Tamaska Oil and Gas : Notice of General Meeting

For personal use only

ASX Release

12 January 2022

NOTICE OF GENERAL MEETING

Tamaska Oil & Gas Limited (ASX: TMK) (Company) advises that a General Meeting (Meeting) of the Company will be held in person at 102 Forrest Street, Cottesloe Western Australia on Friday, 11 February 2022 at 10.00am (WST).

The Australian Securities and Investments Commission (ASIC) has adopted a temporary 'no-action' position in relation to the convening and holding of shareholder meetings. The position follows on from the Corporations (Coronavirus Economic Response) Determination (No.3) 2020 which expired on 21 March 2021. ASIC's 'no action' policy addresses, amongst other things, companies providing shareholders with details of an online location where the contents of a notice of meeting can be viewed and downloaded.

Accordingly the Company is not sending hard copies of the Meeting materials to shareholders, unless specifically requested following the date of this letter.

Instead, Shareholders can view and download the Notice of Meeting and accompanying Explanatory Statement on the Company's website at www.tamaska.com.auor from the ASX website at www.asx.com.au.

Due to COVID-19 transmission risks, the Company encourages all Shareholders to vote by proxy, rather than attending the Meeting in person. The Company will adhere to all social distancing measures prescribed by government authorities at the Meeting, and Shareholders attending the Meeting will need to ensure they comply with the protocols. We are concerned for the safety and health of Shareholders, staff and advisers, so we will put in place certain measures including social distancing requirements.

As a precaution in relation to COVID-19, each Resolution will be decided by poll, based on proxy votes and by votes from Shareholders in attendance at the Meeting. Shareholders are strongly encouraged to vote by lodging the proxy form attached to this letter, in accordance with the instructions set out on that form, by no later than 10:00am (WST) on 9 February 2022.

This announcement has been approved by the Board of Tamaska.

For and on behalf of the board.

For further information, please contact:

This announcement was authorised for release by:

Brett Lawrence	Brett Lawrence
Managing Director	Managing Director
Tel: [phone]
Email: [e-mail]

1

For personal use only

Tamaska Oil and Gas Limited (to be renamed TMK Energy Limited)

ACN 127 735 442

NOTICE OF GENERAL MEETING

The general meeting of the Company will be held at 102 Forrest Street, Cottesloe, Western Australia on Friday, 11 February 2022 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].

1

For personal use only

Tamaska Oil and Gas Limited (to be renamed TMK Energy Limited)

ACN 127 735 442

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of Shareholders of Tamaska Oil and Gas Limited (Company) will be held at 102 Forrest Street, Cottesloe, Western Australia on Friday, 11 February 2022 at 10:00 am (WST) (Meeting).

The Explanatory Statement to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Statement 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 Wednesday, 9 February 2022 at 10.00 am (WST).

Terms and abbreviations used in this Notice and Explanatory Statement are defined in Section 15.

AGENDA

1. Resolution 1 - Approval of change to scale of activities resulting from the Acquisition

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

"That, subject to the passing of each of the Acquisition Resolutions, for the purposes of Listing Rule 11.1.2 and for all other purposes, Shareholders approve the significant change to the scale of the Company's activities resulting from 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 a counterparty to the Acquisition and their nominees that, of itself or together with one or more other transactions, will result in a significant change to the nature or scale of the entity's activities and any other person who will obtain a material benefit as a result of the Acquisition (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:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

2

For personal use only

1. 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
2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

2. Resolution 2 - Approval to issue Consideration Securities

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

"That, subject to each of the other Acquisition Resolutions being passed, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of 1,600,000,000 Shares and 1,600,000,000 Performance Shares (Consideration Securities) to the Vendors (or their nominees) as part of the consideration for the Acquisition on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of the Vendors and their nominees and any other 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:

1. 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
2. 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
3. a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
4. 1. 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
   2. the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

3. Resolution 3 - Section 611, item 7 approval for issue of Consideration Securities to Tsetsen Zantav

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

"That, subject to each of the other Acquisition Resolutions being passed, for the purposes of section 611 item 7 of the Corporations Act, and all other purposes, Shareholder approval is given for the Company to issue a total of 789,000,000 Shares, 789,000,000 Performance Shares (and

3

For personal use only

789,000,000 Shares on conversion of the Performance Shares) and 35,000,000 Performance Rights (and 35,000,000 Shares on conversion of the Performance Rights) to Tsetsen Zantav as part of the consideration for the Acquisition resulting in Mr Zantav acquiring a relevant interest in the Company exceeding 20%, on the terms and conditions in the Explanatory Statement accompanying this Notice."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by the Vendors and their associates.

An Independent Expert's Report on the Company's proposed Acquisition has been prepared for the purposes of Shareholder approvals under section 611 item 7 of the Corporations Act. The Independent Expert has concluded that the proposed Acquisition is not fair but reasonable to Shareholders. Shareholders should carefully consider the Independent Expert's Report, a copy of which is contained in Schedule 6.

4. Resolution 4 - Approval of Performance Shares

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

"That, subject to each of the other Acquisition Resolutions being passed, for the purposes of section 246B(1) of the Corporations Act and Rule 2.1 of the Constitution and for all other purposes, the Company be authorised to create a new class of share on the terms and conditions set out in the Explanatory Statement (Performance Shares)."

5. Resolution 5 - Appointment of Gema Gerelsaikhan as a Director

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

"That, subject to each of the other Acquisition Resolutions being passed, with effect from Completion, Gema Gerelsaikhan be appointed as a Director."

6. Resolution 6 - Appointment of Stuart Baker as a Director

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

"That, subject to each of the other Acquisition Resolutions being passed, with effect from Completion, Stuart Baker be appointed as a Director."

7. Resolution 7 - Approval to issue Capital Raising Shares

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

"That, subject to each of the other Acquisition Resolutions being passed, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve and authorise the issue of up to 245,000,000 Shares each at an issue price of $0.008 (Capital Raising Shares) to the Capital Raising Participants on the terms and conditions set out in the Explanatory Statement."

4