CALGARY, AB, March 4, 2024 /CNW/ - Topaz Energy Corp. (TSX: TPZ) ("Topaz" or the "Company") is pleased to provide fourth quarter and annual 2023 financial results and confirm the Company's 2024 guidance estimates.  Select financial information is outlined below and should be read in conjunction with Topaz's consolidated financial statements and related management's discussion and analysis ("MD&A") as at and for the year ended December 31, 2023, which are available on SEDAR+ at www.sedarplus.ca and on Topaz's website at www.topazenergy.ca.

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Highlights
  • Generated Q4 2023 cash flow of $72.4 million or $0.50 per diluted share (2), and free cash flow (FCF)(1) of $71.7 million or $0.49 per diluted share(2), providing an 87% FCF margin(1). During 2023, Topaz generated cash flow and FCF(1) of $286.3 million and $281.7 million, $1.97 and $1.94 on a per diluted share, respectively(1)(2), and an 88% FCF margin(1).

  • Q4 2023 royalty production averaged 19,555 boe/d(4), 5% higher than Q3 2023 and 7% higher than Q4 2022. 2023 royalty production averaged 18,853 boe/d(4), an 11% increase from 2022, and exceeded Topaz's 2023 midpoint guidance estimate by 2% despite certain production curtailments during 2023 due to wildfires.

  • During the year, operators spud 577 gross wells (21.5 net)(8) across Topaz's royalty acreage, a 2% increase from 2022, which represents approximately 14% of the 2023 total rig releases across the WCSB(10). Topaz estimates that operators invested $2.4 billion of development capital across the Company's royalty acreage in 2023.

  • Generated royalty production revenue of $64.3 million ($35.72 per boe) during Q4 2023 and $250.5 million ($36.40 per boe) during 2023 which represented 78% of Topaz's total revenue and other income.

  • Topaz's infrastructure assets contributed 22% of total revenue and other income in Q4 2023 and 2023. During Q4 2023, Topaz generated $18.5 million in processing revenue and other income, realizing 100% utilization and a 95% operating margin(1). During 2023, Topaz generated $70.9 million in processing revenue and other income (realizing 99% utilization and a 90% operating margin(1)) providing 8% revenue growth from 2022.

  • Paid a $0.31 per share dividend during Q4 2023 ($1.24 per share annualized(13)) which represents a 62% payout ratio(1) and a 6.1% trailing annualized yield to the fourth quarter average share price(11). To December 31, 2023, Topaz has paid $3.97 per share in dividends to its shareholders since the inaugural dividend during the first quarter of 2020. On March 4, 2024, Topaz's Board approved a 3.2% dividend increase and declared the 2024 first quarter dividend at $0.32 per share. This marks the Company's seventh dividend increase since inception, and 7% per share growth since the first quarter of 2023.

  • Topaz confirms its 2024 royalty production guidance at 18,800 – 19,600 boe/d(3)(4) and estimates 2024 processing revenue and other income between $69.0 and $71.0 million(3). Topaz's 2024 estimated dividend is sustainable down to low commodity prices ($0.50 per mcf natural gas and US$55.00 per bbl crude oil(4)) due to the Company's high-margin, stable infrastructure income and hedging contracts in place. Based on Topaz's 2024 midpoint royalty production estimate, 18% of natural gas is hedged at a weighted average fixed price of C$3.17 per mcf and 30% of oil and total liquids is hedged at a weighted average floor price of C$103.25 per bbl, with collar structures in place to provide upside price participation(14).

  • During 2023, Topaz allocated FCF(1) to dividend payments of $176.3 million, acquisitions of $46.4 million, and debt repayment of $63.1 million (16% net debt(1) reduction from YE 2022).

  • During 2023 Topaz generated 10% production per share growth from the prior year.  Operator-funded development across Topaz's royalty acreage added 8.7 mmboe of proved plus probable developed reserves(7) (excluding technical revisions or pricing factors), which represents 1.3 times replacement of Topaz's 6.9 mmboe of royalty reserves produced in 2023.  At December 31, 2023, the before-tax net present value of total proved plus probable developed reserves, discounted at 10%(7), was $1.5 billion, consistent with 2022 despite lower forecast commodity price assumptions.

  • Released Topaz's 2022 Sustainability Report which highlights the Company's commitment to deliver superior, sustainable investment returns to shareholders through its sustainable investment strategy and by fostering a strong and committed workforce, mitigating climate-related risk and upholding strong corporate governance and ethics.
Fourth Quarter 2023 Update

Financial Overview

  • During Q4 2023, Topaz generated $82.8 million total revenue and other income, 78% from royalty production revenue that generated a 99% operating margin(1) and 22% from its infrastructure assets that generated a 95% operating margin(1)

  • Topaz's Q4 2023 cash flow of $72.4 million ($0.50 per diluted share(2)) was 3% lower than Q3 2023 due to a 10% decrease in realized royalty production pricing offset by 3% higher processing revenue, 5% higher royalty production and 3% lower total cash costs.  During Q4 2023 Topaz generated an 87% FCF margin(1), compared to 84% during Q3 2023.

  • During the fourth quarter, Topaz paid $44.8 million in dividends, representing a 62% payout ratio(1) and generated $26.8 million of Excess FCF(1) which was allocated to acquisition growth and debt reduction.

  • Topaz exited 2023 with $342.7 million of net debt(1), $63.1 million (16%) lower than exit 2022.  As at March 4, 2024, Topaz has $650.0 million of available credit capacity(6) which provides financial flexibility for strategic growth opportunities.

Royalty Activity

  • Royalty production averaged 19,555 boe/d(4) in Q4 2023, 5% higher than Q3 2023 and 7% higher than Q4 2022. Topaz's total oil and liquids royalty production achieved another record high in Q4 2023, averaging 6,027 bbl/d and Topaz generated $64.3 million of total royalty production revenue during the quarter. The estimated gross operator production across Topaz's royalty acreage in Q4 2023 represented approximately 9% of total WCSB production(9).

