Targa Exploration Corp. - AGM Information 2023

==> picture [227 x 63] intentionally omitted <==

NOTICE OF ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

October 27, 2023

Annual General Meeting of Shareholders To be held on

Monday, December 11, 2023 Suite 1723, 595 Burrard Street (Bentall 3) Vancouver, British Columbia, Canada V7X 1L4

GLOSSARY OF TERMS .............................................................................................................. 1 ATTENDING AND PARTICIPATING AT THE MEETING ................................................................ 2 NOTICE REGARDING INFORMATION ....................................................................................... 2 GENERAL INFORMATION CONCERNING THE MEETING AND VOTING ....................................... 2 NOTICE-AND-ACCESS .............................................................................................................. 5 VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ................................... 5 FINANCIAL STATEMENTS ........................................................................................................ 5 FIXING THE NUMBER OF DIRECTORS ....................................................................................... 5 ELECTION OF DIRECTORS ........................................................................................................ 5 Corporate Cease Trade Orders or Bankruptcies ................................................................................. 9 Individual Bankruptcies ..................................................................................................................... 9 Penalties or Sanctions ....................................................................................................................... 9 CORPORATE GOVERNANCE DISCLOSURE ................................................................................ 9 Governance Highlights ...................................................................................................................... 9 Mandate of the Board ..................................................................................................................... 10 In-Camera Sessions ......................................................................................................................... 10 Composition and Independence of the Board .................................................................................. 11 Other Directorships ......................................................................................................................... 11 Other Board Committees ................................................................................................................ 11 Orientation and Continuing Education ............................................................................................ 14 Ethical Business Conduct ................................................................................................................. 14 Nomination of Directors .................................................................................................................. 14 Compensation ................................................................................................................................. 14 Assessments ................................................................................................................................... 14 APPOINTMENT OF AUDITOR .................................................................................................. 14 APPROVAL OF STOCK OPTION PLAN ...................................................................................... 15 Terms of the Stock Option Plan ....................................................................................................... 15 STATEMENT OF EXECUTIVE COMPENSATION ......................................................................... 16 Named Executive Officers ............................................................................................................... 16 Compensation for NEOs and Directors ............................................................................................ 16

Stock options and other compensation securities ............................................................................ 17 Exercise of Compensation Securities by Directors and NEO’s ........................................................... 17 Stock Option Plans and Other Incentive Plans ................................................................................. 17 Employment, consulting and management agreements .................................................................. 18 Oversight and description of director and named executive officer compensation .......................... 18 Option-Based Awards ..................................................................................................................... 19 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS ................. 19 INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS ..................................................... 19 INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ................ 19 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS .......................................... 19 MANAGEMENT CONTRACTS .................................................................................................. 20 ADDITIONAL INFORMATION .................................................................................................. 20 OTHER BUSINESS ................................................................................................................... 20 APPROVAL OF BOARD ........................................................................................................... 20

APPENDIX A - AUDIT & RISK COMMITTEE CHARTER APPENDIX B – STOCK OPTION PLAN

==> picture [144 x 41] intentionally omitted <==

MANAGEMENT PROXY CIRCULAR

GLOSSARY OF TERMS

Unless the context otherwise requires, the following terms shall have the following respective meanings when used in this Circular. Any capitalized but undefined terms shall have the meanings ascribed to them in the respective documents to which they refer.

“Board”	means the board of directors of the Company.
	means a day that is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia.
“Business day”
	means Chief Executive Officer
“CEO”
	means Chief Financial Officer
“CFO”
	means a standing committee of the Board.
“Committee”
	means a common share in the capital of the Company.
“Common Share” or “Share”
	means Targa Exploration Corp., a company organized under the laws of British Columbia.
“Company” or “Targa”
	means the Canadian Securities Exchange
“CSE”
	means a member of the Board who is not an officer or employee of the Company or any of its affiliates as described in NI 52-110.
“Independent Directors”
	means, collectively, the Notice of Meeting and this information circular sent to Shareholders in connection with the Meeting.
“Information Circular”
	a director or officer of the Company or its subsidiary(s) or a person that has control directly, indirectly of 10% or more of the outstanding common shares of the Company.
“Insider”
	means a relationship which could, in the view of the Board, reasonably interfere with the exercise of a director’s independent judgement.
“Material Relationship”
	means the annual general meeting of Shareholders to be held on December 11, 2023, and any adjournment(s) thereof.
“Meeting”
	means National Instrument 52-110_Audit Committees_.
“NI 52-110”
	means the notice of meeting forming part of this Circular to be mailed to Shareholders in connection with the Meeting.
“Notice of Meeting”
	means a stock option granted under the Stock Option Plan.
“Option”
	means the over-the-counter market exchange.
“OTCQB”
	means a holder of Shares.
“Shareholder”
	means the TSX Venture Exchange.
“TSXV”

ATTENDING AND PARTICIPATING AT THE MEETING

This management proxy circular (“ Information Circular ”) is furnished in connection with the solicitation of proxies by or on behalf of the management of the Company for use at the annual general meeting of shareholders (the “ Shareholders ”) of the Company (the “ Meeting ”) to be held in person on Monday, December 11, 2023 at 11:00 a.m. (PST) and at any adjournment(s) or postponement(s) thereof for the purposes set forth in the Notice of Meeting.

The meeting will be held at Suite 1723, 595 Burrard Street, Vancouver, British Columbia.

NOTICE REGARDING INFORMATION

Information in this Information Circular is given as of October 27, 2023, unless otherwise indicated and except for information contained in the documents incorporated herein by reference, which is given as at the respective dates stated therein.

No person is authorized to give any information or make any representation not contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized. This Information Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. Neither delivery of this Information Circular nor any distribution of the securities referred to in this Information Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date of this Information Circular.

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Solicitation of Proxies

This Information Circular is provided in connection with the solicitation by the management of the Company of proxies to be used at the Meeting. The solicitation of proxies will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation.

Appointment of Proxyholder

The individuals named in the accompanying form of proxy are officers and/or directors of the Company. If you are a securityholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the form of proxy accompanying this Information Circular, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the form of proxy accompanying this Information Circular or by completing and delivering another suitable form of proxy.

Voting by Proxyholder

The persons named in the form of proxy accompanying this Information Circular will vote or withhold Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. In the absence of any instructions to the contrary, the Common Shares represented by proxies received by management will be voted FOR the approval of the resolutions described herein, among other things.

The Proxy confers discretionary authority on the persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified;
(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting or any adjournments thereof.

At the date of this Information Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any other matters do properly come before the Meeting, it is intended that the person appointed as proxy will vote on such other business in such manner as that person then considers to be proper.

The Company is using the “notice-and-access” delivery procedures established under Canadian securities legislation and if a shareholder has questions about notice and access, they can call toll free 604-355-0303.

Registered Shareholders

Registered holders of Common Shares electing to submit a proxy may do so by phone or internet provided on the proxy or by completing, dating and signing the enclosed form of proxy and returning it to the Company’s transfer agent, Odyssey Trust Company, by mail or hand delivery to United Kingdom Building, 350 – 409 Granville Street, Vancouver, B.C. V6C 1T2, in all cases ensuring that the form of proxy is received before 11:00 a.m. (PST) on December 7, 2023 or if the Meeting is adjourned or postponed, at least 48 business hours (where “business hours” means hours on days other than a Saturday, Sunday or any other holiday in British Columbia or Ontario) before the time on the date to which the Meeting is adjourned or postponed.

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name.

Shareholders who hold their common shares through their brokers, intermediaries, trustees or other persons, or who otherwise do not hold their common shares in their own name (referred to herein as “ Beneficial Shareholders ”) should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by registered shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of Targa. Such Common Shares will more likely be registered under the names of intermediaries. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depositary for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders – those who object to their name being made known to the issuers of securities which they own (called “ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “ NOBOs ” for Non-Objecting Beneficial Owners).

Non-Objecting Beneficial Owners

Targa is taking advantage of the provisions of NI 54-101 that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF from the Company’s transfer agent, Odyssey Trust Company. The VIF is to be completed and returned to Odyssey Trust Company as set out in the instructions provided on the VIF. Odyssey Trust Company will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

These securityholder materials are being sent to both registered and non-registered owners of the securities of Targa. If you are a non-registered owner, and Targa or its agent has sent these materials directly to you, your name, address and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf. By choosing to send these materials to you

directly, Targa (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that was sent to you.

Objecting Beneficial Owners

Beneficial Shareholders, who are OBOs, should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

Targa does not intend to pay for intermediaries to deliver to OBOs the meeting materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary. An OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

The form of proxy supplied to you by your broker will be similar to the proxy provided to registered holders of Common Shares. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by Targa. The VIF will name the same persons as the Company’s proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting and that person maybe you. To exercise this right, insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting and the appointment of any shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted or to have an alternate representative duly appointed to attend the Meeting and vote your Common Shares at the Meeting.

Notice to Targa Securityholders in the United States

The solicitation of proxies involves securities of an issuer located in Canada and are being affected in accordance with the corporate laws of the Province of British Columbia, Canada and securities laws of the provinces of Canada. The proxy solicitation rules under the U.S. Exchange Act are not applicable to Targa or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Targa Securityholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Targa Securityholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that Targa is existing under the Business Corporations Act, certain of its directors and its executive officers are residents of Canada and a substantial portion of its assets and the assets of such persons are located outside the United States. Securityholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

Revocation of Proxy

In addition to revocation in any other manner permitted by law, a registered Shareholder who has given a proxy may revoke it by executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the registered holder of Common Shares or the authorized attorney thereof in writing, or, if the registered holder of Common Shares is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Odyssey Trust Company, at United Kingdom Building, 350 – 409 Granville Street, Vancouver, B.C. V6C 1T2, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairperson of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or a revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

NOTICE-AND-ACCESS

National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations allow for the use of the notice and access system for the delivery to shareholders of certain materials, including notice of meeting, management information circular, annual financial statements and management’s discussion and analysis (collectively, the “ Meeting Materials ”) by reporting issuers.

