88 Energy Regulatory News (88E)

13 May 2014 TANGIERS PETROLEUM LIMITED NOTICE OF GENERAL MEETING Tangiers Petroleum Limited (the Company) advises that it has today posted acircular to shareholders containing the Notice of Annual General Meeting("Meeting") to be held on 12 June 2014 and Proxy Form. A Form of VotingInstruction will be distributed to Depository Interest holders. Below is asummary of this notice. A copy of the full explanatory statement is availablefrom the Company's website at www.tangierspetroleum.com. IMPORTANT INFORMATION VENUE The Annual General Meeting (AGM or Meeting) of the Shareholders of TangiersPetroleum Limited (Company) to which this Notice of Meeting relates will beheld at 10.00am Perth time on Thursday, 12 June 2014 at The Celtic Club at 48Ord Street, West Perth WA 6005. YOUR VOTE IS IMPORTANT The business of the Meeting affects your Shareholding and your vote isimportant. VOTING IN PERSON To vote in person, attend the Annual General Meeting on the date and at theplace set out above. VOTING BY PROXY To vote by proxy, please complete and sign the enclosed Proxy Form and returnby: a. post: Computershare Investor Services Pty Limited GPO Box 242 Melbourne, Victoria 3001 Australia or b. facsimile: 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia), so that it is received not later than 10.00am Perth time on 10 June 2014. Proxy Forms received later than this time will be invalid. ENTITLEMENT TO ATTEND AND VOTE Under Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) the Companymay specify a time, not more than 48 hours before the AGM, at which a"snap-shot" of Shareholders will be taken for the purposes of determiningShareholder entitlements to vote at the AGM. The Company's Directors have determined that for the purpose of Regulation7.11.37 of the Corporations Regulations 2001 (Cth) the persons eligible toattend and vote at the meeting are those persons who are registered asshareholders of the Company at 5.00pm Perth time on 10 June 2014. EXPLANATORY STATEMENT The Explanatory Statement accompanying this Notice of Meeting is incorporatedin and comprises part of this Notice of Meeting. Shareholders are specificallyreferred to the glossary in the Explanatory Statement which containsdefinitions of capitalised terms used both in this Notice of Meeting and theExplanatory Statement. SOME RESOLUTIONS ARE INTER-DEPENDENT Resolution 7 (Issue of 4,500,000 Shares to Mr David Wall and grant of loan tosubscribe for 4,500,000 shares) and 14 (Participation of Mr David Wall in theplacement of shares) is conditional upon Resolution 2 (Election of Mr DavidWall as a Director) being passed. Resolution 8 (Issue of 1,000,000 Shares to Mr Michael Evans and grant of loanto subscribe for 1,000,000 Shares) and Resolution 9 (Issue of 1,000,000 Optionsto Mr Michael Evans) are each conditional upon Resolution 3 (Election of MrMichael Evans as a Director) being passed. Resolution 10 (Issue of 2,000,000 Options to Dr Stephen Staley) is conditionalupon Resolution 4 (Election of Dr Stephen Staley as a Director). The rest of the Resolutions are not inter-dependent. CHAIR OF THE MEETING It is proposed that the chair of the Meeting be Mr Michael Evans (other thanfor Resolution 8 and Resolution 9 in which he has a personal interest). It is proposed that the chair of the Meeting for Resolution 8 (Issue of1,000,000 Shares to Mr Michael Evans and grant of loan to subscribe for1,000,000 Shares) and for Resolution 9 (Issue of 1,000,000 Options to MrMichael Evans) be Mr David Wall. It is the chair's intention to vote undirected proxies (i.e. open proxies)which the chair holds as proxy in favour of all resolutions. PROXIES Please note that: (A) a member of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy; (b) a proxy need not be a member of the Company; and (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes. The enclosed Proxy Form provides further details on appointing proxies andlodging Proxy Forms. CORPORATE REPRESENTATIVE Any corporate Shareholder who has appointed a person to act as its corporaterepresentative at the AGM should provide that person with a certificate orletter executed in accordance with section 250D of the Corporations Act 2001(Cth) (Corporations Act) authorising him or her to act as that company'srepresentative. The authority may be sent to the Company and/or registry inadvance of the AGM or handed in at the AGM when registering as a corporaterepresentative. An appointment of corporate representative form is enclosed ifrequired. Important information in respect of proxy voting on Resolution 1 (RemunerationReport) A vote on this Resolution must not be cast (in any capacity) by, or on behalfof, either a member of the Key Management Personnel whose remuneration detailsare included in the Remuneration Report or their closely related parties (whichincludes their spouse, child, dependent, other family members and anycontrolled company), including a member of Key Management Personnel or closelyrelated party acting as a proxy for a shareholder. However, a person described above may cast a vote on the Resolution as a proxyif the vote is not cast on behalf of a member of the Key Management Personnelwhose remuneration details are included in the Remuneration Report or theirclosely related parties and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the Resolution; or (b) the voter is the chair of the meeting and the appointment of the chair as proxy: (i) does not specify the way the proxy is to vote on the Resolution; and (ii) expressly authorises the chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company. Due to the voting exclusions that may apply to certain items of business, ifyou appoint a member of the Key Management Personnel or their closely relatedparties as your proxy then they will not be able to vote your proxy onResolution 1 unless you have directed them how to vote or, in the case of theChairman, if you expressly authorise him in the Proxy Form. Important information in respect of proxy voting on Resolution 7, Resolution 8,Resolution 9, Resolution 10 and Resolution 14 In accordance with section 250BD of the Corporations Act, a person appointed asa proxy must not vote on Resolution 7, Resolution 8, Resolution 9, Resolution10 and Resolution 14 as a proxy if: (a) the person is either: (1) a member of the key personnel for the Company; or (2) a closely related party of a member of the key personnel for the Company; and (b) the appointment does not specify the way the proxy is to vote on the resolution. However, under sub-section 250BD(2) of the Corporations Act, the restrictionabove does not apply if: (a) the person is the chair of the meeting at which the resolution is voted on; and (b) the appointment expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the key management personnel for the Company. AGENDA BUSINESS An Explanatory Statement containing information in relation to each of thefollowing Resolutions accompanies this Notice of Annual General Meeting. ORDINARY BUSINESS Financial Report, Directors Report and Auditors Report for financial year ended31 December 2013. To receive and consider the financial report of the Company and the reports ofthe Directors and the Auditors for the financial year ended 31 December 2013. 1. Resolution 1 - Adoption of Remuneration Report To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Section 250R(2) of the Corporations Act, theremuneration report forming part of the Company's Financial Report, which isavailable at www.tangierspetroleum.com be adopted." Voting Exclusion The Company will disregard any votes cast (in any capacity) on Resolution 1 by,or on behalf of a, member of the Key Management Personnel listed in theRemuneration Report (KMP) or a KMP's closely related party. However, the Company need not disregard a vote if the vote is not cast onbehalf of a person described above and either: the voter is appointed as a proxy by writing that specifies the way the proxyis to vote on this resolution; or the voter is the chair of the meeting and the appointment of the chair asproxy: (i) does not specify the way the proxy is to vote on the resolution; and (ii) expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP. "Closely related party" is defined in the Corporations Act and includes aspouse, dependant and certain other close family members, as well as anycompanies controlled by the KMP. 2. Resolution 2: Election of Mr David Wall as a Director To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr David Wall, who being eligible offers himself for election as aDirector of the Company, be elected a Director of the company in accordancewith Rule 11.4 of the Company's Constitution, with effect from the close of themeeting." 3. Resolution 3: Election of Mr Michael Evans as a Director To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Michael Evans, who being eligible offers himself for election as aDirector of the Company, be elected a Director of the company in accordancewith Rule 11.4 of the Company's Constitution, with effect from the close of themeeting." 4. Resolution 4: Election of Dr Stephen Staley as a Director To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Dr Stephen Staley, who being eligible offers himself for election as aDirector of the Company, be elected a Director of the company in accordancewith Rule 11.4 of the Company's Constitution, with effect from the close of themeeting." 5. Resolution 5: Re-election of Mr Brent Villemarette as a Director To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That Mr Brent Villemarette, being a Director of the Company, who retires byrotation in accordance with Rule 11.2 of the Company's Constitution and beingeligible for re-election, be hereby re-elected as a Director of the Company,with effect from the close of the meeting." 6. Resolution 6: Approval of Share Plan To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Section 260C(4) and Section 259B(2) of theCorporations Act 2001 (Cth), Listing Rule 7.2 Exception 9 and for all otherpurposes, the "Tangiers Petroleum Ltd Share Plan" (a copy of which is set outin Annexure 1 to the Explanatory Statement accompanying this Notice ofMeeting), and the issue of shares under that Plan, is approved." Voting Exclusion The Company will disregard any votes cast (in any capacity) on this Resolutionby or on behalf of any of the following persons: (a) a director of the Company, except one who is ineligible to participate inany employee share plan; or (b) an associate of that person. However, under Listing Rule 14.11 a person described above may cast a vote onthis Resolution if: (a) it is cast by a person as proxy for a person who is entitled to vote, inaccordance with the directions on the proxy form; or (b) it is cast by the Chair of the Meeting as proxy for a person who isentitled to vote, in accordance with a direction on the proxy form to vote asthe proxy decides. 