TOURMALINE AND TOPAZ ANNOUNCE THE CLOSING OF $230 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES

Executive Summary

• Tourmaline Oil Corp. sold 9,200,000 Topaz Energy Corp. common shares in a bought‑deal secondary offering at $25.10 per share, generating approximately $230 million in gross proceeds (net ≈ $221.7 M after underwriting fees).
• The transaction was executed under a short‑form prospectus and involved an over‑allotment option of 1,200,000 shares fully exercised.
• Post‑offering, Tourmaline’s equity stake in Topaz falls to 15.3% (down from ~21.3%), aligning with its long‑term plan to reduce its ownership while enhancing Topaz’s free‑float and liquidity.

Key Details

• Shares Sold: 9,200,000 common shares of Topaz (8,000,000 base + 1,200,000 over‑allotment).
• Price per Share: $25.10.
• Gross Proceeds to Selling Shareholder (Tourmaline): ≈ $230 million.
• Net Proceeds after Underwriting Fees: ≈ $221.7 million.
• Underwriters: Lead – Peters & Co. Ltd. and Scotiabank; other participants include BMO Nesbitt Burns, National Bank Financial, ATB Securities, Canaccord Genuity, CIBC World Markets, Jefferies, RBC Dominion, Tudor Pickering Holt.
• Offering Structure: Bought‑deal secondary offering; short‑form prospectus filed in all Canadian provinces except Quebec; U.S. placement to qualified institutional buyers under Rule 144A.
• Post‑Transaction Ownership: Tourmaline holds 23,529,494 Topaz shares (~15.3% of outstanding).
• Purpose / Use of Proceeds: No proceeds flow to Topaz; Tourmaline will retain remaining Topaz shares for investment and may buy or sell additional shares in the future based on market conditions.
• Regulatory Disclosures: Early Warning Report filed per NI 62‑103; securities not registered in the U.S.; offering complies with Canadian securities regulations.

Notable Quotes

(No direct CEO/President quotes were included in the release.)