NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vancouver, B.C. – March 20, 2017 – TAG Oil Ltd. (the “Company” or “TAG Oil”) (TSX: TAO and OTCQX: TAOIF) is pleased to announce that it has closed the previously announced short form prospectus offering for aggregate gross proceeds of C$14,995,500 (the “Offering”). Pursuant to an agency agreement dated effective as of February 15, 2017, the Company, through a syndicate of agents co-led by Mackie Research Capital Corporation and Pareto Securities Ltd., and including Eight Capital, GMP Securities L.P., Roth Capital Partners LLC, TD Securities Inc., M Partners Inc. and PillarFour Securities LLP (collectively, the “Agents”), issued 23,070,000 units (“Units”) of the Company at a price per Unit of C$0.65. In connection with the increased size of the Offering, the previously announced over-allotment option granted to the Agents was removed from the Offering.
Each Unit consists of one common share of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant a “Warrant”). Each Warrant shall be exercisable into one Common Share at a price of C$0.90 for 24 months following the closing date of the Offering. The Company is also pleased to announce that it has received conditional approval to have the Warrants listed for trading on the Toronto Stock Exchange, subject only to compliance with certain standard listing conditions. The Common Shares and Warrants issued pursuant to the Offering are expected to trade under the symbols “TAO” and “TAO.WT”, respectively.
The use of proceeds in respect of the Offering is described in the final short form prospectus dated March 10, 2017, which can be found under TAG Oil’s SEDAR profile at www.sedar.com.
Certain insiders of the Company participated in the Offering by purchasing an aggregate of 1,674,846 Units. Accordingly, the Offering constituted to that extent a “related party transaction” under applicable Canadian securities laws. The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and section 5.7(1)(a) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the fair market value of the Offering, insofar as it involves interested parties, is not more than 25% of the Company’s market capitalization. The Company filed an initial material change report on February 23, 2016, however certain details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company will be filing a supplemental material change report pursuant to applicable securities legislation.
This press release is not an offer of securities for sale in the United States. The Units will not be registered under the U.S. Securities Act and may not be offered or sold absent registration requirements of the U.S. Securities Act.
About TAG Oil Ltd.
TAG Oil Ltd. (https://tagoil.com/) is a development-stage international oil and gas producer with established high netback production, development and exploration assets, including production infrastructure in New Zealand and Australia. TAG Oil is poised for significant reserve and production growth with several oil and gas fields under development and high-impact exploration in proven oil and gas fairways. TAG Oil is debt-free and currently has 85,282,252 shares outstanding.
For further information:
Toby Pierce, Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of TAG Oil. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. All estimates and statements that describe the Company’s objectives, goals, or future plans relating to operations are forward-looking statements under applicable securities laws and necessarily involve risks and uncertainties. Actual results may vary materially from the information provided in this release, and there is no representation by TAG Oil that the actual results realized in the future will be the same in whole or in part as those presented herein.
Statements contained in this news release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of TAG Oil. Such statements can generally, but not always, be identified by words such as “expects”, “plans”, “anticipates”, “intends”, “estimates”, “forecasts”, “schedules”, “prepares”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. All estimates and statements that describe the use of proceeds of the Offering and the regulatory approvals related thereto are forward-looking statements under applicable securities laws and necessarily involve risks and uncertainties. Estimates and statements underlying the Company’s objectives, goals, production rates, optimization, infrastructure capacity and/or future plans with respect to drilling involve risks and uncertainties including, without limitation: risks associated with oil and gas exploration, development, exploitation and production, geological risks, marketing and transportation, the risk associated with estimating undiscovered original initially in-place described above, availability of adequate funding, volatility of commodity prices, imprecision of reserve estimates, environmental risks, competition from other producers and changes in the regulatory and taxation environment.
While TAG Oil considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Actual results may differ materially from the information provided in this release, and there is no representation by TAG Oil that the actual results realized in the future will be the same in whole or in part as those presented herein. Other factors that could cause actual results to differ from those contained in the forward-looking statements are also set forth in filings that TAG Oil and its independent evaluator have made, including TAG Oil’s most recently filed reports in Canada under NI 51-101, which can be found under TAG Oil’s SEDAR profile at www.sedar.com. TAG Oil undertakes no obligation, except as otherwise required by law, to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors change.