Under the notice and access system, reporting issuers are permitted to deliver the Meeting Materials by posting them on SEDAR+ at www.sedarplus.ca as well as a website other than SEDAR+ and sending a notice package to shareholders that includes: (i) the relevant form of proxy or voting instruction form; (ii) basic information about the meeting and the matters to be voted on; (iii) instructions on how to obtain a paper copy of the Meeting Materials; and (iv) a plain language explanation of how the notice and access system operates and how the Meeting Materials can be accessed online.

As described in the Notice and Access Notification to be mailed to the Shareholders of the Company on or about November 10, 2023, the Company has elected to deliver its Meeting Materials to Beneficial Holders using the notice and access system. These Beneficial Shareholders will receive a notice and access notification which will contain the prescribed information. Registered Shareholders and those Beneficial Holders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials with the notice package.

The Company intends to pay for proximate intermediaries to deliver Meeting Materials and Form 54-101F7 (the request for voting instructions) to “objecting beneficial owners”, in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The authorized share capital of the Company is an unlimited amount of Common Shares. As at the date of this Information Circular, the outstanding shares of the Company are 61,413,837 Common Shares.

Shareholders registered as of October 27, 2023, are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting must, to entitle the person appointed by the Proxy to attend and vote, deliver their Proxies at the place and within the time set forth in the notes to the Proxy.

To the knowledge of the directors and senior officers of the Company, no persons beneficially own, or controls or directs, directly or indirectly, more than 10% of the outstanding shares.

FINANCIAL STATEMENTS

The audited financial statements of the Company for the year ended March 31, 2023, together with the auditor’s report on those statements and Management Discussion and Analysis, will be presented to the shareholders at the Meeting.

FIXING THE NUMBER OF DIRECTORS

Shareholders of Targa will be asked to consider and, if thought appropriate, to approve and adopt an ordinary resolution fixing the number of directors at five (5).

ELECTION OF DIRECTORS

A shareholder can vote for all of the above nominees, vote for some of the below nominees and withhold for other of the below nominees or withhold for all of the below nominees. Unless otherwise instructed, the named proxyholders will vote FOR the election of each of the proposed nominees set forth below as directors of Targa.

The directors of Targa are elected annually and hold office until the next annual general meeting of the shareholders or until their successors are elected or appointed. Management of Targa proposes to nominate the persons listed below for election as directors of Targa to serve until their successors are elected or appointed. In the absence of instructions

to the contrary, Proxies given pursuant to the solicitation by management of Targa will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

The following tables set forth profiles of the five (5) individuals who are nominated by management for election as directors, including the positions and offices with Targa now held by each nominee, the business experience over the last five (5) years of each nominee, the period during which each nominee has served as a director, and the number of securities of the Targa (including Common Shares and options to purchase Common Shares through stock options (“ Options ”) and share purchase warrants (“ Warrants ”), beneficially owned, or controlled or directed, directly or indirectly, by each nominee as at the date of this Circular. The information as to securities beneficially owned, or controlled or directed, directly or indirectly, by each nominee has been furnished by the respective proposed nominees individually.

The Board has determined that three (3) of the five (5) individuals nominated for election as a director at the Meeting are independent. The non-independent members of the Board are Cameron Tymstra who is Chief Executive Officer of the Company and Andrew Rockandel who is Executive Director of the Company.

All of the members of the Human Resources & Compensation Committee and the Audit Committee are independent directors. The Corporate Governance & Nominating Committee is made up of a majority of independent members. For more information on the Company’s independence standards and assessments, see the section of this Circular entitled “Corporate Governance Disclosure”. In addition, a description of the role of the Board is included in the section of this Circular entitled “Corporate Governance Disclosure – Mandate of the Board”.

KARLENE COLLIER	KARLENE COLLIER	KARLENE COLLIER
Director Since:September 1, 2020 Independent Residence:British Columbia, Canada Age:37	Ms. Karlene Collier is a current director of Targa Exploration Corp. Ms. Collier also is a Director of Vizsla Copper Corp. and TinOne Resources Inc. and serves as a Director for Baltic I Acquisition Corp. Ms. Collier has 15 years of experience in capital markets and M&A. She scaled the first publicly listed cryptocurrency company in Canada with a market capitalization of over $1.7B. Ms. Collier also serves as Vice-President of Operations at Inventa Capital where she has used her experience in the natural resource sector to manage and scale a portfolio of companies. Karlene has her board certification from Corporate Directors International LLC, USA. Her designation, CDI.D, recognizes her as a qualified corporate board candidate for a public or private board.
Board Committee Membership
Audit & Risk Committee Human Resources & Compensation Committee (Chair) Corporate Governance & Nominating Committee(Chair)
Securities beneficially owned, or controlled or directed, directly or indirectly
Security	Number	% of Ownership
Common Shares Stock Options Warrants	1,500 275,000 -	<1% <1% -
Total	276,500	<1%

MAHESH LIYANAGE

==> picture [93 x 93] intentionally omitted <==

Director Since: November 15, 2020

Independent

Residence: British Columbia, Canada Age: 51

Mr. Mahesh Liyanage is a current director of Targa Exploration Corp.

Mr. Liyanage is a seasoned, organized, and responsible Chartered Professional Accountant with more than 20 years of experience across diverse industries. Special strengths in Canadian public company reporting and regulatory compliance, business spinoffs/mergers and acquisitions, treasury management, Canadian and US tax compliance. He has many years of experience with Mexican mining companies and specializes in helping Canadian companies achieve optimal operations in Mexico. He was most recently with Evrim/Orogen and in the past he had worked with the Manex Resource Group.

Board Committee Membership

Audit & Risk Committee (Chair) Human Resources & Compensation Committee

Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly
Security	Number	% of Ownership
Common Shares	25,000		<1%
Stock Options	275,000		<1%
Warrants	212,500		<1%
Total	512,500		<1%

CAMERON TYMSTRA

==> picture [82 x 101] intentionally omitted <==

New Nominee

Non-Independent

Mr. Cameron Tymstra is a current CEO of Targa Exploration Corp.

Mr. Tymstra has over 15 years of mining industry experience managing projects in Canada, the U.S., and Latin America. He previously held the role of Chief Operations Officer of Latin American Minerals and is currently the President and CEO of CSE-listed Tarachi Gold. Cameron graduated from the University of Toronto with a degree in Mining Engineering and holds a Master’s in Mining Management from the South Dakota School of Mines.

Residence: Ontario, Canada Age: 37

Board Committee Membership

None

Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly
Security	Number	% of Ownership
Common Shares	710,000		1.16%
Stock Options	1,000,000		1.63%
Warrants	-		-
Total	1,710,000		2.79%

ANDREW ROCKANDEL

==> picture [78 x 114] intentionally omitted <==

Mr. Andrew Rockandel is a current executive director of Targa Exploration Corp.

Mr. Rockandel is an accomplished entrepreneur whose four decades of business experience span mineral resources, renewable energy, forestry, and specialized chemicals. Involved in the junior mining market for over 25 years, he has helped found multiple junior companies, bringing together management teams, assets, and financing.

Director Since: October 3, 2023

Non-Independent (Executive Director) Residence: British Columbia, Canada Age: 62

Board Committee Membership

None

Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly
Security	Number	% of Ownership
Common Shares	-		-
Stock Options	-		-
Warrants	-		-
Total	-		-

JIM PATERSON

==> picture [89 x 108] intentionally omitted <==

New Nominee* Independent

Residence: South Carolina, USA Age: 50

Board Committee Membership

None

Mr. Paterson is being nominated to be a director of Targa Exploration Corp. and is currently, a Director of K2 Gold, Latitude Uranium, and Gold Basin Resources.

Mr. Paterson is a co-founder and principal of Discovery Group and has 25 years of executive leadership experience in the mining industry, including capital raises, acquisitions, joint-ventures, spinouts, and RTOs and IPOs. He was a driving force behind $80 million in equity financing for ValOre Metals, which led to multiple discoveries at the Pedra Branca PGE project. He was a director of Kaminak Gold Corp. (acquired by Goldcorp), Northern Empire Resources Corp. (acquired by Coeur Mining) and Great Bear Royalties (acquired by Royal Gold). He founded Corsa Capital in 2007, and a 2010 transaction created an industry-leading metallurgical coal producer with a C$250M marketing capitalization.

Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly	Securities beneficially owned, or controlled or directed, directly or indirectly
Security	Number	% of Ownership
Common Shares	-		-
Stock Options	-		-
Warrants	-		-
Total	-		-

Corporate Cease Trade Orders or Bankruptcies

Other than as disclosed below, to the knowledge of the Company, no director or proposed director of Targa is, or within the ten years prior to the date of this Information Circular has been, a director or executive officer of any company, including Targa, that while that person was acting in that capacity:

(a) was the subject of a cease trade order or similar order or an order that denied Targa access to any exemption under securities legislation for a period of more than 30 consecutive days; or
(b) was subject to an event that resulted, after the director ceased to be a director or executive officer of Targa being the subject of a cease trade order or similar order or an order that denied the relevant company access to any exemption under securities legislation, for a period of more than 30 consecutive days; or
(c) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Mahesh Liyanage was the Chief Financial Officer of Synodon Inc. from March 1, 2016, to November 17, 2016. On November 30, 2016, a Receiver was appointed under the Bankruptcy and Insolvency Act (Canada) pursuant to a Court Order of the Court of Queen’s Bench of Alberta and on May 8, 2017, Synodon Inc. was cease traded by the Alberta Securities Commission. The cease trade order has not yet been revoked.

Individual Bankruptcies

To the knowledge of Management , no director or proposed director of Targa has, within the ten years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

None of the proposed directors have been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority, has entered into a settlement agreement with a securities regulatory authority or has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable security holder making a decision about whether to vote for the proposed director.

