Latest news with #STATESSECURITIESLAW
Hamilton Spectator
14-05-2025
- Business
- Hamilton Spectator
Alaris Equity Partners Announces Upsizing of Previously Announced Convertible Unsecured Senior Debentures
NOT FOR DISTRIBUTION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW CALGARY, Alberta, May 14, 2025 (GLOBE NEWSWIRE) — Alaris Equity Partners Income Trust ('Alaris' or the 'Trust') (TSX: is pleased to announce that as a result of excess demand, it has agreed with the syndicate of underwriters led by National Bank Financial Inc., CIBC Capital Markets, and Desjardins Capital Markets to increase the size of its previously announced bought deal financing. Alaris will now issue 80,000 convertible unsecured senior debentures due June 30, 2030 (the 'Debentures') at a price of $1,000 per Debenture (the 'Offering') for aggregate gross proceeds of $80,000,000 (the 'Offering'). The Trust has also granted the Underwriters an option to purchase up to an additional $12,000,000 aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, from time to time, up to 30 days following the closing of the Offering. Unless otherwise stated, all numbers in this press release are presented in Canadian dollars. In all other respects, the terms of the Offering and use of proceeds therefrom will remain as previously disclosed in the original press release dated May 13, 2025. The Offering is expected to close on or about June 2, 2025 (the 'Closing Date'), and is subject to certain conditions including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the Toronto Stock Exchange. A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada, other than the province of Québec. This news release is not an offer of securities of Alaris for sale in the United States. The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the Debentures may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States. 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 jurisdiction in which such offer, solicitation or sale would be unlawful. ABOUT ALARIS The Trust, through its subsidiaries, invests in a diversified group of private businesses ('Partners') primarily through structured equity. The primary goal of our structured equity investments is to deliver stable and predictable returns to our unitholders through both cash distributions and capital appreciation. This strategy is enhanced by common equity positions, which allow us to generate returns in alignment with the founders of our Partners. FORWARD LOOKING STATEMENTS This news release contains forward-looking statements, including forward-looking statements within the meaning of 'safe harbor' provisions under applicable securities laws (' forward-looking statements '). Statements other than statements of historical fact contained in this news release may be forward-looking statements including, without limitation, management's expectations, intentions and beliefs concerning: the anticipated Closing Date; the intended use of proceeds of the Offering; the anticipated terms and timing of conversion, redemption and maturity of the Debentures; expectations regarding the filing of a preliminary prospectus and the anticipated jurisdictions for the Offering. Many of these statements can be identified by words such as 'believe', 'expects', 'will', 'intends', 'projects', 'anticipates', 'estimates', 'continues' or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations on which these forward-looking statements are based will occur. By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Key assumptions include, but are not limited to, assumptions that: the required regulatory approvals for the Offering will be obtained in a timely fashion; the Debentures and trust units issued upon the conversion of the Debentures will be listed for trading on the TSX; interest rates will not rise in a matter materially different from the prevailing market expectations over the next 12 to 24 months; no widespread global health crisis will impact the economy or any Partners' operations in a material way in the next 12 months; the businesses of the majority of our Partners will continue to grow; the businesses of new Partners and those of existing Partners will perform in line with Alaris' expectations and diligence; more private companies will require access to alternative sources of capital and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust and the Partners could materially differ from those anticipated in the forward-looking statements contained herein as a result of certain risk factors, including, but not limited to: the ability of the Trust to obtain the required regulatory approvals for the Offering; the ability of our Partners and, correspondingly, Alaris to meet performance expectations for 2025 and beyond; any change in the senior lenders' outlook for Alaris' business; management's ability to assess and mitigate the impacts of any local, regional, national or international health crises like COVID-19 or its variants; the dependence of Alaris on the Partners; reliance on key personnel; general economic conditions in Canada, North America and globally; failure to complete or realize the anticipated benefit of Alaris' financing arrangements with the Partners; a failure of the Trust or any Partners to obtain required regulatory approvals on a timely basis or at all; changes in legislation and regulations