Dated as of November 7, 2025

TACOil

Notice of Annual General Meeting and Management Information Circular

For the Annual General Meeting of Shareholders to be held on December 4, 2025

TAG Oil Notice of Annual General Meeting and Management Information Circular

Notice of Annual General Meeting ... 2
Management Information Circular ... 3
General Proxy Information ... 3
Currency ... 6
Interest of Certain Persons and Companies in Matters to be Acted Upon ... 6
Voting Securities and Principal Holders of Voting Securities ... 6
Quorum; Votes Necessary to Pass Resolutions ... 7
Compensation of Executive Officers ... 7
Securities Authorized for Issuance Under Equity Compensation Plans ... 7
Indebtedness of Directors and Executive Officers ... 7
Interest of Informed Persons in Material Transactions ... 7
Management Contracts ... 8
Audit Committee ... 8
Corporate Governance Disclosure ... 10
Particulars of Matters to be Acted Upon ... 13
Other Matters ... 21
Documents Incorporated by Reference ... 21
Additional Information ... 21
Board Approval ... 21
Appendix "A" - Audit Committee Charter ... 22
Appendix "B" - Stock Option Plan ... 28

TAGOil

1710-1050 West Pender Street
Vancouver, BC, V6E 3S7

NOTICE OF ANNUAL GENERAL MEETING

Take notice that the annual general meeting (the "Meeting") of the shareholders of TAG Oil Ltd. (the "Company") will be held at the offices of the Company, located at 1710-1050 W. Pender Street, Vancouver, BC, V6E 3S7 on December 4, 2025, at 10:00 a.m. (PST), for the following purposes:

To receive the consolidated financial statements of the Company for its fiscal year ended December 31, 2024, and the report of the auditors thereon.
To fix the number of directors for the ensuing year at five (5).
To elect directors to hold office until the next shareholders' meeting of the Company.
To appoint Deloitte LLP as the auditor of the Company to hold office until the next shareholders' meeting of the Company and to authorize the directors to fix the remuneration to be paid to the auditor.
To consider and, if deemed fit, approve an ordinary resolution to confirm the Company's stock option plan, as required annually by the policies of the TSX Venture Exchange.
To consider any permitted amendment to or variation of any matter identified in this notice of the Meeting and to transact such other business as may properly come before the Meeting or any adjournment thereof.

A Management Information Circular ("Information Circular") accompanies and is deemed to form part of this notice of the Meeting. The Information Circular contains details of matters to be considered at the Meeting. Additional information is also available free of charge on SEDAR+ at www.sedarplus.ca.

A shareholder who is unable to attend the Meeting and who wishes to ensure that such shareholder's shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy (the "Proxy"), or another suitable form of proxy, and deliver it in accordance with the instructions set out in the Proxy and in the Information Circular.

If you have any questions about the procedures required to qualify to vote at the Meeting or about obtaining and depositing the required Proxy, you should contact the Company's transfer agent, Computershare Investor Services Inc., by fax within North America at 1-866-249-7775, outside North America at 416-263-9524, by telephone (toll free) at 1-866-732-8683 or by e-mail at [email protected].

Dated at Vancouver, British Columbia, November 7, 2025.

BY ORDER OF THE BOARD OF DIRECTORS

"Abdel (Abby) Badwi"

Abdel (Abby) Badwi
Executive Chairman and Chief Executive Officer

TAG Oil Notice of Annual General Meeting and Management Information Circular

TAGOil
1710-1050 West Pender Street
Vancouver, BC, V6E 3S7

MANAGEMENT INFORMATION CIRCULAR

as at November 7, 2024

This Management Information Circular ("Information Circular") is furnished in connection with the solicitation of proxies by the management of TAG Oil Ltd. ("TAG" or the "Company") for use at the annual general meeting of its shareholders (the "Meeting") to be held on December 4, 2025, at the time and place and for the purposes set forth in the accompanying notice of the Meeting. Except where otherwise indicated, the information contained herein is stated as at November 7, 2025.

In this Information Circular, references to "TAG Oil Ltd.", "TAG", "the Company", "we" and "our" refer to TAG Oil Ltd. "Common Shares" means common shares in the capital of the Company. "Beneficial Shareholders" means shareholders who do not hold Common Shares in their own name, "Registered Shareholders" means shareholders whose names appear on the records of the Company as the registered holders of Common Shares and "intermediaries" refers to brokers, investment firms, clearing houses, trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans and similar entities that own securities on behalf of Beneficial Shareholders.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The form of proxy accompanying this Information Circular (the "Proxy") is solicited by and on behalf of the management of the Company. The solicitation of Proxies will be primarily by mail, but Proxies may be solicited personally, by telephone or other means of communication and by directors, officers, and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to Beneficial Shareholders, and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying Proxy are officers of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy. The only methods by which you may appoint a person as proxy are submitting the Proxy, or other suitable form of proxy, by mail, hand delivery, fax, phone or by way of the Internet, as set out on the accompanying Proxy.

Voting by Proxyholder; Exercise of Discretion

The persons named in the Proxy will vote or withhold from voting the Common Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly.

The Proxy confers discretionary authority on persons named therein with respect to:

(a) each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

TAG Oil Notice of Annual General Meeting and Management Information Circular

(b) any amendment to or variation of any matter identified therein; and
(c) any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

If you are a Registered Shareholder, you may wish to vote by Proxy whether or not you are able to attend the Meeting in person. If you submit a Proxy, you must complete, date and sign the Proxy and then return it to the Company's transfer agent, Computershare Investor Services Inc. ("Computershare"), by fax within North America at 1-866-249-7775, outside North America at 416-263-9524, by phone at 1-866-732-8683, by way of the Internet at www.investorvote.com, or by mail or by hand at 9th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, no later than 10:00 a.m. (PST) on December 2, 2025.

Beneficial Shareholders

The following information is of importance to many shareholders of the Company who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only Proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the name of the shareholder's broker or an agent of that broker. In the U.S., the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

If you are a Beneficial Shareholder:

You should carefully follow the instructions of your broker or intermediary in order to ensure that your Common Shares are voted at the Meeting.

The form of proxy or voting instruction form supplied to you by your broker will be similar to the Proxy provided to Registered Shareholders of the Company. However, its purpose is limited to instructing the intermediaries on how to vote on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions Inc. ("Broadridge") in the U.S. and in Canada. Broadridge mails a voting instruction form in lieu of a Proxy provided by the Company. The voting instruction form will name the same persons as the Company's Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than the persons designated in the voting instruction form, to represent you at the Meeting. To exercise this right, you should insert the name of the desired representative in the blank space provided in the voting instruction form. The completed voting instruction form must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the Internet, in accordance with Broadridge's instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a voting instruction form from Broadridge, you cannot use it to vote Common Shares directly at the Meeting. The voting instruction form must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have the Common Shares voted.

TAG Oil Notice of Annual General Meeting and Management Information Circular

Although, as a Beneficial Shareholder, you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Common Shares in that capacity. If you wish to attend at the Meeting and indirectly vote your Common Shares as proxyholder for your broker, or have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on your voting instruction form provided to you and return the same to your broker in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy, which would enable you, or a person designated by you, to attend at the Meeting and vote your Common Shares.

There are two (2) kinds of Beneficial Shareholders: those who object to their name being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners); and those who do not object to the issuers of the securities they own knowing who they are (called NOBOs for Non-Objecting Beneficial Owners).

The Company has decided to continue to take advantage of those provisions of National Instrument 54-101, Communication with Beneficial Owners of Securities of Reporting Issuers ("NI 54-101") that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (the "VIF") from Computershare. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as fully described on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Common Shares represented by the VIFs they receive. The Company intends to pay for intermediaries to deliver the proxy related materials and related forms with respect to the Meeting to OBOs. The Company is not sending the Meeting materials to shareholders using "notice-and-access", as defined in NI 54-101.

NOBOs should carefully follow the instructions of Computershare, including those regarding when and where to complete the VIFs that are to be returned to Computershare. Should a NOBO wish to vote at the Meeting in person, the NOBO must insert the name of the NOBO in the space provided and attend the Meeting and vote in person.

NOBOs who wish to change their vote must contact Computershare to arrange to change their vote in sufficient time in advance of the Meeting.

These shareholder materials are being sent to both Registered Shareholders and Beneficial Shareholders. If you are a Beneficial Shareholder, and the Company or its agent has sent these materials directly to you, your name, address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding Common Shares on your behalf.

By choosing to send these shareholder materials to you directly, the Company (and not the intermediary holding Common Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions as specified in the request for voting instructions.

Beneficial Shareholders with questions respecting the voting of Common Shares held through a stockbroker or other financial intermediary should contact that stockbroker or other intermediary for assistance.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy, or other suitable form of proxy, may revoke it by:

TAG Oil Notice of Annual General Meeting and Management Information Circular

(a) executing a Proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder's authorized attorney in writing, or, if the Registered Shareholder is a company, under its corporate seal by an officer or attorney duly authorized, and by delivering the Proxy bearing a later date or the notice of revocation to Computershare or at the head office of the Company at 1710-1050 West Pender Street, Vancouver, BC, V6E 3S7, or

(b) at the address of the Company's Attorney for Service in British Columbia at 3500-1133 Melville Street, Vancouver, BC, V6E 4E5, at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law, or

A revocation of a Proxy will not affect a matter on which a vote is taken before the revocation.

CURRENCY

All currency amounts in this Information Circular are expressed in Canadian dollars, unless otherwise indicated.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Other than as set out herein, no director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

The board of directors of the Company (the "Board") has fixed October 30, 2025, as the record date (the "Record Date") for the determination of persons entitled to receive notice of, and vote at, the Meeting and any adjournment thereof. Only Registered Shareholders at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a Proxy, or other suitable form of proxy, in the manner and subject to the provisions described above will be entitled to vote or to have their Common Shares voted at the Meeting.

The Company is authorized to issue an unlimited number of Common Shares without par value. As at November 7, 2025, there were 226,461,692 Common Shares without par value issued and outstanding, each carrying the right to one vote. The Company has no other classes of voting securities.

As at the date of this Information Circular, to the knowledge of the directors and executive officers of the Company, no one shareholder beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all of the outstanding Common Shares of the Company, except as follows:

Shareholder Name	Number of Common Shares^{(1)}	Percentage of Class
Askar Alshinbayev	29,994,500	13.2%

Notes:
1) As reported in public filings.