CORPORATE GOVERNANCE DISCLOSURE

National Instrument 58-101, Disclosure of Corporate Governance Practices , requires all reporting issuers to provide certain annual disclosure of their corporate governance practices with respect to the corporate governance guidelines (the “ Guidelines ”) adopted in National Policy 58-201. These Guidelines are not prescriptive but have been used by Targa in adopting its corporate governance practices. The Company’s approach to corporate governance is set out below.

Governance Highlights

Governance Element	Targa Current Practice
Board size	5 directors
Board independence	3 directors are independent
Independent committees	Audit and Risk Committee_(fully independent) Human Resources & Compensation Committee(fully independent) Corporate Governance & Nominating Committee(fully independent)_

Governance Element	Targa Current Practice
Independent board and committee meetings	Unless otherwise determined by the Board, independent directors hold in-camera sessions at the conclusion of all regularly scheduled Board and committee meetings
Votingstandard for board elections	Annuallybya majorityof votes cast.
Annual board assessments	Not currently.

The Board is responsible for corporate governance and establishes the overall policies and standards of the Company. The Board meets on a regularly scheduled basis. In addition to these meetings, the directors are kept informed of the Company’s operations through discussions with management.

The Company has adopted the following comprehensive corporate governance policies and charters:

Audit & Risk Committee Charter
Human Resources & Compensation Committee Charter
Corporate Governance & Nominating Committee Charter
Expectation of Directors Charter
Board of Directors Charter
Code of Business Conduct and Ethics
Anti-Bribery and Anti-Corruption Policy
Environmental HS Human Rights Policy
Disclosure & Insider Trading Policy
Majority Voting Policy
Whistleblower Policy

Please visit our Corporate Governance Page on our website to access and view all corporate governance materials.

Mandate of the Board

The Directors are responsible for fostering the short and long-term success of the Company and is accountable to the Company’s shareholders. The Directors are also responsible for the management and supervising management of the Company’s business and affairs. The Board has adopted a Board Mandate that can be accessed by visiting the Company’s Corporate Governance Page on the Company’s website. The Board Mandate requires compliance from each Director and the following is a summary of the Board Mandate:

managing the affairs of the Board that include delegating certain of its authorities, including spending authorization to management and by reserving certain powers to itself; overseeing management and succession planning;
adopting and reviewing a strategic planning process for the Company;
approving annual budgets;
overseeing the integrity of the Company’s internal financial controls; and
identify the principal risks and opportunities of the Company’s business and ensure the implementation of appropriate systems to manage these risks.

In-Camera Sessions

The independent directors meet with the non-independent directors and management at regularly scheduled Board meetings. They can also choose to meet in-camera (privately) at any Board meeting or can hold a separate meeting of only independent directors. In addition, the Audit Committee holds in-camera sessions with our auditors or amongst themselves at each Board meeting, and other Board committees hold in-camera sessions as required.

Composition and Independence of the Board

The Guidelines suggest that the board of directors of every reporting issuer should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect Material Relationship with Targa.

The Board is proposing five (5) individuals to the Board, three (3) of whom are current directors of Targa. Mr. Cameron Tymstra and Mr. Jim Paterson are currently not directors of Targa. The independent nominees are Mr. Mahesh Liyanage, Ms. Karlene Collier and Mr. Jim Paterson. The non-independent nominees are Mr. Cameron Tymstra, who is the Company’s CEO and Mr. Andrew Rockandel, who is an executive director of the Company.

Other Directorships

The following directors of Targa are also directors of other reporting issuers:

Name of Director	Names of Other Reporting Issuers	Exchange	Director Since
Karlene Collier	Vizsla Copper Corp. TinOne Resources Inc. Baltic 1 Acquisition Corp.	TSX-V, OTCQB TSX-V, OTCQB TSX-V	May 13, 2021 Dec. 23, 2021 May3, 2021
Jim Paterson	Gotham Resource Corp. Gold Basin Resources Corporation K2 Gold Corporation Latitude Uranium Inc. ValOre Metals Corp.	TSXV TSXV, OTCQB TSXV CSE, OTCQB TSXV	Aug. 18, 2021 Jan. 9, 2023 Apr. 4, 2022 Jun. 19, 2023 Jul. 4, 2008

Other Board Committees

The Board established three committees. These include an Audit & Risk Committee (“ Audit Committee ”), a Human Resources & Compensation Committee (“ Compensation Committee ”) and a Corporate Governance & Nominating Committee (“ Corporate Governance Committee ”).

Audit Committee

Targa is a venture issuer and must disclose the following regarding the Audit & Risk Committee.

Composition

The composition of the Audit Committee consists of the following three members; Mr. Mahesh Liyanage (Chair), Ms. Karlene Collier and Mr. Jon Ward. Mr. Jon Ward does not meet the requirements of an independent director so he will be replaced by Mr. Jim Paterson if Mr. Paterson is elected.

National Instrument 52-110 Audit Committees , (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect Material Relationship with Targa, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements. All of the members of the Company’s audit and risk committee are financially literate as that term is defined. The below sets out the members of the audit and risk committee and their education and experience that is relevant to the performance of his responsibilities as an audit and risk committee member.

Charter

The Audit and Risk Committee’s charter is attached as Appendix “A” to this Information Circular and it can also be

accessed by visiting the Company’s Corporate Governance Page on the Company’s website.

Relevant Education and Experience

All proposed members of the Audit and Risk Committee have the ability to read, analyze and understand the complexities surrounding the issuance of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements, and have an understanding of internal controls.

In addition to each member's general business experience, the education and experience of each proposed Audit and Risk Committee member that is relevant to the performance of his/her responsibilities as an Audit and Risk Committee member is as follows:

Mahesh Liyanage – Mr. Liyanage is a seasoned, organized, and responsible Chartered Professional Accountant with more than 20 years of experience across diverse industries. Special strengths in Canadian public company reporting and regulatory compliance, business spin-offs/mergers and acquisitions, treasury management, Canadian and US tax compliance. He has many years of experience with Mexican mining companies and specializes in helping Canadian companies achieve optimal operations in Mexico. He was most recently with Evrim/Orogen and in the past he had worked with the Manex Resource Group. Based on his business experience, Mr. Liyanage is financially literate.

Karlene Collier – Ms. Collier is an accomplished leader with over 15 years of industry experience in capital markets, mergers and acquisitions and publicly listed companies trading on the Toronto Stock Exchange Venture, Canadian Securities Exchange and in the U.S. markets. Her experience in the junior mining sector in public markets qualify her to sit on a public company board in the resource sector, including risk, finance, compensation, and nominating and governance committees. Ms. Collier is an accomplished leader with 15 years experience as a financial expert in capital markets, mergers and acquisitions and publicly listed companies listed on the TSX-V, Canadian Securities Exchange and in the U.S. markets, focused on the natural resource sector. Scaled the first publicly listed cryptocurrency company in Canada with a market cap of over $200M. She has guided start-up companies from private to publicly listed entities, including leading management through the regulatory landscape, managed private placements and brokered led financings for up to $30M and raised $60M total capital in 2020 for a portfolio of companies. Ms. Collier is an expert in overseeing business operations located both locally and internationally; leading operations in five different countries. Based on her business experience, Ms. Collier is financially literate.

Jim Paterson – Mr. Paterson is a co-founder and principal of Discovery Group and has 25 years of executive leadership experience in the mining industry, including performing the role of Chair of the audit committees of several TSX-Venture listed companies. Based on his business experience, Mr. Paterson is financially literate.

Audit Committee Oversight

Since the commencement of the Company’s most recently completed financial year, the audit and risk committee of Targa has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company’s most recently completed financial year, Targa has not relied on:

(a) the exemption in section 2.4 ( De Minimis Non-audit Services ) of NI 52-110; or
(b) an exemption from NI 52-110, in whole or in part, granted under Part 8 ( Exemptions ).

Pre-Approval Policies and Procedures

The audit and risk committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The following sets forth the fees paid by Targa and its subsidiaries to DeVisser Gray LLP, Chartered Professional Accountants, for services rendered in the last two fiscal years:

	2023 $	2022 $
Audit Fees1	14,000	14,000
Audit Related Fees2	-	-
Tax Fees3	-	-
All Other Fees4	-	-
Total	14,000	14,000

Exemption in Section 6.1

Targa is a “venture issuer” as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 ( Composition of Audit Committee ) and 5 ( Reporting Obligations ).

Compensation Committee

Composition

The Compensation Committee consists of the following two members who are independent Directors of Targa: Ms. Karlene Collier (Chair) and Mr. Mahesh Liyanage. If Mr. Jim Paterson is elected, he will join the Compensation Committee.

Charter

The Compensation Committee follows the mandate of the Human Resources & Compensation Committee Charter that can be accessed by visiting the Company’s Corporate Governance Page on the Company’s website.

The Compensation Committee is responsible for assisting the Board in discharging the Board's oversight responsibilities relating to the attraction, compensation, evaluation and retention of key senior executive officers with the skills and expertise needed to enable the Company to achieve its goals and strategies at fair and competitive compensation and appropriate performance incentives. The Compensation Committee shall to the best of its ability, knowledge and acting reasonably, meet all applicable legal, regulatory and listing requirements, including, without limitation, those of any stock exchange on which the Company's shares are listed, the Canada Business Corporations Act and all applicable securities regulatory authorities.

Corporate Governance & Nominating Committee

Composition

The Corporate Governance Committee consists of the following two Directors; Mr. Jon Ward and Ms. Karlene Collier. If Mr. Jim Paterson is elected, he will replace Mr. Ward on the Corporate Governance Committee as the Chair the Corporate Governance Committee and all members of the Corporate Governance Committee will be independent.

