Tourmaline Oil to Acquire All Issued and Outstanding Common Crew Energy Shares

Tourmaline Oil Corp. has announced that it has signed a definitive arrangement agreement with Crew Energy Inc. ("Crew") to acquire all of Crew's issued and outstanding common shares. The transaction ("the Acquisition" or "the Arrangement") will involve the exchange of 18.778 million Tourmaline common shares and the assumption of approximately $240 million in net debt, including transaction costs, bringing the total value of the deal to approximately $1.3 billion. The Acquisition is expected to close in early October 2024, pending customary closing conditions.

The Acquisition is a key element of Tourmaline's ongoing consolidation strategy in Northeast British Columbia (NEBC), reinforcing its long-term exploration and production (EP) growth plan. This acquisition significantly enhances Tourmaline's South Montney asset base and is immediately accretive to the Company's key financial and reserve metrics, contributing over $200 million to its projected 2025 free cash flow. The Crew assets offer substantial future growth potential, and when combined with Tourmaline's extensive and well-defined Montney development inventory in British Columbia, they will support the Company's evolution into Canada’s largest and most efficient Montney producer. Currently, Tourmaline is the largest producer in Alberta's Deep Basin, and both the BC/AB Montney and Alberta Deep Basin are considered Canada's premier natural gas plays. Additionally, this Acquisition aligns with Tourmaline's ongoing expansion towards becoming a 750,000 boepd Canadian senior producer within the next five years, with further growth opportunities extending well into the next decade.

The Company intends to strategically time its major capital projects and corresponding volume growth to align with improving commodity markets while continuing to prioritize total shareholder returns. Tourmaline sees this as an ideal moment to consolidate natural gas assets ahead of the expected significant expansion in the North American LNG industry and the increasing demand for natural gas-powered electricity generation across the continent.

"Over the past 21 years, Dale and his team at Crew have built one of the premier, concentrated Montney asset bases in NEBC, with considerable potential for growth. Tourmaline's scale, execution capabilities, and ability to generate strong free cash flow throughout the commodity cycle will enable Crew shareholders to unlock the substantial embedded value more quickly," said Mike Rose, President & CEO of Tourmaline.

Tourmaline is Canada's largest and most active natural gas producer, committed to delivering the lowest-cost natural gas in North America. As an investment-grade exploration and production company, Tourmaline offers strong and predictable operational and financial performance through its development of three core areas in the Western Canadian Sedimentary Basin. With its extensive reserve base, decades-long drilling inventory, and unwavering focus on execution and cost management, alongside industry-leading environmental performance, Tourmaline is dedicated to providing shareholders with excellent returns on capital and attractive income through its base dividend and surplus free cash flow distribution strategies.