TAG Oil Notice of Annual General Meeting and Management Information Circular

QUORUM; VOTES NECESSARY TO PASS RESOLUTIONS

The Company's Articles provide that a quorum for the transaction of business at any shareholders' meeting is two (2) shareholders or proxyholders present, representing an aggregate of at least 5% of the issued Common Shares entitled to be voted at the shareholders' meeting. If a quorum is not present within one-half hour after the time set for the commencement of the Meeting, the Meeting will be adjourned and set over for one week to the same time and place, and thereupon whatever number of Common Shares is represented at such adjournment shall constitute a quorum.

A simple majority (being 50% plus one vote) of affirmative votes cast at the Meeting is required to pass an ordinary resolution of the Company, whereas a special majority (being 66 2/3%) of affirmative votes cast at the Meeting is required to pass a special resolution of the Company. If there are more nominees for election as directors or appointment as the Company's auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed.

COMPENSATION OF EXECUTIVE OFFICERS

Information pertaining to the compensation of the Company's executive officers and directors is contained in the Statement of Executive Compensation (as defined below) which is specifically incorporated by reference into this Information Circular.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The Company has no compensation plans under which equity securities are authorized for issuance, except for the Company's shareholder approved Stock Option Plan.

The following table sets out the equity compensation plan information as at December 31, 2024:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)	Weighted-average exercise price of outstanding options, warrants and rights (b)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by securityholders	10,825,001	$0.35	11,696,168
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total	10,825,001	$0.35	11,696,168

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

No director, proposed nominee for election as director, executive officer or their respective associates or affiliates, other management of the Company, employees, or former executive officers, directors or employees were indebted to the Company or its subsidiaries as at the end of the most recently completed financial year or as at the date hereof or have been indebted to the Company or its subsidiaries at any time since the beginning of the most recently completed financial year.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

An informed person is one who, generally speaking, is a director or executive officer of the Company, a director or executive officer of a person or company that is itself an informed person or subsidiary of the

Company or a 10% shareholder of the Company. To the knowledge of management of the Company, no informed person of the Company or proposed director of the Company or a subsidiary of the Company or any associate or affiliate of any informed person or proposed director had any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries, other than as set out below or elsewhere in this Information Circular.

MANAGEMENT CONTRACTS

Management functions of the Company and its subsidiaries are not, to any substantial degree, performed by anyone other than the directors or executive officers of the Company.

AUDIT COMMITTEE

The Company is required to have an Audit Committee under the Act and pursuant to the provisions of National Instrument 52-110, Audit Committees ("NI 52-110"), which must be comprised of not less than three directors, a majority of whom are not officers, control persons or employees of the Company or an affiliate of the Company. Pursuant to NI 52-110, the Company is required to have a written charter, which sets out the duties and responsibilities of the Audit Committee.

Audit Committee Charter

The text of the Audit Committee's charter is attached as Appendix "A" to this Information Circular.

Composition of Audit Committee and Independence

The Audit Committee is comprised of Shawn Reynolds (Chairman), Thomas Hickey, and Gavin Wilson.

NI 52-110 provides that a member of an audit committee is "independent" if the member has no direct or indirect material relationship with the Company and provides that a "material relationship" is a relationship which could, in the view of the Board, reasonably interfere with the exercise of the member's independent judgment. All the members of the Audit Committee are considered "independent" within the meaning of NI 52-110.

NI 52-110 provides that an individual is "financially literate" if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. All the members of the Audit Committee are "financially literate" as that term is defined.

Relevant Education and Experience

Refer to the heading "Election of Directors - Information Regarding Management's Nominees for Election to the Board" for information regarding the Audit Committee members' education and experience that is relevant to the performance of their responsibilities as an Audit Committee member.

Audit Committee Oversight

Since the commencement of the Company's most recently completed financial year, the Audit Committee of the Company has not made any recommendations to nominate or compensate an external auditor which were not adopted by the Board.

Reliance on Certain Exemptions

Since the commencement of the Company's most recently completed financial year, the Company has not relied on:

TAG Oil Notice of Annual General Meeting and Management Information Circular
8

(a) the exemption in section 2.4 (De Minimis Non-Audit Services) of NI 52-110;
(b) the exemption in subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer);
(c) the exemption in subsection 6.1.1(5) (Events Outside Control of Member);
(d) the exemption in subsection 6.1.1(6) (Death, Incapacity or Resignation); or
(e) an exemption from NI 52-110, in whole or in part, granted under Part 8 (Exemptions).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted any specific policies and procedures for the engagement of non-audit services.

Audit Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by Deloitte LLP ("Deloitte"), TAG's Cyprus auditor Morison Patsalides Ltd. ("Morison") and TAG's New Zealand auditor BDO Spicers, Chartered Accountants and Advisors ("BDO Spicers"), to ensure auditor independence. Fees incurred with Deloitte, Morison and BDO Spicers for audit and non-audit services in the last two (2) fiscal years for audit fees are outlined in the following table:

Nature of Services	Fees Paid to Auditor in Year Ended December 31, 2023	Fees Paid to Auditor in Year Ended December 31, 2024
Audit Fees^{(1)}	$210,930	$314,675
Audit-Related Fees^{(2)}	$125,704	$79,160
Tax Fees^{(3)}	$35,997	$13,590
All Other Fees^{(4)}	Nil	Nil
Total	$372,631	$407,415

Notes:

1) "Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of TAG's consolidated financial statements and include both the fees of the Corporation's principal auditor, Deloitte, Morison and BDO Spicers. Audit fees also include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
2) "Audit-Related Fees" include fees for services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
3) "Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.
4) "All Other Fees" include fees for all other non-audit services.

Exemption

The Company is a "venture issuer" as defined in NI 52-110 and is relying on the exemption in section 6.1 of NI 52-110 relating to Parts 3 (Composition of Audit Committee) and 5 (Reporting Obligations).

TAG Oil Notice of Annual General Meeting and Management Information Circular

CORPORATE GOVERNANCE DISCLOSURE

General

National Instrument 58-101 Disclosure of Corporate Governance Practices ("NI 58-101") requires issuers to disclose their corporate governance practices with respect to corporate governance guidelines that they have adopted. National Policy 58-201 Corporate Governance Guidelines provides guidance to issuers on corporate governance practices.

The Board understands that good corporate governance improves corporate performance and benefits all shareholders. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

1. Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment and includes the holding of an executive officer position.

The Board facilitates its independent supervision over management by conducting a quarterly review of the Company's financial statements and management discussion and analysis as well as requiring material transactions to be approved by the Board prior to the transaction taking place.

The independent members of the Board are Keith Hill, Shawn Reynolds, Thomas Hickey, and Gavin Wilson. Abdel (Abby) Badwi is not considered an independent member of the Board because he is Executive Chairman and CEO. As a result, the Board currently has a majority of independent directors. The Company considers its current Board composition to be sufficient given the current state of the Company's business, but it continues to review the composition of the Board on an annual basis.

Given the size of the Company, the current composition of the Board and the nature of activities to date, the independent members of the Board are not expected to hold regularly scheduled meetings at which non-independent directors and members of management are not in attendance. This practice will be reassessed as the Company grows. In order to facilitate open and candid discussion among independent directors, from time to time as circumstances dictate, the independent directors can request a meeting or a portion thereof to be restricted to independent directors for the purpose of discussing matters independently of management. In addition, independent directors are encouraged to remain in communication with one another between meetings as and when they deem it appropriate.

The Board has appointed Mr. Hill as independent lead director of the Board. Mr. Hill's role as independent lead director of the Board is to provide leadership to the Company's independent directors by encouraging a culture of ethical business conduct. Each member of the Board is encouraged to conduct a self-review to determine if they are providing an effective service regarding both the Company and its shareholders. Should it be deemed that a member of the Board is unable to effectively act on behalf of the Board or in the interests of the Company or its shareholders, the director would be encouraged to resign his or her position on the Board.

2. Board Mandate

The Board does not have a written mandate. The Board delineates its role and responsibilities based on the statutory and common law applicable to the Company. The Board believes its mandate is to manage the business and affairs of the Company. While day-to-day management of the Company has been delegated by the Board to executive management, the Board fulfills its responsibility for the broader stewardship of the Company's business and affairs through its regular meetings at which members of management provide reports to the Board with respect to the Company's business and operations, make

proposals to the Board and receive the Board's decisions for implementation. Any responsibility that has not been delegated to executive management or a Board committee remains with the full Board.

The Board believes that its approach to corporate governance is appropriate and works effectively for the Company and its shareholders and is consistent with the overall business of the Company and its stage of development.

3. Directorships

Keith Hill is currently a director of other issuers that are reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction. Specifically, Mr. Hill is a director of ShaMaran Petroleum Corp. ("ShaMaran Petroleum"), Africa Energy Corp. ("Africa Energy"), and Eco (Atlantic) Oil & Gas Ltd. ("Eco Atlantic").

Gavin Wilson is currently a director of other issuers that are reporting issuers (or the equivalent) in a jurisdiction or a foreign jurisdiction. Specifically, Mr. Wilson is a director of PetroTal Corp. ("PetroTal") and Afentra PLC ("Afentra").

4. Orientation and Continuing Education

The Board provides ad hoc orientation for new directors, which generally consists of providing education regarding directors' responsibilities, corporate governance issues and committee charters. Continuing education opportunities are available to Board members as requested. On occasions where it is considered advisable, the Board will provide directors with information regarding topics of general interest, such as fiduciary duties and continuous disclosure obligations. The Board also ensures that each director is up to date with current information regarding the business of the Company, the role that the director is expected to fulfill and basic procedures and operations of the Board and its committees. Board members are also given access to management and other employees and advisors, who can answer any questions that may arise. Management also updates the Board concerning the status of the Company and, in respect of material transactions, including the review of the Company's financial statements, provides opportunities for Board review and approval by way of directors' consent resolutions.

5. Ethical Business Conduct

The Board is of the view that the fiduciary duties placed on individual directors by the Company's governing corporate legislation and the common law, and the restrictions placed by applicable corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, are sufficient to ensure that the Board operates independently of management and in the best interests of the Company. Nevertheless, the Company has adopted a formal written code of ethics (the "Code of Ethics"), which sets out the ethical and behavioural standards expected of the Company's directors, officers, employees, and contractors. These standards include integrity and objectivity, fair dealing and due care, proper use of the Company's assets, property and information and compliance with applicable laws, regulations, and rules. The Code of Ethics requires all directors, officers, and employees to promptly report potential or suspected violations of the Code of Ethics orally or in writing and, if preferred, anonymously. Concerns may be raised with the CEO or, if related to accounting or auditing matters, with the Audit Committee.

