BROOKSIDE ENERGY LIMITED - AGM Information 2011

RED FORK ENERGY LIMITED

ABN 15 108 787 720

NOTICE OF ANNUAL GENERAL MEETING

TIME : 10:00 am WST DATE : Wednesday, 30 November 2011 PLACE : UWA Club, Seminar Room 2 The University of WA Entrance 1 Hackett Drive Crawley WA 6009

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 (08) 9200 4470.

Notice of Annual General Meeting (setting out the proposed resolutions)	4
Explanatory Statement (explaining the proposed resolutions)	9
Schedule 1 – Summary of terms and conditions of Performance Rights Plan	25
Schedule 2 - Terms of Performance Rights A	27
Schedule 3 – Terms of Performance Rights B	28
Schedule 4 – Terms of Performance Rights C	29
Schedule 5 – Valuation of Performance Rights	30
Glossary	31
Proxy Form

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The Annual General Meeting of the Shareholders of Red Fork Energy Limited to which this Notice of Meeting relates to will be held, 10:00am WST on Wednesday, 30 November 2011 at UWA Club, Seminar Room 2, The University of WA, Entrance #1, Hackett Drive, Crawley, Western Australia.

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the 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.

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 Annual General Meeting. Broadly, the changes mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

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

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

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

NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Annual General Meeting of Shareholders of Red Fork Energy Limited will be held at UWA Club, Seminar Room 2, The University of WA, Entrance #1, Hackett Drive, Crawley, Western Australia, at 10:00am WST on Wednesday, 30 November 2011.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the proxy form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations RegulDirectors have determined pursuant to Regulation 7.11.37 of the Corpor ations 2001 (Cth) that the persons eligible to vote at the Annual GRegulations 2001 (Cth) that the persons eligible to vote at th e Annual General Meeti n eral Meeting are g are those who are registered Shareholders at 10:00am WST, Monday 28 November 2011.those who are registered Shareholders at 10:00am EDST, Monday 28 November 2011.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

Reports and Accounts

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2011, together with the declaration of directors, the directors’ report, the remuneration report and the auditor’s report.

Resolution 1 – Adoption of Remuneration Report (Non-binding)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution :

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the Company to adopt the remuneration report as contained in the Company’s annual financial report for the financial year ended 30 June 2011.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 2 – Re-election of Michael Fry

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

“That, for the purposes of clause 11.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Michael Fry, being a Director, retires by rotation and, being eligible, is hereby re-elected as a Director.”

Resolution 3 – Re-election of Perry Gilstrap

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

“That, for the purposes of clause 11.3 of the Constitution, ASX Listing Rule 14.4 and for all other purposes, Perry Gilstrap, being a Director, retires by rotation and, being eligible, is hereby re-elected as a Director.”

Resolution 4 – Adoption of Performance Rights Plan

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

“That, for the purposes of Listing Rule 7.2 (Exception 9) and for all other purposes, approval is given for the Company to establish and maintain a performance rights plan ( PRP ) on the terms and conditions summarised in the accompanying Explanatory Memorandum and the grant of Performance Rights from time to time under the PRP as an exception to Listing Rule 7.1.”

Voting Exclusion : The Company will disregard any votes cast on this resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

a) a member of the Key Management Personnel; or
b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 5 – Issue of Performance Rights Under PRP to Mr David Prentice

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

upon the satisfaction of the relevant Milestones in respect of these Performance Rights to Mr David Prentice (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation Performance Rights A, B and C will be issued to Mr Prentice as part of the new Performance Rights incentive scheme that the Company proposes to adopt under Resolution 4 of this Notice, subject to Shareholder approval.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) 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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

a) member of the Key Management Personnel; or
b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 6 – Issue of Performance Rights Under PRP to Mr Bruce Miller

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

“That, subject to the passing of Resolution 4, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Performance Rights A, 1,000,000 Performance Rights B and 1,000,000 Performance Rights C under the PRP and to the issue of the Shares that may result from the exercise of these Performance Rights upon the satisfaction of the relevant Milestones in respect of these Performance Rights to Mr Bruce Miller (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Performance Rights A, B and C will be issued to Mr Bruce Miller as part of the new Performance Rights incentive scheme that the Company proposes to adopt under Resolution 4 of this Notice, subject to Shareholder approval.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 7 – Issue of Performance Rights Under PRP to Mr Perry Gilstrap

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

“That, subject to the passing of Resolution 4, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue 1,000,000 Performance Rights A, 1,000,000 Performance Rights B and 1,000,000 Performance Rights C under the PRP and to the issue of the Shares that may result from the exercise of these Performance Rights upon the satisfaction of the relevant Milestones in respect of these Performance Rights to Mr Perry Gilstrap (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Performance Rights A, B and C will be issued to Mr Gilstrap as part of the new Performance Rights incentive scheme that the Company proposes to adopt pursuant to Resolution 4 of this Notice, subject to Shareholder approval.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel; or
(b) a Closely Related Party of such a member.

