Targa announces New Larger Private Placement of up to $2.6M and Share Consolidation
TARGA ANNOUNCES NEW, LARGER
PRIVATE PLACEMENT OF UP TO $2.6M AND
SHARE CONSOLIDATION
/NOT FOR DISSEMINATION IN OR INTO
THE UNITED STATES
OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES./
CSE: TEX | OTCQB: TRGEF | FRA: V6Y
VANCOUVER, BC
,
May 13, 2025
/CNW/ -
Targa Exploration Corp.
(CSE: TEX) (FRA: V6Y)
(OTCQB: TRGEF) ("
Targa
" or the "
Company
") today announced a new, larger non-brokered
private placement for gross proceeds of up to
C$2,600,000
(the "
New
Offering
") and the
cancellation of the previously announced private placement announced on
May 7
th
, 2025 (the "
Old
Offering
"). In conjunction with the New Offering, the Company is proposing to implement a share
consolidation on the basis of one (1) post-consolidation share for every five (5) pre-consolidation
shares (the "
Consolidation
").
The Consolidation
The Company is proposing to consolidate the Company's issued and outstanding common shares on
the basis of one (1) new common share for every five (5) old common shares outstanding.
The Company currently has 103,419,328 issued and outstanding common shares and on the
completion of the Consolidation there is expected to be approximately 20,683,865 issued and
outstanding common shares, subject to rounding, exclusive of the Shares issued in the New Offering.
The Consolidation is subject to regulatory approval.
The New Offering
The New Offering will consist of, on a post-Consolidation basis, the sale of hard dollar common
shares of the Company (each, an "
HD Share
") at a price of
C$0.10
per HD Share, flow-through
shares of the Company (each, an "
FT Share
") at a price of
C$0.12
per FT Share and charity flow-
through shares of the Company (each, a "
CFT Share
", and together with the HD Shares and FT
Shares, the "
Shares
") at a price of
C$0.142
per CFT Share.
The Company plans to issue up to approximately 20,640,000 Shares, on a post-Consolidation basis,
and expects aggregate gross proceeds from the New Offering to total up to
C$2,600,000
, subject to
the total number of HD Shares, FT Shares, and CFT Shares issued.
The FT shares and CFT Shares will qualify as "flow-through shares" as defined in subsection 66(15)
of the
Income Tax Act
(
Canada
) and in section 359.1 of the Quebec Tax Act with respect to
purchasers in
Quebec
.
The net proceeds of the New Offering will be used for exploration of the Company's Opinaca gold
project and for working capital purposes. The gross proceeds from the issuance of the FT Shares
and CFT Shares will be used to incur eligible "Canadian exploration expenses" in
Quebec
that qualify
as "flow-through mining expenditures" as such terms are defined in the
Income Tax Act
(
Canada
).
The Company has agreed to renounce such qualifying expenditures with an effective date of no later
than
December 31, 2025
, in an amount of not less than the total amount of the gross proceeds
raised from the issuance of FT Shares and CFT Shares, and incur such expenses by
December 31,
2026
.
Closing of the New Offering is anticipated to occur on or about
May 30, 2025
(the "
Closing Date
"),
after completion of the proposed Consolidation, and is subject to customary closing conditions. In
connection with the New Offering, the Company may pay finder's fees to eligible finders. All
securities issued in connection with the New Offering will be subject to a statutory hold period of four
months and a day from the Closing Date.
Cancellation of the Old Offering
The Company has cancelled the financing previously announced on
May 7
th
, 2025 and has not
issued any shares in relation to the Old Offering.
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 the Opinaca Gold Project
The Opinaca Project is located in the
James Bay
region of
Quebec
, approximately 45km south of
the all-season Trans-Taiga Road and 140km northeast of the Eleonore gold mine. The Opinaca
Project covers 85,267 contiguous hectares of the Opinaca geological sub-province, dominantly a
metasedimentary region with neoarchean-aged igneous intrusions including of the Vieux Comptoir
suite of granites. Till sampling and prospecting work in 2023 and 2024 has identified a 7km-long gold
target trend near the center of the project. Boulder sampling in 2024 returned a dozen boulders with
anomalous (>0.1g/t) gold values, including up to 6.7g/t Au.
Qualified Person
The disclosure of scientific and technical information contained in this news release has been
reviewed and approved by
Adrian Lupascu M. Sc.
P.Geo., Exploration Manager of Targa
Exploration Corp., who is a "qualified person" within the meaning of National Instrument 43 -101-
Standards of Disclosure for Mineral Projects.
About Targa
Targa Exploration Corp. (CSE: TEX | FRA: V6Y | OTCQB: TRGEF) is a Canadian exploration
company engaged in the acquisition, exploration, and development of gold mineral properties with
headquarters in
Vancouver, British Columbia
. Targa's principal asset is it's Opinaca Gold Project
where a significant gold-in-till anomaly has been identified over a strike length of 7km.
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", "proposed", "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: obtaining the
required regulatory, exchange, and board approvals; completion of the New Offering; completion of
the proposed Consolidation; the anticipated Closing Date; the proposed use of proceeds of the New
Offering; the tax treatment of the FT Shares and CFT Shares; the renouncement of applicable
expenditures; 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.
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the
policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of
this release.
SOURCE
Targa Exploration Corp.
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For further information:
Contact Information: For more information and to sign-up to the mailing
list, please contact: Cameron Tymstra, CEO and President, Tel: 416-668-1495, Email:
[email protected], Website: www.targaexploration.com
CO: Targa Exploration Corp.
CNW 08:00e 13-MAY-25