TOURMALINE AND TOPAZ ANNOUNCE $200 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES

Executive Summary

• Tourmaline Oil Corp. and Topaz Energy Corp. entered a bought‑deal secondary offering of 8 million Topaz common shares at C$25.10 per share, raising approximately C$200 million for the selling shareholder (Tourmalin​e).
• The proceeds will be used by Tourmaline to fund its two‑phase NEBC Montney development project and associated infrastructure build‑out, which is expected to increase production to 850,000 boepd by 2031 and boost free cash flow to $2.5–$3.0 billion annually.
• The offering expands Topaz’s public float, enhancing liquidity; the company itself receives no proceeds. Closing is anticipated around October 28, 2025.

Key Details

• Seller / Selling Shareholder: Tourmaline Oil Corp. (holds 32,729,494 Topaz shares ≈21.3% pre‑offering).
• Shares Sold: 8,000,000 Topaz common shares.
• Offering Price: C$25.10 per share.
• Gross Proceeds to Seller: Approximately C$200 million.
• Over‑Allotment Option: Up to an additional 15% of the issued shares (≈1.2 million) at the same price, exercisable up to 30 days post‑closing.
• Post‑Offering Ownership: Tourmaline will retain ~24,729,494 Topaz shares (≈16.1% of outstanding; ≈15.3% if full over‑allotment exercised).
• Use of Proceeds (Tourmaline): Partial funding of the NEBC Montney development project and related infrastructure build‑out aimed at:
• Growing production by ~30% to 850,000 boepd by 2031.
• Increasing cash flow >40% and free cash flow >2.5×, targeting $2.5–$3.0 billion annually.
• Underwriters: Peters & Co. Limited and Scotiabank (Lead Underwriters) with a syndicate of additional underwriters.
• Offering Mechanics: Short‑form prospectus filed in all Canadian provinces except Quebec; may be placed privately in the U.S. to qualified institutional buyers under Rule 144A.
• Expected Closing Date: On or about October 28, 2025, subject to customary conditions and regulatory approvals (including TSX).
• Regulatory Notes: No securities regulator has approved or disapproved the release; the securities are not registered in the U.S. and may not be offered there absent exemption.

Notable Quotes

(No direct quotes were provided in the release.)