However, a person described above may vote on this Resolution if:

(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 8 – Issue of Performance Rights Under PRP to Mr Steve Miller

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

“That, subject to the passing of Resolution 4, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given for the Directors to allot and issue 600,000 Performance Rights A, under the PRP and to the issue of the Shares that may result from the exercise of these Performance Rights upon the satisfaction of the relevant Milestones in respect of these Performance Rights to Mr Steve Miller (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Short Explanation : Performance Rights A will be issued to Mr Steve Miller as part of the new Performance Rights incentive scheme that the Company proposes to adopt pursuant to Resolution 4 of this Notice, subject to Shareholder approval.

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.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel; or
(b) a Closely Related Party of such a member.
However, a person described above may vote on this Resolution if:
(c) the person does so as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(d) the vote is not cast on behalf of a person described in sub-paragraphs (a) or (b) above.

Resolution 9 – Adoption of a New Constitution

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

“That, pursuant to Sections 136(2) and 648G of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the Notice of General Meeting for identification purposes, in lieu of the existing constitution of the Company, at the close of the Notice of General Meeting.”

Short Explanation : The Company is seeking to adopt a new Constitution to incorporate changes that have been made to the Corporations Act in the last few years.

DATED: 21 OCTOBER 2011 BY ORDER OF THE BOARD

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SUZIE FOREMAN COMPANY SECRETARY RED FORK ENERGY LIMITED

Voting Exclusion Note

Where a voting exclusion applies, 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.

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at UWA Club, Seminar Room 2, The University of WA, Entrance #1, Hackett Drive, Crawley, Western Australia, at 10:00am WST on Wednesday, 30 November 2011.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions in the Notice of Meeting.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2011 together with the declaration of the directors, the directors’ report, the remuneration report and the auditor’s report.

Whilst the Company will not provide a hard copy of the Company’s annual financial report unless specifically requested by a Shareholder to do so, Shareholders may view the Company annual financial report on its website at www.redforkenergy.com.au.

2. RESOLUTION 1 – REMUNERATION REPORT (NON-BINDING RESOLUTION)

2.1 General

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution to Shareholders that the remuneration report be adopted at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

Under recent changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2012 Annual General Meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting to consider the appointment of directors of the Company ( Spill Resolution ).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting ( Spill Meeting ) within 90 days of the Company's 2012 annual general meeting. All of the Directors who were in office when the Company's 2012 Directors' report was approved, other than the managing director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The remuneration report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The remuneration report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 2011.

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

2.2 Proxy Restrictions

Pursuant to the Corporations Act, if you elect to appoint the Chair, or another member of Key Management Personnel or any Closely Related Party as your proxy to vote on this Resolution 1, you must direct the proxy how they are to vote. Where you do not direct the Chair, or another member of Key Management Personnel or Closely Related Party on how to vote on this Resolution 1, the proxy is prevented by the Corporations Act from exercising your vote and your vote will not be counted in relation to this Resolution 1.

3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF MR MICHAEL FRY AND RE-ELECTION OF MR PERRY GILSTRAP

Clause 11.3 of the Constitution provides that, at the annual general meeting in every year one-third of the Directors for the time being, or, if their number is not 3 or a multiple of 3, then the number nearest one-third, and any other Director not in such one-third who has held office for 3 years or more (except the Managing Director), must retire from office. A retiring Director is eligible for re-election.

The Directors to retire at any annual general meeting must be those who have been longest in office since their last election but, as between persons who became Directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by lot.

A Director who retires by rotation under clause 11.3 of the Constitution is eligible for re-election.

The Company currently has five Directors and accordingly two must retire.

Resolution 2 - Re-election of Michael Fry

In accordance with clause 11.3 of the Constitution, Michael Fry retires and seeks reelection in Resolution 2.

Michael Fry holds a Bachelor of Commerce degree from the University of Western Australia, is a Fellow of Financial Services Institute of Australasia, and is a past member of the ASX. Michael has extensive experience in capital markets and corporate treasury management specialising in the identification of commodity, currency and interest rate risk and the implementation of risk management strategies.

The Board (other than Michael Fry) recommends the election of Michael Fry.

Resolution 3 – Re-election of Perry Gilstrap

In accordance with clause 11.3 of the Constitution, Perry Gilstrap retires and seeks re-election in Resolution 3.

Perry Gilstrap has 38 years of experience in the Oil and Gas industry in various positions of operations and engineering. His education and training has been in engineering and petroleum companies in Oklahoma and Alaska. Perry’s experience includes management of oil and gas drilling operations, design and construction of pipelines and gas gathering operations. He has been involved in the management of drilling programs and completions in both offshore for 7 years in Texas and Alaska and 15 years onshore in Texas, Oklahoma and Kansas. Perry has served as the CEO for an Oklahoma engineering and petroleum corporation and a drilling company based in Oklahoma.

The Board (other than Perry Gilstrap) recommends the election of Perry Gilstrap.

4. RESOLUTION 4 – ADOPTION OF PERFORMANCE RIGHTS PLAN

4.1 General

Resolution 4 seeks Shareholder approval to establish and maintain a performance rights plan ( PRP ) to provide ongoing incentives to Directors, executives and employees of the Company.

On 18 October 2011, the Board adopted a PRP to allow the Directors and employees to be granted Performance Rights to acquire Shares in the Company.

The reason for the adoption of a new PRP is due to taxation legislation changes made in Australia in late 2009. This new taxation treatment has significantly reduced the effectiveness of Options as an incentive for the Company’s Directors and employees. Accordingly, the new PRP is structured that the Board awards Performance Rights which ultimately can vest into Shares, should circumstances permit.

