TAG Oil : Notice of Meeting and Information Circular

Notice of Annual General Meeting and Management Information Circular

For the Annual General Meeting of Shareholders to be held on December 6, 2023

Dated as of November 6, 2023

Table of Contents
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	6
Compensation of Executive Officers	7
Securities Authorized for Issuance Under Equity Compensation Plans	16
Indebtedness of Directors and Executive Officers	16
Interest of Informed Persons in Material Transactions	17
Management Contracts	17
Audit Committee	17
Corporate Governance Disclosure	19
Particulars of Matters to be Acted Upon	22
Other Matters	30
Additional Information	30
Board Approval	30
Appendix "A" - Audit Committee Charter	31
Appendix "B" - Stock Option Plan	37

TAG Oil Notice of Annual General Meeting and Management Information Circular

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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, on December 6, 2023, at 10:00 a.m. (PST), for the following purposes:

1. To receive the consolidated financial statements of the Company for its fiscal year ended March 31, 2023, and the report of the auditors thereon.
2. To elect directors to hold office until the next shareholders' meeting of the Company.
3. 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.
4. To consider and, if deemed fit, approve an ordinary resolution to amend and confirm the Company's stock option plan, as required annually by the policies of the TSX Venture Exchange.
5. 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 [e-mail].

Dated at Vancouver, British Columbia, November 6, 2023.

BY ORDER OF THE BOARD OF DIRECTORS

"Toby Pierce"

Toby Pierce

Chief Executive Officer

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1710-1050 West Pender Street

Vancouver, BC, V6E 3S7

MANAGEMENT INFORMATION CIRCULAR

as at November 6, 2023

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 6, 2023, 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 6, 2023.

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:

1. 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;

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1. any amendment to or variation of any matter identified therein; and
2. 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 4, 2023.

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.

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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:

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1. 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
2. at the address of the Company's Attorney for Service in British Columbia at Suite 2600, Three Bentall Centre, 595 Burrard Street, Vancouver, BC, V7X 1L3, 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
3. personally attending the Meeting and voting the Registered Shareholder's Common Shares.

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 27, 2023, 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 6, 2023, there were 184,231,793 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.

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.

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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

Set out below are particulars of compensation paid to the following persons (the "Named Executive Officers" or "NEOs"):

1. the Company's Chief Executive Officer ("CEO");
2. the Company's Chief Financial Officer ("CFO");
3. in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000; and
4. each individual who would be a NEO under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year.

As at March 31, 2023, the end of the most recently completed financial year of the Company, the Company had four (4) Named Executive Officers, whose name and positions held within the Company are set out under "Summary Compensation Table" below.

Director and Named Executive Officer Compensation, Excluding Compensation Securities

The following table (presented in accordance with National Instrument Form 51-102F6V, is a summary compensation (excluding compensation securities)) paid, payable, awarded, granted, given or otherwise provided, directly or indirectly, to the directors and NEOs for each of the Company's two most recently completed financial years (March 31, 2022, and March 31, 2023).

Table of Compensation Excluding Compensation Securities

		Salary,
		consulting
	Year	fee, retainer		Committee		Value of all
	ended	or		or meeting	Value of	other	Total
Name and	March	commission	Bonus	fees	perquisites	compensation	compensation
position	31	($)	($)	($)	($)	($)	($)
Toby Pierce	2023	250,000	225,000	Nil	Nil	Nil	475,000
CEO and
2022	240,000	Nil	Nil	Nil	Nil	240,000
Director
Barry	2023	186,667	75,000	Nil	Nil	Nil	261,667
MacNeil
2022	180,000	Nil	Nil	Nil	Nil	180,000
CFO
Abdel	2023	240,000	375,000	Nil	Nil	Nil	615,000
(Abby)
2022	240,000	Nil	Nil	Nil	Nil	240,000
Badwi
Executive
Chairman
and Director
Suneel	2023	190,000	187,500	Nil	Nil	Nil	377,500

