Tourmaline Oil closes offering of 9.2M Topaz shares

Executive Summary

• Tourmaline Oil Corp. has closed a $230 million bought deal secondary offering of common shares in Topaz Energy Corp.
• The offering consisted of 9.2 million common shares sold by Tourmaline (the selling shareholder) at a price of $25.10 per share.
• Topaz Energy did not receive any proceeds from this transaction; the sale was part of Tourmaline's long-term plan to reduce its equity position in Topaz.

Key Details

• Transaction Type: Bought deal secondary offering of common shares.
• Gross Proceeds: Approximately $230 million.
• Price Per Share: $25.10.
• Shares Sold: 9.2 million common shares (8 million base shares + 1.2 million shares from the exercise of the overallotment option).
• Proceeds Recipient: Tourmaline Oil Corp. (Selling Shareholder). Topaz Energy Corp. received $0.
• Net Proceeds to Seller: Approximately $221.7 million (gross proceeds less underwriting fees paid by Tourmaline).
• Post-Offering Ownership: Tourmaline holds 23,529,494 common shares, representing approximately 15.3% of Topaz's issued and outstanding common shares (down from 21.3% prior to the offering).
• Underwriters: Peters & Co. Ltd. and Bank of Nova Scotia (lead underwriters), along with BMO Nesbitt Burns Inc., National Bank Financial Inc., ATB Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., Jefferies Securities, Inc., RBC Dominion Securities Inc., and Tudor, Pickering, Holt & Co. Securities.
• Regulatory Filings: Short form prospectus filed in all Canadian provinces except Quebec; private placement offerings in the US made to qualified institutional buyers pursuant to Rule 144A.
• Strategic Context: Tourmaline is reducing its equity position as Topaz develops as an independent royalty and infrastructure company. The offering aims to expand Topaz's free-trading share float and enhance trading liquidity.

Notable Quotes

• "Tourmaline sold the common shares as part of a long-term plan to reduce its equity position as Topaz develops and continues to succeed as an independent royalty and infrastructure company."
• "The offering will expand Topaz's free-trading share float and generate enhanced trading liquidity, which is in line with Topaz's structural objectives."