RECOMMENDED TAKEOVER OFFER BY TANGIERS PETROLEUM FOR JACKA...

RECOMMENDED TAKEOVER OFFER BY TANGIERS PETROLEUM FOR JACKA RESOURCES
Highlights:
? Tangiers Petroleum to acquire Jacka Resources via an off-market takeover bid
? Offer ratio equal to 0.468 Tangiers shares for every Jacka share held
? Tangiers Offer values Jacka shares at $0.112 based on Tangiers last closing price of $0.24
per share on 29 November 2013, being a 56% headline premium to Jacka’s last closing
price ($0.072) and 53% premium based on the Jacka and Tangiers 1 month VWAPs1
? Jacka Board unanimously recommends shareholders accept the Tangiers Offer in the
absence of a superior proposal
? Based on the closing share price of Tangiers on ASX on 29 November 2013, the Offer
values Jacka at approximately $37m on an undiluted basis2
? Upon completion of the transaction, existing Tangiers shareholders and Jacka
shareholders will own approximately 53% and 47%, respectively, of the issued ordinary
shares of the combined entity (on an undiluted basis)
? Creation of a premier small to mid-cap African focused upstream oil and gas company,
with pro-forma cash of $8m with a further US$22m expected to flow in from executed
farm-in agreements relating to Tangiers’ Tarfaya Project and Jacka’s Odewayne Project
? Eve Howell to remain as Chairman of Tangiers, with Bob Cassie to become Managing
Director of Tangiers upon completion
? Tangiers to provide Jacka with a $2.5m standby loan facility to assist Jacka’s funding in Q1
2014
? Bidder’s and Target’s Statements expected to be lodged by mid January 2014