TOURMALINE AND TOPAZ ANNOUNCE $200 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES
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CALGARY, AB , Oct. 8, 2025 /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 and Scotiabank (the " Lead Underwriters "), on behalf of a syndicate of underwriters (together with the Lead Underwriters, the " Underwriters "), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, from Tourmaline 8,000,000 common shares of the Company (the " Common Shares ") at a price of $25 .10 per Common Share (the " Offering Price ") for total gross proceeds to the Selling Shareholder of approximately $200 million (the " Offering "). The Underwriters will have an option to purchase up to an additional 15% of the Common Shares issued under the Offering at the Offering Price to cover over-allotments and for market stabilization purposes exercisable in whole or in part at any time until 30 days after the closing. The Company will not receive any of the proceeds of the Offering.
The Selling Shareholder currently holds 32,729,494 common shares of Topaz, representing approximately 21.3% of the issued and outstanding common shares. Following the closing of the Offering, the Selling Shareholder will hold 24,729,494 common shares, representing approximately 16.1% of the issued and outstanding common shares of Topaz (15.3% if the over-allotment option is exercised in full).
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 will use the net proceeds of the Offering in part to fund its planned extensive NEBC Montney development project and infrastructure build-out. The two-phase NEBC Montney development project and infrastructure build-out will systematically develop Tourmaline's most profitable inventory (lowest capital cost, lowest operating cost, most liquid rich, highest margin) and is expected to grow total production by 30% to 850,000 boepd by 2031, grow cash flow (1)(2) by over 40% and increase free cash flow (3) by over 2.5 times at flat pricing (4) ( $2.5 to $3.0 billion free cash flow per annum) once the overall project is completed. The Offering will expand Topaz's free-trading share float and generate enhanced trading liquidity which is in-line with Topaz's structural objectives.
The Common Shares will be offered by way of a short form prospectus to be filed in all of the provinces of Canada other than Quebec and may also be placed privately in the United States 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 October 28, 2025 and is subject to customary closing conditions including, the receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. 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 news 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.
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Source
https://money.tmx.com/quote/TOU/news/5198933249300016/TOURMALINE_AND_TOPAZ_ANNOUNCE_200_MILLION_BOUGHT_DEAL_SECONDARY_OFFERING_OF_TOPAZ_COMMON_SHARES
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