  • During Q4 2023, Topaz's total realized royalty production price was $35.72 per boe. A significant portion of Topaz's production royalties receive benchmark market pricing, whereby no quality differentials, transportation or processing charges are deducted from the royalty price paid to Topaz, irrespective of actual costs incurred by the operator. During Q4 2023, Topaz's natural gas realized price was $2.28 per mcf. For heavy oil, Topaz realized $75.12 per bbl. In Q4 2023, 70% of Topaz's natural gas liquids royalty production was condensate, which attracts premium pricing and contributed to the Company's natural gas liquids realized price of $93.46 per bbl.

  • During Q4 2023, operators spud 147 gross wells (5.0 net)(8), 87 of which (2.2 net) were not yet brought on production at the end of the quarter. Inclusive of wells drilled during previous periods, 169 gross wells (5.8 net)(8) were brought on production during Q4 2023.

  • Fourth quarter drilling activity (147 gross wells spud(8)) was diversified across Topaz's portfolio as follows: 42 Clearwater, 38 NEBC Montney, 38 Deep Basin, 10 Peace River, 5 Central Alberta and 14 SE Saskatchewan/Manitoba.  In 2023, 352 of the 577 gross wells spud(8) (61%) across Topaz's royalty acreage were in the Clearwater and NEBC Montney, Topaz's high-growth areas.  Average 2023 royalty production from these two areas has increased 20% relative to 2022.

  • Based on planned operator drilling activity, Topaz expects that the current 24 to 28 active drilling rigs on its royalty acreage will be maintained through the first quarter of 2024(3).

Infrastructure Activity

  • During Q4 2023, Topaz generated $18.5 million in processing revenue and other income which was 2% higher than Q3 2023.  In Q4 2023, Topaz incurred $1.0 million in operating expenses resulting in a 95% operating margin(1).  During the quarter, the infrastructure assets generated 100% utilization and Topaz incurred $0.1 million in maintenance-related capital expenditures (before capitalized G&A). 

Acquisition Activity

  • As previously announced, Topaz entered into definitive agreements during Q4 2023 for a $26.3 million investment with a Canadian energy producer, for a new 7% gross overriding royalty and supporting capital commitment, on approximately 20,000 gross acres in the West Nipisi area ("New Clearwater Royalty Lands"); and a 99% working interest in a planned natural gas gathering system that is supported by a long-term fixed take-or-pay and cumulative volume commitment ("Clearwater Natural Gas Gathering Infrastructure"). The operator is currently drilling the commitment well on the New Clearwater Royalty Lands, and construction is underway on the new Clearwater Natural Gas Gathering Infrastructure which is expected to be completed late 2024(16). The Clearwater Natural Gas Gathering Infrastructure is designed to conserve natural gas across Topaz's existing West Marten Hills royalty acreage and is expected to increase Topaz's existing royalty production revenue up to $0.5 million in 2025, meaningfully reduce CO2 emissions in the area, and generate approximately $3.7 million in infrastructure processing revenue for Topaz in 2025(3)(16).

  • During the fourth quarter, Topaz invested $2.5 million for its working interest share of costs invested to expand the Glacier facility which increased Topaz's natural gas processing capacity and provides incremental fixed take-or-pay fees to Topaz.

Dividend

  • Topaz's Board has declared the first quarter 2024 dividend at $0.32 per share which is expected to be paid on March 28, 2024, to shareholders of record on March 15, 2024. The quarterly cash dividend is designated as an "eligible dividend" for Canadian income tax purposes and the annualized dividend of $1.28 per share(13) provides a 6.4% yield to Topaz's current share price(12).
Guidance Outlook

2024 Guidance Estimates Confirmed

  • Topaz confirms the Company's previously announced 2024 guidance estimates, including average annual royalty production of 18,800 – 19,600 boe/d(3)(4) and processing revenue and other income between $69.0 and $71.0 million(3). Topaz's royalty production guidance anticipates operator-funded capital development between $2.2 billion and $2.8 billion and incorporates the impact of a contractually scheduled royalty rate change from 4% to 3%, effective January 1, 2024, on approximately 300 MMcf/d of gross natural gas production (approximately 500 boe/d to Topaz)(15ii).

  • For 2024, the royalty production guidance range purposefully remains flexible and allows for operators to adjust capital spending in response to near-term supply/demand and resulting commodity price factors in the WCSB. Topaz's asset portfolio is diversified amongst oil and liquids-rich, natural gas-focused plays and is concentrated on the most commodity price-resilient activity areas due in part to strategic partners' infrastructure assets and low-cost structures, which further supports Topaz's guidance estimates. Based on current commodity pricing(5), Topaz expects to exit 2024 with net debt(1) between $245.0 and $255.0 million, before consideration of incremental acquisitions or the Clearwater Natural Gas Gathering Infrastructure.

2024 Guidance Estimates(3)(15)

$mm except boe/d

Annual average royalty production (boe/d)(4)

18,800 – 19,600

Royalty production natural gas weighting (%)(4)

~70%

Infrastructure processing revenue and other income

$69.0 - $71.0mm

Capital expenditures (excluding acquisitions)

$4.0 – $5.0mm

Dividend ($1.28 per share)(13)

~$185.4mm

Dividend payout ratio(1)

~65%

YE 2024 net debt(1)

$245.0 – $255.0mm

YE 2024 net debt to EBITDA(1)

~0.8x

Dividend Sustainability and Capital Allocation 

  • Topaz's 2024 estimated dividend is sustainable down to low commodity prices (C$0.50/mcf AECO and US$55 WTI(3)). The reliability of the dividend is attributable to: (i) high-margin, stable infrastructure revenue which represents approximately 38% of the 2024e dividend; (ii) hedging and natural gas price diversification strategy including financial derivative contracts in place that provide a fixed price of C$3.17 per mcf for 18%(14) of natural gas, 7%(14) of Topaz's natural gas diversified to NYMEX pricing at an AECO basis differential of US$0.42 per mmbtu, and average crude oil floor pricing of C$103.25 per bbl for 30%(14) of total liquids; (iii) the quality and financial strength of Topaz's asset portfolio and strategic partners which mitigates risk of reduced development activity; and (iv) the Company's diversified commodity mix (69% natural gas and 31% total liquids) and resulting royalty revenue composition (approximately 35% natural gas and 65% total liquids(3)(5)).

