Tangiers Petroleum & Jacka Resources

RECOMMENDED TAKEOVER OFFER

BY TANGIERS PETROLEUM FOR JACKA RESOURCES

5 December 2013

Creation of a premier small to mid-cap African

focused upstream oil & gas company

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Summary of the Offer

TransactionOverview

• Tangiers Petroleum Limited (“Tangiers”) to acquire Jacka Resources Limited (“Jacka”) viaoff-market takeover (“Offer”)

Terms

• Tangiers is offering 0.468 Tangiers shares for every Jacka share held

• The Offer ratio implies a value of 11.2 cents per Jacka share(1), which is a 56% headlinepremium to Jacka’s last closing price of 7.2 cents

• Tangiers has agreed to provide Jacka with a $2.5m loan facility to assist Jacka’s funding inQ1 2014

Conditions• The Offer is subject to limited conditions, including a 90% minimum acceptance, no material

adverse change and no prescribed occurrence clauses

Board

• Eve Howell to remain as Chairman of Tangiers, with Bob Cassie (current Jacka ManagingDirector) to become Managing Director of Tangiers upon completion

• The Board of Directors of the combined entity will initially comprise three nominees fromTangiers and two nominees from Jacka

Recommendation• The Board of Directors of Jacka unanimously recommends to Jacka shareholders that they

accept the Offer, in the absence of a superior proposal

Recommended takeover offer by Tangiers Petroleum for Jacka Resources

(1) Based on the closing price of Tangiers shares, 29 November 2013 . The implied value of the Offer will change with fluctuations in the Tangiers share price.

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Transaction Rationale

Creation of a premier small to mid-cap African focused upstream oil & gas company

Exposure to African basins

• The combined entity will possess a portfolio of highly prospective exploration, appraisal anddevelopment acreage in Morocco, Tunisia, Nigeria, Somaliland and Tanzania

• Drill-ready high-impact exploration and appraisal drilling planned for 2014 including theTAO-1 exploration well in the Tarfaya block in Morocco, and the drilling and testing ofHammamet West 3 side-track 2 (HW3-ST2) in Tunisia(1)

Diversified portfolio

• A balanced portfolio of low risk, moderate reward development and production opportunitieswith higher risk, large exploration potential

• A mix of onshore and offshore African acreage with strong partners and material workinginterests

ExperiencedBoard

• A wealth of E&P experience, including Africa, and a track record in creating shareholdervalue

• The Board of the combined entity will initially comprise three nominees from Tangiers andtwo nominees from Jacka

Strengthenedbalance sheet & enhanced scale

• Strong financial position with pro-forma cash of approximately $8m(2) and a furtherUS$22.5m(3) expected to flow in from executed farm-in agreements relating to Tangiers’Tarfaya Project and Jacka’s Odewayne Project

• Carried for work programs and drilling for both Tarfaya and Odewayne blocks

ASX & AIM listing• Access to both Australian and European investors through dual ASX and AIM listings

• Headquartered in Perth, Australia

(1) See slides 13 and 18 for resource volume descriptions

(2) As at 29 November 2013(3) Tarfaya farmout US$10.5m and Odewayne farmout US$12m

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Exposure to African Basins

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Africa

Australia

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Head

Office

Exploration

Appraisal / Development

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Diagram Key

Accelerated growth through a combined and diversified portfolio of frontier exploration

together with near-term appraisal and development opportunities

(1) Subject to Moroccan joint Ministerial order approval, (2) Jacka Investor Presentation (8 November 2013), see slide 18.

Diversified Asset Portfolio

TARFAYA BLOCK, MOROCCO (25%)(1), OFFSHORE• Tangiers is carried for the first well planned to be drilled Q2 2014 following completion of a farm-out to Galp

Energia (50% and operator).• The farm-out includes US$7.5m of cost re-imbursements and an additional US$3m bond to be repaid upon final

Ministerial approval.

BARGOU BLOCK, TUNISIA (15%) OFFSHORE• The Hammamet West oil field contains a pre-drill estimate of 16.7 MMbbl net 2C Contingent Resources(2).• The offshore Hammamet West-3 well (HW-3) recently flowed liquids from open fractures at 1,290 bpd prior to

blockages. JV to re-enter HW3 and test in H1 2014 with second side-track (HW3-ST2).

