TOURMALINE AND TOPAZ ANNOUNCE $287.5 MILLION BOUGHT DEAL SECONDARY OFFERING OF TOPAZ COMMON SHARES AND TOURMALINE ANNOUNCES PLANNED SHARE REPURCHASES AND BASE DIVIDEND INCREASE

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

CALGARY, AB, Sept. 22, 2026 /CNW/ -- Tourmaline Oil Corp. (TSX: TOU) ("Tourmaline", the "Company" or the "Selling Shareholder") and Topaz Energy Corp. ("Topaz") 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, 10,000,000 common shares of Topaz (the "Topaz Common Shares") at a price of $28.75 per Topaz Common Share (the "Offering Price") for total gross proceeds to the Selling Shareholder of approximately $287.5 million (the "Offering"). The Underwriters will have an option to purchase up to an additional 15% of the Topaz Common Shares sold 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. Topaz will not receive any of the proceeds of the Offering. The Selling Shareholder currently holds 19,931,097 Topaz Common Shares, representing approximately 12.9% of the issued and outstanding Topaz Common Shares. Following the closing of the Offering, Tourmaline will hold 9,931,097 Topaz Common Shares, representing approximately 6.4% of the issued and outstanding Topaz Common Shares (5.4% if the over-allotment option is exercised in full).

Tourmaline continues to view Topaz as a high-quality, growing royalty and infrastructure business.  The decision to monetize a portion of the position reflects the greater relative value the Company currently sees in its own shares, not a change in the Company's view of the prospects for Topaz. 

The Topaz Common Shares will be offered by way of a short form prospectus to be filed in all 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, as amended. The Offering is expected to close on or about October 8, 2026 and is subject to customary closing conditions including, the receipt of all necessary regulatory approvals. 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.

TOURMALINE SHARE REPURCHASE PLAN

Tourmaline intends to use the net proceeds of the Offering to repurchase its common shares under the Company's normal course issuer bid ("NCIB").  Tourmaline views current local pricing as at a cyclical low and expects it to strengthen as WCSB egress and Alberta natural gas demand grows in the years ahead. The Company's expanding international and premium market exposure, along with growing local natural gas demand, support a significantly stronger anticipated cash flow^([1])([2]) and free cash flow^([3]) outlook for Tourmaline than is currently reflected in its share price. Repurchasing shares at this point in the commodity cycle represents an attractive use of capital, and at current strip pricing, the Company sees a greater return in doing so than in accelerated growth or further debt repayment, as the Company is already below its long-term target of $1.75 billion.

Should the current market dynamics persist, Tourmaline will consider allocating a portion of future free cash flow to continued share repurchases under the NCIB. Share repurchases are an addition to Tourmaline's return-of-capital framework, alongside the base dividend and special dividends, and a direct response to prevailing market conditions. The base dividend remains the foundation of that framework, and a progressively lower share count is expected to support future base dividend growth beyond what would otherwise occur absent the repurchase program.

The Company's long-term net debt target of $1.75 billion is unchanged and the repurchase program will be funded from organically generated free cash flow and internal value creation opportunities within the Company's overall portfolio, one of which is the Offering announced today. Tourmaline will continue to prioritize its balance sheet as well as the on-schedule execution of the NEBC Montney infrastructure buildout, which is fully funded by cash flow and is anticipated to generate over $400 million of structural incremental annual cash flow relative to the 1H 2025 cost structure through lower costs and stronger realizations that drive long term margin improvement for the business.

TOURMALINE BASE DIVIDEND INCREASE

Tourmaline's Board of Directors has approved an increase in the quarterly base dividend effective in Q4 2026 from $0.50/share to $0.525/share ($2.10/share on an annualized basis), representing a 5% increase from the current base dividend of $0.50/share.  The Q4 quarterly base dividend is expected to be declared in early December and payable on December 31, 2026 to shareholders of record at the close of business on December 15, 2026. The increase reflects the Company's confidence in the durability of its cash flow through the commodity price cycle and is supported by a progressively lower share count as the repurchase program is executed. The quarterly base dividend is designated as an eligible dividend for Canadian income tax purposes.

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CURRENCY

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

FORWARD-LOOKING INFORMATION

This news release contains forward-looking statements and information (collectively, "forward-looking information") within the meaning of applicable securities legislation, which reflects Tourmaline's and Topaz's current expectations regarding future events, including but not limited to the use of proceeds of the Offering; Tourmaline's view of the Topaz business; Tourmaline's expectation that current local pricing will increase as WCSB egress and Alberta natural gas demand grows in the years ahead; Tourmaline's belief that growing natural gas demand will support stronger anticipated cash flow and free cash flow outlook for Tourmaline than is currently reflected in its share price; Tourmaline's belief that the repurchase of its shares will be an attractive use of capital; Tourmaline's consideration of allocating a portion of future free cash flow to continued share repurchases under its NCIB in addition to Tourmaline's return-of-capital framework, alongside the base dividend and special dividends; Tourmaline's belief that its base dividend remains the foundation of its return-of-capital framework, and that a progressively lower share count is expected to support future base dividend growth beyond what would otherwise occur absent the repurchase program; Tourmaline's expectation that the repurchase program will be funded from organically generated free cash flow and internal value creation opportunities within the Company's overall portfolio; Tourmaline's plan to continue to prioritize its balance sheet as well as the on-schedule execution of the NEBC Montney infrastructure buildout; Tourmaline's expectation that the NEBC Montney buildout will be fully funded by cash flow and the amount of the anticipated incremental annual cash flow relative to the 1H 2025 cost structure through lower costs and stronger realizations that drive long term margin improvement for the business; Tourmaline's future payment of dividends and the timing and amount thereof which assumes the availability of free cash flow to fund such dividends; and the date the Offering is expected to close. 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 Tourmaline's and Topaz's control that 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 factors discussed under "Risk Factors" in Tourmaline's and Topaz's most recently filed Management's Discussion and Analysis and Annual Information Form, which are available on SEDAR+ at www.sedarplus.ca. Without limitation of the foregoing, Tourmaline's future dividend payments, if any, and the level thereof is uncertain, as the Company's dividend policy and the funds available for the payment of dividends from time to time is dependent upon, among other things, free cash flow, financial requirements for the Company's operations and the execution of its growth strategy, fluctuations in working capital and the timing and amount of capital expenditures, debt service requirements and other factors beyond the Company's control. Further, the ability of Tourmaline to pay dividends is subject to applicable laws (including the satisfaction of the solvency test contained in applicable corporate legislation) and contractual restrictions contained in the instruments governing its indebtedness, including its credit facility. Tourmaline and Topaz do not undertake any obligations to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable laws.

