BROOKSIDE ENERGY LIMITED — AGM Information 2011

Nov 15, 2011

RED FORK ENERGY LIMITED

ABN 15 108 787 720

ADDENDUM TO NOTICE OF ANNUAL GENERAL MEETING

Red Fork Energy Limited (ABN 15 108 787 720) ( Company ), hereby gives notice to shareholders of the Company that, in relation to the Notice of Annual General Meeting dated 21 October 2011 ( Notice of Meeting ) in respect of an annual general meeting of members to be held at 10.00am (WST) on Wednesday, 30 November 2011 at the UWA Club, Seminar Room 2, University of Western Australia, Hackett Drive, Crawley, Western Australia, the Directors have determined to issue this addendum to the Notice of Annual General Meeting ( Addendum to Notice of Meeting ) for the purposes set out below.

Definitions in the Notice of Meeting have the same meaning in this Addendum to Notice of Meeting unless otherwise updated in this Addendum to Notice of Meeting.

(a) Explanatory Statement and Schedules 2, 3 and 4 – Replacement Information

By this Addendum to Notice of Meeting, Sections 5.3 and 5.4(b) of the Explanatory Statement and Schedules 2, 3 and 4 to the Notice of Meeting are deleted and replaced by the information set out in this Addendum to Notice of Meeting. Refer to pages 2 to 9 for the replacement information.

IMPORTANT INFORMATION

The information contained in this Addendum to Notice of Meeting should be read together with the Notice of Meeting to the extent that the information in the Notice of Meeting is not varied by this Addendum to Notice of Meeting.

ENQUIRIES

Shareholders are requested to contact the Company Secretary on (+61 8) 9200 4470 if they have any queries in respect of the matters set out in these documents.

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EXPLANATORY STATEMENT

Sections 5.3 and 5.4(b) of the Explanatory Statement outlined in the Notice of Meeting dated 21 October 2011 are deleted and replaced with the information set out below.

5. RESOLUTIONS 5 TO 8 – ISSUE OF PERFORMANCE RIGHTS TO MR DAVID PRENTICE, MR BRUCE MILLER, MR PERRY GILSTRAP AND MR STEVE MILLER UNDER PRP

• 5.3 Summary of the material terms of the Performance Rights

It is proposed that a total of 9,600,000 Performance Rights be issued to Messrs Prentice, B Miller, Gilstrap and S Miller for nil cash consideration.

Each Performance Right will vest as one Share subject to the satisfaction of certain performance criteria ( Performance Milestones ). In the event that the Performance Milestones are not met, the Performance Rights will not vest and as a result, no new Shares will be issued. There is nil consideration payable upon the vesting of a Performance Right.

In order for the Performance Rights to vest as Shares, the following Performance Milestones must be achieved:

• (a) (i) Each Performance Rights A will convert into one (1) fully paid ordinary share in the Company ( Share ) upon the Company achieving receipts from sales exceeding US$8 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016;

• (ii)Each Performance Rights B will convert into one (1) Share upon the Company achieving receipts from sales exceeding US$16 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016;

• (iii)Each Performance Rights C will convert into one (1) Share upon the Company achieving receipts from sales exceeding US$30 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016;

Receipts from sales is defined as cash receipts in accordance to the Company’s quarterly cashflow reports (Appendix 5B); and

• (b) Messrs Prentice, B Miller, Gilstrap and S Miller remain employees of the Company until three (3) months from the completion of each of (a)(i), (ii) and (iii) above, in respect of when each of the Milestones in (a)(i), (ii) and (iii) are separately met (refer to Schedules 2 to 4 for further details).

However, the unvested Performance Rights vest upon the happening of any of the following events:

• (a) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s Shares; or

• (b) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

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on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

5.4 Information required by Chapter 2E of the Corporations Act and ASX Listing Rule 10.15A

(b) the maximum number of Performance Rights (being the nature of the financial benefit being provided) to be granted to the Directors are detailed as follows:

Directors	Position	Number of Performance **Rights A1 **	Number of Performance **Rights B2 **	Number of Performance **Rights C3 **	Total Performance Rights Proposed
David Prentice	Managing Director	1,000,000	1,000,000	1,000,000	3,000,000
Bruce Miller	Executive Director - Resources	1,000,000	1,000,000	1,000,000	3,000,000
Perry Gilstrap	Executive Director - Operations	1,000,000	1,000,000	1,000,000	3,000,000
Steve Miller	Non- Executive Director	600,000	-	-	600,000
TOTAL		3,600,000	3,000,000	3,000,000	9,600,000

Notes:[1 ] Each Performance Rights A will convert into one (1) fully paid ordinary share in the Company ( Share ) upon the Company achieving receipts from sales exceeding US$8 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016.

• 2 Each Performance Rights B will convert into one (1) Share upon the Company achieving receipts from sales exceeding US$16 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016.

• 3 Each Performance Rights C will convert into one (1) Share upon the Company achieving receipts from sales exceeding US$30 million per annum (for two consecutive fiscal quarters annualised), on or before 30 April 2016.

Receipts from sales is defined as cash receipts in accordance to the Company’s quarterly cashflow reports (Appendix 5B).

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SCHEDULES 2, 3 AND 4

Schedules 2, 3 and 4 outlined in the Notice of Meeting dated 21 October 2011 are deleted and replaced with the information set out below.

SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS A

The Performance Rights A entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Performance Right A vests to one Share.