AJE FIELD, NIGERIA (5% NET REVENUE INTEREST) OFFSHORE• Phase 1 field development plan due early 2014. Field proven and derisked with four wells drilled to date having

encountered hydrocarbons.• Contains an estimated 10.5 MMboe net 2C Contingent Resources(2)

ODEWAYNE BLOCK, SOMALILAND (15%), ONSHORE• The block has numerous oil seeps indicating an active hydrocarbon system. Regional studies suggest the area

contains sedimentary basin analogous to the multi-billion barrel producing basins in Yemen.• The combined entity will have a 15% interest (and option to acquire further 5% interest) with a free carry on a

minimum work program (operated by Genel) over the next two exploration terms estimated to cost US$50m

RUHUHU BLOCK, TANZANIA (100%), ONSHORE• Underexplored East African rift basin in SW of Tanzania adjacent to Lake Nyasa. East African Rift system holds

significant oil discoveries in Uganda and Kenya.• Potential for material exploration upside. Near-term work program to include airborne geophysical and 2D

seismic survey.

AUSTRALIAN ASSETS, (15-90%), OFFSHORE• WA-399-P (Exmouth Basin), WA-442-P & NT/P81 (Bonaparte Basin), NT/P83• Legacy assets, non-core

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Indicative Work Plan

The combined work plan consists of multiple operations from high-impact exploration

to near-term appraisal and development activities

Activity Area Q4 2013 H1 2014 H2 2014

MoroccoTarfaya

SomalilandOdewayne

TunisiaHW Appraisal

NigeriaAje Development

TanzaniaRuhuhu Basin

Well Planning Drill TAO-1

Acquire 2D seismic

Well Planning Drill HW3-ST2

Development Decision

Airborne Gravity Acquire 2D Seismic

Drill Aje-5Well Planning

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Experienced Board

The Board of Directors of the combined entity will comprise three nominees from

Tangiers and two nominees from Jacka

Eve Howell(1)

Executive Chairman

• Ms Howell is an experienced explorationist, executive and company director having workedover 40 years in the oil and gas industry.

• Previously she was Executive Vice President Northwest Shelf for Woodside as well as CEO ofthe North West Shelf Project (Australia’s largest resource project) and held senior roles inexploration and business development and as Managing Director of Apache’s Australianregion.

Bob CassieManaging Director

• Mr Cassie has more than 30 years technical, commercial and management experience inexploration, appraisal and development of O&G assets, having worked for HardmanResources, Tap Oil, Mobil and Ampolex.

• He has significant experience in Asia and Africa and led Hardman’s Uganda explorationproject to first discovery.

Brent VillemaretteExecutive Director

• Mr Villemarette is a reservoir engineer with more than 30 years experience in the internationaloil and gas industry.

• He is presently Chief Operations Officer for Transerv Energy.

Scott SpencerNon-Executive Director

• Mr Spencer spent nearly 20 years working on international political and economic issues withthe Australian Government.

• From 1994 he was a Director of Hardman Resources, where he worked extensively on theestablishment of Hardman's successful international exploration portfolio until the $A1.5 bntakeover of Hardman by Tullow Oil in 2006.

Max de Vietri (1)

Non-Executive Director

• Mr de Vietri has over 39 years of international exploration experience and has beeninstrumental in finding and promoting the evaluation of significant hydrocarbon and mineraldiscoveries.

(1) Following completion there will be a three month period during which Eve Howell will transition to Non-Executive Chairman. Max de Vietri is also likely to move off the Board to be replaced by a new Non Executive Director to be nominated by Tangiers.

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Strengthened Balance Sheet

• Tangiers has agreed to provide Jacka with a $2.5m loanfacility to assist Jacka’s funding in Q1 2014

• Interest is payable at 12% p.a. on amounts drawn downunder the loan facility

• Tangiers will have a contractual commitment over the futureproceeds from the Sterling farmout in respect toOdewayne, up to the amount drawn down under the loanfacility

Proforma Balance Sheet (estimate as at 29 Nov 2013)

Cash A$m

Tangier 6.1

Jacka 1.9

Total Cash Available 8.0

Debt

Tangier Nil

Jacka 1.7

Total Debt 1.7

Net Cash (pro forma) 6.3

Expected Cash Inflows(1) US$m

Tangier 10.5

Jacka 12.0

Total Expected Inflows 22.5

Well funded for multiple high-impact drilling events throughout 2014 (HW3-ST2

appraisal and TAO-1 exploration wells)

(1) Relating to cash receipts as agreed in farm-in agreements for Tarfaya and Odewayne

Jacka Interim Funding

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Enhanced Scale

0

10

20

30

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50

60

70

80

90

100

FAR Ltd TangiersPetroleum(pro forma)

