Topaz Energy Corp. — Capital/Financing Update 2021

May 19, 2021

TOPAZ ENERGY CORP. Public Offering of Common Shares

Terms and Conditions

May 18, 2021

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities.

There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

	Term	s and Conditions
				May 18, 202
	ectus containing important infory authorities in each of the phat received this document and	ormation relating to the secrovinces of Canada. A copyexpressed an interest in acq	urities described in tof the preliminary shouiring the securities.	is document has not yet beenrt form prospectus is required
	y acceptance of an offer to buy	the securities until a receipt	for the final short for	m prospectus has been issued
	full disclosure of all material fm prospectus and any amendmtment decision.	acts relating to the securitiesent, for disclosure of those f	offered. Investors shoacts, especially risk fa	uld read the preliminary shorctors relating to the securities
Issuer:Prospectus Offering:Issue Price:Prospectus OfferingAmount:Over-AllotmentOption:Insider PrivatePlacement:Acquisitions:Use of Proceeds:Dividends:	Topaz Energy Corp. (“	Topaz” or the “Corpo“	ration”). ”		tt l
	12,281,000 common streasury pursuant to tNtil Itt 44	ares (Common Sharhe short form prospe101 th “Pt	es) of the Corpoctus provisions aOffi”	ration to be issued fromnd requirements under
	aona nsrumen$14.25 per Common Sh	- (erospecusare.	erng).
	$175,004,250.
	The Underwriters will	have an option to p	urchase up to an	additional 15% of the
	Common Shares issuedthe Common Share Iss	under the Prospectusue Price to cover overa	Offering (1,842,llotments, exerci	150 Common Shares) asable in whole or in par
	at any time until 30 dayIn conjunction with the	s after the Closing DatProspectus Offering, th	e.e Corporation wi	ll complete, on a private
	placement basis, a non-$14.25 per common sh	brokered offering of uare to certain sharehold	p to 211,000 comers, officers, dire	mon shares at a price ofctors, and employees of
	the Corporation (the “ Corporation to the Un	Private Placement”).derwriters if such su	No commissionbscriptions are c	will be payable by thelosed directly with the
	Corporation on or beforthe Closing Date.	e the Closing Date. The	Private Placeme	nt will close on or before
	The Corporation has einfrastructure assets lo	ntered into definitive aated in the NEBC M	greements to acqontney from Tou	uire certain royalty andrmaline Oil Corp for a
	purchase price of apAcquisition”) and roy	proximately $245 mialty assets in the Alb	llion in cash (erta Clearwater	.the “NEBC Montneyfor a purchase price of
	approximately $102 mi“Acquisitions”). The N	llion in cash (the “CleEBC Montney Acquisi	arwater Acquistion is expected t	ition”) (collectively, theo close in early July and
	the Clearwater Acquisit	ion was completed on	May 18, 2021.
	The net proceeds recePlacement will be usedth Aiiti t	ved by Topaz fromto partially fund the pud T itd	he Prospectusrchase price for tt th t	ffering and the Privatehe Acquisitions. Shouldd t fd ft
	e cqusons no pacquisitions and for gen	ocee, opaz nenseral working capital p	o use e neurposes.	rocees o un uur
	Dividends are payableThe first dividend w	on a quarterly basis.hich urchasers unde	the Prosectus	Offerin and Privat
	Placement will be entitlshareholders of record	ped to receive is expectn or about June 15 20	ped to be paid on o21.	gr about June 30, 2021 to
	Commencing with its	,third quarter 2021 d	ividend, Topaz i	s increasing its annua
	dividend 5% to $0.84 p	er share annually.

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TOPAZ ENERGY CORP. Public Offering of Common Shares

Issue Type: Bought treasury offering of Common Shares to be completed by way of short form prospectus, qualifying the Common Shares for distribution in all provinces of Canada. The Common Shares may also be placed privately in the United States with certain qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933 and with certain accredited institutional investors under Regulation D. Eligibility for The Common Shares will be eligible under the usual Canadian statutes and for Canadian Investment: RRSPs, RRIFs, DPSPs, RDSPs, TFSAs and RESPs. Listing: Topaz will apply to list the Common Shares on the Toronto Stock Exchange (“ TSX ”). Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX. Bookrunners: Peters & Co. Limited and BMO Capital Markets (the “ Lead Underwriters ”) Closing Date: Payment for and delivery of the Common Shares pursuant to the Prospectus Offering is to occur on June 8, 2021, or such date as may be agreed upon by the Corporation and the Lead Underwriters. The Private Placement will close on or before June 8, 2021.

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