BLACK ROCK MINING LIMITED — AGM Information 2011

Apr 18, 2011

Green Rock Energy Limited ACN 094 551 336

NOTICE OF GENERAL MEETING

For a General Meeting to be held on Thursday 19 May 2011 at 2.00pm (Australian Western Standard Time) at The Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia.

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, complete the form of proxy enclosed and return it in accordance with the instructions set-out on that form.

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TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

A General Meeting of the Shareholders of Green Rock Energy Limited will be held at The Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia on Thursday 19 May 2011 commencing at 2.00pm (Australian Western Standard Time).

How to Vote

You may vote by attending the meeting in person or by attorney, by proxy, or in the case of corporate Shareholders, by appointing an authorised corporate representative to attend and vote.

Voting in Person (or by attorney)

To vote in person, Shareholders, or their attorneys, must attend the meeting on the date and at the place set out above. The meeting will commence at 2.00pm.

Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of their appointment, including any authority under which it is signed.

Voting by Proxy

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Meeting as soon as possible and either:

• send the proxy by facsimile to the Company on facsimile number

• (08) 9482 0499 (International: + 61 8 9482 0499); or

• deliver to Unit 6, 38 Colin Street, West Perth, Western Australia, 6005 Australia; or

• post to PO Box 1177, West Perth, Western Australia, 6872 Australia.

so that it is received no later than 2.00pm (Australian Western Standard Time) on Tuesday 17 May 2011.

Proxies lodged after this time will be invalid.

Further details about voting by proxy can be found in the Notes section at the end of this Notice of Meeting and on the enclosed Proxy Form.

YOUR PROXY FORM IS ENCLOSED

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Green Rock Energy Limited

ACN 094 551 336

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Green Rock Energy Limited will be held in the Meeting Room, Level 2, The Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia, commencing at 2.00pm (Australian Western Standard Time) on Thursday 19 May 2011.

AGENDA

ORDINARY BUSINESS

1. Resolution 1 – Ratification of Allotment and Issue of Shares

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

“That for the purposes of Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves and ratifies the allotment and issue on I April 2011 of 65,000,000 Shares at an issue price of 1.8 cents per Share to raise $1,170,000 to the parties, and otherwise on the terms, set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Short Explanation: Resolution 1 seeks Shareholder approval to ratify the allotment and issue of 65,000,000 Shares at 1.8 cents per Share being the Placement which was announced on 17 March 2011 and completed on 1 April 2011. This approval is sought to ‘refresh’ the Company’s placement ability under Listing Rule 7.1

For the purposes of Resolution 1, the Company will disregard any votes cast on Resolution 1 by persons who participated in the issue the subject of Resolution 1 and any person associated with those persons. However, the Company will not disregard a vote if the vote:

• is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2 – Approval of Proposed Issue of Attaching Options

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

“That for the purposes of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves the proposed issue of 65,000,000 Options attaching on a 1:1 basis to the Shares issued under the Placement the subject of Resolution 1 and for no consideration, each Option having an exercise price of 3.6 cents and an expiry date of 31 March 2013, to the parties who participated in the issue the subject of Resolution 1, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting”.

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Short Explanation: Resolution 2 seeks Shareholder approval to grant 65,000,000 Options attaching on a 1:1 basis to the Shares issued under the Placement the subject of Resolution 1, with an expiry date of 31 March 2013 and an exercise price of 3.6 cents per Option, to the persons who participated in the issue the subject of Resolution 1. This approval is sought so that this issue of Options is not included in the Company's placement ability under Listing Rule 7.1.

For the purposes of Resolution 2, the Company will disregard any votes cast on Resolution 2 by persons who may participate in the proposed issue the subject of Resolution 2 and by persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company will not disregard a vote if the vote:

• is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Resolution 3 – Approval of Proposed Issue of Options to Cygnet Capital

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

“That, for the purpose of Listing Rule 7.1 of the Listing Rules of the Australian Securities Exchange and for all other purposes, the Company approves the proposed issue of 5,000,000 Options for no consideration, each Option having an exercise price of 3.6 cents and an expiry date of 31 March 2013, to Cygnet Capital Pty Ltd or a nominee, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Short Explanation: Resolution 3 seeks Shareholder approval to grant 5,000,000 Options with an expiry date of 31 March 2013 and an exercise price of 3.6 cents per Option to Cygnet Capital. This approval is sought so that this issue of Options is not included in the Company's placement ability under Listing Rule 7.1.

