BLACK ROCK MINING LIMITED — AGM Information 2012

Oct 25, 2012

Green Rock Energy Limited ACN 094 551 336

NOTICE OF ANNUAL GENERAL MEETING

For an Annual General Meeting to be held on Wednesday 28 November 2012 at 2.30 pm (Australian Western Standard Time) at The Country Woman’s Association of WA, Level 2, 1176 Hay Street, West Perth, Western Australia.

This is an important document. Please read it carefully.

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

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The Annual General Meeting of the shareholders of Green Rock Energy Limited will be held at:

The Country Woman’s Association of WA, Level 2, 1176 Hay Street, West Perth, Western Australia

on Wednesday 28 November 2012 commencing at 2.30 pm (Australian Western Standard Time).

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 2.30 pm (Australian Western Standard Time).

Voting Eligibility

For the purposes of section 1047E(2) of the Corporations Act and regulation 7.11.37 of the Corporations Regulations, the Company determines that members holding ordinary shares at 5.00pm (Australian Western Standard Time) on 26 November 2012 will be entitled to attend and vote at the Annual General Meeting.

Voting by Proxy

To vote by proxy, please complete and sign the form enclosed with this Notice of Annual General 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 10, 38 Colin Street, West Perth, Western Australia, 6005 Australia; or

• Post to PO Box 1177, West Perth, WA 6872 Australia,

so that it is received no later than 2.30 pm (Australian Western Standard Time) on Monday, 26 November 2012.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

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• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise onehalf of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

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the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

Your proxy form is on the last page of this Notice of Meeting.

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Green Rock Energy Limited

ACN 094 551 336

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of shareholders of Green Rock Energy Limited will be held in the Board Room, Level 2, The Country Woman’s Association of WA, 1176 Hay Street, West Perth, Western Australia, commencing at 2.30 pm (Australian Western Standard Time) on Wednesday, 28 November 2012.

Capitalised terms used in this Notice of Annual General Meeting are defined in the glossary at the end of the Explanatory Memorandum.

AGENDA

ORDINARY BUSINESS

Annual Accounts

To receive, consider and adopt the annual financial report of the Company for the financial year ended 30 June 2012 and the reports by the Directors and Independent Auditor.

Short Explanation: In accordance with section 317 of the Corporations Act, the Company must lay the Annual Accounts (being the Financial Report, the Directors' Report and the Auditor's Report) before the Company at the Annual General Meeting.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to approve the following resolution as an nonbinding resolution :

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report for the financial year ended 30 June 2012 as contained in the Company's annual financial report for the same period."

Note : The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Short Explanation: In accordance with section 250R(2) of the Corporations Act, the Remuneration Report must be put to a vote of the Company. In accordance with section 250R(3), the vote is advisory only .

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Voting Prohibition Statement:

The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter[1] . However, the Company need not disregard a vote by a Restricted Voter on this Resolution as a proxy if the vote is not cast on behalf a Restricted Voter and either:

• (a) the Restricted Voter is appointed as a proxy by writing that specifies how the proxy is to vote on Resolution 1; or

• (b) the voter is the Chair and the appointment of the Chair as a proxy;

• (i) does not specify the way the proxy is to vote on Resolution 1; and (ii) expressly authorises the Chair to exercise the proxy even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

Resolution 2 - Re-election of Mr Jeff Schneider as a Director

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

“That Mr Schneider, being a Director of the Company, retiring by rotation in accordance with clause 13.2 of the Company’s Constitution, being eligible and offering himself for re-election, be re-elected as a Director of the Company.”

Short Explanation: The Constitution requires that at the Annual General Meeting, one third of the Directors for the time being shall retire from office. A retiring Director is eligible for re-election. Mr Schneider offers himself for reelection.

Resolution 3 - Grant of Options to Mr. Richard Beresford

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue to Mr. Beresford (or his nominee) up to a total of 3,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: The Company has given notice by announcement to the ASX of its intention to issue 3,000,000 Options, each with an exercise price, rounded up to the next tenth of a cent, which is 50% above the closing price of the Shares on the ASX on 28 November 2012 to Mr. Beresford (Executive Chairman) as a performance incentive and that this matter would be put before Shareholders for approval at their next general meeting. This is the first general meeting since the announcement by the Company.

1 “Restricted Voter” means Key Management Personnel and their Closely Related Parties as defined in the glossary.

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Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by Mr Beresford (or Mr Beresford’s nominee) and any associate of Mr Beresford. However, the Company need not disregard a vote if:

• (a) 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; or

• (b) 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.

Voting Prohibition Statement

• A person appointed as a proxy must not vote on this Resolution, on the basis of that appointment, unless: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and

• (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: (a) the proxy is the Chair; and

• (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 4 - Grant of Options to Mr. Gabriel Chiappini

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, pursuant to and in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue to Mr. Chiappini (or his nominee) up to a total of 1,500,000 Options on the terms and conditions set out in the Explanatory Memorandum.”

