RED FORK ENERGY LIMITED ACN 108 787 720

Notice of Annual General Meeting and Explanatory Memorandum

Annual General Meeting to be held at DLA Phillips Fox, Level 21, 140 William Street Melbourne on Friday, 30 November 2007 at 10:00am (EST)

This Notice of Annual General Meeting and Explanatory Memorandum should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of shareholders of Red Fork Energy Limited will be held at DLA Phillips Fox, Level 21, 140 William Street, Melbourne on Friday, 30 November 2007 at 10:00am (EST).

An Explanatory Memorandum containing information in relation to each of the agenda items below accompanies and forms part of this Notice of Annual General Meeting.

AGENDA

ORDINARY BUSINESS

1. Accounts and Reports

To receive and consider the annual financial report, for the financial year ending 30 June 2007 and the accompanying reports of the Directors and auditor of the Company.

2. Resolution 1 – Adoption of Remuneration Report (Non Binding)

To consider and, put to a non-binding vote, with or without amendment, the following resolution as an ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report.”

Note : The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company's annual general meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

3. Resolution 2 – Retirement and election of a Director

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

“That Mr Michael Fry, who retires automatically as a Director by rotation in accordance with the Constitution, and being eligible for election, be elected as a Director.”

4. Resolution 3 – Ratification and Approval of Previous Allotment and Issue of Options

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies and approves the prior allotment and issue of 1,467,000 Options on the date and on the terms and conditions set out in the Explanatory Memorandum that accompanies this Notice of Meeting.

In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 3 by any person who participated in the issue and any associates of such a person. However, the Company need not disregard a vote it:

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

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

5. Resolution 4 – Ratification and Approval of Previous Allotment and Issue of Options

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies and approves the prior allotment and issue of 500,000 Options on the date and on the terms and conditions set out in the Explanatory Memorandum that accompanies this Notice of Meeting.

In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 4 by any person who participated in the issue and any associates of such a person. However, the Company need not disregard a vote it:

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

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

6. Resolution 5 – Ratification and Approval of Previous Allotment and Issue of Options

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

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the Company ratifies and approves the prior allotment and issue of 833,000 Options on the date and on the terms and conditions set out in the Explanatory Memorandum that accompanies this Notice of Meeting.

In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 5 by any person who participated in the issue and any associates of such a person. However, the Company need not disregard a vote it:

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

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

Notes

The Directors have determined that all shares of the Company that are issued and fully paid up at 5.00pm WST on Wednesday 28 November 2007 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the shares at that time. The entitlement of members to vote at the meeting will be determined by reference to that time.

A Shareholder is not entitled to vote at a general meeting in respect of those shares on which calls are outstanding. The restriction does not apply in respect of those shares on which no calls are outstanding.

Proxies

Please note that:

(a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
(b) a proxy need not be a member of the Company; and
(c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

By Order of the Board of Directors

==> picture [71 x 32] intentionally omitted <==

Suzie Foreman Company Secretary Red Fork Energy Limited

23 October 2007

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of Red Fork Energy Limited (“ Company ”) in connection with the business specified to be conducted in the Notice of Annual General Meeting of the Company proposed to be held at DLA Phillips Fox, Level 21, 140 William Street, Melbourne on Friday, 30 November 2007 at 10:00am.

The Directors recommend that Shareholders read in full this Explanatory Memorandum in conjunction with the accompanying Notice of Annual General Meeting of which this Explanatory Memorandum forms a part.

1. Accounts and Reports

The Corporations Act requires that the Annual Report, (which includes the financial report, directors report and the auditor's report) to be laid before the Annual General Meeting.

Shareholders will be given an opportunity at the meeting to ask questions and make comments about the Annual Report or the Company generally but there will be no formal resolution submitted to the Annual General Meeting in respect of it.

2. Resolution 1 – Adoption of Remuneration Report (Non Binding)

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report be adopted to vote at the Annual General Meeting. The vote on Resolution 2 is advisory only and does not bind the Directors or the Company.