  • Topaz's estimated 2024 dividend payout ratio of 65%(3)(15) remains at the lower end of the Company's targeted long-term payout of 60-90% to maintain financial flexibility for acquisition growth opportunities. Topaz's strategy is to continue to provide further dividend increases alongside sustainable organic and acquisition growth.

  • Topaz estimates its year-end 2024 net debt to EBITDA(1) will be approximately 0.8 times(3)(15) before consideration of acquisition activity, or 0.9 times(3)(15) following the commissioning and estimated costs attributed to the Clearwater Natural Gas Gathering Infrastructure(16). The Company has a $700 million covenant-based unsecured credit facility, expandable to $1.0 billion, which provides financial flexibility and growth optionality(6).
Additional information

Additional information about Topaz, including the consolidated financial statements and management's discussion and analysis as at and for the three and twelve months ended December 31, 2023 are available on SEDAR+ at www.sedarplus.ca under the Company's profile, and on Topaz's website, www.topazenergy.ca.

Q4 2023 CONFERENCE CALL

Topaz will host a conference call tomorrow, Tuesday, March 5, 2024 starting at 9:00 a.m. MST (11:00 a.m. EST). To join the conference call without operator assistance, participants can register and enter their phone number at https://emportal.ink/4aRnNuJ to receive an instant automated call back. Alternatively, participants can join by calling a live operator at 416-764-8659 or 1-888-664-6392 (North American toll free).  The conference call ID is 66142057.

2024 ANNUAL MEETING

Topaz will host its annual shareholder meeting on Thursday, May 2, 2024 starting at 9:00 a.m. MST (11:00 a.m. EST) in the Forester Room at the Calgary Petroleum Club. If you are a shareholder on record of Topaz common shares at the close of business on April 18, 2024, you are entitled to receive notice of, participate in, and vote at this meeting. We encourage you to vote your common shares and participate in the meeting. 

ABOUT THE COMPANY

Topaz is a unique royalty and infrastructure energy company focused on generating free cash flow growth and paying reliable and sustainable dividends to its shareholders, through its strategic relationship with Canada's largest and most active natural gas producer, Tourmaline Oil Corp. ("Tourmaline"), an investment-grade senior Canadian E&P company, and leveraging industry relationships to execute complementary acquisitions from other high-quality energy companies, while maintaining its commitment to environmental, social and governance best practices. Topaz focuses on top-quartile energy resources and assets best positioned to attract capital in order to generate sustainable long-term growth and profitability.

The Topaz royalty and energy infrastructure revenue streams are generated primarily from assets operated by natural gas producers with some of the lowest greenhouse gas emissions intensity in the Canadian senior upstream sector, including Tourmaline, which has received awards for environmental sustainability and conservation efforts. Certain of these producers have set long-term emissions reduction targets and continue to invest in technology to improve environmental sustainability.

Topaz's common shares are listed and posted for trading on the TSX under the trading symbol "TPZ" and it is included in the S&P/TSX Composite Index. This is the headline index for Canada and is the principal benchmark measure for the Canadian equity markets, represented by the largest companies on the TSX.

For further information, please visit the Company's website at  www.topazenergy.ca.  Topaz's SEDAR+ filings are available at www.sedarplus.ca.

Selected Financial Information

 For the periods ended
($000s) except per share

2023

2022

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Q4 2022

   Royalty production revenue

250,488

303,811

64,268

67,629

57,667

60,924

77,809

   Processing revenue

56,203

52,924

14,854

14,381

13,397

13,571

13,841

   Other income(4)

14,724

12,912

3,656

3,762

3,616

3,690

3,993

Total

321,415

369,647

82,778

85,772

74,680

78,185

95,643

Cash expenses:








   Operating

(6,896)

(6,374)

(979)

(955)

(3,022)

(1,940)

(1,785)

   Marketing

(1,468)

(2,034)

(384)

(400)

(315)

(369)

(486)

   General and administrative

(6,910)

(6,440)

(2,028)

(1,490)

(1,823)

(1,569)

(1,828)

   Realized gain (loss) on financial instruments

9,261

(7,435)

281

(761)

4,945

4,796

1,614

   Interest expense

(29,099)

(13,601)

(7,279)

(7,495)

(6,987)

(7,338)

(6,885)

Cash flow

286,303

333,763

72,389

74,671

67,478

71,765

86,273

Per basic share(1)(2)

$1.98

$2.34

$0.50

$0.52

$0.47

$0.50

$0.60

Per diluted share(1)(2)

$1.97

$2.33

$0.50

$0.52

$0.47

$0.50

$0.60

Cash from operating activities

300,576

317,878

76,423

65,190

73,304

85,659

69,214

     Per basic share(1)(2)

$2.08

$2.23

$0.53

$0.45

$0.51

$0.59

$0.48

     Per diluted share(1)(2)

$2.07

$2.22

$0.53

$0.45

$0.51

$0.59

$0.48

Net income

47,644

99,355

19,635

10,750

9,366

7,893

19,094

     Per basic share(2)

$0.33

$0.70

$0.14

$0.07

$0.06

$0.05

$0.13

     Per diluted share(2)

$0.33

$0.69

$0.13

$0.07

$0.06

$0.05

$0.13

EBITDA(7)

314,811

347,027

79,552

81,996

74,316

78,947

93,006

     Per basic share(1)(2)

$2.18

$2.43

$0.55

$0.57

$0.51

$0.55

$0.65

     Per diluted share(1)(2)

