TOURMALINE AND TOPAZ ANNOUNCE $200 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES .

 Tourmaline Oil Corp. (TSX: TOU,OTC:TRMLF) (” Tourmaline ” or the ” Promoting Shareholder “) and Topaz Vitality Corp. (TSX: TPZ) (” Topaz ” or the ” Firm “) introduced immediately that they’ve entered into an settlement with Peters & Co. Restricted and Scotiabank (the ” Lead Underwriters “), on behalf of a syndicate of underwriters (along with the Lead Underwriters, the ” Underwriters “), pursuant to which the Underwriters have agreed to buy, on a purchased deal foundation, from Tourmaline 8,000,000 frequent shares of the Firm (the ” Frequent Shares “) at a worth of $25 .10 per Frequent Share (the ” Providing Worth “) for complete gross proceeds to the Promoting Shareholder of roughly $200 million (the ” Providing “). The Underwriters could have an choice to buy as much as an extra 15% of the Frequent Shares issued below the Providing on the Providing Worth to cowl over-allotments and for market stabilization functions exercisable in entire or partially at any time till 30 days after the closing. The Firm is not going to obtain any of the proceeds of the Providing.

The Promoting Shareholder presently holds 32,729,494 frequent shares of Topaz, representing roughly 21.3% of the issued and excellent frequent shares. Following the closing of the Providing, the Promoting Shareholder will maintain 24,729,494 frequent shares, representing roughly 16.1% of the issued and excellent frequent shares of Topaz (15.3% if the over-allotment possibility is exercised in full).

Tourmaline is promoting the Frequent Shares as a part of a long-term plan to scale back its fairness place as Topaz develops and continues to succeed as an impartial royalty and infrastructure firm.   Tourmaline will use the online proceeds of the Providing partially to fund its deliberate in depth NEBC Montney growth venture and infrastructure build-out. The 2-phase NEBC Montney growth venture and infrastructure build-out will systematically develop Tourmaline’s most worthwhile stock (lowest capital value, lowest working value, most liquid wealthy, highest margin) and is anticipated to develop complete manufacturing by 30% to 850,000 boepd by 2031, develop money circulation ⁽¹⁾⁽²⁾ by over 40% and improve free money circulation ⁽³⁾ by over 2.5 instances at flat pricing ⁽⁴⁾ ( $2.5 to $3.0 billion free money circulation every year) as soon as the general venture is accomplished.  The Providing will broaden Topaz’s free-trading share float and generate enhanced buying and selling liquidity which is in-line with Topaz’s structural aims.

The Frequent Shares might be supplied by means of a brief type prospectus to be filed in all the provinces of Canada apart from Quebec and may additionally be positioned privately in the USA to “certified institutional consumers” pursuant to Rule 144A of the USA Securities Act of 1933. The Providing is anticipated to shut on or about October 28, 2025 and is topic to customary closing circumstances together with, the receipt of all obligatory regulatory approvals, together with the approval of the Toronto Inventory Alternate. No securities regulatory authority has both authorised or disapproved of the contents of this information launch.

The securities being supplied haven’t been, nor will they be, registered below the USA Securities Act of 1933, as amended, and might not be supplied or offered in the USA or to, or for the account or good thing about, U.S. individuals absent registration or an relevant exemption from the registration necessities. This information launch shall not represent a suggestion to promote or the solicitation of a suggestion to purchase nor shall there be any sale of the securities in any State through which such provide, solicitation or sale could be illegal.

Reader Advisories

CURRENCY

All quantities on this information launch are said in Canadian {dollars} except in any other case specified.

FORWARD-LOOKING INFORMATION

This information launch accommodates forward-looking statements and data (collectively, ” forward-looking data “) throughout the which means of relevant securities laws, which displays Tourmaline’s and Topaz’s present expectations concerning future occasions, together with however not restricted to using proceeds of the Providing, Tourmaline’s deliberate NEBC Montney growth venture and infrastructure build-out and the advantages of such construct out together with the incremental manufacturing progress, incremental money circulation and free money circulation progress and the timing for such incremental manufacturing progress and the anticipated advantages for Tourmaline and Topaz to be derived from Tourmaline’s discount in Topaz fairness together with that the Providing will broaden Topaz’s free-trading share float and generate enhanced buying and selling liquidity, and the date the Providing is anticipated to shut. Ahead-looking data is predicated on quite a few assumptions and is topic to quite a few dangers and uncertainties, lots of that are past Tourmaline’s and Topaz’s management that might trigger precise outcomes and occasions to vary materially from these which are disclosed in or implied by such forward-looking data. Such dangers and uncertainties embody, however aren’t restricted to, the components mentioned below “Danger Components” in Tourmaline’s and Topaz’s most lately filed Administration’s Dialogue and Evaluation and Annual Info Kind, which can be found on SEDAR+ at www.sedarplus.ca . Tourmaline and Topaz don’t undertake any obligations to replace such forward-looking data, whether or not on account of new data, future occasions or in any other case, besides as expressly required by relevant legal guidelines.

