BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2011

Mar 28, 2011

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ASX Announcement
March 29, 2011
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Red Fork Energy Limited ACN 108 787 720

SHARE PURCHASE PLAN OPENS

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

Contact

David Prentice Managing Director david.prentice@redforkenergy.com.au

Website

www.redforkenergy.com.au

Directors

Michael Fry (Chairman) David Prentice (Managing Director) Perry Gilstrap (Director Operations) Bruce Miller (Director Resources) Steve Miller (Non-Executive Director)

ASX Code

RFE (Fully Paid Ordinary Shares)

On 22 March 2011 Red Fork Energy Limited ( RFE ) announced that a share purchase plan would be offered to its shareholders.

A letter to shareholders together with a Share Purchase Plan Application Form and accompanying Terms and Conditions is currently being sent to shareholders. A copy of each is attached .

In summary, each eligible shareholder is able to apply for up to A$15,000 of shares at 32 cents per share. Applications close at (5pm Perth time) on 4 May 2011. This issue is not subject to shareholder approval.

The shares are being offered without disclosure being made under Part 6D.2 of the Corporations Act, and this notice is given in accordance with ASIC Class Order 09/425 as varied by Class Order 10/105. As at the date of this notice RFE has complied with the provisions of Chapter 2M of the Corporations Act as they apply to RFE and section 674 of the Act and no information has been excluded from a continuous disclosure notice in accordance with the confidentiality carveout provisions of the ASX Listing Rules that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of the assets and liabilities, financial position and performance, profits and losses and prospects of RFE and the rights and liabilities attaching to the shares.

Yours faithfully,

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David Prentice Managing Director

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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

29 March 2011

Dear Red Fork Energy Limited Shareholder,

SHARE PURCHASE PLAN

As announced to ASX on 22 March 2011, Red Fork Energy Limited ( Company ) received binding commitments from existing shareholders and new institutional and sophisticated investors in Australia and overseas for a two-tranche placement to raise A$28.5 million ( Placement ).

The Directors of the Company are pleased to provide shareholders with the opportunity to increase their investment in the Company through participation in a Share Purchase Plan ( Plan ). A maximum of A$5 million will be accepted under the Plan, however the Company has a general discretion to amend or vary the terms and conditions of the SPP, including the amount raised, dates and times without notice.

Purchasing through the Plan means that Australian and New Zealand registered shareholders can acquire shares up to the value of $15,000 free of any brokerage fees at a price of 32 cents per fully paid ordinary share ( Share ).

This gives you an opportunity to participate in this round of capital raising at the same 32 cents per Share as the recent A$28.5 million Placement announced 22 March 2011.

In summary, capital raised from the placement and this Plan will be applied:

• To complete and production test at least five horizontal wells in the Mississippi formation within the Company’s acreage in North West Oklahoma;

• for the acquisition of any additional prospective acreage within the general area of the play; and

• for general working capital purposes associated with the Company’s oil and gas exploration and production business in Oklahoma.

The right to participate in the offer under the Plan is available exclusively to shareholders who are registered as holders of Shares at 7pm (Perth time) on the Record Date of 21 March 2011 and whose registered address is in Australia or New Zealand.

The Plan Shares are not subject to shareholder approval. The issue price of the Shares under the Plan is 32 cents per Share. At the close of trading on 28 March 2011 the closing Share price was 49 cents. The market price of RFE shares may change after the Shares are offered under the Plan; however, this will not affect the price at which the Shares are issued under the Plan. You should check the market share price before applying.

The Terms and Conditions of the Plan are attached . Participation in the Plan is entirely optional and you should read the Terms and Conditions carefully before participating in the Plan.

Key features of the Plan include:

• you may purchase up to $15,000 in multiples of $1,000 subject to a minimum $2,000 purchase; applications must be received by 4 May 2011; and

• shares under the Plan are expected to be issued on 9 May 2011.

The indicative timetable of the Plan is as follows:

Record Date (7pm Perth time)	21 March 2011
Opening Date, cleansing notice announced and despatch of letters to shareholders	29 March 2011
Closing Date (5pm Perth time)	4 May 2011
Allotment of Plan Shares	9 May 2011
Despatch of holding statements	10 May 2011

Please note these dates are indicative only. Accordingly, shareholders are encouraged to submit their Application Forms as early as possible.

To apply for Shares under the Plan you must complete and return the attached Application Form. Payment arrangements are set out on the Application Form. Applications received after the closing date of 4 May 2011 may not be accepted. The Shares issued under the Plan will be quoted on ASX. Holding statements will be issued shortly after quotation.

The Directors of the Company may, in their absolute discretion, scale back applications on an equitable basis. If the Company rejects or scales back an application or purported application, the Company will promptly return to the shareholders the relevant application monies, without interest.

The Company has appointed E.L. & C. Baillieu Stockbroking Ltd as broker to the Plan.

