88 Energy Regulatory News (88E)

10 February 2014 Tangiers Petroleum Limited Update on Takeover Bid for Jacka Resources Tangiers Petroleum Limited ("Tangiers" of the "Company") (ASX: TPT; AIM: TPET)advises that in relation to its previously announced off market takeover bidfor Jacka Resources Ltd ("Jacka"), it has today released a Second SupplementaryBidder's Statement and Jacka has released a Supplementary Target's Statement. Copies of both statements are set out below. BRENT VILLEMARETTEExecutive Director Tangiers Petroleum LimitedLevel 2, 5 Ord StreetWest Perth WA 6005, AustraliaPh: + 61 8 9485 0990www.tangierspetroleum.com Contacts RFC Ambrian Limited (Nominated Adviser)Mr Stuart Laing+61 8 9480 2506 Peel Hunt LLP (Joint AIM Broker)Mr Richard CrichtonMr Andy Crossley+ 44 20 7418 8900 Mr Ed Portman (Media and Investor Relations - United Kingdom)Tavistock Communications+44 20 7920 3150 10 February 2014 TANGIERS PETROLEUM LIMITED Second Supplementary Bidder's Statement 1. Introduction This document is a supplementary bidder's statement under section 643 of theCorporations Act 2001 (Cth). It is the second supplementary bidder's statement(Second Supplementary Bidder's Statement) issued by Tangiers Petroleum LimitedACN 072 964 179 (Tangiers) in relation to its off market takeover bid for allthe shares and listed options in Jacka Resources Limited ACN 140 110 130(Jacka). This Second Supplementary Bidder's Statement supplements, and shouldbe read together with, Tangiers' bidder's statement dated 20 January 2014(Original Bidder's Statement) and First Supplementary Bidder's Statement dated5 February 2014. 2. Termination of bid implementation agreement On the evening of 7 February 2014, Tangiers received notice from Jackaterminating the bid implementation agreement between Jacka and Tangiers dated 5December 2013 (BIA). Jacka's termination notice was provided in accordance with clause 10.2(b) ofthe BIA, which provides that Jacka may terminate the BIA if the conditionsprecedent to the completion of the farm-in agreement between Tangiers, DVMInternational Sarl, Galp Energia Tarfaya BV and Galp Energia SGPS SA (Galp)dated 1 December 2012 (Farm-in Agreement) had not been satisfied by 1 February2014. As at the date of this Second Supplementary Bidder's Statement, the soleoutstanding condition precedent under the Farm-in Agreement relates to writtenapproval by ONHYM of the relevant association contract. Jacka has also requested that Tangiers pay to it an agreed break fee of$300,000 in accordance with the BIA. The risk of not obtaining ONHYM's approval for the relevant associationcontract was disclosed in section 9.2(e) of the Original Bidder's Statement.Tangiers continues to expect that the approval will be obtained and considersthat any risk of termination of the Farm-in Agreement is extremely low giventhe funds that Galp has already expended and the significant amount ofpreparatory work that Galp has undertaken, and continues to undertake, fordrilling the exploration well. 3. Timetable and process The Takeover Bid is scheduled to close at 7.00 pm (Sydney time) on 18 March2014 (unless extended or withdrawn in accordance with the Corporations Act). Jacka Securityholders who have any questions in relation to the Takeover Bidshould call Tangiers Offers Information Line on 1300 453 060 or +61 3 94154040. 4. Other notices Unless the context otherwise requires, terms defined in the Original Bidder'sStatement have the same meaning as in this Second Supplementary Bidder'sStatement. A copy of this Second Supplementary Bidder's Statement has been lodged withASIC. Neither ASIC nor any of its officers take any responsibility for itscontents. Signed for and on behalf of Tangiers following a resolution by the soledirector of Tangiers. BRENT VILLEMARETTEExecutive Director Jacka Resources Limited Supplementary Target's Statement dated 10 February 2014 in relation to the takeover bid by Tangiers Petroleum Limited ACN 072 964 179for all the ordinary shares and listed options in Jacka Resources Limited ACN140 110 130. 1 Introduction This document is a supplementary target's statement under section 644 of theCorporations Act. It is the first supplementary target's statement(Supplementary Target's Statement) issued by Jacka Resources Limited ACN 140110 130 (Jacka) in relation to the off-market takeover bid (Tangiers Offer) forall of the ordinary shares and listed options in Jacka made by TangiersPetroleum Limited ACN 072 964 179 (Tangiers). This Supplementary Target'sStatement supplements, and should be read together with, Jacka's target'sstatement dated 20 January 2014 (Original Target's Statement). 2 Update in relation to Tangiers Offer 2.1 Uncertainty regarding composition and intentions of Tangiers Board Jacka shareholders should have now received both a Bidder's Statement fromTangiers, and a Target's Statement from Jacka providing detailed information inrelation to the Tangiers Offer which opened on 4 February 2014 as well as theJacka directors' recommendation in relation to the Tangiers Offer. As the bid consideration under the Tangiers Offer comprises solely of Tangiersshares, in deciding whether to recommend the Tangiers Offer the Jacka directorstook into account the intentions of the Tangiers board of directors at the timein relation to the merged group should the Tangiers Offer be successful. On the same day as the Tangiers Offer opened, Tangiers announced to ASX thattwo of the three Tangiers' directors - being Ms Eve Howell and Mr Max de Vietri- had resigned, effective immediately, citing the loss of support of severalmajor Tangiers shareholders. Since these resignations were announced, Jacka and its advisors have met withTangiers' remaining sole director, Mr Brent Villemarette, and members or theTangiers executive management team to discuss the implications of theseresignations on the Tangiers Offer. Tangiers has informed Jacka that it is in the process of seeking to appoint newdirectors to the Tangiers board, and that Tangiers shares are likely to remainin suspension from trading until this takes place. Trading in Jacka shares hasalso been suspended while Tangiers resolves the appointment of at least twodirectors, and the intentions of the new Tangiers board in relation to theTangiers Offer (and the merged entity should the Tangiers Offer be successful)are clarified. 