Short Explanation: The Company has given notice by announcement to the ASX of its intention to issue 1,500,000 Options, each with an exercise price, rounded up to the next tenth of a cent, which is 50% above the closing price of the Shares on the ASX on 28 November 2012 to Mr. Chiappini (Non-Executive Director) as a performance incentive and that this matter would be put before shareholders for approval at their next general meeting. This is the first general meeting since the announcement by the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by Mr Chiappini (or Mr Chiappini’s nominee) and any associate of Mr Chiappini. However, the Company need not disregard a vote if:

• (a) 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; or

• (b) 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote on this Resolution, on the basis of that appointment unless:

• (a) the proxy is either:

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(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if: (a) the proxy is the Chair; and

(b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Resolution 5 - Grant of Options to Dr. Jörg Baumgärtner

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

“That, pursuant to and in accordance with Listing Rule 10.11 and section 208 of the Corporations Act and for all other purposes, approval is given for the Company to allot and issue to Dr. Baumgärtner (or his nominee) up to a total of 1,500,000 Options on the terms and conditions set out in the Explanatory Memorandum.”

Short Explanation: The Company has given notice by announcement to the ASX of its intention to issue 1,500,000 Options, each with an exercise price, rounded up to the next tenth of a cent, which is 50% above the closing price of the Shares on the ASX on 28 November 2012 each to Dr. Baumgärtner (Non-Executive Director) as a performance incentive and that this matter would be put before shareholders for approval at their next general meeting. This is the first general meeting since the announcement by the Company.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by Dr. Baumgärtner (or Dr Baumgärtner’s nominee) and any associate of Dr. Baumgärtner. However, the Company need not disregard a vote if:

(a) 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; or

• (b) 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.

Voting Prohibition Statement

A person appointed as a proxy must not vote on this Resolution unless: (a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution. However, the above prohibition does not apply if: (a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

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Resolution 6 – Ratification of Issue of Shares and Options

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 6,599,645 ordinary Shares and 3,333,333 GRKOB options, on the terms and conditions set out in the Explanatory Memorandum.”

Short Explanation: Resolution 6 seeks Shareholders' approval to ratify the issue of a total of 6,599,645 fully paid ordinary shares and 3,333,333 GRKOB Options each with an exercise price of 1.2 cents and an expiry date of 31 January 2015. This approval is sought to 'refresh' the Company's placement ability under Listing Rule 7.1.

Voting Exclusion:

For the purposes of Resolution 6, the Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associate of those persons. However, 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; 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.

Resolution 7 - Employee Share Incentive Option Plan

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

"That, pursuant to and in accordance with Listing Rule 7.2 (Exception 9b) and for all other purposes, approval is given for the Company to adopt an employee incentive option scheme for employees and directors known as "Employee Share Incentive Option Plan" on the terms and conditions set out in the Explanatory Statement."

Short Explanation : Shareholder approval is required if any issue of Employee Options pursuant to the Plan is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. This approval must be renewed every three years, the last approval was granted on 18 November 2009.

For the purposes of Resolution 7, the Company will disregard any votes cast by a director of the Company, other than any directors who are ineligible to participate in any employee incentive scheme in relation to the Company, and any person associated with those directors. However, the Company need not disregard a vote if

(i) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or

• (ii) 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.

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Resolution 8 - Approval of 10% Placement Capacity - Shares

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

“That, pursuant to Listing Rule 7.1A and for all other purposes, the Company gives approval for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Short Explanation: ASX recently introduced new Listing Rule 7.1A which entitles the Company to seek Shareholder approval to increase its placement capacity without shareholder approval by a further 10%.

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person 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 associates of those persons. However, the Company will 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, 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.

Resolution 9 – Amendment of Option Terms

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 6.23.4 and for all other purposes, approval is given for an amendment to the terms of 40,000,000 Options held by Cygnet Capital Pty Ltd (or a nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion :

The Company will disregard any votes cast on this Resolution by Cygnet Capital Pty Ltd (and its nominees) in relation to the Cygnet Options the subject of the approval. However, 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, 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.

General

To transact any business which may lawfully be brought forward.

Dated the 22 October 2012 by order of the Board

Nigel Hodder Company Secretary

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting. It is intended to provide Shareholders with sufficient information to assess the merits of each resolution contained in the accompanying Notice of Annual General Meeting of the Company.

The Directors recommend that Shareholders read this Explanatory Memorandum and its annexures in full before making any decision in relation to the resolutions.

The following information should be noted in respect of the various matters contained in the accompanying Notice of Annual General Meeting.

