BLACK ROCK MINING LIMITED - Proxy Solicitation & Information Statement 2012

GREEN ROCK ENERGY LIMITED

ACN 094 551 336

NOTICE OF GENERAL MEETING

TIME : 11:00am (WST) DATE : 11 June 2012 PLACE : Country Women’s Association of WA 1176 Hay Street West Perth, WA 6005.

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9482 0482.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	7
Glossary	21
Schedule 1 – Terms and Conditions of Options A, B & C	23
Schedule 2 – Terms of Conditions of Performance Options	26
Schedule 3 – Valuation of Options	28
Proxy Form	29

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

Notice is given that the general meeting of the Shareholders to which this Notice of Meeting relates will be held at 11:00am (WST) on 11 June 2012 at:

Country Women’s Association of WA 1176 Hay Street West Perth, WA 6005.

YOUR VOTE IS IMPORTANT

The business of the General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on 7 June 2012.

VOTING IN PERSON

To vote in person, attend the General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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 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 one-half 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 General Meeting. Broadly, the changes mean that:

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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 :

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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:

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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.

BUSINESS OF THE MEETING

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES PURSUANT TO THE PLACEMENT

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 157,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates 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.

2. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS PURSUANT TO THE PLACEMENT

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue of 157,000,000 Options on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue 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 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.

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS PURSUANT TO THE CONVERTING LOAN

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to that number of Shares, when multiplied by the issue price, will raise up to $2,350,000, together with one (1) free attaching Option for every one (1) Share subscribed for and issued, on the terms and conditions set out in the Explanatory Statement.”

4. RESOLUTION 4 – PLACEMENT OF PERFORMANCE OPTIONS TO MR ANDREW CARROLL

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 30,000,000 Performance Options to Mr Andrew Carroll on the terms and conditions set out in the Explanatory Statement.”

5. RESOLUTION 5 – PLACEMENT OF CORPORATE ADVISOR OPTIONS TO CYGNET CAPITAL PTY LTD

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 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to 20,000,000 Options to Cygnet Capital Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

6. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR GABRIEL CHIAPPINI

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

“That, for the purpose of clause 13.4 of the Constitution and for all other purposes, Mr Gabriel Chiappini , a Director who was appointed on 21 March 2012, retires, and being eligible, is re-elected as a Director.”

7. RESOLUTION 7 – ISSUE OF OPTIONS TO MR GABRIEL CHIAPPINI

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

“That, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to allot and issue 2,000,000 Options to Mr Gabriel Chiappini (or his 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 Mr Gabriel Chiappini (or his nominee) or any of his associates. 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.

Voting Prohibition Statement:

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

(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:

(c) the proxy is the Chair of the Meeting; and
(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF CONSULTANT 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 250,000 Options on the terms and conditions set out in the Explanatory Statement.”

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES TO MR MARK BALLESTEROS

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 3,138,319 Shares on the terms and conditions set out in the Explanatory Statement.”

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ACTIVATED LOGIC PTY LTD

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 1,000,000 Shares on the terms and conditions set out in the Explanatory Statement.”

11. RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES TO MR RALF OPPERMAN

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 7.1 and for all other purposes, Shareholders approve the allotment and issue of 5,000,000 Shares to Mr Ralf Opperman on the terms and conditions set out in the Explanatory Statement.”

12. RESOLUTION 12 – APPROVAL FOR DIVERSIFICATION OF ACTITIVES

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

“That, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to diversify its activities as described in the Explanatory Statement accompanying this Notice.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any 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 of their associates. 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.

DATED 7 MAY 2012 BY ORDER OF THE BOARD

RICHARD BERESFORD EXECUTIVE CHAIRMAN

EXPLANATORY STATEMEN T

This Explanatory Statement 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.

1. BACKGROUND

1.1 Oil Basins Transaction

As announced to Shareholders on 2 April 2012, the Company has entered into a heads of agreement ( Heads of Agreement ) with Oil Basins Limited ( OBL ) pursuant to which the Company may earn up to a 20% interest in the highly prospective ‘Backreef Area’ oil field (in the Canning Basin, Western Australia) ( Transaction ).

Presently, the Company’s primary focus is on:

(a) identifying, securing and commercialising energy projects with an emphasis on geothermal energy. To this end, the Company has a broad portfolio of geothermal projects in Australia and Hungary, is working towards becoming a major developer of geothermal energy properties, and is also considering other energy projects complementary to its geothermal energy projects; and
(b) exploration for, and development of, conventional oil and gas and unconventional shale gas projects in the Canning Basin of Western Australia.

