BROOKSIDE ENERGY LIMITED — Capital/Financing Update 2012

Aug 9, 2012

Equity Raising Presentation August 2012

Forward-looking Statements

This presentation contains forward-looking statements that are subject to risk factors associated with the oil and gas business. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a variety of variables and changes in underlying assumptions that could cause actual results or trends to differ materially, including but not limited to exploration and appraisal drilling, operating and production results, estimates of resources and reserves, competition, environmental risks, legislative risks, access to capital, project delay or advancement, approvals, cost estimates, price fluctuations and demand. Investors should undertake their own analysis and seek advice from their professional advisor before deciding to invest in Red Fork Energy Limited.

Reserve Certification

The independent certification of the reserves outlined in this presentation was undertaken by Lee Keeling & Associates, Inc. (Lee Keeling). Lee Keeling are engaged each year by the Company to review and prepare a report on the Company’s oil and gas reserves. Lee Keeling are petroleum consultants based in the United States with offices in Tulsa and Houston. Lee Keeling provide specific engineering services to the oil and gas industry and consult on all aspects of petroleum geology and engineering for both domestic and international projects and companies. Lee Keeling have consented to the release of this reserves information.

Corporate Overview

Oklahoma based independent oil and gas exploration and production company

Project	Reserves Category	Oil	Gas	Equivalent
		(mmb)	(Bcf)	(mmboe)
Gas & legacy assets1.	Proved + Probable + Possible	2.6	136.5	25.4
Core Mississippian 2.	Awaiting Certification

One-year share price performance

1. Independently certified as at 30 June, 2011

2. Expected September quarter 2012

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Capitalization
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Top shareholders

	Pre-raising	Post-raising pro-forma
Shares on issue	310.3 mm	384.9 mm
Unlisted options & Perf. Rights1	14.5 mm	14.5 mm
Last share price2 (A$)	$0.725	$0.725
Placement Price (A$)	$0.67	$0.67
Market cap3 (A$mm)	$207.9	$257.9
Debt (A$mm)	Nil	Nil
Cash4 (A$mm)	~$22.2	~$72.2
Enterprise value (A$mm)	$185.7	$185.7

1. Option exercise prices range from $0.35-$1.20, with exercise dates of June to November 2014 2. As at 7 August, 2012

2. Market capitalisation at Placement price of $0.67 per share

3. Calculated on a fully diluted basis assuming all options and rights vest.

4. Pro-forma as at 30 June, 2012 and before Placement costs. Assumed FX rate of 1.00 USD = 1.00 AUD

Equity Raising Overview

	Offer Structure	• Underwritten conditional placement of 74.63 million shares to be quoted on the ASX • Placement to raise A$50.0 million (prior to costs) • Placement is conditional upon shareholder approval at an Extraordinary General Meeting
	Pricing	• Fixed price of A$0.67 per share
	Discount	• Discount to the 7th August closing price of $0.725 – 7.6% • Discount to the 5-dayVWAP – 8.3% • Discount to the 10-day VWAP – 8.6%
	Use of Funds	• Fund further aggressive development of the Big River (Mississippian) Project • Fund on-going leasing and potential lease acquisitions within the Mississippian Play • Working capital
	Lead Manager	• Euroz Securities
	Post Raising	• Cash on hand of A$72.2mm (pro-forma, 30 June 2012, prior to costs) • Shares on issue of 384.9 mm • Market capitalisation of A$257.9 mm @ Placement issueprice
	Indicative Timetable	• Extraordinary General Meeting, Thursday 13 September 2012 • Settlement, Friday 14 September 2012

Investment Summary

• Proven oil play, statistical development not exploration

• Transitioning to fast-track development

• High Working and Net Revenue interests

• Operate and control ramp-up

• Significant and expanding experienced Oklahoma based team

• Production growth expected with increase from two to four rigs over next 9 months

• Initial independently certified Mississippian reserves expected in September quarter

• Focused on Mississippian development, however deeper Woodford potential is being exploited by surrounding operators

Unit Rig #19 drilling the State #1-13H well

Highlights Year Ended June 2012

• Mississippian acreage increased to ~75,000 net acres (50% increase up from 50,000 net acres)

• 10 development areas planned across five key counties in the Eastern Limb of the Mississippian play

• Significant infrastructure (commercial produced water gathering and disposal systems and gas th i t l es a t bli s h e d an d ti i

• ga er ng o sa es ) opera ng n two development areas

• Demonstrated operating capability

• Nine horizontal Mississippian wells drilled (four completed for production, three awaiting completion and two currently drilling)