A Performance Right does not have an exercise price and therefore allows a recipient, subject to satisfaction of the relevant vesting conditions and performance hurdles (as applicable), to benefit by their Performance Rights vesting into ordinary shares in the Company. The adoption of such an incentive mechanism which allows the grant of Performance Rights is a current trend among the Company’s ASX listed industry peer group.

The objective of the PRP is to provide the Company with a remuneration mechanism, through the issue of securities in the capital of the Company, to motivate and reward the performance of the Directors and employees in achieving specified performance milestones within a specified performance period. The Board will ensure that the performance milestones attached to the securities issued pursuant to the PRP are aligned with the successful growth of the Company’s business activities.

The Directors and employees of the Company have been, and will continue to be, instrumental in the growth of the Company. The Directors consider that the PRP is an appropriate method to:

(a) reward Directors and employees for their past performance;
(b) provide long term incentives for participation in the Company’s future growth;
(c) motivate Directors and generate loyalty from senior employees; and
(d) assist to retain the services of valuable Directors and employees.

The PRP will be used as part of the remuneration planning for executive and nonexecutive Directors and employees. The Corporate Governance Council Guidelines recommend that executive remuneration packages involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the company’ circumstances and goals. The Performance Rights will also be used as part of the remuneration planning for non-executive Directors. Although this is not in accordance with the recommendations contained in the Corporate Governance Council Guidelines, the Company considers that it is appropriate for non-executive Directors to be granted Performance Rights.

4.2 ASX Listing Rule 7.1

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.

One of the exceptions to ASX Listing Rule 7.1 is Listing Rule 7.2 – Exception 9, which provides that ASX Listing Rule 7.1 does not apply to an issue under an employee incentive scheme if, within the 3 years before the date of issue, shareholders have approved the issue as an exception to ASX Listing Rule 7.1.

The effect of Resolution 4 will be to allow the Directors to grant Performance Rights to employees and executives of the Company pursuant to the PRP during the period of 3 years after the Meeting (or a longer period, if allowed by ASX), and to issue Shares to those executives and employees if they achieve the performance and vesting conditions of the Performance Rights, without using the Company’s 15% annual placement capacity.

In the case of a Director, no Performance Rights may be issued to the Director without separate Shareholder approval pursuant to ASX Listing Rule 10.14.

4.3 Information required by the ASX Listing Rules – Terms of the PRP

A summary of the Terms of the PRP is provided in Schedule 1 to this Explanatory Memorandum. A copy of the PRP will be made available to any Shareholder on request.

No Performance Rights have been issued under the PRP as at the date of the Explanatory Memorandum. However, the Company intends to issue a total of 9,600,000 Performance Rights to Mr David Prentice, Mr Bruce Miller, Mr Perry Gilstrap and Mr Steve Miller (or their nominees), who are Directors, pursuant to Resolutions 5 to 8 of this Notice (see Section 5 below for further details).

4.4 Directors’ recommendation

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

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

5.1 Background to Resolutions 5 to 8

The Company seeks Shareholder approval for the issue of a total of 9,600,000 Performance Rights comprising:

(a) 3,600,000 Performance Rights A;
(b) 3,000,000 Performance Rights B; and
(c) 3,000,000 Performance Rights C,

(together the Performance Rights ) under the PRP to the following Directors of the Company (or their nominees), being Mr David Prentice, Mr Bruce Miller, Mr Perry Gilstrap and Mr Steve Miller ( Directors )who are related parties of the Company by virtue of being Directors of the Company ( Related Parties ).

Mr Steve Miller is Non-Executive Director of the Company. Mr Bruce Miller and Mr Perry Gilstrap are the Executive Directors of the Company and Mr David Prentice is the Managing Director of the Company.

A summary of the principal terms of the PRP is set out in Schedule 1.The purpose of the issue of Performance Rights to Mr David Prentice, Mr Bruce Miller, Mr Perry Gilstrap and Mr Steve Miller (or their nominees) is to further motivate and reward the Directors’ performance in achieving specified performance milestones within a specified performance period.

The Company also intends to cancel all of the unlisted Options (vested and unvested) which were issued to Messrs Prentice, B Miller, Gilstrap and S Miller pursuant to the Red Fork Energy Limited Option Incentive Scheme ( Director Options ).

5.2 Requirement for Shareholder Approval

The grant of Performance Rights to Mr David Prentice, Mr Bruce Miller, Mr Perry Gilstrap and Mr Steve Miller (or their nominees) under Resolutions 5 to 8 is an issue of securities to Related Parties under an employee incentive scheme and consequently Shareholder approval is required under Chapter 2E of the Corporations Act and ASX Listing Rule 10.14.

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 a fiscal quarter 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 a fiscal quarter 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 a fiscal quarter 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
(c) 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

The following information is provided to satisfy the requirements of the Corporations Act and the ASX Listing Rules:

(a) the related parties are Messrs Prentice, B Miller, Gilstrap and S Miller, who are related parties by virtue of being Directors;
(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 a fiscal quarter 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 a fiscal quarter 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 a fiscal quarter 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).