The Company considers that the proposed Transaction in the Backreef Area complements and has synergy with its existing interests in the Canning Basin. The Backreef Area opportunity represents a relatively low cost entry into this part of the Canning Basin with good upside potential for the Company if hydrocarbons are present.

ASX has determined that the proposed Transaction does not represent a change of nature and scale and, accordingly, has determined that the Company will not be required to re-comply with Chapters 1 and 2 of the ASX Listing Rules. However, and pursuant to Resolution 1 and 2, the Company is seeking Shareholder approval to enter into the Transaction, with a view to the Company expanding its interests from primarily geothermal energy projects, to include oil and gas interests.

1.2 Heads of Agreement

On 1 April 2012, the Company entered into the Heads of Agreement to acquire up to a 20% interest in the Backreef Area. The following are the material terms of the Heads of Agreement:

( Conditions Precedent ): the Heads of Agreement is conditional upon a nonrefundable payment to OBL of $1,100,000.

( Sale and Purchase Agreement ): The Company and OBL entering into an unconditional sale and purchase agreement for the Company to acquire up to a 20% interest in the Backreef Area via the acquisition of all the shares in OBL Backreef No 5 Pty Ltd.

( Election to acquire 20% interest ): the Company may elect to acquire 20% of the Backreef Area by depositing a non-refundable payment of $2,500,000. Upon payment, the Company will immediately attain beneficial rights to a 20% interest in Backreef Area in the Canning Basin, by acquiring OBL's wholly owned subsidiary OBL Backreef No 5 Pty Ltd.

1.3 Funding Requirements

In order to fund the proposed Transaction, the Company will seek to raise funds via the issue of Shares, as contemplated by this Notice. At present the Company has approximately $2,000,000 in cash reserves and will seek to raise a further $3,763,000 pursuant to Resolutions 1 and 2.

Of the $3,763,000 proposed to be raised pursuant to this Notice, $2,350,000 will be raised via the provision of a converting loan deed from White Swan Nominees Pty Ltd ( White Swan Nominees ). On 24 April 2012, the Company entered into a converting loan deed ( Converting Loan ) with White Swan Nominees, pursuant to which White Swan Nominees agreed to provide the Company with a loan of $2,350,000 that will convert into ordinary fully paid Shares in the capital of the Company at a conversion price of (a) the lower of (i) $0.009 cents per share or (ii) the volume weighted average price ( VWAP )over the 5 trading days leading up to the date of the General Meeting with (b) one (1) free attaching Option being granted for each Share, exercisable at $0.012 on or before 31 January 2015.

A further $1,413,000 will be raised via a placement of 157,000,000 Shares to clients of Cygnet Capital Pty Ltd ( Cygnet ) ( Placement ). The Shares issued pursuant to the Converting Loan and the Placement (together, the Capital Raising ) are proposed to be issued together with free-attaching Options on a 1:1 basis, as contemplated by Resolution 1.

It is proposed that the Company’s current cash plus the funds raised from the Capital Raising will be used as follows:

Item	Amount
Estimated cost of the Transaction	$250,000
Expenditure on the Company’s existing asset geothermal assets	$800,000
Expenditure on the Company’s existing oil and gas assets	$80,000
Expenditure on Backreef Area	$3,822,000
Working capital and corporate administration	$811,000
TOTAL	$5,763,000

1.4 Proforma capital structure

The capital structure of the Company following settlement of the Transaction and the issues of all Securities contemplated by this Notice is set out below:

	Number
Shares on issue as at the date of this Notice	1,080,218,798
Shares to be issued pursuant to the Converting Loan	261,111,1121
Shares to be issued pursuant to the Placement	157,000,000
Shares to be issued to Ralf Opperman	5,000,000
Total Shares on settlement of the Acquisition	1,503,3302

1 This figure assumes that the issue price of the Shares on conversation of the Convertible Loan will be $0.009. Note that the exact number of Shares (and attaching Options) to be issued is uncertain at this stage. The Company will rely on the formula referred to in section 1.3 above. 2 Refer to Note 1 above.

Performance Options[3]

Performance Options3
	Number
Performance Options on issue as at the date of this Notice	NIL
Performance Options to be issued pursuant to Mr Andrew Carroll	30,000,000
Total Performance Options on settlement of the Transaction	30,000,000

3 Each Performance Share converts to one Share on satisfaction of the performance hurdles set out in Schedule 2 which also sets out the full terms and conditions.