The Board satisfies itself regarding compliance with the Code of Ethics by reasonably ensuring that all directors, officers, and employees receive and become familiar with the Code of Ethics and acknowledge their support and understanding of the Code of Ethics. To ensure independent judgement, directors are required by applicable law and the Code of Ethics to promptly disclose any potential conflict of interest that may arise and, where required by applicable law, to abstain from voting with respect to an agreement or transaction in which they have a material interest. In addition, the Code of Ethics prohibits any director or employee from retaliating or taking adverse action against anyone for raising good faith suspected conduct violations or helping to resolve a conduct concern. A copy of the Code of Ethics is available at the Company's website and may be downloaded without charge at www.tagoil.com.

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Nomination of Directors

The Nominating and Governance Committee consists of three independent directors: Thomas Hickey (Chairman), Keith Hill, and Gavin Wilson. The Nominating and Governance Committee is responsible for identifying, assessing, and making recommendations as to candidates qualified for election to the Board and Board committees, and where necessary, develops an orientation and education program for new recruits to the Board. In identifying possible nominees to the Board, the Nominating and Governance Committee considers the competencies and skills necessary for the Board as a whole, the skills of existing directors and the competencies and skills that each new nominee will bring to the Board, as well as whether or not each nominee will devote sufficient time and resources to the Board. The Nominating and Governance Committee also considers the size of the Board each year when it considers the number of directors to recommend to the shareholders for election at the shareholders' meeting of the Company, taking into account the number required to carry out the Board's duties effectively and to maintain a diversity of views and experience. In the event of a vacancy on the Board, the Nominating and Governance Committee evaluates potential candidates on the basis of factors such as their past business experience; their industry knowledge; and their ability to contribute to the success of the Company.

The Board has adopted a majority voting policy, which provides that if a director nominee has more votes withheld than are voted in favour of them, the nominee will submit their resignation promptly after the meeting for the Nominating and Governance Committee's consideration. The Nominating and Governance Committee will make a recommendation to the Board after reviewing the matter and the Board's decision to accept or reject the resignation will be disclosed to the public. The nominee will not participate in any Nominating and Governance Committee or Board deliberations considering their resignation. The policy does not apply in circumstances involving contested director elections. A copy of the majority voting policy is available at the Company's website and may be downloaded without charge at www.tagoil.com.

Compensation

As at the date of this Information Circular, the Compensation Committee consists of Keith Hill (Chairman), Thomas Hickey, and Shawn Reynolds each of whom is independent and none of whom is an officer or employee of the Company or any of its subsidiaries. The Board believes that the Compensation Committee collectively has the knowledge, experience, and background required to fulfill its mandate. Also, it is notable that Mr. Hill has experience setting compensation for executives and that Mr. Hickey and Reynolds have knowledge of executive compensation strategies in companies of a similar size to the Company. The Compensation Committee's charter mandates that the Compensation Committee recommend to the Board the form and amount of compensation to be paid by the Company to the Company's directors for service on the Board and on the Board committees and recommend the structure of the Company's compensation programs, both for management and staff, including base salaries, perquisites and long and short-term incentive compensation, including cash bonuses and Option grants. The Compensation Committee is also mandated to review the performance of the CEO and CFO.

The Compensation Committee meets from time to time during the year for the purpose of, among other things, reviewing the overall employee and executive officer compensation program, as well as the adequacy and form of annual compensation for directors to ensure that such compensation realistically reflects the responsibilities and risks involved in being an effective director, and recommending the approval of any proposed changes to these compensation programs to the Board. The Compensation Committee makes specific recommendations to the Board on base salaries, cash bonuses and Option grants. The Compensation Committee ensures the total compensation package facilitates the attraction and retention of a strong executive management team and employees. The Board reviews all recommendations of the Compensation Committee relating to compensation matters before final approval. The Compensation Committee did not retain a compensation consultant or advisor at any time since the beginning of the Company's most recently completed financial year to assist in determining the compensation for any of its directors, executive officers, and employees.

TAG Oil Notice of Annual General Meeting and Management Information Circular

Other Board Committees

The Board has no committees other than the Audit Committee, Nominating and Governance Committee, and Compensation Committee. Considering the Company's stage of development and Board composition, it considers this to be reasonable.

Assessments

The Nominating and Governance Committee oversees a process to self-assess Board effectiveness. This assessment questions members as to their level of satisfaction with the functioning of the Board, its interaction with management and the performance of the standing committees of the Board. Board members conduct peer reviews and a self-assessment regarding their effectiveness as a Board member as part of this assessment process. To ensure the assessment process is candid, the individual assessments are returned on a confidential basis to the Chairman of the Nominating and Governance Committee with a copy to the Corporate Secretary. The results are compiled for the Nominating Committee, which then reviews and discusses the results and makes recommendations to the Board regarding any action that may be deemed necessary or advisable to ensure the Board continues to function effectively and adequately perform its mandate.

PARTICULARS OF MATTERS TO BE ACTED UPON

Receive Financial Statements and Auditor's Report

The audited consolidated financial statements and the related management discussion and analysis of the Company for the year ended December 31, 2024, and the report of the auditor on those statements will be placed before the Meeting.

The audited consolidated financial statements and the report of the auditor thereon, and the related management discussion and analysis are included in the Company's Annual Report for the fiscal year ended December 31, 2024. If the shareholder has previously requested a copy of the annual financial statements and the related management discussion and analysis, such Annual Report will have been mailed to the shareholder, or the shareholder will have received an email notification that the financial statements and the related management discussion and analysis for the fiscal year ended December 31, 2024, are available for download without charge from SEDAR+ at www.sedarplus.ca.

Election of Directors

The Board presently consists of five (5) directors. At the Meeting, it is intended that five (5) directors be elected for the ensuing year. The term of office of each of the five (5) current directors will end at the conclusion of the Meeting. Unless the director's office is earlier vacated in accordance with the provisions of the Business Corporations Act (British Columbia) (the "Act"), each director elected will hold office until the conclusion of the next shareholders' meeting of the Company, or until their successor is elected or appointed.

The following table sets out the names of management's five (5) nominees for election as director, their jurisdiction of residence, the offices they hold within the Company, their principal occupations, the period of time during which each has been a director of the Company, the number of Common Shares of the Company and its subsidiaries beneficially owned by each, or over which each nominee exercises control or direction, directly or indirectly, and the nominees' membership on committees of the Board as at the date of this Information Circular. The Board does not have an executive committee. There are presently three (3) committees of the Board; namely, the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.

In the absence of instructions to the contrary, Proxies given pursuant to the solicitation by the management of the Company will be voted for the nominees listed in this Information Circular. Management does not contemplate that any of the nominees will be unable to serve as a director.

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TAG Oil Notice of Annual General Meeting and Management Information Circular
| Name, Position with the Company, and Residence(1) | Principal Occupation for the Past Five Years(1) | Director of the Company since | Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly(2) | Committee Membership |
| --- | --- | --- | --- | --- |
| Abdel (Abby) Badwi
Executive Chairman
and Chief Executive Officer
Alberta, Canada | • Executive Chairman of TAG from September 2020 to present and CEO from December 2024 to present
• Director of Alussa Energy Acquisition Corp. from July 2020 to July 2021 | September 1, 2020 | 11,415,000 | Nil |
| Keith Hill
Independent Lead Director
Florida, U.S.A. | • Director of TAG from July 2011 to present
• Chief Executive Officer and President of Africa Oil Corp. (“Africa Oil”) from October 2006 to July 2023, and Director from October 2006 to June 2025
• Director of ShaMaran Petroleum from February 2007 to present
• Director of Africa Energy from September 2011 to present
• Director of Blackpearl Resources Inc. from January 2006 to December 2018
• Director of Eco Atlantic from December 2017 to present | July 5, 2011 | 400,000 | Compensation Committee(3)
Nominating and Governance Committee |
| Shawn Reynolds
Director
New Jersey, U.S.A. | • Director of TAG from September 2020 to present
• Portfolio Manager of Van Eck Securities Corporation from 2005 to present | September 1, 2020 | 6,012,500 | Audit Committee(4)
Compensation Committee |
| Thomas Hickey
Director
Maisons-Laffitte, France | • Director of TAG from September 2020 to present
• Head of Corporate Legal and M&A and Chief Ethics and Compliance Officer of Roquette Frères SA from June 2020 to July 2024
• General Counsel of INSEAD from August 2024 to present
• Director of Thrive Energy Limited from January 2014 to present
• Director of Avris Technologies, Inc. from November 2024 to present
• Director of Lexarius Limited from August 2025 to | September 1, 2020 | 264,800 | Audit Committee
Compensation Committee
Nominating and Governance Committee(5) |

Name, Position with the Company, and Residence(1)	Principal Occupation for the Past Five Years(1)	Director of the Company since	Common Shares Beneficially Owned or Controlled or Directed, Directly or Indirectly(2)
	present
Gavin Wilson
Director
Zurich, Switzerland	• Investment Director of Meridian Capital Limited from 2011 to present
• Director of PetroTal from June 2013 to present
• Director of Afentra from May 2021 to present	November 17, 2020	1,750,000	Audit Committee
Nominating and Governance Committee

Notes:
1) Information as to position with the Company, residence and principal occupation has been furnished by the respective director individually. See also “Information Regarding Management’s Nominees for Election to the Board” below.
2) Information as to Common Shares beneficially owned or controlled has been furnished by the respective director individually. The directors do not hold shares in any subsidiary of the Company.
3) Chairman of the Compensation Committee.
4) Chairman of the Audit Committee.
5) Chairman of the Nominating Committee.

Biographical summaries and other required information about each of the nominees for election as directors are set out below in the section below entitled “Information Regarding Management’s Nominees for Election to the Board.”

Corporate Cease Trade Orders or Bankruptcies

To the best of management’s knowledge, no proposed director of the Company is, as at the date of this Information Circular, or has been, within the last ten (10) years, a director, chief executive officer or chief financial officer of any company (including the Company) that:

(a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days that was issued while the proposed director was acting in that capacity as director, chief executive officer or chief financial officer; or
(b) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than thirty (30) consecutive days that was issued after the proposed director ceased to be a director, chief executive officer, or chief financial officer and which resulted from an event which occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer.

Except as provided herein, to the best of management’s knowledge, no proposed director is, as at the date of this Information Circular, or has been within the last ten (10) years, a director or executive officer of any company (including the Company) that, while the proposed director was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

To the best of management’s knowledge, no proposed director of the Company has, within the last ten (10) years, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement, or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director.