TOURMALINE NON-GAAP AND OTHER FINANCIAL MEASURES

This news release contains the terms "cash flow" and "free cash flow" which are considered "non-GAAP financial measures". These terms do not have a standardized meaning prescribed by GAAP. Management of Tourmaline uses the term "cash flow" for its own performance measure and to provide shareholders and potential investors with a measurement of the Company's efficiency and its ability to generate the cash (net of current income taxes) necessary to fund its future growth expenditures, to repay debt or to pay dividends.  Management of Tourmaline uses the term "free cash flow" for its own performance measure 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 its future growth expenditures, to repay debt and provide shareholder returns.  Free cash flow is defined as cash flow less capital expenditures, excluding acquisitions and dispositions.  Free cash flow is prior to dividend payment.  The most directly comparable GAAP measure for cash flow is cash flow from operating activities. A summary of the reconciliation of cash flow from operating activities to cash flow is contained in the Q2 MD&A. Accordingly, Tourmaline's use of these terms 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 Tourmaline's performance. See "Non-GAAP and Other Financial Measures" in the Q2 MD&A for more information on the definition and description of these terms.

ABOUT TOURMALINE OIL CORP.

Tourmaline is Canada's largest and most active natural gas producer dedicated to producing the lowest-development-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 two core areas in the Western Canadian Sedimentary Basin.  With our existing large reserve base, decades-long drilling inventory, relentless focus on execution, cost management, safety and environmental performance improvement, 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.

ABOUT TOPAZ ENERGY CORP.

Topaz is a unique royalty and infrastructure energy 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 and most active natural gas producer, Tourmaline, an investment-grade senior Canadian E&P company, and leveraging industry relationships to execute complementary acquisitions from other high-quality energy companies. Topaz focuses on top-quartile energy resources and assets best positioned to attract capital in order to generate sustainable long-term growth and profitability.

Topaz's common shares are listed and posted for trading on the TSX under the trading symbol "TPZ" and it is included in the S&P/TSX Composite Index. This 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.

For further information, please visit Topaz's website at www.topazenergy.ca. Topaz's SEDAR+ filings are available at www.sedarplus.ca.

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(1) This news release contains certain specified financial measures consisting of non-GAAP financial measures. See "Non-GAAP and Other Financial Measures" in this news release for information regarding the following specified financial measures: "cash flow" and "free cash flow". Since these specified financial measures do not have standardized meanings under International Financial Reporting Standards ("GAAP"), securities regulations require that, among other things, they be identified, defined, qualified and, where required, reconciled with their nearest GAAP measure and compared to the prior period. See "Non-GAAP and Other Financial Measures" in this news release and in Tourmaline's most recently filed Management's Discussion and Analysis (the "Q2 MD&A"), which information is incorporated by reference into this news release, for further information on the composition of and, where required, reconciliation of these measures.

(2) "Cash flow" is a non-GAAP financial measure defined as cash flow from operating activities adjusted for the change in non-cash working capital (deficit) and current taxes. See "Non-GAAP and Other Financial Measures" in this news release and in the Q2 MD&A.

(3)  "Free cash flow" is a non-GAAP financial measure defined as cash flow less capital expenditures, excluding acquisitions and dispositions. Free cash flow is prior to dividend payments. See "Non-GAAP and Other Financial Measures" in this news release and in the Q2 MD&A.

SOURCE Tourmaline Oil Corp.

FOR FURTHER INFORMATION, PLEASE CONTACT: Tourmaline Oil Corp., Michael Rose, Chairman, President and Chief Executive Officer, [phone]; OR Tourmaline Oil Corp., Brian Robinson, Chief Financial Officer, [phone], [email protected]; OR Tourmaline Oil Corp., Scott Kirker, Chief Legal Officer and External Affairs, [phone], [email protected]; OR Tourmaline Oil Corp., Jamie Heard, Vice President, Capital Markets, [phone], [email protected]; OR Tourmaline Oil Corp., Suite 2900, 250 - 6th Avenue S.W., Calgary, Alberta  T2P 3H7, Phone:  [phone], Facsimile:  [phone], E-mail:  [email protected], Website:  www.tourmalineoil.com; FOR FURTHER INFORMATION PERTAINING TO TOPAZ, PLEASE CONTACT: Marty Staples, President and Chief Executive Officer, [phone]; Cheree Stephenson, VP Finance and CFO, [phone]