If you have any questions in respect of the Plan, please contact the Company’s share registry, Security Transfer Registrars Pty Ltd on +61 8 9315 2333.

Thank you for your past support and we look forward to your ongoing support through participation in the Plan.

Yours faithfully,

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Michael Fry Chairman

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RED FORK ENERGY LIMITED – SHARE PURCHASE PLAN

TERMS AND CONDITIONS

These are the Board approved Terms and Conditions of the Share Purchase Plan (the Plan ) of RED FORK ENERGY LIMITED ( RFE ).

1. Participation in the Plan

Shareholders who are entered in the register of members at 7.00pm Australian Western Standard Time (AWST) on 21 March 2011 ( Record Date ) and who have a registered address in Australia or New Zealand ( Eligible Shareholders ) may participate in the Plan.

The following rules apply to participation by Eligible Shareholders in the Plan:

• (a) Single holders – If you are the registered holder of fully ordinary paid shares in RFE ( Shares ), but you receive more than one offer under the Plan (for example, due to multiple registered holdings), you may only apply for up to a maximum amount of $15,000 of Shares (when combined with any Shares issued under any share purchase plan in the 12 months preceding the date of the Plan).

• (b) Joint holders – If you are recorded with one or more persons as the joint holder of a holding of shares, that joint holding is considered to be a single registered holding for the purpose of the Plan. Joint holders are only entitled to participate in the Plan in respect of that single holding. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, the joint holders may only apply for up to one maximum amount of $15,000 of Shares (when combined with any Shares issued under any share purchase plan in the 12 months preceding the date of the Plan).

• (c) Custodians, trustees and nominees – If you are an Eligible Shareholder who hold shares as a custodian, trustee or nominee (within the definition of 'custodian' in ASIC Class Order 10/105) ( Custodian ) or in any more specific relief granted to RFE in relation to this offer and hold Shares on behalf of one or more persons ( beneficiaries ), this offer is made to you and you have the discretion whether to extend this offer to the beneficiaries on whose behalf you hold shares. If you apply for Shares on behalf of a beneficiary, RFE will not issue Shares to you unless you certify the following in writing to RFE:

• (a) that you hold the Shares on behalf of one or more persons (each a “participating beneficiary”) on the Record Date who have subsequently instructed you to apply for Shares on their behalf under the Plan;

• (b) the number of participating beneficiaries;

• (c) the name and address of each participating beneficiary;

• (d) the number of Shares that you hold on behalf of each participating beneficiary;

• (e) the number and dollar amount of Shares which each participating beneficiary has instructed you to apply for on their behalf;

• (f) there are no participating beneficiaries in respect of which the total of the aggregate application price for the following exceeds A$15,000:

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• (i) the Shares applied for by you on behalf of a participating beneficiary under the Plan; and

• (ii) any Shares issued to you in the 12 months before the application as a result of an instruction given by a participating beneficiary to you to apply for Shares on their behalf under an arrangement similar to the Plan;

• (g) that a copy of the Plan offer document was given to each beneficiary; and

• (h) where you hold shares on behalf of a beneficiary indirectly, through one or more interposed custodians, the name and address of each interposed custodian.

Custodians should request a Custodian Certificate when making an application on behalf of participating beneficiaries. To request a Custodian Certificate, and if you would like further information on how to apply, you should contact our share registry Security Transfer Registrars Pty Ltd ( Share Registry ) on (08) 9315 2333 (within Australia) or +61 89315 2333 (outside Australia) between 8.30am to 5.00pm (Perth time) Monday to Friday.

• (d) Participation - Participation in the Plan is entirely optional and the offer of Shares under the Plan is not a recommendation. You should seek independent advice if you are unsure whether you should participate in the Plan. The offer of Shares under the Plan is non-renounceable which means that Eligible Shareholders cannot transfer their entitlement to purchase Shares under the Plan to another person. The application form specifies parcels of a particular number and value of shares for which applications may be made and application may not be made for any other number or value of shares. If an Eligible Shareholder applies for (i) more Shares than is provided for in the application form, the maximum number of Shares under the Plan will be issued and the excess amount paid will be refunded without interest or (ii) for a number of Shares that is not designated on the application form, the number of Shares issued will be the highest designated number of shares that is less than the cheque, bank draft or BPAY® (registered to BPAY Pty Ltd ABN 69 079 137 518) amount received and the excess amount paid will be refunded without interest.

• (e) Not underwritten - The Plan is not underwritten.

• (f) Listing Rules Limit - If total applications exceed the maximum amount permitted by the ASX Listing Rules to be raised under the Plan, applications will be scaled back in such manner as is determined at the absolute discretion of the Directors.

