TENAZ ENERGY CORP. ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

Rhea-AI Summary

Tenaz Energy Corp. (TSX: TNZ) has received TSX approval for a new Normal Course Issuer Bid (NCIB) program, running from February 14, 2025, to February 13, 2026. The company is authorized to purchase up to 2,479,403 shares, representing 9.0% of outstanding shares and 10% of the public float as of February 3, 2025.

The NCIB will be funded through current cash and future free cash flow. Daily purchases are to 15,896 shares, with shares to be purchased on open markets and subsequently cancelled. Tenaz will implement an automatic share purchase plan (ASPP) with a designated broker.

Under debt facility restrictions, share repurchases are to the greater of $5 million or 2.5% of adjusted consolidated net tangible assets. In its previous NCIB (August 2023-2024), Tenaz repurchased 842,200 shares at an average price of $3.84 per share.

Positive

• Previous NCIB successfully executed with 842,200 shares repurchased at $3.84/share
• Implementation of ASPP ensures consistent share purchases during blackout periods
• Significant buyback capacity of 2,479,403 shares (9.0% of outstanding shares)

Negative

• Debt facility restrictions limit buyback capacity
• 12% Senior Unsecured Notes due 2029 impose additional restrictions on share repurchases

CALGARY, ALBERTA--(Newsfile Corp. - February 11, 2025) - Tenaz Energy Corp. ("Tenaz", "our", "we", or the "Company") (TSX: TNZ) is pleased to announce that we have received Toronto Stock Exchange ("TSX") approval of our notice of intention to make a Normal Course Issuer Bid ("NCIB"). The NCIB will commence on February 14, 2025 and end on February 13, 2026, or such earlier date as we may determine or we may complete purchases pursuant to the NCIB. The NCIB will be funded from current cash-on-hand and future free cash flow to purchase our common shares (the "Shares") in the open market.

We have received TSX approval to purchase the maximum allowable number of Shares over the next twelve-month period, being 2,479,403 Shares representing approximately 9.0% of the issued and outstanding shares of 27,609,653 and 10% of the public float of Shares as at February 3, 2025. The actual number of Shares ultimately purchased pursuant to the NCIB will be a function of several factors including, but not limited to, the market price of the Shares, the maximum daily allowable repurchase volume under TSX rules, the commodity price and business outlook, and other factors deemed relevant by Tenaz. Purchases made pursuant to the NCIB will be made on the open market through the facilities of the TSX, other designated exchanges and (or) alternative Canadian trading systems. Shares purchased pursuant to the NCIB will be cancelled. The number of Shares that can be purchased pursuant to the NCIB is subject to a daily maximum of 15,896 Shares which is 25% of the average daily trading volume for the Shares on the TSX for the period of August 1, 2024 to January 31, 2025, subject to certain prescribed exceptions.

We will employ an automatic share purchase plan (the "ASPP") with a designated broker which will allow for continued and consistent purchases of Shares at pre-determined levels. The ASPP will allow for the purchase of Shares pursuant to the NCIB at times when Tenaz would not be active in the market due to applicable regulatory restrictions or internal trading black-out periods.

Our debt facilities impose certain restrictions on our ability to repurchase Shares. The Indenture for our Senior Unsecured Notes¹ dated November 14, 2024, pursuant to which we issued $140 million aggregate principal amount of 12% Senior Unsecured Notes due 2029, restricts the Company from purchasing Shares under the NCIB if those purchases exceed certain limits. Restricted payments under the indenture, including those under the NCIB, are limited to the greater of $5 million and 2.5% of adjusted consolidated net tangible assets. Additional restricted payments may be incurred up to an aggregate amount equal to 50% of consolidated net income from October 1, 2024.

Under its prior NCIB, which was active from August 23, 2023 to August 22, 2024, Tenaz was allowed to purchase up to 2,473,464 Shares. Tenaz repurchased a total of 842,200 Shares at a weighted average price of $3.84 per Share. Tenaz purchased all Shares in the open market through the facilities of the TSX, other designated exchanges and (or) alternative Canadian trading systems.

About Tenaz Energy Corp.

Tenaz is an energy company focused on the acquisition and sustainable development of international oil and gas assets. Tenaz has domestic operations in Canada along with offshore natural gas and midstream assets in the Netherlands. Tenaz produces crude oil and natural gas from a number of formations within the Mannville Group at Leduc-Woodbend in central Alberta. The Netherlands natural gas assets are located in the Dutch sector of the North Sea. Additional information regarding Tenaz is available on SEDAR+ and its website at www.tenazenergy.com. Tenaz's Common Shares are listed for trading on the Toronto Stock Exchange under the symbol "TNZ".

ADVISORIES

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", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "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 the NCIB and expected share buybacks thereunder and the Company's strategy.

The forward-looking information and statements contained in this press release reflect several material factors and expectations and assumptions of the Company including, without limitation: the completion of transactions as proposed from time to time, the continued performance of the Company's oil and gas properties in a manner consistent with its past experiences; that the Company will continue to conduct its operations in a manner consistent with past operations; the general continuance of current industry conditions; the continuance of existing (and in certain circumstances, the implementation of proposed) tax, royalty and regulatory regimes; the accuracy of the estimates of the Company's reserves and resource volumes; certain commodity price and other cost assumptions; 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. The Company 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: the ability to execute business plans and, or, realize anticipated benefits of acquisitions; changes in commodity prices and, or, changes in the demand for, or supply of, hydrocarbons; 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 the Company'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 the Company'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 the Company 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@tenazenergy.com

Anthony Marino
President and Chief Executive Officer
Direct: 587 330 1983

Bradley Bennett
Chief Financial Officer
Direct: 587 330 1714

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¹ Please refer to Tenaz Energy Corp.’s SEDAR+ profile for further disclosure related to the Senior Unsecured Notes.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240280

FAQ

How many shares can Tenaz Energy (TNZ) repurchase under the new NCIB program?

Tenaz Energy can repurchase up to 2,479,403 shares, representing 9.0% of outstanding shares and 10% of the public float as of February 3, 2025.

What is the daily purchase limit for Tenaz's 2025 NCIB program?

The daily purchase limit is 15,896 shares, which is 25% of the average daily trading volume for the period of August 1, 2024 to January 31, 2025.

How many shares did Tenaz repurchase under its previous NCIB program?

Under its previous NCIB (August 2023-2024), Tenaz repurchased 842,200 shares at a weighted average price of $3.84 per share.

What are the debt facility restrictions on Tenaz's 2025 NCIB program?

Share repurchases are to the greater of $5 million or 2.5% of adjusted consolidated net tangible assets, with additional restrictions based on consolidated net income.

When does Tenaz's new NCIB program start and end?

The new NCIB program runs from February 14, 2025, to February 13, 2026, unless completed earlier.