BOE Report

Topaz Energy Corp. announces inclusion in the S&P/TSX Composite Index and expansion & extension of its syndicated credit facility

CALGARY, AB – Topaz Energy Corp. (TSX: TPZ) (“Topaz” or the “Company”) is pleased to announce that it will be added to the S&P/TSX Composite Index effective Monday, December 20, 2021, prior to the open of trading on the Toronto Stock Exchange (the “TSX”).  The S&P/TSX Composite Index 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. Inclusion in the S&P/TSX Composite Index can potentially broaden participation in a company’s investor base by enabling investment from index funds and similar investment vehicles.

Marty Staples, Topaz’s President, Chief Executive Officer and Director, stated, “On behalf of the Board of Directors and our employees, we are honored to be included in the S&P/TSX Composite Index. This represents a major achievement for Topaz and its shareholders, and we believe an important milestone acknowledging Topaz’s significant growth and diversification of its asset portfolio over its first year as a public entity. We are also of the view that the addition of Topaz to the S&P/TSX Composite may increase the Company’s exposure to a broader range of potential investors and should provide better trading liquidity for all shareholders.”

Credit Facility Expansion & Extension

Topaz is also pleased to announce that it has entered into an amended and restated credit agreement with a syndicate of Canadian banks providing for a $500 million combined operating and syndicated unsecured credit facility, due December 6, 2025 (“Expanded and Extended Credit Facility”).  The Expanded and Extended Credit Facility provides for a permitted increase to $700 million, subject to agent consent, and is subject to covenants which are consistent with the covenants under its prior credit facility.  The Expanded and Extended Credit Facility replaces the Company’s prior syndicated secured credit facility, which provided for aggregate borrowing capacity of $400 million and was due February 19, 2024.

The Company’s business model is supported by its conservative capital structure which currently has moderate debt and significant free cash flow which, together, provide financial flexibility.  The Expanded and Extended Credit Facility provides enhanced financial flexibility at attractive pricing to position the Company to strategically execute accretive growth transactions.

ABOUT THE COMPANY

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 Canada’s largest natural gas producer, Tourmaline Oil Corp., 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. For further information, please visit the Company’s website www.topazenergy.ca.

Advisories & Contact
FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements and forward-looking information (collectively, “forward-looking statements”) that relate to the Company’s current expectations and views of future events. These forward-looking statements relate to future events or the Company’s future performance. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements pertaining to the following: the benefits to be derived from the Company’s business model, capital structure and Expanded and Extended Credit Facility, including enhanced financial flexibility and the ability to strategically execute accretive growth transactions; the effects and benefits of the S&P/TSX Composite Index inclusion; and the Company’s business as described under the heading “About the Company” above. 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 the Company’s control, which 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 failure to complete acquisitions on the terms or on the timing announced or at all and the failure to realize some or all of the anticipated benefits of acquisitions including estimated royalty production, royalty production revenue and free cash flow per share growth, and the factors discussed in the Company’s recently filed Management’s Discussion and Analysis (See “Forward-Looking Statements” therein), Annual Information Form (See “Risk Factors” and “Forward-Looking Statements” therein) and other reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com) or Topaz’s website (www.topazenergy.ca).

NON-GAAP FINANCIAL MEASURES

In addition to using financial measures prescribed by International Financial Reporting Standards (“IFRS” or “GAAP”), references are made in this news release to “free cash flow”, which is a measure that does not have any standardized meaning as prescribed by IFRS. Management uses this term for its own performance measures and to provide shareholders and potential investors with a measurement of the Company’s efficiency and its ability to generate the cash necessary to fund dividends and a portion of its future growth expenditures or to repay debt. Accordingly, investors are cautioned that this non-GAAP financial measure may not be comparable to similarly defined measures presented by other entities and should not be considered in isolation nor as an alternative to net income (loss) from continuing operations or other financial information determined in accordance with GAAP as an indication of the Company’s performance. References to “free cash flow” are to the amount of cash estimated to be available for dividends to shareholders in accordance with the Company’s dividend policy and is defined as cash flow less capital expenditures, where “cash flow” is defined as cash from (used in) operations before changes in non-cash working capital.