/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
CALGARY,
AB, Aug. 30, 2021 /CNW/ - Tourmaline Oil Corp.
(TSX: TOU) ("Tourmaline" or the "Selling
Shareholder") and Topaz Energy Corp. (TSX: TPZ) ("Topaz"
or the "Company") announced today that they have entered
into an agreement with Peters & Co. Limited (the "Lead
Underwriter"), on behalf of a syndicate of underwriters
(together with the Lead Underwriter, the "Underwriters"),
pursuant to which the Underwriters have agreed to purchase, on a
bought deal basis, from Tourmaline 7,000,000 common shares of the
Company (the "Common Shares") at a price of $15.45 per Common Share (the "Offering
Price") for total gross proceeds to the Selling Shareholder of
$108.15 million (the
"Offering"). The Company will not receive any of the
proceeds of the Offering.
The Selling Shareholder currently holds 58,149,494 common shares
of Topaz, representing approximately 45.17% of the issued and
outstanding common shares. Following the closing of the Offering,
the Selling Shareholder will hold 51,149,494 common shares,
representing approximately 39.73% of the issued and outstanding
common shares of Topaz.
Tourmaline is selling 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 will be offered by way of a short form
prospectus to be filed in all of the provinces of Canada. Private placement offerings in
the United States will be made to
"qualified institutional buyers" pursuant to Rule 144A of the
United States Securities Act of 1933. The Offering is expected to
close on or about September 21, 2021
and is subject to certain conditions including, but not limited to,
the receipt of all necessary corporate and regulatory approvals,
including the approval of the Toronto Stock Exchange and the
applicable securities regulatory authorities. 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.
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, the date the Offering is expected to close 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.