88 Energy Regulatory News (88E)

19 September 2014 TANGIERS PETROLEUM LIMITED Proposed Capital Raising and Notice of Meeting Tangiers Petroleum Limited (Tangiers or the Company) advises that it isproposing to undertake a capital raising to raise $1.2 million through theissue of 200 million shares at $0.006 per share. The funds raised will be usedfor working capital and assessment of new ventures. The capital raising will be subject to shareholder approval at a GeneralMeeting of shareholders. The Notice of Meeting in respect to the proposedcapital raising is attached to this announcement. More information in relation to operations, including the TAO-1 well costs, aswell as future plans will be made available next week, when the Companyanticipates the lifting of suspension on the trading of its shares. DAVID WALLManaging Director Tangiers Petroleum LimitedLevel 2, 5 Ord StreetWest Perth WA 6005, AustraliaPh: + 61 8 9485 0990www.tangierspetroleum.com Contacts RFC Ambrian LimitedAs Nominated AdviserMr Oliver Morse / Ms Trinity McIntyre+61 8 9480 2500 As Corporate BrokerMr Charlie Cryer+44 20 3440 6800 TANGIERS PETROLEUM LIMITEDACN 072 964 179 NOTICE OF GENERAL MEETING TIME: 10am (WST) DATE: Monday, 20 October 2014 PLACE: Celtic Club 48 Ord Street West Perth WA 6005 This Notice of Meeting should be read in its entirety. If Shareholders arein doubt as to how they should vote, they should seek advice from theirprofessional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please donot hesitate to contact the Company Secretary on +61 8 9322 7600.CONTENTS Business of the Meeting (setting out the proposed 3Resolutions) Explanatory Statement (explaining the proposed Resolutions) 4 Glossary 7 important information Time and place of Meeting Notice is given that the meeting of the Shareholders to which this Notice ofMeeting relates will be held at 10.00 am on Monday, 20 October 2014 at: Celtic Club48 Ord StreetWest Perth WA 6005 Your vote is important The business of the Meeting affects your shareholding and your vote isimportant. Voting eligibility The Directors have determined pursuant to Regulation 7.11.37 of theCorporations Regulations 2001 (Cth) that the persons eligible to vote at theMeeting are those who are registered Shareholders at 4pm (WST) on 18 October2014. Voting in person To vote in person, attend the Meeting at the time, date and place set outabove. Voting by proxy To vote by proxy, please complete and sign the enclosed Proxy Form and returnby the time and in accordance with the instructions set out on the Proxy Form. In accordance with section 249L of the Corporations Act, Shareholders areadvised that: (a) each Shareholder has a right to appoint a proxy; (b) the proxy need not be a Shareholder of the Company; and(c) a member who is entitled to cast 2 or more votes may appoint 2 proxies andmay specify the proportion or number of votes each proxy is appointed toexercise. If the member appoints 2 proxies and the appointment does notspecify the proportion or number of the member's votes, then in accordancewith section 249X(3) of the Corporations Act, each proxy may exercise one-halfof the votes. NOTICE OF GENERAL MEETING Notice is given that the General Meeting of Shareholders will be held at10.00am (WST) on Monday, 20 October 2014 at the Celtic Club, 48 Ord Street,West Perth WA 6005. The Explanatory Statement provides additional informationon matters to be considered at the General Meeting. The Explanatory Statement,the Schedule and the Proxy Form are part of this Notice of Meeting. Terms and abbreviations used in this Notice of Meeting are defined in theGlossary. AGENDA 1. Resolution 1 - 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 ASX Listing Rule 7.1 and for all other purposes,approval is given for the Company to issue up to 200,000,000 Shares at anissue price of $0.006 to raise up to $1,200,000 on the terms and conditionsset out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who may participate in the proposed issue and a person who mightobtain a benefit, except a benefit solely in the capacity of a holder ofordinary securities, if the Resolution is passed and any associates of thosepersons. However, the Company need not disregard a vote if it is cast by aperson as a proxy for a person who is entitled to vote, in accordance with thedirections on the Proxy Form, or, it is cast by the person chairing themeeting as proxy for a person who is entitled to vote, in accordance with adirection on the Proxy Form to vote as the proxy decides. 