Saturn Oil & Gas Completes Vertical Amalgamation and Continuance Into Alberta

Rhea-AI Summary

Saturn Oil & Gas (TSX: SOIL) (OTCQX: OILSF) has completed two significant corporate restructuring moves effective January 2025. First, the company executed a vertical short-form amalgamation with its wholly-owned subsidiary, Saturn Holdings SK on January 1. Second, on January 3, the company completed its continuance from Saskatchewan to Alberta jurisdiction, which was previously approved by shareholders with 94.94% support in May 2024.

These corporate actions aim to streamline operations and reduce expenses. The amalgamation consolidates Saturn's asset base and development activities under one corporate entity, while the continuance to Alberta aligns with the company's Calgary head office location and management presence. No action is required from existing shareholders, and share certificates remain unaffected by these changes.

Positive

• Consolidation of operations under single entity reduces corporate and operational expenses
• Strong shareholder support with 94.94% approval for jurisdictional change
• Streamlined internal management functions through corporate restructuring

Negative

• None.

News Market Reaction

-0.65%

1 alert

-0.65% News Effect

On the day this news was published, OILSF declined 0.65%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Calgary, Alberta--(Newsfile Corp. - January 3, 2025) - Saturn Oil & Gas Inc. (TSX: SOIL) (OTCQX: OILSF) (FSE: SMKA) ("Saturn" or the "Company"), a light oil-weighted producer focused on unlocking value through the development of assets in Saskatchewan and Alberta, today announces that, effective January 1, 2025, the Company completed a vertical short-form amalgamation with its wholly-owned subsidiary, Saturn Holdings SK Ltd. (the "Amalgamation"). Additionally, on January 3, 2025, the Company completed a continuance out of the jurisdiction of Saskatchewan under The Business Corporations Act, 2021 (Saskatchewan) and into the jurisdiction of Alberta under the Business Corporations Act (Alberta) (the "Continuance").

At the Company's annual general and special meeting held on May 28, 2024, Saturn's shareholders approved the Continuance with 94.94% of votes in favour. As the Company's head office is located in Calgary, with management and several directors residing in Alberta, the Continuance facilitates corporate and administrative alignment while streamlining internal management functions. Through the Amalgamation, Saturn's asset base and development activities now function under a single corporate entity, reducing corporate and operational expenses.

Following the Amalgamation and Continuance, no action is required by existing shareholders, nor will any certificates representing Saturn's common shares be affected. The certificates of Amalgamation and Continuance are available on the Company's SEDAR+ profile at www.sedarplus.ca.

About Saturn Oil & Gas Inc.

Saturn is a returns-driven Canadian energy company focused on the efficient and innovative development of high-quality, light oil weighted assets, supported by an acquisition strategy targeting accretive and complementary opportunities. The Company's portfolio of free-cash flowing, low-decline operated assets in Saskatchewan and Alberta provide a deep inventory of long-term economic drilling opportunities across multiple zones. With an unwavering commitment to building an entrepreneurial and ESG-focused culture, Saturn's goal is to increase per share reserves, production and cash flow at an attractive return on invested capital. The Company's shares are listed for trading on the TSX under ticker 'SOIL', on the OTCQX under the ticker 'OILSF' and the Frankfurt Stock Exchange under symbol 'SMKA'. Further information and our corporate presentation are available on Saturn's website at www.saturnoil.com.

Saturn Oil & Gas Investor & Media Contacts:

John Jeffrey, MBA - Chief Executive Officer
Tel: +1 (587) 392-7900
www.saturnoil.com

Cindy Gray, MBA - VP Investor Relations
Tel: +1 (587) 392-7900
info@saturnoil.com

Forward-Looking Information and Statements:

This news release contains forward-looking information that is based on current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which the Company operates. Forward-looking information does not guarantee future performance and involves risks, uncertainties and assumptions which are difficult to predict, and which may cause Saturn's actual results in future periods to differ materially from expected results. In particular, statements about the Company's plans, intentions or potential value drivers of the Continuance and Amalgamation constitute forward-looking information. Investors are cautioned that all forward-looking information involves risks and uncertainties including, without limitation, those risk factors listed from time to time in the Company's public filings. These risks, as well as others, could cause actual results and events to vary significantly. Accordingly, readers should not place undue reliance on forward-looking information, which are qualified in their entirety by this cautionary statement. The forward-looking statements contained in this news release are made as of the date hereof, and Saturn does not undertake any obligation to release publicly any revisions to or updating any voluntary forward-looking information, except as required by applicable securities law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/235942

FAQ

What changes did Saturn Oil & Gas (OILSF) implement in January 2025?

In January 2025, Saturn Oil & Gas completed two major changes: a vertical short-form amalgamation with Saturn Holdings SK on January 1, and a continuance from Saskatchewan to Alberta jurisdiction on January 3.

How will the 2025 amalgamation affect OILSF shareholders?

The amalgamation requires no action from existing shareholders, and their share certificates remain unaffected by the changes.

What percentage of shareholders approved Saturn Oil & Gas's (OILSF) continuance to Alberta?

At the annual general and special meeting on May 28, 2024, 94.94% of shareholders voted in favor of the continuance to Alberta.

What are the main benefits of Saturn Oil & Gas's (OILSF) 2025 corporate restructuring?

The restructuring reduces corporate and operational expenses through consolidation of assets under one entity, and streamlines internal management functions by aligning with the company's Calgary head office location.