$2.17

$2.42

$0.55

$0.57

$0.51

$0.54

$0.64

FCF(1)

281,735

329,925

71,676

72,390

66,379

71,290

85,018

     Per basic share(1)(2)

$1.95

$2.31

$0.50

$0.50

$0.46

$0.49

$0.59

     Per diluted share(1)(2)

$1.94

$2.30

$0.49

$0.50

$0.46

$0.49

$0.59

     FCF margin(1)

88 %

89 %

87 %

84 %

89 %

91 %

89 %

Dividends paid

176,316

157,288

44,847

44,805

43,355

43,309

43,244

     Per share(1)(6)

$1.22

$1.10

$0.31

$0.31

$0.30

$0.30

$0.30

     Payout ratio(1)

62 %

47 %

62 %

60 %

64 %

60 %

50 %

Excess FCF(1)

105,419

172,637

26,829

27,585

23,024

27,981

41,774

Capital expenditures

4,568

3,838

713

2,281

1,099

475

1,255

Work in progress capital costs

3,581

        ─

3,581

           ─

          ─

          ─

          ─

Acquisitions, excl. decommissioning obligations(1)

46,392

435,639

6,404

39,505

447

36

7,538

Weighted average shares – basic(3)

144,493

142,546

144,657

144,535

144,438

144,336

144,153

Weighted average shares – diluted(3)

145,370

143,302

145,536

145,114

144,990

144,943

144,976

Average Royalty Production(5)








   Natural gas (mcf/d)

79,220

76,318

81,163

77,291

77,564

80,880

77,770

   Light and medium crude oil (bbl/d)

1,727

1,519

1,790

1,674

1,717

1,727

1,704

   Heavy crude oil (bbl/d)

2,740

1,549

3,016

2,861

2,582

2,496

2,512

   Natural gas liquids (bbl/d)

1,181

1,125

1,221

1,140

1,185

1,179

1,170

Total (boe/d)

18,853

16,914

19,555

18,556

18,411

18,884

18,349

Total royalty production (% total liquids)

30 %

25 %

31 %

31 %

30 %

29 %

29 %

Natural gas liquids (% condensate)

71 %

74 %

70 %

75 %

67 %

71 %

73 %

Realized Commodity Prices(5)








   Natural gas ($/mcf)

$2.61

$5.21

$2.28

$2.53

$2.38

$3.23

$4.77

   Light and medium crude oil ($/bbl)

$94.55

$112.33

$96.51

$103.58

$90.61

$87.50

$100.67

   Heavy crude oil ($/bbl)

$75.55

$89.87

$75.12

$89.78

$73.87

$61.15

$72.33

   Natural gas liquids ($/bbl)

$92.66

$110.91

$93.46

$95.95

$86.73

$94.58

$104.18

Total ($/boe)

$36.40

$49.21

$35.72

$39.61

$34.42

$35.85

$46.09

Benchmark Pricing








Natural Gas








   AECO 5A (CAD$/mcf)

$2.64

$5.31

$2.30

$2.60

$2.45

$3.23

$5.11

   AECO 7A (CAD$/mcf)

$2.93

$5.56

$2.66

$2.30

$2.34

$4.35

$5.58

   Westcoast station 2 (CAD$/mcf)

$2.26

$4.46

$2.05

$2.19

$1.89

$2.90

$3.22

Crude Oil, Heavy Oil and Natural Gas Liquids








   NYMEX WTI (USD$/bbl)

$77.62

$94.23

$78.32

$82.18

$73.75

$76.11

$82.64

   Edmonton Par (CAD$/bbl)

$100.83

$120.29

$99.97

$108.16

$95.52

$99.55

$110.32

   WCS differential (USD$/bbl)

$18.85

$18.23

$21.97

$12.91

$15.07

$25.41

$25.63

   Edmonton Condensate (CAD$/bbl)

$101.62

$120.36

$102.05

$103.51

$95.61

$105.13

$111.41

CAD$/USD$

$0.7411

$0.7689

$0.7344

$0.7459

$0.7446

$0.7396

$0.7365

Selected statement of financial position results
($000s) except share amounts


At Dec.  
31, 2023  

At Sept. 30,  
2023  

At Jun.  
30, 2023  

At Mar.  
31, 2023  

At Dec.  
   31, 2022  

Total assets



1,647,147

1,691,150

1,700,893

1,766,639

1,835,732

Working capital



53,295

47,129

43,898

52,940

64,948

Adjusted working capital(1)



48,900

48,475

42,159

49,822

58,713

Net debt (cash)(1)



342,738

363,206

352,393

376,487

405,871

Common shares outstanding(3)



144,741

144,636

144,522

144,364

144,211

(1)

Refer to "Non-GAAP and Other Financial Measures".

(2)

Calculated using basic or diluted weighted average shares outstanding during the period.

(3)

Shown in thousand shares outstanding.

(4)

Includes interest income: 2023 - $0.6 million; Q4 2023 - $0.1 million; Q3 2023 - $0.2 million; Q2 2023 – $0.1 million; Q1 2023 - $0.2 million; Q4 2022 - $0.2 million. 

(5)

Refer to "Supplemental Information Regarding Product Types."

(6)

Cumulative dividend paid per outstanding shares on quarterly dividend dates. 

(7)

Defined term under the Company's Syndicated Credit Facility.

NOTE REFERENCES

This news release refers to financial reporting periods in abbreviated form as follows: "Q4 2023" refers to the three months ended December 31, 2023; "Q3 2023" refers to the three months ended September 30, 2023; "Q4 2022" refers to the three months ended December 31, 2022; "2023" refers to the year ended December 31, 2023; and "2022" refers to the year ended December 31, 2022.  In addition, "2024e" refers to estimated amounts or results for the year ending December 31, 2024.

1.

See "Non-GAAP and Other Financial Measures".

2.

Calculated using the weighted average number of diluted common shares outstanding during the respective period. 

3.

See "Forward-Looking Statements".