and the interpretations thereof; risks relating to the Partners and their businesses, including, without limitation, a material change in the operations of a Partner or the industries they operate in; inability to close additional Partner contributions in a timely fashion, or at all; a change in the ability of the Partners to continue to pay Alaris' distributions; a material change in the unaudited information provided to Alaris by the Partners; a failure of a Partner (or Partners) to realize on their anticipated growth strategies; a failure to achieve the expected benefits of the third-party asset management strategy or similar new investment structures and strategies; conflicts of interest that may arise under the asset management strategy or otherwise; a failure to achieve resolutions for outstanding issues with Partners on terms materially in line with management's expectations or at all; and a failure to realize the benefits of any concessions or relief measures provided by Alaris to any Partner or to successfully execute an exit strategy for a Partner where desired. Additional risks that may cause actual results to vary from those indicated are discussed under the heading 'Risk Factors' and 'Forward Looking Statements' in the Trust's Management Discussion and Analysis for the year ended December 31, 2024, which is filed under the Trust's profile at and on its website at . Readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation. Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release. For further information please contact: ir@ P: (403) 260-1457 Alaris Equity Partners Income Trust Suite 250, 333 24th Avenue S.W. Calgary, Alberta T2S 3E6
Yahoo
13-05-2025
- Business
- Yahoo
Alaris Equity Partners Announces $75 Million Bought Deal Offering of 6.50% Convertible Unsecured Senior Debentures
NOT FOR DISTRIBUTION IN THE UNITED TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW CALGARY, Alberta, May 13, 2025 (GLOBE NEWSWIRE) -- Alaris Equity Partners Income Trust ('Alaris' or the 'Trust') (TSX: is pleased to announce that it has entered into an agreement with a syndicate of underwriters (the 'Underwriters') led by National Bank Financial, CIBC Capital Markets and Desjardins Capital Markets, and including Acumen Capital Partners, Raymond James Ltd., RBC Capital Markets, Scotiabank, and Cormark Securities Inc. pursuant to which the Underwriters have agreed to purchase $75.0 million aggregate principal amount of convertible unsecured senior debentures due June 30, 2030 (the 'Debentures') at a price of $1,000 per Debenture (the 'Offering'). The Trust has also granted the Underwriters an option to purchase up to an additional $11.25 million aggregate principal amount of Debentures, on the same terms and conditions, exercisable in whole or in part, up to 30 days following closing of the Offering. The Offering is expected to close on or about June 2, 2025 (the 'Closing Date'). Unless otherwise stated, all numbers in this press release are presented in Canadian dollars. The Trust intends to use the net proceeds of the Offering to partially repay outstanding indebtedness under Alaris' subsidiary's senior debt facility (the 'Senior Debt Facility') which may be subsequently redrawn and used to fund future investments in new Partner (as defined below) investments or general trust purposes. The Debentures will bear interest at a rate of 6.50% per annum, payable semi-annually in arrears on the last business day of June and December of each year commencing on December 31, 2025. The first payment will include accrued and unpaid interest for the period from the Closing Date to, but excluding, December 31, 2025. The Debentures will mature on June 30, 2030 (the 'Maturity Date'). The Debentures will be direct senior unsecured obligations of the Trust and will rank subordinate to all existing and future senior secured indebtedness of the Trust and any of its subsidiaries, including pursuant to the Senior Debt Facility, and pari passu with each debenture issued under the debenture indenture governing the Debentures (the 'Trust Indenture') and with all other present and future unsubordinated indebtedness of the Trust, including the Trust's senior unsecured debentures due March 31, 2027, as further detailed in the Trust Indenture. The payment of principal and premium, if any, of, and interest on, the Debentures will be subordinated in right of payment to all senior secured indebtedness. The Trust Indenture will not restrict the Trust or its subsidiaries from incurring additional indebtedness or from mortgaging, pledging or charging its properties to secure any indebtedness or liabilities. None of the Trust's subsidiaries will guarantee the Debentures. The Debentures will be convertible at the holder's option into units of the Trust ('Units') at any time prior to the earlier of the close of business on the business day immediately preceding: (i) the Maturity Date June 30, 2030; and (ii) and if called for redemption, the business day immediately preceding the date fixed for redemption of the Debentures at a conversion price of $24.85 per Units, being a ratio of 40.2414 per $1,000 principal amount of Debentures, subject to adjustment in certain events. The Debentures are not redeemable by Alaris before June 30, 2028. On and after June 30, 2028 and prior to June 30, 2029, the Debentures may be redeemed in whole