Targa Announces Non-Brokered Private Placement
CSE: TEX | OTCQB: TRGEF | FRA: V6Y
FOR IMMEDIATE RELEASE March 21, 2024
NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
TARGA ANNOUNCES NON-BROKERED PRIVATE PLACEMENT
Vancouver, British Columbia ( March 21, 2024) – Targa Exploration Corp. (CSE: TEX | FRA: V6Y | OTCQB:
TRGEF) (“Targa” or the “Company”) today announced a non-brokered private placement for gross proceeds
of up to $1,375,000 (the “Offering”). The Offering will consist of the sale of hard dollar units of the Company
(each, an “HD Unit”) at a price of $0.10 per HD Unit and charity flow -through units of the Company (each, a
“CFT Unit” and together with the HD Units, the “Units”) at a price of $0.175 per CFT Unit.
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 $0.25 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 Securit ies Exchange is
equal to or greater than $0.35 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 the rights of holders of
such Warrants shall be terminated without any compensation to such holder.
Each CFT Unit will be issued as a “flow-through share” 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 Offering will be used for exploration of the Company’s Opinaca gold -lithium project
and for working capital purposes. The gross proceeds from the issuance of the CFT Units 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, 2024, in an amount of not less than the
total amount of the gross proceeds raised from the issuance of CFT Units , and incur such expenses by
December 31, 2025.
Closing of the Offering is anticipated to occur on or about March 28, 2024 (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 the Opinaca Project
The Opinaca Project is located in the James Bay region of Quebec, approximately 40km south of Patriot
Battery Metals’ Corvette lithium discovery , 45km south of the all -season Trans-Taiga Road and 120km
northwest of the Renard Diamond Mine . The Opinaca P roject covers 85,267 contiguous hectares of the
Opinaca geological sub -province, dominantly a metasedimentary region with neo archean-aged igneous
intrusions including of the Vieux Comptoir suite of granites. Till sampling in 2023 uncovered a 5km x 4 km
gold/arsenic/tungsten anomaly in the center of the project as well as a higher-grade gold and lithium anomaly
to the east.
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 lithium and gold mineral properties with headquarters in
Vancouver, British Columbia. Targa’s 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 or gold.
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
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 rel ease, 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 infor mation relate to, among other things: obtaining the required
regulatory approvals; completion of the Offering; the anticipated Closing Date; the proposed use of proceeds of the
Offering; the tax treatment of the CFT Units; 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, polit ical 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 ar e 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; r isks 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 successfull y 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.