PancontinentalOil & Gas NL

Pura Vida Ltd Tangiers Petroluem(current)

Rialto EnergyLtd

Swala EnergyLtd

JackaResources Ltd

(current)

WHL EnergyLtd

ASX-Listed Peer African Focused Companies (A$m market cap)

Source: IRESS (as at 3 December 2013)

The combined entity will benefit from enhanced scale (liquidity, coverage, institutional

reach)

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Key Metrics

• Under the takeover bid, Tangiers is offering0.468 Tangiers shares for every Jacka shareheld

• The Offer ratio implies a value of $0.112 perJacka share based on the closing price ofTangiers shares on 29 November 2013, andrepresents:

– a 56% premium to Jacka’s last closingprice $0.072 based on Tangiers’ lastclosing price of $0.24 on 29 November2013

– a 53% premium to Jacka’s 1 month VWAPof $0.0763, based on Tangiers’ 1 monthVWAP of $0.2491

• Upon successful completion of the transaction,existing Tangiers shareholders and Jackashareholders will own approximately 53% and47%, respectively (on an undiluted basis), ofthe issued ordinary shares of the combinedentity.

Transaction Metrics (as at 29 November 2013)

Current TPT shares outstanding (m) 175

Implied TPT equity valuation (A$m) 41

Implied JKA equity valuation (A$m) 37

Pro forma equity valuation (A$m) 78

TPT ownership 53%

JKA ownership 47%

TPT shares to be issued to JKA (m) 157

Offer ratio (TPT shares per JKA share) 0.468

Pro forma shares on issue (m) 332

Pro forma market cap (A$m) 78

Pro forma cash (A$m) 8

Pro forma debt (A$m) 2

Pro forma EV (A$m) 72

(1) The implied value of the Offer will change with fluctuations in the Tangiers share price

Offer Summary(1)

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Indicative Timetable

Announcement 5 December 2013

Bidder’s Statement & Target’s Statement

expected to be lodged

20 January 2014

Offer period commences 4 February 2014

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Further Information

TANGIERS PETROLEUM LTD JACKA RESOURCES LTD

Eve Howell, Executive Chairman Bob Cassie, Managing Director

Tangiers Petroleum Ltd Jacka Resources Ltd

+61 8 9485 0990 +61 419 945 232

ehowell@tangierspetroleum.com.au bob@jackaresources.com.au

Mark Hinsley John Raston

Foster Stockbroking Miro Advisors

+61 2 9993 8711 +61 407 921 578

mark.hinsley@fostock.com.au john@miroadvisors.com

Paul Armstrong Colin Hay

Read Corporate Professional Public Relations

+61 8 9388 1474 +61 8 9388 0944

paul@readcorporate.com.au colin.hay@ppr.com.auFor

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Appendix

Asset Summaries

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Morocco Tarfaya Block

• High impact prospective acreage with 25%(1) equity

• Large block size: 11,282 km2

• Located in an area of recent global interest and high levelof planned drilling activity

• Favourable fiscal terms

• Major company JV partner – Galp Energia (Operator)

• Jurassic carbonate play fairway

• Proven petroleum system:

– Cap Juby Oil Field

– MO-2 flowed 2,377 bbl/d 12 deg API oil

– MO-8 discovered light oil 38.5 deg API oil

– Hydrocarbon discoveries in conjugate offshore basinoffshore Nova Scotia

• Four drillable prospects

– Trident, Assaka, TMA, La Dam

• Funded exploration program

• Exploration well TAO-1 to be drilled H1 2014:

– Primary target Trident

– Secondary Assaka and potentially TMA

• Additional potential in the Triassic, Cretaceous & Tertiary

(1) Subject to Moroccan joint Ministerial order approval

(2) Independently assessed by Netherland, Sewell and Associates (1 May 2011), Tangiers Presentation (4 September 2013), refer to slide 18 for further information

Note: The estimated quantities of petroleum that may potentially be

recovered by the application of a future development project(s) relate toundiscovered accumulations. These estimates have both an associatedrisk of discovery and a risk of development. Further explorationappraisal and evaluation is required to determine the existence of asignificant quantity of potentially moveable hydrocarbons.