The Remuneration Report includes all of the information required by Section 300A of the Corporations Act, including:

(a) board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of Directors, secretaries and senior managers of the Company;
(b) discussion of the relationship between such policy and the Company’s performance; and
(c) the prescribed details in relation to the remuneration of each Director and certain executives.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting.

The Board unanimously recommends that Shareholders vote in favour of adopting the Remuneration Report.

3. Resolution 2 – Retirement and election of a Director

The Company’s Constitution provides that one-third (or the number nearest to one-third) of Directors retire by rotation at each annual general meeting and are then eligible for re-election (with the exception of the Managing Director). Mr Michael Fry retires from office in accordance with this requirement and submits himself for election. His profile is contained in the 2007 Annual Report.

The Directors recommend the election of Mr Michael Fry.

4. Resolution 3 – Ratification and Approval of Previous Allotment and Issue of Options

Resolution 3 seeks ratification and approval by the Company of the issue of 1,467,000 Options for the purposes of ASX Listing Rule 7.4 and all other purposes.

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of Shareholders is required for an issue of equity securities if the equity securities will, when aggregated with the equity securities issued by the Company during the previous 12 months, exceed 15% of the number of ordinary shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies an issue of equity securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company’s 15% capacity and enabling it to issue further equity securities up to that limit.

Resolution 3 proposes the ratification and approval of the issue and allotment of Options for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the allotment and issue:

Date of Allotment and Issue of the Options:	2 July 2007 and 31 July 2007
Number of Options allotted and issued:	1,467,000
Price at which Options were allotted and issued:	Nil.
Names of, or basis of determining allottees:	The Options were issued to consultants of
	the Company. None of the consultants were
	a related party of the Company.
Use (or intended use) of the funds raised:	No funds were raised by the issue of the
	Options.
Terms of the Options:	The Options were granted on the terms and
	conditions set out in Annexure “A” to this
	Explanatory Statement.

The Options do not rank equally in all respects with the existing ordinary shares on issue. Only upon exercise of the options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next dividend or interest payment.

The Board unanimously recommends that Shareholders vote in favour of Resolution 3.

5. Resolution 4 – Ratification and Approval of Previous Allotment and Issue of Options

Resolution 4 seeks ratification and approval by the Company of the issue of 500,000 Options for the purposes of ASX Listing Rule 7.4 and all other purposes.

ASX Listing Rule 7.4

Resolution 4 proposes the ratification and approval of the issue and allotment of Options for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the allotment and issue:

Date of Allotment and Issue of the Options:	2 July 2007
Number of Options allotted and issued:	500,000
Price at which Options were allotted and issued:	Nil
Terms of the Options:	The Options were granted on the terms and
	conditions set out in Annexure “B” to this
	Explanatory Statement.
Names of, or basis of determining allottees:	The Options were issued to consultants of
	the Company. None of the consultants were
	a related party of the Company.
Use (or intended use) of the funds raised:	No funds were raised by the issue of the
	Options.

The Board unanimously recommends that Shareholders vote in favour of Resolution 4.

6. Resolution 5 – Ratification and Approval of Previous Allotment and Issue of Options

Resolution 5 seeks ratification and approval by the Company of the issue of 833,000 Options for the purposes of ASX Listing Rule 7.4 and all other purposes.

ASX Listing Rule 7.4

Resolution 5 proposes the ratification and approval of the issue and allotment of Options for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

ASX Listing Rule 7.5

In compliance with the information requirements of ASX Listing Rule 7.5, Shareholders are advised of the following particulars in relation to the allotment and issue:

Date of Allotment and Issue of the Options:	2 July 2007
Number of Options allotted and issued:	833,000
Price at which Options were allotted and issued:	Nil
Terms of the Options:	The Options were granted on the terms and
	conditions set out in Annexure “C” to this
	Explanatory Statement.
Names of, or basis of determining allottees:	The Options were issued to consultants of
	the Company. None of the consultants were
	a related party of the Company.
Use (or intended use) of the funds raised:	No funds were raised by the issue of the
	Options.

