AGM Statement and Result of AGM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

3 December 2014

MADAGASCAR OIL LIMITED

("Madagascar Oil" or the "Company")

AGM Statement and Result of AGM

Madagascar Oil announces that at the Company's Annual General Meeting ("AGM") today, Iain Patrick, Senior Independent Director of the Company, gave the following update:

"I am pleased to provide shareholders with an update with regard to the Tsimiroro Development Plan (the "TDP"). As expected, Madagascar Oil S.A. ("Madagascar Oil SA"), the Company's subsidiary, has received an initial response on the TDP from the Office des Mines Nationales et des Industries Strategiques ("OMNIS"), including a report on the TDP from OMNIS's recently appointed technical adviser, in line with the timetable set out in the Company's announcement of 28 October 2014. Madagascar Oil SA is continuing its ongoing dialogue with OMNIS and the Company will make further announcements on this matter as and when appropriate.

In addition, I would like to provide a brief update on the position of potential domestic oil sales in view of the recent decline in the price of crude oil. We have received the requisite permission from the Madagascar authorities to sell certain volumes of oil in country and negotiations with buyers in Madagascar are ongoing. These negotiations are taking longer than we would, ideally, like because this will be the first time that crude oil has been transported and used as fuel outside of the Tsimiroro Block. Understandably, both we and the potential buyers want to ensure that this fuel will burn efficiently in the buyers' equipment, because ensuring reliability of operations is as important as achieving quick revenues, potentially for this limited amount of oil. Accordingly, the commencement of test sales has taken longer than we would have wished and this, together with the recent decline in the price of crude oil, means that it would be difficult for the Company to put a figure on our short term expected future revenues from this source, but we will update the market as soon as there are further developments."

The results of the AGM are set out below:

Following the posting of the Notice of AGM, the Company received comments from some of its major shareholders on the wording of Resolution 6, regarding the approval of the Independent Conflict Committee Amendments. As these shareholders held sufficient votes to prevent Resolution 6 being passed, this Resolution was not passed at the AGM and it is therefore the Board's intention that a revised version of the Independent Conflict Committee Amendments, reflecting the comments from the major shareholders, will be put to shareholders by way of a written resolution under Bye-Law 19.2, to be circulated to shareholders in due course.

Further announcements on this matter will be made as and when appropriate.

Contact Information:

www.madagascaroil.com