88 Energy Regulatory News (88E)

13 January 2015 TANGIERS PETROLEUM LIMITED NOTICE OF GENERAL MEETING Tangiers Petroleum Limited ("Tangiers" or the "Company") advises thatit has today posted a circular to shareholders containing the Notice ofGeneral Meeting ("Meeting") to be held on 12 February 2015 and a Proxy Form. AForm of Voting Instruction will be distributed to Depository Interest holders.Below is a summary of this notice. A copy of the full explanatory statementand associated appendices is available from the Company's website atwww.tangierspetroleum.com. IMPORTANT INFORMATION Time and place of Meeting The General Meeting ("Meeting") to which this notice relates will be held at10:00am Perth time on 12 February 2015 at: Celtic Club48 Ord StWest Perth 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 10:00am on 10 February2015. DI Holders may attend the Meeting but will not be permitted to vote at theMeeting. For their votes to be counted DI Holders must submit their CRESTVoting Instruction to the Company's agent by 12.00pm (GMT) 6 February 2015.Alternatively DI Holders can vote using the enclosed Form of Instruction inaccordance with the instructions below. 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: - each Shareholder has a right to appoint a proxy; - the proxy need not be a Shareholder of the Company; and - a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxiesand may 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. Shareholders and their proxies should be aware that changes to theCorporations Act made in 2011 mean that: - if proxy holders vote, they must cast all directed proxies as directed; and - any directed proxies which are not voted will automatically default to theChair, who must vote the proxies as directed. Further details on these changes are set out below. Proxy vote if appointment specifies way to vote Section 250BB(1) of the Corporations Act provides that an appointment of aproxy may specify the way the proxy is to vote on a particular resolution and,if it does: - the proxy need not vote on a show of hands, but if the proxy does so, theproxy must vote that way (i.e. as directed); and - if the proxy has 2 or more appointments that specify different ways to voteon the resolution, the proxy must not vote on a show of hands; and - if the proxy is the chair of the meeting at which the resolution is votedon, the proxy must vote on a poll, and must vote that way (i.e. as directed);and - if the proxy is not the chair, the proxy need not vote on the poll, but ifthe proxy does so, the proxy must vote that way (i.e. as directed). Transfer of non-chair proxy to chair in certain circumstances Section 250BC of the Corporations Act provides that, if: - an appointment of a proxy specifies the way the proxy is to vote on aparticular resolution at a meeting of the Company's members; and - the appointed proxy is not the chair of the meeting; and - at the meeting, a poll is duly demanded on the resolution; and - either of the following applies: - the proxy is not recorded as attending the meeting; or - the proxy does not vote on the resolution, the chair of the meeting is taken, before voting on the resolution closes, tohave been appointed as the proxy for the purposes of voting on the resolutionat the meeting. United Kingdom (CREST Voting Instruction) DI Holders in CREST may transmit voting instructions by utilising the CRESTvoting service in accordance with the procedures described in the CRESTManual. CREST personal members or other CREST sponsored members, and thoseCREST members who have appointed a voting service provider, should refer totheir CREST sponsor or voting service provider, who will be able to takeappropriate action on their behalf. In order for instructions made using the CREST voting service to be valid, theappropriate CREST message (CREST Voting Instruction) must be properlyauthenticated in accordance with Euroclear's specifications and must containthe information required for such instructions, as described in the CRESTManual (available via www.euroclear.com/CREST). To be effective, the CREST Voting Instruction must be transmitted so as to bereceived by the Company's agent (Computershare UK) no later than 6 February2015 at 12.00pm (GMT). For this purpose, the time of receipt will be taken tobe the time (as determined by the timestamp applied to the CREST VotingInstruction by the CREST applications host) from which the Company's agent isable to retrieve the CREST Voting Instruction by enquiry to CREST in themanner prescribed by CREST. DI Holders in CREST and, where applicable, theirCREST sponsors or voting service providers should note that Euroclear does notmake available special procedures in CREST for any particular messages. Normalsystem timings and limitations will therefore apply in relation to thetransmission of CREST Voting Instructions. It is the responsibility of the DIHolder concerned to take (or, if the DI Holder is a CREST personal member orsponsored member or has appointed a voting service provider, to procure thatthe CREST sponsor or voting service provider takes) such action as shall benecessary to ensure that a CREST Voting Instruction is transmitted by means ofthe CREST voting service by any particular time. In this connection, DI Holders and, where applicable, their CREST sponsors orvoting service providers are referred, in particular, to those sections of theCREST Manual concerning practical limitations of the CREST system and timings. Form of Instruction DI Holders