or in part from time to time at the option of Alaris at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the Units on the Toronto Stock Exchange for the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of the redemption is given is not less than 125% of the Conversion Price. On and after June 30, 2029, the Debentures may be redeemed in whole or in part from time to time at the option of Alaris at a price equal to their principal amount plus accrued and unpaid interest regardless of the trading price of the Units. A preliminary short form prospectus will be filed with securities regulatory authorities in all provinces of Canada, other than the province of Québec. The Offering is subject to customary regulatory approvals, including the approval of the Toronto Stock Exchange. This news release is not an offer of securities of Alaris for sale in the United States. The Debentures have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and the Debentures may not be offered or sold in the United States except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States. 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 jurisdiction in which such offer, solicitation or sale would be unlawful. ABOUT ALARIS The Trust, through its subsidiaries, invests in a diversified group of private businesses ('Partners') primarily through structured equity. The primary goal of our structured equity investments is to deliver stable and predictable returns to our unitholders through both cash distributions and capital appreciation. This strategy is enhanced by common equity positions, which allow us to generate returns in alignment with the founders of our Partners. FORWARD LOOKING STATEMENTS This news release contains forward-looking statements, including forward-looking statements within the meaning of "safe harbor" provisions under applicable securities laws (""). Statements other than statements of historical fact contained in this news release may be forward-looking statements including, without limitation, management's expectations, intentions and beliefs concerning: the anticipated Closing Date; the intended use of proceeds of the Offering; the anticipated terms and timing of conversion, redemption and maturity of the Debentures; expectations regarding the filing of a preliminary prospectus and the anticipated jurisdictions for the Offering. Many of these statements can be identified by words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations on which these forward-looking statements are based will occur. By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. Key assumptions include, but are not limited to, assumptions that: the required regulatory approvals for the Offering will be obtained in a timely fashion; the Debentures and trust units issued upon the conversion of the Debentures will be listed for trading on the TSX; interest rates will not rise in a matter materially different from the prevailing market expectations over the next 12 to 24 months; no widespread global health crisis will impact the economy or any Partners' operations in a material way in the next 12 months; the businesses of the majority of our Partners will continue to grow; the businesses of new Partners and those of existing Partners will perform in line with Alaris' expectations and diligence; more private companies will require access to alternative sources of capital and that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms. Forward-looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. The actual results of the Trust and the Partners could materially differ from those anticipated in the forward-looking statements contained herein as a result of certain risk factors, including, but not limited to: the ability of the Trust to obtain the required regulatory approvals for the Offering; the ability of our Partners and, correspondingly, Alaris to meet performance expectations for 2025 and beyond; any change in the senior lenders' outlook for Alaris' business; management's ability to assess and mitigate the impacts of any local, regional, national or international health crises like COVID-19 or its variants; the dependence of Alaris on the Partners; reliance on key personnel; general economic conditions in Canada, North America and globally; failure to complete or realize the anticipated benefit of Alaris' financing arrangements with the Partners; a failure of the Trust or any Partners to obtain required regulatory approvals on a timely basis or at all; changes in legislation and regulations and the interpretations thereof; risks relating to the Partners and their businesses, including, without limitation, a material change in the operations of a Partner or the industries they operate in; inability to close additional Partner contributions in a timely fashion, or at all; a change in the ability of the Partners to continue to pay Alaris' distributions; a material change in the unaudited information provided to Alaris by the Partners; a failure of a Partner (or Partners) to realize on their anticipated growth strategies; a failure to achieve the expected benefits of the third-party asset management strategy or similar new investment structures and strategies; conflicts of interest that may arise under the asset management strategy or otherwise; a failure to achieve resolutions for outstanding issues with Partners