(c) the value of the Performance Rights and the pricing methodology is set out in Section 5.6 and Schedule 5 of this Notice;
(d) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Annual General Meeting is set out below:

	Price	Date
Highest	55 cents	15 April 2011
Lowest	35 cents	8, 11, 15 and 16 November 2010; 22 February 2011
Last	51.5 cents	20 October 2011

(e) the Performance Rights will be issued to Messrs Prentice, B Miller, Gilstrap and S Miller (or their nominees) for nil consideration and no consideration will be payable upon the vesting of the Performance Rights on achievement of the performance criteria set out in paragraph 5.3 (a) above. Accordingly, no loans will be made in relation to, and no funds will be raised from, the issue or vesting of the Performance Rights;
(f) as the PRP is a new plan being approved under Resolution 4 of this Notice, no securities have previously been issued under the PRP;
(g) as at the date of this Notice of Annual General Meeting, the related parties of the Company who are entitled to participate in the PRP are Messrs Fry, Prentice, B Miller, Gilstrap and S Miller;
(h) details of any Shares issued under the PRP will be published in each annual report of the Company relating to a period in which such securities have been issued, and that approval for the issue of such securities was obtained under ASX Listing Rule 10.14;
(i) any additional persons referred to in ASX Listing Rule 10.14 who become entitled to participate in the PRP after Resolution 4 is approved and who were not named in the Notice will not participate in the PRP until approval is obtained under ASX Listing Rule 10.14;
(j) the relevant interest of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options5
David Prentice	1,747,4411	3,000,0001
Bruce Miller	582,7462	3,000,0002
Perry Gilstrap	700,0003	3,000,0003
Steve Miller	Nil	600,0004

Notes to Shares:

1 1,225,100 Shares held directly by Mr Prentice, 263,908 Shares held indirectly through Mr David Prentice and Mrs Mirella Rosanna Prentice (D&M Prentice Superfund Account) of which Mr Prentice is a beneficiary, 18,129 Shares held indirectly through David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust of which Mr Prentice is a beneficiary, 18,652 Shares held indirectly through Ms Mikaela Dawn Prentice (Mr Prentice’s daughter), 18,652 Shares held by Mr Luke Michael Prentice (Mr Prentice’s son) and 203,000 Shares held indirectly through Mrs Mirella Rosanna Prentice (Mr Prentice’s wife).

2 39,746 Shares held indirectly through Mrs Lynne Miller (Mr B Miller’s wife), 10,000 Shares held by Mr Connor Wallace (Mr B Miller’s son) and 533,000 held by Bruce A. & Lynne Miller.

3 700,000 Shares directly held by Mr Gilstrap.

Notes to Options:

1 600,000 Options exerciseable at $0.40 each on or before 30 April 2012, 600,000 Options exerciseable at $0.50 each on or before 30 April 2013, 600,000 Options exerciseable at $0.65 each on or before 30 April 2014, 600,000 Options exerciseable at $0.80 each on or before 30 April 2015, and 600,000 Options exerciseable at $1.00 each on or before 30 April 2016. The total 3,000,000 Options are held indirectly through David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust.

2 600,000 Options exerciseable at $0.40 each on or before 30 April 2012, 600,000 Options exerciseable at $0.50 each on or before 30 April 2013, 600,000 Options exerciseable at $0.65 each on or before 30 April 2014, 600,000 Options exerciseable at $0.80 each on or before 30 April 2015, and 600,000 Options exerciseable at $1.00 each on or before 30 April 2016. The total 3,000,000 Options are held directly by Mr B Miller.

3 600,000 Options exerciseable at $0.40 each on or before 30 April 2012, 600,000 Options exerciseable at $0.50 each on or before 30 April 2013, 600,000 Options exerciseable at $0.65 each on or before 30 April 2014, 600,000 Options exerciseable at $0.80 each on or before 30 April 2015, and 600,000 Options exerciseable at $1.00 each on or before 30 April 2016. The total 3,000,000 Options are held directly by Mr Gilstrap.

4 600,000 Options exerciseable at $1.00 each on or before 30 April 2016. The total 600,000 Options are held directly by Mr S Miller.

5 The Company intends to cancel all of these Options which have been issued to the Directors.

(k) The Related Parties have received the following remuneration and emoluments from the Company for the current financial year:

Related Party	Salary Fees and Superannuation (current financial year)	Other (current financial year)	Total (current financial year)	Salary Fees and Superannuat ion (previous financial year)	Other (previous financial year)	Total (previous financial year)
David Prentice	$430,000	-	$430,000	$430,000	-	$430,000
Bruce Miller	$261,600*	-	$261,600*	$273,175	-	$273,175
Perry Gilstrap	$361,600*	$7,300*	$368,900*	$361,446	$7,300	$368,745
Steve Miller	$60,000	-	$60,000	$60,000	-	$60,000

*Based upon remuneration and emoluments paid in US$ and converted on an assumed 1US$:1AU$ exchange rate for the current year.

