88 Energy Limited — Proxy Solicitation & Information Statement 2010

Sep 29, 2010

TANGIERS PETROLEUM LIMITED ABN 80 072 964 179

NOTICE OF GENERAL MEETING

EXPLANATORY STATEMENT & PROXY FORM

TIME: 11:00 am (WST) DATE: 9 November 2010 PLACE: 103 Abernethy Road Belmont, WA, 6104

This Notice of General Meeting is an important document and requires your immediate attention. Please read it carefully. If you are in doubt as to what you should do, please consult your professional adviser.

CONTENTS PAGE

Notice of General Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	5
Glossary	6
Proxy Form	7

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting of the Shareholders of Tangiers Petroleum Limited which this Notice of General Meeting relates will be held at 11:00 am (WST) on 9 November 2010 at:

103 Abernethy Road

Belmont, WA, 6104

VOTING IN PERSON

To vote in person, attend the General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the proxy form enclosed and either:

• (a) deliver the proxy form by hand to the Company’s registered office at 103 Abernethy Road, Belmont, Western Australia;

• (b) mail the proxy form to the Company’s registered office at PO Box 566, Belmont, Western Australia, 6984; or

• (c) send the proxy from by facsimile to the Company on facsimile number +61 8 9277 6818,

so that it is received not later than 11:00 am (WST) on 7 November 2010.

Proxy forms received later than this time will be invalid.

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Tangiers Petroleum Limited will be held at 103 Abernethy Road, Belmont, Western Australia at 11:00 am (WST) on 9 November 2010.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11.00 am (WST) on 7 November 2010.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice of Meeting describes the matters to be considered at the Meeting.

RESOLUTION 1 – REMOVAL OF MR ALAN IVAN ROY BURGESS AS A DIRECTOR

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, Mr Alan Ivan Roy Burgess be and is hereby removed as a Director of Tangiers Petroleum Limited.”

RESOLUTION 2 – REMOVAL OF MR CHRISTOPHER ROWE AS A DIRECTOR

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That in accordance with section 203D of the Corporations Act, Mr Christopher Rowe be removed as a Director of the Company with effect from the close of the meeting.”

RESOLUTION 3 – REMOVAL OF MR LEITH WALE AS A DIRECTOR

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That in accordance with section 203D of the Corporations Act, Mr Leith Wale be removed as a Director of the Company with effect from the close of the meeting.”

RESOLUTION 4 – REMOVAL OF MR HOWARD DAWSON AS A DIRECTOR

To consider and if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

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“That in accordance with section 203D of the Corporations Act, Mr Howard Dawson be removed as a Director of the Company with effect from the close of the meeting.”

RESOLUTION 5 – APPOINTMENT OF MR BRENT VILLEMARETTE AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, Mr Brent Villemarette, having consented to act, be appointed a Director of the Company with effect from the close of the meeting.”

RESOLUTION 6 – APPOINTMENT OF MR MARK JOSEPH CEGLINSKI AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, Mr Mark Joseph Ceglinski, having consented to act, be appointed a Director of the Company with effect from the close of the meeting.”

DATED: 28 AUGUST 2010

BY ORDER OF THE BOARD

MR MICHAEL HIGGINSON COMPANY SECRETARY TANGIERS PETROLEUM LIMITED

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the General Meeting.

The Directors recommend that Shareholders read this Explanatory Statement and attend the General Meeting.

BACKGROUND

The Board is currently comprised of Messrs Christopher Rowe, Leith Wale, Howard Dawson and Ivan Burgess.

On 9 September 2010, Mr Burgess hand delivered to the Company a notice pursuant to section 249D of the Corporations Act (the “Notice”) to convene a general meeting for the purpose of seeking the approval of members to remove Messrs Christopher Rowe, Leith Wale and Howard Dawson as Directors and appoint Messrs Brent Villemarette and Mark Ceglinski as Directors.

Following receipt of the Notice, the Board of the Company resolved to remove Mr Burgess as Managing Director. Mr Burgess currently retains the role of non-executive Director.

Despite the fact that Carmichael Corporate Pty Ltd had been engaged as the Company’s corporate advisor, they arranged for the issue of the Notice.