7. Resolution 7: Issue of 4,500,000 Shares to Mr David Wall and grant of loanto subscribe for 4,500,000 Shares To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth),Listing Rule 10.11 and for all other purposes, approval is given for Mr DavidWall (or his nominee) to be issued 4,500,000 Shares, and to be granted a loanby the Company to subscribe for the 4,500,000 Shares, on the terms set out inthe Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by Mr David Wall(or his nominee) and any associates of Mr David Wall (or his nominee). However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 8. Resolution 8: Issue of 1,000,000 Shares to Mr Michael Evans and grant ofloan to subscribe for 1,000,000 Shares To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth),Listing Rule 10.11 and for all other purposes, approval is given for Mr MichaelEvans (or his nominee) to be issued 1,000,000 Shares, and to be granted a loanto subscribe for the 1,000,000 Shares, on the terms set out in the ExplanatoryStatement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by Mr MichaelEvans (or his nominee) and any associates of Mr Michael Evans (or his nominee). However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 9. Resolution 9: Issue of 1,000,000 Options to Mr Michael Evans To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth),Listing Rule 10.11 and for all other purposes, approval is given for Mr MichaelEvans (or his nominee) to be issued 1,000,000 Options on the terms set out inthe Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by Mr MichaelEvans (or his nominee) and any associates of Mr Michael Evans (or his nominee). However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 10. Resolution 10: Issue of 2,000,000 Options to Dr Stephen Staley To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth),Listing Rule 10.11 and for all other purposes, approval is given for Dr StephenStaley (or his nominee) to be issued 2,000,000 Options on the terms set out inthe Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by Dr StephenStaley (or his nominee) and any associates of Dr Stephen Staley (or hisnominee). However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 11. Resolution 11: Approval of Additional Placement Capacity To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as a special resolution: "That, pursuant to and in accordance with Listing Rule 7.1A and for all otherpurposes, approval is given for the Company to issue Equity Securities up to 10% of the issued capital of the Company (at the time of issue) calculated inaccordance with the formula prescribed in Listing Rule 7.1.A.2, to be issued onthe terms and conditions set out in the Explanatory Statement accompanying thisNotice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by a person whomay participate in the proposed issue and a person who might obtain a benefit,except a benefit solely in the capacity of a Shareholder, if the Resolution ispassed and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 12. Resolution 12: Ratification of previous issue of Shares by the Company To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purpose of Listing Rule 7.4, Shareholders approves and ratifiesthe previous issue of 23,600,000 Shares at $0.16 by the Company, for thepurpose and on the terms set out in the Explanatory Statement." Voting Exclusion The Company will disregard any votes cast on this Resolution by any person whoparticipated in the issue and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 13. Resolution 13: Placement of Shares to sophisticated investors andprofessional investors To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Listing Rule 7.1 and for all other purposes,approval is given for the Company to issue up to 38,900,000 Shares tosophisticated investors and professional investors on the terms set out in theExplanatory Statement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by a person whomay participate in the proposed issue and a person who might obtain a benefit,except a benefit solely in the capacity of a Shareholder, if the Resolution ispassed and any associates of those persons. However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. 14. Resolution 14: Participation of Mr David Wall in placement of Shares To consider and if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purposes of Chapter 2E of the Corporations Act 2001 (Cth),Listing Rule 10.11 and for all other purposes, approval is given for Mr DavidWall (or his nominee) to be issued up to 1,000,000 Shares on the terms set outin the Explanatory Statement accompanying this Notice of Meeting." Voting Exclusion The Company will disregard any votes cast on this Resolution by Mr David Walland any associates of Mr David Wall. However, the Company need not disregard a vote cast on this Resolution if it iscast by a person as proxy for a person who is entitled to vote, in accordancewith the directions on the proxy form or it is cast by the Chair of the Meetingas proxy for a person who is entitled to vote, in accordance with a directionon the proxy form to vote as the proxy decides. A copy of the full explanatory statement of the notice of meeting is availableon the Company's website - www.tangierspetroleum.com ROBERT DALTONJoint Company Secretary Tangiers Petroleum LimitedLevel 2, 5 Ord StreetWest Perth WA 6005, AustraliaPh: + 61 8 9485 0990www.tangierspetroleum.com Contacts RFC Ambrian Limited (Nominated Adviser)Mr Oliver Morse / Ms Trinity McIntyre+61 8 9480 2500 Mr Ed Portman (Media and Investor Relations - United Kingdom)Tavistock Communications+44 20 7920 3150