BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2012

Sep 16, 2012

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ASX Announcement
September 17, 2012
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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

Contact

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

Website

www.redforkenergy.com.au

Notice Given Under s708(5) of the Corporations Act

Red Fork Energy Limited (“Company”) is pleased to advise that following shareholder approval at a General Meeting held on 13 September 2012, it has today completed the issue of 74,626,866 ordinary fully paid shares at $0.67 each to raise $50,000,000 before costs, to sophisticated and professional investors of Euroz Securities Limited and E.L.&C. Baillieu Stockbroking Limited. The securities are part of a class of securities quoted on the Australian Stock Exchange Limited (ASX).

The Company gives this notice pursuant to Section 708A(5)(e) of the Corporations Act.

The shares were issued without disclosure to the investors under Part 6D.2, in reliance on Section 708A(5) of the Corporations Act.

Directors

As at the date of this notice, the Company has complied with:

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

• (a) The provisions of Chapter 2M of the Corporations Act as they apply to the Company; and

• (b) Section 674 of the Corporations Act.

ASX Code

RFE (Fully Paid Ordinary Shares)

The Company confirms that, as at the date of this notice, there is no information that:

1. has been excluded from a continuous disclosure notice given to ASX in accordance with the ASX Listing Rules; and

2. investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

3. (a) the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; and

4. (b) the rights and liabilities attaching to fully paid ordinary shares,

to the extent to which it would be reasonable for investors and their professional advisers to expect to find such information in a disclosure document.

The corresponding Appendix 3B is attached.

Yours faithfully, Suzie Foreman Company Secretary

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Red Fork Energy Limited ABN 15 108 787 720

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

ofsecurities issued or to ofsecurities issued or to be issued (if known) or maximum number which may be issued Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) + 1 2 3 + Class be issued Number + + + +	Fully paid ordinary shares
	74,626,866
	Not applicable

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B Page 1

Appendix 3B New issue announcement

Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Issue price or consideration Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) Is the entity an eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the securities the subject of this Appendix 3B, and comply with section 6i the security holder under rule 7.1A was securities issued without security holder approval under rule 7.1 Number of securities issued with security holder approval under rule 7.1A + 4 5 6 6a + + If theadditional + + 6b The date resolution passed Number 6c 6d + of +	Yes
	$0.67 per share
	Issued to sophisticated investor clients of Euroz Securities Limited and E.L. & C. Baillieu Stockbroking Limited to fund further aggressive development of the Big River (Mississippian) Project, on-going leasing and potential lease acquisitions within the Mississippian Play; and working capital for the Company’s oil and gas projects in northern Oklahoma, USA.
	No
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

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Appendix 3B New issue announcement

Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Dates of enteringsecurities into uncertificated holdings or despatch of certificates Number and securities quoted on ASX (_including_the securities in section 2 if applicable) 6e + 6i 7 8 + + class of all +	74,626,866 – General Meeting held on 13 September 2012	74,626,866 – General Meeting held on 13 September 2012
	Not applicable
	Not applicable
	Not applicable
	Refer Part 1 of Annexure 1.
	17 September 2012
	Number	Class +
	384,951,719	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

01/08/2012

Appendix 3B New issue announcement

class of all securities not quoted on ASX (_including_the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) + 9 Number and +	Number	Class +
	1,600,000 708,333 708,333 1,262,000 3,600,000 3,000,000 3,000,000	November Options – ($0.65, 30 June 2014) Options – ($0.35, 30 June 2014) Options – ($0.45, 30 June 2014) Options – ($1.20, 30 2014) Performance Rights A Performance Rights B Performance Rights C
	Not Applicable

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the securities will +
be offered
14 + Class of securities to which the +
offer relates
15 + Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
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• See chapter 19 for defined terms.

