Targa Exploration Corp. — Capital/Financing Update 2025

Jun 6, 2025

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

TARGA EXPLORATION CORP.
Suite 1723, 595 Burrard Street
Vancouver, BC V7X 1L4

Item 2. Date of Material Change

June 6, 2025

Item 3. News Release

The news release was issued on June 6, 2025 and was disseminated by Cision and filed on SEDAR+.

Item 4. Summary of Material Change

The Company announced that, further to the Company's news release dated May 13, 2025, it has closed its previously announced private placement for aggregate gross proceeds of approximately C$2,611,200 (the "Offering").

Item 5. Full Description of Material Change

The Company announced that further to the Company's news release dated May 13, 2025, it has closed its previously announced private placement for aggregate gross proceeds of approximately C$2,611,200 (the "Offering").

Pursuant to the closing of the Offering, the Company issued an aggregate of 6,650,200 hard dollar common shares of the Company (each an "HD Share") at a price of $0.10 per HD Share, 1,959,001 flow-through shares of the Company (each, an "FT Share") at a price of $0.12 per FT Share and 12,050,000 charity flow-through shares of the Company (each, a "CFT Share" and together with the HD Shares and the FT Shares, the "Shares") at a price of $0.142 per CFT Share. Each FT Share and CFT Share will qualify as a "flow-through share" pursuant to subsection 66(15) of the Income Tax Act (Canada) ("Tax Act"). The net proceeds of the sale of the HD Shares will be used for the exploration of the Company's Opinaca gold project and for working capital purposes. The gross proceeds from the sale of the FT Shares and CFT Shares will be used to incur eligible "Canadian exploration expenses" in Quebec that qualify as "flow-through mining expenditures" as such terms are defined in the Tax Act. The Company has agreed to renounce such qualifying expenditures with an effective date of no later than December 31, 2025, in an amount of not less than the total amount of the gross proceeds raised from the sale of the FT Shares and CFT Shares, and incur such expenses by December 31, 2026.

In connection with the Offering, the Company paid finders fees of an aggregate of $104,400 in cash and issued an aggregate of 1,024,000 finders warrants of the Company (the "Finders Warrants") to certain eligible arm's length finders. Each Finders Warrant entitles the finder to purchase one common share of the Company (a "Finder Warrant Share") at a price of $0.25 per Finder Warrant Share until June 6, 2027.

All securities issued pursuant to and in connection with the closing of the Offering, including Finder Warrant Shares issuable upon the exercise of Finder Warrants, are and will be subject to a hold period expiring October 7, 2025.

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The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102
Not applicable.

Item 7. Omitted Information
None.

Item 8. Executive Officer
Cameron Tymstra
Chief Executive Officer and President
cameron@targaexploration.com
416-668-1495

Item 9. Date of Report
June 6, 2025