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

7. Glossary

7.1 In this Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires:

Annual General Meeting means the annual general meeting of the Company for the financial year ended 30 June 2007;

Annual Report means the Company's annual report including the reports of the Directors and the auditor and the financial statements of the Company for the financial year ended 30 June 2007;

Annexure means an annexure to this Explanatory Memorandum;

ASX means the ASX Limited;

ASX Listing Rules means the Listing Rules of the ASX and any other rules of the ASX which are applicable while the Company is admitted to the Official List of the ASX, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX;

Board means the board of Directors;

Company means Red Fork Energy Limited (ACN 108 787 720);

Constitution means the constitution of the Company;

Corporations Act means Corporations Act 2001 (Cth);

Director means a director of the Company;

EST means Australian Eastern Standard Time.

Explanatory Memorandum means this explanatory memorandum which accompanies and forms part of the Notice of Meeting;

Option means an option to acquire a Share;

Remuneration Report means the remuneration report appearing in the Annual Report.

Resolution means a resolution proposed pursuant to the Notice of Meeting;

Shareholder means a holder of an ordinary share in the capital of Company; and

WST means Western Standard Time.

7.2 All references to sections are references to sections of the Corporations Act.

ANNEXURE “A"

The terms and conditions of the Options allotted and issued and the subject of Resolution 3 are as follows:

Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share in the capital of the Company.
The exercise price is $0.20 cents per Option.
Each Option entitles the holder to one Share in the Company.
The Options are exercisable at any time on or prior to 5.00pm (WST) on 30 April 2009 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. Any Options not exercised by that time will lapse.
An Option does not confer the right to a change in exercise price or change in the number of underlying securities over which the Option can be exercised.
Subject to the Company’s Constitution and the Corporations Act, the Options are transferable. Application has been successfully made to ASX for official quotation of the Options.
All of the Company’s Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares.
There are no participating rights or entitlements 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 books closing date will be at least 10 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.
If at any time the issued capital is reconstructed, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on optionholders which are not conferred on Shareholders.

ANNEXURE “B"

The terms and conditions of the Options allotted and issued and the subject of Resolution 4 are as follows:

Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share in the capital of the Company.
The exercise price is $0.25 cents per Option.
Each Option entitles the holder to one Share in the Company.
The Options are exercisable at any time on or prior to 5.00pm (WST) on 30 April 2010 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. Any Options not exercised by that time will lapse.
An Option does not confer the right to a change in exercise price or change in the number of underlying securities over which the Option can be exercised.
Subject to the Company’s Constitution and the Corporations Act, the Options are transferable. Application will not be made to ASX for official quotation of the Options.
All of the Company’s Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options.
There are no participating rights or entitlements 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 books closing date will be at least 10 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.
If at any time the issued capital is reconstructed, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on optionholders which are not conferred on Shareholders.

ANNEXURE “C"

The terms and conditions of the Options allotted and issued and the subject of Resolution 5 are as follows:

Each Option entitles the holder to subscribe for and be allotted one fully paid ordinary share in the capital of the Company.
The exercise price is $0.30 cents per Option.
Each Option entitles the holder to one Share in the Company.
The Options are exercisable at any time on or prior to 5.00pm (WST) on 30 April 2011 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. Any Options not exercised by that time will lapse.
An Option does not confer the right to a change in exercise price or change in the number of underlying securities over which the Option can be exercised.
Subject to the Company’s Constitution and the Corporations Act, the Options are transferable. Application will not be made to ASX for official quotation of the Options.
All of the Company’s Shares issued upon exercise of the Options will rank pari passu in all respects with the Company’s then issued Shares. The Company will apply for official quotation by ASX of all Shares issued upon exercise of the Options.
There are no participating rights or entitlements 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 books closing date will be at least 10 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.
If at any time the issued capital is reconstructed, all rights of an option holder are to be changed in a manner consistent with the ASX Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on optionholders which are not conferred on Shareholders.

