88 Energy Limited — Proxy Solicitation & Information Statement 2012

Feb 23, 2012

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ABN 80 072 964 179

NOTICE OF GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Meeting Monday 26 March 2012

Time of Meeting 2.00pm

Place of Meeting

The London Room, The George 216 St Georges Terrace Perth WA 6000

CONTENTS PAGE
Notice of General Meeting	3
Explanatory Statement	8
Schedules and Annexures	18
Glossary	28
Proxy Form	29
Corporate Representative Form	32

TIME AND PLACE OF MEETING AND HOW TO VOTE

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The General Meeting of the Shareholders to which this Notice of Meeting relates will be held at 2.00pm WST on 26 March 2012 at The London Room, The George 216 St Georges Terrace Perth WA 6000.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your Shareholding and your vote is important.

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 enclosed Proxy Form and return by:

• (a) post to PO Box 389, West Perth WA 6872

• (b) facsimile to the Company Secretary on facsimile number +61 (08) 9322 7211,

so that it is received not later than 2.00pm WST on 24 March 2012.

Proxy Forms received later than this time will be invalid.

ENTITLEMENT TO ATTEND AND VOTE

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the General Meeting.

The Company’s Directors have determined that all Shares of the Company that are quoted on ASX at 2.00pm WST on 24 March 2012 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

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NOTICE OF MEETING

Notice is given that a General Meeting of Tangiers Petroleum Limited (Company) will be held at The London Room, The George 216 St Georges Terrace Perth WA 6000 on 26 March 2012 commencing at 2.00pm WST.

AGENDA

1 RESOLUTION 1 - RATIFICATION OF PREVIOUS ISSUE OF SHARES

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

“That, for the purposes of Listing Rule 7.4 of ASX Limited and for all other purposes, this Meeting approves and ratifies the allotment and issue of 12,754,516 fully paid ordinary Shares at AUD $0.50 per share for a total placement value of $6,377,258, as announced on 30 January 2012.

Short Explanation: ASX Listing Rule 7.1 allows the Company to issue equity securities in any 12 month period representing up to 15% of its ordinary share capital on issue at the commencement of that period without shareholder approval. By obtaining ratification of shareholders under ASX Listing Rule 7.4 to the issue of the securities to the allottees, the Company will obtain relevant approval for the purposes of ASX Listing Rule 7.1 and thereby refresh the Company's capacity to make future issues of securities up to the 15% threshold. Please refer to the Explanatory Statement for details.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue that is the subject of this Resolution and any associates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

2 RESOLUTION 2 – APPROVAL OF ISSUE OF OPTIONS TO SHORE CAPITAL STOCKBROKERS LTD

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

“That, in accordance with Listing Rule 7.1 and for all purposes, Shareholders approve the allotment and issue of 1,637,062 Options to Shore Capital Stockbrokers or their nominated nominees, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed and any asscoiates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

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• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

3 RESOLUTION 3 – APPROVAL OF ISSUE OF OPTIONS TO OLD PARK LANE CAPITAL PLC

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

“That, in accordance with Listing Rule 7.1 and for all purposes, Shareholders approve the allotment and issue of 1,637,062 Options to Old Park Lane Capital or their nominated nominees for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed and any asscoiates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

4 RESOLUTION 4 – APPROVAL OF ISSUE OF OPTIONS TO CASIMIR CAPITAL LP

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

“That, in accordance with Listing Rule 7.1 and for all purposes, Shareholders approve the allotment and issue of 2,500,000 Options to Casimir Capital LP or their nominated nominees, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed and any asscoiates of those persons. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

5 RESOLUTION 5 – APPROVAL OF ISSUE OF OPTIONS TO CARMICHAEL CORPORATE

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

“That, in accordance with Listing Rule 10.11 and for all purposes, Shareholders approve the allotment and issue of 1,000,000 Options to Carmichael Corporate

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or their nominated nominees, for the purposes and on the terms set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who is to receive securities in relation to the entity and any associates of that person. However, the Company will not disregard a vote cast on this Resolution if:

• a) it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b) it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

EXPLANATORY STATEMENT

The Explanatory Statement accompanying this Notice of Meeting is incorporated in and comprises part of this Notice of Meeting.