TAG Oil Notice of Annual General Meeting and Management Information Circular

To the best of management's knowledge, no proposed director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Gavin Wilson was a director of Buccaneer Energy Ltd. ("Buccaneer"), a corporation engaged in exploration, development and production of oil and gas in the United States from December 2013 to March 2015. Buccaneer filed a voluntary petition for reorganization relief under Chapter 11 of the United States Bankruptcy Code on May 31, 2014. As part of the Chapter 11 proceedings, Buccaneer reached an agreement with its secured lender resulting in the sale of substantially all of its assets which enabled it to satisfy outstanding claims to its secured lender, other secured creditors and its unsecured creditors. Mr. Wilson resigned after Buccaneer was wound up following the conclusion of these insolvency proceedings.

Information Regarding Management's Nominees for Election to the Board

The following biographical information about management's nominees for election to the Board has been supplied by the respective nominees:

Abdel (Abby) Badwi

Mr. Badwi has been the Executive Chairman of the Company since September 1, 2020, and Chief Executive Officer since December 17, 2024. Mr. Badwi is a geologist and petroleum industry executive with more than 40 years of international upstream experience, leading public and private energy companies with oil and gas assets in many international jurisdictions. During this period, Mr. Badwi has completed several corporate mergers and numerous corporate and asset acquisitions and has a strong capital market following in North America and Europe. Mr. Badwi has been a corporate board member of several public and private companies including Verano Energy in Colombia and Arpetrol Corp. in Argentina; both companies were successfully sold in 2014 and 2016. Mr. Badwi most recently served as President and CEO of Kuwait Energy, an E&P company with operations in Egypt, Iraq and Oman and successfully led the sale of the company in 2019. Mr. Badwi has previously served as President and CEO of Bankers Petroleum Ltd. with oil production operations in Albania from 2008 to 2013 (and Vice Chairman until 2016), and the company was sold in 2016. Mr. Badwi has also served as President, CEO, and a director of Rally Energy from 2005 to 2007, a company with oil production in Egypt and natural gas in Pakistan; he successfully led the sale of the company in 2007. Mr. Badwi was the Recipient of Albania's high distinction Presidential Award for Special Civil Merits and the Recipient of the Atlantic Council of Canada's Award for Corporate Social Responsibility and Economic Sustainability. Mr. Badwi is also a member of the Canadian Institute of Corporate Directors.

Keith Hill

Mr. Hill has been a director of the Company since July 5, 2011. Mr. Hill was a director of Africa Oil, and is currently a director of ShaMaran Petroleum, Eco Atlantic, and Africa Energy. Prior to this, Mr. Hill was instrumental in developing Valkyries Petroleum Corp. and Tanganyika Oil Company Ltd., both highly successful international oil and gas producers that were acquired by major oil companies. He has over 35 years' experience in the oil industry including over 20 years with the Lundin Group as well as international new venture management and senior exploration positions at Occidental Petroleum and Shell Oil Company. Mr. Hill holds a M.Sc. degree in Geology and a B.Sc. degree in Geophysics from Michigan State University, as well as an M.B.A. degree from the University of St. Thomas in Houston.

Shawn Reynolds

Mr. Reynolds has been a director of the Company since September 1, 2020. Mr. Reynolds is Portfolio Manager of Van Eck Securities Corporation which he joined in 2005. He currently serves as Portfolio Manager for Van Eck's Global Hard Assets Strategy where he is responsible for company research and portfolio construction. Prior to joining Van Eck, he was employed as an energy equity analyst covering

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North American, European, and global energy companies out of New York, Denver, London and Australia with Goldman Sachs, Credit Suisse First Boston, Lehman Brothers and Petrie Parkman. Prior to his career in finance, Mr. Reynolds worked as an exploration geologist for Tenneco Oil Company. Mr. Reynolds was previously Vice Chairman of Kuwait Energy, and a board member of several private Latin American oil and gas exploration companies. He is a member of the board of trustees at Hackensack Meridian Health Hospitals Corp., the Riverview Medical Center Foundation, Trinity Hall, and Former President and current member of the board of trustees at the Rumson Country Day School. Mr. Reynolds received an M.B.A. in finance from Columbia University, an M.A. in petroleum geology from the University of Texas, Austin, and a B.S. in engineering from Cornell University.

Thomas Hickey

Mr. Hickey has been a director of the Company since September 1, 2020. Mr. Hickey is an attorney of the State of California and Solicitor of the Senior Courts of England and Wales. Mr. Hickey brings to TAG over 20 years' international oil and gas sector experience in M&A, corporate governance, compliance & ethics, and group restructuring and consolidation during his time with the operators Hess Corporation and Kuwait Energy and the service contractors Transocean and Subsea 7. Beginning his career in London, England, Mr. Hickey has since been expatriated to Houston, New York, Kuala Lumpur, Kuwait City and Paris to support growth strategies and implement fit-for-purpose and effective corporate governance and compliance. Mr. Hickey recently acted as Head of Corporate Legal and M&A, and Chief Ethics and Compliance Officer, for Roquette Frères S.A., and is currently General Counsel for INSEAD. Mr. Hickey received an MBA from Strathclyde University (distinction) and is a certified CEDR mediator.

Gavin Wilson

Mr. Wilson is an Investment Director for Meridian Capital Limited, a private investment company. Mr. Wilson was the Founder and Manager of RAB Energy and RAB Octane, listed investment funds, from 2004 until 2011. From 1992 to 2003, he worked with Canaccord Capital London, an investment banking company, as Head of Oil and Gas, responsible for sales and Corporate Brokering/Finance. Mr. Wilson holds a Bachelor of Arts degree in French History and Civilization from Grenoble University.

The Board does not contemplate that any of its nominees will be unable to serve as a director, but if for any reason that should occur, the persons named in the Proxy shall have the right to use their discretion to vote for a properly qualified substitute.

It is expected that the nominees set forth in this Information Circular will, upon their re-election, continue to serve as directors of the Company until the conclusion of the next shareholders' meeting of the Company.

3. Appoint Auditors and Authorize Directors to Fix Remuneration

The management of the Company intends to nominate Deloitte for appointment as auditor of the Company. Proxies given pursuant to the solicitation by the management of the Company will, on any poll, be voted as directed and, if there is no direction, voted for the appointment of Deloitte as auditor of the Company to hold office until the close of the next shareholders' meeting of the Company, at a remuneration to be fixed by the directors.

4. Approval of Stock Option Plan

On December 19, 2008, the Company established the Stock Option Plan, under which the directors were authorized to grant options to purchase Options to purchase up to 10% of the Common Shares from time to time. The purpose of the Stock Option Plan is to attract and retain directors, executive officers, employees, management company, and consultants who will be motivated to work towards ensuring the success of the Company by affording such persons with an opportunity to acquire an equity interest in the Company through the Options.

TAG Oil Notice of Annual General Meeting and Management Information Circular

The criteria used to determine eligibility for granting options, including the term of each option and the vesting of each option is at the discretion of the Board based upon the individual's level of responsibility, performance and comparative levels of compensation and previous grants awarded. Proposed grants of Options are submitted to the Board for approval by the Company's Compensation Committee. The Board administers and has the authority to amend the Stock Option Plan, subject to applicable shareholder and regulatory approvals.

The Stock Option Plan permits the issuance of up to an aggregate of 10% of the issued and outstanding Common Shares from time to time pursuant to the exercise of Options together with the other security based compensation granted under the Stock Option Plan. This is a "rolling" plan as the number of Common Shares reserved for issuance pursuant to the grant Options will increase as the number of the Company's issued and outstanding Common Shares increases, and the Stock Option Plan must receive TSX-V approval annually and amendments to the terms of the Stock Option Plan are subject to prior TSX-V acceptance.

The Stock Option Plan was last approved by shareholders at the Company's annual meeting held on December 5, 2024. A copy of the Stock Option Plan is attached hereto as Appendix "B" to this Information Circular and the highlights of the Stock Option Plan are as follows:

The Stock Option Plan permits the granting of Options to directors, officers, employees, consultants, management company, and other eligible service providers ("Optionees") of and to the Company and its subsidiaries.
The number of Common Shares reserved for issuance pursuant to the Stock Option Plan (together with those Common Shares which may be issued pursuant to any other security based compensation of the Company) to any one person within a one (1) year period shall not exceed 5% of the Common Shares outstanding on a non-diluted basis calculated at the date of grant an Option or any other security based compensation is granted to any person (unless the Company has obtained the requisite disinterested shareholder approval).
The maximum number of Common Shares issuable on the exercise of Options together with the other security based compensation outstanding at any time is limited, in the aggregate, to 10% of the issued and outstanding Common Shares. Any increase in the issued and outstanding Common Shares (whether as a result of the exercise of Options, or otherwise) at any time will result in an increase in the number of Common Shares that may be issued on the exercise of Options and any increase in the number of Options granted, upon exercise, makes new grants available under the Stock Option Plan. Options that are cancelled, terminated, or expire prior to the exercise of all of the Options or a portion thereof shall result in the Common Shares that were reserved for issuance thereunder being available for a subsequent grant of Options pursuant to the Stock Option Plan.
The number of Common Shares which may be issued pursuant to the Stock Option Plan (together with those Common Shares which may be issued pursuant to any other security based compensation of the Company) to all insiders within a one-year period shall not exceed 10% of the Common Shares outstanding on a non-diluted basis calculated at the date of grant an Option or any other Security Based Compensation is granted to any insider unless disinterested shareholder approval is obtained.
Options granted to all persons retained to provide investor relations activities must vest in stages over twelve (12) months with no more than one-quarter of the Options vesting in any three (3) month period and there can be no acceleration of the vesting requirements applicable to Options granted to an investor relations service provider without the prior written approval of the TSX-V.
Unless disinterested shareholder approval is obtained, the maximum aggregate number of Common Shares that may be issuable to insiders of the Company (as a group) pursuant to all security based

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compensation of the Company may not exceed 10% of the outstanding Common Shares at any point in time.