Appendix 3B Page 4

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Appendix 3B New issue announcement

18 Names of countries in which the entity has + security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

Appendix 3B Page 5

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Appendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee	or
	commission
22	Names of any brokers to the issue
23	Fee or commission payable to	the
	broker to the issue
24	Amount of any handling	fee
	payable to brokers who lodge
	acceptances or renunciations	on
	behalf of security holders +
25	If the issue is contingent	on
	security holders’ approval, the date +
	of the meeting
26	Date entitlement and acceptance
	form and prospectus or Product
	Disclosure Statement will be sent to
	persons entitled
27	If the entity has issued options,	and
	the terms entitle option holders	to
	participate on exercise, the date	on
	which notices will be sent to option
	holders
28	Date rightstradingwill begin	(if
	applicable)
29	Date rights trading will end	(if
	applicable)
30	How do security holders sell their +
	entitlements in full through	a
	broker?
31	How do security holders sell_part_ +
	of their entitlements through	a
	broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

32 How do + security holders dispose of their entitlements (except by sale through a broker)?

33 + Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or to d ocument

• 35 If the +securities are equity securities, the names of the 20 largest holders of the + additional securities, and the number and percentage of additional + + securities held by those holders

36 If the + securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional + securities

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought securities for which quotation is sought Do thesecurities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number andclass of allsecurities quoted on ASX (including the securities in clause 38) + 39 40 + Class of + + + + + 42
	Number	Class +

• See chapter 19 for defined terms.

Appendix 3B Page 8

01/08/2012

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional securities is in ASX’s absolute discretion. ASX may + quote the securities on any conditions it decides. +

• 2 We warrant the following to ASX.

• The issue of the securities to be quoted complies with the law and is not for + an illegal purpose.

• There is no reason why those securities should not be granted quotation.+ +

• • An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and + that no-one has any right to return any securities to be quoted under + sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.+

• If we are a trust, we warrant that no person has the right to return the + securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted. +

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of + the securities begins. We acknowledge that ASX is relying on the information and + documents. We warrant that they are (will be) true and complete.

Sign here: Date: 17 September 2012 (Director/Company secretary)

Print name: Suzie Foreman == == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

01/08/2012

Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities +

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Rule 7.1 – Issues exceeding 15% of capital	Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue	269,769,853
Addthe following: • Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	95,000 115,086,866 0
Subtractthe number of fully paid ordinary securities cancelled during that 12 month period	0
“A”	384,951,719

• See chapter 19 for defined terms.

Appendix 3B Page 10

01/08/2012

Appendix 3B New issue announcement

Step 2: Calculate 15% of “A”

“B”

Multiply “A” by 0.15

0.15 [Note: this value cannot be changed] 57,742,758

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period not counting those issued:

0 • Under an exception in rule 7.2 • Under rule 7.1A 0 • With security holder approval under rule 0 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items 0 “C”

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

placement capacity under rule 7.1
“A” x 0.15	57,742,758
Note: number must be same as shown in
Step 2
	0
Subtract“C”
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	57,742,758
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Appendix 3B New issue announcement

Part 2

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Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement
capacity is calculated
N/A
“A”
Note: number must be same as shown in
Step 1 of Part 1
Step 2: Calculate 10% of “A”
“D” 0.10
Note: this value cannot be changed
N/A
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
N/A
Insert number of equity securities issued or
agreed to be issued in that 12 month period
under rule 7.1A
Notes:
• This applies to equity securities – not
just ordinary securities
• Include here – if applicable – the
securities the subject of the Appendix
3B to which this form is annexed
• Do not include equity securities issued
under rule 7.1 (they must be dealt with
in Part 1), or for which specific security
holder approval has been obtained
• It may be useful to set out issues of
securities on different dates as separate
line items
N/A
“E”
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• See chapter 19 for defined terms.

Appendix 3B Page 12

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Appendix 3B New issue announcement

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

N/A “A” x 0.10 Note: number must be same as shown in Step 2 N/A Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” N/A Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012