Shareholders are specifically referred to the glossary in the Explanatory Statement which contains definitions of capitalised terms used both in this Notice of Meeting and the Explanatory Statement.

PROXIES

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (a) a proxy need not be a member of the Company; and

• (b) 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 and lodging Proxy Forms.

CORPORATE REPRESENTATIVE

Any corporate Shareholder who has appointed a person to act as its corporate representative at the meeting should provide that person with a certificate or letter executed in accordance with section 250D of the Corporations Act authorising him or her to act as that company’s representative. The authority may be sent to the Company and/or registry in advance of the Meeting or handed in at the Meeting when registering as a corporate representative. An appointment of corporate representative form is enclosed if required.

BY ORDER OF THE BOARD OF DIRECTORS

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Krystel Kirou Joint Company Secretary 24 February 2012

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s General Meeting to be held at The London Room, The George 216 St Georges Terrace Perth WA 6000 on 26 March 2012 commencing at 2.00pm WST.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the Resolutions.

This Explanatory Statement should be read in conjunction with the Notice of Meeting. Capitalised terms in this Explanatory Statement are defined in the glossary.

1 RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF SHARES 1.1 Background

On 30 January 2012, the Company announced it had issued 12,754,516 Shares at AUD$0.50 cents each to raise $6,377,258 using the Company's 15% placement capacity pursuant to ASX Listing Rule 7.1. Resolution 1 seeks to ratify this private placement of securities.

ASX Listing Rules 7.1, 7.4 and 7.5

Listing Rule 7.1 provides that a company must not, without prior approval of Shareholders, issue securities if the securities will in themselves or when aggregated with the securities issued by a company during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 (that is, the issue was within the Company's 15% capacity) and Shareholders subsequently approve it.

Under this resolution, the Company seeks from Shareholders approval for, and ratification of, the issues of securities set out below so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of securities in the next 12 months.

Listing Rule 7.5 provides that for Shareholders to approve an issue subsequently, the notice of meeting must include particular information. This information is as follows:

a) The number of securities allotted is 12,754,516 Shares.

b) The Shares were issued at an issue price of AUD$0.50 each.

c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company's current issued Shares.

d) The allottees of the Shares were investors entitled to accept offers of securities under section 708 of the Corporations Act being institutional and sophisticated investors, clients of Shore Capital Stockbrokers Ltd, Old Park Lane Capital PLC, Casimir Capital LP and Carmichael Corporate. None of the allottees are related parties of the Company.

e) The proceeds of the placement are intended to be used for advancing the Company’s exploration program in Morocco and Australia, to meet the costs of the Company’s AIM listing and to supplement the Company’s working capital.

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The Board believes that the ratification of this issue is beneficial for the Company. The Board recommends Shareholders vote in favour of Resolution 1 as it allows the Company to ratify the above issue of Securities and retain the flexibility to issue further securities representing up to 15% of the Company’s share capital during the next 12 months.

2 RESOLUTION 2 – APPROVAL OF ISSUE OF OPTIONS TO SHORE CAPITAL STOCKBROKERS LTD

2.1 Background

Resolution 2 seeks Shareholder approval for the allotment and issue of 1,637,062 Options “Option Placement” to Shore Capital Stockbrokers Ltd or their nominated nominees.

This issue of Options to Shore Capital Stockbrokers Ltd is pursuant with the appointment terms as stipulated in the Mandate dated 24 October 2011. The appointment of Shore Capital Stockbrokers was announced on 26 October 2011.

The effect of Resolution 2 will be to allow the Directors to issue the Options pursuant to the Options Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue:

• (a) the maximum number of Options to be granted is 1,637,062;

• (b) the issue and allotment of the Options will be no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil cash consideration;

• (d) the Options will be allotted and issued to Shore Capital Stockbrokers Ltd or their nominees who are not related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Annexure A.

