Original News Release
Tourmaline Oil closes offering of 9.2M Topaz shares
Mr. Michael Rose of Tourmaline reports
TOURMALINE AND TOPAZ ANNOUNCE THE CLOSING OF $230 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES
Tourmaline Oil Corp. has closed the previously announced secondary offering of common shares of Topaz Energy Corp.
Pursuant to the offering, the selling shareholder sold a total of 9.2 million common shares, comprising eight million common shares in addition to 1.2 million common shares sold pursuant to the exercise in full of an overallotment option granted to the underwriters, at a price of $25.10 per common share, for total gross proceeds to the selling shareholder of approximately $230-million. Topaz has not and will not receive any of the proceeds of the offering.
The offering was made, on a bought deal basis, pursuant to an underwriting agreement dated effective Oct. 8, 2025, among the company, the selling shareholder, and Peters & Co. Ltd. and Bank of Nova Scotia (together, the lead underwriters), 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 -- Canada ULC.
Following the closing of the offering, the selling shareholder holds 23,529,494 common shares, representing approximately 15.3 per cent of the issued and outstanding common shares.
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 use of proceeds therefrom will remain as previously disclosed in the Oct. 8, 2025, news release. The offering will expand Topaz's free-trading share float and generate enhanced trading liquidity, which is in line with Topaz's structural objectives.
The common shares were offered by way of a short form prospectus filed in all of the provinces of Canada other than Quebec. Private placement offerings in the United States were made to qualified institutional buyers pursuant to Rule 144A of the United States Securities Act of 1933. No securities regulatory authority has either approved or disapproved of the contents of this news release.
About Tourmaline Oil Corp.
Tourmaline is Canada's largest and most active natural gas producer dedicated to producing the lowest-development-cost natural gas in North America. It is an investment-grade exploration and production company providing strong and predictable operating and financial performance through the development of its three core areas in the Western Canadian sedimentary basin. With its existing large reserve base, decades-long drilling inventory, and relentless focus on execution, cost management, safety and environmental performance improvement, Tourmaline is excited to provide shareholders an excellent return on capital and an attractive source of income through its base dividend and surplus free cash flow distribution strategies.
About Topaz Energy Corp.
Topaz is a unique royalty and infrastructure energy company focused on generating free cash flow growth and paying reliable and sustainable dividends to its shareholders, through its strategic relationship with Canada's largest and most active natural gas producer, Tourmaline, an investment-grade senior Canadian E&P (exploration and production) company, and leveraging industry relationships to execute complementary acquisitions from other high-quality energy companies. Topaz focuses on top-quartile energy resources and assets best positioned to attract capital in order to generate sustainable long-term growth and profitability.
Topaz's common shares are listed and posted for trading on the Toronto Stock Exchange under the trading symbol TPZ and it is included in the S&P/TSX Composite Index. This is the headline index for Canada and is the principal benchmark measure for the Canadian equity markets, represented by the largest companies on the TSX.
Additional required early warning disclosure
This additional disclosure is being provided pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by Tourmaline with the regulatory authorities in each jurisdiction in which the company is a reporting issuer containing information with respect to the foregoing matters.
Prior to the offering, the selling shareholder held 32,729,494 common shares, representing approximately 21.3 per cent of the issued and outstanding common shares. Pursuant to the offering, the selling shareholder disposed of legal and beneficial ownership of 9.2 million common shares, representing approximately 5.98 per cent of the issued and outstanding common shares. Following the closing of the offering, the selling shareholder holds 23,529,494 common shares, representing approximately 15.3 per cent of the issued and outstanding common shares.
The offering constituted a public offering of common shares and sale of a portion of Tourmaline's holdings of Topaz. In connection with the offering, net proceeds of approximately $221.7-million were paid to, and received by, Tourmaline, representing the gross proceeds of the offering less the fees paid to the underwriters by the selling shareholder. Tourmaline intends to hold its remaining common shares for investment purposes. Tourmaline may from time to time, depending on market and other conditions, acquire additional common shares or dispose of common shares through market transactions, public offerings, private agreement or otherwise.
The early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ under Topaz's issuer profile. A copy of such report may also be obtained by contacting the secretary of Topaz, on behalf of Tourmaline, at 587-747-4830.
Each of Tourmaline and Topaz's head office is located at Suite 2900, 250 6th Ave. SW, Calgary, Alta., T2P 3H7.
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