Mr. Anthony Marino reports

TENAZ ENERGY CORP. ANNOUNCES RENEWAL OF NORMAL COURSE ISSUER BID

Tenaz Energy Corp. has received Toronto Stock Exchange (TSX) approval of its notice of intention to make a normal course issuer bid (NCIB). The NCIB will commence on Feb. 14, 2025, and end on Feb. 13, 2026, or such earlier date as the company may determine or the company may complete purchases pursuant to the NCIB. The NCIB will be financed from current cash on hand and future free cash flow to purchase common shares in the open market.

The company has received TSX approval to purchase the maximum allowable number of shares over the next 12-month period, being 2,479,403 shares, representing approximately 9 per cent of the issued and outstanding shares of 27,609,653 and 10 per cent of the public float of shares as at Feb. 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, representing 25 per cent of the average daily trading volume for the shares on the TSX for the period of Aug. 1, 2024, to Jan. 31, 2025, subject to certain prescribed exceptions.

The company will employ an automatic share purchase plan (ASPP) with a designated broker, which will allow for continued and consistent purchases of shares at predetermined 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 blackout periods.

Tenaz Energy's debt facilities impose certain restrictions on its ability to repurchase shares. The indenture for the company's senior unsecured notes dated Nov. 14, 2024, pursuant to which it issued $140-million aggregate principal amount of 12 per cent 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 or 2.5 per cent of adjusted consolidated net tangible assets. Additional restricted payments may be incurred up to an aggregate amount equal to 50 per cent of consolidated net income from Oct. 1, 2024.

Under its prior NCIB, which was active from Aug. 23, 2023, to Aug. 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 mid-stream 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.

We seek Safe Harbor.