3 RESOLUTION 3 – APPROVAL OF ISSUE OF OPTIONS TO OLD PARK LANE CAPITAL PLC

3.1 Background

Resolution 3 seeks Shareholder approval for the allotment and issue of 1,637,062 Options “Option Placement” to Old Park Lane Capital PLC or their nominated nominees.

This issue of Options to Old Park Lane Capital PLC is in line with the appointment terms stipulated in the Mandate dated 26 October 2011. The appointment of Old Park Lane Capital PLC was announced on 1 November 2011.

The effect of Resolution 3 will be to allow the Directors to issue the Options pursuant to the Options Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

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ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue:

• (a) the maximum number of Options to be granted is 1,637,062;

• (b) the issue and allotment of the Options will be no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil cash consideration;

• (d) the Options will be allotted and issued to Old Park Lane Capital PLC or their nominees who are not related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Annexure A.

4 RESOLUTION 4 – APPROVAL OF ISSUE OF OPTIONS TO CASIMIR CAPITAL LP

4.1 Background

Resolution 4 seeks Shareholder approval for the allotment and issue of 2,500,000 Options “Option Placement” to Casimir Capital LP or their nominated nominees.

This issue of Options is in line with the appointment terms stipulated in the Mandate. The appointment of Casimir Capital LP to act as the Company’s Principal American Liason (“PAL”) in relation to its OTCQX Listing, was announced on 18 October 2011.

The effect of Resolution 4 will be to allow the Directors to issue the Options pursuant to the Options Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue:

• (a) the maximum number of Options to be granted is 2,500,000;

• (b) the issue and allotment of the Options will be no later than 3 months after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil cash consideration;

• (d) the Options will be allotted and issued to nominees of Casimir Capital LP who are not related parties of the Company;

• (e) the Options will be issued on the terms and conditions set out in Annexure B.

5 RESOLUTION 5 – APPROVAL OF ISSUE OF OPTIONS TO CARMICHAEL CORPORATE

5.1 Background

Resolution 5 seeks Shareholder approval for the allotment and issue of 1,000,000 Options “Option Placement” to Carmichael Corporate or their nominated nominees.

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Carmichael Corporate has assisted the Company in undertaking the Share Placement referred to in Resolution 1. Under the terms of its Mandate Letter, in consideration of the services provided by Carmichael Corporate, the Company has agreed to issue to Carmichael Corporate 1,000,000 Options.

The effect of Resolution 5 will be to allow the Directors to issue the Options pursuant to the Options Placement during the period of 3 months after the General Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

Mr Mark Ceglinski is a Director of Carmichael Corporate therefore approval is sought under ASX Listing Rule 10.11. If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.11, the following information is provided in relation to the issue:

• (a) the maximum number of Options to be granted is 1,000,000;

• (b) the issue and allotment of the Options will be no later than 1 month after the date of the General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

• (c) the Options will be issued for nil cash consideration;

• (d) the Options will be allotted and issued Carmichael Corporate who is a related party of the Company. Mr Mark Ceglinski is a Director of Carmichael Corporate.

• (e) The Options will be issued as consideration of the services provided by Carmichael Corporate in assisting with the Placement and for their ongoing corporate advice.

• (f) No funds will be raised by the issue of the Options.

• (g) the Options will be issued on the terms and conditions set out in Annexure C.

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Appendix ‘A’

Terms and Conditions

Options issued to Shore Capital Stockbrokers Ltd and Old Park Lane Capital PLC

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the capital of the company.

• (b) The Options are exercisable at a price of 60 cents.

• (c) The Options will be unquoted and expire three years from the date of issue.

• (d) The Options are exercisable at any time on or prior to the expiry date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e) The Options are transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the expiry date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue to the holders of the underlying securities, the number of securities over which the optionis excercisable may be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

This rule does not apply to options issued pro rata on the same terms as options already on issue.

• (i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

• (j) In the event of any reorganisation of the issued capital of the company on or prior to the expiry date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

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Appendix ‘B’

Terms and Conditions Options issued to Casimir Capital LP

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the capital of the company.

• (b) The Options are exercisable at a price of 70 cents.