BOE EQUIVALENCY

On this information launch, manufacturing is introduced on a “barrel of oil equal” or “BOE” foundation. BOEs could also be deceptive, significantly if utilized in isolation.  A BOE conversion ratio of 6 Mcf:1 bbl is predicated on an vitality equivalency conversion technique primarily relevant on the burner tip and doesn’t symbolize a price equivalency on the wellhead.  As well as, as the worth ratio between pure gasoline and crude oil primarily based on the present costs of pure gasoline and crude oil is considerably completely different from the vitality equivalency of 6:1, using a conversion on a 6:1 foundation could also be deceptive as a sign of worth.

FINANCIAL OUTLOOKS

Additionally included on this information launch are estimates of Tourmaline’s money circulation and free money circulation on the finish of the NEBC Montney growth venture and infrastructure build-out, that are primarily based on, amongst different issues, the varied assumptions as to manufacturing ranges, receipt of drilling permits, capital expenditures and different assumptions disclosed on this information launch and, with respect to the NEBC Montney growth venture and infrastructure build-out together with Tourmaline’s estimated common manufacturing of 790,000 boepd for 2029, 830,000 boepd for 2030 and 850,000 boepd for 2031, commodity worth assumptions for pure gasoline ( $4.00 /mmbtu NYMEX US, $4.08 /mcf AECO, $5.50 PG&E Citygate US, $12.00 /mcf JKM US), crude oil ( $65.00 /bbl WTI US) and an trade price assumption (USD/CAD) of $0.74 . As well as, such estimates are offered for illustration solely and are primarily based on budgets and forecasts as of the date hereof which are topic to alter and quite a lot of contingencies together with prior years’ outcomes. To the extent such estimates represent a monetary outlook, they’re included to supply readers with an understanding of Tourmaline’s anticipated free money circulation and web debt ranges primarily based on the capital expenditure, manufacturing, pricing, trade price and different assumptions described herein and readers are cautioned that the data might not be applicable for different functions.

NON-GAAP AND OTHER FINANCIAL MEASURES

This information launch accommodates the phrases “money circulation” and “free money circulation” that are thought-about “non-GAAP monetary measures”. These phrases shouldn’t have a standardized which means prescribed by GAAP. Administration makes use of the time period “money circulation” for its personal efficiency measure and to supply shareholders and potential traders with a measurement of the Firm’s effectivity and its capability to generate the money (web of present revenue taxes) essential to fund its future progress expenditures, to repay debt or to pay dividends.  Administration makes use of the time period “free money circulation” for its personal efficiency measure and to supply shareholders and potential traders with a measurement of the Firm’s effectivity and its capability to generate the money essential to fund its future progress expenditures, to repay debt and supply shareholder returns.  Free money circulation is outlined as money circulation much less capital expenditures, excluding acquisitions and inclinations.  Free money circulation is previous to dividend fee.  Essentially the most straight comparable GAAP measure for money circulation is money circulation from working actions. A abstract of the reconciliation of money circulation from working actions to money circulation is contained within the Q2 MD&A. Accordingly, Tourmaline’s use of those phrases might not be similar to equally outlined measures introduced by different corporations. Buyers are cautioned that these measures shouldn’t be construed as an alternative choice to or extra significant than probably the most straight comparable GAAP measures in evaluating Tourmaline’s efficiency. See “Non-GAAP and Different Monetary Measures” within the Q2 MD&A for extra data on the definition and outline of those phrases.

ABOUT Tourmaline Oil Corp.

Tourmaline is Canada’s largest and most lively pure gasoline producer devoted to producing the lowest-development-cost pure gasoline in North America . We’re an funding grade exploration and manufacturing firm offering sturdy and predictable working and monetary efficiency by means of the event of our three core areas within the Western Canadian Sedimentary Basin. With our current giant reserve base, decades-long drilling stock, relentless give attention to execution, value administration, security and environmental efficiency enchancment, we’re excited to supply shareholders a superb return on capital and a lovely supply of revenue by means of our base dividend and surplus free money circulation distribution methods.

Web site: www.tourmalineoil.com

ABOUT TOPAZ ENERGY CORP.

Topaz is a novel royalty and infrastructure vitality firm targeted on producing free money circulation progress and paying dependable and sustainable dividends to its shareholders, by means of its strategic relationship with Canada’s largest and most lively pure gasoline producer, Tourmaline, an investment-grade senior Canadian E&P firm, and leveraging business relationships to execute complementary acquisitions from different high-quality vitality corporations. Topaz focuses on top-quartile vitality assets and belongings greatest positioned to draw capital with the intention to generate sustainable long-term progress and profitability.

Topaz’s frequent shares are listed and posted for buying and selling on the TSX below the buying and selling image “TPZ” and it’s included within the S&P/TSX Composite Index. That is the headline index for Canada and is the principal benchmark measure for the Canadian fairness markets, represented by the most important corporations on the TSX.

For additional data, please go to Topaz’s web site at www.topazenergy.ca . Topaz’s SEDAR+ filings can be found at www.sedarplus.ca .

For additional data pertaining to Topaz, please contact: Marty Staples, President and Chief Govt Officer, (587) 747-4830; Cheree Stephenson , VP Finance and CFO, (587) 747-4830

SOURCE Tourmaline Oil Corp.

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