are invited to attend the Meeting but are not entitled to vote atthe Meeting. In order to have votes cast at the Meeting on their behalf, DIHolders must complete, sign and return the Forms of Instruction sent to themtogether with this Notice to the Company's agent, Computershare UK, by nolater than 6 February 2015 at 12.00pm (GMT). CONDITIONAL RESOLUTIONS Resolutions 1 to 9 are inter-conditional (Conditional Resolutions), meaningthat each of them will only take effect if all of them are approved by therequisite majority of Shareholders' votes at the Meeting. If any one of theConditional Resolutions is not approved at the Meeting, none of them will takeeffect and the Acquisition and other matters contemplated by those Resolutionswill not be completed. BUSINESS OF THE MEETING AGENDA 1. RESOLUTION 1 - DISPOSAL OF MAIN UNDERTAKING To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, subject to the passing of the other Conditional Resolutions, for thepurposes of ASX Listing Rule 11.2 and for all other purposes, approval isgiven for the disposal of the Company's 25% interest in the Tarfaya Project,being the main undertaking of the Company, on the terms and conditions set outin the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who might obtain a benefit, except a benefit solely in thecapacity of a holder of ordinary securities if the Resolution is passed andany associates of those persons. However, the Company need not disregard avote if it is cast by a person as a proxy for a person who is entitled to votein accordance with the directions on the Proxy Form or it is cast by theperson chairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the Proxy Form to vote as the proxy decides. 2. RESOLUTION 2 - SIGNIFICANT CHANGE TO SCALE OF ACTIVITIES To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, subject to the passing of the other Conditional Resolutions, for thepurposes of ASX Listing Rule 11.1.2 and for all other purposes, approval isgiven for the Company to complete the Acquisition as described in theExplanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby any person who might obtain a benefit, except a benefit solely in thecapacity of a holder of ordinary securities if the Resolution is passed andany associates of those persons. However, the Company need not disregard avote if it is cast by a person as a proxy for a person who is entitled tovote, in accordance with the directions on the Proxy Form or it is cast by theperson chairing the meeting as proxy for a person who is entitled to vote, inaccordance with a direction on the Proxy Form to vote as the proxy decides. 3. RESOLUTION 3 - CAPITAL RAISING To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, subject to the passing of the other Conditional Resolutions, for thepurposes of ASX Listing Rule 7.1 and for all other purposes, approval is givenfor the Company to issue up to that number of Shares which, when multiplied bythe Issue Price, will raise up to $6,000,000, together with up to one (1)free-attaching Option for every one (1) Share issued, on the terms andconditions set 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. 4. RESOLUTION 4 - PARTICIPATION OF DIRECTOR IN CAPITAL RAISING - MICHAEL EVANS To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, subject to and conditional on the passing of all ConditionalResolutions, for the purposes of ASX Listing Rule 10.11 and section 195(4) ofthe Corporations Act and for all other purposes, approval is given for theCompany to issue up to that number of Shares which, when multiplied by theIssue Price, will raise up to $50,000, together with up to one (1)free-attaching Option for every one (1) Share issued, to Michael Evans (or hisnominee) as part of the Capital Raising on the terms and conditions set out inthe Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Michael Evans and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote, in accordance with the directions on the Proxy Form, or, itis cast by the person chairing 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. 5. RESOLUTION 5 - PARTICIPATION OF DIRECTOR IN CAPITAL RAISING - DAVID WALL To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, subject to and conditional on the passing of Resolution 3, for thepurposes of ASX Listing Rule 10.11 and section 195(4) of the Corporations Actand for all other purposes, approval is given for the Company to issue thatnumber of Shares which, when multiplied by the Issue Price, will raise up to$50,000, together with one (1) free-attaching Option for every one (1) Shareissued, to David Wall (or his nominee) as part of the Capital Raising on theterms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby David Wall and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote, in accordance with the directions on the Proxy Form, or, itis cast by the person chairing 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. 