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Saturn Oil & Gas Inc. Announces Compulsory Acquisition for the Common Shares of Burgess Creek Exploration Inc. Following Expiry of the Offer

(Moderate)
(Neutral)

Saturn Oil & Gas (TSX: SOIL, OTCQX: OILSF) has completed its offer to acquire all common shares of Burgess Creek Exploration, a privately held, 97% light oil and liquids-weighted producer with assets in Saturn’s core Oxbow area in southeast Saskatchewan.

Following expiry of the Offer and a mandatory 10-day extension, Saturn has taken up and paid for 133,408,948 Burgess Creek shares, representing over 99.7% of the issued and outstanding shares. Saturn will now acquire the remaining shares via a compulsory acquisition under the Business Corporations Act (Alberta), with remaining shareholders entitled to receive the same per-share cash consideration as under the Offer.

According to Saturn, remaining Burgess Creek shareholders must submit a letter of transmittal and share certificates to the depositary to receive payment. Saturn intends to pay the cash consideration for these remaining shares on or about August 26, 2026.

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Positive

  • Control exceeding 99.7% of Burgess Creek common shares taken up and paid for
  • 133,408,948 Burgess Creek shares acquired through the Offer, enabling full consolidation
  • Compulsory acquisition allows remaining shareholders the same per-share cash consideration as the Offer
  • Burgess Creek assets are 97% light oil and liquids-weighted in Saturn’s core Oxbow area

Negative

  • None.

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Calgary, Alberta--(Newsfile Corp. - August 7, 2026) - Saturn Oil & Gas Inc. (TSX: SOIL) (OTCQX: OILSF) ("Saturn" or the "Company"), a light oil-weighted producer focused on unlocking value through the development of assets in Saskatchewan and Alberta, is pleased to provide an update on the previously announced offer (the "Offer") by Saturn to purchase all of the issued and outstanding common shares (the "Common Shares") of Burgess Creek Exploration Inc. ("Burgess Creek"), a privately held, 97% light oil and liquids weighted producer with assets in the heart of Saturn's core southeast Saskatchewan Oxbow area. Following expiry of the Offer and the mandatory 10-day extension period, Saturn has taken up and paid for 133,408,948 Common Shares pursuant to the Offer, representing over 99.7% of the issued and outstanding Common Shares. As the Offer has now expired, Saturn will complete the acquisition of the remaining outstanding Common Shares in accordance with the compulsory acquisition provisions in the Business Corporations Act (Alberta) (the "Compulsory Acquisition").

Under the terms of the Compulsory Acquisition, and subject to the terms of the Business Corporations Act (Alberta), the holders of all remaining Common Shares not held by Saturn will be entitled to receive the same consideration per share as paid under the Offer. Further details will be provided in the Notice of Compulsory Acquisition to be mailed to such shareholders.

In order to receive payment for their Common Shares, the remaining holders of Common Shares must submit the letter of transmittal circulated with the Notice of Compulsory Acquisition along with all certificate(s) representing their Common Shares to the depositary under the Offer. Saturn intends to pay the cash consideration for the remaining Common Shares on or about August 26, 2026. Remaining holders of Common Shares are requested to return their duly completed letter of transmittal before August 26, 2026.

ABOUT SATURN

Saturn is a returns-driven Canadian energy company focused on the efficient, responsible 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 safety-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' and on the OTCQX under the ticker 'OILSF'. Further information and our corporate presentation are available on Saturn's website at www.saturnoil.com.

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

READER ADVISORIES

Forward-Looking Information and Statements

Certain information included in this press 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", "scheduled", "will" or similar words suggesting future outcomes or statements regarding an outlook.

In particular, forward-looking statements contained in this press release include, but are not limited to: timing of take up and payment under the Compulsory Acquisition, mailing of the Notice of Compulsory Acquisition and other matters.

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 risks are set out in more detail in Saturn's Annual Information Form for the year ended December 31, 2025, available on SEDAR+ at sedarplus.ca.

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.

The forward-looking information contained in this press 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, except as may be required by applicable securities laws. The forward-looking information contained in this press release is expressly qualified by this cautionary statement.

All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308660

FAQ

What did Saturn Oil & Gas (OILSF) announce about its Burgess Creek acquisition on August 7, 2026?

Saturn Oil & Gas announced it had taken up and paid for over 99.7% of Burgess Creek common shares and will complete a compulsory acquisition of the remaining shares. According to Saturn, all remaining shareholders will receive the same per-share cash consideration as under the original Offer.

How many Burgess Creek Exploration shares has Saturn Oil & Gas (OILSF) acquired under the Offer?

Saturn Oil & Gas has acquired 133,408,948 Burgess Creek common shares under its Offer. According to Saturn, this represents over 99.7% of the issued and outstanding shares, enabling it to proceed with a compulsory acquisition of the remaining minority holdings under Alberta corporate law.

What does the compulsory acquisition mean for remaining Burgess Creek shareholders after Saturn Oil & Gas’s (OILSF) Offer expires?

Remaining Burgess Creek shareholders will have their shares acquired under compulsory acquisition and will receive the same per-share cash consideration as the Offer. According to Saturn, these shareholders must submit a letter of transmittal and share certificates to the depositary to obtain payment.

When will Saturn Oil & Gas (OILSF) pay cash consideration for the remaining Burgess Creek shares?

Saturn Oil & Gas intends to pay the cash consideration for the remaining Burgess Creek common shares on or about August 26, 2026. According to Saturn, shareholders should return a duly completed letter of transmittal and their share certificates before that date to receive payment promptly.

Do remaining Burgess Creek shareholders receive the same price as the Offer from Saturn Oil & Gas (OILSF)?

Yes, remaining Burgess Creek shareholders are entitled to the same per-share cash consideration as paid under the Offer. According to Saturn, the compulsory acquisition will mirror the Offer terms, ensuring equivalent treatment for all shareholders whose shares are acquired after Offer expiry.

What type of assets does Burgess Creek add to Saturn Oil & Gas (OILSF) after the acquisition?

Burgess Creek adds a 97% light oil and liquids-weighted production base with assets in Saturn’s core Oxbow area in southeast Saskatchewan. According to Saturn, these assets complement its existing light oil portfolio in Saskatchewan and Alberta and align with its acquisition-focused growth strategy.