• Wells deliver strong production results

• Stacked play potential with horizontal Woodford oil activity increasing adjacent to Red Fork’s holdings

Tasman #1-15H and McMurtry #1-22H well heads

The Mississippian Play

• The Mississippian limestone oil and liquids rich gas bearing system (“Mississippi Lime”) is found in northern Oklahoma and southern Kansas

• Exploitation not exploration – application of contemporary horizontal drilling and completion techniques to a conventional carbonate reservoir

• Chesapeake kicked off activity in the play in 2007 with the Howell and Serenity wells in Woods County, Oklahoma

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Red Fork Energy
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• Play continues to expand, with more than 870 horizontal wells drilled in the play to date

• Currently c. 75 rigs active in the play

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Source: SandRidge Energy, Inc.
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Premier On-shore US Oil Play

• Vast resource potential – covering in excess of 17mm acres across the whole play

• Proven, commercial trend which has produced from thousands of vertical wells for more than 50 years

• Stacked play potential

• Very well understood due to the large amount of vertical well data

• provides for extensive reservoir control through area correlation and facies distribution and continuity

• Shallow depths c. 4,500 to 7,000 ft.

• Gross thickness of up to 700 ft., with productive interval typically 50 to 200 ft. thick

• very good porosity and permeability has been confirmed from existing vertical production

• naturally fractured, and horizontal drilling increases the probability of encountering more fractures

• High liquids content c. 70% (Eastern Limb)

• Produces light sweet crude and high BTU gas

• Abundant industry equipment and extensive infrastructure to service the play

Mississippi Lime in a road cutting, near Branson MO

Mississippian Economics

• 204 Mbbl (100% Crude) (45%)

• 1,512 MMcf (55%)

• 456 Total Mboe

• � $3.2 MM/well[(1)]

• 275 Boe/d 30 day IP

• � - NPV 10 $4 , 996 M[(2)]

• ~ 77% IRR[(2)]

Notes and Assumptions

1. Includes infrastructure capex

2. NYMEX Strip as of 31 July 2012

Source: SandRidge Energy Inc. - August 2012 Investor Presentation

Note : Red Fork’s acreage is located in the Eastern Limb of the Mississippian Play where gas to oil ratios are typically lower.

Mississippian Play – Eastern Limb

Red Fork Energy holds ~75,000 (net) high-grade acres within the highlighted townships

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10
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Red Fork Strategically Positioned

• Acreage leased for drilling locations

• � Focused in counties where >90% of the historical vertical producers were classified as oil wells

• Targeted specific (640 acre) sections offsetting areas of good historical vertical production and low gas to oil ratio (GOR)

• Contiguous blocks with control to facilitate development

Results Support the Model

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Well Path – Cross Section View
McMurtry #1-21H (Currently testing)
� Peak Rate 712Boe per day
� IP-23 470Boe per day
Well Path – Cross Section View
Tasman #1-15H (Awaiting completion)
� ~3,500 feet Net Pay
� Awaiting Completion
12
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Results to Date

Well Name	RFE WI1	RFE NRI2	Status	Peak Rate (Boe/day)3	30-day (Boe)
Tahara #1-28H	100.0%	81.25%	Producing	283	139
Abunda #1-21H	100.0%	81.25%	Testing4	n/a	n/a
McMurtry#1-21H	62.2%	50.54%	Testing	712	4705
Blair #1-24H	92.7%	75.32%	Producing	400	6 273
McMurtry#1-22H	59.2%	48.10%	AwaitingCompletion
Bunch #1-19H	94.9%	77.11%	AwaitingCompletion
Tasman #1-15H	92.0%	74.75%	AwaitingCompletion
State #1-16H	56.0%	45.50%	Drilling
State #1-13H	50.0%	40.63%	Drilling

Notes & Assumptions;

1. Red Fork’s Working Interest

2. Red Fork’s Net Revenue Interest

3. Equivalent barrels rate is calculated on a 6:1 ratio

4. Well is testing

5. 23-day average

6. 21-day average

Performance V’s Type Curve

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$1,400
$1,200
Tahara #1-28 McMurtry #1-21 Blair #1-24 Type Curve
$1,000
$800
$ 600
$400
$200
$0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24
Months
S$,000
U
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Notes & Assumptions

