/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY, AB, Sept. 21, 2021 /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 7,000,000
Common Shares at a price of $15.45
per Common Share for total gross proceeds to the Selling
Shareholder of $108.15
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 August 30, 2021 among the Company, the Selling
Shareholder and Peters & Co. Limited (the "Lead
Underwriter"), BMO Nesbitt Burns Inc., RBC Dominion Securities
Inc., Scotia Capital Inc., Stifel Nicolaus Canada Inc. and TD
Securities Inc. (collectively with the Lead Underwriter, the
"Underwriters"). In connection with the Offering, the
Underwriters received a cash commission equal to 4% of the gross
proceeds of the Offering.
Following the closing of the Offering, the Selling Shareholder
holds 51,149,494 Common Shares, representing approximately
39.71% 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.
Tourmaline's reduction in Topaz equity is also in step with its
commitment to continue to reduce overall debt levels of Tourmaline
and accelerate shareholder returns as the long term debt target is
achieved. The Offering will expand Topaz's free-trading share
float and provide new and existing shareholders with enhanced
trading liquidity which is in-line with Topaz's strategic
objectives.
The Common Shares were offered by way of a short form prospectus
filed in all of the provinces of Canada. 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 an investment grade Canadian senior crude oil and
natural gas exploration and production company focused on providing
strong and predictable long-term growth and a steady return to
shareholders through an aggressive exploration, development,
production and acquisition program in the Western Canadian
Sedimentary Basin by building its extensive asset base in its three
core exploration and production areas and exploiting and developing
these areas to increase reserves, production and cash flows at an
attractive return on invested capital.
ABOUT TOPAZ
Topaz is a unique royalty and energy infrastructure company
focused on generating free cash flow growth and paying reliable and
sustainable dividends to its shareholders, through its strategic
relationship with one of Canada's
largest natural gas producers, Tourmaline, an investment grade
senior Canadian E&P company, and leveraging industry
relationships to execute complementary acquisitions from other
high-quality energy companies, while maintaining its commitment to
environmental, social and governance best practices.
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
58,149,494 Common Shares, representing approximately 45.15% of
the issued and outstanding Common Shares. Pursuant to the Offering,
the Selling Shareholder disposed of legal and beneficial ownership
of 7,000,000 Common Shares, representing approximately 5.44% of the
issue and outstanding Common Shares. Following the closing of the
Offering, the Selling Shareholder holds 51,149,494 Common
Shares, representing approximately 39.71% 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 $103.82 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 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 the
System for Electronic Document Analysis and Review (SEDAR) at
www.sedar.com 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
provide new and existing shareholders with 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.sedar.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.