue reliance should not be placed on forward-looking
information because Saturn can give no assurance that such
expectations will prove to be correct. In addition to other factors
and assumptions which may be identified in this news release,
assumptions have been made regarding and are implicit in, among
other things, the timely receipt of any required regulatory
approvals and the satisfaction of all conditions to the completion
of the Acquisition, Offering, and Existing Senior Secured Term
Loan. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which have been used.
The forward-looking information contained in this news release
is made as of the date hereof and Saturn undertakes no obligation
to update publicly or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
unless required by applicable securities laws. The forward-looking
information contained in this news release is expressly qualified
by this cautionary statement.
All dollar figures included herein are presented in Canadian
dollars, unless otherwise noted.
SOURCE Saturn Oil & Gas Inc.