Tenaz Energy Corp. ("Tenaz", "our", "we", or the "Company") is pleased to announce the signing and closing of the acquisition of the issued and outstanding shares of a private company (the "Acquisition"), with interests in the Gateway to the Ems[1] ("GEMS") project on the boundary of the Dutch and German sectors of the North Sea. Purchase price was US$244 million ($339 million), comprised of US$232 million ($323 million) in cash and US$12 million ($17 million) in Tenaz common shares, with contingent consideration of up to US$60 million ($83 million) based on the success of future exploration prospects. Net production from the assets is estimated to be 3,200 boe/d (99% TTF natural gas) during 2025, increasing to approximately 7,000 boe/d during 2026.
Transaction Attributes
• Delivers on M&A Strategy: Tenaz has acquired a high growth, high return asset base with significant facility capacity, low-risk development opportunities and substantial exploration upside.
• Robust Cash Flow Profile: At current strip pricing, the acquired assets are expected to generate funds flow from operations ("FFO") of approximately $160 million and free cash flow ("FCF") of approximately $95 million in 2026. This cash flow profile will be partially underpinned by hedges of 14,000 MMbtu/d which will be swapped from October 2025 to December 2027 at an estimated price of €30.75/MWh ($14.65 per MMbtu), protecting approximately €100 million ($163 million) of revenue during the hedge period.
• Appropriate Transaction Structure and Financing: Tenaz funded the purchase price primarily from cash and long-term notes, along with a small equity component, to maximize value for existing shareholders. The Acquisition is expected to generate significant accretion in all key metrics, including production, reserves, cash flow, free cash flow and net asset value per share. Contingent consideration will only be due in the event of large new gas discoveries, aligning further payments with realization of incremental value by Tenaz shareholders.
• Highest Quality North Sea Assets with Significant Organic Inventory: The acquired assets include the highest producing rate well in the Netherlands, two tested and unproduced gas pools in the proved undeveloped reserve category, and numerous additional high quality exploration prospects. We project multi-year production growth within existing facility capacity, with the capability to increase capacity over time as development and exploration progress.
Asset Description
Geology
Production is from the Basal Rotliegend Sandstone within the Permian-aged Lower Slochteren formation, deposited in a fluvial-to-deltaic environment in paleo lows. Gas is sourced from the underlying Carboniferous coals, with the claystones of the Silverpit Formation forming the seal in these tilted fault block pools. Along with well control that shows sandstone continuously present along an approximately 50 km long fairway, a combination of 2D and 3D seismic has been used to map multiple exploration prospects in the Basal Rotliegend. ONE-Dyas B.V. ("ONE-Dyas"), the largest private oil and gas company in the Netherlands, is the GEMS project operator.
Licenses
The GEMS properties consist of five highly prospective licenses, three in the Netherlands and two in Germany, that cover 1,811 km2 (447,000 acres) at an average distance of 30 km offshore in water depth of approximately 25 meters. Our non-operated working interests in the licenses range from 22.5% to 45%. In addition to ONE-Dyas, other license partners are EBN in the Netherlands and ENI in Germany. The Netherlands has no royalty on gas production. Royalties in Germany are 5% of revenue net of operating costs.
Infrastructure
The assets include the currently producing N05-A platform, installed in August 2024, with a nameplate capacity of 225 MMcf/d before future expansion. This state-of-the-art platform is tied into the NGT offshore gas gathering system, in which Tenaz has pre-existing equity ownership, via a 13 km 20" pipeline. The N05-A platform will have a power supply connection to the Riffgat Windfarm in German waters. The integration of wind energy to power the GEMS assets means a considerable reduction in emissions from the production platform for the life of the project, with the platform generating near zero emissions once running off wind power.
Current Production
Production from the N05-A platform began in March 2025 from the highly prolific N05-A-01 well, in which Tenaz has a 33.3% working interest. The platform is in Netherlands waters, with the N05-A pool unitized across the Netherlands-German maritime border. The N05-A-01 discovery well for the N05-A pool tested at a rate of 54 MMcf/d[2]. In the production phase, the well has gradually ramped up to a choked rate of 76 MMcf/d gross (25 MMcf/d net to Tenaz) into the NGT system at a calorific value of 809 btu/scf. The well is currently the highest producing rate well in the Netherlands.
The N05-A pool is estimated to have a gross P50 gas initially in place[3] ("GIIP") of 259 Bcf and estimated gross 2P recoverable gas of 219 Bcf (12.2 million boe net to Tenaz). The field will be further developed with two infill wells, with drilling planned to commence in Q4 2025.