Annual Accounts

Shareholders will be given an opportunity to ask questions of the Directors and the Auditors in relation to the Annual Financial Statements and Reports of the Company for the year ended 30 June 2012 at the Annual General Meeting ( AGM ).

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Section 298 of the Corporations Act requires that the annual Directors' Report contain a Remuneration Report prepared in accordance with section 300A of the Corporations Act.

By way of summary, the Remuneration Report:

• (a) explains policies in relation to the nature and level of remuneration paid to Directors;

• (b) sets out the Company’s policy and the process for determining the remuneration of its executive officers and Directors;

• (c) sets out the details of any share based compensation;

• (d) addresses the relationship between the remuneration of the Company’s executive officers and the performance of the Company; and

• (e) sets out remuneration details for each Director and each of the executive officers of the Company named in the Remuneration Report for the financial year ended 30 June 2012.

Section 250R(2) of the Corporations Act requires companies to put a resolution to their members that the Remuneration Report be adopted. Pursuant to section 250R(3), the vote on this resolution is advisory only and does not bind the Board or the Company.

The chair of the meeting must allow a reasonable opportunity for its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

The Remuneration Report is set out in the Company’s Annual Report and is also available on the Company’s website (www.greenrock.com.au).

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1.1 Voting consequences

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings at least 25% of the votes cast are against adoption of the Remuneration Report, and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second AGM.

All of the Directors who were in office when the 2013 Directors’ Report (as included in the Company’s annual financial report) for the previous financial year was approved, other than the Managing Director, will (if desired) cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the spill meeting those persons whose election or re-election as directors of the Company is approved will be the directors of the Company.

1.2 Previous Voting Results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at the 2011 AGM were less than 25%. Accordingly the spill resolution is not relevant for this 2012 AGM.

1.3 Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy -

You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member) -

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel.

If you appoint any other person as your proxy -

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

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Shareholders are urged to carefully read the proxy form and provide direction to the proxy on how to vote on this Resolution.

2. RESOLUTION 2 - RE-ELECTION OF MR JEFF SCHNEIDER AS A DIRECTOR

Resolution 2 seeks approval for the re-election of Mr Schneider as a Director with effect from the end of the meeting. The Constitution requires that at an Annual General Meeting of the Company one third of the Directors for the time being shall retire from office or, if their number is not a multiple of three, then the number nearest one-third (rounded upwards in case of doubt) shall retire from office.

Mr Schneider will retire from office in accordance with clause 13.2 of the Constitution and being eligible, submits himself for re-election.

3. RESOLUTIONS 3, 4, and 5 – GRANT OF OPTIONS TO MR BERESFORD, MR CHIAPPINI and DR BAUMGARTNER

3.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 6,000,000 Options ( Related Party Options ) to Messrs Beresford, Chiappini and Baumgartner ( Related Parties ) on the terms and conditions set out below.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The grant of the Related Party Options constitutes giving a financial benefit and Messrs Beresford, Chiappini and Baumgartner are related parties of the Company by virtue of being Directors.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in Sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the grant of Related Party Options to the Related Parties.

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3.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed grant of Related Party Options:

• (a) the related parties are Messrs Beresford, Chiappini and Baumgartner and they are related parties by virtue of being Directors of the Company;

• (b) the maximum number of Related Party Options (being the nature of the financial benefit being provided) to be granted to the Related Parties is:

Name	NumberofOptions	VestingDate	ExpiryDate
Mr Beresford	3,000,000	50% on 28/11/2012 50% on 28/11/2013	28/11/2016
Mr Chiappini	1,500,000	50% on 28/11/2012 50% on 28/11/2013	28/11/2016
Dr Baumgärtner	1,500,000	50% on 28/11/2012 50% on 28/11/2013	28/11/2016

• (c) the Related Party Options will be granted to the Related Parties no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Related Party Options will be issued on one date;

• (d) the Related Party Options will be granted for nil cash consideration, accordingly no funds will be raised;

• (e) the terms and conditions of the Related Party Options are set out in Annexure A;

• (f) the value of the Related Party Options and the pricing methodology is set out below at section 3.4; and

• (g) the relevant interests of the Related Parties in securities of the Company (including any indirect holdings held in the name of the respective associates of the Participating Directors) are set out below:

Related Party	Shares	Unlisted Options (various)	Listed Options (expiring 31 March 2013)
Richard Beresford	2,659,2581	3,800,0002	370,370
Gabriel Chiappini	3,000,0003	2,000,0004	NIL
Jörg Baumgärtner	NIL	1,350,0005	NIL

Note:

1. 1,177,778 Shares are held by Clearer Sky Pty Ltd and 1,481,480 Shares are held by The Beresford Family Retirement Fund. Both entities are controlled by Richard Beresford.