• (c) The Options will be unquoted and expire three years from the date of issue.

• (d) The Options are exercisable at any time on or prior to the expiry date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e)

• The Options are transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the expiry date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue to the holders of the underlying securities, the number of securities over which the optionis excercisable may be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

This rule does not apply to options issued pro rata on the same terms as options already on issue.

• (i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

• (j) In the event of any reorganisation of the issued capital of the company on or prior to the expiry date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

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Appendix ‘C’

Terms and Conditions Options issued to Carmichael Corporate

• (a) Each Option entitles the holder to subscribe for and be allotted one ordinary fully paid share in the capital of the company.

• (b) The Options are exercisable at a price of 70 cents.

• (c) The Options will be unquoted and expire three years from the date of issue.

• (d) The Options are exercisable at any time on or prior to the expiry date by notice in writing to the directors of the company accompanied by payment of the exercise price.

• (e) The Options are transferable.

• (f) All shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then existing ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of the Options.

• (g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, if from time to time on or prior to the expiry date the company makes an issue of new shares to the holders of ordinary fully paid shares, the company will send a notice to each holder of Options at least nine (9) Business Days before the record date referable to that issue. This will give Optionholders the opportunity to exercise their options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue to the holders of the underlying securities, the number of securities over which the optionis excercisable may be increased by the number of securities which the holder of the option would have received if the option had been exercised before the record date for the bonus issue.

This rule does not apply to options issued pro rata on the same terms as options already on issue.

• (i) There is no right to a change in the exercise price of the Options or to the number of shares over which the Options are exercisable in the event of a new issue of capital (other than a bonus issue) during the currency of the Options.

• (j) In the event of any reorganisation of the issued capital of the company on or prior to the expiry date, the rights of an Optionholder will be changed to the extent necessary to comply with the applicable ASX Listing Rules in force at the time of the reorganisation.

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Glossary

$ or A$	Australian dollars unless otherwise specified.
ASIC	The Australian Securities and Investments Commission.
ASX	ASX Limited or the market operated by that entity.
Board	the Board of Directors of the Company.
Chairman	the Chairman of the Company’s meetings of Shareholders as
	appointed in accordance with the Company’s constitution
	from time to time.
Company	Tangiers Petroleum Limited
Corporations Act	theCorporations Act 2001(Cth).
Director	Director of the Company.
Explanatory	the explanatory statement that accompanies this Notice of
Statement	Meeting.
Listing Rules	the Listing Rules of the ASX.
MeetingorGeneral	the meeting convened by the Notice of Meeting.
Meeting
NoticeorNotice of	this Notice of Meeting.
Meeting
Option	an option to acquire a Share.
Optionholder	holder of an option in the company.
Proxy Form	the proxy form accompanying the Notice of Meeting.
Resolution	a resolution set out in the Notice of Meeting.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	holder of a Share in the Company.
Shareholding	the aggregate of Shares held by a Shareholder.
WST	Western Standard Time.

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PROXY FORM TANGIERS PETROLEUM LIMITED (ABN 80 072 964 179)

Shareholder Details

Name: …………………………………………………………………………………………………………………………………………………………………. Address: ………………………………………………………………………………………………………………………………………………………………. Contact Telephone No: ……………………………………………………………………………………………………………………………………………… Contact Name (if different from above): ………………………………………………………………………………………………………………………….

Appointment of Proxy

I/We being a shareholder/s of Tangiers Petroleum Limited and entitled to attend and vote hereby appoint

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The Chairman of the meeting OR (mark with an ‘X’)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the General Meeting of Tangiers Petroleum Limited to be held at The London Room, The George 216 St Georges Terrace Perth WA 6000 on 26 March 2012 at 2.00pm WST and at any adjournment of that meeting.

IMPORTANT

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If the Chairman of the Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of the resolutions and that votes cast by the Chairman of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chairman of the Meeting intends to vote undirected proxies in favour of each resolution.