4.

See "Supplemental Information Regarding Product Types".

5.

Estimated based on a recent commodity price forecast for 2024:  C$2.20 per mcf natural gas; US$75.28 per bbl crude oil.

6.

Topaz's $700 million credit facility includes a $300 million accordion feature (for a total $1.0 billion facility) that may be advanced by Topaz but remains subject to agent consent.  At March 4, 2024 Topaz had $350.0 million drawn against the credit facility, providing up to $650.0 million available subject to agent consent.

7.

As a royalty entity not responsible for capital development, Topaz's recorded reserves are limited to proved producing, proved non-producing and probable developed properties and do not include any future development capital attributed to undeveloped royalty acreage. Topaz's 2023 production replacement was calculated as the sum of 2023 extensions of 8,504 Mboe plus improved recovery of 188 Mboe, divided by 2023 production of 6,881 Mboe resulting in 2023 production replacement of 1.3 times.  Based on Topaz's December 31, 2023 external independent reserve report, refer to Topaz's 2023 Annual Information Form available on SEDAR+ for additional information.

8.

May include non-producing injection wells.

9.

Estimated total operator working interest average production across Topaz royalty acreage Q4 2023 (~0.68 MMboepd) as a percentage of total estimated WCSB average production Q4 2023 of 8.0MMboepd (Source: Canada Energy Regulator).

10.

2023 gross wells spud across Topaz royalty acreage (577) as a percentage of the total wells rig released across the WCSB during 2023 of 4,262 (excluding oil sands/in situ) (Source: Rig Locator, geoSCOUT and Peters & Co. Limited).

11.

Calculated based on Topaz's average share price on the TSX during the fourth quarter of 2023 of $20.28.

12.

Calculated based on Topaz's closing share price on the TSX on February 29, 2024 of $20.04.

13.

Topaz's dividends remain subject to board of director approval.

14.

Refer to Topaz's most recently filed MD&A for a complete listing of financial derivative contracts in place.  Coverage estimates are calculated based on the midpoint of Topaz's 2024 royalty production guidance estimate.

15.

Management's assumptions underlying the Company's 2024 guidance estimates include:


i.

Being subject to any significant, potential changes to the Company's key operators' 2024 capital budgets and/or operational, weather or wildfire-related issues that may impact 2024 estimated production;


ii.

Royalty rate changes were incorporated into the underwritten valuation of certain natural gas acquisitions and the royalty rate change on January 1, 2024 represents the final contractually scheduled change;


iii.

Topaz's internal estimates regarding development pace and production performance including estimates of operators' 2024 capital development plans including capital allocated to waterflood and other long-term value-enhancing projects and excluding exploration spending; all of which being subject to key operators' revisions to 2024 capital budgets and/or operational, weather or wildfire-related issues that may impact 2024 production;


iv.

Management's estimates for fixed and variable processing fees based on 95% utilization, third party income, and infrastructure utilization and cost estimates based on historic information and adjusted for inflation;


v.

No acquisition activity. The Clearwater Natural Gas Gathering Infrastructure acquisition is expected to be effective in fiscal 2025 and will be incorporated into 2024 guidance estimates, if applicable, once final capital costs and processing fees are determined, and once the pipeline is commissioned;


vi. 

Estimated 2024e expenses and expenditures of $7.0-$8.0mm of cash G&A; $8.0-$9.0mm of operating expenses; $4.0-$5.0mm capital expenditures (excluding acquisitions); 1% marketing fee on certain royalty production; estimated annual borrowing and standby interest costs at a rate of 8%;


vii.  

2024 estimated total dividends of $185.4 million based on 144.8 million shares outstanding at March 4, 2024 ($1.28 per share);


viii.

Topaz's outstanding financial derivative contracts included in its most recently filed MD&A; and


ix.

Topaz's sensitivity to 2024 inherent revenue estimates are as follows:



1.

C$0.50/mcf change in natural gas price +/- $14.2mm;



2.

US$2.00/bbl change in crude oil price +/- $5.3mm;



3.

1% annual average royalty production change +/- $2.5mm;



4.

1% change in CAD/USD foreign exchange +/- $1.7mm; and



5.

US$1.0/bbl change in WCS differential +/- $1.5mm.

16.

For accounting purposes, and as owner of the Clearwater Natural Gas Gathering Infrastructure, Topaz records the construction costs as they are incurred by the operator, however all funding is contractually deferred until final commissioning of the pipeline, which is targeted for completion late 2024.  Topaz has recorded the amount incurred to date as a deferred payable on its balance sheet.  The Clearwater Natural Gas Gathering Infrastructure is expected to cost up to $25.0 million, with the infrastructure processing revenue to Topaz to be adjusted according to final construction costs.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") that relate to the Company's current expectations and views of future events. These forward-looking statements relate to future events or the Company's future performance. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. In particular and without limitation, this news release contains forward-looking statements pertaining to the following: the anticipated funding and timing of the funding of the Clearwater Natural Gas Gathering Infrastructure and the benefits of such infrastructure including anticipated increases to existing royalty production and infrastructure processing revenue; anticipated royalty production revenue from the New Clearwater Royalty Lands; Topaz's future growth outlook, guidance and strategic plans; estimated annual average royalty production for 2024; estimated processing revenue and other income for 2024; anticipated exit 2024 net debt levels and 2024 net debt to EBITDA levels; dividend amounts, dividend increases (including the intention to increase dividends) and the estimated dividend payout ratio; the sustainability of the dividend and the rationale for such sustainability; the maintenance of financial flexibility for strategic growth opportunities; the anticipated capital expenditure and drilling plans; the number of drilling rigs to be active on Topaz's royalty acreage during the first quarter of 2024; the future declaration and payment of dividends and the timing and amount thereof; the costs and completion timing with respect to the Clearwater Natural Gas Gathering System; the forecasts described under the headings "Fourth Quarter 2023 Update" (including under the sub-heading "Dividend") and "Guidance Outlook" and the assumptions and estimates described under the heading "Note References" above; expected benefits from acquisitions including enhancing Topaz's future growth outlook and the plans to maintain a low payout ratio in order to retain Excess FCF for self-funded M&A growth and further dividend increases; and the Company's business as described under the heading "About the Company" above.