on terms materially in line with management's expectations or at all; and a failure to realize the benefits of any concessions or relief measures provided by Alaris to any Partner or to successfully execute an exit strategy for a Partner where desired. Additional risks that may cause actual results to vary from those indicated are discussed under the heading "Risk Factors" and "Forward Looking Statements" in the Trust's Management Discussion and Analysis for the year ended December 31, 2024, which is filed under the Trust's profile at and on its website at Readers are cautioned not to place undue reliance on any forward-looking information contained in this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities further information please contact: ir@ (403) 260-1457Alaris Equity Partners Income TrustSuite 250, 333 24th Avenue Alberta T2S in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
08-05-2025
- Business
- Yahoo
TENAZ ENERGY CORP. ANNOUNCES Q1 2025 RESULTS
In February 2025, we renewed our NCIB and obtained approval to purchase up to 2.5 million additional shares. During Q1, we retired 62 thousand shares at an average cost of $13.42 per share. Since the beginning of the NCIB program in Q3 2022, we have retired 2.1 million common shares (7.5% of basic common shares) at an average cost of $3.11/share. We ended Q1 2025 with a $0.5 million net debt (2) position, as compared to a $10.0 million positive adjusted working capital (2) position at the end of 2024, with the change primarily driven by our Q1 Canadian drilling program and transition costs for the Acquisition. We had an unrestricted cash balance of $135.7 million at the end of Q1 2025. Net loss for Q1 2025 was $5.3 million ($0.19/share), as compared to net loss of $0.5 million ($0.02/share) in Q1 2024. The increase in net loss was primarily driven by interest expense for the senior notes issued in Q4 2024 and transaction costs for the Acquisition. Funds flow from operations (2) ("FFO") for the first quarter was $1.0 million ($0.03/share (2) ) as compared to $8.3 million ($0.30/share) in Q4 2024, primarily due to higher interest and transaction costs and the absence of a prior period tax adjustment recorded in Q4 2024. We drilled three gross (2.4 net) wells in Canada, which produced at an initial net rate of approximately 870 boe/d (45% crude oil). Capital cost of the program was $8.3 million net to Tenaz. Production volumes averaged 2,893 boe/d (1) in Q1 2025, up 3% from Q4 2024, reflecting lower downtime from our non-operated assets in the Netherlands and initial contributions from Canadian drilling. We completed the previously announced acquisition of NAM Offshore B.V. ("NOBV") on May 1, 2025 (the "Acquisition"). Concurrent with closing of the Acquisition, NOBV was renamed Tenaz Energy Netherlands B.V. ("TEN"). As a result of free cash flow and other purchase price adjustments from the effective date of January 1, 2024 until closing on May 1, 2025, Tenaz Energy received approximately €15 million at completion. Based on preliminary estimates, net working capital of our TEN subsidiary at close is approximately neutral, excluding the current portion of any future contingent earn-out payments. The unaudited interim condensed consolidated financial statements and related management's discussion and analysis ("MD&A") are available on SEDAR+ at and on Tenaz's website at . Select financial and operating information for the three months ended March 31, 2025 appear below and should be read in conjunction with the related financial statements and MD&A. CALGARY, ALBERTA--(Newsfile Corp. - May 7, 2025) - Tenaz Energy Corp. ("Tenaz", "We", "Our", "Us" or the "Company") (TSX: TNZ) is pleased to announce financial and operating results for the three months ended March 31, 2025. /NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/ Story Continues Guidance Pursuant to the close of the Acquisition, we updated our production and capital guidance reflecting its forecasted contribution for the eight-month period following closing. On an annual average basis for 2025, TEN will add approximately 6,100 to 6,400 boe/d to our annual guidance range, resulting in updated guidance of 9,000 to 9,500 boe/d. We plan to invest $55 to $61 million in the acquired assets for the remainder of 2025, resulting in consolidated Drilling and Development capital expenditures of $85 to $95 million. The revised program is expected to be entirely self-funded within both our Netherlands and Canada business units. FINANCIAL AND OPERATIONAL SUMMARY Three months ended Mar 31 Dec 31 Mar 31 ($000 CAD, except per share and per boe amounts) 2025 2024 2024 FINANCIAL Petroleum and natural gas sales 17,692 16,285 17,886 Cash flow from operating activities (3,811 ) 23 6,218 Funds flow from operations(2) 953 8,299 7,043 Per share – basic(2) 0.03 0.30 0.26 Per share – diluted(2) 0.03 0.26 0.24 Net income (loss) (5,308 ) (6,037 ) (557 ) Per share – basic (0.19 ) (0.22 ) (0.02 ) Per share – diluted(3) (0.19 ) (0.22 ) (0.02 ) Capital expenditures(2) 9,320 4,962 3,816 Adjusted working capital (net debt)(2) (497 ) 9,953 48,740 Common shares outstanding (000) End of period – basic 27,550 27,610 26,703 Weighted average for the period – basic 27,595 27,542 26,779 Weighted average for the period – diluted 32,715 32,279 29,494 OPERATING Average daily production Heavy crude oil (bbls/d) 951 1,097 