TAG Oil Ltd. (“TAG Oil” or the “Company”, TSXV: TAO and OTCQX: TAOIF) is pleased to announce the closing of its previously announced underwritten public offering (the “Offering”) of 63,250,000 common shares of the Company (the “Common Shares”), at a price of $0.40 per Common Share for aggregate gross proceeds of $25.3 million, including the full exercise of the over-allotment option.
The Offering was conducted by 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.
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, as more fully described in the Prospectus (as defined below).
Certain directors and insiders of the Company participated in the Offering, acquiring an aggregate of 2,862,500 Common Shares. Participation by the directors and officers in the Offering was considered a “related party transaction” pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the insiders’ participation in the Offering in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of the consideration for securities of the Company to be issued to related parties does not exceed 25% of the Company’s market capitalization (as determined under MI 61-101). A material change report in connection with the participation of insiders in the Offering will be filed less than 21 days in advance of the closing of the Offering, which the Company deemed reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
The Common Shares issued pursuant to the Offering were qualified for distribution pursuant to the final short form prospectus (the “Prospectus”) dated October 28, 2022, filed in each of the provinces of Canada, other than Quebec. The Common Shares were offered to U.S. buyers on a private placement basis pursuant to available exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and other jurisdictions outside of Canada provided that no prospectus filing or comparable obligation arises. The Common Shares offered in the Offering have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act, and application state securities laws. The Prospectus, and the documents incorporated by reference therein, are available on the Company’s issuer profile on SEDAR at www.sedar.com.
The aggregate underwriters’ fee paid to the underwriters in connection with the Offering was $1,431,300.
The Offering, and the listing of the Common Shares, is subject to final acceptance by the TSX Venture Exchange.
About TAG Oil Ltd.
TAG Oil (http://www.tagoil.com/) is a Canadian based international oil and gas exploration company with a focus on opportunities in the Middle East and North Africa.
For further information:
Toby Pierce, Chief Executive Officer
Chris Beltgens, Vice President, Corporate Development
Email: [email protected]
Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements and Disclaimer
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 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.