Mr. Cameron Tymstra reports

TARGA CLOSES OVER-SUBSCRIBED PRIVATE PLACEMENT OF $2.45M

Targa Exploration Corp. has closed its previously announced non-brokered private placement for gross proceeds of $2,448,690.15.

"I would like to thank our new and existing shareholders for their strong support in this oversubscribed financing," commented Cameron Tymstra, chief executive officer of Targa. "With the signing of the definitive agreement and a full treasury, Targa is very well positioned moving into 2024 to make advances across our exciting portfolio of lithium exploration assets. Our team will be spending most of Q1 analyzing data from 2023 and making plans for an aggressive exploration season."

In connection with the completion of the offering, the company issued 5,445,334 hard-dollar units of the company at a price of 15 cents per HD unit, 4,234,647 flow-through units of the company at a price of 17 cents per FT unit and 5,066,667 Quebec super-flow-through units of the company at a price of 18 cents per super FT unit.

Each unit consists of one common share of the company and one-half of a common share purchase warrant. Each warrant entitles the holder thereof to acquire one additional common share of the company at a price of 30 cents per warrant share until Dec. 22, 2025, 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 40 cents 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 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. 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 was issued as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada). Each super FT unit was also issued as a flow-through share as defined in Section 359.1 of the Quebec Tax Act with respect to purchasers in Quebec.

The securities issued pursuant to the offering will be restricted from trading until April 23, 2024. A total of $109,623 was paid in cash and a total of 638,020 finders' warrants were issued for finders' fees. The finders' warrants will expire on Dec. 22, 2025, and have an exercise price of 30 cents.

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 Dec. 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.

Definitive agreement

The company would also like to announce the signing of a definitive asset purchase agreement with 1384025 B.C. Ltd. and a party of vendors for the purchase of a 100-per-cent interest in five lithium projects covering 137,000 hectares in Quebec and Ontario, previously announced on Oct. 4, 2023. The acquisition is expected to close on or about Jan. 10, 2024.

Pursuant to the definitive agreement, Targa has agreed to issue a total of 7,500,001 common share of the company to the vendors, grant a 1-per-cent production royalty on the properties in favour of Northern Lithium and make aggregate cash payments of $755,721.72 to the vendors as follows:

• $100,000 to be paid on Oct. 6, 2023 (paid);
• $277,860.86 within 48 hours of completion of the offering;
• $377,860.86 to be paid on June 15, 2024.

The consideration shares shall be subject to the following resale restrictions:

• One-third of the consideration shares will become free trading four months and a day after the closing date;
• One-third of the consideration shares will become free trading eight months after the closing date;
• One-third of the consideration shares will become free trading 12 months after the closing date.

Please refer to the company's news release dated Oct. 4, 2023, for additional details regarding the properties.

About Targa Exploration Corp.

Targa Exploration is a Canadian lithium exploration company engaged in the acquisition, exploration and development of lithium mineral properties with headquarters in Vancouver, B.C. Targa's lithium project portfolio consists of 15 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.

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