2. 1,000,000 Options (each exercisable at 6 cents and expiring on 19 November 2012), 300,000 Options (each exercisable at 8 cents and expiring on 18 November 2014), 2,000,000 Options (each exercisable at 4 cents and expiring 16 November 2014) and

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500,000 Options (each exercisable at 2 cents and expiring 15 November 2015) are held by Richard Beresford.

1. 3,000,000 Shares are held by Mr G and Mrs R Chiappini as trustees for the Gran Sasso Family Fund. Gabriel Chiappini is a member of the Gran Sasso Family Fund.

2. 2,000,000 Options (each exercisable at 0.8 cents and expiring 11June 2016) are held by Gabriel Chiappini.

3. 300,000 Options (exercisable at 6 cents and expiring on 19 November 2012), 300,000 Options (exercisable at 8 cents and expiring on 18 November 2014) 500,000 Options (each exercisable at 4 cents and expiring 16 November 2014) and 250,000 Options (exercisable at 2 cents and expiring on 15 November 2015) are held by Jörg Baumgärtner.

4. (h) The remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Mr Beresford	192,000	199,940
Mr Chiappini	36,000	12,000
Dr Baumgärtner	36,000	33,611

• (i) If the Related Party Options granted to the Related Parties are exercised, a total of 6,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,848,308,239 to 1,854,308,239 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.30%, comprising 0.15% by Mr Beresford, 0.075% by Mr Chiappini and 0.075% by Dr Baumgärtner.

3.3 Directors’ Recommendation

The Board acknowledges that the grant of Related Party Options to Messrs Beresford, Chiappini and Baumgärtner is contrary to Recommendation 8.3 of The Corporate Governance Principles and Recommendations with 2010 Amendments (2[nd] Edition) as published by The ASX Corporate Governance Council. However, the Board considers the grant of Related Party Options to Messrs Beresford, Chiappini and Baumgärtner reasonable in the circumstances for the reasons set out below.

The primary purpose of the grant of the Related Party Options to the Related Parties is to provide a performance linked incentive component in the remuneration package for the Related Parties to motivate and reward the performance of the Related Parties in their respective roles as Directors.

Mr Beresford declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that Mr Beresford is to be granted Related Party Options in the Company should Resolution 3 be passed. However, in respect of Resolutions 4 and 5, Mr Beresford recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (a) the grant of Related Party Options to the Related Parties, in particular, the vesting conditions of the Related Party Options, will align the interests of the Related Parties with those of Shareholders;

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• (b) the grant of the Related Party Options is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Related Parties; and

• (c) it is not believed that there are any significant opportunity costs to the Company or opportunities foregone by the Company in granting the Related Party Options upon the terms proposed.

Mr. Chiappini declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of that particular Resolution on the basis Mr Chiappini is to be granted Related Party Options in the Company should Resolution 4 be passed. However, in respect of resolutions 3 and 5, Mr. Chiappini recommends that shareholders vote in favour of those Resolutions of the reasons set out in 3.3(a), (b) and (c) above.

Mr. Baumgärtner declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of that particular Resolution on the basis Mr Baumgärtner is to be granted Related Party Options in the Company should Resolution 5 be passed. However, in respect of resolutions 3 and 4, Mr. Baumgärtner recommends that shareholders vote in favour of those Resolutions of the reasons set out in 3.3(a), (b) and (c) above.

In forming their recommendations, each Director considered the experience of each other Related Party, the current market price of Shares, the current market practices when determining the number of Related Party Options to be granted as well as the exercise price and expiry date of those Related Party Options.

The Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 3, 4 & 5.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Related Party Options to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Related Party Options to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

The market price of the Shares during the term of the Related Party Options will normally determine whether or not the Related Party Options are exercised. If, at any time any of the Related Party Options are exercised and the Shares are traded on ASX at a price which is higher than the exercise price of the Related Party Options, there may be a perceived cost to the Company.

The following table gives details of the highest, lowest and latest closing prices of the Shares trading on ASX the 12 months before the date of this Notice:

Security	Highest Price	Date of Highest Price	Lowest Price	Date of Lowest Price	Latest Price on 19 October 2012
Shares	1.8 cents	18 October 2011	0.2 cents	8 October 2011 and various dates since then	0.3 cents

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Mr Beresford, Mr Chiappini and Dr Baumgärtner’s base salaries per annum (including superannuation) and the total financial benefits to be received by them in this current period as a result of the grant of Options the subject of Resolutions 3, 4 and 5 are as follows:

3.4 Value of Related Party Options

The Related Party Options to be granted to the Related Parties pursuant to Resolutions 3, 4 and 5 have been valued using the binomial method of valuation. The value of an Option calculated by this method is a function of a number of variables. The assessment of the value of the Options has been prepared using the following variables:

Variable	Input
Implied Grant Date	28 November 2012
SpotPrice	0.3cents
Exercise Price	0.5 cent
Risk Free Rate	2.36%
Volatility	122%
Years to maturity	4 years
Vesting Dates	50% on 28/11/2012 and balance on 28/11/2013
ExpectedDividends	Nil

For the purposes of this valuation the Company has assumed 28 November 2012 as the implied grant date. For the Share or spot price, the Company has assumed 0.3 cents. For the exercise price the Company has assumed 0.5cents, being 50% above the spot price, rounded up to the next tenth of a cent. It has also been assumed that a volatility level of 122% is appropriate. Based on the variables and the assumptions, it is considered that the estimated value of Options to be granted to the Participating Directors is 0.00219 cents per Option.

Accordingly, the total value of the Options to be granted to each Participating Director is as follows:

Name of Related Party	Value of Options
Richard Beresford	$6,570
Gabriel Chiappini	$3,285
Jörg Baumgärtner	$3,285
Total	$13,140

Note: The valuation ranges noted above are not necessarily the market prices that the Related Party Options could be traded at and they are not automatically the market prices for taxation purposes.

The Directors do not consider that from an economic point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits forgone by the Company in granting the Options to the Participating Directors.

The Company’s adoption of Australian equivalents to International Financial Reporting Standards for reporting periods commencing from 1 July 2005 means that, under AASB2 Share-based Payment, equity-based compensation will be recognised as an expense in respect of the services received.

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4. RESOLUTION 6 – RATIFICATION OF ISSUE SHARES AND OPTIONS

Resolution 6 seeks Shareholders' approval to ratify the issue of 6,599,645 fully paid ordinary shares and 3,333,333 Options each with an exercise price of 1.2 cents and expiry date of 31 January 2016. This is in order to restore the right of the Company to issue further Shares within ASX Listing Rule 7.1's 15% limit during the next 12 months. The Shares were issued on 20/6/2012, 20/7/2012 and 20/8/2012 and Options were issued on 27/6 2012 and are in the same class as the Company’s listed Shares and Options GRKOB.

ASX Listing Rule 7.1

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purposes of ASX Listing Rule 7.1.

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 Company confirms that the previous issue did not breach ASX Listing Rule 7.1.

Technical information required by ASX Listing Rule 7.4

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

• (a) 6,599,645 Shares were allotted and 3,333,333 Options were issued;

• (b) the Shares and Options were granted in consideration for consultancy services rendered;

• (c) the Shares were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Options are the same class as the Company’s listed Options GRKOB, the terms and conditions of which are set out in Annexure B;

• (e) the Shares were allotted and issued to Mr Mark Ballesteros (3,266,312) and Alpha Securities Pty Ltd (3,333,333). None of these subscribers are related parties of the Company;

• (f) the Options were granted to Alpha Securities Pty Ltd who is not an associate or related party of the Company; and

• (g) the Options were granted in consideration for corporate advisory Services and no funds were raised from the grant of the Options.

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The Directors recommend that Shareholders vote in favour of Resolution 6.

Resolution 7 - Employee Share Incentive Option Plan

The Directors considered that it was desirable to establish an option plan under which employees may be offered the opportunity to subscribe for Options to acquire Shares in the Company in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees and accordingly adopted the Employee Share Incentive Option Plan ( Plan ) on 27 November 2006.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period. ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

Resolution 7 seeks Shareholders approval for the adoption of the Plan in accordance with ASX Listing Rule 7.2 (Exception 9(b)). If Resolution 7 is passed, the Company will be able to issue Shares under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

The Plan is designed to provide incentives to the employees of the Company and to recognise their contribution to the Company's success. Under the Company's current circumstances the Directors consider that the incentives to employees are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash bonuses or increased remuneration. To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant shareholdings in the Company.

Under the Plan, the Board may offer to Eligible Persons the opportunity to subscribe for such number of Employee Options in the Company as the Board may decide and on the terms set out in the rules of the Plan. A summary of the key terms and conditions of the Plan is set out in Annexure D. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to Shareholders upon request to the Company Secretary (Nigel Hodder). Shareholders are invited to contact the Company if they have any queries or concerns.

Furthermore, a copy of the rules of the Plan is available at the Company's website: www.greenrock.com.au. Employee Options granted under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the Eligible Person to the Company. The Plan was last approved on 18 November 2009.

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

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• (a) A copy of the rules of the Plan is available at the Company's website: www.greenrock.com.au.