Net Prospective Resources - Unrisked (MMbbl)(2)

Prospect Low Estimate

Best Estimate

High Estimate

Trident 21 106 527

TMA 7 48 326

Assaka 7 36 199

La Dam – U, M & L Jurassic

4 27 187For

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Tunisia Bargou Block

• Large block 4,616 km2

• Equity 15%

• Near term field appraisal plus exploration leads andprospects

• Low cost shallow water development

• Hammamet West (HW) oil field

– Areal extent: 205 km2, defined on 3D seismic

– 4 way dip closure with stacked objectives

– 16.7 MMbbl (net) 2C Contingent Resources(1)

– Analogous to Maamoura oil field (ENI) producingfrom Abiod formation 12km south

• Oil proven in structure

– HW-1 (1967): 8 metres of oil in the Birsa formation, + 30metres of hydrocarbons in the Ain Grab/Fortunaformations

– HW-2 (1990): 3 zones of movable oil over a 192 metresection in the Abiod formation

• HW3-ST1 (2013): intersected extensive open fracturezones in the Abiod reservoir.

– Flow rate from fractured limestone reservoir of 1,290 bpd

– Recovered 38 deg API oil to surface.

• Re-enter to drill and test HW3-ST2 in H1 2014

Additional Prospectivity:

• Several large untested independent structures forexploration follow up predominantly in the South ofthe block

• Potential near field tiebacks to Hammamet West OilField

(1) Jacka Presentation (8 November 2013), see slide 18

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Nigeria OML 113 Aje Field

• West African Transform Margin

– prolific petroleum fairway e.g. Jubilee

• Aje Field:

– 5% net revenue interest

– near term development opportunity

– full 3D seismic coverage

– 4 wells drilled on Aje structure

– 3 intersected commercial hydrocarbons

• Initial oil phase of subsequent full field development

• JV aligned on an ‘oil first’ strategy

• H2 2014 drill and complete Aje-5

• Significant untested potential in OML 113:

– new synrift stratigraphic play identified in neighbouring block, OGO-1 ST/1

– net stacked pay 216’

– 39 / 40 deg API oil, condensate

Image Courtesy Panoro Energy

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Somaliland Odewayne Block

• Frontier acreage - billion barrel potential

• Equity 15% (option on additional 5%)

• Large block 22,000 km2

• Active exploration program – fully funded through to May 2016

– 22,000 km2 airborne gravity / magnetic acquisition

– 1,500km 2D seismic 2014

– drilling program planned 2015

• Experienced Operator – Genel

• Multiple onshore oil seeps indicate an active charge system, possible light oil/ condensate

• Formerly contiguous with prolific rift basins in Yemen

– 2.8 billion barrels oil produced 1987 – 2011(1)

– common structural history and petroleum system

– play fairway potential confirmed in Odewayne by recently acquired gravity & magnetic survey

(1) CIA Fact Book, 2011

*Resource sizes taken from the websites of DNO, Genel and SW Energy

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Tanzania Ruhuhu Basin

• Early stage exploration block

• East Africa now highly attractive and sought aftersince onshore discoveries in Uganda, Kenya,offshore Tanzania, Mozambique

• 100% equity and Operator

• Four year term

• Large block: 10,343 km2

• Conventional plays (Ruhuhu West)

– hydrocarbons in Lake Nyasa basinsediment samples indicate potential formodern oil/ gas charge system

– potential migration pathways towardwestern Ruhuhu Karoo traps

• Unconventional plays (Ruhuhu East)

– large coal seam gas and shale gas play

• Near term activity

– seep studies

– airborne gravity

– Lake Nyasa seismic reprocessing

• Potential farmout project as the prospectivity ismatured

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Petroleum Resources

Net Contingent Resources

Asset (Location)

Interest Unit Net Contingent Resource Evaluator(Evaluation Date)

Estimation Method

Previous Announcement

1C 2C 3C

Bargou Block(Tunisia) (1)

15% MMbbl 6.9 16.7 36.8 Operator (2011) Probabilistic

Jacka AGM Presentation (8 November 2013)Jacka Company Update (June 2011)

Aje Field(2)

(Nigeria)5% MMboe 5.7 10.5 17.8 Operator (2011) Probabilistic

Jacka AGM Presentation (8 November 2013)

(1) Including both Birsa and Abiod formations. Volume estimates were calculated prior to the drilling of the recently completed HW3 well.

(2) SCF to BOE conversion: 5.7scf = 1bbl oil equivalent. Aje interest is a net revenue interest.(3) The estimated quantities of petroleum that may potentially be recovered by the application of a future development project(s) relate to undiscovered accumulations. These

estimates have both an associated risk of discovery and a risk of development. Further exploration appraisal and evaluation is required to determine the existence of a significant quantity of potentially moveable hydrocarbons.