2.2 Uncertainty regarding availability of Tangiers loan facility In connection with the Tangiers Offer announced on 5 December 2013, Jackarequired Tangiers to make available a A$2.5 million loan facility so as toprovide Jacka with funding to support its ongoing activities whilst theTangiers Offer remained open for acceptance. Jacka has already drawn down A$300,000 under this loan facility, and has beenliaising with Tangiers regarding the drawdown of the remaining $2.2 millionavailable under the facility. Jacka intends to use any amounts drawn down underthe Tangiers loan facility in part to repay existing loan facilities of $1.7million which are scheduled to be repaid on 13 March 2014 (unless repaidearlier or agreement is reached to extend the repayment date of thesefacilities). Under the Tangiers loan facility documentation, draw down on the facility isconditional on (amongst other things) Tangiers' consent being obtained (suchconsent not to be unreasonably withheld or delayed). Given Tangiers' currentposition, Jacka considers it unlikely that Tangiers will agree to advance anyfurther funding under the Tangiers loan facility until Tangiers has appointedadditional directors and the new Tangiers board is able to meet to considerJacka's drawdown request. If Jacka is not able to draw down under the Tangiers loan facility within areasonable time period, Jacka will need to move quickly to source alternativefinance in order to be able to repay amounts owing under the existing loanfacilities and otherwise provide for the ongoing working capital requirementsof the company. 2.3 Termination of Bid Implementation Agreement In view of Jacka's current financial position, Jacka's board of directorsconsider it necessary for the company to actively seek, respond to and examinepotential alternative transactions (financing or otherwise) in order to addressJacka's short term funding requirements. The Bid Implementation Agreement (BIA) entered into by Jacka and Tangiers on 5December 2013 to facilitate the Tangiers Offer contained numerous restrictionson Jacka which, if they continued to apply to Jacka, would restrict it fromsoliciting alternative transactions. Further, the BIA placed ongoingobligations on Jacka's directors to continue to support and promote theTangiers Offer. Under the BIA, Tangiers granted Jacka the right to terminate the agreement inthe event that all of the conditions precedent to Galp's farmin to Tangiers'Moroccan permits have not been satisfied on or before 1 February 2014. Further,Tangiers agreed to pay Jacka a break fee of $300,000 if Jacka exercised thistermination right. Tangiers confirmed to Jacka last week that certain of the conditions precedentto the Galp farm-in agreement have still not been met, such that Jacka isentitled to terminate the BIA. Accordingly and for the above reasons, on 7 February 2014 the Jacka board ofdirectors decided to exercise its right to terminate the BIA and has notifiedTangiers accordingly. Jacka has also requested payment of the $300,000 breakfee from Tangiers, which amount is due to be paid on or before 11 March 2014. 3 Tangiers Offer and investigation of alternatives Importantly, termination of the BIA does not deprive Jacka shareholders andlisted optionholders of the opportunity to consider the Tangiers Offer, whichremains open for acceptance until 7:00 pm (Sydney time) on 18 March 2014(unless extended). In the circumstances, Jacka's board of directors recommends that Jackashareholders and listed optionholders take no action in relation to theTangiers Offer until further information is available regarding the compositionof the Tangiers board and their intentions in relation to the Tangiers Offerand the merged entity should the Tangiers Offer be successful. The Jacka board of directors will re-consider its recommendation in relation tothe Tangiers Offer, and advise Jacka shareholders and listed optionholders ofwhether to accept or reject that offer, once it has had the opportunity to meetwith the new Tangiers board and understand its intentions in relation to theTangiers Offer and the merged entity. Jacka has now commenced actively investigating other available options(including corporate and asset level transactions) in order to urgently addressJacka's immediate funding requirements. Any proposed transaction will need toinclude a solution to Jacka's short term funding requirements, as well asprovide long term shareholder value for Jacka shareholders. Jacka will continue to update shareholders on any material developments. Jacka shareholders and listed optionholders who have any questions in relationto the Tangiers Offer should call the Jacka Securityholder Information Line on1300 433 306 (a toll-free line for calls made from within Australia) or +61 89388 0944 (for calls made from outside Australia). 4 Consents This Supplementary Target's Statement includes or is accompanied by statementswhich are made in or based on statements made in documents lodged with ASIC oron the company announcement platform of ASX. Under the terms of ASIC ClassOrder 01/1543, the parties making those statements are not required to consentto, and have not consented to, those statements being included in thisSupplementary Target's Statement. If you would like to receive a copy of any ofthese documents, or the relevant parts of the documents containing thestatements, please contact Ms Wilton-Heald on +61 8 9481 0389 and you will besent copies free of charge. 5 Other notices Unless the context otherwise requires, terms defined in the Original Target'sStatement have the same meaning as in this Supplementary Target's Statement. This Supplementary Target's Statement prevails to the extent of anyinconsistency with the Original Target's Statement. A copy of this Supplementary Target's Statement has been lodged with ASIC.Neither ASIC nor any of its officers take any responsibility for its contents. Signed for and on behalf of Jacka following a resolution of the directors ofJacka. Scott SpencerChairman