Saturn Oil & Gas Inc. (TSXV:SOIL) entered into an arrangement agreement to acquire Ridgeback Resources Inc. for approximately CAD 520 million on January 20, 2023. Acquisition will be implemented by way of a court-approved plan of arrangement under the BCBCA. CAD 525 million consideration for the Ridgeback Acquisition will include a CAD 475 million cash payment and the issuance of CAD 50 million of Saturn common shares to the shareholders of Ridgeback at a deemed price of CAD 2.5765 per Consideration Share. The Consideration Shares issued to the Ridgeback Supporting Shareholders will be subject to a contractual hold period and released as to: (A) 50% on the first anniversary of the Closing Date; and (B) the remaining 50% on the 15-month anniversary of the Closing Date. The cash consideration of CAD 475 million will be funded through proceeds from an increase of CAD 375 million to Saturn's existing senior secured term loan and a bought-deal subscription receipt financing for aggregate gross proceeds of approximately CAD 125 million. Ridgeback has no outstanding debt. The Agreement provides for customary provisions relating to non-solicitation on the part of Ridgeback and a mutual break fee of CAD 25 million payable in each case to the other party if the Agreement is terminated in certain circumstances.

Transaction is subject to receipt of all regulatory approval including the approval of the TSX Venture Exchange (the “TSXV”), approval of the Commissioner of Competition pursuant to the Competition Act (Canada), the listing approval of the TSXV, approval of the Supreme Court of British Columbia and shareholder approvals. Concurrent with the execution of the Agreement, shareholders of Ridgeback representing over 80% of the outstanding common and performance shares of Ridgeback executed voting support agreements agreeing to vote in favor of the arrangement resolution either in writing or at a meeting of shareholders of Ridgeback (if required), subject to the terms of the voting agreements. The Ridgeback Acquisition is expected to close in Q1 2023.

Echelon Capital Markets and Canaccord Genuity Corp. are acting as financial advisors to Saturn. CIBC Capital Markets and TD Securities Inc. are acting as financial advisors to Ridgeback. Grant MacKenzie of Dentons Canada LLP is acting as legal counsel to Saturn with respect to the Ridgeback Acquisition, the Offering, and the amended Term Loan. Chad Schneider of Blakes, Cassels and Graydon LLP is acting as legal counsel to Ridgeback. DLA Piper (Canada) LLP is acting as legal advisor to the Underwriters.

Saturn Oil & Gas Inc. (TSXV:SOIL) completed the acquisition of Ridgeback Resources Inc. for approximately CAD 525 million on February 28, 2023. The consideration was comprised of CAD 475 million in cash, and the issuance of 19,406,167 common shares in the capital of the Company. The cash portion of the purchase price was funded through the net proceeds of Saturn's previously announced CAD 125 million bought deal equity financing, and proceeds from an amended and restated credit agreement with the Company's existing lender which increased the Company's borrowing capacity and provided additional proceeds of CAD 375 million. Vinson & Elkins acted as legal advisor to a controlling shareholder in connection with the sale of Ridgeback Resources, Inc.