Tourmaline and Topaz Announce Upsize to Previously Announced Bought Deal Secondary Offering to $300 Million

Press Release

Calgary, Alberta – Tourmaline Oil Corp. (TSX:TOU) (“Tourmaline” or the “Selling Shareholder”) and Topaz Energy Corp. (TSX:TPZ) (“Topaz” or the “Company”) are pleased to announce that they have agreed with the syndicate of underwriters co-led by Peters & Co. Limited and BMO Capital Markets (collectively, the “Underwriters”) to increase the size of the previously announced bought deal secondary offering of Topaz common shares. The Underwriters will now purchase, on a bought deal basis, from Tourmaline 10,800,000 common shares of the Company (the “Common Shares”) at a price of $27.80 per Common Share (the “Offering Price”) for total gross proceeds to the Selling Shareholder of approximately $300 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 45,149,494 common shares of Topaz, representing approximately 29.4% of the issued and outstanding common shares. Following the closing of the Offering, the Selling Shareholder will hold 34,349,494 common shares, representing approximately 22.4% of the issued and outstanding common shares of Topaz (21.3% if the over-allotment option is exercised in full).

In all other respects, the terms and purpose of the Offering and use of proceeds therefrom will remain as previously disclosed in the November 25, 2024 news release.

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. 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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CURRENCY

All amounts in this news release are stated in Canadian dollars unless otherwise specified.

FOR FURTHER INFORMATION PERTAINING TO TOURMALINE, PLEASE CONTACT:

Tourmaline Oil Corp.

Michael Rose

Chairman, President and Chief Executive Officer

266-5992

Tourmaline Oil Corp.

Brian Robinson

Chief Financial Officer

767-3587; brian.robinson@tourmalineoil.com