Forward‐looking statements are based on a number of assumptions including those highlighted in this news release including future commodity prices, capital expenditures, infrastructure ownership capacity utilization and operator development plans, and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward‐looking statements.

Such risks and uncertainties include, but are not limited to, the failure to complete acquisitions on the terms or on the timing announced or at all and the failure to realize some or all of the anticipated benefits of acquisitions including estimated royalty production, royalty production revenue and FCF per share growth, and the factors discussed in the Company's recently filed Management's Discussion and Analysis (See "Forward-Looking Statements" therein), 2023 Annual Information Form (See "Risk Factors" and "Forward-Looking Statements" therein) and other reports on file with applicable securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) or Topaz's website (www.topazenergy.ca).

Statements relating to "reserves" are also deemed to be forward looking statements, as they involve the implied assessment, based on certain estimates and assumptions, that the reserves described exist in the quantities predicted or estimated and that the reserves can be profitably produced in the future.

Without limitation of the foregoing, future dividend payments, if any, and the level thereof is uncertain, as the Company's dividend policy and the funds available for the payment of dividends from time to time is dependent upon, among other things, FCF, financial requirements  for the Company's operations and the execution of its growth strategy, fluctuations in working capital and the timing and amount of capital expenditures, debt service requirements and other factors  beyond the Company's control. Further, the ability of Topaz to pay dividends will be subject to applicable laws (including the satisfaction of the solvency test contained in applicable corporate legislation) and contractual restrictions contained in the instruments governing its indebtedness, including its credit facility.

Topaz does not undertake any obligation to update such forward‐looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

FINANCIAL OUTLOOK

Also included in this news release are estimates of the average royalty production range and processing revenue and other income range for the year ending December 31, 2024 and range of year-end exit net debt and net debt to EBITDA for 2024, which are based on, among other things, the various assumptions as to production levels and capital expenditures and other assumptions disclosed in this news release including under the heading "Guidance Outlook" and "Note References" above and are based on the following key assumptions: Topaz's estimated capital expenditures (excluding acquisitions) of $4 to $5 million in 2024; the working interest owners' anticipated 2024 capital plans attributable to Topaz's undeveloped royalty lands; estimated average annual royalty production range of 18,800 to 19,600 boe/d in 2024; 2024 average infrastructure ownership capacity utilization of 95%; estimated timing of completion and commissioning of the Clearwater Natural Gas Gathering System on or before December 31, 2024; December 31, 2024 exit net debt range between $245 and $255 million, 2024 average commodity prices of: $2.20/mcf (AECO 5A), US$75.28/bbl (NYMEX WTI), US$14.00/bbl (WCS oil differential), US$4.35/bbl (MSW oil differential) and US$/CAD$ foreign exchange 0.74. 

To the extent such estimates constitute financial outlooks, they were approved by management and the board of directors of Topaz on March 4, 2024 and are included to provide readers with an understanding of the estimated revenue, net debt and the other metrics described above for the year ending December 31, 2024 based on the assumptions described herein and readers are cautioned that the information may not be appropriate for other purposes.

NON-GAAP AND OTHER FINANCIAL MEASURES

Certain financial terms and measures contained in this news release are "specified financial measures" (as such term is defined in National Instrument 52-112 - Non-GAAP and Other Financial Measures Disclosure ("NI 52-112")). The specified financial measures referred to in this news release are comprised of "non-GAAP financial measures", "capital management measures" and "supplementary financial measures" (as such terms are defined in NI 52-112). These measures are defined, qualified, and where required, reconciled with the nearest GAAP measure below.

Non-GAAP Measures and Ratios
The non-GAAP financial measure used herein does not have a standardized meaning prescribed by GAAP. Accordingly, the Company's use of this term may not be comparable to similarly defined measures presented by other companies. Investors are cautioned that the non-GAAP financial measure should not be considered in isolation nor as an alternative to net income (loss) or other financial information determined in accordance with GAAP, as an indication of the Company's performance.

Non-GAAP Financial Measures 
This news release makes reference to the terms "acquisitions, excluding decommissioning obligations" and "operating margin", which are considered non-GAAP financial measures under NI 52-112; defined as a financial measure disclosed by an issuer that depicts the historical or expected future financial performance, financial position, or cash flow of an entity, and is not disclosed in the financial statements of the issuer.

Other Financial Measures
Capital management measures
Capital management measures are defined as financial measures disclosed by an issuer that are intended to enable an individual to evaluate the entity's objectives, policies and processes for managing the entity's capital, are not a component of a line item or a line item on the primary financial statements, and which are disclosed in the notes to the financial statements. The Company's capital management measures disclosed in the Company's consolidated financial statements as at and for the year ended December 31, 2023 include adjusted working capital, net debt (cash), free cash flow (FCF) and Excess FCF.

Supplementary financial measures
This news release makes reference to the terms "cash flow per basic or diluted share", "FCF per basic or diluted share", "EBITDA per basic or diluted share", "FCF margin", "operating margin percentage" and "payout ratio" which are all considered supplementary financial measures under NI 52-112; defined as a financial measure disclosed by an issuer that is, or is intended to be, disclosed on a periodic basis to depict the historical or expected future financial performance, financial position or cash flow of an entity, is not disclosed in the financial statements of the issuer, and is not a non-GAAP financial measure or non-GAAP financial ratio.

The following terms are financial measures as defined under the Company's Syndicated Credit Facility, presented in the Company's consolidated financial statements as at and for the year ended December 31, 2023: (i) consolidated senior debt, (ii) total debt, (iii) EBITDA and (iv) capitalization.