Development and Exploration
In addition to the prolific N05-A field, the assets include two discovered and tested fields assigned Proved Undeveloped Reserves, four fields with discovered gas that have been assigned Contingent Resources due to uncertainty around timeline to development, and 14 exploration prospects which have been assigned Prospective Resources.
The two Proved Undeveloped fields are the N04-A field (27% net to Tenaz), in which the discovery well was tested in 2021 at 50 MMcf/d[4], and the N04-C field (27% net to Tenaz), which was tested at 21 MMcf/d[5] in 2023. These two Proved Undeveloped fields will be developed from the proposed N04 satellite platform. The N04 is planned to reuse a topside from a decommissioned Netherlands block tied back to the N05-A platform. Planned capacity for the N04 satellite platform is 130 MMcf/d. Installation of the satellite and development of the two N04 fields is estimated to occur in 2027, with production commencing in 2028. Combined, the two undeveloped fields have an estimated gross P50 GIIP of 248 Bcf, and an estimated gross 2P recoverable gas of 156 Bcf (7.1 million boe net to Tenaz).
McDaniel has assessed 14 exploration prospects on the licenses for Prospective Resources[6]. Three of these have been evaluated economically as they have clear execution plans and are anticipated to be drilled in the near term from the existing N05-A and planned N04 platforms. These three prospects total 358 Bcf of gross mean unrisked Prospective Resources (131 Bcf net to Tenaz), with a total of 210 Bcf gross risked Prospective Resources (79 Bcf net to Tenaz). The economic valuation of these three prospects totals an unrisked after-tax NPV10 of $546 million (€335 million) net to Tenaz, with a risked total of $306 million (€188 million) net to Tenaz. The N05-A partners have approved one of the three prospects, N05-A-Noord, which is expected to be drilled in the first half of 2026. The remaining 11 exploration prospects have been assessed only volumetrically at this time. These 11 prospects add an incremental 1,114 Bcf of gross mean unrisked Prospective Resources (330 Bcf net to Tenaz), with a total of 336 Bcf gross risked Prospective Resources (100 Bcf net to Tenaz).
The four discovered contingent fields are estimated to have total gross mean unrisked Contingent Resources of 389 Bcf (105 Bcf net to Tenaz), with a risked total of 243 Bcf (66 Bcf net to Tenaz). Because of their more distant location, these fields require future infrastructure build out beyond that currently under consideration for the N05-A and N04 hubs, and are therefore considered contingent at this time.
Additional details on the McDaniel reserve and resource reports are provided later in this press release.
Acquisition Consideration
Acquisition consideration consisted of a cash payment of US$232 million ($323 million), share consideration of US$12 million ($17 million), and contingent consideration based on the success of future exploration prospects, as further detailed below. The economic effective date of the Acquisition is December 31, 2024.
Cash - Cash consideration of US$232 million ($323 million).
Share consideration - Share consideration of US$12 million ($17 million) priced on the volume-weighted average trading price of the Common Shares on the TSX for the 20 trading days commencing today. The Common Shares to be issued in connection with the Acquisition have received conditional listing approval from the Toronto Stock Exchange and will be subject to a four-month statutory hold period.
Contingent consideration - Contingent consideration of up to US$60 million ($83 million) in connection with up to three future qualifying exploration discoveries during the period from closing to December 31, 2035. A new exploration discovery made within the acquired license area which is determined to contain at least 50 Bcf[7] of gross estimated 2P reserves, or that produces 50 Bcf or more allocated to the exploration payment area, qualifies for an exploration contingent payment of US$20 million ($28 million).
In the case of the N05-A-Noord exploration prospect offsetting the existing N05-A pool, the contingent payment will be reduced to US$10 million ($14 million) if the discovery is of qualifying size but proves to be an extension of the N05-A pool. In this case, the maximum total payment for the exploration contingency would be US$50 million ($70 million) in the event two additional qualifying exploration discoveries occur within the ten-year period. The partners have approved an exploration well into the N05-A-Noord prospect, with drilling expected to occur in the first half of 2026.
Acquisition Metrics and Accretion
Net production from the acquired assets is expected to be approximately 3,200 boe/d (99% TTF natural gas) during calendar 2025, increasing to 7,000 boe/d during 2026. At current strip pricing, 2026 FFO and FCF are estimated to be approximately $160 million and $95 million, respectively.
This cash flow profile will be partially underpinned by hedges of 14,000 MMbtu/d which will be swapped from October 2025 to December 2027 at an estimated price of €30.75/MWh ($14.65 per MMbtu), protecting approximately €100 million ($163 million) of revenue during the hedge period. Additional hedges will be placed as GEMS production ramps up.