Voting directions to your proxy – please mark to indicate your directions Special Business

For Against Abstain*

Resolution 1 – Ratification of previous issue of shares

Resolution 2 – Approval of issue of options to Shore Capital Stockbrokers Ltd Resolution 3 - Approval of issue of options to Old Park Lane Capital PLC Resolution 4 – Approval of issue of options to Casimir Capital LP Resolution 5 – Approval of issue of options to Carmichael Corporate

*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Appointment of a second proxy (see instructions overleaf)

%

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary

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How to complete this proxy form

Your Name and Address

Please print your name and address as it appears on your holding statement and the Company’s share register. If Shares are jointly held, please ensure the name and address of each joint Shareholder is indicated. Shareholders should advise the Company of any changes. Shareholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a Shareholder of the Company.

Votes on Resolutions

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each Resolution. All your Shareholding will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any Resolution by inserting the percentage or number of Shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given Resolution, your proxy may vote as he or she chooses. If you mark more than one box on a Resolution your vote on that Resolution will be invalid.

If you direct your proxy how to vote validly in accordance with these instructions and your proxy fails to either attend the Meeting or vote on any directed Resolution, the Chairman of the Meeting is taken to have been appointed as the proxy for the purposes of voting on that Resolution at the Meeting and must vote in accordance with your proxy.

Voting entitlements

In accordance with the Corporations Act, the Company has determined that the Shareholding of each person for the purpose of determining entitlements to attend and vote at the Meeting will be the entitlement of that person set out in the Company’s share register as at 2.00pm WST on 24 March 2012. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Meeting.

Voting in person

A Shareholder that is an individual may attend and vote in person at the Meeting. If you wish to attend the Meeting, please bring the attached proxy form to the Meeting to assist in registering your attendance and number of votes. Please arrive 15 minutes prior to the start of the Meeting to facilitate this registration process.

A Shareholder that is a corporation may appoint an individual to act as its representative to vote at the Meeting in accordance with section 250D of the Corporations Act. The appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the Certificate is enclosed with this Notice of Meeting

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Appointment of a Second Proxy

You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company Secretary on +61 (08) 9322 2700 or you may photocopy this form.

To appoint a second proxy you must on each Proxy Form state (in the appropriate box) the percentage of your voting rights which are the subject of the relevant proxy. If both Proxy Forms do not specify that percentage, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Signing Instructions

You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the Shareholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the Company’s share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

Lodging your proxy form

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the Meeting being no later than 2.00pm WST on 24 March 2012. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

In person Tangiers Petroleum Limited 14 Emerald Terrace, West Perth WA 6005 By mail PO Box 389, West Perth WA 6872 By fax +61 (08) 9322 7211

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CORPORATE REPRESENTATIVE FORM

Shareholder Details

This is to certify that by a resolution of the Directors of:

………………………………………………………………………….…….….………... (Company), Insert name of shareholder company

the Company has appointed:

……………………..……………………………………………………………………….……….…, Insert name of corporate representative

in accordance with the provisions of section 250D of the Corporations Act 2001, to act as the body corporate representative of that company at the meeting of the members of Tangiers Petroleum Limited to be held on 26 March 2012 and at any adjournments of that meeting.

DATED ………………………………………………………. 2012

Please sign here Executed by the Company ) in accordance with its constituent ) documents )

.....................................................….… .......................................................….……… ……….….….. …………….... Signed by authorised representative Signed by authorised representative ........................................................… .......................................................….……… ………...….. ………….…... Name of authorised representative (print) Name of authorised representative (print)

.....................................................…… .......................................................….……… ……….…..….. ………..…….. Position of authorised representative Position of authorised representative (print) (print)

Instructions for Completion

• Insert name of appointor Company and the name or position of the appointee (eg “John Smith” or “each director of the Company”).

• Execute the Certificate following the procedure required by your Constitution or other constituent documents.

• Print the name and position (eg director) of each company officer who signs this Certificate on behalf of the company.

• Insert the date of execution where indicated.

• Send the Certificate to the registered office of Tangiers Petroleum Limited at PO Box 389, West Perth WA 6872 or fax the Certificate to the registered office at +61 (08) 9322 7211.

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