For the purposes of Resolution 3, the Company will disregard any votes cast on Resolution 3 by persons who may participate in the proposed issue the subject of Resolution 3 and by persons who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company will not disregard a vote if the vote:

• is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. General

To transact any business which may lawfully be brought forward at the General Meeting.

Dated 15 April 2011 by order of the Board

Nigel Hodder

Company Secretary

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Notes:

• 1 Votes at this General Meeting may be given personally or by proxy, attorney or corporate representative.

• 2 A Shareholder who is entitled to attend and vote at a general meeting of Shareholders is entitled to appoint not more than two proxies. Each proxy will have the right to attend the General Meeting, vote on a poll and to speak at the General Meeting. Where more than one proxy is appointed, each must be appointed to represent a specified proportion of the shareholders voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

• 3 A proxy may but need not be a Shareholder. A proxy can be either an individual or a body corporate.

• 4 If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit. Should any resolution, other than those specified in this Notice of Meeting, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• 5 The instrument appointing the proxy must be in writing, executed by the appointor or their attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer or attorney duly authorised.

• 6 The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting – proxies lodged after this time will be invalid. For the convenience of shareholders a Proxy Form is enclosed.

• 7 Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

• 8 For the purposes of regulations 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 5.00pm (Australian Western Standard Time) on Tuesday 17 May 2011 will be entitled to attend and vote at the General Meeting.

• 9 Please note defined terms used in this Notice of Meeting have the meanings set out in the Glossary of the Explanatory Memorandum accompanying this Notice of Meeting.

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide Shareholders with sufficient information to assess the merits of each resolution contained in the accompanying Notice of Meeting of the Company.

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of definitions are set out in the Glossary to this Explanatory Memorandum.

BACKGROUND

As announced to the ASX on 5 April 2011, the Company completed the Placement of 65,000,000 Shares at an issue price of 1.8 cents per Share to sophisticated and professional investors, as those terms are defined in sections 708(8) and (11) of the Corporations Act. The Placement of these Shares raised $1,170,000.

You will note that Resolution 2 seeks Shareholder approval for the grant of Options attaching on a 1:1 basis to the Shares the subject of Resolution 1 and to the parties who participated in the issue of Shares the subject of Resolution 1. It is important to note that while the issues referred to in Resolution 1 and Resolution 2 are in respect of the same persons, Resolution 1 and Resolution 2 are not conditional upon each other. That is to say that the outcome of a vote in respect of one resolution will not affect the outcome of a vote in respect of the other resolution.

As announced to the ASX on 17 March 2011, the Company will be undertaking a non-renounceable rights issue underwritten by Cygnet Capital on a 1-for-3 basis to raise approximately $3,040,000. A prospectus for the Rights Issue will be released to the ASX in late April and sent to Shareholders by mid-May.

RESOLUTION 1 – RATIFICATION OF ALLOTMENT AND ISSUE OF SHARES

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold under Listing Rule 7.1 at the time of issue. The effect of such ratification is to restore the Company's maximum discretionary power to issue further shares up to 15% of the issued capital of the Company without requiring Shareholder approval.

The Directors are seeking Shareholder ratification under Listing Rule 7.4 of the allotment and issue of 65,000,000 Shares that was made on 1 April 2011 in order to restore the right of the Company to issue further Shares within the 15% limit during the next 12 months.

The Company confirms that the Placement did not breach Listing Rule 7.1.

For Shareholders to subsequently approve an issue of Shares, the Company must provide the following information to comply with Listing Rule 7.5:

• a) 65,000,000 Shares were allotted and issued; b) the Shares were issued at an issue price of 1.8 cents each;

• c) the Shares allotted and issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing Shares on issue;

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• d) the Shares were allotted and issued to sophisticated and professional investors, as those terms are defined in sections 708(8) and (11) of the Corporations Act, who are clients of Cygnet Capital and who are not associates or related parties of the Company; and

• e) the funds raised will be used for working capital and be applied to the Canning Basin farm-in announced to the ASX on 17 March 2011 and in support of the Company's Hungarian and West Australian geothermal projects.

The Directors recommend that Shareholders vote in favour of Resolution 1.