1. Pricing is US$86 per bbl flat and US$3.00 per Mcf escalated to a max. of US$5.40 (plus a bonus for liquids)

2. Type curve is NSAI SD curve normalized for BOE and pricing 3. RFE wells ~80% crude oil

Indicative Development Schedule

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50 Actual Indicative drilling schedule 5
45
40 4
35
30 3
25
20 2
15
10 1
5
0 0
2011 1st 1/2 2012 2nd 1/2 2012 2013 2014 2015 2016
Development Wells 0 0 0 0 0 6 36
HBP Wells 2 4 10 36 36 30 0
Rigs Operating 1 2 3 4 4 4 4
15
s ng Rigs
Well # Operati
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Forward Activity

	H2 CY 2012	H2 CY 2012	CY 2013	CY 2013	CY 2013	CY 2013
	Sep Qtr	Dec Qtr	Mar Qtr	Jun Qtr	Sep Qtr	Dec Qtr
Mississippian Project
Production
Maiden Reserves
Mississippian Drilling
Area 1 (9 wells)
Area 2 (10 wells)
Area 3 (2 wells)
Area 4 (9 wells)
Area 6 (3 wells)
Area 8 (10 wells)
Area 9 (3 wells)
Operated Drilling Rigs
2 Rigs
3 Rigs
4 Rigs

Potential drilling locations (subject to change)

Additional Play Potential

• Multiple productive lithology's

• High porosity chert “Chat”

• Siliceous limestone (medium porosity)

• Fractured limestone (lower porosity)

• Significant open or partially healed fractures

• Currently completing only in upper ½ of the Mississippian section

• Woodford (in the oil window) TOC up to 10% is a great source

• Wilma 1-16H (DVN) horizontal Woodford test achieves initial rate of 353bbls oil and 262mcf gas

• Red Fork yet to complete in Woodford

• Other operators experiencing similar success

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Mu
Permian
Virgilian
Missourian
Pennsylvanian
Desmoinesian
Atokan
Morrowan
Chesterian
Meramecian
Mississippian
Osagean Sig
Kinderhookian
Woodford
Devonian
Wo
Silurian
Sylvan
Ordovician
Viola
Arbuckle
Cambrian
Precambrian
Productive Zones Primary Objective Secondary Objective
Source: Devon Energy
NYSE DVN d
Hunton
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Summary

• Red Fork Energy continues to build on its significant position in one of the premier onshore United States horizontal oil plays

• additional high-grade acreage has been added and leasing initiatives continue

• initial development wells successful with positive initial flows confirming quality of the reservoir in the oilier part of the play

• the play has become a key focus area for several leading US independents

• competitive economics when compared against the more established horizontal plays

• Focus on initial Mississippian development program, participate in non-operated opportunities, establish production and initial reserve position and continue to expand the current acreage position

• Red Fork Energy presents an early stage entry into one of the most exciting new liquids plays in the US and is underpinned by core producing assets

Produced Water handling facilities Development Area 2, Noble County OK

Board & Exec. Management

• Red Fork is a independent oil and gas exploration and production company focused on the mid-continent of the United States

• Very experienced Board and Senior Management team based in Tulsa, Oklahoma

Board of Directors Michael Fry Chairman of the Board

David Prentice Managing Director

Perry Gilstrap

Exec. Director Operations President – US Operating Sub.

Bruce Miller

Exec. Management Kevin Humphrey Chief Financial Officer

Chris Girouard

Senior Vice President Land

John Marshall

Vice President Operations

Suzie Foreman

Company Secretary

Exec. Director Resources

• Operating its properties in Oklahoma with expertise across Engineering (including mid-stream), Geology, Land & Legal and Accounting

Steve Miller

Non Exec. Director

International Offer Restrictions

This document does not constitute an offer of new ordinary shares ("New Shares") of the Company in any jurisdiction in which it would be unlawful. New Shares may not be offered or sold in any country outside Australia except to the extent permitted below.

	HONG KONG	WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the "Companies Ordinance"), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to "professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities . The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.
	NEW ZEALAND	This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The New Shares are not being offered or sold in New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept a placement of New Shares other than to: • persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or • persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of the Company ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

International Offer Restrictions

	SINGAPORE	This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division 1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicable provisions of the SFA. This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an "institutional investor" (as defined in the SFA) or (iii) a "relevant person" (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above, please return this document immediately. You may not forward or circulate this document to any other person in Singapore. Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.
	UNITED KINGDOM	Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been published or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to "qualified investors" (within the meaning of section 86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom. Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) of FSMA does not apply to the Company. In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 ("FPO"), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together "relevant persons"). The investments to which this document relates are available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
	UNITED STATES	This announcement has been prepared for publication in Australia and may not be released or distributed in the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this announcement have not been, and will not be, registered under the US Securities Act of 1933 (as amended) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration of the US Securities Act and applicable US state securities laws.