1,149 Natural gas liquids (bbls/d) 71 78 70 Natural gas (Mcf/d) 11,225 9,836 10,005 Total (boe/d) 2,893 2,814 2,887 Netbacks ($/boe) Petroleum and natural gas sales 67.95 62.90 68.08 Royalties (5.38 ) (5.00 ) (5.81 ) Transportation expenses (3.09 ) (2.99 ) (2.99 ) Operating expenses (28.45 ) (33.38 ) (26.05 ) Midstream income(2) 3.48 4.24 4.29 Operating netback(2) 34.51 25.77 37.52 BENCHMARK COMMODITY PRICES WTI crude oil (US$/bbl)(4) 71.42 70.28 76.97 WCS (CAD$/bbl) 84.43 81.32 77.80 AECO daily spot (CAD$/Mcf)(5) 2.13 1.48 2.50 TTF (CAD$/Mcf)(6) 20.65 19.00 11.83 (1) The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. Per boe amounts have been calculated by using the conversion ratio of six thousand cubic feet (6 Mcf) of natural gas to one barrel (1 bbl) of crude oil. Refer to "Barrels of Oil Equivalent" included in the "Advisories" section of this press release. (2) This is a non-GAAP and other financial measure. Refer to "Non-GAAP and Other Financial Measures" in the section "Advisories". (3) Per share metrics calculated using the weighted average common shares for the applicable period. (4) WTI represents posting price of West Texas Intermediate ("WTI") crude oil. (5) AECO is the natural gas price index for Alberta. (6) TTF is the price for natural gas in the Netherlands. PRESIDENT'S MESSAGE After closing the NOBV acquisition on May 1, we have now embarked on our journey as a significant European natural gas operator. Through great cooperation and diligent work among the NOBV staff, our Calgary team, NAM and Shell, we were able to close two months ahead of our original schedule. Our people are the most important determinant of our long-term success. On behalf of our Board of Directors, we extend the warmest of welcomes to all new members of the Tenaz team, both from NOBV and from other organizations, that have joined us. We are extraordinarily fortunate to have the team we do. NOBV has been renamed Tenaz Energy Netherlands B.V. ("TEN"). As a result of free cash flow and other purchase price adjustments from the effective date of January 1, 2024 until closing on May 1, 2025, Tenaz Energy received approximately €15 million at completion. Based on preliminary estimates, net working capital of our TEN subsidiary at close is approximately neutral, excluding the current portion of any future contingent earn-out payments. TEN is the entity that will execute our corporate vision in the Dutch North Sea ("DNS"). This region offers many opportunities to deliver safe, secure and low-emission energy for Europe in an era of persistent supply uncertainty. The Dutch government is reinforcing its commitment to accelerate responsible natural gas development in the DNS. The recent sector agreement between the offshore gas industry and the Ministry of Climate and Green Growth marks a key step in unlocking the region's full gas potential. By streamlining approval processes and fostering industry-government collaboration, the agreement paves the way for more efficient and accelerated development of critical energy resources, enhancing both economic growth and energy security. Our extensive transition activities were executed with strong collaboration among a wide group of technical and commercial vendors, ranging from local oil and gas service companies to large international firms. Notably, vendors such as SAP and PwC Canada played key roles in supporting our industry-leading, full-suite greenfield implementation of cloud-standard SAP as our enterprise resource planning ("ERP") system. In addition to our ERP rollout, we successfully executed software solutions for hydrocarbon accounting, permit-to-work, real-time data collection, and gas dispatching, among other systems. These investments enabled a safe and seamless transition of operatorship to Tenaz and also established a scalable IT platform for our future growth. Our business model seeks to secure advantage in two ways that are differentially present in the international asset market. First, purchase multiples are typically lower outside of North America, implying higher base rates-of-return on the initial acquisition investment. In our view, the Acquisition has been demonstrated to be an example of this first aspect. The second step is having a greater opportunity to improve the production and unit cost profile after becoming operator of the acquired assets. Often, the types of assets we pursue have been historically underinvested, usually as a result of not being core to larger-company sellers. We believe this opportunity is present in the TEN assets, and now we begin execution of our operating plans to realize this potential. Prior to the Acquisition, NOBV had a low level of capital activity. Our objective is to ramp up investment as rapidly as is efficient and practicable, while maintaining our top priority of safe operation. We recognize that the more capital-intensive activities such as drilling and barge-based workovers have a significant lead time for final design, permitting and contracting. During the transition period, Tenaz conducted preparatory work for the optimization and development program initially identified during our evaluation of the acquired assets. We are now conducting a tender process for key services including barges, drilling services and long-lead materials. Our aspiration is to commence these activities in Q4 2025, including