RESOLUTION 2 – APPROVAL OF PROPOSED ISSUE OF ATTACHING OPTIONS

The Directors are seeking Shareholder approval under Listing Rule 7.1 for the proposed issue of Options attaching on a 1:1 basis to the Shares the subject of Resolution 1 and with an exercise price of 3.6 cents and an expiry date of 31 March 2013, to the persons who participated in the issue the subject of Resolution 1. The terms of the Options are set out in Annexure A to this Explanatory Memorandum.

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period where the total number of securities issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the listed company in general meeting of the terms and conditions of the proposed issue.

Shareholder approval under Listing Rule 7.1 is sought to ensure that the proposed issue of Options by the Company pursuant to Resolution 2 is not counted towards the Company's capacity to issue securities under Listing Rule 7.1, and to provide the Company with flexibility to make future issues of securities during the next 12 months within Listing Rule 7.1's limit.

For Shareholders to approve the proposed issue of Options to the persons who participated in the issue the subject of Resolution 1, the Company must provide the following information to comply with Listing Rule 7.3 and for Shareholders to assess the proposed grant of Options contemplated by Resolution 2:

• a) the maximum number of Options to be granted is 65,000,000;

• b) the Options will be allotted and granted on one date and not later than three months after the date of this General Meeting or such later date as approved by ASX;

• c) application will be made to the ASX for the quotation of these options;

• d) the Options will be granted for no consideration, however the exercise price will be 3.6 cents per Option;

• e) the Options will be granted to the persons, or a nominee of the persons, who participated in the issue of Shares the subject of Resolution 1, who are not associates or related parties of the Company and who are sophisticated investors or professional investors (as those terms are defined in the Corporations Act);

• f) the Options will be subject to such terms and conditions as are set out in Annexure A to this Explanatory Memorandum; and

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• g) the funds raised will be used for working capital and be applied to the Canning Basin farm-in announced to the ASX on 17 March 2011 and in support of the Company's Hungarian and West Australian geothermal projects.

The Directors recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – APPROVAL OF PROPOSED ISSUE OF OPTIONS TO CYGNET CAPITAL

Resolution 3 seeks Shareholder approval to approve the proposed grant of 5,000,000 Options, each with an exercise price of 3.6 cents and an expiry date of 31 March 2013, to Cygnet Capital. The terms of the Options are set out in Annexure A to this Explanatory Memorandum. Such approval will ensure that the grant of Options is not counted towards Company's capacity to issue further Shares within Listing Rule 7.1's 15% limit during the next 12 months.

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period where the total number of securities issued exceeds 15% of the number of fully paid ordinary securities on issue 12 months before the date of issue, except with the prior approval of members of the listed company in general meeting of the terms and conditions of the proposed issue.

For Shareholders to approve the proposed issue of Options to Cygnet Capital, the Company must provide the following information to comply with Listing Rule 7.3 and for Shareholders to assess the proposed grant of Options contemplated by Resolution 3:

• a) the maximum number of Options to be granted is 5,000,000;

• b) the Options the subject of Resolution 3 will be allotted and granted on one date and not later than three months after the date of this General Meeting or such later date as approved by ASX;

• c) application will be made to the ASX for the quotation of these options;

• d) the Options will be granted for no consideration, however the exercise price will be 3.6 cents per Option;

• e) the Options will be granted to Cygnet Capital or a nominee who are not associates or related parties of the Company and who are sophisticated investors or professional investors (as those terms are defined in the Corporations Act);

• f) the Options will be subject to such terms and conditions as are set out in Annexure A to this Explanatory Memorandum; and

• g) the Options are issued in consideration for corporate advisory services provided in respect of the Placement and proposed Rights Issue.

The Directors recommend that Shareholders vote in favour of Resolution 3.

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GLOSSARY

In this Explanatory Memorandum and the Notice to the General Meeting, the following terms have the following meanings unless the context otherwise requires:

ASX means ASX Limited ACN 008 624 691, and where the context permits, the Australian Securities Exchange operated by ASX Limited.

Board

means the board of Directors of the Company.

Business Day

has the same meaning as given to that term in the Listing Rules.

Company means Green Rock Energy Limited ACN 094 551 336.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth). Corporations means the Corporations Regulations 2001 (Cth). Regulations

Cygnet Capital means Cygnet Capital Pty Ltd ABN 88 103 488 606. General Meeting means the general meeting of Shareholders the subject of the Notice of Meeting.

means the Listing Rules of ASX.

Listing Rules means the Listing Rules of ASX. Notice of Meeting means the Notice of Meeting accompanying this Explanatory Memorandum. Option means an option to acquire a Share.

means an option to acquire a Share.

