TAG Oil Announces Upsize and Pricing of $22 Million Underwritten Offering of Common Shares

The Company has entered into an underwriting agreement with a syndicate of underwriters led by Research Capital Corporation, as co-lead underwriter and sole-bookrunner and Echelon Capital Markets, as co-lead underwriter and Tennyson Securities (collectively, the “Underwriters”) for the sale of 55,000,000 Common Shares at a price of C$0.40 per Common Share for aggregate gross proceeds of C$22 million, not including any exercise of the Over-Allotment Option described below.

Certain directors and officers of the Company will be participating alongside investors in the Offering.

The Company has granted the Underwriters an option, exercisable in whole or in part, at the sole discretion of the Underwriters, at any time from time to time for a period of 30 days from and including the closing of the Offering, to purchase from the Company up to an additional 15% of the Common Shares sold under the Offering, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes (the “Over-Allotment Option”). In the event the Over-Allotment Option is exercised in full, the aggregate gross proceeds of the Offering to the Company will be C$25.3 million.

The Company intends to use the net proceeds of the Offering to: (i) fund the Company’s fourth quarter 2022 and 2023 operational and drilling budget at the Abu Roash “F” reservoir in the Badr Oil Field, located in the Western Desert of Egypt, (ii) conduct technical studies and evaluations to pursue other acquisition opportunities in Egypt, (iii) place equipment inventory orders for the Company’s 2024 drilling campaign, and (iv) unallocated working capital.

The Company will shortly file an amended and restated preliminary short form prospectus (the “Amended and Restated Preliminary Prospectus”) with the securities regulatory authorities in each of the provinces of Canada (other than Québec) amending and restating the preliminary short form prospectus filed on October 11, 2022 setting out the terms of the Offering. The Common Shares may be offered in the United States on a private placement basis pursuant to an appropriate exemption from the registration requirements under applicable U.S. law, and outside of Canada and the United States on a private placement or equivalent basis. The Amended and Restated Preliminary Prospectus will be available on SEDAR at www.sedar.com.

The Offering is expected to close on or about the week of November 1, 2022, or such other date as the Company and the Underwriters may agree. Closing of the Offering is subject to customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the securities regulatory authorities and the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Offering and the timing in respect thereof, the use of proceeds of the Offering, the entering into of the agency agreement and timely receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

Statements contained in this 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 statements that describe the Company’s plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company’s management, and so involve inherent risks and uncertainties, as disclosed in the Company’s periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, 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. TAG Oil disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding TAG Oil’s business contained in TAG Oil’s reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on TAG Oil and the risks and challenges of its business, investors should review TAG Oil’s filings that are available at www.sedar.com.

TAG Oil provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information.

Exploration for hydrocarbons is a speculative venture necessarily involving substantial risk. The Company’s future success in exploiting and increasing its current reserve base will depend on its ability to develop its current properties and on its ability to discover and acquire properties or prospects that are capable of commercial production. However, there is no assurance that the Company’s future exploration and development efforts will result in the discovery or development of additional commercial accumulations of oil and natural gas.