Calgary, Alberta--(Newsfile Corp. - June 19, 2026) - Burgess Creek Exploration Inc. ("Burgess Creek" or the "Company") is pleased to announce that Saturn Oil & Gas Inc. (TSX: SOIL) (OTCQX: OILSF) ("Saturn") has formally commenced an offer to acquire all of the issued and outstanding common shares in the capital of Burgess Creek (the "Common Shares"), including securities convertible or exchangeable into Common Shares that may become issued and outstanding after the date hereof, but prior to the Expiry Time (as defined below) for an aggregate cash purchase price of $116 million, less the sum of: (i) the Burgess Creek net debt amount; (ii) transaction costs; and (iii) termination costs, all as calculated in accordance with the terms of the Pre-Acquisition Agreement (defined below) and described in the Offer Documents (defined below) (the "Offer"). Holders of Common Shares ("Shareholders") are expected to receive cash consideration for each share tendered to the Offer at an anticipated price ranging from approximately $0.89 per Common Share to $0.91 per Common Share. All amounts paid to Shareholders will be rounded to the nearest whole cent.

THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (CALGARY TIME) ON JULY 24, 2026 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN BY SATURN.

Burgess Creek has determined, and hereby states, that the initial deposit period for the Offer shall be for 35 calendar days commencing on June 19, 2026, the date of the Offer. This news release constitutes a "deposit period news release", as defined under National Instrument 62-104 - Take-Over Bids and Issuer Bids ("NI 62-104").

The Offer is conditional, among other things, upon at least 90% of all the outstanding Common Shares under the Offer having been deposited and not withdrawn at the end of the initial 35-day deposit period. The outstanding Common Shares required to surpass the 90% conditional threshold include all Common Shares issuable upon the exercise of Burgess Creek options, minus Common Shares to be surrendered pursuant to share surrender agreements.

Saturn will mail the Offer and take-over bid circular dated June 17, 2026 ("Bid Circular") and the accompanying letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") to Shareholders and other persons who are entitled to receive the Offer Documents under applicable law. Burgess Creek's board of directors (the "Burgess Creek Board") will also mail its directors' circular to Shareholders on June 19, 2026 (the "Directors' Circular").

The Burgess Creek Board has unanimously approved the Offer and unanimously recommends that Shareholders tender their Common Shares to the Offer. All of Burgess Creek's directors and officers and certain other shareholders, representing approximately 77.94% of Burgess Creek's outstanding Common Shares (prior to taking into account the exercise of outstanding stock options and the surrender of certain Common Shares pursuant to existing share surrender agreements), have agreed to tender their Common Shares to the Offer pursuant to lock-up agreements entered into with Saturn and Burgess Creek.

In connection with the Offer, Burgess Creek and Saturn entered into a pre-acquisition agreement dated June 15, 2026 (the "Pre-Acquisition Agreement") to provide for the acquisition of all the issued and outstanding Common Shares, including any Burgess Creek securities convertible or exchangeable into Common Shares that may become issued and outstanding after the date hereof, but prior to the Expiry Time.

The full details of the Offer and Pre-Acquisition Agreement are outlined in the Offer Documents and Directors' Circular, which have been mailed to Shareholders in accordance with the provisions of NI 62-104. Saturn has also filed the Bid Circular with the Canadian securities regulatory authorities and is available under its profile on SEDAR+ at www.sedarplus.ca.

This news release is not a substitute for reading the Offer Documents or the Directors' Circular.

SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE OFFER DOCUMENTS AND DIRECTORS' CIRCULAR, ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN, ALL OTHER APPLICABLE DOCUMENTS AND ANY SUCH AMENDMENTS OR SUPPLEMENTS, AS EACH DOCUMENT CONTAINS IMPORTANT INFORMATION ABOUT BURGESS CREEK, SATURN AND THE OFFER.

About Burgess Creek

Burgess Creek Exploration is a privately held oil and gas exploration and production company headquartered in Calgary, Alberta, with operations primarily focused in Saskatchewan and Manitoba.

Cautionary Statement Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of the applicable securities legislation. These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical facts and include statements concerning and including in relation to management's' assessment of the benefits to shareholders of the proposed transaction with Saturn, anticipated mailing dates or timing for completion of the transaction. This forward-looking information is based on reasonable assumption and estimates of management of Burgess Creek at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Burgess Creek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. These risks, uncertainties and other factors include, but are not limited to: actions taken by Burgess Creek or Saturn; actions taken by Shareholders in respect of the Offer; that the conditions of the Offer may not be satisfied or waived by Saturn at the Expiry Time, including receipt of all shareholder and regulatory approvals; no undue delays with respect to the transaction, effects of general economic conditions and the pendency or completion of the Offer or any subsequent transaction. Although Burgess Creek has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Burgess Creek undertakes no obligation to revise or update any forward-looking information other than as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/302149

Source: Burgess Creek Exploration Inc.