(l) if all the Performance Rights granted to Related Parties vest, a total of 9,600,000 Shares would be allotted and issued by the Company. This will increase the number of Shares on issue from 269,769,853 to 279,369,853 (assuming that no Options are exercised and no other Shares are issued) with the effect that the Shareholding of existing Shareholders would be diluted as follows:

Performance Rights to be issued	Shares on issue as at date of Notice	Dilutionary effect if all Performance Rights issued to Participating Directors vest
9,600,000	269,769,853	3.44%

The total dilution of 3.44% comprises 1.08% by David Prentice (assuming Mr Prentice does not exercise any Options he has a relevant interest in), 1.08% by Bruce Miller (assuming Mr B Miller does not exercise any Options he has a relevant interest in), 1.08% by Perry Gilstrap (assuming Mr Gilstrap does not exercise any Options he has a relevant interest in) and 0.22% by Steve Miller (assuming Mr S Miller does not exercise any Options he has a relevant interest in).

However, Shareholders should note that the Company intends to cancel all of the Options currently held by Messrs Prentice, B Miller, Gilstrap and S Miller. If the Company cancels all of the Options, there will be no actual dilution as the value of the Performance Rights to be issued, subject to shareholder approval to Resolutions 5 to 8, is equal to the value of the Director Options currently held by each of Messrs Prentice, B Miller, Gilstrap and S Miller, which the Company proposes to cancel.

(m) the Performance Rights become exercisable on achievement of the performance criteria set out in paragraph 5.3 (a) above. The full terms and conditions of the Performance Rights A, B and C are set out in Schedules 2 to 4, respectively. The Shares to be issued upon the vesting of the Performance Rights shall rank pari passu with existing Shares;

(n) the Performance Rights will be issued to Messrs Prentice, B Miller, Gilstrap and S Miller (or their nominees) no later than 3 years after the date of the Annual General Meeting;
(o) the primary purpose for the issue of Performance Rights under the PRP is to provide a performance-linked incentive component in the remuneration package for Messrs Prentice, B Miller, Gilstrap and S Miller and for the future performance by the Directors in managing the operations and strategic direction of the Company;
(p) the number and terms and conditions, including Performance Milestones, of the Performance Rights to be issued to Messrs Prentice, B Miller, Gilstrap and S Miller, were approved by the Board following recommendations made by the Company’s Remuneration Committee. In making this determination the Remuneration Committee considered the cancellation of the existing Director Options and market levels of remuneration for companies of a similar size and nature to the Company; and
(q) the Board believes that the grant of Performance Rights pursuant to the PRP provides cost effective consideration to Messrs Prentice, B Miller, Gilstrap and S Miller for their ongoing commitment and contribution to the Company in their roles as Directors of the Company. Given this purpose, the Board does not consider that there are any opportunity costs to the Company or benefits foregone by the Company in granting the Performance Rights upon the terms proposed. If the Performance Rights are not issued, the Company could remunerate the Related Parties for an additional amount. However, the Board considers it reasonable for the remuneration of Related Parties to have a cash component and an equity component to further align the Related Parties’ interests with Shareholders and maintain a strong cash position for the Company.

5.5 Directors’ Recommendation

(a) The Directors (other than as set out below) recommend that Shareholders vote in favour of Resolutions 5 to 8 for the following reasons:
(i) the purpose set out in Section 5.4(q) above;
(ii) the issue of the Performance Rights to Related Parties is an appropriate form of incentive to maximise returns to Shareholders; and
(iii) the terms of the proposed issue of Performance Rights to Related Parties are reasonable to the Company.
(b) Mr David Prentice declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 5, recommend that Shareholders vote in favour of Resolution 5. The Board (other than Mr Prentice) 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 the Resolution;
(c) Mr Bruce Miller declines to make a recommendation to Shareholders in relation to Resolution 6 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 6, recommend that Shareholders vote in

favour of Resolution 6. The Board (other than Mr Bruce Miller) 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 the Resolution.

(d) Mr Perry Gilstrap declines to make a recommendation to Shareholders in relation to Resolution 7 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 7, recommend that Shareholders vote in favour of Resolution 7. The Board (other than Mr Perry Gilstrap) 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 the Resolution; and
(e) Mr Steve Miller declines to make a recommendation to Shareholders in relation to Resolution 8 due to his material personal interest in the outcome of the Resolution. The other Directors, who do not have a material interest in the outcome of Resolution 8, recommend that Shareholders vote in favour of Resolution 8. The Board (other than Mr Steve Miller) 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 the Resolution.
(f) the Board acknowledges the grant of Performance Rights to Mr Steve Miller is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of Performance Rights to Mr Steve Miller reasonable in the circumstances as it 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 Steve Miller.

5.6 Valuation of Performance Rights

In relation to Performance Rights issued pursuant to Resolutions 5 to 8, the value of the Performance Rights to be issued equals the value of the number of Director Options which the Company proposes to cancel. The number of Performance Rights to be issued to each Director are follows:

Total Shares	Expiry Date	David Prentice	Bruce Miller	Perry Gilstrap	Steve Miller	Performance Right
3,600,000	30/04/2016	1,000,000	1,000,000	1,000,000	600,000	A
3,000,000	30/04/2016	1,000,000	1,000,000	1,000,000		B
3,000,000	30/04/2016	1,000,000	1,000,000	1,000,000		C
9,600,000		3,000,000	3,000,000	3,000,000	600,000

The valuation formula of the Performance Rights under the theoretical Black & Scholes model is set out in Schedule 5.

