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Exchange Bulletin

Topaz Energy Corp. (TPZ) To Trade On Toronto Stock Exchange


October 15, 2020
Issuer: Topaz Energy Corp. (the "Company")
Security: Common shares (the "Common Shares")
Symbols: TPZ
Transaction: An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Common Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's preliminary base PREP prospectus dated September 24, 2020. It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Common Shares.
 
As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and that a supplemented PREP prospectus is filed, TSX will post the Common Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Common Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Common Shares will be listed on TSX.
Trading currency: CDN$
Temporary market maker: W.D. Latimer Co. Ltd.
Other markets: None
Settlement: Subject to the closing of the Offering: (i) all trades in "TPZ" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "TPZ" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers.
 
Parties who are entitled to receive Common Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Common Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "TPZ" "if, as and when issued" market.
 
If and when the Offering closes, there will be no further trading in "TPZ" on an "if, as and when issued" basis and the Common Shares issued at such closing will trade on a regular settlement basis.
Listing category: Oil and Gas, Exempt
Security ownership registration: Uncertificated Issue – Non Certificated Inventory
Investor relations: Cheree Stephenson
Vice President, Finance and Chief Financial Officer
(587) 323-8099
Email: stephenson@topazenergy.ca
Incorporation: Business Corporations Act (Alberta)
Fiscal year end: December 31
Nature of business: The Company is a royalty and energy infrastructure company focused on generating low-risk income and paying dividends to its shareholders, while strategically investing in additional revenue generating assets to provide growth.
Transfer agent and registrar: AST Trust Company (Canada) at its principal offices in Calgary and Toronto
Dividends: The Board has established a dividend policy pursuant to which the Company intends to pay an annual dividend in the amount of $0.80 per Common Share on a quarterly ($0.20 per share) basis. Following Closing, the next scheduled dividend will be for the quarter ending December 31, 2020 and is expected to be paid on or about December 31, 2020 to shareholders of record on December 15, 2020 in the amount of $0.20 per Common Share. The payment of dividends is not guaranteed and the amount and timing of any dividends payable is at the discretion of the Board.
Sponsorship: Waived
Disclosure document: Preliminary base PREP prospectus dated September 24, 2020 which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document.
Initial public offering: The Offering of Common Shares is comprised of a Treasury Offering and Secondary Offering by the Selling Shareholder. Based on an expected price between $13.00 and $15.00 per Common Share, approximately 16,834,000 to 19,424,000 Common Shares will be offered, for gross proceeds of approximately $217.5 million to the Company (before over-allotment) and $35 million to the Selling Shareholder.
 
The syndicate of underwriters is comprised of Peters & Co. Limited, Scotia Capital Inc. BMO Nesbitt Burns Inc., National Bank Financial Inc., RBC Dominion Securities Inc., CIBC World Markets Inc., TD Securities Inc., Desjardins Securities Inc., Stifel Nicolaus Canada Inc., ATB Capital Markets Inc., Canaccord Genuity Corp., Industrial Alliance Securities Inc., Raymond James Ltd., and Tudor, Pickering, Holt & Co. Securities – Canada, ULC (collectively, the "Underwriters").
 
In addition, the Company is expected to grant the Underwriters an over-allotment option pursuant to which the Underwriters may purchase up to an additional 15% of the Common Shares sold under the Treasury Offering.
TSX contact: Chris Birkett,
Managing Director,
Toronto Stock Exchange