1 “Audit fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements; fees for review of tax provisions; accounting consultations on matters reflected in the financial statements; and, audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

2 “Audited related fees” include services that are traditionally performed by the auditor such as employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

3 “Tax fees” includes fees for all tax services other than those included in “Audit fees” and “Audit related fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4 “All other fees” include all other non-audit services.

Charter

The Corporate Governance Committee follows the mandate of the Corporate Governance Committee Charter that can be accessed by visiting the Company’s Corporate Governance Page on the Company’s website.

The Corporate Governance Committee is responsible for assisting the Board in fulfilling its corporate governance responsibilities. The overall purpose of the Corporate Governance Committee is (i) to oversee the development framework of rules and practices for the Company’s approach to matters of corporate governance, (ii) assess the directors on an on-going basis, and (iii) to identify and propose new qualified nominees to the Board and to review and make recommendations to the Board as to all such matters.

Orientation and Continuing Education

The Board of Directors provides an overview of the Company’s business activities, systems and business plan to all new directors. New director candidates have free access to any of the Company’s records, employees or senior management in order to conduct their own due diligence and will be briefed on the strategic plans-, short-, mediumand long-term corporate objectives, business risks and mitigation strategies, corporate governance guidelines and existing policies of the Company.

Ethical Business Conduct

The Board has adopted the Code of Business Conduct and Ethics (the “ Code ”) for the Company’s employees, directors, officers and consultants that can be accessed by visiting the Company’s Corporate Governance Page on the Company’s website.

The Code is designed to deter wrongdoings and to promote honest and ethical conduct, the avoidance of conflicts of interest, accurate and timely disclosure, compliance with applicable governmental laws, rules and regulations and the prompt internal reporting to an appropriate person(s) of violations of this Code.

The Board delegates the communication of the Code to employees, officers and consultants who will be expected to encourage and promote a culture of ethical business conduct.

Nomination of Directors

The Board considers its size each year when it considers the number of Directors to recommend to the Shareholders for election at the annual meeting of Shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

When directorships become vacant, or it is anticipated that they will be vacated, the Corporate Governance Committee is responsible for identifying and recommending suitable candidates to be directors to the Board. Merit, performance, experience and diversity are the foremost criteria considered when new directors are considered for appointment to the Board.

Compensation

The Board reviews adequacy and form of compensation and compares it to other companies of similar size and stage of development.

Assessments

The Nominating & Corporate Governance Committee annually reviews the performance and effectiveness of the Board as well as the effectiveness and performance of any committees. Effectiveness is subjectively measured by comparing actual corporate results with stated objectives.

APPOINTMENT OF AUDITOR

Management of the Targa intends to nominate DeVisser Gray LLP (“ DeVisser Gray ”), of Vancouver, British

Columbia, for appointment as auditor of Targa. Proxies given pursuant to this solicitation will, on any poll, be voted as directed and, if there is no direction, for the appointment of DeVisser Gray, as the auditor of Targa to hold office for the ensuing year with remuneration to be fixed by the directors.

CONFIRMING STOCK OPTION PLAN

Targa is seeking shareholder approval of its “rolling” stock option plan (the “ Stock Option Plan ”) which was originally adopted by it the board of directors (the “ Board ”) on April 14, 2022, which is being presented for approval by Shareholders at the Company’s first Annual General Meeting on October 2, 2023. There are currently 3,575,000 stock options outstanding under the Stock Option Plan representing 5.85% of the current outstanding Common Shares. The full plan is attached as Appendix B.

The purpose of the Stock Option Plan is to provide Targa with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the long-term goals of Targa, and to encourage such individuals to acquire Shares of Targa as long-term investments.

The maximum number of Common Shares issuable under the Stock Option Plan, together with the number of Common Shares issuable under outstanding options granted otherwise than under the Stock Option Plan, shall not exceed 10% of the Common Shares outstanding from time to time. As of the date of this Information Circular, Targa was eligible to grant up to 2,536,237 options under its Stock Option Plan.

Terms of the Stock Option Plan

The following is a summary of the key terms of the Stock Option Plan:

Options may be granted under the Stock Option Plan to such service providers of Targa, if any, as the Board may from time to time designate.
The exercise price shall be that price per share, as determined by the Board in its sole discretion as of the award date, at which an option holder may purchase a share upon the exercise of an option and shall not be less than the last closing price of the Targa’s shares traded through the facilities of the Exchange prior to the grant of the option, or such other price as may be required by the Exchange.
The Board will not grant options: (a) to any one person in any 12-month period which could, when exercised, result in the issuance of common shares exceeding five percent (5%) of the issued and outstanding common shares unless Targa has obtained the requisite disinterested shareholder approval to the grant.

Shareholders will be asked to pass the following resolution:

“BE IT RESOLVED THAT:

1. the Company’s “rolling” stock option plan (the “Plan”) as described in the Company’s information circular dated October 27, 2023, be and is hereby approved, and that in connection therewith a maximum of 10% of the issued and outstanding common shares at the time of each grant be approved for granting as options;

2. the Board of Directors of the Company be authorized in its absolute discretion to administer the Plan, and amend or modify the Plan in accordance with its terms and conditions and with the policies of the Canadian Securities Exchange (CSE);

3. all unallocated entitlements under the Plan be approved, and the Company has the ability to continue granting options under the Plan until December 11, 2026, which is the date that is three (3) years from the date at which shareholder approval is being sought; and

4. any one or more director(s) or officer(s) of the Company be authorized and directed to do all acts and things and to execute and deliver all documents required, as in the opinion of such director or officer may be necessary or appropriate in order to give effect to this resolution.”

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

For the purposes of this section, “ named executive officer ” or “ NEO ” means each of the following individuals:

the Chief Executive Officer (“ CEO ”);
the Chief Financial Officer (“ CFO ”); and
each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year.

The NEO’s for year-ended March 31, 2023, are:

Jon Ward - Former Chief Executive Officer, President Dilshan Anthony - Chief Financial Officer

Subsequent to the year ended March 31, 2023, Mr. Ward resigned as Chief Executive Officer and President of the Company on May 19, 2023, and the Company appointed Cameron Tymstra. Mr. Ward currently acts VP, Corporate Development.

Compensation for NEOs and Directors

The following table of compensation, excluding options and compensation securities, provides a summary of the compensation paid by the Company to each NEO and Director of the Company, current or former, and for any individual that earned more than $150,000 in total compensation for the completed financial year ended March 31, 2023, and March 31, 2022.

Name and Position	Year (7)	Salary, consulting fee ($)	Bonus ($)	Committee or meeting fees ($)	Other compensation ($)	Total compensation ($)
Jon Ward(1) VP Corporate Development, Director (Former President and CEO)	2023 2022	35,000 11,000	Nil Nil	Nil Nil	Nil Nil	35,000 11,000
Dilshan Anthony(2) CFO	2023 2022	11,000 Nil	Nil Nil	Nil Nil	Nil Nil	11,000 Nil
Karlene Collier(3) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil
Mahesh Liyanage(4) Director	2023 2022	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1) Jon Ward was CEO and President up to May 19, 2023 and was replaced by Cameron Tymstra. Mr. Ward is now VP of Corporate Development and has been a Director since October 15, 2020.

(2) Dilshan Anthony has been CFO since January 15, 2021.

(3) Karlene Collier has been a Director since September 1, 2020.

(4) Mahesh Liyanage has been a Director since November 15, 2020.

Stock options and other compensation securities

The following table of compensation securities provides a summary of all compensation securities granted or issued by the Company to each NEO and Director of the Company, current and former, and for any individual that earned more than $150,000 in total compensation for the financial year ended March 31, 2023, for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries:

Name and position	Type of security	Number of securities	Grant Date (1)	Exercise price ($)	Closing price on date of grant ($)	Closing price at year end ($)	Expiry date
Jon Ward(4) Director and VP Corporate Development (former President & CEO)	Option Option	500,000 300,000	14-Apr-2022 13-Jun-2023	$0.10 $0.44	$0.10 $0.44	$0.36	14-Apr-2027 13-Jun-2028
Dilshan Anthony(2) CFO	Option Option	250,000 75,000	14-Apr-2022 13-Jun-2023	$0.10 $0.44	$0.10 $0.44	$0.36	14-Apr-2027 13-Jun-2028
Karlene Collier(3) Director	Option Option	175,000 100,000	14-Apr-2022 13-Jun-2023	$0.10 $0.44	$0.10 $0.44	$0.36	14-Apr-2027 13-Jun-2028
Mahesh Liyanage (5) Director	Option Option	175,000 100,000	14-Apr-2022 13-Jun-2023	$0.10 $0.44	$0.10 $0.44	$0.36	14-Apr-2027 13-Jun-2028

(1) Options granted on April 14, 2022 and June 13, 2023 vested immediately.

(2) On March 31, 2023, Dilshan Anthony held a total of 325,000 stock options.

(3) On March 31, 2023, Karlene Collier held a total of 275,000 stock options.

(4) On March 31, 2023, Jon Ward held a total of 800,000 stock options. Mr. Ward resigned as President and CEO and was appointed VP, Corporate Development of the Company on May 19, 2023.

(5) On March 31, 2023, Mahesh Liyanage held a total of 275,000 stock options.

Exercise of Compensation Securities by Directors and NEO’s

No compensation securities were exercised by any Director or NEO during the most recently completed financial year.

Stock Option Plans and Other Incentive Plans

Effective April 14, 2022, the Board adopted the Stock Option Plan, which Stock Option Plan was drafted in accordance with the latest policies and rules of the Canadian Securities Exchange (“ CSE ”).

