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Tourmaline Oil Corp. Announces Issuance of Senior Unsecured Notes

Press Release

MAY 28, 2024

Calgary, Alberta – Tourmaline Oil Corp. (TSX – TOU) (“Tourmaline” or the “Company”) is pleased to announce that it has agreed to issue $250 million aggregate principal amount of senior unsecured notes due May 30, 2027 (the “Notes”). The Notes will be issued at par for aggregate gross proceeds of $250 million and will bear interest at a fixed rate of 4.856% per annum, payable semi-annually on the 30th day of November and May of each year, commencing on November 30, 2024.

Tourmaline continues its strategy of diversifying its sources of low-cost capital and continuing its progression as one of the largest, most efficient producers of oil and gas in North America. The Notes have been assigned a provisional rating of BBB (High), with a stable trend, by DBRS Limited (Morningstar DBRS).

The Notes will be direct, unsecured obligations of Tourmaline and will rank equally with all other present and future unsecured and unsubordinated indebtedness of the Company. The Notes are being offered in Canada on a private-placement basis in reliance upon exemptions from the prospectus requirements under applicable securities legislation (the “Offering”).

The Notes, offered on a best-efforts basis through a syndicate of agents co-led by Scotia Capital Inc., BMO Nesbitt Burns Inc. and TD Securities Inc., are expected to be issued on or about May 30, 2024, subject to customary closing conditions. The net proceeds of the Offering will be used to repay existing indebtedness and for general corporate purposes. The Company remains committed to a long-term net debt(1) target of $1.2 to $1.4 billion and intends to progress towards that target throughout 2024.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any of the Notes in any jurisdiction. The Notes have not been approved or disapproved by any regulatory authority. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States unless an exemption from the registration requirements of the U.S. Securities Act is available.

Reader Advisories

CREDIT RATINGS

Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. Credit ratings are not recommendations to purchase, hold or sell securities and do not address the market price or suitability of a specific security for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.

CURRENCY

All financial figures are in Canadian dollars.

NON-GAAP AND OTHER FINANCIAL MEASURES

This news release includes references to “net debt” and “adjusted working capital” which are considered “capital management measures” and do not have standardized meanings prescribed by International Financial Reporting Standards (“GAAP”). Accordingly, the Company’s use of these terms term may not be comparable to similarly defined measures presented by other companies. Investors are cautioned that these measures should not be construed as an alternative to or more meaningful than the most directly comparable GAAP measures in evaluating the Company’s performance. See “Non-GAAP and Other Financial Measures” in the most recent Management’s Discussion and Analysis for more information on the definition and description of these terms.

Capital Management Measures

Adjusted Working Capital

Management uses the term “adjusted working capital” for its own performance measures and to provide shareholders and potential investors with a measurement of the Company’s liquidity. A summary of the reconciliation of working capital (deficit) to adjusted working capital (deficit), is set forth below:

As at As at
(000s) March 31, December 31,
2024 2023
Working capital (deficit) $ (134,559) $ (298,280)
Fair value of financial instruments – short-term (asset) (286,897) (437,535)
Lease liabilities – short-term 6,048 5,796
Decommissioning obligations – short-term 45,000 45,000
Unrealized foreign exchange in working capital – liability (asset) (3,100) 5,524
Adjusted working capital (deficit) $ (373,508) $ (679,495)

Net Debt

Management uses the term “net debt”, as a key measure for evaluating its capital structure and to provide shareholders and potential investors with a measurement of the Company’s total indebtedness. A summary of the composition of net debt, is set forth below:

As at As at
(000s) March 31, December 31,
2024 2023
Bank debt $ (872,677) $ (651,594)
Senior unsecured notes (448,721) (448,643)
Adjusted working capital (deficit) (373,508) (679,495)
Net debt $ (1,694,906) $ (1,779,732)

ABOUT TOURMALINE OIL CORP.

Tourmaline is Canada’s largest and most active natural gas producer dedicated to producing the lowest emission and lowest-cost natural gas in North America. We are an investment grade exploration and production company providing strong and predictable operating and financial performance through the development of our three core areas in the Western Canadian Sedimentary Basin. With our existing large reserve base, decades-long drilling inventory, relentless focus on execution and cost management, and industry-leading environmental performance, we are excited to provide shareholders an excellent return on capital, and an attractive source of income through our base dividend and surplus free cash flow distribution strategies.

For further information, please contact:

Tourmaline Oil Corp.
Michael Rose
Chairman, President and Chief Executive Officer
(403)266-5992

OR

Tourmaline Oil Corp.
Brian Robinson
Chief Financial Officer
(403)767-3587; brian.robinson@tourmalineoil.com

OR

Tourmaline Oil Corp.
Scott Kirker
Chief Legal Officer and External Affairs
(403)767-3593; scott.kirker@tourmalineoil.com

OR

Tourmaline Oil Corp.
Jamie Heard
Vice President, Capital Markets
(403)767-5942; jamie.heard@tourmalineoil.com

OR

Tourmaline Oil Corp.
Suite 2900, 250 – 6th Avenue S.W.
Calgary, Alberta   T2P 3H7
Phone: (403) 266-5992; Facsimile: (403) 266-5952
E-mail: info@tourmalineoil.com
Website: www.tourmalineoil.com

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