Options[4]

Options4
	Number
Unlisted Options currently on issue	83,650,000
Listed Options currently on issue	243,949,438
Options issued pursuant to Converting Loan	261,111,1125
Options issued pursuant to Placement	157,000,000
Options to be issued to Cygnet	20,000,000
Options to be issued to Mr Gabriel Chiappini	2,000,000
Total Options on settlement of the Transaction	767,710,5506

4 The full terms and conditions of the Options to be issued pursuant to the Capital Raising are set out in Schedule 1.

5 Please refer to Note 1 above.

6 Please refer to Note 1 above.

1.5 Additional risk factors

The risk profile of oil and gas exploration in the Backreef Area is similar to that of the Company’s existing projects which has previously been disclosed to Shareholders. However, the Directors have identified the following risks the Company may be exposed to following settlement of the proposed Transaction that are in addition to those currently applying:

(a) Exploration and Development Risks

The business of oil and gas exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

(i) the discovery and/or acquisition of economically recoverable reserves;

(ii) access to adequate capital for project development;
(iii) design and construction of efficient development and production infrastructure within capital expenditure budgets;
(iv) securing and maintaining title to interests;
(v) obtaining consents and approvals necessary for the conduct of oil and gas exploration, development and production;
(vi) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from projects undergoing exploration and development programs depends on successful exploration and establishment of production facilities. Factors including costs, actual hydrocarbons and formations, flow consistency and reliability and commodity prices affect successful project development and operations.

Drilling activities carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment. In addition, drilling and operations include reservoir risk such as the presence of shale laminations in the otherwise homogeneous sandstone porosity.

Industry operating risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of toxic gases or geological uncertainty (such as lack of sufficient sub-surface data from correlative well logs and/or formation core analyses. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of an economic deposit of oil or gas. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

(b) Oil and gas price fluctuations

The demand for, and price of, oil and natural gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

International oil and gas prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. Fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas may have a material adverse effect on the Company's business, financial condition and results of operations.

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

2.1 General

On 12 April 2012, the Company announced that it had firm commitments to undertake a capital raising pursuant to which the Company would complete a placement of approximately $1.422 million by issuing approximately 158,000,000 Shares (with a 1:1 Option) at an issue price of $0.009 ( Placement ). The attaching Options will be on the same terms as those previously issued to Cygnet (exerciseable at $0.012 by 31 January 2105).

The Company completed the Placement and issued 157,000,000 Shares at an issue price of $0.009 per Share to raise $1,413,000. Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

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 7.4 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 purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 157,000,000 Shares were allotted;
(b) the issue price was $0.009 per Share;
(c) the Shares issued 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 Shares were allotted and issued to clients of Cygnet. None of these subscribers are related parties of the Company; and
(e) the Company intends to use the funds raised from the Placement towards the funding of the proposed Transaction and general working capital.

3. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS PURSUANT TO THE PLACEMENT

3.1 General

On 12 April 2012, the Company announced that it had firm commitments to undertake a capital raising pursuant to which the Company would complete a placement of approximately $1.422 million by issuing approximately 158,000,000 Shares (with a 1:1 Option) at an issue price of $0.009 ( Placement ). The attaching options will be on the same terms as those previously issued to Cygnet (exerciseable at $0.012 by 31 January 2105).

The Company completed the Placement and issued 157,000,000 Shares at an issue price of $0.009 per Share to raise $1,413,000. Resolution 2 seeks Shareholder approval to issue the attaching Options pursuant to ASX Listing Rule 7.1.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 2 will be to allow the Directors to issue the Options pursuant to the Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

3.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Options to be issued is 157,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the options will be issued for nil cash consideration;
(d) the Options will be allotted and issued to sophisticated and institutional investors. None of these subscribers are related parties to the Company;
(e) the Options will be issued on the terms and conditions set out in Schedule 1; and
(f) the Company intends to use the funds raised from the Placement towards the proposed Transaction and general working capital.

4. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS PURSUANT TO THE CONVERTING LOAN

4.1 General

Resolution 3 seeks Shareholder approval for the allotment and issue of up to that number of Shares, when multiplied by the issue price, will raise up to $2,350,000, together with one (1) free attaching Option for every Share subscribed for and issued pursuant to the Converting Loan as set out in Section 1.3 above.

