BLACK ROCK MINING LIMITED — AGM Information 2013

Oct 28, 2013

==> picture [574 x 90] intentionally omitted <==

Green Rock Energy Limited ACN 094 551 336

NOTICE OF ANNUAL GENERAL MEETING

For an Annual General Meeting to be held on Wednesday 27 November 2013 at 10 am (Australian Western Standard Time) at The Boardroom Level 9, The Quadrant Building 1 William Street, Perth 6000 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:

• Level 9, The Quadrant Building, Boardroom, 1 William Street, Perth WA 6000

• on Wednesday, 27 November 2013 commencing at 10am (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 10am (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 25 November 2013 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) 9327 1778 (International: + 61 8 9327 1778); or

• Deliver to Level 9, The Quadrant Building, Boardroom, 1 William Street, Perth WA 6000; or

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

so that it is received no later than 10am (Australian Western Standard Time) on Monday, 25 November 2013.

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

• 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

1

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,

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.

2

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 at Level 9, The Quadrant Building, Boardroom, 1 William Street, Perth 6000, Western Australia, on Wednesday, 27 November 2013 commencing at 10am (Australian Western Standard Time).

AGENDA

ORDINARY BUSINESS

Annual Accounts

To receive, consider and adopt the annual financial report of the Company for the financial year ended 30 June 2013 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 a 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 2013 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 .

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

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

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 Richard Beresford as a Director

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

“That Mr Beresford, 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 Beresford offers himself for reelection.

Resolution 3 - Election of Mr Barnaby Egerton-Warburton as a Director

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

“Pursuant to the Company’s Constitution and for all other purposes, Mr Barnaby Egerton-Warburton is elected as a Director of the Company.”

Short Explanation: The Company’s Constitution permits the Directors to appoint additional Directors. However, any Director so appointed holds office until the next Annual General Meeting and is then required to seek Shareholder approval to continue as a director.

Resolution 4 – Ratification of 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 purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 30,000,000 ordinary Shares on the terms and conditions set out in the Explanatory Memorandum.”

Short Explanation: Resolution 4 seeks Shareholders' approval to ratify the issue of a total of 30,000,000 fully paid ordinary, this approval is sought to 'refresh' the Company's placement ability under Listing Rule 7.1.

Voting Exclusion:

For the purposes of Resolution 4, 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 5 – Ratification of 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 purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 26,041,485 ordinary Shares on the terms and conditions set out in the Explanatory Memorandum.”

Short Explanation: Resolution 5 seeks Shareholders' approval to ratify the issue of a total of 26,041,485 fully paid ordinary, this approval is sought to 'refresh' the Company's placement ability under Listing Rule 7.1.

Voting Exclusion:

For the purposes of Resolution 5, 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 6 - 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.

Dated the 22 October 2013 by order of the Board

Gabriel Chiappini Director

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 2013 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 2013.

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).

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.

1.2 Previous Voting Results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at the 2012 AGM were less than 25%. Accordingly the spill resolution is not relevant for this 2013 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).

The Chairman of the meeting intends to vote undirected proxies that are able to be voted in favour of the adoption of the remuneration report.

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.

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 RICHARD BERESFORD AS A DIRECTOR

Resolution 2 seeks approval for the re-election of Mr Richard Beresford 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 Beresford will retire from office in accordance with clause 13.2 of the Constitution and being eligible, submits himself for re-election.

Background Mr Richard Beresford

Mr Beresford was appointed to the board on 2 February 2010 and currently holds the role of Chairman. Mr Beresford holds a BSc in Mechanical Engineering and an MSc in Technology and Development from Imperial College, London and is also a Fellow of the Australian Institute of Company Directors and a Fellow of the Australian Institute of Energy.

Mr Beresford has an engineering background and in excess of 30 years’ experience in the international gas and renewable energy industries. This includes corporate experience with British Gas (now BG) in the UK and Indonesia, Woodside in Australia and China Light and Power (CLP) in Hong Kong.

Mr Beresford has been a director and company chairman of several listed and unlisted companies. He is currently non-executive chairman of Liquefied Natural Gas Limited and non-executive director of Eden Energy Limited.

Recommendation – the Directors (other than Mr Richard Beresford who abstains from making a recommendation) recommend that shareholders vote in favour of this resolution.