The maximum aggregate number of Common Shares that may be issuable to any consultant of the Company pursuant to all security based compensation of the Company granted or issued within any twelve (12) month period may not exceed 2% of the outstanding Common Shares calculated on the date of grant of any security based compensation.
The maximum aggregate number of Common Shares that may be issuable to all investor relations services providers pursuant to Options granted or issued within any twelve (12) month period may not exceed 2% of the outstanding Common Shares calculated on the date of grant of any Options and investor relations services providers may not receive any security based compensation other than Options.
Options can be exercisable for a maximum of ten (10) years from the date of the grant thereof by the Board and, subject to the terms of the Stock Option Plan, shall vest in such manner as determined by the Board. If an Option is set to expire within a "black out" or similar period imposed under any insider trading policy or similar policy of the Company (but will not be permitted where the Company or the Optionee is the subject of a cease trade order of a securities regulatory authority), then the end of the term of such Option shall be the tenth business day after the end of such black out period.
The exercise price of any Options granted will be determined by the Board at the time of grant, provided that the exercise price shall not be less than the market price and in no event be less than $0.05, which means that: (a) if the Common Shares are listed on the TSX, the market price shall be the closing price of the Common Shares on the TSX for the last market trading day prior to the date of the grant of the Option, (b) if the Common Shares are listed on the TSX-V, the market price shall be the closing price of the Common Shares on the TSX-V for the last market trading day prior to the date of the grant of the Option less any discount permitted by the TSX-V, (c) if the Common Shares are listed on an exchange other than the TSX or the TSX-V, the market price shall be the closing price of the Common Shares (or the closing bid, if no sales were reported) as quoted on such exchange for the last market trading day prior to the date of the grant of the Option, and (d) if the Common Shares are not listed on an exchange, the market price shall be determined in good faith by the Board.
The Stock Option Plan contains customary anti-dilution provisions which provide for adjustments to be made in the event of consolidations, subdivisions or any changes of the Common Shares, or in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, in order to prevent dilution or enlargement of the rights granted under the Stock Option Plan. Common Share capital adjustments, and any adjustment to Options granted or issued, are subject to prior approval of the TSX-V, except where they relate to consolidations or subdivisions of Common Shares.
If an Optionee ceases to be an officer of, employee of, a consultant to or service provider to, the Company or a subsidiary of the Company for any reason, the Optionee shall have a period not in excess of ninety (90) days as prescribed at the time of grant, succeeding his or her ceasing to be an officer, employee, consultant or other service provider to exercise the Options held to the extent that the Optionee was entitled to exercise the Options at the date of such cessation. In the case of being dismissed from employment or service for cause, such Optionee's Options, whether or not vested at the date of dismissal, will immediately terminate without right to exercise the same. Generally, in the event of a merger of the Company whether by way of amalgamation or arrangement, or the sale of substantially all of the assets of the Company, any or all outstanding Options may be assumed,

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converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Optionees or, in the alternative, the successor corporation may substitute equivalent Options or provide substantially similar consideration to Optionees as was provided to shareholders (after taking into account the existing provisions of the Options). In the event of a proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, the Option will terminate immediately prior to the consummation of such action, subject to the Board's discretion.

All Options will be exercisable only by the Optionee to whom they are granted and will not be assignable or transferable, subject to the case of the death of an Optionee in which case any vested Option held at the date of death will become exercisable by the Optionee's lawful personal representatives, heirs or executors until the earlier of one (1) year after the date of the death of such Optionee and the date of expiration of the term otherwise applicable to such Option.
Without the prior approval of the shareholders, the Board may not make any amendment that results in: (a) an increase in the number of Common Shares issuable under Options granted pursuant to the Stock Option Plan, (b) a change in the persons eligible to receive Options under the Stock Option Plan, (c) the cancellation and reissue of any Option, (d) an extension of the term of an Option granted under the Stock Option Plan benefiting an insider of the Company, or (e) Options becoming transferable or assignable other than in the case of the death of an Optionee. Subject to the restrictions set out above and the policies of the TSX-V, the Board may, without notice, at any time and from time to time amend the Stock Option Plan and the Options granted thereunder provided, however, that no such amendment of the Stock Option Plan may be made without the consent of such Optionee if such amendment would adversely affect the rights of such Optionee under the Stock Option Plan. The Board may also terminate the Stock Option Plan at any time without shareholder approval, provided that no such termination shall adversely affect the rights of any Optionee under any Option previously granted except with the consent of such Optionee. Amendments to the terms of the Stock Option Plan or to grants or issuances of Options will be subject to the approval of the TSX-V, and to shareholder approval where applicable.

At the Meeting, shareholders will be asked to consider, and if deemed appropriate, to pass with or without variation, the following ordinary resolution (the "Stock Option Plan Approval Resolution"):

BE IT RESOLVED THAT:

the Stock Option Plan of the Company, as described in the Information Circular and substantially in the form attached as Appendix "B", be and it is hereby approved; and
any director or officer of the Company be and is hereby authorized and directed to take all such action and execute and deliver all such documents as any such director or officer may, in his or her sole discretion, determine are necessary, desirable, or useful to implement the foregoing resolutions."

An ordinary resolution is a resolution passed by a simple majority of the votes cast in person or by proxy. Unless otherwise indicated, the persons designated as proxyholders in the accompanying Proxy intend to vote the Common Shares represented by each properly executed Proxy FOR the Stock Option Plan Approval Resolution.

The Stock Option Plan will continue to benefit the shareholders of TAG by aligning the interests of the Company's officers, employees, consultants, and other eligible service providers with those of the

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shareholders of TAG and providing a long-term incentive to reward the Company's officers, employees, consultants and other eligible service providers for their contribution to the generation of shareholder value.

The Board recommends that shareholders vote FOR the Stock Option Plan Approval Resolution. Unless otherwise instructed, Common Shares represented by proxies in favor of management will be voted FOR the Stock Option Plan Approval Resolution.

OTHER MATTERS

The Board is not aware of any other matters which they anticipate will come before the Meeting as of the date of mailing of this Information Circular. If any other matters properly come before the Meeting, the Common Shares represented by the Proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the Proxy, subject to instructions on the face of the Proxy to the contrary.

DOCUMENTS INCORPORATED BY REFERENCE

The Company's statement of executive compensation – venture issuers for the financial year ended December 31, 2024 (the "Statement of Executive Compensation"), filed on SEDAR+ on June 30, 2025, is specifically incorporated by reference into and forms an integral part of this Information Circular. The Statement of Executive Compensation is available on SEDAR+ at www.sedarplus.ca. The Company will provide a copy of the Statement of Executive Compensation to any shareholder, free of charge, upon request to the Company (email: [email protected]).

ADDITIONAL INFORMATION

Financial information is provided in the Company's comparative annual financial statements and management discussion and analysis for its most recently completed financial year. Additional information relating to the Company is also available on SEDAR+ at www.sedarplus.ca and may be downloaded free of charge.

The Company will provide to any shareholder, free of charge, upon request to the Company (email: [email protected]), a copy of any year end and interim financial statements of the Company and management's discussion and analysis filed with the applicable securities regulatory authorities during the past three years.

BOARD APPROVAL

The contents of this Information Circular and its distribution to shareholders have been approved by the Board.

DATED at Vancouver, British Columbia November 7, 2025.

"Abdel (Abby) Badwi"

Abdel (Abby) Badwi
Executive Chairman and Chief Executive Officer

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TAG Oil Notice of Annual General Meeting and Management Information Circular

APPENDIX "A"

Audit Committee Charter

Objective

The Audit Committee (the "Committee") will assist the board of directors (the "Board") in fulfilling its financial oversight responsibilities with respect to the governance of TAG Oil Ltd. (the "Company"). The Committee will review and consider, in consultation with the auditors, the financial reporting process, the system of internal controls regarding finance and accounting and the Company's accounting and auditing processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Company's policies, procedures and practices at all levels. In performing its duties, the committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each Committee member must obtain an understanding of the principal responsibilities of Committee membership as well as the Company's business and operations.

Scope and Application

The Committee also has the responsibility to identify and understand the principal risks to the Company and its business and to report such risks to the Board to ensure there are systems in place to effectively monitor and manage those risks with a view to the long-term viability of the Company and in order to achieve its long-term strategic objectives.

Principles

(1) Composition

The Board will appoint from among their membership a Committee after each annual general meeting of the shareholders of the Company. The Committee will consist of a minimum of three directors. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.

(a) Independence

All of the members of the Committee must meet the independence requirements set forth in National Instrument 52-110 ("NI 52-110").

(b) Expertise of Committee Members

Each member of the Committee must be "financially literate" as defined under NI 52-110, having the ability to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of the accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. At least one member of the Committee must have accounting or related financial management expertise. The Board shall use its business judgment to interpret the financial literacy and financial management expertise requirements of the Act and shall conclude whether a director meets these qualifications.

(2) Meetings

The Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Committee may determine. The Committee shall meet at least once every quarter and will hold special meetings as it deems necessary or appropriate in its judgment, which includes

meeting at least annually with the Company's Chief Financial Officer and external auditors in separate executive sessions. Meetings may be held in person or virtually.

A minimum of two (2) members of the Committee shall constitute a quorum.

(3) Roles and Responsibilities

The Committee shall fulfill the following roles and discharge the following responsibilities:

(a) External Audit

The Committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor's report or performing other audit, review or attest services for the Company (including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures). In carrying out this duty, the Committee shall:

(i) recommend to the Board the external auditor to be nominated to the shareholders for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company;

(ii) review (by discussion and enquiry) the external auditors' proposed audit scope and approach;

(iii) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

(iv) review and recommend to the Board the compensation to be paid to the external auditors (taking into consideration the auditor's fee for the preceding year); and

(v) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

(b) Risk Management and Internal Control

The Committee shall periodically review the Company's risk governance framework and the guidelines, policies, and processes for monitoring and mitigating risks, which are available, including management's views on acceptable and appropriate levels of exposures. The Committee shall regularly discuss major risk exposures and the steps management has taken to monitor and control such exposures, and review and discuss with management, the risks associated with cross border operations in line with international corruption/fraud legislation. The Committee will report to the Board any significant matters.

The Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments, and liabilities of the Company. In carrying out this duty, the Committee shall:

(i) evaluate the adequacy and effectiveness of management's system of internal controls over the accounting and financial reporting system within the Company; and

(ii) ensure that the external auditors discuss with the Committee any event or matter which suggests the possibility of fraud, illegal acts, or deficiencies in internal controls.

(c) Financial Reporting

The Committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the Committee shall:

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General

(i) review significant accounting and financial reporting issues, especially complex, unusual, and related party transactions; and
(ii) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

(iii) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements prior to their release to the public;
(iv) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
(v) review management's discussion & analysis respecting the annual reporting period prior to its release to the public.