The purpose of the Stock Option Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified employees, directors, officers, consultants and employees of a person or company which provides management services to the Company or its associated, affiliated, controlled and subsidiary companies (the “ Participants ”) and to grant such Participants stock options to acquire up to 10% of the Company’s issued and outstanding common shares of the Company (“ Common Shares ”) from time to time. This is a “rolling” plan as the number of shares reserved for issuance pursuant to the grant of stock options will increase as the Company’s issued and outstanding share capital increases. The Stock Option Plan provides that the directors of the Company may grant options to purchase Common Shares on terms that the directors may determine, within the limitations of the Stock Option Plan. The exercise price of an option issued under the Stock Option Plan is determined by the directors but may not be less than the closing market price of the Common Shares on the day preceding the date of granting of the option less any available discount, in accordance with CSE Policies. No option may be granted for a term longer than

ten years. An option may expire on such earlier date or dates as may be fixed by the Board, subject to earlier termination in the event the optionee ceases to be eligible under the Stock Option Plan by reason of death, retirement or otherwise.

The Stock Option Plan provides for the following restrictions: (i) no Participant may be granted an option if that option would result in the total number of stock options granted to the Participant in the previous 12 months, exceeding 5% of the issued and outstanding Common Shares unless the Company has obtained disinterested shareholder approval in accordance with CSE Policies; (ii) the aggregate number of options granted to Participants conducting Investor Relations Activities (as defined in CSE Policies) in any 12 month period must not exceed 1% of the issued and outstanding Common Shares, calculated at the time of grant; and (iii) the aggregate number of options granted to any one consultant in any 12 month period must not exceed 2% of the issued and outstanding Common Shares, calculated at the time of grant.

In addition, options granted to consultants conducting Investor Relations Activities (as defined in CSE Policies) will vest over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting or such longer vesting.

Employment, consulting and management agreements

The Company entered into an employment agreement with Cameron Tymstra, effective June 1, 2023 for services as CEO. Pursuant to the terms of the employment agreement, the Company has agreed to pay Mr. Tymstra a base salary of $135,000. The agreement is for an indefinite term. Mr. Tymstra may resign by giving the Company 90 days’ notice in which he shall not be entitled to any severance payment but shall be entitled to receive all annual salary earned to and including the last written notice day together with any final expenses. The Company may terminate without cause by complying with only the applicable minimum requirements of the applicable employment standards legislation in respect of the termination of the Mr. Tymstra. In the event of termination after a change of control without cause within 12 months after the change of control, the Company shall provide Mr. Tymstra with a lump sum amount equivalent to the number of months of the aggregate of his annual salary and a lump sum equal to the highest monthly bonus multiplied by the number of completed months in the current fiscal year up to the termination date.

The Company entered into an executive consulting agreement with Dilshan Consulting Inc., effective May 1, 2022 for Dilshan Anthony’s services as CFO. Pursuant to the terms of the agreement, the Company has agreed to pay Mr. Anthony a monthly fee of $1,000. The agreement is for a period of one year and will automatically renew for successive year-long periods. Mr. Anthony may resign by giving the Company 1 months’ notice in which he shall not be entitled to any severance payment but shall be entitled to receive all annual salary earned to and including the last written notice day together with any final expenses. The Company may terminate without cause at any time by giving 12 months written notice or payment in lieu in thereof, as part of the final wages. Severance shall be payable and will consist of final wages.

The Company entered into an executive consulting agreement with Jon Ward, effective May 1, 2021 and amended on October 1, 2022 for services as CEO originally and now VP Corporate Development. Pursuant to the terms of the agreement, the Company has agreed to pay Mr. Ward a monthly fee of $4,000. The agreement is for a period of one year and will automatically renew for successive year-long periods. Mr. Ward may resign by giving the Company 1 months’ notice in which he shall not be entitled to any severance payment but shall be entitled to receive all annual salary earned to and including the last written notice day together with any final expenses. The Company may terminate without cause at any time by giving 3 months written notice or payment in lieu in thereof, as part of the final wages. Severance shall be payable and will consist of final wages.

Oversight and description of director and named executive officer compensation

The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.

Independent Directors receive no cash compensation at this time and are eligible to participate in the Stock Option Plan.

Option-Based Awards

The Stock Option Plan has been and will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. In determining the number of options to be granted to the executive officers, the Board considers the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the CSE and closely align the interests of the executive officers with the interests of shareholders.

The directors and officers of the Company from time to time may be granted incentive stock options in accordance with the policies of the CSE and pursuant to the Stock Option Plan.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

As of the end of the Targa’s most recently completed financial year with respect to compensation plans under which equity securities of the Company are authorized for issuances, aggregated as follows:

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights $	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved byShareholders	1,425,000	$0.10	3,053,063
Equity compensation plans not approved byShareholders	-	-	-
Total	1,425,000	$0.10	3,053,063

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As at the date of this Information Circular and at all times since, no executive officer, director, employee or former executive officer, director or employee of Targa or any of its subsidiaries is or has been indebted to Targa, or any of its subsidiaries, nor are or have any of these individuals been indebted to another entity, which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by Targa, or its subsidiaries.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of Targa or any proposed nominee of management of Targa for election as a director of Targa, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, since the beginning of the Company’s last financial year in matters to be acted upon at the Meeting, other than the election of directors, the appointment of auditors and the confirmation of the Stock Option Plan.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

None of the directors or executive officers of Targa, proposed nominee for election as a director of Targa, persons beneficially owning, directly or indirectly, shares carrying more than 10% of the voting rights attached to all outstanding shares of Targa nor any associate or affiliate of the foregoing persons has any material interest, direct or indirect, in any transaction since the commencement of the Company’s last completed financial year or in any proposed transaction which has or will materially affect Targa, as disclosed in the Company’s audited financial statements and Management’s Discussion & Analysis for the last financial year.

MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of Targa which are to any substantial degree performed by a person or company other than the directors or NEOs of Targa.

ADDITIONAL INFORMATION

Additional information relating to Targa including audited comparative financial statements and Management’s Discussion and Analysis for the year ended March 31, 2023 is available on SEDAR+ and upon request from Targa at Suite 1723, 595 Burrard Street, Vancouver, British Columbia, V7X 1L4, telephone no.: 604-355-0303 or email: [email protected]. Copies of documents referred to above will be provided, upon request, free of charge to security holders of Targa. Targa may require the payment of a reasonable charge from any person or company who is not a security holder of Targa, who requests a copy of any such document.

OTHER BUSINESS

Management is not aware of any matters to come before the Meeting other than those set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the Proxy to vote the Common Shares represented thereby in accordance with their best judgment on such matter.

APPROVAL OF BOARD

The contents and the sending of this Information Circular have been approved by the Board.

DATED at Vancouver, British Columbia, on October 27, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

“ Cameron Tymstra ”

Cameron Tymstra President and Chief Executive Officer

APPENDIX A AUDIT AND RISK COMMITTEE CHARTER

ARTICLE 1

PURPOSE

1.1 The Audit and Risk Committee (the “Committee”) of the Board of Directors (the “Board”) of Targa Exploration Corp. (the “Company”) shall assist the Board in fulfilling its financial oversight responsibilities. The overall purpose of the Committee is (i) to ensure that the Company’s management has designed and implemented an effective system of internal financial controls, (ii) to review and report on the integrity of the consolidated financial statements and related financial disclosure of the Company, (iii) to review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, taxation matters and disclosure of financial information, and (iv) to oversee the external auditor’s qualification and independence and the performance of the external auditors. In performing its duties, the Committee will maintain effective working relationships with the Board, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each member of the Committee will obtain an understanding of the responsibilities of the Committee membership as well as the Company’s business, its operations and related risks.

ARTICLE 2

COMPOSITION, PROCEDURE, AND ORGANIZATION

2.1 The Committee shall consist of at least three members of the Board (each a “Committee Member” or “Member”). Each Committee Member shall be an “independent director” as determined in accordance with applicable legal requirements for audit committee service, including the requirements of the National Instrument 52-110 of the Canadian Securities Administrators (“NI 52-110”) and Rule 10A-3(b) of the U.S. Securities Exchange Act of 1934 (as amended, the “Exchange Act”), as such rules are revised, updated or replaced from time to time.

2.2 If, a Member ceases to be independent for reasons outside the member’s reasonable control, the member is exempt from the requirements in NI 52-110 or Rule 10A-3(b) of the Exchange Act for a period ending on the later of:

a) the next annual meeting of the issuer; and

b) the date that is six months from the occurrence of the event which caused the member to not be independent.

2.3 All members of the Committee shall, to the satisfaction of the Board, be “financially literate”, and at least one member shall have accounting or related financial management expertise to qualify as a “financial expert” in accordance with applicable legal requirements, including the requirements of NI 52-1101 and the Exchange Act, as revised, updated or replaced from time to time.

2.4 The Board, at its organizational meeting held in conjunction with each annual general meeting of the shareholders, shall appoint the members of the Committee for the ensuing year. The Board may at any time remove or replace any member of the Committee and may fill any vacancy in the Committee.

2.5 Unless the Board shall have appointed a Chair of the Committee, the members of the Committee shall elect a Chair of the Committee by majority vote of the full membership of the Committee.

2.6 The quorum for meetings shall be a majority of the members of the Committee, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and to hear each other.

2.7 The Committee shall have access to such officers and employees of the Company and to the Company’s external auditors, and to such information respecting the Company, as it considers to be necessary or advisable in order to perform its duties and responsibilities.

APPENDIX A AUDIT AND RISK COMMITTEE CHARTER

2.8 Meetings of the Committee shall be conducted as follows:

(a) the Committee shall meet up to four times annually at such times and at such locations as maybe requested by the chair of the Committee. The external auditors or any member of the Committee may request a meeting of the Committee;

(b) the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and (c) management representatives may be invited to attend all meetings except private sessions with the external auditors.

2.9 The external auditors shall have a direct line of communication to the Committee through its chair and may bypass management if deemed necessary. The Committee, through its chair, may contact directly any employee in the Company as it deems necessary, and any employee may bring before the Committee any matter involving questionable, illegal or improper financial practices or transactions.