The total valuation of the Performance Rights to be received under the theoretical Black & Scholes model is detailed in the table below for each Director:

Value of Performance Right($)	David	Bruce	Perry Gilstrap	Steve Miller	Total
	Prentice	Miller
A	$245,000.00	$245,000.00	$245,000.00	$147,000.00	$882,000.00
B	$147,000.00	$147,000.00	$147,000.00	$0.00	$441,000.00
C	$73,500.00	$73,500.00	$73,500.00	$0.00	$220,500.00
Total $	$465,500.00	$465,500.00	$465,500.00	$147,000.00	$1,543,500.00

6. RESOLUTION 9 – ADOPTION OF NEW CONSTITUTION

6.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 9 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2004.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

(a) updating references to bodies or legislation which have been renamed (e.g. references to the Australian Settlement and Transfer Corporation Pty Ltd, ASTC Settlement Rules and ASTC Transfer); and
(b) expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

The Proposed Constitution will take effect from the date the special resolution is passed.

The Proposed Constitution is available for review on the Company’s website (www.redforkenergy.com.au) and during normal hours at the Company’s registered office. A copy of the Proposed Constitution can also be sent to shareholders upon request to the Company Secretary ((+61 8) 9200 4470).

Shareholders are invited to contact the Company if they have any queries or concerns.

6.2 Summary of material proposed changes – Constitution

The Proposed Constitution includes the following new clauses which the current Constitution does not provide for.

Minimum Shareholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage shareholdings which represent an “unmarketable parcel” of shares, being a shareholding that is less than $500 based on the closing price of the Company’s Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with “unmarketable parcels” outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a “reasonable fee” for registering paper-based transfers, sometimes referred to “off-market transfers”.

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Postponement of General Meeting of Shareholders (clause 11.2)

The Proposed Constitution provides at clause 11.2 that the Directors may, subject to the Corporations Act and the ASX Listing Rules, postpone a meeting of Shareholders or change the place for a general meeting of shareholders by giving written notice to ASX. If a meeting of Shareholders is postponed for one month or more, the Company must give new notice of the postponed meeting.

Business at General Meeting (clause 11.6)

The Proposed Constitution expressly provides at clause 11.6 that subject to the Corporations Act, only matters that appear in a notice of meeting shall be dealt with at a general meeting or an annual general meeting, as the case may be.

Directors’ access to information (clause 28)

The Proposed Constitution at clause 28 provides that where the Directors consider it appropriate, the Company may:

(a) give a former Director access to certain papers, including documents provided or available to the Directors and other papers referred to in those documents; and

(b) bind itself in any contract with a Director or former Director to give the access. This specific provision reflects the statutory right in s198F of the Corporations Act authorising the Company to enter into contracts with Directors agreeing to provide continues access to Board papers.

Dividends (clause 21)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

(a) the company’s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
(b) the payment of the dividend is fair and reasonable to the company’s shareholders as a whole; and
(c) the payment of the dividend does not materially prejudice the company’s ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 35)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to Section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

6.3 Information required by Section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(b) assisting in preventing Shareholders from being locked in as a minority;
(c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(a) proportional takeover bids may be discouraged;
(b) lost opportunity to sell a portion of their Shares at a premium; and
(c) the likelihood of a proportional takeover bid succeeding may be reduced.

6.4 Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 9.

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 these documents.

SCHEDULE 1 – SUMMARY OF THE TERMS AND CONDITIONS OF PRP

The full terms of the PRP may be inspected at the registered office of the Company during normal business hours. A summary of the terms of the PRP is set out below.

(a) Subject to any necessary approvals from the Company’s shareholders or as required by law or by the Listing Rules, the Board may, from time to time, at its absolute discretion and only where any Director and full time or part time employee of the Company, who is determined by the Board to be eligible to participate in the PRP ( Eligible Participants ), grant Performance Rights to Eligible Participants with effect from the date determined by the Board, upon the terms set out in the PRP and upon such additional terms and vesting conditions as the Board determines.
(b) Each Performance Right will vest as an entitlement to one fully paid ordinary share in the capital of the Company ( Share ) provided that certain performance milestones are met. If the performance milestones are not met, the Performance Rights will lapse and the Eligible Participant will have no entitlement to any Shares.
(c) The Company shall notify the Eligible Participant when the relevant vesting requirements have been satisfied and the Eligible Participant may then exercise their right to accept the vesting of the Performance Rights and be issued the Shares, following which the Company will issue the Shares and deliver notification of the Shareholding to the Eligible Participant.
(d) Subject to the Company being listed on the ASX, the Company will, within 7 days of the date of the Shares being issued, make application to ASX for quotation of the Shares.
(e) Shares resulting from the vesting of the Performance Rights shall, from the date of issue, rank pari passu with all other Shares on issue.
(f) Performance Rights shall not be quoted on ASX.
(g) Performance Rights shall not be transferred or assigned by an Eligible Participant except with the prior written consent of the Directors of the Company.
(h) Subject to any right an Eligible Participant may have as a holder of shares, holders of Performance Rights may only participate in new issues of securities to holders of shares if the vesting requirements have been satisfied and the relevant Shares have been issued prior to the record date for determining entitlements to the issue. The Company shall give notice to holders of Performance Rights (as required under the ASX Listing Rules) of any new issues of securities prior to the record date for determining entitlements to the issue.
(i) If Shares are issued pro rata to the Company’s shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment) involving capitalisation of reserves or distributable profits, the number of Shares over which each Performance Right is exercisable may be increased by the number of Shares which the participant would have received if the Performance Right had been exercised before the record date for the bonus issue.
(j) In the event of any reorganisation (including consolidation, subdivision, reduction or return) of the issued capital of the Company, all rights of a participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.

