Mr. Cameron Tymstra reports

TARGA ANNOUNCES NEW, LARGER PRIVATE PLACEMENT OF UP TO $2.6M AND SHARE CONSOLIDATION

Targa Exploration Corp. has arranged a new, larger non-brokered private placement for gross proceeds of up to $2.6-million and cancelled the private placement announced on May 7, 2025. In conjunction with the new offering, the company is proposing to implement a share consolidation on the basis of one postconsolidation share for every five preconsolidation shares.

The consolidation

The company is proposing to consolidate the company's issued and outstanding common shares on the basis of one new common share for every five 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 postconsolidation basis, the sale of hard-dollar (HD) common shares of the company at a price of 10 cents per HD share, flow-through shares (FT) of the company at a price of 12 cents per FT share and charity flow-through shares (CFT) of the company at a price of 14.2 cents per CFT share.

The company plans to issue up to approximately 20.64 million shares, on a postconsolidation basis, and expects aggregate gross proceeds from the new offering to total up to $2.6-million, 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 Dec. 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 Dec. 31, 2026.

Closing of the new offering is anticipated to occur on or about May 30, 2025, after completion of the proposed consolidation, and is subject to customary closing conditions. In connection with the new offering, the company may pay finders' 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, 2025, and has not issued any shares in relation to the old offering.

About the Opinaca gold project

The Opinaca project is located in the James Bay region of Quebec, approximately 45 kilometres south of the all-season Trans-Taiga Road and 140 kilometres northeast of the Eleonore gold mine. The Opinaca project covers 85,267 contiguous hectares of the Opinaca geological subprovince, dominantly a metasedimentary region with neoarchean-aged igneous intrusions, including of the Vieux Comptoir suite of granites. Till sampling and prospecting in 2023 and 2024 have identified a seven-kilometre-long gold target trend near the centre of the project. Boulder sampling in 2024 returned a dozen boulders with anomalous (more than 0.1 gram per tonne (g/t)) gold (Au) values, including up to 6.7 g/t Au.

Qualified person

The disclosure of scientific and technical information contained in this news release has been reviewed and approved by Adrian Lupascu, MSc, PGeo, exploration manager of Targa Exploration, who is a qualified person within the meaning of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

About Targa Exploration Corp.

Targa Exploration is a Canadian exploration company engaged in the acquisition, exploration and development of gold mineral properties with headquarters in Vancouver, B.C. Targa's principal asset is its Opinaca gold project, where a significant gold-in-till anomaly has been identified over a strike length of seven kilometres.

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