2.10 The Committee will conduct and review with the Board annually an evaluation of the Committee’s performance with respect to the requirements of this Charter. This evaluation should also set forth the goals and objectives of the Committee for the upcoming year. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.

ARTICLE 3

ROLES AND RESPONSIBILITIES

3.1 The overall duties and responsibilities of the Committee shall be as follows:

(a) to report regularly to the Board and to assist the Board in the discharge of its responsibilities relating to the Company’s accounting principles, reporting practices and internal controls and its approval of the Company’s annual and interim consolidated financial statements and related financial disclosure;

(b) to establish and maintain a direct line of communication with the Company’s external auditors and assess their performance;

(d) to review and approve in advance any proposed related-party transactions and required disclosures of such in accordance with applicable securities laws and regulations, and report to the Board on any approved transactions.

(e) to review with management and the external auditors, the financial reporting of any transactions between the Company and any officer, director or other “related party” (including significant shareholder) or any entity in which any person has a financial interest and any potential conflicts of interest;

(f) to ensure that the management of the Company has designed, implemented, and is maintaining an effective system of internal financial controls and to discuss policies with respect to risk assessment and risk management;

(g) to prepare the disclosure required by Item 407(d)(3)(i) of Regulation S-K under the U.S. Securities Act of 1933, as amended;

(h) to oversee procedures relating to the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters and the confidential anonymous submission by employees of the Company of concerns regarding questionable accounting of auditing matters, pursuant to the Company’s whistleblower policy;

(i) to meet separately, periodically, with management, with internal auditors (or other personnel responsible for

APPENDIX A AUDIT AND RISK COMMITTEE CHARTER

the internal audit function) and with the external auditors;

(j) to review with the external auditors any audit problems or difficulties and management’s response; and
(k) to report regularly to the Board on the fulfilment of its duties and responsibilities.
3.2 The duties and responsibilities of the Committee as they relate to the external auditors shall be as follows:

(a) to recommend to the Board a firm of external auditors to be engaged by the Company, and to verify the independence of such external auditors;

(b) to review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors;

(d) to review with the external auditors, upon completion of their audit, the contents of their report (such report to be provided at least annually), including and as well as:

(i) the scope and quality of the audit work performed;
(ii) the adequacy of the Company’s financial and auditing personnel;
(iii) co-operation received from the Company’s personnel during the audit;
(iv) internal resources used;
(v) significant transactions outside of the normal business of the Company;
(vi) the Company’s internal quality-control procedures;

(vii) any material issues raised by the most recent internal quality-control review, or peer review, of the Company, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors,

(viii) any steps taken to deal with any such issues, and (to assess the external auditor’s independence) all relationships between the external auditors and the Company;

(ix) significant proposed adjustments and recommendations for improving internal accounting controls, accounting principles or management systems; and

(x) the non-audit services provided by the external auditors;

(e) to meet to review and discuss the Company’s annual audited financial statements and quarterly financial statements with management and the external auditors, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

(f) to discuss with the external auditors the quality and not just the acceptability of the Company’s accounting principles; and

(g) to implement structures and procedures to ensure that the Committee meets the external auditors on a regular basis in the absence of management.

3.3 The duties and responsibilities of the Committee as they relate to the internal control procedures of the Company are to:

APPENDIX A AUDIT AND RISK COMMITTEE CHARTER

(a) review the appropriateness and effectiveness of the Company’s policies and business practices which impact on the financial integrity of the Company, including those relating to insurance, accounting, information services and systems and financial controls, management reporting and risk management;

(b) review compliance under the Company’s business conduct and ethics policies and to periodically review these policies and recommend to the Board changes which the Committee may deem appropriate;

(c) review any unresolved issues between management and the external auditors that could affect the financial reporting or internal controls of the Company; and

(d) periodically review the Company’s financial and auditing procedures and the extent to which recommendations made by the external auditors have been implemented.

3.4 The Committee is also charged with the responsibility to:

(a) review and approve the Company’s annual and interim financial statements and related Management’s Discussion & Analysis (“MD&A”), including the impact of unusual items and changes in accounting principles and estimates;

(b) review and approve the financial sections of any of the following disclosed documents prepared by the Company:

(i) the annual report to shareholders;

(ii) the annual information form;
(iii) annual MD&A;
(iv) prospectuses;
(v) news releases discussing financial results of the Company;
(vi) financial information and earnings guidance provided to analysts and rating agencies; and
(vii) other public reports of a financial nature requiring approval by the Board,

and report to the Board with respect thereto;

(d) review the appropriateness of the policies and procedures used in the preparation of the Company’s consolidated financial statements and other required disclosure documents, and consider recommendations for any material change to such policies;

(e) review any significant tax exposures and tax planning initiatives intended to promote compliance with applicable laws while minimizing tax costs;

(f) review and report on the integrity of the Company’s consolidated financial statements;
(g) review the minutes of any audit committee meeting of subsidiary companies;

(h) review with management, the external auditors and, if necessary, with legal counsel, any litigation, claim or other contingency, including tax assessments that could have a material effect upon the financial position or operating results of the Company and the manner in which such matters have been disclosed in the consolidated financial statements;

APPENDIX A AUDIT AND RISK COMMITTEE CHARTER

(i) review the principal risks of the Company’s business and operations, and any other circumstances and events that could have significant impact on the Company’s assets and shareholders;

(j) assessing the Company’s risk tolerance, the overall process for identifying principal business and operational risks and the implementation of appropriate measures to manage and disclose such risks;

(k) monitoring reporting trends on emerging risks and making recommendations to management on implementation of appropriate measures to manage and disclose such risks;

(l) reviewing with senior management annually, the Company’s insurance policies and considering the extent of any uninsured exposure and the adequacy of coverage;

(m) reviewing the Company’s cybersecurity, privacy and data security risk exposures and measures taken to protect the confidentiality, integrity and availability of its information systems and Company data;

(n) review the Company’s compliance with regulatory and statutory requirements as they relate to financial statements, tax matters and disclosure of financial information; and

(o) develop a calendar of activities to be undertaken by the Committee for each ensuing year and to submit the calendar in the appropriate format to the Board following each annual general meeting of shareholders.

3.5 Without limiting the generality of anything in this Charter, the Committee has the authority:
(a) to engage independent counsel and other advisors as it determines necessary to carry out its duties,
(b) to set and pay the compensation for any advisors employed by the Committee, and
(c) to communicate directly with the external auditors.

ARTICLE 4

EFFECTIVE DATE

4.1 This Charter was adopted by the Board on April 14, 2022.

APPENDIX B STOCK OPTION PLAN (the “Plan”)

ARTICLE 1

PURPOSE AND INTERPRETATION

1.1 Purpose

The principal purposes of this Plan are to:

(a) advance the interests of Targa Exploration Corp. (the “Company”) by encouraging equity participation in the Company by Service Providers (defined below) through the acquisition of Shares (defined below);

(b) retain and attract the qualified Service Providers the Company and its Affiliates require; and
(c) provide a long-term incentive element in overall compensation paid by the Company to Service Providers.

It is the intention of the Company that this Plan will at all times be in compliance with the applicable Exchange Policies (defined below) and any inconsistencies between this Plan and the applicable Exchange Policies, whether due to inadvertence or changes in the applicable Exchange Policies, will be resolved in favour of the applicable Exchange Policies.

1.2 Definitions

As used herein, unless anything in the subject matter or context is inconsistent therewith, the following terms will have the meanings set forth below:

(a) “Affiliate” means a corporation that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company.

(b) “Associate” has the meaning ascribed to it under the Securities Act.

(c) “Blackout Period” means a period of time during which the Company prohibits Optionees from exercising their Options, which Blackout Period must be formally imposed by the Company pursuant to its internal trading policies as a result of the bona fide existence of undisclosed Material Information.

(d) “Board” means the board of Directors of the Company, or any committee thereof duly empowered or authorized to grant options under this Plan.

(e) “Change of Control” includes situations where, after giving effect to the contemplated transaction, as a result of such transaction:

(i) any one person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or its successor; or

(ii) any combination of persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such person or combination of persons did not previously hold a sufficient number of voting shares to affect materially control of the Company or its successor. In the absence of evidence to the contrary, any person or combination of persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or its successor, is deemed to materially affect the control

APPENDIX B STOCK OPTION PLAN (the “Plan”)

of the Company or its successor.

(f) “Company” means Targa Exploration Corp. and includes, unless the context otherwise requires, all of its subsidiaries or Affiliates and successors according to law.

(g) “Consultant” means an individual or Consultant Company, other than an Employee, Officer or Director that:

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, managerial or other services to the Company, other than services provided in relation to a Distribution;

(ii) provides the services under a written contract between the Company and the individual/Consultant Company, as the case may be;

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the business and affairs of the Company; and

(iv) has a relationship with the Company that enables the individual/Consultant Company to be knowledgeable about the business and affairs of the Company.

(h) “Consultant Company” means a Consultant that is a corporation.

(i) “corporation” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.

(j) “Directors” means the directors of the Company as may be elected or duly appointed from time to time and “Director” means any one of them.

(k) “Disinterested Shareholder Approval” means approval by a majority of the votes cast by all the Company’s shareholders at a duly constituted shareholders’ meeting, excluding votes attached to shares beneficially owned by Service Providers or their Associates.

(l) “Distribution” has the meaning assigned to it in subsection 1(1) of the Securities Act, and generally refers to a distribution of securities by the Company from treasury.

(m) “Effective Date” for an Option means the date of grant of the Option by the Board.

(n) “Employee” means:

(i) an individual who is considered an employee of the Company under the Income Tax Act (Canada) (and for whom income tax, employment insurance and CPP deductions must be made at source) or any other applicable laws;

(ii) an individual who works full-time for the Company providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii) an individual who works for the Company on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source.

(o) “Exchange” means the stock exchange on which the Shares are listed.