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 3 will be to allow the Directors to issue the Shares pursuant to the Converting Loan during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

4.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Shares to be issued on conversion of the Converting Loan is up to that number of Shares which, when multiplied by the issue price, equals $2,350,000;

(b) the maximum number of Options to be issued on conversion of the Converting Loan is the same amount of any Shares issued, on the basis of one (1) free attaching Option for every one (1) Share issued;
(c) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(d) the issue price of the Shares on conversion of the Converting Loan will be the lower of $0.009 per Share or (ii) the volume weighted average price ( VWAP ) over the 5 trading days leading up to the General Meeting with (b) one (1) free attaching Option being granted for each Share, exercisable at $0.012 on or before 31 January 2015;
(e) The table below outlines examples of how many Shares and Options would be issued where the 5 day VWAP is determined at various prices, up to $0.009 per Share:

$0.009 per Share:
Issue Price	Shares
$0.009	261,111,112
$0.008	293,750,000
$0.007	335,714,286
$0.006	391,666,667
$0.005	470,000,000

(f) the issue price of the Options will be nil as they will be issued on the basis of one (1) free attaching Option for every one (1) Share issued;
(g) The Shares will be allotted and issued to sophisticated and institutional investors. None of these subscribers are related parties of the Company;
(h) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(i) the Options will be issued on the terms and conditions set out in Schedule 1 (Terms and Conditions of Options: A); and
(j) the funds raised from this issue were used to fund the proposed Transaction and general working capital.

5. RESOLUTION 4 – PLACEMENT OF PERFORMANCE OPTIONS TO MR ANDREW CARROLL

5.1 General

Resolution 4 seeks Shareholder approval for the allotment and issue of 30,000,000 Performance Options in consideration for business development advisory services provided by Mr Andrew Carroll ( Performance Option Placement ).

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 4 will be to allow the Directors to issue the Performance Options pursuant to the Performance Option Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Performance Options to be issued is 30,000,000;
(b) the Performance Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Performance Options will be issued for nil cash consideration in satisfaction of business development advisory services provided by Mr Andrew Carroll in his role as Business Development Advisor to the Company;
(d) the Performance Options will be allotted and issued to Mr Andrew Carroll, who is not a related party of the Company;
(e) the Performance Options will be issued on the terms and conditions set out in Schedule 2; and
(f) no funds will be raised from the Performance Option Placement as the Performance Options are being issued in consideration for business development advisory services provided by Mr Andrew Carroll in his role as Business Development Advisor to the Company.

6. RESOLUTION 5 – PLACEMENT – CORPORATE ADVISOR OPTIONS TO CYGNET CAPITAL PTY LTD

6.1 General

Resolution 5 seeks Shareholder approval for the allotment and issue of 20,000,000 Options in consideration for corporate advisory services provided by Cygnet ( Corporate Advisor Placement ).

A summary of ASX Listing Rule 7.1 is set out in Section 2.1 above.

The effect of Resolution 5 will be to allow the Directors to issue the Options pursuant to the Corporate Advisor Placement during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

6.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Placement:

(a) the maximum number of Options to be issued is 20,000,000;
(b) the Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
(c) the Options will be issued for nil cash consideration in satisfaction of corporate advisory services provided by Cygnet;
(d) the Options will be allotted and issued to Cygnet, who is not a related party of the Company;

(e) the Options will be issued on the terms and conditions set out in Schedule 1 (Terms and Conditions of Options: A); and
(f) no funds will be raised from the Corporate Advisor Placement as the Options are being issued in consideration for corporate advisory services provided by Cygnet.

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR GABRIEL CHIAPPINI

Clause 13.4 of the Constitution allows the Directors to appoint at any time a person to be a Director as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Any Director so appointed holds office only until the next following general meeting and is then eligible for re-election.

Mr Gabriel Chiappini will retire in accordance with clause 13.4 of the Constitution and being eligible seeks re-election.

8. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY – MR GABRIEL CHIAPPINI

8.1 General

The Company has agreed, subject to obtaining Shareholder approval, to allot and issue a total of 2,000,000 Options to Mr Gabriel Chiappini ( Mr Chiappini ) 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 Options constitutes giving a financial benefit and Mr Chiappini is a related party of the Company by virtue of being a Director.

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 Directors 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 Options to Mr Chiappini.

8.2 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 party is Mr Chiappini and he is a related party by virtue of being a Director;

(b) the maximum number of Options (being the nature of the financial benefit being provided) to be granted to Mr Chiappini is 2,000,000.
(c) the Options will be granted to Mr Chiappini 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 Options will be issued on one date;
(d) the Options will be granted for nil cash consideration, accordingly no funds will be raised;
(e) the terms and conditions of the Options are set out in Schedule 1 (Terms and Conditions of Options: B);
(f) the value of the Options and the pricing methodology is set out in Schedule 3;
(g) the relevant interests of Mr Chiappini in securities of the Company are set out below:

out below:
Related Party	Shares	Options
Mr Gabriel Chiappini	3,000,000	2,000,0001

1 Options exercisable at a price which is 100% above the closing price on the date of shareholder approval (assumed 30 May 2012) each on or before 30 May 2016

(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 Gabriel Chiappini	12,000	NIL

(i) if the Options granted to Mr Chiappini are exercised, a total of 2,000,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 1,080,218,798 to 1,082,218,798 assuming that no other Options are exercised and no other shares other than those contemplated by the Resolutions of this Notice are issued) with the effect that the shareholding of existing Shareholders would be diluted by an aggregate of 0.18%, comprising 0.18% by Mr Chiappini.

