Saturn Oil & Gas Inc. has priced a private placement dual-tranche offering of Senior Unsecured Notes due 2031 to refinance existing debt and fund an acquisition. The offering consists of US$575 million aggregate principal amount of 8.5% notes and C$185 million aggregate principal amount of 7.5% notes, both issued at par. This refinancing transitions the company's debt structure from senior secured to senior unsecured, extending the tenor to 2031, eliminating mandatory amortization, and relaxing covenants.

The Notes will mature on July 30, 2031, with interest accruing from July 30, 2026, payable semi-annually on January 30 and July 30. The Notes are non-callable for two years, with the first call at par plus 50% of the coupon, stepping down annually. A mandatory semi-annual offer to repurchase 2.5% of principal at 101% begins after the first interest payment.

Saturn Oil & Gas intends to use the net proceeds to finance the cash portion of a proposed acquisition of a private company in southeast Saskatchewan, redeem the full US$504 million aggregate principal amount of its outstanding 9.625% Senior Secured Second Lien Notes due 2029, reduce borrowings under its credit facility, and for general corporate purposes. The company has issued a conditional notice of redemption for the 2029 Notes, which is expected to be completed one business day after the offering closes.

The offering is expected to close on or about July 30, 2026, subject to customary closing conditions. The Notes have not been registered under the Securities Act of 1933 or applicable Canadian securities laws and are being offered only to qualified institutional buyers and non-U.S. persons in offshore transactions.

Key Terms of the Offering

Use of Proceeds

• Finance acquisition of a private company in southeast Saskatchewan
• Redeem US$504 million of 9.625% Senior Secured Second Lien Notes due 2029
• Reduce borrowings under the credit facility
• General corporate purposes

Saturn Oil & Gas Inc. has amended its syndicated credit facility to extend the maturity date by one year to July 31, 2029, while also increasing its elected commitment to $200 million. The amendment, dated June 30, 2026, provides the company with greater liquidity and financial flexibility, with total available borrowing base and commitments now reaching up to $500 million.

The tenor of the Credit Facility has been amended from two years to three years. John Jeffrey, CEO of Saturn, attributed the revised terms to the company's performance, disciplined capital allocation, and profitability enhancements. He noted that the amendment results in a lower cost of borrowing, reflecting the company's increased size and scale.

National Bank of Canada Capital Markets is acting as Co-Lead Arranger and Sole Bookrunner for the Credit Facility. ATB Financial is acting as Co-Lead Arranger, and Goldman Sachs Bank USA is participating as a Lender. The facility is subject to a semi-annual borrowing base redetermination on or before June 30 and November 30 of each year, with the next review scheduled for June 30, 2027.

Key Details of the Amended Credit Facility

The amended and restated Credit Facility agreement will be available on Saturn's SEDAR+ profile. Saturn is a Canadian energy company focused on the development of light oil-weighted assets in Saskatchewan and Alberta. Its shares are listed on the TSX under the ticker 'SOIL' and on the OTCQX under the ticker 'OILSF'.