Interim Financial Statements

(vi) review the draft interim financial statements and provide a recommendation to the Board with respect to the approval of the financial statements prior to their release to the public; and
(vii) review management's discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

(viii) where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

Adequacy of Procedures

(ix) periodically, and at least annually, assess the adequacy of the foregoing procedures in order to satisfy itself that adequate procedures are in place for the review of the Company's public disclosure of financial information extracted or derived from the Company's financial statements.

(d) Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the Committee. In no circumstances shall the auditor provide any non-audit services to the Company that are prohibited by applicable law or regulation.

Delegation of Authority

(i) The Committee may delegate to one or more independent members of the Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the Committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(ii) The Committee may satisfy the requirement for the pre-approval of non-audit services if:

i. the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Company and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or
ii. the Company or its subsidiaries, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
iii. the services are promptly brought to the attention of the Committee and approved, prior to the completion of the audit, by the Committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(iii) The Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

i. the pre-approval policies and procedures are detailed as to the particular service;
ii. the Committee is informed of each non-audit service; and
iii. the procedures do not include delegation of the Committee's responsibilities to management.

(e) Other Responsibilities

The Committee shall:

(i) establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters;
(ii) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;
(iii) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
(iv) review the policies and procedures in effect for considering officers' expenses and perquisites;
(v) review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company and coordinate such review and approval with the Compensation and Nomination Committees, as deemed appropriate;
(vi) perform other oversight functions as requested by the Board; and
(vii) review and update this Charter periodically and receive approval of changes to this Charter from the Board.

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(f) Reporting Responsibilities

The Committee shall regularly update the Board about Committee activities and make appropriate recommendations.

(4) Resources and Authority of the Committee

The Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(i) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(ii) set and pay the compensation for any advisors employed by the Committee; and
(iii) communicate directly with the internal and external auditors.

(5) Guidance — Roles & Responsibilities

The following guidance is intended to provide the Committee members with additional guidance on fulfilment of their roles and responsibilities on the Committee:

(a) Internal Control

(i) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
(ii) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and
(iii) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

(b) Financial Reporting

General

(i) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
(ii) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
(iii) understand industry best practices and the Company's adoption of them.

Annual Financial Statements

(iv) review the annual financial statements and determine whether they are complete and consistent with the information known to Committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;
(v) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

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(vi) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(vii) consider management's handling of proposed audit adjustments identified by the external auditors; and

(viii) ensure that the external auditors communicate all required matters to the Committee.

Interim Financial Statements

(ix) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(x) meet with management and the auditors, either virtually or in person, to review the interim financial statements; and

(xi) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the company's operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;

(iv) there are any actual or proposed changes in accounting or financial reporting practices;

(v) there are any significant or unusual events or transactions;

(vi) the Company's financial and operating controls are functioning effectively;

(vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures.

(c) Compliance with Laws and Regulations

(i) periodically obtain updates from management regarding compliance with this Charter and industry "best practices";

(ii) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

(iii) review the findings of any examinations by securities regulatory authorities and stock exchanges.

(d) Other Responsibilities

(i) review, with the Company's counsel, any legal matters that could have a significant impact on the Company's financial statements.

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APPENDIX "B"

STOCK OPTION PLAN

Dated for Reference December 4, 2025

ARTICLE 1

PURPOSE AND INTERPRETATION

Purpose

1.1 The purpose of this Plan will be to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Common Shares of the Company. It is the intention of the Company that this Plan will at all times be in compliance with the rules and policies of the Toronto Stock Exchange (the "TSX"), or the rules and policies of such other exchange as the common shares of the Company may then be listed for trading, including the TSX Venture Exchange (the "Exchange"), and any inconsistencies between this Plan whether due to inadvertence or changes in such policies will be resolved in favour of the latter.

Definitions

1.1 In this Plan:

Affiliate means a company that is a parent or subsidiary of the Company, or that is controlled by the same entity as the Company;

Associate has the meaning ascribed thereto in Policy 1.1 of the TSX Venture Exchange Policies;

Board means the board of directors of the Company or any committee thereof duly empowered or authorized to grant Options under this Plan;

Broker has the meaning provided in Section 6.3 hereof;

Change of Control includes situations where after giving effect to the contemplated transaction and as a result of such transaction:

(i) any one Person holds a sufficient number of voting shares of the Company or resulting company to affect materially the control of the Company or resulting company, or,

(ii) any combination of Persons, acting in concert by virtue of an agreement, arrangement, commitment or understanding, hold in total a sufficient number of voting shares of the Company or its successor to affect materially the control of the Company or its successor,

where such Person or combination of Persons did not previously hold a sufficient number of voting shares to affect materially control of the Company or its successor. In the absence of evidence to the contrary, any Person or combination of Persons acting in concert by virtue of an agreement, arrangement, commitment or understanding, holding more than 20% of the voting shares of the Company or its successor is deemed to materially affect the control of the Company or its successor;

Common Shares means common shares without par value in the capital of the Company and includes any shares of the Company into which such common shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed;

Company means TAG Oil Ltd. and includes, unless the context otherwise requires, all of its subsidiaries or affiliates and successors according to law;

Consultant has the meaning ascribed thereto in Policy 4.4 of the TSX Venture Exchange Policies;

Consultant Company has the meaning ascribed thereto in Policy 4.4 of the TSX Venture Exchange Policies;

Directors means the directors of the Company as may be elected from time to time;

Distribution has the meaning assigned by the Securities Act, and generally refers to a distribution of securities by the Company from treasury;

Effective Date for an Option means the date of grant thereof by the Board;

Employee means:

(i) Person who is considered an employee under the Income Tax Act (i.e. for whom income tax, employment insurance and CPP deductions must be made at source);

(ii) Person who works full-time for the Company or its subsidiary providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions are not made at source; or

(iii) Person who works for the Company or its subsidiary on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company over the details and methods of work as an employee of the Company, but for whom income tax deductions need not be made at source;

Exercise Price means the amount payable per Common Share on the exercise of an Option, as determined in accordance with the terms thereof;

Expiry Date means the day on which an Option lapses as specified in the Option Commitment therefor or in accordance with the terms of this Plan;

Insider means:

(i) an insider as defined in the TSX Venture Exchange Policies or as defined in securities legislation applicable to the Company;

(ii) an Associate of any Person who is an Insider by virtue of Section (i) above;

Management Company Employee has the meaning ascribed thereto in Policy 4.4 of the TSX Venture Exchange Policies;

Market Price means, as of any date, the value of the Common Shares, determined as follows:

(i) if the Common Shares are listed on the TSX, the Market Price shall be the closing price of the Common Shares on the TSX for the last market trading day prior to the date of the grant of the Option;

(ii) if the Common Shares are listed on the TSX Venture Exchange, the Market Price shall be the closing price of the Common Shares on the TSX Venture Exchange for the last market trading day prior to the date of the grant of the Option less any discount permitted by the TSX Venture Exchange;

(iii) if the Common Shares are listed on an exchange other than the TSX or the TSX Venture Exchange, the Market Price shall be the closing price of the Common Shares (or the closing bid, if no sales were reported) as quoted on such exchange for the last market trading day prior to the date of the grant of the Option; and

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(iv) if the Common Shares are not listed on an exchange, the Market Price shall be determined in good faith by the Committee;

Officer means a duly appointed senior officer of the Company;

Option means the right to purchase Common Shares granted hereunder to a Service Provider;

Option Commitment means the notice of grant of an Option delivered by the Company hereunder to a Service Provider and substantially in the form of Schedule A hereto;

Optioned Shares means Common Shares that may be issued in the future to a Service Provider upon the exercise of an Option;

Participant means every Service Provider who is approved for participation in the Plan by the Board;

Person means a company or an individual;

Plan means this Amended and Rested Share Option Plan, the terms of which are set out herein or as may be amended from time to time;

Securities Act means the Securities Act, R.S.B.C. 1996, c. 418, as amended from time to time;

Service Provider means a Person who is a bona fide Director, Officer, Employee, Management Company Employee or Consultant, and also includes a company, of which 100% of the share capital is beneficially owned by one or more Service Providers;

Security Based Compensation has the meaning ascribed thereto in Policy 4.4 of the TSX Venture Exchange Policies;

TSX Venture Exchange Policies means the rules and policies of the Exchange as amended from time to time; and

Withholding Obligations has the meaning provided in Section 6.3 thereof.

Other Words and Phrases

1.2 Words and Phrases used in this Plan but which are not defined in the Plan, but are defined in the TSX Venture Exchange Policies, will have the meaning assigned to them in the TSX Venture Exchange Policies.

Gender

1.3 Words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2 SHARE OPTION PLAN

Establishment of Share Option Plan

2.1 There is hereby established a Share Option Plan to recognize contributions made by Service Providers and to create an incentive for their continuing assistance to the Company and its Affiliates.

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Maximum Plan Shares

2.2 The maximum aggregate number of Common Shares that may be reserved for issuance under the Plan (together with those shares which may be issued pursuant to any other Security Based Compensation of the Company) is 10% of the Company's issued and outstanding Common Shares at any time, unless this Plan is amended pursuant to the requirements of the TSX Venture Exchange Policies.

Eligibility

2.3 Options to purchase Common Shares may be granted hereunder to Service Providers from time to time by the Board, subject to the requirements under any applicable law and the rules and policies of any securities regulatory authority, stock exchange or quotation system with jurisdiction over the Company or the issuance of the Options.

Options Granted Under the Plan

2.4 All Options granted under the Plan will be evidenced by an Option Commitment in the form attached as Schedule A, showing the number of Optioned Shares, the term of the Option, a reference to vesting terms, if any, and the Exercise Price.

2.5 Subject to specific variations approved by the Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of an Option Commitment made hereunder.