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

(j) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

this Notice is set out below:
	Price	Date
Highest	2.39 cents	28 April 2011
Lowest	0.5 cents	1- 5 April 2012 and 7-8 February 2012
Last	0.07 cents	7 May 2012

(k) the Board acknowledges the grant of Options to Mr Chiappini is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options to Mr Chiappini reasonable in the circumstances for the reason set out in subparagraph (m)(i)-(iii);
(l) the primary purpose of the grant of the Options to Mr Chiappini is to provide a performance linked incentive component in the remuneration package for Mr Chiappini to motivate and reward the performance of Mr Chiappini in his role as a Director;
(m) In respect of Resolution 7, the Directors (other than Mr Chiappini) recommend that Shareholders vote in favour of that Resolution for the following reasons:
(i) the grant of the Options to the Mr Chiappini will align the interests of the Mr Chiappini with those of Shareholders;
(ii) the grant of the 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 Mr Chiappini; and
(iii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Options upon the terms proposed;
(n) Mr Chiappini declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Options in the Company should Resolution 7 be passed.
(o) with the exception of Mr Chiappini, no other Director has a personal interest in the outcome of Resolution 7;
(p) Mr Richard Beresford recommends that Shareholders vote in favour of Resolution 7 for the reasons set out in subparagraphs (m)(i)-(iii);
(q) Dr Jorg Baumgartner recommends that Shareholders vote in favour of Resolution 7 for the reasons set out in subparagraphs (m)(i)-(iii);
(r) Mr Jeffrey Schneider recommends that Shareholders vote in favour of Resolution 7 for the reasons set out in subparagraphs(m)(i)-(iii);
(s) in forming their recommendations, each Director considered the experience of Mr Chiappini, the current market price of Shares, the current market practices when determining the number of Options to be granted as well as the exercise price and expiry date of those Options; and
(t) 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 Resolution 7.

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

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF CONSULTANT OPTIONS

9.1 General

On 15 November 2011, the Company issued 250,000 Options in consideration for technical and corporate advisory services provided by Gary Meyer and Ian Campbell.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Options ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.

9.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 250,000 Options were allotted;
(b) the Options were issued for nil cash consideration in satisfaction of technical and corporate advisory services provided by Gary Meyer and Ian Campbell;
(c) the Options will be issued on the terms and conditions set out in Schedule 1 (Terms and Conditions of Options: C);
(d) the Options were allotted and issued to Gary Meyer and Ian Campbell, who are not related parties of the Company; and
(e) no funds were raised from this issue as the Options were issued in consideration for technical and corporate advisory services provided by Gary Meyer and Ian Campbell.

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES TO MR MARK BALLESTEROS

10.1 General

On 16 March 2012, the Company issued 3,138,319 Shares in consideration for technical services provided by Mr Mark Ballesteros ( Mr Ballesteros ).

Resolution 9 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.

10.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 3,138,319 Shares were allotted;

(b) the Shares were issued in lieu of consultant fees in satisfaction of technical services provided by Mr Ballesteros;
(c) the Shares issued 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 Shares were allotted and issued to Mr Ballesteros, who is not a related party of the Company; and
(e) no funds were raised from this issue as the Shares were issued in consideration for technical services provided by Mr Ballesteros.

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ACTIVATED LOGIC PTY LTD

11.1 General

On 8 November 2011, the Company issued 1,000,000 Shares in consideration for technical services provided by Activated Logic Pty Ltd ( Activated Logic ).

Resolution 10 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares ( Ratification ).

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.

11.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 1,000,000 Shares were allotted;
(b) the Shares were issued for nil cash consideration in satisfaction of technical services provided by Activated Logic;
(c) the Shares issued 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 Shares were allotted and issued to Activated Logic, who is not a related party of the Company; and
(e) no funds were raised from this issue as the Shares were issued in consideration for technical services provided by Activated Logic.

12. RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES TO MR RALF OPPERMAN

12.1 General

The Company proposes to issue 5,000,000 Shares in consideration for technical services provided by Mr Ralf Opperman ( Mr Opperman ).

