SOIL Saturn Oil and Gas Inc

Saturn Oil & Gas Inc. (“Saturn” or the “Company”) (TSX.V: SOIL) (FSE: SMK) is pleased to announce that it has completed the previously announced (see news release dated October 24, 2018) brokered private placement of common share units (the "Units") and flow-through common shares (the "Flow-Through Shares"). The private placement consisted of 8,333,333 Units at a price of $0.24 per Unit and 8,333,333 Flow-Through Shares at a price of $0.24 per Flow-Through Share, for total gross proceeds of $4.0 million (the "Private Placement"). Each Unit consists of one common share (a "Common Share") of the Company and one-half of a common share purchase warrant (a "Warrant") exercisable into one Common Share of the Company at a price of $0.30 per Warrant for a period of 24 months from the date hereof.

The Private Placement was brokered by Canaccord Genuity Corp. and Gravitas Securities Inc. (together "the Agents"). The Agents were paid a commission comprised of a cash fee equal to 7.3% of the gross proceeds plus the reimbursement of expenses and issued 7.3% of the total issue in Agents’ Unit option warrants (“Agents’ Warrants”) and 5% of the total issue in Units. Each Agents’ Warrant is exercisable into one Unit at a price of $0.24 per Agents’ Warrant for a period of 24 months from the date hereof.

Under the Private Placement, officers and directors of the Company purchased 338,667 Units. Their participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities to be distributed in the Private Placement nor the consideration to be received for those securities, in so far as the Private Placement involves the insiders, exceeds 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, as the Company was not aware of the insider’s participation in the Private Placement at such time.

The Company intends to use the proceeds from the Private Placement for operations and potential land acquisitions.

All securities issued under the Private Placement, including securities issuable on exercise thereof, are subject to a hold period expiring four months and one day from the date hereof.

About Saturn Oil & Gas Inc.Saturn Oil & Gas Inc. (TSX.V: SOIL) (FSE: SMK) is a public energy Company focused on the acquisition and development of undervalued, low risk assets. Saturn is driven to build a strong portfolio of cash flowing assets with strategic land positions. De-risked assets and calculated execution will allow Saturn to achieve growth in reserves & production through retained earnings. Saturn's portfolio will become its key to growth and provide long-term stability to shareholders. 

To learn more, please contact the Company at 1 (306) 955-9946 or visit: www.saturnoil.com

On Behalf of the Board of DirectorsSATURN OIL & GAS INC.

John Jeffrey, MBA – CEO & Chairman

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Certain statements contained herein constitute forward-looking statements. Such forward-looking statements are subject to both known and unknown risks and uncertainties which may cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Except as required by law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements.

Notice regarding Forward Looking Statements

This news release contains forward-looking statements. The use of any of the words "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking statements. Although the Company 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 the Company can give no assurance that they will prove to be correct. In particular, this news release contains forward-looking information the use of the net proceeds from the Private Placement and any other information contained herein that is not a historical fact. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. These statements speak only as of the date of this news release. Actual results could differ materially from those currently anticipated due to a number of factors and risks including various risk factors discussed in the Company's disclosure documents, which can be found under the Company's profile on www.sedar.com. The Company 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 required by law.