Estimated metrics (excluding any contingent exploration payments) include the following:
• $48,400 per flowing boe/d based on expected 2026 production
• FFO multiple of 2.1x based on expected 2026 production and strip pricing
• After-tax acquisition payout of <3 years based on our expected production profile and strip pricing
• Corporate net debt-to-EBITDA (2026E) of 0.9x, based on projected year-end 2025 debt
The number of Common Shares to be issued to the seller will be based on the 20-day VWAP commencing today. At the current share price approximately 830,000 shares would be issued, equal to approximately 2.9% of our current shares outstanding. The Acquisition is estimated to generate the following per share accretion for existing shareholders:
• 31% on estimated 2026 production
• 23% on 2P reserves
• 45% on estimated 2026 FFO at strip prices[8]
The acquired assets are expected to decrease consolidated unit operating costs and unit G&A by approximately 23% in 2026.
Acquisition Financing
Cash consideration for the Acquisition was funded with cash-on-hand and a private placement of senior unsecured notes of the same series as our original notes issued in November 2024.
The gross proceeds raised under the additional notes were $178.9 million, placed at an 8.4% premium to underlying par value of $165 million. Call and maturity dates are the same as the original issue, May 2027 and November 2029, respectively. While the notes have a 12% coupon (as in the original issue), the premium at issuance results in a yield-to-maturity of approximately 9.5% on the new tranche of notes. We believe the lower yield-to-maturity on the new tranche is indicative of an improved credit profile since the placement of the original tranche in November 2024.
The additional tranche of notes was issued on the same terms as those currently issued and outstanding, including interest rate, maturity date and terms and conditions within the indenture. Combined with the original $140 million tranche, the principle due at maturity for the senior unsecured notes is now $305 million.
Reserve Based Lending Facility
To further enhance our available liquidity, we have established new secured revolving reserve based lending facilities ("RBL Facility") with a syndicate of lenders including National Bank Capital Markets, Canadian Imperial Bank of Commerce, and Goldman Sachs. National Bank Capital Markets and Canadian Imperial Bank of Commerce were Joint Bookrunners and Co-Lead Arrangers for the RBL Facility. The new $115 million RBL Facility replaces our previous $20 million revolving credit facility.
The new RBL Facility has a two-year term with semi-annual borrowing base redeterminations. Interest rates are determined using a benchmark rate plus a rate margin based on the applicable benchmark and our total net debt-to-EBITDA ratio. The RBL Facility is subject to customary conditions for such facilities.
The RBL Facility remains undrawn after the Acquisition. If drawn, under current debt ratios and underlying CORRA (Canadian Overnight Repo Rate Average) index, the facility would bear an annual interest rate of 7.13%.
Updated 2025 Corporate Guidance
Production from the acquired assets will contribute to consolidated production for a portion of the fourth quarter of 2025. We are updating guidance to reflect the incremental production and incremental capital anticipated for further development of the GEMS area during Q4 2025.
Reserves Report Volumes and Net Present Value
McDaniel prepared an independent engineering reserves evaluation of the reserves associated with the assets and have assigned 13.7 million boe of Total Proved ("1P") and 19.3 million boe (99% natural gas) of Total Proved + Probable ("2P") reserves ("Reserve Report")[9]. The 1P and 2P reserves assessments include 6 gross (1.75 net) development wells. McDaniel's evaluation forecasts that the assets will have a remaining economic production life of 14 years within the 2P case.
McDaniel's evaluation of 2P reserves and after-tax net present value discounted at 10 percent ("NPV10") of the 2P reserves using the July 1, 2025 Consultant Average Price Forecast[10], after taking into account estimated decommissioning costs, are shown in the table below. The decommissioning costs in the Reserve Report are $35 million ($9 million NPV10) for Proved Developed Producing Reserves ("PDP") and $69 million ($17 million NPV10) for 2P.
Resource Report and Net Present Value
We engaged McDaniel to independently evaluate and prepare a report of the GEMS contingent and prospective resources (the "Resource Report"). The Resource Report dated October 1, 2025 and effective December 31, 2024, using July 1, 2025 Consultant Average Price Forecast, was prepared in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities and the resources and reserves definitions, standards and procedures set forth in the Canadian Oil and Gas Evaluation Handbook.
Low, best, and high estimates of Contingent Resources and Prospective Resources were evaluated for identified opportunities and included both an unrisked and risked result. The table below reflects the estimated net to Tenaz recoverable volumes for the four contingent fields and 14 exploration prospects evaluated. Of the 14 exploration prospects evaluated, a subset of three were evaluated for unrisked and risked mean economic valuations. These three were chosen to be economically evaluated as they have clear execution plans and are anticipated to be drilled from the existing N05-A and planned N04 platforms.
Advisors
National Bank Capital Markets served as financial advisor to Tenaz on the Acquisition and sole placement agent on the issuance of senior unsecured notes.