Resolution 11 seeks Shareholder approval pursuant to ASX Listing Rule 7.4 for the issue of these Shares .

A summary of ASX Listing Rule 7.1 and 7.4 is set out in Section 2.1 above.

By approving this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

12.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the Ratification:

(a) 5,000,000 Shares will be allotted;
(b) the Shares will be issued for nil cash consideration in satisfaction of technical services provided by Mr Opperman;
(c) the Shares will be allotted and issued to Mr Opperman, who is not a related party of the Company; and
(d) no funds were raised from this issue as the Options were issued in consideration for technical services provided by Mr Opperman.

13. RESOLUTION 12 – APPROVAL FOR DIVERSIFICATION OF ACTITIVES

13.1 General

Resolution 12 seeks approval from Shareholders for a diversification of activities of the Company. Upon the successful acquisition of a 20% interest in the Backreef Area of the Canning Basin held by OBL, the Company will have diversified its current activities to include oil and gas exploration, along with current geothermal energy interests.

As stated above, the proposed Transaction does not represent a shift in the Company’s focus from geothermal energy to oil and gas, but rather the Transaction represents the acquisition of an interest in a project that is complimentary to, and has synergy with, the Company’s existing interests in the Canning Basin.

Refer to section 1 of this Notice for full details of the proposed Transaction.

13.2 Legal Requirements

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

While ASX has indicated that the Company does not need to seek and obtain Shareholder approval for the purposes of ASX Listing Rule 11.1.2 in relation to the Transaction, the Company considers it a prudent measure to ensure that the Board has the mandate of Shareholders to pursue the Transaction and also other oil and gas transactions in the future.

14. GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

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 the 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).

Corporations Act means the Corporations Act 2001 (Cth).

Cygnet means Cygnet Capital Pty Ltd (ACN 103 488 606).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

General Meeting or Meeting means the meeting convened by the Notice.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option to acquire a Share with the terms and conditions set out in Schedule 1.

Optionholder means a holder of an Option.

Performance Option means a performance option issued pursuant to Resolution 4 on the terms and conditions set out in Schedule 2.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Securities means Shares, Options or Performance Options together and Security means each of them individually.

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

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS: A

Terms and Conditions - Placement Options (Resolution 2); and

Terms and Conditions - Corporate Advisor Options – Cygnet Capital Pty Ltd (Resolution 5)

The terms and conditions of Options which are the subject of Resolutions 2 and 5 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) 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:
1) a written notice of exercise of Options specifying the number of Options being exercised; and
2) 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 apply for quotation of the Options on the Australian Securities Exchange and will apply for the quotation of all Shares issued upon exercise of the Options 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 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.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS: B

Terms and Conditions – Options Mr Gabriel Chiappini (Resolution 7) The terms and conditions of the Options which are the subject of Resolution 7 are as follows.

a) each Option entitles the holder to one (1) Share;
b) the Options vest 50% on 11 June 2012 with the balance vesting on 11 June 2013;
c) the Options are exercisable at any time after vesting on or prior to 5.00 pm (Australian Western Standard Time) 11 June 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 100% above the closing price of Shares on the ASX on 11 June 2012;
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) the Company will not apply for quotation of the Options on the Australian Securities Exchange. 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 the Australian Securities Exchange.
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
k) 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 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.

SCHEDULE 1 – TERMS AND CONDITIONS OF OPTIONS: C

Terms and Conditions - Consultant Options (Resolution 8) The terms and conditions of the Options which are the subject of Resolution 8 are as follows.

a) each Option entitles the holder to one (1) Share;
b) the Options vest 50% on 15 November 2011 with the balance vesting on 15 November 2012;
c) the Options are exercisable at any time after vesting on or prior to 5.00 pm (Australian Western Standard Time) 15 November 2015 (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 15 November 2011 rounded up to the next whole cent being $0.02 per share;
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) the Company will not apply for quotation of the Options on the Australian Securities Exchange. 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:
(iv) 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
(v) 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 successfully exercised, in a general meeting, to replace all or a majority of the Board) has occurred; or
(vi) 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.

SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE OPTIO NS

The terms and conditions of the Options which are the subject of Resolution 4 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 vesting of the Options is in 3 Tranches. The vesting dates and exercise conditions are as follows:
i. Tranche 1 - 10 million Options vest on 18 September 2012 and are exercisable at a price of 1.0 cent per Option at any time after the vesting date subject to the market capitalisation of the Company being at or having been above $15 million based on a 10 day closing average price,
ii. Tranche 2 - 10 million Options vest on 18 March 2013 and are exercisable at a price of 1.5 cents per Option any time after the vesting date subject to the market capitalisation of the Company being at or having been above $30 million based on a 10 day closing average price,
iii. Tranche 3 - 10 million Options vest on 18 March 2014 and are exercisable at a price of 1.5 cents per Option any time after the vesting date subject to the market capitalisation of the Company being at or having been above $40 million based on a 10 day closing average price,

All Options must be exercised prior to 5.00pm (Australian Western Standard Time) on 18 March 2015 ( Expiry Date ). An Option not exercised before the Expiry Date will automatically lapse on the Expiry Date;

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

iii) an Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds;
iv) 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;
v) 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;
vi) subject to the Corporations Act, the Listing Rules and the Company's Constitution, the Options are freely transferable;
vii) all Shares issued upon exercise of the Options will rank pari passu in all respects with the Company's then issued Shares;

viii) 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;
ix) 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 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
x) 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.

SCHEDULE 3 – VALUATION OF OPTIONS

The Options to be issued to Mr Chiappini pursuant to Resolution 7 have been independently valued. The Company’s advisers have valued the Options to be granted to Mr Chiappini using the binomial method of valuation. The value of an Option calculated by this method is a function of a number of variables. Their assessment of the value of the Options has been prepared using the following variables:

Variable	Input
Implied Grant Date	30 May 2012
Spot Price	0.9 cents
Exercise Price	1.8 cents
Risk Free Rate	3.29%
Volatility	115%
Years to maturity	4 years
Vesting Dates	50% on 30/05/2012 and balance on 30/05/2013
Expected Dividends	Nil

For the purposes of this valuation the Company’s advisers have assumed 30 May 2012 as the implied grant date. For the Share or spot price, the advisors have assumed 0.9 cents. For the exercise price the advisors have assumed 1.8 cents, being 100% above the spot price, rounded up to the next whole cent. It has also been assumed that a volatility level of 115% is appropriate. Based on the variables and the assumptions, it is considered that the estimated value of Options to be granted to Mr Chiappini is 0.607 cents per Option.

Accordingly, the total value of the Options to be granted are as follows:

Name of Related Party	Value of Options
Gabriel Chiappini	$12,143

PROXY FORM

APPOINTMENT OF PROXY GREEN ROCK ENERGY LIMITED ACN 094 551 336

GENERAL MEETING

I/We of being a member of Green Rock Energy Limited entitled to attend and vote at the General Meeting, hereby Appoint Name of proxy OR the Chair of the General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the General Meeting, 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 General Meeting to be held at 11:00am(WST), on 11 June 2012 at the Country Women’s Association of WA, 1176 Hay Street, West Perth, WA 6005 and at any adjournment thereof.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 1 to 12 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1 to 12 and that votes cast by the Chair of the General Meeting for Resolutions 1 to 12 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 1 to 12 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 1 to 12.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the General Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Ratification of Prior Issue of Shares pursuant to the Placement Resolution 2 - Approval to Issue Options pursuant to the Placement Resolution 3 – Approval to issue Shares pursuant to Converting Loan Resolution 4 – Placement of Performance Options to Mr Andrew Carroll Resolution 5 – Placement of Options to Cygnet Resolution 6 – Re-election of Director – Mr Gabriel Chiappini Resolution 7 – Issue of Options to Mr Gabriel Chiappini Resolution 8 – Ratification of Prior Issue of Consultant Options Resolution 9 – Ratification of Prior Issue of Shares to Mr Mark Ballesteros Resolution 10 – Ratification of Prior Issue of Shares to Activated Logic Pty Ltd Resolution 11 – Approval to Issue of Shares to Mr Ralf Opperman Resolution 12 – Approval for Diversification of Activities

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 to be counted in computing the required majority on a poll.

poll.
If two proxies are being appointed, the	proportion of voting rights this proxy represents is			%
Signature of Member(s):				Date:
____
Individual or Member 1		Member 2	Member 3

Sole Director/Company Secretary		Director	Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

GREEN ROCK ENERGY LIMITED ACN 094 551 336

Instructions for Completin g ‘Appointment of Proxy’ Form

( Appointing a Proxy ): A member entitled to attend and cast a vote at an General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member 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 member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’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 member of the Company.
( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.
( Signing Instructions ):

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  - ( **Individual** ): Where the holding is in one name, the member must sign.

  - ( **Joint Holding** ): Where the holding is in more than one name, all of the members 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 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.

( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the General Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the General Meeting.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Green Rock Energy Limited, PO Box 1177, West Perth, WA 6872; or
(a) facsimile to the Company on facsimile number +61 8 9482 0499; or
(b) email to the Company at [email protected],

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.

