Saturn Oil & Gas Inc. Announces Amendment to Previously Announced Financing

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CALGARY, ALBERTA – May 17, 2021 - Saturn Oil & Gas Inc. (“Saturn” or the “Company”) (TSX.V: SOIL) (FSE: SMK) is pleased to announce that, further to the Company’s press release dated May 13, 2021, the Company and Echelon Wealth Partners Inc. (the “Agent”) have agreed to amend the previously announced best-efforts agency private placement (the “Brokered Private Placement”). The Brokered Private Placement will now be for gross proceeds of up to $12,000,000 through the sale of up to 100,000,000 subscription receipts (“Subscription Receipts”) at a price of $0.12 per Subscription Receipt.

The Company has agreed to grant the Agent an option (the “Agent’s Option”), which will allow the Agent to offer such number of additional Subscription Receipts as is equal to up to 15% of the Subscription Receipts issued under the Brokered Private Placement, having the same terms as the Subscription Receipts. The Agent’s Option may be exercised in whole or in part at any time up to two days prior to the closing of the Brokered Private Placement.

The Company has additionally decided to increase the amount of its concurrent non-brokered private placement (the “Non-Brokered Private Placement” and together with the Brokered Private Placement, the “Private Placements”) of special warrants (“Special Warrants”) to up to $16,000,000 through the sale of up to 133,333,333 Special Warrants at a price of $0.12 per Special Warrant.

The closing of the Private Placements is expected to occur in one or more tranches on or before May 31, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

The proceeds of the Private Placements will be used to fund a portion of the closing proceeds payable to the vendor for the acquisition of the assets in the Oxbow area of Southeast Saskatchewan, as previously announced in the Company’s press release dated May 13, 2021, and for general corporate purposes.

About Saturn Oil & Gas Inc.

Saturn Oil & Gas Inc. 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 and production through retained earnings. Saturn's portfolio will become its key to growth and provide long-term stability to shareholders.

Investor & Media Contact:

Saturn Oil & Gas

John Jeffrey, MBA - Chief Executive Officer & Chairman

Tel: +1 (587) 392-7902

www.saturnoil.com

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.

Reader Advisory

This press release is not an offer of the securities for sale in the United States. The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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”, “will” or similar words suggesting future outcomes or statements regarding an outlook. Forward-looking information in this press release may include, but is not limited to, statements concerning: receipt of required legal and regulatory approvals for the completion of the Private Placements; the anticipated closing date of the Private Placements; the closing of the Private Placements; and the use of proceeds from the Private Placements.

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.

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. In addition to other factors and assumptions which may be identified in this press release, assumptions have been made regarding and are implicit in, among other things, the timely receipt of any required regulatory approvals and the satisfaction of all conditions to the completion of the Private Placements. Readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which have been used.

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, unless 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.