(k) Unless the Eligible Participant agrees otherwise, all of an Eligible Participant’s unvested Performance Rights vest automatically:

(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 such ability was not already held by a person associated with such person or group of associated persons.
(l) The holder of Performance Rights does not have any entitlement to vote at a general meeting of Shareholders.

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 a fiscal quarter 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 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.

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 a fiscal quarter 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, 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.

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 a fiscal quarter 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 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 vest 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 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.

SCHEDULE 5 – VALUATION OF DIRECTORS’ PERFORMANCE RIGHTS

The Performance Rights to be issued to the Related Parties pursuant to Resolutions 5 to 8 have been independently valued by BDO Corporate Finance Pty Ltd.

Using the theoretical Black & Scholes option model and based on the assumptions set out below, the Performance Rights were ascribed value as follows:

Assumptions:

Class	A	B	C

Valuation date	17 October 2011	17 October 2011	17 October 2011

UnderlyingMarket price ofShares	$0.49	$0.49	$0.49

Expiry date	30April 2016	30April 2016	30April 2016

Life of Rights (years)	4.54	4.54	4.54

Probability of achievement of performancehurdle	50%	30%	15%

Indicative value per Performance Rights	$0.245	$0.147	$0.0735

*Total Value of Performance Rights **	$882,000	$441,000	$220,500

*NB This valuation is calculated using a probability weighted formula detailed above.

The total valuation of all Performance Rights calculated pursuant to AASB(2) (alternative measurement) is $882,000.

Note: The valuations noted above are not necessarily the market prices that the Performance Rights could be traded at and they are not automatically the market prices for taxation purposes.

GLOSSARY

2011 Annual Report means the Company’s annual report for the year ended 30 June 2011, which can be downloaded from the Company’s website at www.redforkenergy.com.au

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

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited or the Australian Securities Exchange, as the context requires.

ASX Listing Rules or Listing Rules means the official Listing Rules of ASX.

Board means the Board of Directors of the Company.

Business Day means Monday to Friday inclusive, except New Years Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares 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 or Red Fork means Red Fork Energy Limited (ABN 15 108 787 720).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Performance Right A means a performance right having the terms and conditions set out in Schedule 2.

Performance Right B means a performance right having the terms and conditions set out in Schedule 3.

Performance Right C means a performance right having the terms and conditions set out in Schedule 4.

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Directors mean the current directors of the Company, as the context requires.

Explanatory Statement means the explanatory statement to this Notice.

Holder means a holder of a Performance Right as the context requires.

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.

Meeting means the meeting convened by the Notice.

Notice or Notice of Meeting or Notice of Annual General Meeting means this notice of annual general meeting including the Explanatory Statement and the Proxy Form. Option means an option to acquire a Share on the terms set out in this Notice.

Option means an option to acquire a Share.

Performance Rights means the Performance Rights A, Performance Rights B and Performance Rights C.

Proxy Form means the proxy form accompanying this Notice.

Remuneration Report means that section of the Directors’ Report under the heading “Remuneration Report” set out in the 2011 Annual Report. Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

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

PROXY FORM

APPOINTMENT OF PROXY RED FORK ENERGY LIMITED ABN 15 108 787 720 PO BOX 1424 WEST PERTH WA 6872 RETURN FAX: + 61 (8) 9200 4471

ANNUAL GENERAL MEETING

I/We of being a member of Red Fork Energy Limited entitled to attend and vote at the Annual General Meeting, hereby Appoint Name of proxy Or the Chair of the Annual General Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Annual General Meeting, or the Chair’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 10:00 am (WST), on Wednesday, 30 November 2011 at UWA Club, Seminar Room 2, The University of WA, Entrance #1, Hackett Drive, Crawley, Western Australia, and at any adjournment thereof.

Important for Resolution 1 : If the Chair of the Meeting or any member of the Key Management Personnel of the Company or a Closely Related Party of a member of the Key Management Personal of the Company is your proxy and you have not directed the proxy to vote on Resolution 1, the proxy will be prevented from casting your votes on Resolution 1. If the Chair, another member of the Key Management Personnel of the Company or Closely Related Party of a member of the Key Management Personnel is your proxy, in order for your votes to be counted on Resolution 1, you must direct your proxy how to vote on Resolution 1.

If the Chair of the Annual 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 2 to 9 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the Annual General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 2 to 9 and that votes cast by the Chair of the Annual General Meeting for Resolutions 2 to 9 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 2 to 9 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 2 to 9.

The Chair of the Meeting intends to vote undirected proxies in favour of each of Resolutions 2 to 9, and will not cast undirected votes on Resolution 1.