AI assistant

BLACK ROCK MINING LIMITED — Proxy Solicitation & Information Statement 2012

64531_rns_2012-05-10_a8f259c9-922a-4cd5-be86-a8a984d2556e.pdf

GREEN ROCK ENERGY LIMITED

ACN 094 551 336

NOTICE OF GENERAL MEETING

IMPORTANT INFORMATIO N

TIME AND PLACE OF MEETING

YOUR VOTE IS IMPORTANT

VOTING ELIGIBILITY

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

AGENDA

ORDINARY BUSINESS

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES PURSUANT TO THE PLACEMENT

2. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS PURSUANT TO THE PLACEMENT

3. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS PURSUANT TO THE CONVERTING LOAN

4. RESOLUTION 4 – PLACEMENT OF PERFORMANCE OPTIONS TO MR ANDREW CARROLL

5. RESOLUTION 5 – PLACEMENT OF CORPORATE ADVISOR OPTIONS TO CYGNET CAPITAL PTY LTD

6. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR GABRIEL CHIAPPINI

7. RESOLUTION 7 – ISSUE OF OPTIONS TO MR GABRIEL CHIAPPINI

Voting Prohibition Statement:

8. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF CONSULTANT OPTIONS

9. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES TO MR MARK BALLESTEROS

10. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ACTIVATED LOGIC PTY LTD

11. RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES TO MR RALF OPPERMAN

12. RESOLUTION 12 – APPROVAL FOR DIVERSIFICATION OF ACTITIVES

DATED 7 MAY 2012 BY ORDER OF THE BOARD

RICHARD BERESFORD EXECUTIVE CHAIRMAN

1. BACKGROUND

1.1 Oil Basins Transaction

1.2 Heads of Agreement

1.4 Proforma capital structure

Shares

Performance Options[3]

1.5 Additional risk factors

(a) Exploration and Development Risks

(b) Oil and gas price fluctuations

2. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

2.1 General

2.2 Technical information required by ASX Listing Rule 7.4

3. RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS PURSUANT TO THE PLACEMENT

3.1 General

3.2 Technical information required by ASX Listing Rule 7.1

4. RESOLUTION 3 – APPROVAL TO ISSUE SHARES AND OPTIONS PURSUANT TO THE CONVERTING LOAN

4.1 General

4.2 Technical information required by ASX Listing Rule 7.1

5. RESOLUTION 4 – PLACEMENT OF PERFORMANCE OPTIONS TO MR ANDREW CARROLL

5.1 General

6. RESOLUTION 5 – PLACEMENT – CORPORATE ADVISOR OPTIONS TO CYGNET CAPITAL PTY LTD

6.1 General

6.2 Technical information required by ASX Listing Rule 7.1

7. RESOLUTION 6 – RE-ELECTION OF DIRECTOR – MR GABRIEL CHIAPPINI

8. RESOLUTION 7 – ISSUE OF OPTIONS TO RELATED PARTY – MR GABRIEL CHIAPPINI

8.1 General

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

9. RESOLUTION 8 – RATIFICATION OF PRIOR ISSUE OF CONSULTANT OPTIONS

9.1 General

9.2 Technical information required by ASX Listing Rule 7.4

10. RESOLUTION 9 – RATIFICATION OF PRIOR ISSUE OF SHARES TO MR MARK BALLESTEROS

10.1 General

10.2

Technical information required by ASX Listing Rule 7.4

11. RESOLUTION 10 – RATIFICATION OF PRIOR ISSUE OF SHARES TO ACTIVATED LOGIC PTY LTD

11.1 General

11.2 Technical information required by ASX Listing Rule 7.4

12. RESOLUTION 11 – APPROVAL OF ISSUE OF SHARES TO MR RALF OPPERMAN

12.1 General

12.2 Technical information required by ASX Listing Rule 7.4

13. RESOLUTION 12 – APPROVAL FOR DIVERSIFICATION OF ACTITIVES

13.1 General

13.2 Legal Requirements

Terms and Conditions - Placement Options (Resolution 2); and

Terms and Conditions - Corporate Advisor Options – Cygnet Capital Pty Ltd (Resolution 5)

Terms and Conditions – Options Mr Gabriel Chiappini (Resolution 7) The terms and conditions of the Options which are the subject of Resolution 7 are as follows.

Terms and Conditions - Consultant Options (Resolution 8) The terms and conditions of the Options which are the subject of Resolution 8 are as follows.

( Exercise Notice );

GENERAL MEETING

BLACK ROCK MINING LIMITED Proxy Solicitation & Information Statement 2012