TARGA AMENDS TERMS OF NON-BROKERED PRIVATE PLACEMENT

CSE: TEX | OTCQB: TRGEF | FRA: V6Y

/NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES./

VANCOUVER, BC, Dec. 1, 2023 /CNW/ – Targa Exploration Corp. (CSE: TEX) (FRA: V6Y) (OTCQB: TRGEF) (“Targa” or the “Company“) announces that it has amended the terms of its non-brokered private placement (the “Offering“) which was previously announced on October 26, 2023.

Pursuant to the amended terms, the Offering will consist of the sale of: (i) hard dollar units of the Company (each, an “HD Unit“) at a price of $0.15 per HD Unit; (ii) flow-through units of the Company (each, an “FT Unit“) at a price of $0.17 per FT Unit; and (iii) Quebec super-flow-through units of the Company (each, a “Super FT Unit” and together with the HD Units and FT Units, the “Units“) at a price of $0.18 per Super FT Unit. Aggregate gross proceeds of the Offering are expected to be up to $2,200,000 consisting of a combination of HD Units, FT Units and Super FT Units.

Each Unit will consist of one common share of the Company (each, a “Share“) and one-half of a common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle the holder thereof to acquire one additional Share (each, a “Warrant Share“) at a price of $0.30 per Warrant Share until the date which is 24 months following the Closing Date (as defined below), subject to an acceleration clause. If the 10-day volume-weighted average trading price of the Shares as quoted on the Canadian Securities Exchange is equal to or greater than $0.40 at the close of any trading day, then the Company may, at its option, accelerate the expiry date of the Warrants by issuing a press release (a “Warrant Acceleration Press Release“) announcing that the expiry date of the Warrants shall be deemed to be on the 30th day following the issuance of the Warrant Acceleration Press Release (the “Accelerated Expiry Date“). All Warrants that remain unexercised following the Accelerated Expiry Date shall immediately expire and all rights of holders of such Warrants shall be terminated without any compensation to such holder.

Each FT Unit and Super FT Unit will be issued as a “flow-through share” as defined in subsection 66(15) of the Income Tax Act (Canada). Each Super FT Unit will also be issued as a “flow-through share” as defined in section 359.1 of the Quebec Tax Act with respect to purchasers in Quebec.

The net proceeds of the Offering will be used for exploration of the Company’s lithium projects and for working capital purposes. The gross proceeds from the issuance of the FT Units and Super FT Units will be used to incur eligible “Canadian exploration expenses” that qualify as flow-through critical mineral mining expenditures. The Company has agreed to renounce such qualifying expenditures with an effective date of no later than December 31, 2023, in an aggregate amount of not less than the total amount of the gross proceeds raised from the issuance of FT Units and Super FT Units.

Closing of the Offering is anticipated to occur on or about December 8, 2023 (the “Closing Date“) and is subject to customary closing conditions. In connection with the Offering, the Company may pay finder’s fees to eligible finders. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and a day from the Closing Date.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

About Targa

Targa Exploration Corp. (CSE: TEX | FRA: V6Y | OTCQB: TRGEF) is a Canadian lithium exploration company engaged in the acquisition, exploration, and development of lithium mineral properties with headquarters in Vancouver, British Columbia. Targa’s lithium project portfolio consists of fifteen projects in the provinces of Quebec, Ontario, Manitoba, and Saskatchewan and covers over 400,000 hectares of prospective ground, most of which has never been explored previously for lithium. Targa is part of the Inventa Capital group of companies.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This news release includes certain “Forward‐Looking Statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and “forward‐looking information” under applicable Canadian securities laws. When used in this news release, the words “anticipate”, “believe”, “estimate”, “expect”, “target”, “plan”, “forecast”, “may”, “would”, “could”, “schedule” and similar words or expressions, identify forward‐looking statements or information. These forward‐looking statements or information relate to, among other things: required regulatory approvals and fulfilling other closing conditions related to the Offering; closing of the Offering and the Closing Date; the use of the proceeds raised from the Offering; and the exploration and development of the Company’s properties.

Forward‐looking statements and forward‐looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of Targa, future growth potential for Targa and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of lithium and other metals; costs of exploration and development; the estimated costs of development of exploration projects; Targa’s ability to operate in a safe and effective manner and its ability to obtain financing on reasonable terms.

These statements reflect Targa’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward‐looking statements or forward-looking information and Targa has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: price volatility of lithium and other metals; risks associated with the conduct of the Company’s mineral exploration activities in Canada; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects, including the inaccuracy of reserves and resources, metallurgical recoveries and capital and operating costs of such projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; the ability of the communities in which the Company operates to manage and cope with the implications of public health crises; the economic and financial implications of public health crises to the Company; operating or technical difficulties in connection with mining or development activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the Company’s ability to successfully integrate acquired assets; the speculative nature of exploration and development, including the risks of diminishing quantities or grades of reserves; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified under the caption “Risk Factors” in Targa’s management discussion and analysis and other public disclosure documents. Readers are cautioned against attributing undue certainty to forward‐looking statements or forward-looking information. Although Targa has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. Targa does not intend, and does not assume any obligation, to update these forward‐looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

SOURCE Targa Exploration Corp.