PROXY FORM

APPOINTMENT OF PROXY RED FORK ENERGY LIMITED ACN 108 787 720

I/We

Appoint

being a shareholder of Red Fork Energy Limited entitled to attend and vote at the Annual General Meeting, hereby Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the Annual General Meeting to be held at DLA Phillips Fox, Level 21, 140 William Street, Melbourne, Victoria at 10.00am EST on Friday, 30 November 2007 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN Resolution 1 Adoption of Remuneration Report Resolution 2 Re-election of Mr Michael Fry Resolution 3 Approval of Previous Issue of Options Resolution 4 Approval of Previous Issue of Options Resolution 5 Approval of Previous Issue of Options

If you do not wish to direct your proxy how to vote, please place a mark in this box

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of the interest. The Chairman will vote in favour of all of the resolutions if no directions are given.

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

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

Signed this day of 2007

By:

Individuals and joint holders Companies (affix common seal if appropriate)

Signature Director Signature Director/Company Secretary Signature Sole Director and Sole Company Secretary

RED FORK ENERGY LIMITED ABN 108 787 720

Instructions for Completing ‘Appointment of Proxy’ Form

1.

A shareholder entitled to attend and vote at a meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.
Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
Directors of the company;
a Director and a company secretary of the company; or
for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

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

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.
Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.
To vote by proxy, please complete and sign the proxy form enclosed and either:
(a) send the proxy form by post to Red Fork Energy Limited, Suite 32, Level 3, 22 Railway Road, Subiaco, Western Australia 6008; or
(b) send the proxy form by facsimile to the Company on facsimile number (08) 9388 8042,

so that it is received not later than 10.00am WST on Wednesday, 28 November 2007.

AI assistant

BROOKSIDE ENERGY LIMITED — AGM Information 2007

64562_rns_2007-10-24_8117f284-513c-4bbe-b8e7-bad849c11214.pdf

RED FORK ENERGY LIMITED ACN 108 787 720

Notice of Annual General Meeting and Explanatory Memorandum

Notice of Annual General Meeting

AGENDA

ORDINARY BUSINESS

1. Accounts and Reports

2. Resolution 1 – Adoption of Remuneration Report (Non Binding)

3. Resolution 2 – Retirement and election of a Director

4. Resolution 3 – Ratification and Approval of Previous Allotment and Issue of Options

5. Resolution 4 – Ratification and Approval of Previous Allotment and Issue of Options

6. Resolution 5 – Ratification and Approval of Previous Allotment and Issue of Options

Notes

Proxies

By Order of the Board of Directors

Explanatory Memorandum

1. Accounts and Reports

2. Resolution 1 – Adoption of Remuneration Report (Non Binding)

3. Resolution 2 – Retirement and election of a Director

4. Resolution 3 – Ratification and Approval of Previous Allotment and Issue of Options

ASX Listing Rule 7.4

ASX Listing Rule 7.5

5. Resolution 4 – Ratification and Approval of Previous Allotment and Issue of Options

ASX Listing Rule 7.4

ASX Listing Rule 7.5

6. Resolution 5 – Ratification and Approval of Previous Allotment and Issue of Options

ASX Listing Rule 7.4

ASX Listing Rule 7.5

7. Glossary

ANNEXURE “A"

The terms and conditions of the Options allotted and issued and the subject of Resolution 3 are as follows:

ANNEXURE “B"

The terms and conditions of the Options allotted and issued and the subject of Resolution 4 are as follows:

ANNEXURE “C"

The terms and conditions of the Options allotted and issued and the subject of Resolution 5 are as follows:

Voting on Business of the Annual General Meeting

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY FORM WILL BE DISREGARDED.

By:

Individuals and joint holders Companies (affix common seal if appropriate)

RED FORK ENERGY LIMITED ABN 108 787 720

Instructions for Completing ‘Appointment of Proxy’ Form

1.

Proxy forms received later than this time will be invalid.

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BROOKSIDE ENERGY LIMITED AGM Information 2007