2. Application form

Unless payment is made by using the BPAY® facility, applications to participate in the Plan must be made on the enclosed application form and must be received by the share registry (with the correct payment) no later than 4 May 2011. RFE reserves the right to return any payment and not allot any Shares if payment is received after that time. By returning the enclosed application form or by making a BPAY® payment, you agree to be bound by these Terms and Conditions and certify that the aggregate of the application price paid by you for the Shares the subject of the application form or BPAY® payment, and any other shares applied for by you, or which you have instructed a Custodian to acquire on your behalf, under the Plan or under any similar arrangement operated by RFE in the 12 months prior to the date of issue under the Plan, does not exceed A$15,000. Applications and payments under the Plan may not be withdrawn once they have been received. Application money will not bear interest under any circumstances.

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3. Payments by BPAY®

If payment is made using the BPAY® facility (Australian bank accounts only), there is no requirement for the application form to be returned. Payment must be received by no later than 4 May 2011. Eligible Shareholders must ensure that funds submitted through BPAY® are received by this time as their own financial institutions may implement earlier cut off times with regards to electronic payment.

Applicants should be aware that their own financial institution may implement earlier cut off times for electronic payments and should take this into consideration when making payment of Application Monies via BPAY. You may also have your own limit on the amount that can be paid by BPAY. It is your responsibility to ensure that the amount you wish to pay via BPAY does not exceed your limit and is received by the Share Registry prior to the close of the offer. If you have multiple holdings you will have multiple customer reference numbers. To ensure you receive your Shares in respect of that holding, you must use the customer reference number shown on each personalised Application Form when paying for any new Shares that you wish to apply for in respect of that holding. Shareholders who have multiple holdings must ensure they comply with the requirements in condition 1. Applications can only be made for parcels of Shares in the amounts specified on the Application Form. Please do not forward cash. Receipts for payment will not be issued. Application forms returned by fax will not be accepted. Application monies will only be accepted if your cheque or money order is drawn, or your BPAY payment is made, in Australian currency. Cheques must be drawn on an Australian financial institution. Application money will not bear interest as against RFE under any circumstances.

4. Issue Price

The issue price under the Plan is 32 cents per Share.

This price has been set at the same price as the recent Placement of A$28.5 million announced on 22 March 2011.

The market price of shares may change after the Shares are offered under the Plan. However, this will not affect the price at which Eligible Shareholders will receive Shares under the Plan. This means that the 32 cent issue price for the Shares under the Plan may be higher or lower than the market price of Shares at the date of issue. RFE recommends that you monitor the share price, which can be found in the financial pages of major Australian metropolitan newspapers, or on the ASX website at www.asx.com.au (ASX code: RFE). As at 28 March 2011 the closing share price was 49 cents.

5. Shares to be issued

Shares issued under the Plan will rank equally in all respects with existing fully paid ordinary shares on issue. Promptly after issue, application will be made by for Shares issued under the Plan to be listed for quotation on the official list of the Australian Securities Exchange. Transaction Confirmation Statements will be despatched to the Issuer Sponsored and CHESS participants for shares issued under the Plan. No brokerage, commissions, stamp duty or other transaction costs will be payable by Eligible Shareholders for their application for, or issue of, shares under the Plan. This offer of securities under the Plan is made in accordance with ASIC Class Order 09/425 and Class Order 10/105, which grants relief from the requirement to prepare a prospectus for the offer of shares under the Plan.

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6. Variations, waivers and resolution of disputes

The Plan is governed by the law in force in Victoria and RFE reserves the right to:

• (a) vary the closing date and share issue date for the Plan;

• (b) waive compliance with any of these Terms and Conditions, providing such waiver is in accordance with applicable laws and regulations;

• (c) refuse to allot shares where it believes there has been a breach of these Terms and Conditions;

• (d) amend or vary these Terms or Conditions or suspend or terminate the Plan at any time, providing such amendment or variation is in accordance with applicable laws and regulations;

• (e) scale back applications; and

• (f) settle in any manner it thinks fit any disputes or anomalies which may arise in connection with the Plan. Any determinations by RFE will be binding on all Eligible Shareholders and other persons to whom the determination relates.

RFE's rights may be exercised by the Board or any delegate thereof.

7. Applications and notices

Applications and notices given to RFE for the Plan must be in writing and in such form as RFE may from time to time require. Such applications and notices will be effective on receipt by RFE subject to (a) these Terms and Conditions and (b), in the case of applications, acceptance by RFE before the closing date.

8. Administration of Plan

RFE has appointed E.L. & C. Baillieu Stockbroking Ltd as broker to the Plan. They will be paid a management fee of 2% of funds raised for this role. In addition a stamping fee of 2% will be paid to licensed financial service providers.

9. Questions

If you have any questions, please contact RFE’s share registry on (08) 9315 2333 (within Australia) or otherwise +618 9315 2333 between the hours of 8.30am and 5.00pm, Perth time, Monday to Friday. For details regarding how your personal shareholder information is used, please refer to the enclosed application form.

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