TAO Tag Oil Ltd

TAG Oil Ltd. (TSXV:TAO, OTCQX:TAOIF, and FSE:T0P) (“TAG Oil” or the “Company”) announces pricing of its previously announced $10 million marketed public offering of units of the Company (the “Units”) at a price of $0.17 per Unit (the “Offering”).

Certain members of management and directors of the Company intend to participate alongside investors in the Offering.

The Offering is being led by Research Capital Corporation, as lead agent and sole bookrunner, on behalf of a syndicate of agents, including Beacon Securities Limited, Canaccord Genuity Corp., Haywood Securities Inc., Ventum Financial Corp. and Tennyson Securities (collectively, the “Agents”).

Each Unit will consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price equal to $0.25 per Warrant Share at any time up to 24 months following the closing of the Offering.

The Company intends to use the net proceeds of the Offering to advance appraisal and development activities in the Western Desert, Egypt, at both the Badr Oil Field and strategic new 512,000-acre concession and for working capital and general corporate purposes. Activities to be advanced with the proceeds include executing re-entry work on multiple existing wells to recomplete and/or drill a sidetrack into existing conventional oil reservoirs, the drilling of new vertical delineation wells in the unconventional Abu Roash “F” (ARF) resource play targeting high intensity natural fractured areas, and the planning of the next horizontal well with multi-stage frac.

In addition, the Company plans to also complete a third-party resource report on the new strategic 512,000-acre concession that is in the process of being acquired and conduct a potential strategic joint venture partnership process.

The Company has granted the Agents an option, exercisable in whole or in part, at the sole discretion of the Agents, 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 Units sold under the Offering, and/or the components thereof, on the same terms and conditions of the Offering to cover over-allotments, if any, and for market stabilization purposes.

The Offering is expected to close on or about the week of November 13, 2024, or such other date as the Company and the Agents 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.

The Company will file an amended and restated preliminary short form prospectus for up to 58,823,529 Units at the price of $0.17 per Unit for aggregate gross proceeds of up to $10 million (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 21, 2024 setting out the terms of the Offering. The Amended and Restated Preliminary Prospectus will be available on SEDAR+ at www.sedarplus.com. The Units are being offered in each of the provinces of Canada (except Québec) and 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. Prospective investors should read the Amended and Restated Preliminary Prospectus and other documents the Company has filed before making an investment decision.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.

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:

Toby Pierce, Chief Executive OfficerPhone: 1 604 609 3355

Email: info@tagoil.comWebsite: http://www.tagoil.com/LinkedIn: https://www.linkedin.com/company/tag-oil-ltdX: https://twitter.com/tagoilltd

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

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, participation by management of the Company in the Offering, the use of proceeds of the Offering, timely receipt of all necessary approvals, including the approval of the Exchange, the filing of the Amended and Restated Preliminary Prospectus and the proposed completion of a third party resource report.

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.sedarplus.ca.

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.