the spudding of the first well on our DNS operated assets. Subject to rig availability and permitting timelines, we intend to execute a multi-well drilling campaign targeting production growth in 2026 and beyond. Our infrastructure, including both offshore platforms and onshore processing, is generally underutilized. We have a number of technically-mature drilling prospects which, if successful, could generate production growth with minimal incremental infrastructure investment. This aspiration for increased investment, including drilling during 2025, drives our revised capital investment guidance. At present, the TTF marker price stands at approximately €34.25/MWh ($15.70/Mcf), with the forward price for the second half of 2025 at €35.75/MWh ($16.40/Mcf). We are approximately 52% hedged for our 2025 TTF exposure at an average price of €35.45/MWh ($16.30/Mcf). Turning to Canada, we executed a three gross (2.4 net) well drilling program using unstimulated horizontal wells in Q1. The wells were put on production late in the quarter. In aggregate, the wells had an initial net rate of 870 boe/d (45% oil), while facing some remaining constraints for oil battery capacity and natural gas handling. While our Rex formation sites typically have excess processing capacity, our 2025 program was conducted in the Glauconite and Ellerslie pools with less battery capacity. As a result, battery constraints are still being addressed at two of the new wellsites to allow the wells to produce to their full potential. The Canadian drilling program had a capital cost of $8.3 million net to Tenaz, including drilling, completion, equipping, tie-in and facility expansion. Individual results from the Canadian wells were as follows: Single-leg horizontal drilled in the Glauconite A Pool at Watelet. This well was drilled to a depth of 1,480 meters total vertical depth ("TVD") and 3,842 meters total measured depth ("MD"), with a total lateral length of 2,160 meters, successfully extending the pool by more than one mile. The initial gross rate was 610 boe/d (57% gas) at 87.5% working interest. Multi-lateral horizontal well in the Glauconite D Pool waterflood at Leduc Woodbend. The three-leg multi-lateral was drilled to a TVD of 1,388 meters and a MD of 4,151 meters, with 2,530 meters of open lateral in the Glauconitic Sand. Initial gross rate was 90 boe/d (30% gas) at 52.4% working interest. Multi-lateral horizontal well in the Ellerslie A Pool at Watelet. The four-leg multi-lateral was drilled to a depth of 1,478 meters TVD, 6,221 meters MD, with 4,473 meters of productive length in the Ellerslie reservoir, which was extended to the east of prior wells. The well had an initial gross rate of 300 boe/d (40% gas) at 100% working interest. With respect to the Watelet gas plant we purchased a year ago, throughput has increased from approximately 6 MMcf/d at the time of purchase to approximately 10 MMcf/d today. The increase in throughput has been achieved through a combination of higher Tenaz equity production, primarily from the recently drilled wells, and increased third-party processing business. While Canadian production during Q1 averaged 1,924 boe/d, it currently stands at approximately 2,450 boe/d, reflecting about 930 boe/d from the three new wells, which is in line with our budget expectations. We believe that performance from the new wells can be optimized once battery constraints are ameliorated. Q1 2025 funds flow from operations ("FFO") totaled $1.0 million, impacted by $6.1 million in combined transaction costs and interest expense during the quarter. Cash flows produced by the acquired assets from the January 1, 2024 economic effect date until the closing date of May 1, 2025 were accounted for as an adjustment to cash-at-closing. Had closing occurred on January 1, 2025, incremental FFO from the acquired assets for Q1 2025 would have been approximately $51 million. Tenaz expects to generate positive free cash flow for the remainder of 2025, half of which will be directed to contingent earn-out obligations. Our balance sheet will reflect our estimate of the contingent earn-out obligations as of our Q2 2025 report. Tenaz ended Q1 2025 with net debt of approximately $0.5 million, primarily due to Canadian capital investment and transaction costs for the Acquisition. Liquidity remains strong, bolstered by senior notes issued in November 2024 and approximately €15 million received subsequent to Q1 2025 when we closed the Acquisition. Our current unrestricted cash balance is now approximately $151 million. Further enhancing liquidity, we have a $20 million undrawn revolving credit facility from National Bank of Canada. Within our officer corps, Senior Vice President David Burghardt will be shifting responsibilities now that the Acquisition has closed. Mr. Burghardt had been responsible for management of our non-operated Netherlands assets, which will now be consolidated within our TEN subsidiary. Mr. Burghardt will shift to the newly-created position of SVP, Investor Relations. He is well suited to this role given his capital market experience as President and CEO of our predecessor Altura Energy, his knowledge of Tenaz' assets and ongoing business model, and his history of working in Europe for Vermilion Energy before he founded Altura. Tenaz will now put greater focus on investor relations and corporate marketing, reflective