Deal Description: On June 5, 2024, Saturn Oil & Gas Inc. (TSX: SOIL) (FSE: SMKA) (OTCQX: OILSF) (“Saturn”) announced that it priced an upsized private offering to eligible purchasers pursuant to Rule 144A/Regulation S under the Securities Act of 1933, as amended, of $650 million in aggregate principal amount of 9.625% senior secured second lien notes due 2029 (the “Notes”) at par. The Notes will be secured by second priority perfected liens on substantially all of Saturn’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 Notes will mature on June 15, 2029 and will bear interest at the rate of 9.625% per annum.

The offering is expected to close on or about June 14, 2024, subject to the satisfaction of customary closing conditions.

Saturn intends to use the net proceeds from the Notes (i) to, together with cash on hand and proceeds of its recent CAD$100 million bought deal equity offering of subscription receipts, fund a portion of the cash purchase price of its pending acquisition of certain oil and gas properties, interests and related assets located in Southern Saskatchewan from Veren Partnership (formerly Crescent Point Resources Partnership), (ii) to repay in full its senior secured term loan and (iii) for general corporate purposes, which may include the restructuring of certain hedges.

Goldman Sachs & Co. LLC is serving as lead active bookrunner, National Bank of Canada Financial Markets and ATB Capital Markets are serving as joint bookrunners and Echelon Capital Markets is serving as co-manager for the offering.

For more information, please see Saturn’s press release.

Baker Botts is representing Saturn in the above Notes offering.

Baker Botts Lawyers/Offices Involved:

Corporate: Joshua Davidson (Partner, Houston), Carina Antweil (Partner, Houston), Andrew Schulte (Special Counsel, Houston), Austin Lee (Associate, Houston), Talha Chaudhry (Associate, Houston), Amy Jiang (Associate, Austin).

Finance: Clint Culpepper (Partner, Austin), Brittany Simington (Senior Associate, Dallas), Dela Peimani (Senior Associate, Austin), Morgan Copher (Associate, Dallas).

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