Cash flow, FCF, FCF margin, and Excess FCF
Management uses cash flow, FCF, FCF margin and Excess FCF for its own performance measures and to provide investors with a measurement of the Company's efficiency and its ability to generate the cash necessary to fund or increase dividends, fund future growth opportunities and/or to repay debt; and furthermore, uses per share metrics to provide investors with a measure of the proportion attributable to the basic or diluted weighted average common shares outstanding.

Cash flow is a GAAP measure which is derived of cash from operating activities excluding the change in non-cash working capital and is presented in the consolidated statements of cash flows.  FCF is a capital management measure presented in the notes to the consolidated financial statements and is defined as cash flow, less capital expenditures.  The supplementary financial measure "FCF margin", is defined as FCF divided by total revenue and other income (expressed as a percentage of total revenue and other income).  The capital management measure "Excess FCF", is defined as FCF less dividends paid.  The supplementary financial measures "cash flow per basic or diluted share" and "FCF per basic or diluted share" are calculated by dividing cash flow and FCF, respectively, by the basic or diluted weighted average common shares outstanding during the period.

A summary of the reconciliation from cash from operating activities (per the consolidated statements of cash flows) to cash flow (per the consolidated statements of cash flows), cash flow per basic or diluted share, FCF, Excess FCF, FCF per basic or diluted share and FCF margin is set forth below:


Three months ended

Year ended

($000s)

Dec. 31, 2023  

Dec. 31, 2022  

Dec. 31, 2023  

Dec. 31, 2022  

Cash from operating activities

76,423

69,214

300,576

317,878

Exclude (include) net change in non-cash working capital

4,034

(17,059)

14,273

(15,885)

Cash flow

72,389

86,273

286,303

333,763

Less: Capital expenditures

713

1,255

4,568

3,838

FCF

71,676

85,018

281,735

329,925

Less: dividends paid

44,847

43,244

176,316

157,288

Excess FCF

26,829

41,774

105,419

172,637






Cash flow per basic share(1)

$0.50

$0.60

$1.98

$2.34

Cash flow per diluted share(1)

$0.50

$0.60

$1.97

$2.33

FCF per basic share(1)

$0.50

$0.59

$1.95

$2.31

FCF per diluted share(1)

$0.49

$0.59

$1.94

$2.30






FCF

71,676

85,018

281,735

329,925

Total revenue and other income

82,778

95,643

321,415

369,647

FCF Margin

87 %

89 %

88 %

89 %

(1)

As noted, calculated using the basic or diluted weighted average number of shares outstanding during the respective periods.

Operating margin and operating margin percentage
Operating margin (infrastructure assets) is a non-GAAP financial measure derived from processing revenue and other income, less operating expenses. Operating margin percentage (infrastructure assets) is a supplemental financial measure, calculated as operating margin (infrastructure assets), expressed as a percentage of total processing revenue and other income. Operating margin (royalty assets) is a non-GAAP financial measure derived from royalty production revenue, less marketing expenses. Operating margin percentage (royalty assets) is a supplemental financial measure, calculated as operating margin (royalty assets), expressed as a percentage of total royalty production revenue. Operating margin and operating margin percentage are used by management to analyze the profitability of its infrastructure assets and royalty assets.  A summary of the reconciliation of operating margin and operating margin percentage is set forth below:

Operating margin and operating margin percentage (infrastructure assets)


Three months ended

Year ended

($000s, unless otherwise specified)

Dec. 31, 2023  

Dec. 31, 2022  

Dec. 31, 2023  

Dec. 31, 2022  

Processing revenue

14,854

13,841

56,203

52,924

Other income

3,656

3,993

14,724

12,912

Total Processing revenue and other income

18,510

17,834

70,927

65,836

Operating Expenses

979

1,785

6,896

6,374

Operating Margin (infrastructure assets)

17,531

16,049

64,031

59,462

Operating Margin % (infrastructure assets)

95 %

90 %

90 %

90 %

Operating margin and operating margin percentage (royalty assets)


Three months ended

Year ended

($000s, unless otherwise specified)

Dec. 31, 2023  

Dec. 31, 2022  

Dec. 31, 2023  

Dec. 31, 2022  

Royalty production revenue

64,268

77,809

250,488

303,811

Marketing expenses

384

486

1,468

2,034

Operating Margin (royalty assets)

63,884

77,323

249,020

301,777

Operating Margin % (royalty assets)

99 %

99 %

99 %

99 %

Adjusted working capital and net debt (cash)
Management uses the terms "adjusted working capital" and "net debt (cash)" to measure the Company's liquidity position and capital flexibility, as such these terms are considered capital management measures. "Adjusted working capital" is calculated as current assets less current liabilities, adjusted for financial instruments and work in progress capital costs.  "Net debt (cash)" is calculated as total debt outstanding less adjusted working capital.

A summary of the reconciliation from working capital, to adjusted working capital and net debt (cash) is set forth below:

($000s)

As at
Dec. 31, 2023 

As at
Dec. 31, 2022

Working capital

53,295

64,948

Exclude fair value of financial instruments

7,976

6,235

Exclude work in progress capital costs

(3,581)

Adjusted working capital

48,900

58,713

Less: bank debt

391,638

464,584

Net Debt

342,738

405,871

EBITDA and EBITDA per basic or diluted share
EBITDA, as defined under the Company's Syndicated Credit Facility and disclosed in note 9 of the Company's consolidated financial statements as at and for the year ended December 31, 2023, is considered by the Company as a capital management measure which is used to evaluate the Company's operating performance, and provides investors with a measurement of the Company's cash generated from its operations, before consideration of interest income or expense.  "EBITDA" is calculated as consolidated net income or loss from continuing operations, excluding extraordinary items, plus interest expense, income taxes, and adjusted for non-cash items and gains or losses on dispositions.

EBITDA per basic or diluted share is a supplementary financial measure that is calculated by dividing EBITDA by the basic or diluted weighted average common shares outstanding during the period and provides investors with a measure of the proportion of EBITDA attributed to the basic or diluted weighted average common shares outstanding.

