BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2007

Nov 22, 2007

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23 November 2007

Manager Announcements Company Announcements Office Australian Stock Exchange Limited 4[th] Floor, 20 Bridge Street Sydney NSW 2000

Red Fork Energy Limited ACN 108 787 720 Level 2, 79 Hay Street Subiaco Western Australia 6008 PO Box 1424 West Perth WA 6872

Telephone +61 8 9200 4470 Facsimile +61 8 9200 4471 www.redforkenergy.com.au

RED FORK RAISES A$10 MILLION TO FAST TRACK PRODUCTION FROM US OIL & GAS ASSETS

Australian based oil & gas company, Red Fork Energy Limited (“Red Fork” or “the Company”) plans to fast track production at its Oklahoma (United States) oil & gas assets following a A$10 million placement to international and domestic institutional and sophisticated investor clients of Australian broker Hartleys Limited.

Under the terms of the Placement, Red Fork has resolved to place up to 18,500,000 ordinary shares at an issue price of A$0.55 per share, to raise up to A$10,175,000 (“the Placement”).

The Placement will be made in two tranches, with 7.9 million shares issued pursuant to the Company’s ASX Listing Rule 7.1 15% placement capacity, and the balance of 10.6 million shares issued subject to shareholder approval at a general meeting of shareholders scheduled to be held on or around 28 December 2007.

As a result of this Placement Red Fork is now fully funded to pursue the ongoing development of its rapidly growing coal bed methane, unconventional gas, and conventional oil and gas holdings in Oklahoma, in the United States, with:

• Production growing, with the first milestone of 1MMcfe/d achieved;

• Independently certified initial 2P reserves of 36.4Bcfe;

• Landholding secured and 100% owned, with long lease terms in established basins; and

• Experienced United States based operational management team.

The funds raised will be applied to an aggressive drilling program, expansion of the Company’s existing pipeline infrastructure as well as additional leasing in key strategic areas. The work program over the next 24 months is targeted to increase Red Fork’s production to in excess of 6.0MMcfe/day generating net revenue of A$18 million per annum, coincident with a targeted increase in total reserves to approximately 150Bcfe.

David Prentice, Managing Director of Red Fork stated:

“This Placement has not only provided the funding for our aggressive development program in Oklahoma, but also introduced to our register a number of committed Australian and international institutional and sophisticated investors – individuals and groups who we feel will become important partners as the company continues its development.”

Red Fork currently has 34,000 acres leased in Oklahoma (targeting 50,000 acres from its ongoing leasing campaign) with long lease terms and high net revenue interests. The company has established a very strong technical team based in its office in Tulsa (with access to experienced drilling contractors and service companies with demonstrated successful trackrecords) and has built and acquired significant pipeline, compression and gathering infrastructure.

Yours faithfully, David Prentice Executive Director

For further information please contact: David Prentice, RedFork Energy Limited, Tel: (08) 9200 4470 RedFork Energy website: www.redforkenergy.com.au

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RED FORK ENERGY LIMITED

ACN 108 787 720

Notice of General Meeting and Explanatory Memorandum

General Meeting to be held at Red Fork Energy Limited Level 2, 79 Hay Street, Subiaco, Western Australia on 28 December 2007 at 10.00 am (WST)

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

Red Fork Energy Limited ACN 108 787 720 Notice of General Meeting

NOTICE IS HEREBY GIVEN THAT a General Meeting of Shareholders of Red Fork Energy Limited will be held at Red Fork Energy Limited, Level 2, 79 Hay Street, Subiaco on 28 December 2007 at 10.00am WST.

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

AGENDA

ORDINARY BUSINESS

1. Resolution 1 – Ratification of Previous Issue and Allotment of Shares

“That for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue and allotment of 7,900,000 Shares at an issue price of 55 cents each, for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum that accompanies this Notice of Meeting”.

Prior to making a decision with respect to Resolution 1, Shareholders should refer to Section 1 of the Explanatory Statement which accompanies this Notice of Meeting.

Voting Exclusion

For the purposes of ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by a person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if:

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

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

2. Resolution 2 – Approval of Future Placement of Shares

“That for the purposes of ASX Listing Rule 7.1 and for all other purposes, the Company is authorised to allot and issue up to 10,600,000 Shares at an issue price of 55 cents each, for the purposes, on the terms and conditions, and in the manner described in the Explanatory Memorandum that accompanies this Notice of Meeting”.

Prior to making a decision with respect to Resolution 2, Shareholders should refer to Section 2 of the Explanatory Statement which accompanies this Notice of Meeting.