• (b) This is the third approval sought under Listing Rule 7.2 Exception 9 with respect to the Plan. A total of 25,050,000 Options have been previously issued under the Plan since the Plan was adopted, of those Options nil have been exercised and 6,350,000 have lapsed. The exercise price and expiry dates of those Options that have lapsed are as follows

Number	Exercise Price	Expiry Date
2,500,000	25 cents	21 November 2009
500,000	7 cents	9 March 2011
300,000	15 Cents	9 August 2011
1,000,000	11cents	25April 2011
2,050,000	15 cents	26 November 2011

Resolution 8 - Approval of 10% placement capacity - Shares

General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 8, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 8 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

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The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $5.54 million.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has 3 classes of Equity Securities on issue, being Shares (ASX Code: GRK) and Options (GRKO) and (GRKOB).

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (i) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (ii) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (iii) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under this rule; and

• (iv) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 8:

Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (a) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (b) if the Equity Securities are not issued within 5 ASX trading days of the date in Section (a), above, the date on which the Equity Securities are issued.

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Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (a) 12 months after the date of this Meeting; and

• (b) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking).

or such longer period if allowed by ASX (10 % Placement Capacity Period ).

Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue		Dilution	Dilution
	Issue Price (per Share)	50% decrease in Issue Price	Current Issue Price	50% increase in Issue Price
1,848,308,239 (Current)	Shares issued	184,830,823.9 Shares	184,830,823.9 Shares	184,830,823.9 Shares
	Funds raised	$277,246.24	$544,492.47	$831,738.71
2,772462,358 (50% increase)	Shares issued	277,246,235.9 Shares	277,246,235.9 Shares	277,246,235.9 Shares
	Funds raised	$415,869.35	$831,738.71	$1,247,608.06
3,696,616,478 (100% increase)	Shares issued	369,661,647.8 Shares	369,661,647.8 Shares	369,661,647.8 Shares
	Funds raised	$544,492.47	$1,108,984.94	$1,663,477.41

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*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

• (a) The current shares on issue are the Shares on issue as at 19 October 2012.

• (b) The issue price set out above is the closing price of the Shares on the ASX on 19 October 2012.

• (c) The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

• (d) The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

• (e) The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

• (f) This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (a) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (b) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (a) as cash consideration in which case the Company intends, as at the date of this Notice, to use funds raised to meet the costs of the ongoing exploration and development at the Company’s existing projects in Australia and Europe, or to assist in the consideration of additional acquisitions to add further value to the Company’s Shareholders; or

• (b) as non-cash consideration for the acquisition of new resource assets and investments in such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (a) the purpose of the issue;

• (b) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

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• (c) the effect of the issue of the Equity Securities on the control of the Company;

• (d) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (e) prevailing market conditions; and

• (f) advice from corporate, financial and broking advisers (if applicable).

Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

Resolution 9 - Amendment of Cygnet Option Terms

Resolution 9 seeks Shareholder approval pursuant to ASX Listing Rule 6.23.4 to amend the terms of 40,000,000 Options issued to Cygnet Capital Pty Ltd ( Cygnet Capital ) on 22 March 2012 after receiving Shareholder approval for the issue at the Company’s general meeting of Shareholders held on 8 March 2012 ( Cygnet Options ). The current terms of the Cygnet Options are set out in Annexure C.

The Cygnet Options are currently unlisted.

Following a request from Cygnet Capital, the Company now seeks shareholder approval to amend the terms of the Cygnet Options by deleting the following words in term (k), “the Company will not apply for quotation of the Options on the Australian Securities Exchange” and inserting the following, “The Company will apply for Quotation of the Options on the Australian Securities Exchange.” ( Proposed Amendment ) so that the Cygnet Options are effectively on the same terms and conditions as the Company’s listed options (see Annexure B) and can be listed on ASX.

ASX Listing Rule 6.23.4 provides that a company must obtain Shareholder approval to make a change to the terms of options which is not prohibited under ASX Listing Rule 6.23.3.

ASX Listing Rule 6.23.3 prohibits a change to the terms of options which has the effect of reducing the exercise price, increasing the period for exercise or increasing the number of securities received on exercise.

The Proposed Amendment is not prohibited under ASX Listing Rule 6.23.3.

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GLOSSARY

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

Accounting Standards

has the meaning given to that term in the Corporations Act.

Annual Report

means the Company’s annual report for the year ending 30 June 2012.

ASX

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

Board

means the board of Directors.

Closely Related Party

of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of either member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company

means Green Rock Energy Limited ACN 094 551 336.

Constitution

means the constitution of the Company.

Corporations Act

means Corporations Act 2001.

Corporations Regulations

means Corporations Regulations 2001.

Cygnet Capital

means Cygnet Capital Pty Ltd ABN 88 103 488 606

Director

means a director of the Company.

Key Management Personnel

has the meaning given to that term in the Australian standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether exclusive or otherwise) of the

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Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules

means the Listing Rules of ASX.

Notice

means the Notice of Annual General Meeting accompanying this Explanatory Memorandum.