• (b) The Performance Rights A shall vest and convert to Shares as follows:

• (i) on the achievement of receipts from sales exceeding US$8 million per annum (for two consecutive fiscal quarters annualised) ( Milestone ). Receipts from sales are currently defined as cash receipts in accordance with Red Fork’s quarterly cash flow report (Appendix 5B); and

• (ii) the holder remains an employee of the Company until three (3) months of the completion of (b)(i) above;

prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the Vesting Conditions and each a Vesting Condition ).

• (c) The Performance Rights A shall expire at 5.00 pm (WST) on 30 April 2016 ( Expiry Date ). Any Performance Right A not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights A.

• (d) The Performance Rights A will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights A on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Performance Rights A that have vested and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Performance Rights A on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Performance Rights A on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Performance Rights A will upon allotment rank pari passu in all respects with other Shares.

• (h) the unvested Performance Rights A vest upon the happening of any of the following events:

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of

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or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

In addition to (a) to (h) above, all terms and conditions set out in the PRP apply to the Performance Rights A. For further details of these terms, please see Schedule 1 of this Notice.

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SCHEDULE 3 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS B

The Performance Rights B entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Performance Right B vests to one Share.

• (b) The Performance Rights B shall vest and convert to Shares as follows:

• (i) on the achievement of receipts from sales exceeding US$16 million per annum (for two consecutive fiscal quarters annualised) ( Milestone ). Receipts from sales are currently defined as cash receipts in accordance with Red Fork’s quarterly cash flow report (Appendix 5B); and

• (ii) the holder remains an employee of the Company until three (3) months of the completion of (b)(i) above;

prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the Vesting Conditions and each a Vesting Condition ).

• (c) The Performance Rights B shall expire at 5.00 pm (WST) on 30 April 2016 ( Expiry Date ). Any Performance Right B not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights B.

• (d) The Performance Rights B will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights B on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Performance Rights B that have vested and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Performance Rights B on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Performance Rights B on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Performance Rights B will upon allotment rank pari passu in all respects with other Shares.

• (h) The unvested Performance Rights B vest upon the happening of any of the following events:

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Performance Rights, to sufficient Shares to give it or them the ability, in general meeting,

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to replace all or allow a majority of the Board in circumstances where such ability was not already held by a person associated with such person or group of associated persons.

In addition to (a) to (h) above, all terms and conditions set out in the PRP apply to the Performance Rights B. For further details of these terms, please see Schedule 1 of this Notice.

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SCHEDULE 4 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS C

The Performance Rights C entitle the holder to Shares on the following terms and conditions:

• (a) Subject to the satisfaction of the vesting condition set out in paragraph (b) below, each Performance Right C vests to one Share.

• (b) The Performance Rights C shall vest and convert to Shares as follows:

• (i) on the achievement of receipts from sales exceeding US$30 million per annum (for two consecutive fiscal quarters annualised) ( Milestone ). Receipts from sales are currently defined as cash receipts in accordance with Red Fork’s quarterly cash flow report (Appendix 5B); and

• (ii) the holder remains an employee of the Company until three (3) months of the completion of (b)(i) above;

prior to the Expiry Date (as defined below) ((b)(i) and (ii) together, the Vesting Conditions and each a Vesting Condition ).

• (c) The Performance Rights C shall expire at 5.00 pm (WST) on 30 April 2016 ( Expiry Date ). Any Performance Right C not vested before the Expiry Date shall automatically lapse on the Expiry Date and the holder shall have no entitlement to Shares pursuant to those Performance Rights C.

• (d) The Performance Rights C will be issued for nil cash consideration and no consideration will be payable upon the vesting of the Performance Rights C on the satisfaction of the Vesting Conditions.

• (e) Immediately following the Expiry Date the Company shall notify the holder of that proportion of Performance Rights C that have vested and shall, unless otherwise directed by the holder, allot the associated number of Shares within 10 Business Days of the Expiry Date.

• (f) The Company will not apply for quotation of the Performance Rights C on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the vesting of Performance Rights C on ASX within 10 Business Days after the date of allotment of those Shares.

• (g) All Shares allotted upon the vesting of Performance Rights C will upon allotment rank pari passu in all respects with other Shares.

• (h) the unvested Performance Rights C vest upon the happening of any of the following events:

• (i) if a takeover bid is made, the takeover bid is declared unconditional and the bidder has acquired a relevant interest in more than 50% of the Company’s shares; or

• (ii) on the date of despatch of a notice of meeting to consider a scheme of arrangement between the Company and its creditors or members or any class thereof pursuant to section 411 of the Corporations Act seeking approval for a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies; or

• (iii) on the date upon which a person or a group of associated persons becomes entitled, subsequent to the date of grant of the Performance Rights, to sufficient Shares to give it or them the ability, in general meeting, to replace all or allow a majority of the Board in circumstances where

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such ability was not already held by a person associated with such person or group of associated persons.

In addition to (a) to (h) above, all terms and conditions set out in the PRP apply to the Performance Rights C. For further details of these terms, please see Schedule 1 of this Notice.

DATED 16 NOVEMBER 2011 BY ORDER OF THE BOARD

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SUZIE FOREMAN COMPANY SECRETARY RED FORK ENERGY LIMITED

Enquiries: Shareholders are required to contact the Company Secretary on (+61 8) 9200 4470 if they have any queries in respect of the matters set out in this Addendum to the Notice of Meeting.

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