A summary of the reconciliation of net income (per the consolidated statements of net income and comprehensive income), to EBITDA, is set forth below:


Three months ended

Year ended

($000s)

Dec. 31, 2023 

Dec. 31, 2022 

Dec. 31, 2023 

Dec. 31, 2022

Net income

19,635

19,094

47,644

99,355

Unrealized gain on financial instruments

(11,308)

(3,747)

(4,067)

(5,689)

Share-based compensation

2,415

787

3,201

1,482

Finance expense

7,491

7,073

29,943

14,298

Depletion and depreciation

50,932

62,303

217,391

209,456

Deferred income tax expense

10,503

7,648

21,290

28,462

Less: interest income

(116)

(152)

(591)

(337)

EBITDA

79,552

93,006

314,811

347,027

EBITDA per basic share ($/share)

$0.55

$0.65

$2.18

$2.43

EBITDA per diluted share ($/share)

$0.55

$0.64

$2.17

$2.42

 (1)

As noted, calculated using the basic or diluted weighted average number of shares outstanding during the respective periods.

Payout ratio
"Payout ratio", a supplementary financial measure, represents dividends paid, expressed as a percentage of cash flow and provides investors with a measure of the percentage of cash flow that was used during the period to fund dividend payments. Payout ratio is calculated as cash flow divided by dividends paid.

A summary of the reconciliation from cash flow to payout ratio is set forth below:


Three months ended

Year ended


Dec. 31, 2023  

Dec. 31, 2022  

Dec. 31, 2023  

Dec. 31, 2022  

Cash flow ($000s)

72,389

86,273

286,303

333,763

Dividends ($000s)

44,847

43,244

176,316

157,288

Payout Ratio (%)

62 %

50 %

62 %

47 %

Acquisitions, excluding decommissioning obligations
"Acquisitions, excluding decommissioning obligations", is considered a non-GAAP financial measure, and is calculated as: acquisitions (per the consolidated statements of cash flows) plus non-cash acquisitions but excluding non-cash decommissioning obligations.

A summary of the reconciliation from acquisitions (per the consolidated statements of cash flow) to acquisitions, excluding decommissioning obligations is set forth below:


Three months ended

Year ended

($000s)

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2023

Dec. 31, 2022

Acquisitions (consolidated statements of cash flows)

6,404

7,538

46,392

350,854

Non-Cash acquisitions

84,785

Acquisitions (excluding non-cash decommissioning obligations)

6,404

7,538

46,392

435,639

BOE EQUIVALENCY

Per barrel of oil equivalent amounts have been calculated using a conversion rate of six thousand cubic feet of natural gas to one barrel of oil equivalent (6:1).  Barrel of oil equivalents (boe) may be misleading, particularly if used in isolation.  A boe conversion ratio of 6 mcf: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.  In addition, as the value ratio between natural gas and crude oil based on the current prices of natural gas and crude oil is significantly different from the energy equivalency of 6:1, utilizing a conversion on a 6:1 basis may be misleading as an indication of value.

OIL AND GAS METRICS

This news release contains certain oil and gas metrics which do not have standardized meanings or standard methods of calculation and therefore such measures may not be comparable to similar measures used by other companies and should not be used to make comparisons. Such metrics have been included in this news release to provide readers with additional measures to evaluate the Company's performance; however, such measures are not reliable indicators of the Company's future performance and future performance may not compare to the Company's performance in previous periods and therefore such metrics should not be unduly relied upon.

INFORMATION REGARDING PUBLIC ISSUER COUNTERPARTIES

Certain information contained in this news release relating to the Company's public issuer counterparties which include Tourmaline and others, and the nature of their respective businesses is taken from and based solely upon information published by such issuers. The Company has not independently verified the accuracy or completeness of any such information.

CREDIT RATINGS

This news release makes reference to Tourmaline's credit rating. Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. Credit ratings are not recommendations to purchase, hold or sell securities and do not address the market price or suitability of a specific security for a particular investor. There is no assurance that any rating will remain in effect for any given period of time or that any rating will not be revised or withdrawn entirely by a rating agency in the future if, in its judgment, circumstances so warrant.

SUPPLEMENTAL INFORMATION REGARDING PRODUCT TYPES

This news release includes references to actual and estimated average royalty production. The following table is intended to provide supplemental information about the product type composition for each of the production figures that are provided in this news release:

For the three months ended

Dec. 31, 2023

Sept. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Dec. 31, 2022

Average daily production






   Light and Medium crude oil (bbl/d)

1,790

1,674

1,717

1,727

1,704

   Heavy crude oil (bbl/d)

3,016

2,861

2,582

2,496

2,512

   Conventional Natural Gas (mcf/d)

42,464

40,429

41,989

43,316

41,932

   Shale Gas (mcf/d)

38,699

36,862

35,575

37,563

35,838

   Natural Gas Liquids (bbl/d)

1,221

1,140

1,185

1,179

1,170

Total (boe/d)

19,555

18,556

18,411

18,884

18,349

 

For the year ended

2024 (Estimate)(1)(2)

2023 (Actual)

2022 (Actual)

Average daily production




   Light and Medium crude oil (bbl/d)

1,580

1,727

1,519

   Heavy crude oil (bbl/d)

3,030

2,740

1,549

   Conventional Natural Gas (mcf/d)

42,096

42,043

41,016

   Shale Gas (mcf/d)

37,500

37,177

35,302

   Natural Gas Liquids (bbl/d)

1,324

1,181

1,125

Total (boe/d)

19,200

18,853

16,914

(1)   

Represents the midpoint of the estimated range of 2024 average annual royalty production.

(2)         

Topaz's estimated royalty production is based on the estimated commodity mix; drilling location and corresponding royalty rate; and capital development activity on Topaz's royalty acreage by the working interest owners, all of which are outside of Topaz's control.

SOURCE Topaz Energy Corp

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