Option

means an option to subscribe for one Share.

Participating Directors means Mr Beresford, Mr Chiappini and Dr Baumgärtner.

Proxy Form

means the enclosed appointment of proxy form.

Remuneration Report

Restricted Voter

Means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

means the Key Management Personnel and their Closely Related Parties.

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 AND CONDITIONS OF OPTIONS

The terms and conditions of the Options the subject of Resolutions 3, 4 and 5 are as follows :

• (a) each Option entitles the holder to one (1) Share;

• (b) the Options vest 50% on 28 November 2012 with the balance vesting on 28 November 2013;

• (c) the Options are exercisable at any time after vesting on or prior to 5.00 pm (Australian Western Standard Time) on 28 November 2016 ( Expiry Date ) by completing an option exercise form and delivering it together with the payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company;

• (d) the exercise price per Option is 50% above the closing price of Shares on the ASX on 28 November 2012 rounded up to the next tenth of a cent;

• (e) 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;

• (f) all Shares issued upon the exercise of the Options will rank pari-passu in all respects with the Company’s then issued Shares. The Company will apply for quotation of all Shares issued upon exercise of the Options on ASX;

• (g) there are no participating rights or entitlements inherent in 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 an Option holder are to be changed in a manner consistent with the Corporations Act and the Listing Rules;

• (i) the Options are not transferable except with the prior consent of the Directors; and

• (j) notwithstanding clause (b), all Options may be exercised by the Option holder:

• (i) in the event a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or

• (ii) at any time after a change of control event (being a shareholder, or group of associated shareholders, being entitled to sufficient shares in the Company to give it or them the ability, and that ability is

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successfully exercised, in a general meeting, to replace all or a majority of the Board) has occurred; or

• (iii) if a merger by way of scheme of arrangement under the Corporations Act has been approved by the Court under section 411(4)(b) of the Corporations Act.

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ANNEXURE B

TERMS & CONDITIONS OF OPTIONS THE SUBJECT OF RESOLUTION 6

The terms and conditions of the Options, the subject of Resolution 6, 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 ( Company );

• (b) the Options are exercisable at any time on or prior to 5.00pm (Australian Western Standard Time) on 31 January 2015;

• (c)

• the Option exercise price is 1.2 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 applied 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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Annexure C

CURRENT TERMS & CONDITIONS OF OPTIONS THE SUBJECT OF RESOLUTION 9

The terms and conditions of the Options are as follows:

• (a) each Option entitles the holder to subscribe for 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 January 2015 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date;

• (c) the Option exercise price is 1.2 cents per Option ( Exercise Price );

• (d) the Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion;

• (e) an Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

• (i) a written notice of exercise of Options specifying the number of Options being exercised; and

• (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

( Exercise Notice );

• (f) an Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds;

• (g) within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice;

• (h) 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;

• (i) subject to the Corporations Act, the Listing Rules and the Company's Constitution, the Options are freely transferable;

• (j) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares;

• (k) the Company will not apply for quotation of the Options on the Australian Securities Exchange. However, the Company will apply for quotation of all Shares issued upon exercise of the Options on the Australian Securities Exchange within 10 Business Days after the allotment of those Shares;

• (l) there are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options without exercising the

29

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 Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue; and

• (m) if at any time the issued capital of the Company is reconstructed, all rights of the Optionholder are to be changed in a manner consistent with the Corporations Act and the Listing Rules at the time of the reconstruction.

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ANNEXURE D

TERMS & CONDITIONS OF PLAN

• Persons eligible under the Plan ( Eligible Persons ) are employees and Directors of the Company or related body corporate of the Company.

• The Board is able to determine which of the Eligible Persons are entitled to participate in the Plan and the extent of that participation.

• No consideration is payable by an Eligible Person for a grant of an Option under the Plan unless the Board decides otherwise.

• The options will not be quoted.

• The Options are exercisable from the date of grant until the date determined by the Board prior t the offer of the relevant Options, subject to any restriction in the Corporations Act from time to time but in any event no longer than 5 years ( Expiry Date ).

• Options not validly exercised on or before the Expiry Date will automatically lapse.

• Unless otherwise determined by the Board, if any Options are granted subject to any exercise conditions, that is, any performance, vesting or other conditions determined by the Board that must be satisfied before an Option can be exercised ( Exercised Condition ) and prior to satisfaction of the Exercised Conditions, the Eligible Person ceases to be an Eligible Person for any reason other than due to retirement, medical incapacity, redundancy or death ( Specified Reason ), any Options held by the Eligible Person will automatically lapse.