(p) “Exchange Policies” means the rules and policies of the applicable Exchange, as such may be amended from time to time.

APPENDIX B STOCK OPTION PLAN (the “Plan”)

(q) “Exercise Price” means the amount payable per Optioned Share on the exercise of an Option, as specified in the Option Commitment relating to such Option.

(r) “Expiry Date” means the day on which an Option lapses as specified in the Option Commitment relating to such Option or in accordance with the terms of this Plan.

(s) “Insider” means:
(i) a Director or Officer of the Company;
(ii) a director or senior officer of a corporation that is an Insider or subsidiary of the Company;

(iii) a person that beneficially owns or controls, directly or indirectly, voting shares carrying more than 10% of the voting rights attached to all outstanding voting shares of the Company;

(iv) the Company itself if it holds any of its own securities; and
(v) an Associate of any person who is an Insider by virtue of any of sub-paragraphs (i) – (iv) above.

(t) “Investor Relations Activities” has the meaning assigned to it in the applicable Exchange Policies, and means, generally, any activities or communications that can reasonably be seen to be intended to or be primarily intended to promote the merits or awareness of or the purchase or sale of securities of the Company.

(u) “Management Company Employee” means an individual employed by a person providing management services to the Company which are required for the ongoing successful operation of the business enterprise of the Company, but excluding a person engaged primarily in Investor Relations Activities.

(v) “Material Change” has the meaning ascribed to it under applicable securities laws.
(w) “Material Fact” has the meaning ascribed to it under applicable securities laws.
(x) “Material Information” means a Material Fact and/or Material Change.

(y) “Officer” means a duly appointed officer as such term is defined in subsection 1(1) of the Securities Act, and means, generally:

(i) a chair or vice chair of the board of directors, or a chief executive officer, chief operating officer, chief financial officer, president, vice president, secretary, assistant secretary, treasurer, assistant treasurer or general manager of a corporation;

(ii) an individual who is designated as an officer under a bylaw or similar authority of a corporation; or

(iii) an individual who performs functions similar to those normally performed by an individual referred to in sub-paragraph (i) or (ii) above.

(z) “Option” means an option to purchase Shares granted to a Service Provider pursuant to the terms of this Plan.

(aa) “Option Commitment” means the notice of grant of an Option delivered by the Company to a Service Provider, substantially in the form of Schedule “A” (as to an Option without vesting provisions) or Schedule “B” (as to an Option with vesting provisions, where permitted under applicable Exchange Policies) attached hereto.

(bb) “Optioned Shares” means Shares that may be issued in the future to a Service Provider upon the exercise of an Option.

APPENDIX B STOCK OPTION PLAN (the “Plan”)

(cc) “Optionee” means the recipient of an Option granted under this Plan.
(dd) “Outstanding Shares” means at the relevant time, the number of issued and outstanding Shares, from time to time.
(ee) “person” means a corporation or an individual.
(ff) “Plan” means this Stock Option Plan of the Company, as such may be amended from time to time.

(gg) “Regulatory Approval” means the approval of the applicable Exchange and any other securities regulatory authority that may have lawful jurisdiction over this Plan and any Options granted under this Plan.

(hh) “Securities Act” means the Securities Act, R.S.B.C. 1996, c.418, as amended from time to time.

(ii) “Service Provider” means a person who is a bona fide Director, Officer, Employee, Management Company Employee or Consultant of the Company or one of its Affiliates and also includes a corporation, of which 100% of the share capital is beneficially owned by one or more Service Providers.

(jj) “Shareholder Approval” means approval by a majority of the votes cast by eligible shareholders of the Company at a duly constituted shareholders’ meeting.

(kk) “Shares” means the common shares of the Company as presently constituted and “Share” means any one of them.

ARTICLE 2

STOCK OPTION PLAN

2.1 Establishment of Stock Option Plan

There is hereby established this Plan to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

2.2 Shares Issuable Under the Plan

(a) Subject to the requirements of the applicable Exchange, the aggregate number of Optioned Shares that may be issuable pursuant to Options granted under this Plan will not exceed 10% of the number of Outstanding Shares at the time of the granting of Options under the Plan.

(b) In the event an Option granted under this Plan is exercised, expires unexercised, is terminated by reason of dismissal of the Optionee for cause or is otherwise lawfully cancelled prior to exercise of the Option, the number of Optioned Shares that were set aside for issue pursuant to that option will become available for the issuance of Options hereunder, subject to the maximum number set forth in paragraph 2.2(a).

2.3 Eligibility

(a) Options to purchase Optioned Shares may be granted under this Plan to Service Providers from time to time by the Board.

(b) If required under applicable Exchange Policies, a Service Provider that is a corporation will be required to provide to the applicable Exchange a written undertaking pursuant to which the Service Provider undertakes not to effect or permit any transfer of ownership or option of any of its shares, nor to allot and issue further securities of any class of shares of its authorized capital to any other individual or entity (so as to indirectly transfer the benefits of an Option), as long as such Option remains outstanding, unless the written permission of the applicable Exchange and

APPENDIX B STOCK OPTION PLAN (the “Plan”)

the Company is first obtained.

2.4 Options Granted Under this Plan

(a) All Options granted under this Plan will be evidenced by an Option Commitment substantially in the forms attached hereto as Schedule “A” or Schedule “B”, showing the number of Optioned Shares, the term of the Option, the Exercise Price and a reference to vesting terms, if any.

(b) Subject to specific variations approved by the Board, all terms and conditions set out in this Plan will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

2.5 Limitations on Issue

Subject to paragraphs 2.7(a) and 2.7(b) below, the following restrictions on issuance of Options are applicable under this Plan:

(a) the aggregate number of Options that may be granted to any one person (including a corporation whollyowned by that person) in a 12 month period must not exceed 5% of the Outstanding Shares, calculated at the date the Option is granted to the Optionee, unless the Company has obtained Disinterested Shareholder Approval;

(b) where required by applicable Exchange Policies, the aggregate number of Options that may be granted to any one Consultant in a 12 month period must not exceed 2% of the Outstanding Shares, calculated at the date the Option is granted to the Consultant;

(c) the aggregate number of Options that may be granted to all persons retained to provide Investor Relations Activities must not exceed 1% of the Outstanding Shares in any 12 month period, calculated at the date the Option is granted to any such Optionee; and

(d) no Options can be granted under this Plan while there is any undisclosed Material Information relating to the Company and unless such grant complies with applicable Exchange Policies.

2.6 Powers of the Board

The Board will be responsible for the general administration of this Plan and the proper execution of its provisions, the interpretation of this Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Optioned Shares for issuance in connection with the exercise of Options;

(b) grant Options under this Plan;

(c) subject to Regulatory Approval if required, suspend, terminate or discontinue this Plan, or revoke or alter any action taken in connection therewith, except that no general suspension of this Plan will, without the written consent of all Optionees, alter or impair any Option previously granted under this Plan unless as a result of a change in applicable Exchange Policies;

(d) subject to Regulatory Approval and to paragraphs 2.7(a) and 2.7(b) below, amend this Plan, except that no general amendment will, without the written consent of all Optionees, alter or impair any Option previously granted under this Plan unless as a result of a change in applicable Exchange Policies;

(e) delegate all or such portion of its powers under this Plan as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of this Plan so delegated to the same extent as the Board is hereby authorized so to do; and

APPENDIX B STOCK OPTION PLAN (the “Plan”)

(f) may in its sole discretion amend this Plan (except for previously granted and outstanding Options) to reduce the benefits that may be granted to Service Providers (before a particular Option is granted) subject to the other terms of this Plan.

2.7 Terms or Amendments Requiring Shareholder and Disinterested Shareholder Approval

(a) The Company will be required to obtain shareholder approval (by way of simple majority) in order to amend any of the following terms of this Plan:

(i) persons eligible to be granted Options under this Plan;

(ii) the maximum number or percentage, as the case may be, of Optioned Shares that may be reserved under this Plan for issuance pursuant to the exercise of Options;

(iii) the limitations under this Plan on the number of Options that may be granted to any one person or any category of persons (subject to paragraph 2.7(b) below);

(iv) the method for determining the Exercise Price of Options;
(v) the maximum term of Options; and
(vi) the expiry and termination provisions applicable to Options.

Notwithstanding the above, amendments to fix typographical errors and amendments to clarify existing provisions of this Plan that do not have the effect of altering the scope, nature and intent of such provisions will not require shareholder approval.

(b) The Company will be required to obtain Disinterested Shareholder Approval:

(i) if the aggregate number of Options held by Insiders (as a group) at any point in time would exceed 10% of the Outstanding Shares;

(ii) if the aggregate number of Options granted to Insiders (as a group) within a 12 month period would exceed 10% of the Outstanding Shares;

(iii) if the aggregate number of Options granted to any person (including a corporation whollyowned by that person) within a 12-month period would exceed 5% of the Outstanding Shares, calculated at the date the Option is granted; and

(iv) prior to any amendment to Options held by Insiders that would have the effect of decreasing the Exercise Price of such Options (where such amendment is permitted under applicable Exchange Policies).

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

3.1 Exercise Price

The Exercise Price shall be that price per share, as determined by the Board in its sole discretion at the time such Option is granted under this Plan, at which an Optionee may purchase an Optioned Share upon the exercise of an Option, and shall not be less than the last closing price of the Company’s Shares traded through the facilities of the Exchange prior to the grant of the Option, less any discount permitted by the Exchange, or such other price as may be required by the Exchange

APPENDIX B STOCK OPTION PLAN (the “Plan”)

3.2 Term of Option

(a) Subject to paragraph 3.2(c) below, an Option can be exercisable for a maximum of ten years from the Effective Date.

(b) Subject to paragraph 3.2(a) above, the term of an Option will be set by the Board at the time such Option is granted under this Plan.