2. Resolution 2 - AUTHORITY FOR DAVID WALL TO PARTICIPATE IN the PLACEMENT To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 10.11 and for all otherpurposes, Shareholders authorise and approve Mr David Wall (or his nominees)to participate in the Placement to the extent of up to 8,333,333 Shares eachat an issue price of $0.006 on the terms and conditions in the ExplanatoryStatement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Mr David Wall and his nominees and any of their associates. However, theCompany need not disregard a vote if it is cast by a person as a proxy for aperson who is entitled to vote in accordance with the directions on the ProxyForm or it is cast by the person chairing the meeting as proxy for a personwho is entitled to vote, in accordance with a direction on the Proxy Form tovote as the proxy decides. 3. Resolution 3 - AUTHORITY FOR MICHAEL EVANS TO PARTICIPATE IN the PLACEMENT To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 10.11 and for all otherpurposes, Shareholders authorise and approve Mr Michael Evans (or hisnominees) to participate in the Placement to the extent of up to 8,333,333Shares each at an issue price of $0.006 on the terms and conditions in theExplanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Mr Michael Evans and his nominees and any of their associates. However, theCompany need not disregard a vote if it is cast by a person as a proxy for aperson who is entitled to vote in accordance with the directions on the ProxyForm or it is cast by the person chairing the meeting as proxy for a personwho is entitled to vote, in accordance with a direction on the Proxy Form tovote as the proxy decides. 4. Resolution 4 - AUTHORITY FOR Stephen staley TO PARTICIPATE IN the PLACEMENT To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, pursuant to and in accordance with Listing Rule 10.11 and for all otherpurposes, Shareholders authorise and approve Mr Stephen Staley (or hisnominees) to participate in the Placement to the extent of up to 8,333,333Shares each at an issue price of $0.006 on the terms and conditions in theExplanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Mr Stephen Staley and his nominees and any of their associates. However,the Company need not disregard a vote if it is cast by a person as a proxy fora person who is entitled to vote in accordance with the directions on theProxy Form or it is cast by the person chairing the meeting as proxy for aperson who is entitled to vote, in accordance with a direction on the ProxyForm to vote as the proxy decides. Dated: 17 September 2014 By order of the Board Mr David wallManaging Director EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which theDirectors believe to be material to Shareholders in deciding whether or not topass the Resolutions. 5. Resolution 1 - Placement - Shares 5.1 General The Company is proposing to raise up to $1,200,000 through the issue of200,000,000 Shares at an issue price of $0.006 (subject to shareholderapproval) (Placement). The funds raised from the Placement will be used forworking capital purposes and to fund the assessment of new ventures. Resolution 1 seeks Shareholder approval for the issue of up to 200,000,000Shares at an issue price of $0.006 to raise up to $1,200,000. ASX Listing Rule 7.1 provides that a company must not, subject to specifiedexceptions, issue or agree to issue more equity securities during any 12 monthperiod than that amount which represents 15% of the number of fully paidordinary securities on issue at the commencement of that 12 month period. The effect of Resolution 1 will be to allow the Company to issue the Sharespursuant to the Placement during the period of 3 months after the Meeting (ora longer period, if allowed by ASX), without using the Company's 15% annualplacement capacity. 5.2 Technical information required by ASX Listing Rule 7.1 Pursuant to and in accordance with ASX Listing Rule 7.3, the followinginformation is provided in relation to the Placement: (a) the maximum number of Shares to be issued is 200,000,000 Shares;(b) the Shares will be issued no later than 3 months after the date of theMeeting (or such later date to the extent permitted by any ASX waiver ormodification of the ASX Listing Rules) and it is intended that issue of theShares will occur on the same date; (c) the issue price will be $0.006 per Share;(d) the Shares will be issued to sophisticated and professional investors.None of these subscribers will be related parties of the Company; (e) the Shares issued will be fully paid ordinary shares in the capital of theCompany issued on the same terms and conditions as the Company's existingShares; and (f) the Company intends to use the funds raised from theproposed issue ofShares for working capital purposes and to fund the assessment of newventures. 5.3 Directors' Recommendations The Directors recommend that Shareholders vote in favour of Resolution 1, asit allows the Company to approve the above issue of Shares and retain theflexibility to issue further securities under the Company's placement capacitypursuant to the Listing Rules during the next 12 months. 