of increased market capitalization and broader investor interest as Tenaz has grown. We continue to return value to shareholders through our NCIB program and maintain a strong acquisition pipeline. Despite macro volatility, we believe market conditions remain favorable for disciplined acquisitions. In closing, our Board and employees remain aligned with shareholders. We are committed to driving long-term value and disciplined execution in 2025 and beyond. /s/ Anthony Marino President and Chief Executive Officer May 7, 2025 About Tenaz Energy Corp. Tenaz is an energy company focused on the acquisition and sustainable development of international oil and gas assets. Tenaz is the second largest operator of natural gas assets in the Dutch sector of the North Sea and develops crude oil and natural gas at Leduc-Woodbend in Alberta. Additional information regarding Tenaz is available on SEDAR+ and at Tenaz's Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "TNZ". ADVISORIES Non‐GAAP and Other Financial Measures This press release contains the terms funds flow from operations and capital expenditures which are considered "non-GAAP financial measures" and operating netback which is considered a "non-GAAP financial ratio." These terms do not have a standardized meaning prescribed by GAAP. In addition, this press release contains the term adjusted working capital (net debt), which is considered a "capital management measure." Accordingly, the Company'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 net income (loss) determined in accordance with GAAP and these measures should not be considered to be more meaningful than GAAP measures in evaluating the Company's performance. Funds flow from operations Tenaz considers funds flow from operations to be a key measure of performance as it demonstrates the Company's ability to generate the necessary funds for sustaining capital, future growth through capital investment, and settling liabilities. Funds flow from operations is calculated as cash flow from operating activities plus income from associate and before changes in non-cash operating working capital and decommissioning liabilities settled. Funds flow from operations is not intended to represent cash flows from operating activities. A summary of the reconciliation of cash flow from operating activities to funds flow from operations, is set forth below: ($000) Q1 2025 Q4 2024 Q1 2024 Cash flow (used in) from operating activities (3,811 ) 23 6,218 Change in non-cash operating working capital 2,895 6,114 (2,900 ) Decommissioning liabilities settled 585 1,065 2,597 Midstream income 1,381 1,097 1,128 Amortization of deferred financing costs (97 ) — — Funds flow from operations(1) 953 8,299 7,043 (1) FFO per share (basic) is calculated as FFO divided by the weighted average common shares outstanding. Diluted FFO per share adjusts for the impact of potentially dilutive securities using the treasury stock method. For the periods presented, FFO per share was as follows: Q1 2025: $0.04 basic, $0.03 diluted; Q4 2024: $0.30 basic, $0.26 diluted; Q1 2024: $0.26 basic, $0.24 diluted. Capital Expenditures Tenaz considers capital expenditures to be a useful measure of the Company's investment in its existing asset base calculated as the sum of exploration and evaluation asset expenditures and property, plant and equipment expenditures from the consolidated statements of cash flows that is most directly comparable to cash flows used in investing activities. The reconciliation to primary financial statement measures is set forth below: ($000) Q1 2025 Q4 2024 Q1 2024 Exploration and evaluation expenditures 311 501 518 Property, plant and equipment expenditures 9,009 4,461 3,298 Capital expenditures 9,320 4,962 3,816 Free Cash Flow ("FCF") Tenaz considers free cash flow to be a key measure of performance as it demonstrates the Company's excess funds generated after capital expenditures for potential shareholder returns, acquisitions, or growth in available liquidity. FCF is a non-GAAP financial measure and is comprised of funds flow from operations less capital expenditures. A summary of the reconciliation of the measure, is set forth below: ($000) Q1 2025 Q4 2024 Q1 2024 Funds flow from operations 953 8,299 7,043 Less: Capital expenditures (9,320 ) (4,962 ) (3,816 ) Free cash flow (8,367 ) 3,337 3,227 Midstream Income Tenaz considers midstream income an integral part of determining operating netbacks. Operating netbacks assists management and investors with evaluating operating performance. Tenaz's midstream income consists of the income from its associate, Noordtgastransport B.V. and excludes the amortization of fair value increment of NGT that is included in the equity investment on the balance sheet. Under IFRS Accounting Standards, investments in associates are accounted for using the equity method of accounting. Income from associate is Tenaz's share of the investee's net income and comprehensive income. ($000) Q1 2025 Q4 2024 Q1 2024 Income from associate 1,144 917 888 Plus: Amortization of fair value increment of NGT 237 180 240 Midstream income 1,381 1,097 1,128 Adjusted working capital (net debt) Management views adjusted working capital (net debt) as a key industry benchmark and measure to assess the Company's financial position and liquidity. Adjusted working capital (net debt) is calculated as current assets