/NOT FOR DISSEMINATION IN THE UNITED STATES./
TSXV: TAO
VANCOUVER, BC, Nov. 4, 2022
/CNW/ - TAG Oil Ltd. (TSXV: TAO) (OTCQX:
TAOIF) ("TAG Oil" or the "Company") 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.
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 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.
SOURCE TAG Oil Ltd.