TAG Oil Ltd. (TSXV: TAO, OTCQB: TAOIF, and FSE: T0P) (“TAG Oil” or the “Company”) is pleased to announce that, due to strong investor demand, it has upsized its previously announced brokered, best-efforts offering to $10,000,000 of units of the Company (the “Units”) at a price of $0.10 per Unit. The Offerings (as defined herein) are led by Research Capital Corporation as the lead agent and sole bookrunner, on behalf of a syndicate of agents (collectively, the “Agents”). The Offerings shall consist of:
- $5,640,000 of Units, to be issued on a prospectus-exempt basis pursuant to the LIFE Exemption (defined below) under applicable Canadian securities laws (the “LIFE Offering“); and
- $4,360,000 of Units, to be issued under a private placement pursuant to applicable prospectus exemptions in accordance with NI 45-106 (“Private Placement Offering“, and together with the LIFE Offering, the “Offerings“).
Each Unit will consist of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.13 per Common Share for a period of 48 months following the closing of the Offering. In addition, the Company will use commercially reasonable efforts to obtain the necessary approvals to list the Warrants on the TSX Venture Exchange (the “Exchange“).
The Company intends to use the net proceeds of the Offerings to advance appraisal and development activities at both the Badr Oil Field (“BED-1”) and the Southeast Ras Qattara concessions (“SERQ”), in the Western Desert, Egypt and for working capital and general corporate purposes. Activities to be advanced with the financing proceeds include a) the drilling of a new vertical delineation well at BED-1 in the unconventional Abu Roash “F” (“ARF“) resource play targeting lighter gravity crude in a high intensity natural fractured area and b) perform a Diagnostic Fracture Injectivity Test (DFIT) in an existing wellbore to evaluate the ARF potential at the SERQ Concession. In connection with the upsize, TAG also plans to drill an additional well on the SERQ Concession to advance the unconventional resource play, alongside the drilling of the already planned vertical delineation well at BED-1.
The Company has granted the Agents an option (the “Agents’ Option”) to increase the size of the Private Placement Offering by up to $1,500,000 in additional Units by giving written notice of the exercise of the Agents’ Option, or a part thereof, to the Company exercisable at any time prior to the closing of the Offerings.
The Units under the LIFE Offering will be offered for sale pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 – Prospectus Exemptions, as amended by CSA Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the “Listed Issuer Financing Exemption”), in all provinces of Canada, except Quebec, and other qualifying jurisdictions, including the United States. The Units offered under the Listed Issuer Financing Exemption will be immediately “free-trading” upon closing of the LIFE Offering under applicable Canadian securities laws.
There is an amended and restated offering document (the “Offering Document“) related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.tagoil.com. Prospective investors should read this Offering Document before making an investment decision.
The Private Placement Offering will be offered by way of private placement to accredited investors in each of the provinces of Canada and may also be offered in those other jurisdictions where the Private Placement Offering can lawfully be made, including the United States under applicable private placement exemptions. The Units to be issued under the Private Placement Offering will have a statutory hold period of four months and one day from Closing (as defined herein).
The closing of the Offerings are expected to occur on or about the week of February 16, 2026 (the “Closing”), or on such date as the Agents and Company may agree upon. Closing is subject to the Company receiving all necessary regulatory approvals, including the conditional approval of the Exchange.
The Agents will receive a cash commission of 8.0% of the aggregate gross proceeds of the Offerings and such number of broker warrants (the “Broker Warrants”) as is equal to 8.0% of the number of Units sold under the Offerings (in each case, subject to reduction for certain subscribers on a president’s list of purchasers identified by the Company). Each Broker Warrant entitles the holder to purchase one Unit at an exercise price equal to $0.10 for a period of 48 months following the Closing.
This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About TAG Oil Ltd.
TAG Oil (http://www.tagoil.com/) is a Canadian based international oil and gas exploration company with a focus on operations and opportunities in the Middle East and North Africa.
For further information:
Abdel (Abby) Badwi, Executive Chairman and CEO
Email: [email protected]
Website: http://www.tagoil.com/
LinkedIn: https://www.linkedin.com/company/tag-oil-ltd
X: https://twitter.com/tagoilltd
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
The SERQ Report is not a reserve or resource report and does not assign any proved, probable, or possible reserves or contingent or prospective resources as defined in the Canadian Oil and Gas Evaluation Handbook and NI 51-101. The volumetric estimates represent total oil-initially-in-place (OIIP) and not recoverable volumes. These OIIP estimates are classified as undiscovered as they represent that quantity of oil which is estimated, as of the date of the SERQ Report, to be contained in accumulations yet to be discovered. These OIIP estimates do not represent recoverable resources or reserves, and there is no certainty that any portion of the estimated OIIP resources will be discovered or, if discovered, there is no certainty that it will be commercially viable to produce any portion of the resources.
Certain information contained herein may be considered “analogous information” as defined in NI 51-101, including information concerning the ARF formation in BED-1, which appears geologically similar to the ARF formation in the SERQ Concession. Such information is not necessarily indicative of the hydrocarbon potential of the SERQ Concession. The data relating to BED-1 is obtained from an independent report prepared by RPS Energy Canada Ltd. There is no certainty that the results achieved at BED-1 will be achieved at the SERQ Concession, and the information should not be interpreted as an estimate of reserves or resources at the SERQ Concession.
This release contains forward-looking statements within the meaning of applicable securities laws, including statements regarding anticipated seismic access, testing programs, potential resource development in the SERQ Concession, receipt of all approvals related to the Offering; the closing of the Offering; the exercise of the Agents’ Option, in whole or in part, and the intended use of proceeds from the Offering. Forward-looking statements are based on assumptions that management believes are reasonable at the time but are subject to known and unknown risks and uncertainties that could cause actual results to differ materially. These include, but are not limited to, geological uncertainties, data availability, commodity prices, regulatory approvals, and financing constraints. Actual results may differ materially from those expressed or implied by such statements due to operational, geological, regulatory, and market risks described in TAG Oil’s continuous disclosure filings. TAG Oil undertakes no obligation to update these statements except as required by law.
Exploration for hydrocarbons is a speculative venture necessarily involving substantial risk. The Company’s future success exploiting and increasing its current resource 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. In addition, even if further hydrocarbons are discovered, the costs of extracting and delivering the hydrocarbons to market and variations in the market price may render uneconomic any discovered deposit. Geological conditions are variable and unpredictable. Even if production is commenced from a well, the quantity of hydrocarbons produced inevitably will decline over time, and production may be adversely affected or may have to be terminated altogether if the Company encounters unforeseen geological conditions. The Company is subject to uncertainties related to the proximity of any resources that it may discover to pipelines and processing facilities. It expects that its operational costs will increase proportionally to the remoteness of, and any restrictions on access to, the properties on which any such resources may be found. Adverse climatic conditions at such properties may also hinder the Company’s ability to carry on exploration or production activities continuously throughout any given year.