Placement means the placement of 65,000,000 Shares to be issued to certain sophisticated and professional investors, as those terms are defined by sections 708(8) and (11) of the Corporations Act, by the Company at 1.8 cents per Share and as announced to the ASX on 17 March 2011.

Proxy Form means the enclosed appointment of proxy form.

Resolution means a resolution detailed in the Notice of Meeting to be considered by Shareholders.

Rights Issue means the non-renounceable rights issue underwritten by Cygnet Capital on a 1-for-3 basis to raise approximately $3,040,000 announced by the Company to the ASX on 17 March 2011.

Share means a fully paid ordinary share in the capital of the Company. Shareholder means a holder of a Share.

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ANNEXURE A

TERMS & CONDITIONS OF OPTIONS

The terms and conditions of the Options are as follows:

• (a) each Option entitles the holder to one (1) fully paid ordinary share (" Share ") in the capital of Green Rock Energy Limited (the " Company ");

• (b) the Options are exercisable at any time on or prior to 5.00pm (Australian Western Standard Time) on 31 March 2013;

• (c)

• the Option exercise price is 3.6 cents per Option;

• (d) an Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised;

• (e) subject to the Corporations Act 2001 (Cth), the Listing Rules of ASX Limited and the Constitution, the Options are freely transferable;

• (f) all Shares issued upon exercise of the Options will rank equally in all respects with the Company's then issued Shares. The Company will apply for quotation of the Options on the ASX and will also apply for quotation of all Shares issued upon exercise of the Options;

• (g) there are no participating rights or entitlements inherent to the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

• (h) if at any time the issued capital of the Company is reconstructed, all rights of the Option holder/s are to be changed in a manner consistent with the Corporations Act 2001 (Cth) and the Listing Rules of ASX Limited.

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PROXY FORM

APPOINTMENT OF PROXY GREEN ROCK ENERGY LIMITED ACN 094 551 336

Unit 6, 38 Colin Street, West Perth, Western Australia, 6005 Australia PO Box 1177, West Perth, Western Australia, 6872 Australia Facsimile: (08) 9482 0499 (International: + 61 8 9482 0499)

MAY 2011 GENERAL MEETING

I/We �������������������������������� of ���������������������������������� being a member/s of GREEN ROCK ENERGY LIMITED entitled to attend and vote at the 2011 May General Meeting, hereby

appoint �������������� �������������� Name of Proxy 1 Name of Proxy 2 of ���������������� �������������� Address of Proxy 1 Address of Proxy 2

or failing the person/s so named or, if no person/s is/are named, the Chair of the meeting or the Chair’s nominee, to vote in accordance with the following directions or, if no directions have been given then at their discretion, at the General Meeting to be held in The Meeting Room, Level 2, The Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia on Thursday 19 May 2011 at 2.00pm (Australian Western Standard Time) and at any adjournment thereof.

Voting on Business of the General Meeting

				For Against	For Against	For Against	For Against	For Against	Abstain	Abstain	Abstain
Resolution	1	–	Ratification of Allotment and Issue of Shares
Resolution	2	–	Approval of Proposed Issue of Attaching Options
Resolution	3	–	Approval of Proposed Issue of Options to
			Cygnet Capital

If you have appointed the Chair of this meeting as your proxy, or if you have not named any person as your proxy, and you do not wish to direct your proxy how to vote, please place a mark in this box.

The Chairperson intends to vote any undirected proxies in favour of all the Resolutions.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE YOUR VOTES WILL NOT BE COUNTED IN CALCULATING THE REQUIRED MAJORITY IF A POLL IS CALLED ON A RESOLUTION.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a poll and that your shares are not to be counted in computing the required majority on a poll.

This Proxy is appointed to represent ___ % of my voting right, or if 2 proxies are appointed Proxy 1 represents _% and Proxy 2 represents % of my total votes. My total voting right is _ shares

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Signed this���..day of �������..2011 By: Individuals and joint holders Companies (affix common seal if appropriate) Signature�............................. Director / Individual 1

Signature��������� Director/ Company Secretary / Individual 2

Signature�����.............. Sole Director and Sole Company Secretary

Instructions for Completing ‘Appointment of Proxy' Form

• a. A shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. When more than one proxy is appointed, such proxy must be allocated a proportion of the members voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

b. A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.

c. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

• (i) directors of the company;

(ii) a director and a company secretary of the company; or

(iii) for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

d. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

e. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

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