Voting Exclusion

For the purposes of ASX Listing Rule 7.1, the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary shares, if the resolution passed, and any associate of such a person. However, the Company need not disregard a vote if:

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

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

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Red Fork Energy Limited

ACN 108 787 720

Notice of General Meeting

Notes

The Directors have determined that all Shares of the Company that are issued and fully paid up at 10.00am WST on 26 December 2007 shall, for the purposes of determining voting entitlements at the General Meeting, be taken to be held by the persons registered as holding the Shares at that time. The entitlement of Shareholders to vote at the General Meeting will be determined by reference to that time.

Voting Exclusions

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.

Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

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

By Order of the Board of Directors

Suzie Foreman Company Secretary Red Fork Energy Limited

23 November 2007

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Red Fork Energy Limited ACN 108 787 720

Explanatory Memorandum

This Explanatory Memorandum has been prepared for the information of Shareholders of Red Fork Energy Limited (the “ Company ”) in connection with the business specified to be conducted in the Notice of General Meeting of Shareholders proposed to be held at Red Fork Energy Limited, Level 2, 79 Hay Street, Subiaco on 28 December 2007 at 10.00am WST.

The purpose of the meeting is for Shareholders consider and, if thought fit, approve 2 ordinary resolutions. The Directors recommend that Shareholders read in full this Explanatory Memorandum in conjunction with the accompanying Notice of General Meeting of which this Memorandum forms a part.

1. Resolution 1 – Ratification of Previous Issue and Allotment of Shares

1.1 Background

On 23 November 2007 the Company announced that it would undertake a placement. The Placement will comprise up to 18.5 million Shares at an issue price of 55 cents per Share, to raise up to $10,175,000 (pre costs of the placement). The announcement advised that the placement would be completed in two tranches, Tranche 1 consisted of the issue of 7.9 million Shares ( Tranche 1 Placement Shares ) and Tranche 2 will consist of 10.6 million shares subject to receipt of Shareholder approval, ( Tranche 2 Placement Shares ). The Tranche 1 Placement Shares are the subject of this resolution, and the Tranche 2 Placement Shares are the subject of resolution 2.

The Shares to be issued pursuant to the placement have been or will be issued predominantly to institutional and sophisticated investor clients of Hartleys Limited.

The Company advised in its September 2007 Quarterly Activities Report, as announced on 31 October 2007, that it has now reached 2P reserves of 36.4Bcfe within the Company’s 100% owned Osage project following independent certification by Independent Petroleum Engineers, Lee Keeling & Associates, Inc.

The Company also reported that with the acquisition of key gas transportation infrastructure (with access as “first purchaser” to sales lines at 100% of the Henry Hub spot price) linking the Company’s Osage project with the West Tulsa project secured during the quarter, the Company’s development focus has expanded to include the combined project area, with a busy drilling schedule planned for the balance of this year (up to 5 new wells within the Osage project) and into 2008.

The funds raised from the Tranche 1 and Tranche 2 placements will therefore be used to fast track further exploration, drilling and development of the Company's 100% owned coal bed methane shale gas and conventional oil and gas projects in Oklahoma, and to acquire further leasing acreage.

Resolution 1 seeks Shareholder ratification and approval of the prior issue of 7,900,000 shares.

1.2 ASX Listing Rule 7.4

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

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Red Fork Energy Limited ACN 108 787 720

Explanatory Memorandum (Continued)

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

Resolution 1 proposes the ratification and approval of the issue and allotment of the Shares ( Tranche 1 Placement Shares ) for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

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

1.3 Further Information

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

• (a) The number of Tranche 1 Placement Shares issued

7,900,000 Shares

• (b) Date of Allotment and Issue of the Shares

Approximately 30 November 2007

• (c) Price at which Tranche 1 Placement Shares were / will be allotted and issued

The issue price was 55 cents per Tranche 1 Placement Share.

• (d) Names of the allottees of the Tranche 1 Placement Shares

The Shares were allotted and issued as a “Tranche 1 placement” pursuant to the “excluded offer” provisions (Section 708) of the Corporations Act. No allottee, either individually or in association with any related entity, was allotted securities which, if added to existing holdings, resulted in the holder and their related entities holding in excess of 5% of the issued capital of the Company. No Shares were issued to any related parties or associates of the Company.

• (e) Terms of the Shares

The Tranche 1 Placement Shares were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing Shares on issue.

(f) Total funds raised

$4,345,000 was raised (before costs) from the issue of the Tranche 1 Placement Shares; and

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Red Fork Energy Limited ACN 108 787 720

Explanatory Memorandum (Continued)

(g) Use (or intended use) of the funds raised

The funds will be used to fast track further exploration and development of the Company's 100% owned coal bed methane shale gas and conventional oil and gas projects in Oklahoma, and to acquire further leasing acreage.

1.4 Directors' Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

2. Resolution 2 –Approval of Issue of Shares

2.1 Background

Refer Explanatory Memorandum Section 1.1 of Resolution 1.