Limitations on Issue

2.6 The following restrictions on issuances of Options are applicable under the Plan:

(a) the number of Common Shares reserved for issuance pursuant to this Plan (together with those Common Shares which may be issued pursuant to any other Security Based Compensation of the Company) to any one Person within a one-year period shall not exceed 5% of the Common Shares outstanding on a non-diluted basis calculated at the date of grant an Option or any other Security Based Compensation is granted to any Person (unless the Company has obtained the requisite disinterested shareholder approval);

(b) the number of Common Shares which may be reserved for issuance pursuant to this Plan (together with those Common Shares which may be issued pursuant to any other security based compensation arrangement of the Company) to all Insiders shall not exceed 10% of the Common Shares outstanding on a non-diluted basis at any point in time;

(c) the number of Common Shares which may be issued pursuant to this Plan (together with those Common Shares which may be issued pursuant to any other Security Based Compensation of the Company) to all Insiders within a one-year period shall not exceed 10% of the Common Shares outstanding on a non-diluted basis calculated at the date of grant an Option or any other Security Based Compensation is granted to any Insider unless disinterested shareholder approval is obtained;

(d) the aggregate number of Options and any other Security Based Compensation which may be granted to any one Consultant in a one-year period must not exceed 2% of the issued Common Shares of the Company, calculated at the date an Option or any other Security Based Compensation is granted to any such Person;

(e) the aggregate number of Options which may be granted to all Persons retained to provide investor relations activities must not exceed 2% of the issued Common Shares of the Company in a one-year period, calculated at the date an Option is granted to any such Person;

(f) Options granted to all Persons retained to provide investor relations activities must vest in stages over 12 months with no more than one-quarter of the Options vesting in any three-month period and there can be no acceleration of the vesting requirements applicable to

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Options granted to an investor relations Service Provider without the prior written approval of the Exchange; and

(g) the number of Common Shares which may be issued pursuant to this Plan (together with those Common Shares which may be issued pursuant to any other Security Based Compensation of the Company) to any one Insider and such Insider's associates within a one-year period shall not exceed 5% of the Common Shares outstanding on a non-diluted basis from time to time.

Options Not Exercised

2.7 In the event an Option granted under the Plan expires unexercised or is terminated by reason of dismissal of the Participant for cause or is otherwise lawfully cancelled prior to exercise of the Option, the unpurchased Optioned Shares shall again be available for the purposes of this Plan.

Powers of the Board

2.8 The Board will be responsible for the general administration of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising hereunder. Without limiting the generality of the foregoing, the Board has the power to:

(a) allot Common Shares for issuance in connection with the exercise of Options;

(b) grant Options hereunder;

(c) construe and interpret this Plan, any Option Commitment and any other agreement or document executed pursuant to this Plan;

(d) prescribe, amend and rescind rules and regulations relating to this Plan;

(e) select eligible Service Providers to receive Options;

(f) determine the form and terms of Options and Option Commitments, provided that they are not inconsistent with the terms of the Plan;

(g) determine the Exercise Price of an Option;

(h) determine the number of Shares to be covered by each Option;

(i) determine whether Options will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, any other incentive or compensation plan of the Company;

(j) grant waivers of Option conditions or amend or modify each Option, provided that they are not inconsistent with the terms of this Plan;

(k) determine the vesting, exercisability and Expiry Dates of Options;

(l) correct any defect, supply any omission, or reconcile any inconsistency in this Plan, any Option, any Option Commitment or any other agreement or document executed pursuant to this Plan;

(m) determine whether an Option has been earned;

(n) make all other determinations necessary or advisable for the administration of this Plan;

(o) delegate all or such portion of its powers hereunder as it may determine to one or more committees of the Board, either indefinitely or for such period of time as it may specify, and thereafter each such committee may exercise the powers and discharge the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorized so to do; and

(p) may, at any time, suspend or terminate the Plan in any respect, provided that no such termination shall adversely affect the rights of any Participant under any Option previously granted except with the consent of such Participant. The Board may, without notice, at any time and from time to time, amend the Plan or any provisions thereof, or the form of Option Commitment or instrument to be executed pursuant to the Plan, in such manner as the Board, in its sole discretion, determines appropriate without shareholder approval:

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(i) for the purposes of making formal minor or technical modifications to any of the provisions of the Plan;
(ii) to correct any ambiguity, defective provisions, error or omission in the provisions of the Plan;
(iii) to change any vesting provisions of Options or the Plan;
(iv) to change the termination provisions of the Options or the Plan which does not entail an extension beyond the original expiry date of the Options;
(v) to add a cashless exercise feature to the Plan, providing for the payment in cash or securities on the exercise of Options; and
(vi) to add or change provisions relating to any form of financial assistance provided by the Company to Participants that would facilitate the purchase of securities under the Plan.

provided, however, that:

(vii) no such amendment of the Plan may be made without the consent of such affected Participant if such amendment would adversely affect the rights of such affected Participant under the Plan and amendments to the terms of the Plan or to grants or issuances of Options will be subject to the approval of the Exchange, and to shareholder approval where applicable.

Terms or Amendments Requiring Shareholder Approval

2.9 The Company will be required to obtain shareholder approval in accordance with the requirements of the TSX Venture Exchange Polices for any amendment that results in:

(a) an increase in the number of shares issuable under Options granted pursuant to the Plan;
(b) a change in the Persons eligible to receive Options under the Plan;
(c) the cancellation and reissue of any Option;
(d) an extension of the term of an Option granted under the Plan benefiting an Insider of the Company; or
(e) Options becoming transferable or assignable other than for the purposes as described in Section 3.4(a).

The Company must obtain disinterested Shareholder approval of any decrease in the Exercise Price of or extensions to Options granted to individuals that are Insiders at the time of the proposed amendment.

A rolling stock option plan that permits the issuance of up to an aggregate of 10% of the issued and outstanding Common Shares from time to time must receive Exchange approval annually and all amendments to the Plan are subject to the prior approval of the Exchange and of shareholders, where applicable. Annual shareholder approval, at a shareholder meeting, must be obtained no more than 15 months between shareholder meetings.

ARTICLE 3

TERMS AND CONDITIONS OF OPTIONS

Exercise Price

3.1 The Exercise Price of an Option will be set by the Board at the time such Option is allocated under the Plan, and cannot be less than the Market Price and in no event be less than $0.05.

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Term of Option

3.2 An Option can be exercisable for a maximum of 10 years from the Effective Date, provided that in the circumstance where the end of the term of an Option falls within a “black out” or similar period imposed under any insider trading policy or similar policy of the Company (but will not be permitted where the Company or the Participant is subject to a cease trade order of a securities regulatory authority). In such circumstances, the end of the term of such Option shall be the tenth business day after the end of such black out period.

Vesting of Options

3.3 Vesting of Options is at the discretion of the Board and will be subject to Section 2.6 (e), and will generally be subject to:

(a) the Service Provider remaining employed by or continuing to provide services to the Company or any of its subsidiaries and Affiliates as well as, at the discretion of the Board, achieving certain milestones which may be defined by the Board from time to time or receiving a satisfactory performance review by the Company or its subsidiary or affiliate during the vesting period; or
(b) remaining as a Director of the Company or any of its subsidiaries or Affiliates during the vesting period.

Participant Ceasing to be Director, Employee or Service Provider

3.4 No Option may be exercised after the Participant has left the employ/office of the Company or has been advised his services are no longer required or his service contract has expired, except as follows:

(a) in the case of the death of a Participant, any vested Option held by him at the date of death will become exercisable by the Participant’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of such Participant and the date of expiration of the term otherwise applicable to such Option;
(b) Options granted to any Service Provider must expire within 90 days after the date the Participant ceases to be employed with or provide services to the Company, but only to the extent that such Participant was vested in the Option at the date the Participant ceased to be so employed or to provide services to the Company; and
(c) in the case of a Participant being dismissed from employment or service for cause, such Participant’s Options, whether or not vested at the date of dismissal will immediately terminate without right to exercise same.

Non Assignable

3.5 Subject to Section 3.4(a), all Options will be exercisable only by the Participant to whom they are granted and will not be assignable or transferable.

Adjustment of the Number of Optioned Shares

3.6 The number of Common Shares subject to an Option will be subject to adjustment in the events and in the manner following:

(a) in the event of a subdivision of Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a greater number of Common Shares, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder, in addition to the number of Optioned Shares in respect of which the right to purchase is then being exercised, such additional number of Common Shares as result from the subdivision without a Participant making any additional payment or giving any other consideration therefor;

(b) in the event of a consolidation of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, into a lesser number of Common Shares, the Company will thereafter deliver and a Participant will accept, at the time of purchase of Optioned Shares hereunder, in lieu of the number of Optioned Shares in respect of which the right to purchase is then being exercised, the lesser number of Common Shares as result from the consolidation;

(c) in the event of any change of the Common Shares as constituted on the date hereof, at any time while an Option is in effect, the Company will thereafter deliver at the time of purchase of Optioned Shares hereunder the number of shares of the appropriate class resulting from the said change as a Participant would have been entitled to receive in respect of the number of Common Shares so purchased had the right to purchase been exercised before such change;

(d) in the event of a capital reorganization, reclassification or change of outstanding equity shares (other than a change in the par value thereof) of the Company, a consolidation, merger or amalgamation of the Company with or into any other company or a sale of the property of the Company as or substantially as an entirety at any time while an Option is in effect, a Participant will thereafter have the right to purchase and receive, in lieu of the Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option, the kind and amount of shares and other securities and property receivable upon such capital reorganization, reclassification, change, consolidation, merger, amalgamation or sale which the holder of a number of Common Shares equal to the number of Optioned Shares immediately theretofore purchasable and receivable upon the exercise of the Option would have received as a result thereof. The subdivision or consolidation of Common Shares at any time outstanding (whether with or without par value) will not be deemed to be a capital reorganization or a reclassification of the capital of the Company for the purposes of this Section 3.6(d);

(e) an adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this Section are cumulative;

(f) the Company will not be required to issue fractional shares in satisfaction of its obligations hereunder. Any fractional interest in a Common Share that would, except for the provisions of this Section 3.6(f), be deliverable upon the exercise of an Option will be cancelled and not be deliverable by the Company; and

(g) if any questions arise at any time with respect to the Exercise Price or number of Optioned Shares deliverable upon exercise of an Option in any of the events set out in this Section 3.6, such questions will be conclusively determined by the Company's auditors, or, if they decline to so act, any other firm of Chartered Accountants, in Vancouver, British Columbia (or in the city of the Company's principal executive office) that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and all Participants.

Common Share capital adjustments, and any adjustment to Options granted or issued, are subject to prior approval of the Exchange, except where they relate to consolidations or subdivisions of Common Shares.

ARTICLE 4

COMMITMENT AND EXERCISE PROCEDURES

Option Commitment

4.1 Upon grant of an Option hereunder, an authorized officer of the Company will deliver to the Participant an Option Commitment detailing the terms of such Options and upon such delivery the Participant will be subject to the Plan and have the right to purchase the Optioned Shares at the Exercise Price set out therein subject to the terms and conditions thereof.

TAG Oil Notice of Annual General Meeting and Management Information Circular

Manner of Exercise

4.2 A Participant who wishes to exercise his Option may do so by delivering

(a) a written notice to the Company specifying the number of Optioned Shares being acquired pursuant to the Option; and
(b) cash or a certified cheque payable to the Company for the aggregate Exercise Price for the Optioned Shares being acquired.