6. RESOLUTION 6 - PARTICIPATION OF DIRECTOR IN CAPITAL RAISING - STEPHENSTALEY To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, subject to and conditional on the passing of all ConditionalResolutions, for the purposes of ASX Listing Rule 10.11 and section 195(4) ofthe Corporations Act and for all other purposes, approval is given for theCompany to issue up to that number of Shares which, when multiplied by theIssue Price, will raise up to $50,000, together with up to one (1)free-attaching Option for every one (1) Share issued, to Stephen Staley (orhis nominee) as part of the Capital Raising on the terms and conditions setout in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Stephen Staley and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote, in accordance with the directions on the Proxy Form, or, itis cast by the person chairing 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 - PARTICIPATION OF DIRECTOR IN CAPITAL RAISING - BRENTVILLEMARETTE To consider and, if thought fit, to pass, with or without amendment, thefollowing Resolution as an ordinary resolution: "That, subject to and conditional on the passing of all ConditionalResolutions, for the purposes of ASX Listing Rule 10.11 and section 195(4) ofthe Corporations Act and for all other purposes, approval is given for theCompany to issue up to that number of Shares which, when multiplied by theIssue Price, will raise up to $50,000, together with up to one (1)free-attaching Option for every one (1) Share issued, to Brent Villemarette(or his nominee) as part of the Capital Raising on the terms and conditionsset out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby Brent Villemarette and any of his associates. However, the Company need notdisregard a vote if it is cast by a person as a proxy for a person who isentitled to vote, in accordance with the directions on the Proxy Form, or, itis cast by the person chairing 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. 8. RESOLUTION 8 - ECP OPTIONS To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, subject to and conditional on the passing of all ConditionalResolutions and completion of the Icewine Acquisition, for the purposes of ASXListing Rule 7.1 and for all other purposes, approval is given for the Companyto issue up to 30,000,000 Options to Energy Capital Partners (ECP) or itsnominees on the terms and conditions set 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. 9. RESOLUTION 9 - HARTLEYS OPTIONS To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, subject to and conditional on the passing of all ConditionalResolutions and completion of the Icewine Acquisition, for the purposes of ASXListing Rule 7.1 and for all other purposes, approval is given for the Companyto issue, subject to satisfaction of the Fund Raising Condition, up to20,000,000 Options to Hartleys Limited (Hartleys) or its nominees on the termsand conditions set 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. 10. RESOLUTION 10 - ADOPTION OF INCENTIVE OPTION SCHEME To consider and, if thought fit, to pass, with or without amendment, thefollowing resolution as an ordinary resolution: "That, for the purpose of ASX Listing Rule 7.2 (Exception 9) and for all otherpurposes, approval is given to adopt an employee incentive scheme, being theCompany's Incentive Option Scheme, and to issue securities under that scheme,on the terms and conditions summarised in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a Director (except one who is ineligible to participate in any employeeincentive scheme in relation to the Company) and any associate of that person.However, the Company need not disregard a vote if it is cast by a person asproxy for a person who is entitled to vote, in accordance with the directionson the proxy form, or it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theproxy form to vote as the proxy decides. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 11. RESOLUTION 11 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - MICHAEL EVANS To consider and, if thought fit, to pass the following resolution as anordinary resolution: "That, subject to Resolution 10 being approved, for the purposes of ASXListing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and forall other purposes, approval is given for the Directors to grant up to8,000,000 Options to Michael Evans (or his nominee) under the Company'sIncentive Option Scheme on the terms and conditions set out in the ExplanatoryStatement". Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthat person. However, the Company need not disregard a vote if it is cast by aperson as 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 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. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 12. RESOLUTION 12 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - DAVID WALL To consider and, if thought fit, to pass the following resolution as anordinary resolution: "That, subject to Resolution 10 being approved, for the purposes of ASXListing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and forall other purposes, approval is given for the Directors to grant up to25,000,000 Options to David Wall (or his nominee) under the Company'sIncentive Option Scheme on the terms and conditions set out in the ExplanatoryStatement". Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthat person. However, the Company need not disregard a vote if it is cast by aperson as 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 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. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 13. RESOLUTION 13 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - STEPHEN STALEY To consider and, if thought fit, to pass the following resolution as anordinary resolution: "That, subject to Resolution 10 being approved, for the purposes of ASXListing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and forall other purposes, approval is given for the Directors to grant up to6,000,000 Options to Stephen Staley (or his nominee) under the Company'sIncentive Option Scheme on the terms and conditions set out in the ExplanatoryStatement". Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthat person. However, the Company need not disregard a vote if it is cast by aperson as 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 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. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 14. RESOLUTION 14 - ISSUE OF OPTIONS TO DIRECTOR UNDER SCHEME - BRENTVILLEMARETTE To consider and, if thought fit, to pass the following resolution as anordinary resolution: "That, subject to Resolution 10 being approved, for the purposes of ASXListing Rule 10.14 and sections 195(4) and 208 of the Corporations Act and forall other purposes, approval is given for the Directors to grant up to6,000,000 Options to Brent Villemarette (or his nominee) under the Company'sIncentive Option Scheme on the terms and conditions set out in the ExplanatoryStatement". Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a director of the Company (except one who is ineligible to participate inany employee incentive scheme in relation to the Company) and any associate ofthat person. However, the Company need not disregard a vote if it is cast by aperson as 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 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. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 15. RESOLUTION 15 - APPROVAL OF AMENDED 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 ASX Listing Rule 7.2 (Exception 9) and for allother purposes, approval is given for the Company to amend the terms of theShare Plan on the terms and conditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a Director (except one who is ineligible to participate in any employeeincentive scheme in relation to the Company) and any associate of that person.However, the Company need not disregard a vote if it is cast by a person asproxy for a person who is entitled to vote, in accordance with the directionson the proxy form, or it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theproxy form to vote as the proxy decides. Voting Prohibition Statement: A person appointed as a proxy must not vote, onthe basis of that appointment, on this Resolution if: a. the proxy is either: i. a member of the Key Management Personnel; or ii. a Closely Related Party of such a member; and b. the appointment does not specify the way the proxy is to vote on thisResolution. However, the above prohibition does not apply if: c. the proxy is the Chair; and d. the appointment expressly authorises the Chair to exercise the proxy eventhough this Resolution is connected directly or indirectly with remunerationof a member of the Key Management Personnel. 16. RESOLUTION 16 - RATIFICATION OF PRIOR ISSUE - 86,883 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 7.4 and for all other purposes,Shareholders ratify the issue of 86,883 Shares on the terms and conditions setout in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 17. RESOLUTION 17 - RATIFICATION OF PRIOR ISSUE - 2,279,712 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 7.4 and for all other purposes,Shareholders ratify the issue of 2,279,712 Shares on the terms and conditionsset out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 18. RESOLUTION 18 - RATIFICATION OF PRIOR ISSUE - 1,000,000 OPTIONS 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 7.4 and for all other purposes,Shareholders ratify the issue of 1,000,000 Options on the terms and conditionsset out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 19. RESOLUTION 19 - RATIFICATION OF PRIOR ISSUE - 6,200,000 OPTIONS 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 7.4 and for all other purposes,Shareholders ratify the issue of 6,200,000 Options on the terms and conditionsset out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 20. RESOLUTION 20 - RATIFICATION OF PRIOR ISSUE - 12,000,000 OPTIONS 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 7.4 and for all other purposes,Shareholders ratify the issue of 12,000,000 Options on the terms andconditions set out in the Explanatory Statement." Voting Exclusion: The Company will disregard any votes cast on this Resolutionby a person who participated in the issue and any associates of those persons.However, the Company need not disregard a vote if it is cast by a person as aproxy for a person who is entitled to vote, in accordance with the directionson the Proxy Form, or, it is cast by the person chairing the meeting as proxyfor a person who is entitled to vote, in accordance with a direction on theProxy Form to vote as the proxy decides. 21. RESOLUTION 21 - CHANGE OF COMPANY NAME To consider and, if thought fit, to pass the following Resolution as a specialresolution: "That, for the purposes of section 157(1)(a) of the Corporations Act and forall other purposes, approval is given for the name of the Company to bechanged to `88 Energy Limited'. Short Explanation: The Company proposes to change its name to more accuratelyreflect the proposed future activities of the Company, subject to theAcquisition completing. A copy of the full explanatory statement of the notice of meeting is availableon the Company's website - www.tangierspetroleum.com Dated: 8 January 2015 By order of the Board Mr David wallManaging Director Contacts RFC Ambrian LimitedAs Nominated AdviserMr Oliver Morse / Ms Trinity McIntyre +61 8 9480 2500 As Corporate BrokerMr Charlie Cryer

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