(c) Notwithstanding paragraph 3.2(a) above, if the Expiry Date of an Option occurs within a Blackout Period, and neither the Optionee nor the Company is subject to a cease trade order in respect of the Company’s securities, then the Expiry Date of the Option will automatically be extended to the date which is ten (10) business days after expiry of the Blackout Period.

3.3 Option Amendment

The terms of an Option may only be amended if permitted under applicable Exchange Policies, and where an amendment is permitted under applicable Exchange Policies, such amendment must comply with the applicable Exchange Policies, including obtaining Disinterested Shareholder Approval to such amendment if required, and must be approved by the applicable Exchange prior to the exercise of such Option if so required.

3.4 Vesting of Options

(a) Options may not be granted with vesting provisions if vesting is prohibited under applicable Exchange Policies.

(b) Subject to paragraphs 3.4(a) and 3.4(c) below, vesting of Options is at the discretion of the Board and will generally be subject to:

(i) the Service Provider, if a Director, remaining as a Director of the Company or an Affiliate of the Company during the vesting period; or

(ii) if the Service Provider is other than a Director, the Service Provider remaining employed by or continuing to provide services to the Company or an Affiliate of the Company, as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company during the vesting period.

(c) If required under applicable Exchange Policies, Options granted to persons retained to provide Investor Relations Activities will vest:

(i) over a period of not less than 12 months as to 25% on the date that is three months from the date of grant, and a further 25% on each successive date that is three months from the date of the previous vesting; or

(ii) such longer vesting period as the Board may determine.
3.5 Optionee Ceasing to be Director, Employee or Service Provider

All Options granted to an Optionee will expire immediately upon such Optionee ceasing to be a Service Provider, and the Optionee may not exercise any Options after such Optionee ceases to be a Service Provider, except that:

(a) in the case of the death of an Optionee, any vested Option held such Optionee at the date of death may be exercised by the Optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Optionee and the Expiry Date otherwise applicable to such Option;

(b) subject to sub-paragraph 3.5(c) below, any vested Option held by an Optionee at the date the Optionee ceases

APPENDIX B STOCK OPTION PLAN (the “Plan”)

to be a Service Provider may be exercised by such Optionee until the earlier of: (i) the date that is 90 days after the date such Optionee ceases to be a Service Provider, or such extended date not to exceed one year after the date the Optionee ceases to be a Service Provider where such extended date is approved by the Board in writing; and (ii) the Expiry Date otherwise applicable to such Options; and

(c) in the case of an Optionee being dismissed from employment or service for cause, such Optionee’s Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise same.

3.6 Non-Assignable

Subject to sub-paragraph 3.5(a) above, all Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable unless such assignment or transfer is permitted under applicable Exchange Policies.

3.7 Adjustment of the Number of Optioned Shares

The number of Optioned Shares issuable on exercise of an Option will be subject to adjustment in the events of and in the manner following:

(a) in the event of a subdivision of Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a greater number of Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Shares as result from the subdivision without an Optionee making any additional payment or giving any other consideration therefore;

(b) in the event of a consolidation of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, into a lesser number of Shares, the Company will thereafter deliver and an Optionee will accept, at the time of purchase of Optioned Shares, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Shares as result from the consolidation;

(c) in the event of any change of the Shares as constituted on the date of this Plan, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares the number of shares of the appropriate class resulting from the said change as an Optionee would have been entitled to receive in respect of the number of Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other corporation or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, an Optionee will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this sub-paragraph 3.7(d);

(e) an adjustment will take effect at the time of the event giving rise to the adjustment and the adjustments provided for in this paragraph 3.7 are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations under this Plan. Any fractional interest in a Share that would, except for the provisions of this sub-paragraph 3.7(f), be deliverable

APPENDIX B STOCK OPTION PLAN (the “Plan”)

upon the exercise of an Option will be cancelled and will not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this paragraph 3.7, such questions will be conclusively determined by the Company’s auditors, or, if they decline to so act, any other firm of Chartered Accountants in Vancouver, British Columbia (or in the city of the Company’s principal executive office) that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Optionees.

ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

4.1 Option Commitment

Upon grant of an Option pursuant to this Plan, an authorized Director or Officer of the Company will deliver to the Optionee an Option Commitment detailing the terms of such Option(s) and upon such delivery the Optionee will be subject to this Plan and will have the right to purchase the Optioned Shares at the Exercise Price set out in such Option Commitment, subject to the terms and conditions of this Plan. Where applicable, the Option Commitment will bear a legend stipulating the resale restrictions required under applicable Exchange Policies.

4.2 Manner of Exercise

An Optionee who wishes to exercise an Option may do so by delivering to the Company:

(a) a written notice specifying the number of Optioned Shares being acquired pursuant to the exercise of Option, substantially in the form as set out in Schedule “C” attached hereto; and

(b) cash or a certified cheque payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

4.3 Delivery of Certificate and Hold Periods

As soon as practicable after receipt of the notice of exercise described in sub-paragraph 4.2(a) above, and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Optionee for the appropriate number of Optioned Shares. If applicable, such certificate will bear a legend stipulating any resale restrictions required under applicable securities laws and under applicable Exchange Policies.

ARTICLE 5

GENERAL

5.1 Withholding

The Company may withhold from any amount payable to an Optionee, either under this Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to grants hereunder (the “Withholding Obligations”). The Company shall also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Optionee such number of Optioned Shares issued to the Optionee sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Optionee hereunder.

The Company may require an Optionee, as a condition to exercise of an Option, to make such arrangements as the

APPENDIX B STOCK OPTION PLAN (the “Plan”)

Company may require so that the Company can satisfy applicable Withholding Obligations with respect to such exercise, including, without limitation, requiring the Optionee to: (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; (iii) authorize the Company to sell, on behalf of the Optionee, all of the Optioned Shares issuable upon exercise of such Options or such number of Optioned Shares as is required to satisfy the Withholding Obligations and to retain such portion of the net proceeds (after payment of applicable commissions and expenses) from such sale the amount required to satisfy any such Withholding Obligations; or (iv) cause a broker who sells Optioned Shares acquired by the Optionee under the Plan on behalf of the Optionee to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. The Company undertakes to remit any such amount to the applicable taxation or regulatory authority on account of such Withholding Obligations.

Any Optioned Shares of a Optionee that are sold by the Company, or by a broker engaged by the Company (the “Broker”), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the Exchange. In effecting the sale of any such Optioned Shares, the Company or the Broker will exercise its sole judgement as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such Optioned Shares including any loss relating to the manner or timing of such sales, the prices at which the Optioned Shares are sold or otherwise. In addition, neither the Company nor the Broker will be liable for any loss arising from a delay in transferring any Optioned Shares to an Optionee. The sale price of Optioned Shares sold on behalf of Optionees will fluctuate with the market price of the Company’s shares and no assurance can be given that any particular price will be received upon any such sale.

5.2 Employment and Services

Nothing contained in this Plan will confer upon or imply in favour of any Optionee any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Optionee’s office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in this Plan by an Optionee will be voluntary.

5.3 No Representation or Warranty

The Company makes no representation or warranty as to the future market value of Optioned Shares issued in accordance with the provisions of this Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Optioned Shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Optionee is the responsibility of such Optionee and not the Company.

5.4 Interpretation

This Plan will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

5.5 Amendment of this Plan

The Board reserves the right, in its absolute discretion, to at any time amend, modify or terminate this Plan with respect to all Optioned Shares in respect of Options which have not yet been granted hereunder. Any amendment to any provision of this Plan will be subject to any necessary Regulatory Approvals unless the effect of such amendment is intended to reduce (but not to increase) the benefits of this Plan to Service Providers.

AI assistant

Targa Exploration Corp. — AGM Information 2023

48403_rns_2023-11-10_cb6f014e-50ee-4412-9c74-79b5cfe1055f.pdf

NOTICE OF ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

TABLE OF CONTENTS

MANAGEMENT PROXY CIRCULAR

GLOSSARY OF TERMS

ATTENDING AND PARTICIPATING AT THE MEETING

NOTICE REGARDING INFORMATION

GENERAL INFORMATION CONCERNING THE MEETING AND VOTING

Solicitation of Proxies

Appointment of Proxyholder

Voting by Proxyholder

Registered Shareholders

Beneficial Shareholders

The following information is of significant importance to shareholders who do not hold Common Shares in their own name.

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

Notice to Targa Securityholders in the United States

Revocation of Proxy

NOTICE-AND-ACCESS

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

FINANCIAL STATEMENTS

FIXING THE NUMBER OF DIRECTORS

ELECTION OF DIRECTORS

MAHESH LIYANAGE

CAMERON TYMSTRA

Non-Independent

Board Committee Membership

ANDREW ROCKANDEL

Board Committee Membership

JIM PATERSON

Board Committee Membership

Corporate Cease Trade Orders or Bankruptcies

Individual Bankruptcies

Penalties or Sanctions

CORPORATE GOVERNANCE DISCLOSURE

Governance Highlights

Mandate of the Board

In-Camera Sessions

Composition and Independence of the Board

Other Directorships

Other Board Committees

Audit Committee

Composition

Charter

accessed by visiting the Company’s Corporate Governance Page on the Company’s website.

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

Exemption in Section 6.1

Compensation Committee

Composition

Charter

Corporate Governance & Nominating Committee

Composition

Charter

Orientation and Continuing Education

Ethical Business Conduct

Nomination of Directors

Compensation

Assessments

APPOINTMENT OF AUDITOR

CONFIRMING STOCK OPTION PLAN

Terms of the Stock Option Plan

“BE IT RESOLVED THAT:

STATEMENT OF EXECUTIVE COMPENSATION

Named Executive Officers

Compensation for NEOs and Directors

Stock options and other compensation securities

Exercise of Compensation Securities by Directors and NEO’s

Stock Option Plans and Other Incentive Plans

Employment, consulting and management agreements

Oversight and description of director and named executive officer compensation

Option-Based Awards

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

Targa Exploration Corp. AGM Information 2023