Delivery of Certificate and Hold Periods

4.3 As soon as practicable after receipt of the notice of exercise described in Section 4.2 and payment in full for the Optioned Shares being acquired, the Company will direct its transfer agent to issue a certificate to the Participant for the appropriate number of Optioned Shares. Such certificate issued will bear a legend stipulating any resale restrictions required under applicable securities laws or regulatory requirements, including the requirements of any exchange on which the Common Shares are listed. A four-month hold period (commencing on the date the Options are granted) is required for Options granted to Insiders, Consultants or granted at any discount to the Market Price.

ARTICLE 5 CORPORATE TRANSACTIONS

Assumption or Replacement of Options by Successor

5.1 In the event of:

(a) a merger whether by way of amalgamation or arrangement in which the Company is not the surviving corporation (other than a merger with a wholly-owned subsidiary, or other transaction in which there is no substantial change in the shareholders of the Company or their relative shareholdings and the Options granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants);
(b) a merger whether by way of amalgamation or arrangement in which the Company is the surviving corporation but after which shareholders of the Company immediately prior to such merger (other than any shareholder which merges, or which owns or controls another corporation which merges, with the Company in such merger) cease to own their shares or other equity interests in the Company; or
(c) the sale of substantially all of the assets of the Company,

are subject to the prior acceptance of the Exchange and any or all outstanding Options may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants or, in the alternative, the successor corporation may substitute equivalent Options or provide substantially similar consideration to Participants as was provided to shareholders (after taking into account the existing provisions of the Options).

Dissolution or Liquidation

5.2 In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Participant the right to exercise his or her Option as to all or any part of the Optioned Shares thereof, including Optioned Shares as to which the Option would not otherwise be exercisable, subject to prior acceptance of the Exchange if required.

Assumption of Options by the Company

5.3 The Company, from time to time, also may substitute or assume outstanding options granted by another company, whether in connection with an acquisition of such other company or otherwise, by either:

(a) granting an Option under this Plan in substitution of such other company's option; or
(b) assuming such option as if it had been granted under this Plan if the terms of such assumed option could be applied to an Option granted under this Plan.

Subject to Exchange acceptance and shareholder approval where applicable, such substitution or assumption will be permissible if the holder of the substituted or assumed option would have been eligible to be granted an Option under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company assumes an option granted by another company, the terms and conditions of such option will remain unchanged (except that the exercise price and the number and nature of shares issuable upon exercise of any such option will be adjusted appropriately). In the event the Company elects to grant a new Option rather than assuming an existing option, such new Option may be granted with a similarly adjusted Exercise Price.

ARTICLE 6
GENERAL

Employment and Services

6.1 Nothing contained in the Plan will confer upon or imply in favour of any Participant any right with respect to office, employment or provision of services with the Company, or interfere in any way with the right of the Company to lawfully terminate the Participant's office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by a Participant will be voluntary.

No Representation or Warranty

6.2 The Company makes no representation or warranty as to the future market value of Common Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada) or any other taxing statute governing the Options or the Common shares issuable thereunder or the tax consequences to a Service Provider. Compliance with applicable securities laws as to the disclosure and resale obligations of each Participant is the responsibility of such Participant and not the Company.

Income Taxes

6.3 The Company may withhold from any amount payable to a Participant, either under the Plan or otherwise, such amount as may be necessary to enable the Company to comply with the applicable requirements of any federal, provincial, state or local law, or any administrative policy of any applicable tax authority, relating to the withholding of tax or any other required deductions with respect to awards hereunder ("Withholding Obligations"). The Company shall also have the right in its discretion to satisfy any liability for any Withholding Obligations by selling, or causing a broker to sell, on behalf of any Participant such number of shares issued to the Participant pursuant to an exercise of Options hereunder as is sufficient to fund the Withholding Obligations (after deducting commissions payable to the broker), or retaining any amount payable which would otherwise be delivered, provided or paid to the Participant hereunder. The Company may require a Participant, as a condition to the exercise of an Option to make such arrangements as the Company may require so that the Company can satisfy applicable Withholding Obligations, including, without limitation, requiring the Participant to (i) remit the amount of any such Withholding Obligations to the Company in advance; (ii) reimburse the Company for any such Withholding Obligations; or (iii) cause a broker who sells shares acquired by the participant under the Plan on behalf of the

TAG Oil Notice of Annual General Meeting and Management Information Circular
37

Participant to withhold from the proceeds realized from such sale the amount required to satisfy any such Withholding Obligations and to remit such amount directly to the Company. For greater certainty and notwithstanding anything to the contrary in this Plan, Withholding Obligations of the Company shall not supersede the requirements under TSX Venture Exchange Policy 4.4 nor shall the said obligation potentially result in the alteration of the exercise price of Options. The application of this Section 6.3 in respect of the exercise of an Option shall not conflict with the policies of the Exchange that are in effect at the relevant time, and the Company will obtain prior acceptance of the Exchange and/or shareholder approval of any application of this Section 6.3 if required pursuant to such policies.

Any shares of a Participant that are sold by the Company, or by a broker engaged by the Company (the "Broker"), to fund Withholding Obligations will be sold as soon as practicable in transactions effected on the exchange on which the common shares of the Company are then listed for trading. In effecting the sale of any such shares, the Company or the Broker will exercise its sole judgement as to the timing and manner of sale and will not be obligated to seek or obtain a minimum price. Neither the Company nor the Broker will be liable for any loss arising out of any sale of such shares including any loss relating to the manner or timing of such sales, the prices at which the shares are sold or otherwise. In addition, neither the Company nor the Broker will be liable for any loss arising from a delay in transferring any shares to a Participant. The sale price of shares sold on behalf of Participants will fluctuate with the market price of the Company's shares and no assurance can be given that any particular price will be received upon any such sale.

Interpretation

6.4 The Plan will be governed and construed in accordance with the laws of the Province of British Columbia.

Prior Plans

6.5 The Plan shall entirely replace and supersede any prior share option plans, if any, enacted by the Board of the Company, or its predecessor companies.

Effective Date of Plan and Shareholder Approval

6.6 The Plan has been adopted by the Board subject to the approval of the TSX or the Exchange and the approval of the Shareholders of the Company and, if so approved, the Plan shall become effective upon such approvals being obtained.

TAG Oil Notice of Annual General Meeting and Management Information Circular
38

TAG Oil Notice of Annual General Meeting and Management Information Circular
39

SCHEDULE A

SHARE OPTION PLAN

OPTION COMMITMENT

Notice is hereby given that, effective this __ day of __, _ (the “Effective Date”) TAG OIL LTD. (the “Company”) has granted to ____ (the “Service Provider”), an Option to acquire ____ Common Shares (“Optioned Shares”) up to 5:00 p.m. Vancouver Time on the __ day of __, _ (the “Expiry Date”) at a Exercise Price of Cdn$ _______ per share.

You agree that you may suffer tax consequences as a result of the grant of this Option, the exercise of the Option and the disposition of Common Shares. You acknowledge you are not relying on the Company for any tax advice.

Options evidenced hereby will vest and may be exercised as follows:

The grant of the Option evidenced hereby is made subject to the terms and conditions of the Company's Share Option Plan, the terms and conditions of which are hereby incorporated herein.
To exercise your Option, deliver a written notice specifying the number of Optioned Shares you wish to acquire, together with cash or a certified cheque payable to the Company for the aggregate Exercise Price, to the Company. A certificate for the Optioned Shares so acquired will be issued by the transfer agent as soon as practicable thereafter.
The Company and the Service Provider represent that the Service Provider under the terms and conditions of the Plan is a bona fide [EMPLOYEE/CONSULTANT/MANAGEMENT COMPANY EMPLOYEE] _______ of the Company, entitled to receive Options under TSX Venture Exchange Policies.
If you agree to accept the Options described above, subject to all of the terms and conditions of the Plan, please sign one copy of this Option Commitment and return it to ____ by ____.

TAG OIL LTD.

Authorized Signatory

I have received a copy of the Plan and agree to comply with, and agree my participation is subject in all respects to, its terms and conditions.

(Signature)

(Date)

Address

AI assistant

TAG Oil Ltd — Proxy Solicitation & Information Statement 2025

43964_rns_2025-11-07_eefee011-27f8-4090-a02e-847f612d9513.pdf

Table of Contents

NOTICE OF ANNUAL GENERAL MEETING

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment of Proxyholders

Voting by Proxyholder; Exercise of Discretion

Registered Shareholders

Beneficial Shareholders

If you are a Beneficial Shareholder:

Revocation of Proxies

CURRENCY

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES

QUORUM; VOTES NECESSARY TO PASS RESOLUTIONS

COMPENSATION OF EXECUTIVE OFFICERS

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

MANAGEMENT CONTRACTS

AUDIT COMMITTEE

Audit Committee Charter

Composition of Audit Committee and Independence

Relevant Education and Experience

Audit Committee Oversight

Reliance on Certain Exemptions

Pre-Approval Policies and Procedures

Audit Fees

Exemption

CORPORATE GOVERNANCE DISCLOSURE

General

1. Board of Directors

2. Board Mandate

3. Directorships

4. Orientation and Continuing Education

5. Ethical Business Conduct

Corporate Cease Trade Orders or Bankruptcies

Information Regarding Management's Nominees for Election to the Board

Abdel (Abby) Badwi

Keith Hill

Shawn Reynolds

Thomas Hickey

Gavin Wilson

3. Appoint Auditors and Authorize Directors to Fix Remuneration

4. Approval of Stock Option Plan

OTHER MATTERS

DOCUMENTS INCORPORATED BY REFERENCE

ADDITIONAL INFORMATION

BOARD APPROVAL

APPENDIX "A"

Audit Committee Charter

Objective

Scope and Application

Principles

(1) Composition

(a) Independence

(b) Expertise of Committee Members

(2) Meetings

(3) Roles and Responsibilities

(a) External Audit

(b) Risk Management and Internal Control

(c) Financial Reporting

General

Annual Financial Statements

Interim Financial Statements

Release of Financial Information

Adequacy of Procedures

(d) Non-Audit Services

Delegation of Authority

De-Minimis Non-Audit Services

Pre-Approval Policies and Procedures

(e) Other Responsibilities

Interim Financial Statements

(c) Compliance with Laws and Regulations

(d) Other Responsibilities

APPENDIX "B"

STOCK OPTION PLAN

TAG Oil Ltd Proxy Solicitation & Information Statement 2025