Resolution 2 seeks Shareholder approval for the future issue of 10,600,000 Shares

2.2 Approvals Required

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

One circumstance where an issue is not taken into account in the calculation of the 15% threshold is where the issue has the prior approval of shareholders in a general meeting.

The Company is seeking shareholder approval for the proposed issue of 10,600,000 Shares ( Tranche 2 Placement Shares ) and so that this number of securities is not included in the 15% calculation set out in Listing Rule 7.1.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.1 is specified in ASX Listing Rule 7.3.

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Red Fork Energy Limited

ACN 108 787 720

Explanatory Memorandum (Continued)

2.3 Further Information

ASX Listing Rule 7.3 requires the following information be given to Shareholders:

• (a) Maximum number of Tranche 2 Placement Shares to be issued

10,600,000 Shares

• (b) Date of Allotment and Issue of the Tranche 2 Placement Shares

The Tranche 2 Placement Shares will be issued no later than three (3) months after the date of this Meeting (or such later date as permitted by any ASX waiver of modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date.

• (c) Price at which Tranche 2 Placement Shares will be allotted and issued

The issue price will be 55 cents per Tranche 2 Placement Share

• (d) The basis on which allottees will be determined.

The Tranche 2 Placement Shares will be issued predominantly to institutional and sophisticated investor clients of Hartleys Limited. No allottee, either individually or in association with any related entity, will be allotted securities which would, if added to existing holdings, result in the holder and their related entities holding in excess of 5% of the issued capital of the Company. No Shares will be issued to any related parties or associates of the Company.

• (e) Terms of the Shares

The Tranche 2 Placement Shares will be fully paid ordinary shares in the capital of the Company and will rank equally in all respects with the existing Shares on issue.

• (f) Total funds to be raised

$5,830,000 will be raised (before costs) from the issue of the Tranche 2 Placement Shares; and

• (g) Use (or intended use) of the funds raised

The funds will be used to fast track further exploration and development of the Company's 100% owned coal bed methane shale gas and conventional oil and gas projects in Oklahoma, and to acquire further leasing acreage.

2.4 Directors' Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 2.

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3. Glossary

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

Annexure means an annexure to this Explanatory Memorandum;

ASX means ASX Ltd;

Board means the board of Directors of the Company;

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

Constitution means the constitution of the Company;

Corporations Act means Corporations Act 2001 (Cth);

Director means a current director of the Company;

General Meeting means the meeting convened by the Notice;

Notice means the notice of meeting which forms part of this Explanatory Memorandum;

WST means Western Standard Time;

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

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

• 3.2 All references to sections are references to sections of the Corporations Act.

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APPOINTMENT OF PROXY RED FORK ENERGY LIMITED ACN 108 787 720

PROXY FORM

I/We

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

Appoint

Name of proxy

or failing the person so named or, if no person is named, the Chairman of the Annual General Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at the registered office of Red Fork Energy Limited, Level 2, 79 Hay Street, Subiaco, Western Australia at 10.00am WST on Friday, 28 December 2007 and at any adjournment thereof. If no directions are given, the Chairman will vote in favour of all of the resolutions.

Voting on Business of the Annual General Meeting

FOR AGAINST ABSTAIN

Resolution 1 Ratification of previous issue of shares Resolution 2 Approval of future placement

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

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

YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE. IF YOU DO NOT MARK IN THIS BOX AND YOU HAVE NOT DIRECTED YOUR PROXY HOW TO VOTE, THE CHAIR WILL NOT CAST YOUR VOTES ON THE RESOLUTION AND YOUR VOTES WILL NOT BE COUNTED IN CALCULATING THE REQUIRED MAJORITY IF A POLL IS CALLED ON THE RESOLUTION.

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

Signed this day of 2007

By:

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Individuals and joint holders Companies (affix common seal if appropriate)
Signature Director
Signature Director/Company Secretary
Signature Sole Director and Sole Company Secretary
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RED FORK ENERGY LIMITED ACN 108 787 720

Instructions for Completing ‘Appointment of Proxy’ Form

1.

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

1. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

2. Corporate shareholders should comply with the execution requirements set out on the proxy form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. Directors of the company;

4. a Director and a company secretary of the company; or

5. for a proprietary company that has a sole Director who is also the sole company secretary – that Director.

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

1. Completion of a proxy form will not prevent individual shareholders from attending the meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the meeting.

2. Where a proxy form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

4. To vote by proxy, please complete and sign the proxy form enclosed and either:

5. (a) send the proxy form by post to Red Fork Energy Limited, Level 2, 79 Hay Street, Subiaco, Western Australia 6008; or

6. (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 Wednesday, 26 December 2007.

Proxy forms received later than this time will be invalid.