3. RESOLUTION 3 - ELECTION OF MR BARNABY EGERTON-WARBURTON AS A DIRECTOR

Mr Barnaby Egerton-Warburton was appointed to the board as a Non-Executive Director on 15 March 2013. Resolution 3 seeks Shareholder approval for the appointment of Mr Egerton-Warburton as a Director of the Company.

Mr Egerton-Warburton holds a B.Ec and is currently Managing Director of USfocused oil and gas developer and producer, Otis Energy Limited (ASX OTE) and a Non –Executive Director of West Australian explorer InterMet Resources Limited (ASX ITT) . Barnaby has over 20 years of trading, investment banking, international investment and market experience with positions at JP Morgan, BNP Equities and Prudential Securities.

Recommendation – the Directors (other than Mr Barnaby Egerton-Warburton who abstains from making a recommendation) recommend that shareholders vote in favour of this resolution.

4. RESOLUTION 4 – RATIFICATION OF ISSUE SHARES

Resolution 4 seeks Shareholders' approval to ratify the issue of 30,000,000 fully paid ordinary shares. This is in order to restore the right of the Company to issue further Shares within ASX Listing Rule 7.1 15% limit during the next 12 months.

Details of the Shares issued and the dates on which they were issued are listed below:

Share Issue	Share Issue	Purpose of issue
14-Aug-13	30,000,000	Withdrawal and full settlement from the 50% Joint Venture Agreement with Palatine Energy Pty Ltd for SPA 33 in the southern Carnarvon Basin

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.

ASX Listing Rule 7.5

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

• a) 30,000,000 Ordinary Shares were issued in accordance with the ASX Listing Rules;

• b) 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;

• c) As announced to the ASX on 19 August 2013, the Shares were issued to Palatine Energy Pty Ltd in exchange for being released from a AUD$200,000 plus commitment to farm into a 50% equity interest in SPA33 in the South Carnarvon Coolcalalaya sub-basin;

• d) The shares were issued to Palatine Energy Pty Ltd on 14 August 2013 and 15,000,000 of the total shares issued were subject to a 3 month voluntary escrow;

• e) Palatine Energy Pty Ltd or its directors are not related parties of the Company; and

• f) no cash funds were raised from the issue, the shares were issued at deemed value per share of $0.002.

The Directors recommend that Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – RATIFICATION OF ISSUE SHARES

Resolution 5 seeks Shareholders' approval to ratify the issue of 26,041,485 fully paid ordinary shares. This is in order to restore the right of the Company to issue further Shares within ASX Listing Rule 7.1 15% limit during the next 12 months.

Details of the Shares allotted and the dates on which they were issued are listed below:

Shares Issued	Shares Issued	Purpose of issue
18-Dec-12	11,439,814	Consultingfee offset in lieu of cashpayment
25-Mar-13	5,059,560	Consultingfee offset in lieu of cashpayment
10-Jul-13	9,542,111	Consultingfee offset in lieu of cashpayment

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.

ASX Listing Rule 7.5

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

• a) 26,041,485 Ordinary Shares were issued in accordance with the ASX Listing Rules;

• b) 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;

• c) As announced to the ASX on 18 December 2012, 25 March 2013 and 10 July 2013 the Shares were issued to Mr Mark Ballesteros in lieu of cash payments for Geological and Petroleum Engineering services;

• d) The shares were issued to Mr Mark Ballesteros on 18 December 2012, 25 March 2013 and 10 July 2013 and are not subject to escrow;

• e)

• Mr Mark Ballesteros is not related party of the Company; and

• f) no cash funds were raised from the issue, the shares were issued at deemed value based on the company’s volume weighted average price preceding the date of issue ranging from $0.0013 to $0.002 per share.

The Directors recommend that Shareholders vote in favour of Resolution 5.

Resolution 6 - 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 6, 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 6 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 6 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 6 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.

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 $1.98 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 6:

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 per paragraph (a) above, then the share price shall be the date on which the Equity Securities are issued.

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:

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

• (d) 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 6 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.

