NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Vancouver, B.C. – February 21, 2017 – TAG Oil Ltd. (the “Company” or “TAG Oil”) (TSX: TAO and OTCQX: TAOIF) is pleased to announce that, further to its press release on February 15, 2017, due to strong demand, the Company has increased the size of its previously announced short form prospectus offering (the “Offering”) to up to 23,070,000 units (“Units”) of the Company at a price per Unit of C$0.65 for aggregate gross proceeds of up to C$15,000,000. The Offering is being conducted through Mackie Research Capital Corporation and Pareto Securities Ltd., acting as co-lead agents and joint bookrunners on behalf of a syndicate of agents that is expected to include Eight Capital, GMP FirstEnergy, Roth Capital Partners LLC, TD Securities Inc., M Partners Inc. and PillarFour Securities Inc. (collectively, the “Agents”).
Each Unit will consist of one common share of the Company (“Common Share”) and one-half of one Common Share purchase warrant (each whole warrant a “Warrant”). Each Warrant shall be exercisable into one Common Share (a “Warrant Share”) at a price of C$0.90 for 24 months following the closing date of the Offering. The Company has made an application to list the Common Shares, Warrants and Warrant Shares on the Toronto Stock Exchange.
In connection with the increased size of the Offering, the previously announced over-allotment option granted to the Agents has been removed from the Offering.
Closing of the Offering is expected to occur in mid-March 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange and the securities regulatory authorities.
A preliminary prospectus in respect of the Offering (the “Preliminary Prospectus“) has been filed in all of the provinces of Canada (other than the province of Québec) pursuant to National Instrument 44-101 – Short Form Prospectus Distributions. The Offering may also be conducted in other jurisdictions, including the United States, Europe, Australia, the United Kingdom and such other jurisdictions as the Agents and the Company may agree pursuant to appropriate exemptions and registration requirements.
This press release is not an offer of securities for sale in the United States. The Units will not be registered under the U.S. Securities Act and may not be offered or sold absent registration requirements of the U.S. Securities Act.
The use of proceeds in respect of the Offering is described in the Preliminary Prospectus and the Company’s press release announcing the Offering, dated February 15, 2017.
About TAG Oil Ltd.
TAG Oil Ltd. (https://www.tagoil.com/) is a development-stage international oil and gas producer with established high netback production, development and exploration assets, including production infrastructure in New Zealand and Australia. TAG Oil is poised for significant reserve and production growth with several oil and gas fields under development and high-impact exploration in proven oil and gas fairways. TAG Oil is debt-free and currently has 62,212,252 shares outstanding.
For further information:
Toby Pierce, Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this news 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 estimates and statements that describe the Company’s objectives, goals, or future plans relating to operations are forward-looking statements under applicable securities laws and necessarily involve risks and uncertainties. Actual results may vary materially from the information provided in this release, 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.
Statements contained in this news 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 estimates and statements that describe the Offering, including the use of proceeds of the Offering, the composition of the syndicate of Agents, the anticipated timing of the closing of the Offering and the regulatory approvals related thereto are forward-looking statements under applicable securities laws and necessarily involve risks and uncertainties. Estimates and statements underlying the Company’s objectives, goals, production rates, optimization, infrastructure capacity and/or future plans with respect to drilling involve risks and uncertainties including, without limitation: risks associated with oil and gas exploration, development, exploitation and production, geological risks, marketing and transportation, the risk associated with estimating undiscovered original initially in-place described above, availability of adequate funding, volatility of commodity prices, imprecision of reserve estimates, environmental risks, competition from other producers and changes in the regulatory and taxation environment.
While TAG Oil considers these factors and assumptions to be reasonable based on information currently available, they may prove to be incorrect. Actual results may differ materially from the information provided in this release, 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. Other factors that could cause actual results to differ from those contained in the forward-looking statements are also set forth in filings that TAG Oil and its independent evaluator have made, including TAG Oil’s most recently filed reports in Canada under NI 51-101, which can be found under TAG Oil’s SEDAR profile at www.sedar.com. TAG Oil undertakes no obligation, except as otherwise required by law, to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors change.