Mr Ceglinski is a director of Carmichael Corporate Pty Ltd.

The Notice was executed by the following parties:

Name	Number of shares held
Ivan Burgess Ivan Burgess & Helen Burgess Ian Dorrington Oakstream Pty Ltd Genesta Holdings Pty Ltd Alnus Pty Ltd One Dog Holdings Pty Ltd Peninusla Investments (WA) Pty Ltd Austock Investments Pty Ltd Medi Holdings Pty Ltd Market Properties Pty Ltd Dreamlight Nominees Pty Ltd	171,436 405,800 1,000,000 1,000,000 1,000,000 900,000 815,530 4,000,000 1,423,655 228,920 50,000 2,100,000
Total	13,095,341

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Resolution 1

Resolution 1 of the Notice of General Meeting is included in the Notice of Meeting because the non-executive Directors (other than Mr Burgess) are of the view that Mr Burgess has failed to properly execute his duties as a Director of the Company.

Resolutions 2 - 6

Messrs Rowe, Wale and Dawson recommend that Shareholders vote against Resolutions 2 to 6 inclusive, as they consider the removal of the non-executive Directors (other than Mr Burgess) to not be in the best interest of the Company.

Messrs Rowe, Wale and Dawson ask all Shareholders to note that this action has been initiated by a paid corporate advisor to the Company, in tandem with the Company’s then Managing Director, and that it will have the effect of circumventing the governance role that non-executive Directors undertake to supervise and assist the executives of a public Company in the execution of their duties.

Messrs Rowe, Wale and Dawson consider the actions of Carmichael Corporate Pty Ltd and Mr Burgess to be unwarranted, unnecessary and a distraction to the business of Tangiers.

It is the responsibility of the Board of Directors to protect and serve the interests of all Shareholders, without favour or self interest.

The Directors (excluding Ivan Burgess) recommend voting against Resolutions 2 to 6 inclusive.

ENQUIRIES

Shareholders should contact the Company Secretary on +61 8 9478 5399 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

Board means the board of Directors of the Company.

Company means Tangiers Petroleum Limited (ABN 80 072 964 179).

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Meeting or General Meeting means the General Meeting convened by the Notice of Meeting.

Notice of Meeting means the notice of General Meeting accompanying this Explanatory Statement.

Shareholder means a shareholder in the Company.

WST means Western Australian standard time.

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TANGIERS PETROLEUM LIMITED ABN 80 072 964 179 PROXY FORM

APPOINTMENT OF PROXY

I/We

being a Member of TANGIERS PETROLEUM LIMITED entitled to attend and vote at the Meeting, hereby

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at 11.00 am (WST) on 9 November 2010 at 103 Abernethy Road, Belmont, Western Australia and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN Resolution 1 Removal of Alan Ivan Roy Burgess Resolution 2 Removal or Christopher Rowe Resolution 3 Removal of Leith Wale Resolution 4 Removal of Howard Dawson Resolution 5 Appointment of Brent Villemarette Resolution 6 Appointment of Mark Ceglinski

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Signed this day of 2010

By:

Individuals and joint holders

Companies (affix common seal if appropriate)

Signature Signature Signature

Director Director/Company Secretary

Sole Director and Sole Company Secretary

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TANGIERS PETROLEUM LIMITED ABN 80 072 964 179 Instructions for Completing ‘Appointment of Proxy’ Form

1. A member entitled to attend and vote at a Meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

2. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

3. Corporate Shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

4. directors of the company;

5. a director and a company secretary of the company; or

6. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a proxy form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

6.

To vote by proxy, please complete and sign the proxy form enclosed:

• (d) deliver the proxy form by hand to the Company’s registered office at 103 Abernethy Road, Belmont, Western Australia;

• (e) mail the proxy form to the Company’s registered office at PO Box 566, Belmont, Western Australia, 6984; or

• (f) send the proxy from by facsimile to the Company on facsimile number +61 8 9277 6818,

so that it is received not later than 11:00 am (WST) on 7 November 2010.

Proxy forms received later than this time will be invalid.

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