	10% dilution	10% dilution	10% dilution	10% dilution
	Share price issue volatility	50% decrease in issue price	No change in Issue Price	100% increase in issue price
	Share price issue $0.0005 (i) $0.001 $0.002 1,908,088,613 190,808,861 190,808,861 190,808,861
Current shares on issue

	Funds raised	$95,404	$190,809	$381,618
Current shares on issue	with a 50% increase	$0.0005(i)	$0.001	$0.002
	2,862,132,920	286,213,292	286,213,292	286,213,292
	Funds raised	$143,107	$286,213	$572,427
Current shares on issue	with a 100% increase	$0.0005(i)	$0.001	$0.002
	3,816,177,226	381,617,723	381,617,723	381,617,723
	Funds raised	$190,809	$381,618	$763,235

(i) the share price cannot be traded on the ASX any lower than 1/10 of a cent, and the example is included for illustrative purposes only.

*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 prorata 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 1,908,088,613.

• (b) The issue price set out above is the closing price of the Shares on the ASX on 23 October 2013.

• (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. Of particular relevance are the Geo-Thermal Mid-West project that may require the Company to fund its development alongside AWE Ltd’s and any State and/or Federal Government grants and to further develop the Geological development of the Ocean Hills L12-7 Permit that is subject to Native Title and Environmental conditions before being granted to Green Rock Energy; 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;

• (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’s shareholders approved the ASX Listing Rule 7.1A 10% Placement Capacity resolution at the 2012 AGM.

ASX Listing Rules 7.3A.6

ASX LR 7.3A.6 (a) requires total number of equity securities issued in the 12 months preceding the date of the meeting, and the percentage they represent of the total number of equity securities on issue at the commencement of that 12 month period.

At the commencement of the preceding 12 month period Green Rock Energy had the following securities on issue:

Ordinary Shares 1,852,039,857 Options (GRKO) 243,949,438

Options GRKOB) 779,823,128 Unquoted Options 115,650,000

Following last year’s Green Rock Energy AGM, a total of 56,041,485 Ordinary shares and 47,500,000 options were issued or 5.59% of the total issued Ordinary Shares on issue at the time the 2012 AGM was held.

ASX LR 7.3A.6 (b) requires that entities provide details of issues of all equity securities (quoted and unquoted) made in the 12 months preceding the date of the meeting. This extends to issues of equity securities made under listing rules 7.1, 10.11 and 10.14, even if the issues were made with prior security-holder approval or have since been ratified. Please find below details of securities that have been issued in the preceding 12 month period:

Shares Issued

Shares Issued
Date of issue:	18-Dec-12
Number issued:	11,439,814
Class/Type of equitysecurity:	OrdinaryShares
Summaryof terms:	Same terms as existing quoted shares
Names of persons who received securities or basis on which those persons was determined:	Allotted to Mr Mark Ballesteros who is not a relatedparty
Price:	Issued for nil cash proceeds, however with a deemed issue price of $0.002.per share
Discount to marketprice(if any):	Cash Discount to marketprice of $0.002per share
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 11,439,814 ordinaryshares
Current value of that non-cash consideration:	$11,439
Date of issue:	25-Mar-13
Number issued:	5,059,560
Class/Type of equitysecurity:	OrdinaryShares
Summaryof terms:	Same terms as existing quoted shares
Names of persons who received securities or basis on which those persons was determined:	Allotted to Mr Mark Ballesteros who is not a relatedparty
Price:	Issued for nil cash proceeds, however with a deemed issue price of $0.0018 per share
Discount to marketprice(if any):	Cash Discount to marketprice of $0.002per share
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 5,059,560 shares
Current value of that non-cash consideration:	$5,059

ASX LR 7.3A.6 (b) requirements continued – shares issued

Date of issue:	10-July-13
Number issued:	9,542,111
Class/Type of equitysecurity:	OrdinaryShares
Summaryof terms:	Same terms as existing quoted shares
Names of persons who received securities or basis on which those persons was determined:	Allotted to Mr Mark Ballesteros who is not a relatedparty
Price:	Issued for nil cash proceeds, however with a deemed issue price of $0.0014per share
Discount to marketprice(if any):	Cash Discount to marketprice of $0.001per share
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 9,542,111 ordinaryshares
Current value of that non-cash consideration:	$9,542
Date of issue:	14-August-13
Number issued:	30,000,000
Class/Type of equitysecurity:	OrdinaryShares
Summaryof terms:	Same terms as existing quoted shares
Names of persons who received securities or basis on which those persons was determined:	Allotted to Palatine EnergyLtd who is not a relatedparty
Price:	Issued for nil cash proceeds, however with a deemed issue price of $0.002per share
Discount to marketprice(if any):	Cash Discount to marketprice of $0.002per share
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 30,000,000 ordinaryshares
Current value of that non-cash consideration:	$30,000