(4) Subject to Moroccan joint Ministerial order approval

Net Prospective(3) Resources (MMbbl)

Asset(Location)

Interest Prospect Net Prospective Resources (Unrisked) Evaluator(Evaluation Date)

Estimation Method

Previous Announcement

Low Estimate

Best Estimate

High Estimate

Tarfaya(Morocco)

25%(4) Trident 21 106 527 Netherland, Sewell & Associates(2011)

Probabilistic Tangiers Investor Presentation(4 September 2013)

TMA 7 48 326

Assaka 7 36 199

La Dam – U, M & L Jurassic

4 27 187

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Petroleum Resources

Qualified Petroleum Reserves and Resources Evaluator:

This report is based on, and fairly represents, information and supporting documentation prepared by, or under the supervision of the qualified petroleum reserves and resources evaluators described below.

Persons compiling information about Hydrocarbons

Jacka Resources:

Pursuant to the requirements of the ASX Listing Rules Chapter 5, the technical information and resource reporting provided in this presentation isbased on and fairly represents information and supporting documentation that has been prepared and/or compiled by Justyn Wood, TechnicalDirector of Jacka Resources Limited. Mr Wood is a qualified geophysicist with 20 years’ technical, commercial and management experience inexploration for, appraisal and development of oil and gas resources. Mr Wood has reviewed the results, procedures and data contained in thisannouncement. Mr Wood consents to the inclusion in this announcement of the matters based on the information in the form and context in which itappears. Mr. Wood is a member of the AAPG and SEG.

Tangiers Petroleum:

Pursuant to the requirements of the ASX Listing Rules Chapter 5, the technical information and resource reporting provided in this company updateis based on and fairly represents information and supporting documentation that has been prepared and/or compiled by Brent Villemarette, ExecutiveDirector of Tangiers Petroleum Ltd. Mr Villemarette is a reservoir engineer with over 30 years’ experience in both domestic and international oil andgas industry. Mr Villemarette consents to the inclusion in this announcement of the matters based on the information in the form and context in whichit appears. Mr Villemarette is a member of SPE.

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Disclaimer

This presentation has been prepared by Tangiers Petroleum Limited (Tangiers) and Jacka Resources Limited (Jacka).

Summary of information: This presentation contains general and background information about Tangiers’ and Jacka’s activities current as at the date of the presentation and should not be considered to be comprehensive or to comprise all the information that an investor should consider when making an investment decision. The information is provided in summary form, has not been independently verified, and should not be considered to be comprehensive or complete. Neither of Tangiers or Jacka is responsible for providing updated information and assumes no responsibility to do so.

Disclaimer: Each of Tangiers and Jacka and their related bodies corporate, and each of their respective directors, agents, officers, employees and advisers, expressly disclaim to the maximum extent permitted by law all liabilities (however caused, including negligence) in respect of, make no representations regarding, and take no responsibility for, any part of this presentation and make no representation or warranty as to the currency, accuracy, reliability or completeness of any information, statements, opinions, conclusions or representations contained in this presentation. In particular, this presentation does not constitute, and shall not be relied upon as, a promise, representation, warranty or guarantee as to the past, present or the future performance of Tangiers or Jacka or the combined entity if the transaction the subject of the presentation is successful.

Forward looking statements: This presentation includes both information that is historical in character and information that consists of forward looking statements. Forward looking statements are based on current expectations of future results or events. The forward looking statements are subject to risks, uncertainties and assumptions which could cause actual results, timing, or events to differ materially from the expectations described in such forward looking statements. Those risks and uncertainties include factors and risks which are outside of Tangiers and Jacka’s control, including factors and risks that are specific to the petroleum industry as well as matters such as general economic conditions.

While Tangiers and Jacka believe that the expectations reflected in the forward looking statements in this presentation are reasonable, neither Tangiers nor Jacka nor any of their respective directors or any other person named in the presentation can provide any assurance that such expectations will prove to be correct or that implied results will be achieved. These forward looking statements do not constitute any representation as to future performance and should not be relied upon as financial advice of any nature. Any forward looking statement contained in this document is qualified by this cautionary statement.

Not financial product advice: This presentation is not financial product, investment advice or a recommendation to acquire Tangiers or Jacka securities, and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances. Neither of Tangiers or Jacka is licensed to provide financial product advice in respect of its securities or any other financial products. Each of Tangiers and Jacka assume that the recipient is capable of making its own independent assessment, without reliance on this document, of all publicly available information and any potential investment and will conduct its own investigation.

Monetary values: Unless otherwise stated, all dollar values are in Australian dollars (A$). The information in this presentation remains subject to change without notice.

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