BROOKSIDE ENERGY LIMITED — Director's Dealing 2011

May 18, 2011

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity	Red Fork Energy Limited
ABN	15 108 787 727

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	David Prentice
Date of last notice	9 May 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	(a) Mr David Prentice and Mrs Mirella Rosanna Prentice (D&M Prentice Superfund Account) Mr Prentice is a trustee and a beneficiary of the D&M Prentice Super A/C (b) David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust Mr Prentice is a trustee and a beneficiary of the D&M Prentice Family A/C (c)Ms Mikaela Dawn Prentice - (Mr David Prentice’s daughter) (d)Mrs Mirella Rosanna Prentice – (Mr David Prentice’swife)
Date of change	12 May 2011

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Direct 1,225,100 fully paid ordinary shares Indirect Mr David Prentice and Mrs Mirella Rosanna Prentice (D&M Prentice Superfund Account) 245,650 fully paid ordinary shares David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust 9,000 fully paid ordinary shares 600,000 options exercisable at 40 cents each expiring on 30 April 2012 600,000 options exercisable at 50 cents each expiring on 30 April 2013 600,000 options exercisable at 65 cents each expiring on 30 April 2014 600,000 options exercisable at 80 cents each expiring on 30 April 2015 600,000 options exercisable at $1.00 each expiring on 30 April 2016 Ms Mikaela Dawn Prentice - (Mr David Prentice’s daughter) 25,000 fully paid ordinary shares Mrs Mirella Rosanna Prentice – (Mr David Prentice’s wife) 208,000 fully paid ordinary shares
Class	Ordinary fully paid shares
Number acquired	(a) 18,258 Ordinary fully paid shares (b) 9,129 Ordinary fully paid shares (c) 3,652 Ordinary fully paid shares (d) 3,652 Ordinary fully paid shares
Number disposed	Nil
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	$11,101.12

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

Direct 1,225,100 fully paid ordinary shares Indirect Mr David Prentice and Mrs Mirella Rosanna Prentice (D&M Prentice Superfund Account) 263,908 fully paid ordinary shares David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust 18,129 fully paid ordinary shares 600,000 options exercisable at 40 cents each expiring on 30 April 2012 600,000 options exercisable at 50 cents each expiring on 30 April 2013 600,000 options exercisable at 65 cents each expiring on 30 April 2014 600,000 options exercisable at 80 cents each expiring on 30 April 2015 600,000 options exercisable at $1.00 each expiring on 30 April 2016 Ms Mikaela Dawn Prentice - (Mr David Prentice’s daughter) 28,652 fully paid ordinary shares Mrs Mirella Rosanna Prentice – (Mr David Prentice’s wife) 211,652 fully paid ordinary shares

Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation inbuy-back

Take up of ordinary shares pursuant to Share Purchase Plan

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part. Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a +closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	N/A
If prior written clearance was provided, on what date was this provided?	N/A

• See chapter 19 for defined terms.

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