Tourmaline and Topaz close C$330.6 million bought deal secondary offering of Topaz common shares

Torys acted as counsel to the syndicate of underwriters led by Peters & Co. and Scotiabank with a team that included Scott Cochlan, Mike Pedlow and Aleem Merali (corporate/Canadian securities), Andy Beck and Connor Murray (U.S. securities).

On October 8, 2026, Tourmaline Oil Corp. ("Tourmaline") and Topaz Energy Corp. ("Topaz") announced the closing of a previously announced secondary offering by Tourmaline of Topaz common shares.

Pursuant to the offering, Tourmaline sold a total of 11,500,000 common shares, comprised of 10,000,000 common shares in addition to 1,500,000 common shares sold pursuant to the exercise in full of an over-allotment option granted to the underwriters, at a price of C$28.75 per common share for total gross proceeds to Tourmaline of approximately C$330.6 million. Topaz 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 September 22, 2026 among Topaz, Tourmaline and a syndicate of underwriters, co-led by Peters & Co. Limited and Scotiabank, and which also included BMO Nesbitt Burns Inc., National Bank Financial Inc., ATB Securities Inc., Canaccord Genuity Corp., CIBC World Markets Inc., J.P. Morgan Securities Canada Inc., Raymond James Ltd., RBC Dominion Securities Inc., TD Securities Inc. and Tudor, Pickering, Holt & Co.

The common shares were offered by way of a short form prospectus filed in all of the provinces of Canada other than Québec, with private placement offerings made to "qualified institutional buyers" in the United States pursuant to Rule 144A of the United States Securities Act of 1933.

Following closing, Tourmaline holds 8,431,097 common shares of Topaz, representing approximately 5.4% of the issued and outstanding common shares.

Further information can be found on PR Newswire’s website.

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, and leveraging industry relationships to execute complementary acquisitions from other high-quality energy companies.

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 our two core areas in the Western Canadian Sedimentary Basin.