Options Issued

Options Issued
Date of issue:	25January2013
Number issued:	40,000,000
Class/Type of equitysecurity:	Quoted Options(GRKOB)
Summaryof terms:	Options can be exercised into fully paid ordinary shares at $0.012 each and expire on 31January2015.
Names of persons who received securities or basis on which those persons was determined:	The options were issued to the original holders of the unlisted options class (GRKAS) and to Corporate Advisory firm Cygnet Capital Pty Ltd in consideration for corporate advisory services provided for a placement as approved at the 2012 AGM
Price:	Issued for nil cash proceeds – issued in lieu of cash consideration
Discount to marketprice(if any):	Discount to marketprice of $0.001per option issued
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 40,000,000 Options
Current value of that non-cash consideration:	$40,000 based on last traded price on ASX of $0.001 per GRKOB option

ASX LR 7.3A.6 (b) requirements continued – Options issued

Date of issue:	9January2013
Number issued:	7,500,000
Class/Type of equitysecurity:	Unquoted Options
Summaryof terms:	Options to acquire one fully paid ordinary share in the Company for each Option exercised, with an exercise price of 0.3 cents per Option. Options vest 50% immediately with the balance on 28 November 2013 and have an expiry date of 28 November 2016.
Names of persons who received securities or basis on which those persons was determined:	The options were issued as Performance incentive options as disclosed in the 2012 AGM to Mr Richard Beresford, Mr Gabriel Chiappini, Mr Jorg Baumgärtner and Mr Nigel Hodder
Price:	Issued for nil cash proceeds – issued in lieu of cash consideration for services provided and as part of employment contracts
Discount to marketprice(if any):	Nil
For non-cash issues
Non-cash considerationpaid:	Non Cash Consideration paid comprised of 7,500,000 Options
Current value of that non-cash consideration:	Using the Binomial Option Valuation method, the Options are valued at $0.00021 each or $1,575 in total

Voting Exclusion for Resolution 6

The Company will disregard any votes cast on Resolution 6 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:

• (1) 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 from; or

• (2) 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.

Explanatory Memorandum Ends -

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 2013.

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.

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 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. Proxy Form means the enclosed appointment of proxy form. Remuneration Report 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 2013. Restricted Voter 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.

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 Level 9, The Quadrant Building, Boardroom, 1 William Street, Perth 6000, Western Australia; or

(b) facsimile to the Company on facsimile number 08 9327 1778

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.

==> picture [95 x 51] intentionally omitted <==

Lodge your vote:



By Mail:

Green Rock Energy Limited PO Box 1177 West Perth, Western Australia 6872

By Hand:

T 000001 000 GRK MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Level 9, The Quadrant Building The Boardroom, 1 William Street Perth, Western Australia 6000

Alternatively you can fax your form to (within Australia) (08) 9327 1778 (outside Australia) +61 8 9327 1778

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

 For your vote to be effective it must be received by 10:00am (AWST) Monday 25 November 2013

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form



View the annual report, 24 hours a day, 7 days a week: www.greenrock.com.au

Your secure access information is:

To view and update your securityholding:

SRN/HIN: I9999999999

www.investorcentre.com

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

==> picture [18 x 18] intentionally omitted <==

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.



I 9999999999 I ND

Proxy Form

Please mark to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Green Rock Energy Limited hereby appoint the Chairman OR of the Meeting

 PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Green Rock Energy Limited to be held at The Boardroom, Level 9, The Quadrant Building, 1 William Street, Perth, Western Australia on Wednesay, 27 November 2013 at 10:00am (AWST) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business  PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Richard Beresford as a Director
Resolution	3	Election of Mr Barnaby Egerton-Warburton as a Director
Resolution	4	Ratification of Issue of Shares
Resolution	5	Ratification of Issue of Shares
Resolution	6	Approval of 10% Placement Capacity - Shares

The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

SIGN

Signature of Securityholder(s) This section must be completed.

==> picture [504 x 77] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
----- End of picture text -----

G R K

1 7 5 4 8 4 A