less current liabilities and long term debt, excluding the fair value of derivative instruments. Tenaz's adjusted working capital (net debt) as at March 31, 2025 and December 31, 2024 is summarized below: ($000) March 31, 2025 December 31, 2024 Current assets 191,401 188,537 Current liabilities (53,744 ) (40,304 ) Net current assets 137,657 148,233 Fair value of derivative instruments 218 (5 ) Long-term debt (138,372 ) (138,275 ) Adjusted working capital (net debt) (497 ) 9,953 Operating Netback Tenaz calculates operating netback on a dollar or per boe basis, as petroleum and natural gas sales less royalties, operating costs and transportation costs, plus midstream income. Operating netback is a key industry benchmark and a measure of performance for Tenaz that provides investors with information that is commonly used by other crude oil and natural gas producers. The measurement on a per boe basis assists management and investors with evaluating operating performance on a comparable basis. Per Share Ratios Funds flow from operations per basic share is comprised of funds flow from operations divided by basic weighted average common shares. Funds flow from operations per diluted share is comprised of funds flow from operations divided by diluted weighted average common shares. Barrels of Oil Equivalent The term barrels of oil equivalent ("boe") may be misleading, particularly if used in isolation. Per boe amounts have been calculated by using the conversion ratio of six thousand cubic feet (6 Mcf) of natural gas to one barrel (1 bbl) of crude oil. The boe conversion ratio of 6 Mcf to 1 bbl is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. Given that the value ratio based on the current price of crude oil as compared to natural gas is significantly different from the energy equivalent of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value. Forward‐looking Information and Statements This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "budget", "forecast", 'guidance', "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", 'potential', "intends", "strategy" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this press release contains forward-looking information and statements pertaining to our beliefs about the regulatory approach to natural gas development in the DNS; matters relating to TEN including expectations for our business, operations and our financial position; Tenaz's capital plans and activities, and our anticipated operational and financial performance; expected well performance; optimization and development opportunities; our production and capital guidance including forecast average production volumes and capital expenditures for 2025; the ability to grow our assets domestically and internationally; and the Company's business model and strategy. The forward-looking information and statements contained in this press release and report reflect several material factors and expectations and assumptions of Tenaz including, without limitation: the continued performance of Tenaz's oil and gas properties in a manner consistent with its past experiences; that Tenaz will continue to conduct its operations in a manner consistent with past operations; expectations regarding future development; the general continuance of current industry conditions; the continuance of existing (and in certain circumstances, the implementation of proposed) tax, royalty, tariff and regulatory regimes; expectations regarding future acquisition opportunities; the continued availability of oilfield services; and the continued availability of adequate debt and equity financing and cash flow from operations to fund its planned expenditures. Tenaz believes the material factors, expectations and assumptions reflected in the forward-looking information and statements are reasonable, but no assurance can be given that these factors, expectations, and assumptions will prove to be correct. The forward-looking information and statements included in this press release are not guarantees of future performance and should not be unduly relied upon. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements including, without limitation: changes in commodity prices; changes in the demand for or supply of Tenaz's products; unanticipated operating results or production declines; changes in tax or environmental laws, royalty rates or other regulatory matters; changes in development plans of Tenaz or by third party operators of Tenaz's properties, increased debt levels or debt service requirements; inaccurate estimation of Tenaz's oil and gas reserve volumes; limited, unfavorable or a lack of access to capital markets; increased costs; a lack of adequate insurance coverage; the impact of competitors; a failure to obtain necessary approvals as proposed or at all and certain other risks detailed from time to time in Tenaz's public documents. The forward-looking information and statements contained in this press release speak only as of the date of this press release, and Tenaz does not assume any obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable laws. For further information, contact: Tenaz Energy Corp. investors@ Anthony Marino President and Chief Executive Officer Direct: 587 330 1983 Bradley Bennett Chief Financial Officer Direct: 587 330 1714 To view the source version of this press release, please visit
