Energy SpA — AGM Information 2013

Oct 3, 2013

RESOLUTIONS

OF

CARACAL ENERGY INC.

(Passed on 3 October 2013)

At the Special Meeting of Shareholders of Caracal Energy Inc., duly convened and held at Westwinds Room, 555 – 4th Avenue SW, Calgary, Alberta, at 10:30 a.m. (Calgary time) on 3 October 2013, all resolutions were passed. Such resolutions are set out below:

RESOLUTION 1

Amendment to Articles of the Corporation - FTSE eligibility requirements

"Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. the amendment of the Articles of the Corporation pursuant to section 173(1)(o) of the Canada Business Corporations Act to add under "Item 7 - Other Provisions": "The Corporation will adhere to the General Principles of the UK's City Code on Takeovers and Mergers to the extent reasonably practicable" be and the same is hereby authorized and approved; and

2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."

RESOLUTION 2

Amendment to Articles of the Corporation – Allotment and Pre-emption Rights Provisions

"Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. the amendment of the Articles of the Corporation pursuant to section 173(1)(g) of the Canada Business Corporations Act to make changes to the Allotment Provisions and the Pre-emption Rights Provisions such that Articles 4 and 5 of the rights, privileges, restrictions and conditions in respect of the Common Shares of the Corporation which are contained in Item 3 of the Articles of the Corporation shall be replaced in their entirety by the provisions set forth in Appendix "A" to the Circular be and the same is hereby authorized and approved;

2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing; and

3. notwithstanding approval of this resolution, the Board of Directors may by resolution determine not to implement the amendment of the Articles contemplated hereby."

RESOLUTION 3

Approval of Annual Allotment Amounts

"Whereas the Articles of the Corporation provide that shareholders of the Corporation may authorise the Board of Director's to issue new equity securities (including common shares of the

1

Corporation ("Common Shares")) up to aggregate numbers specified by ordinary resolution of the shareholders of the Corporation;

Be it hereby resolved as an ordinary resolution of the shareholders of the Corporation that:

1. that the authority conferred on the Board of Directors by paragraph 4.2 of the Articles of the Corporation be granted and that for this purpose:

a. the Authorised Allotment Amount (as defined in the Articles) be 38,167,058 Common Shares;

b. the Rights Issue Allotment Amount (as defined in the Articles) be 38,167,058 Common Shares; and

c. the Allotment Period (as defined in the Articles) be the period ending at the end of the annual shareholder meeting in 2014 or on June 30, 2014, whichever is the earlier; and

1. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."

RESOLUTION 4

Approval of General Dis-application of Pre-emption Rights

"Whereas:

A. the Articles of the Corporation require that, subject to certain exceptions, upon the issue of equity securities wholly for cash, the Corporation must first offer those equity securities to existing shareholders in proportion to their existing holdings (the "Pre-emptive Rights"); and

B. in accordance with the Articles of the Corporation, the shareholders may authorize a number of equity securities that the Board of Directors are empowered to issue during the Allotment Period in reliance on the limited dis-application of the Pre-emptive Rights;

Be it hereby resolved as a special resolution of the shareholders of the Corporation that:

1. subject to the passing of the resolutions approving the Authorised Allotment Amount, the Rights Issue Allotment Amount and the Allotment Period (all as defined in the Articles) and authorizing the Board of Directors to issue new common shares (the "Common Shares") of the Corporation or rights to subscribe for Common Shares or securities convertible into Common Shares (collectively, the "Allotment Resolutions"), the power conferred on the Board of Directors by paragraph 4.3 of the Articles be granted for the Allotment Period referred to in the Allotment Resolutions and, for such Allotment Period, the Non-Pre-Emptive Amount (as defined in the Articles) shall be 5,782,880 Common Shares; and

2. any director or officer of the Corporation is hereby authorized to do such things and to sign, execute and deliver all documents that such director or officer may, in his or her sole discretion, determine to be necessary in order to give full effect to the intent and purpose of the foregoing."