OR

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 Re-election of Mr Perry Gilstrap Resolution 4 Adoption of Performance Rights Plan Resolution 5 Issue of Performance Rights to Mr David Prentice Resolution 6 Issue of Performance Rights to Mr Bruce Miller Resolution 7 Issue of Performance Rights to Mr Perry Gilstrap Resolution 8 Issue of Performance Rights to Mr Steve Miller Resolution 9 Adoption of a New Constitution 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. Signature of Member(s): Date: Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Resolution	1	Adoption of Remuneration Report
Resolution	2	Re-election of Mr Michael Fry
Resolution	3	Re-election of Mr Perry Gilstrap
Resolution	4	Adoption of Performance Rights Plan
Resolution	5	Issue of Performance Rights to Mr David Prentice
Resolution	6	Issue of Performance Rights to Mr Bruce Miller
Resolution	7	Issue of Performance Rights to Mr Perry Gilstrap
Resolution	8	Issue of Performance Rights to Mr Steve Miller
Resolution	9	Adoption of a New Constitution

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.

Signature of Member(s):

Contact Ph (daytime):

Contact Name:

RED FORK ENERGY LIMITED ABN 15 108 787 720

Instructions for Completing ‘Appointment of Proxy’ Form

(Appointing a Proxy): A member entitled to attend and vote at an Annual General Meeting is entitled to appoint not more than two proxies to attend and vote on a poll on their behalf. The appointment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights. If a member 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 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.
(Recent Changes to Proxy Voting): 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 Annual General Meeting. Broadly, the changes mean that:
if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

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

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

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

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting;
the proxy does not vote on the resolution,

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

4. (Signing Instructions):

(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 Annual General Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Annual 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 Annual General Meeting.
(Return of Proxy Form): 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, PO Box 1424, West Perth, Western Australia 6872; or
(b) send the proxy form by facsimile to the Company on facsimile number (08) 9200 4471,
so that it is received not later than 10:00am WST on Monday, 28 November 2011.

Proxy forms received later than this time will be invalid.

AI assistant

BROOKSIDE ENERGY LIMITED — AGM Information 2011

64562_rns_2011-10-31_51da96e8-7e8a-408e-92e6-e431073403c7.pdf

RED FORK ENERGY LIMITED

ABN 15 108 787 720

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

Reports and Accounts

Resolution 1 – Adoption of Remuneration Report (Non-binding)

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

Resolution 2 – Re-election of Michael Fry

Resolution 3 – Re-election of Perry Gilstrap

Resolution 4 – Adoption of Performance Rights Plan

Voting Prohibition Statement:

Resolution 5 – Issue of Performance Rights Under PRP to Mr David Prentice

Voting Prohibition Statement:

Resolution 6 – Issue of Performance Rights Under PRP to Mr Bruce Miller

Voting Prohibition Statement:

Resolution 7 – Issue of Performance Rights Under PRP to Mr Perry Gilstrap

Voting Prohibition Statement:

Resolution 8 – Issue of Performance Rights Under PRP to Mr Steve Miller

Voting Prohibition Statement:

Resolution 9 – Adoption of a New Constitution

DATED: 21 OCTOBER 2011 BY ORDER OF THE BOARD

SUZIE FOREMAN COMPANY SECRETARY RED FORK ENERGY LIMITED

Voting Exclusion Note

EXPLANATORY STATEMENT

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – REMUNERATION REPORT (NON-BINDING RESOLUTION)

2.1 General

3. RESOLUTIONS 2 AND 3 – RE-ELECTION OF MR MICHAEL FRY AND RE-ELECTION OF MR PERRY GILSTRAP

Resolution 2 - Re-election of Michael Fry

Resolution 3 – Re-election of Perry Gilstrap

4. RESOLUTION 4 – ADOPTION OF PERFORMANCE RIGHTS PLAN

4.1 General

4.2 ASX Listing Rule 7.1

4.3 Information required by the ASX Listing Rules – Terms of the PRP

4.4 Directors’ recommendation

5.1 Background to Resolutions 5 to 8

5.2 Requirement for Shareholder Approval

5.3 Summary of the material terms of the Performance Rights

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

Notes to Shares:

Notes to Options:

5.5 Directors’ Recommendation

5.6 Valuation of Performance Rights

6. RESOLUTION 9 – ADOPTION OF NEW CONSTITUTION

6.1 General

6.2 Summary of material proposed changes – Constitution

Minimum Shareholding (clause 3)

Fee for registration of off market transfers (clause 8.4(c))

Postponement of General Meeting of Shareholders (clause 11.2)

Business at General Meeting (clause 11.6)

Directors’ access to information (clause 28)

Dividends (clause 21)

Partial (proportional) takeover provisions (new clause 35)

Effect of proposed proportional takeover provisions

Reasons for proportional takeover provisions

Potential advantages and disadvantages of proportional takeover provisions

ENQUIRIES

SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS A

SCHEDULE 4 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS C

SCHEDULE 5 – VALUATION OF DIRECTORS’ PERFORMANCE RIGHTS

GLOSSARY

ANNUAL GENERAL MEETING

The Chair of the Meeting intends to vote undirected proxies in favour of each of Resolutions 2 to 9, and will not cast undirected votes on Resolution 1.

OR

Voting on Business of the Annual General Meeting

Signature of Member(s):

RED FORK ENERGY LIMITED ABN 15 108 787 720

BROOKSIDE ENERGY LIMITED AGM Information 2011