CALGARY, AB – 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.