6. Resolutions 2- 4- AUTHORITY FOR Messrs DAVID WALL, MICHAEL EVANS and stephen staley TO PARTICIPATE IN THE PLACEMENT 6.1 GeneralResolution 2, 3 and 4 seek Shareholder approval pursuant to Listing Rule 10.11for Messrs David Wall, Michael Evans and Stephen Staley (and/or theirnominees) to subscribe for a total of up to 24,999,999 Shares under thePlacement. ASX Listing Rule 10.11 requires a listed company to obtain Shareholderapproval by ordinary resolution prior to the issue of securities to a relatedparty. Messrs David Wall, Michael Evans and Stephen Staley are related partiesof the Company by virtue of being Directors. 6.2 Technical Information Required by Listing Rule 10.13 For the purposes of Listing Rule 10.13 information regarding the issue of theShares to Messrs David Wall, Michael Evans and Stephen Staley pursuant to thePlacement is provided as follows: (a) the Shares will be issued to Messrs David Wall, Michael Evans and Stephen Staley (and/or their nominees);(b) the maximum number of Shares the Company can issue to each of thoseDirectors and/or their nominees under Resolutions 2, 3 and 4 is as follows: (i) 8,333,333 Shares to Mr David Wall or his nominee; (ii) 8,333,333 Shares to Mr Michael Evans or his nominee; and (iii) 8,333,333 Shares to Mr Stephen Staley or his nominee;(c) the Shares to be issued are fully paid ordinary shares and will rankequally in all respects with the Company's existing Shares on issue; (d) the Shares will be issued at an issue price of $0.006 per Share;(e) the funds raised from the issue of the Shares will be used for workingcapital purposes and to fund the assessment of new ventures; (f) the Company will issue and allot the Shares to Messrs David Wall, MichaelEvans and Stephen Staley (and/or their nominees) no later than one month afterthe Meeting (or such later date to the extent permitted by any ASX waiver ormodification of the Listing Rules); and (g) a voting exclusion statement is included in the Notice.Approval pursuant to ASX Listing Rule 7.1 is not required in order to issuethe Shares to Messrs David Wall, Michael Evans and Stephen Staley (and/ortheir nominees) as approval is being obtained under ASX Listing Rule 10.11. 6.3 Chapter 2E of the Corporations Act For a public company, or an entity that the public company controls, to give afinancial benefit to a related party of the public company, the public companyor entity must: (a) obtain the approval of the public company's members in the manner set outin Sections 217 to 227 of the Corporations Act; and (b) give the benefit within 15 months following such approval, unless the giving of the financial benefit falls within an exception set outin Sections 210 to 216 of the Corporations Act. The issue of Shares pursuant to the Placement constitutes giving a financialbenefit, and, Messrs David Wall, Michael Evans and Stephen Staley are relatedparties of the Company by virtue of being Directors. The Directors (other than David Wall, Michael Evans and Stephen Staley, whohave a material personal interest in Resolutions 2, 3 and 4 respectively)consider that Shareholder approval pursuant to Chapter 2E of the CorporationsAct is not required in respect of the proposal for Messrs Wall, Evans andStaley to participate in the Placement because the Shares to be issuedpursuant to Resolutions 2, 3 and 4 will be on the same terms as suchsecurities issued to non-related party participants in the Placement and assuch the giving of the financial benefit is on arm's length terms. 6.4 Directors' Recommendations The Directors (other than Mr David Wall with respect to Resolution 2, MrMichael Evans with respect to Resolution 3 and Mr Stephen Staley with respectto Resolution 4) recommend that Shareholders vote in favour of Resolutions 2,3 and 4 so that Placement funds of up to $150,000 can be accepted by theCompany. Glossary $ means Australian dollars. ASX means ASX Limited (ACN 008 624 691) or the financial market operated byASX Limited, as the context requires. ASX Listing Rules means the Listing Rules of ASX. Board means the current board of directors of the Company. Chair means the chair of the Meeting. Company means Tangiers Petroleum Limited (ACN 072 964 179). Corporations Act means the Corporations Act 2001 (Cth). Directors means the current directors of the Company. Explanatory Statement means the explanatory statement accompanying the Notice. General Meeting or Meeting means the meeting convened by the Notice. Notice or Notice of Meeting means this notice of meeting including theExplanatory Statement and the Proxy Form. Placement has the meaning given in section 3.1 of the Explanatory Statement. Proxy Form means the proxy form accompanying the Notice. Resolutions means the resolutions set out in the Notice, or any one of them,as the context requires. Share means a fully paid ordinary share in the capital of the Company. Shareholder means a registered holder of one or more Shares.

WST means Western Standard Time as observed in Perth, Western Australia.