TAG Oil Announces Closing of $11.5 Million Offering, Including Full Exercise of the Over-Allotment Option, to Advance Unconventional Development Activities on Its Large Oil-In-Place Resource Play at BED-1 and SERQ Concessions, Egypt

Executive Summary

• TAG Oil closed a brokered best‑efforts offering of units at $0.10 per unit, raising $11.5 million in gross proceeds, including full exercise of the over‑allotment option.
• The offering consisted of a $5.64 M LIFE (listed issuer financing exemption) portion and a $5.86 M private placement portion; each unit includes one common share and one warrant exercisable at $0.13 until 2030.
• Net proceeds are earmarked for appraisal and development activities on the Badr Oil Field (BED‑1) and Southeast Ras Qattara Concession (SERQ) in Egypt, as well as working capital and general corporate purposes.

Key Details

• Offering Price & Proceeds – $0.10 per Unit; total gross proceeds of $11,500,000.
• Structure – 115,000,000 Units issued (each = 1 common share + 1 warrant).
• LIFE Offering – $5,640,000 of units issued under NI 45‑106 “listed issuer financing exemption.”
• Private Placement – $5,860,000 of units issued under private placement exemptions; subject to a hold period in Canada expiring 19 June 2026.
• Warrant Terms – Each warrant allows purchase of one common share at $0.13 per share, exercisable until 18 Feb 2030.
• Insider Participation – Insiders purchased 4,500,000 Units; transaction qualifies as a related‑party transaction but is exempt from valuation/minority approval because the fair market value does not exceed 25 % of market cap.
• Use of Proceeds –
• Advance appraisal and development at BED‑1 (vertical delineation well in Abu Roash “F” resource play).
• Perform a Diagnostic Fracture Injectivity Test (DFIT) on SERQ Concession.
• Upsize drilling program: additional well on SERQ and the planned vertical delineation well at BED‑1.
• Commission & Fees – Cash commission to agents of $704,320; issuance of 7,043,200 broker warrants (exercisable at $0.10 per unit until 2030).
• Advisory Compensation – Advisory fee of $98,500 plus tax; issuance of 985,000 advisory warrants on same terms as broker warrants.
• Corporate Finance Advisory Fee – Payment in kind of 750,000 Units to agents.
• Regulatory – Offerings remain subject to final TSXV approval; no material change report filed prior to closing due to timing constraints.

Notable Quotes

(No direct quotes were provided in the release.)