/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, Dec. 11, 2024 /CNW/ - Tourmaline Oil Corp.
(TSX: TOU) ("Tourmaline" or the "Selling
Shareholder") and Topaz Energy Corp. (TSX: TPZ) ("Topaz"
or the "Company") announced today the closing of the
previously announced secondary offering (the "Offering") of
common shares of the Company (the "Common Shares").
Pursuant to the Offering, the Selling Shareholder sold
10,800,000 Common Shares in addition to 1,620,000 Common Shares
sold pursuant to the exercise in full of an over-allotment option
granted to the underwriters, at a price of $27.80 per Common Share for total gross proceeds
to the Selling Shareholder of $345.28
million. The Company 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 November 25, 2024 among the Company, the Selling
Shareholder and Peters & Co. Limited and BMO Capital Markets
(together, the "Lead Underwriters"), National Bank Financial
Inc., Scotia Capital Inc., RBC Dominion Securities Inc., CIBC World
Markets Inc., TD Securities Inc., ATB Securities Inc., Canaccord
Genuity Corp., Desjardins Securities Inc., and Tudor, Pickering,
Holt & Co. Securities – Canada, ULC (collectively with the Lead
Underwriter, the "Underwriters").
Following the closing of the Offering, the Selling Shareholder
holds 32,729,494 Common Shares, representing approximately
21.34% 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 November 25, 2024 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.
The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933,
as amended, and may not be offered or sold in the United States or to, or for the account or
benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
State in which such offer, solicitation or sale would be
unlawful.
ABOUT TOURMALINE
Tourmaline is Canada's largest
and most active natural gas producer dedicated to producing the
lowest-cost natural gas in North
America. We are an investment grade exploration and
production company providing strong and predictable operating and
financial performance through the development of our three core
areas in the Western Canadian Sedimentary Basin. With our existing
large reserve base, decades-long drilling inventory, relentless
focus on execution and cost management, and industry-leading
environmental performance, we are excited to provide shareholders
an excellent return on capital, and an attractive source of income
through our base dividend and surplus free cash flow distribution
strategies.
ABOUT TOPAZ
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 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
TSX 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 (the "Early Warning Report").
Prior to the Offering, the Selling Shareholder held 45,149,494
Common Shares, representing approximately 29.43% of the issued and
outstanding Common Shares. Pursuant to the Offering, the Selling
Shareholder disposed of legal and beneficial ownership of
12,420,000 Common Shares, representing approximately 8.10% of the
issue and outstanding Common Shares. Following the closing of the
Offering, the Selling Shareholder holds 32,729,494 Common Shares,
representing approximately 21.34% 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 $331.46 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+
at www.sedarplus.ca 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 telephone number (587) 747-4830.
Each of Tourmaline and Topaz's head office is located at Suite
2900, 250 6th Avenue SW, Calgary,
Alberta T2P 3H7.
FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements and
information (collectively, "forward-looking information")
within the meaning of applicable securities legislation, which
reflects Tourmaline's and Topaz's current expectations regarding
future events, including but not limited to the use of proceeds of
the Offering and the anticipated benefits for Tourmaline and Topaz
to be derived from Tourmaline's reduction in Topaz equity including
that the Offering will expand Topaz's free-trading share float and
generate enhanced trading liquidity. Forward-looking
information is based on a number of assumptions and is subject to a
number of risks and uncertainties, many of which are beyond
Tourmaline's and Topaz's control that could cause actual results
and events to differ materially from those that are disclosed in or
implied by such forward-looking information. Such risks and
uncertainties include, but are not limited to, the factors
discussed under "Risk Factors" in Tourmaline's and Topaz's most
recent annual information form, each of which are available on
SEDAR+ at www.sedarplus.com. Tourmaline and Topaz do not undertake
any obligations to update such forward-looking information, whether
as a result of new information, future events or otherwise, except
as expressly required by applicable laws.
SOURCE Tourmaline Oil Corp.