Tamaska Oil and Gas : March 15,2021Notice of MeetingDownload PDF

Tamaska Oil and Gas Ltd

ACN 127 735 442

NOTICE OF GENERAL MEETING

A general meeting of the Company will be held at 102 Forrest Street, Cottesloe, Western Australia on Tuesday 13 April 2021 at 10:00am (WST).

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary on [phone].

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Tamaska Oil and Gas Ltd (Company) will be held at 102 Forrest Street, Cottesloe, Western Australia on Tuesday 13 April 2021 at 10.00am (WST) (Meeting).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on Friday 9 April 2021 at 4.00pm (AWST).

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Section 6.

AGENDA

1.

Resolution1- Ratification of prior issue of Consideration Shares under Listing Rule 7.1 capacity

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

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 45,000,000 Shares to the Vendors as part of the consideration for the Acquisition on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of Vendors or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii)

the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution2- Approval to issue Consideration Performance Shares

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

"That, for the purposes of Section 246B(1) of the Corporations Act, Article 2.3 of the Constitution, Listing Rule 7.1, and for all other purposes:

• • the Company be authorised to create a new class of shares, being the Consideration Performance Shares, on the terms and conditions in Schedule 1; and

• • Shareholders approve and authorise the issue of 45,000,000 Consideration Performance Shares to the Vendors as part of the consideration for the Acquisition, on the terms and conditions set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Vendors and their nominees or a person who will obtain a material benefit as a result of the proposed issue (except a benefit solely by reason of being a Shareholder) or any associates of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

(i)

the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

(ii)

the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Dated 15 March 2021

BY ORDER OF THE BOARD

Brett Lawrence Managing Director

EXPLANATORY MEMORANDUM

• 1. Introduction

  This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 102 Forrest Street, Cottesloe, Western Australia on Tuesday 13 April 2021 at 10:00am (WST).

  This Explanatory Memorandum should be read in conjunction with, and forms part of, the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

  A Proxy Form is located at the end of the Explanatory Memorandum.

• 2. Action to be taken by Shareholders

  Shareholders should read the Notice and this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1

Proxies

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgment of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

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

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

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.