• If any Eligible Person ceases to be an Eligible Person for a Specified Reason before satisfaction of the Exercise Conditions, such Eligible Person may exercise any Options held by him or her within:

• I. 6 months of ceasing to be an Eligible Person

• II. Such longer period as the Board determines

• Subject to the Board, in its absolute discretion, reducing, waiving or varying the exercise conditions applying to those Options in accordance with clause 12.5 of the Rules of the Plan so that those Options may be exercised.

• Options the subject of clause 14.2(b) of the Rules not Exercised within 6 months or the longer period determined by the Board, will automatically lapse.

• Unless otherwise determined by the Board, if any Eligible Person ceases to be an Eligible Person at any time after an Option is or has become exercisable for any reason other than a Specified Reason, such Eligible Person may exercise such Options held by him or her within:

• I. 6 months of ceasing to be an Eligible Person; or

• II. Such longer period as the Board determines,

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and any options the subject of this clause not exercised within 6 months or the longer period determined by the Board will automatically lapse and;

• If any Eligible Person ceases to be and Eligible Person for a Specified Reason, such Eligible Person is entitled to exercise and such Option at any time prior to its Expiry Date.

• An Eligible Person who participates in the Plan ( Participant ) is not entitled to participate in any new issue of securities to existing holders of Shares unless he or she becomes entitled to exercise their Options under the Plan and he or she does so before the record date for the determination of entitlements to the new issue of securities.

• If there is a bonus share issue ( Bonus Issue ) to the holder of Shares, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue.

• If there is a pro rata issue (other than a Bonus Issue) to the holders of Shares during the currency of, and prior to the exercise of any Options, the exercise price of an Option will be adjusted in the manner provided for in the Listing Rules.

• If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, then the rights of a Participant (including the number of Options to which each Participant is entitled and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the meeting.

• Notwithstanding any Exercise Conditions not yet met by the Participant, all Options may be exercised during a bid period as defined in section 9 of the Corporations Act, at any time after the shareholding in the Company changes to the extent the shareholders have the ability of replacing all or a majority of the Board, or on an application under section 411 of the Corporations Act.

• The Board will determine the method of calculation of the exercise price of the Options with regard to the market value of the Shares when it resolves to offer the Options, but in no event should the exercise price be less than 20% above the weighted average market price of the Shares on the ASX on the 5 trading days prior to the date of issue of the Options.

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PROXY FORM

APPOINTMENT OF PROXY GREEN ROCK ENERGY LIMITED ACN 094 551 336

ANNUAL GENERAL MEETING

I/We of being a Shareholder entitled to attend and vote at the Meeting, hereby appoint Name of proxy OR the Chair as my/our proxy

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held in the Board Room, Level 2 1176 Hay Street, West Perth, Perth, Western Australia on Wednesday 28 November 2012 at 2.30 pm. (Australian Western Standard Time) and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote

Voting on business of the Meeting	FOR	FOR	AGAINST	AGAINST	AGAINST	ABSTAIN	ABSTAIN	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election of Mr Jeff Schneider as a Director
Resolution 3 – Grant of Options to Mr Richard Beresford
Resolution 4 – Grant of Options to Mr Gabriel Chiappini
Resolution 5 – Grant of Options to Dr Jörg Baumgärtner
Resolution 6 – Ratification of Shares and Options granted to consultants
Resolution 7 – Approval of Employee Share Option Plan
Resolution 8 – Approval of ASX 7.1A facility for ensuing year
Resolution 9 – Amendment of Option Terms

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

I/we direct the Chair to vote in accordance with his/her voting intentions (as set out above) on Resolutions 1, 3 to 9 (except where I/we have indicated a different voting intention above) and expressly authorise that the Chair may exercise my/our proxy even though Resolutions 1, 3 to 9 are connected directly or indirectly with the remuneration of a member of the Key Management Personnel and acknowledge that the Chair may exercise my/our proxy even if the Chair has an interest in the outcome of Resolutions 1, 3 to 9 and that votes cast by the Chair for Resolutions 1, 3 to 9, other than as proxy holder, will be disregarded because of that interest.

to 9, other than as proxy holder, will be disregarded because of that interest.	to 9, other than as proxy holder, will be disregarded because of that interest.	to 9, other than as proxy holder, will be disregarded because of that interest.
If two proxies are being appointed, the proportion of voting rights this proxy represents is			%
Signature of Shareholder(s):		Date: ______
Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director/Company Secretary	Director	Director/Company Secretary
Contact Name: _____ Contact Ph (daytime): _____

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

See over for Instructions for Completing ‘Appointment of Proxy’

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Instructions for Completing ‘Appointment of Proxy' Form

• a. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

• b. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

• c.

( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• (Companies) : Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• d. ( Attending the Meeting ): 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. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Unit 10, 38 - 40 Colin Street, West Perth 6005; or (b) facsimile to the Company on facsimile number +61 8 08 9482 0499.

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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