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Gupta Vice	2022	180,000	Nil	Nil	Nil	Nil	180,000
President
and Chief
Operating
Officer
Keith Hill	2023	36,000	Nil	Nil	Nil	Nil	36,000
Independent
2022	36,000	Nil	Nil	Nil	Nil	36,000
Lead
Director
Shawn	2023	Nil	Nil	Nil	Nil	Nil	Nil
Reynolds
2022	Nil	Nil	Nil	Nil	Nil	Nil
Director
Thomas	2023	36,000	Nil	Nil	Nil	Nil	36,000
Hickey
2022	36,000	Nil	Nil	Nil	Nil	36,000
Director
Gavin	2023	36,000	Nil	Nil	Nil	Nil	36,000
Wilson
2022	36,000	Nil	Nil	Nil	Nil	36,000
Director

External Management Companies

No NEOs or directors of the Company provide their services through external management companies.

Stock Options and Other Compensation Securities

The following table discloses all compensation securities granted or issued to each director and NEO by the Company during the year ended March 31, 2023.

Table of Compensation Securities

							Closing
							price of
		Number of				Closing	security
		compensation				price of	or
		securities,	Percenta		Issue,	security	underlyi
		number of	ge of		conversio	or	ng
		underlying	common		n or	underlyin	security
Name	Type of	securities and	shares	Date of	exercise	g security	at year
and	compensati	percentage of	outstandi	issue or	price	on date of	end	Expiry
position	on security	class	ng	grant	($)	grant ($)	($)	date
Toby	Stock Option	1,000,000	0. 64%	February	0.70	0.61	0.58	February
Pierce				9,2023				9, 2028
CEO and
Director
Barry	Stock Option	200,000	0.13%	February	0.70	0.61	0.58	February
MacNeil				9,2023				9, 2028
CFO
Abdel	Stock Option	1,000,000	0.64%	February	0.70	0.61	0.58	February
(Abby)				9,2023				9, 2028
Badwi
Executive
Chairman
and
Director
Suneel	Stock Option	200,000	0.13%	February	0.70	0.61	0.58	February
Gupta				9,2023				9, 2028
Vice

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President
and Chief
Operating
Officer
Keith Hill	Stock Option	200,000	0.13%	February	0.70	0.61	0.58	February
Independ				9,2023				9, 2028
ent Lead
Director
Shawn	Stock Option	200,000	0.13%	February	0.70	0.61	0.58	February
Reynolds				9,2023				9, 2028
Director
Thomas	Stock Option	200,000	0.13%	February	0.70	0.61	0.58	February
Hickey				9,2023				9, 2028
Director
Gavin	Stock Option	400,000	0.26%	February	0.70	0.61	0.58	February
Wilson				9,2023				9, 2028
Director

The following table discloses the total amount of compensation securities held by the NEOs and directors as at the Company's financial year ended March 31, 2023:

Name and Position	Number of Options as at March 31, 2023
Toby Pierce, CEO and Director	1,400,000
Barry MacNeil, CFO	345,000
Abdel (Abby) Badwi, Executive Chairman and Director	2,700,000
Suneel Gupta, Vice President and Chief Operating Officer	1,500,000
Keith Hill, Director	450,000
Shawn Reynolds, Director	1,650,000
Thomas Hickey, Director	400,000
Gavin Wilson, Director	750,000

No compensation securities were re-priced, cancelled and replaced, had their term extended, or otherwise materially modified in the Company's financial year ended March 31, 2023.

There are no restrictions or conditions for converting, exercising, or exchanging the compensation securities.

No compensation securities were exercised by NEOs and directors during the financial year ended March 31, 2023.

Various options to purchase Common Shares ("Options") held by the NEOs and directors are subject to deferred vesting over three (3) years.

Stock Option Plans and Other Incentive Plans

On December 19, 2008, the Company established the stock option plan (the "Stock Option Plan"), under which the directors were authorized to grant 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, 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.

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