BROOKSIDE ENERGY LIMITED — Director's Dealing 2013

May 2, 2013

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	15 December 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.	1. David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust; and 2. D&M Prentice Superfund. Mr Prentice is a trustee and a beneficiary of the D&M Prentice Family Trust and D&M Prentice Superfund.
Date of change	1 May 2013

• 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): 263,908 fully paid ordinary shares; 500,000 Performance Rights A; 500,000 Performance Rights B; 500,000 Performance Rights C. David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust: 18,129 fully paid ordinary shares; 500,000 Performance Rights A; 500,000 Performance Rights B; 500,000 Performance Rights C. Ms Mikaela Dawn Prentice - (Mr David Prentice’s daughter): 18,652 fully paid ordinary shares Luke Michael Prentice – (Mr David Prentie’s son): 18,652 fully paid ordinary shares Mrs Mirella Rosanna Prentice – (Mr David Prentice’s wife): 203,000 fully paid ordinary shares
Class	Fully paid ordinary shares
Number acquired	1,000,000
Number disposed	Not applicable.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil consideration. Conversion of Performance Rights A into fully paid ordinary shares as a result of vesting criteria being met.
Class	Performance Rights A
Number acquired	Not applicable.
Number disposed	1,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil consideration.

• 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; 500,000 Performance Rights B; 500,000 Performance Rights C. David Prentice & Mirella Rosanna Prentice ATF the D&M Prentice Family Trust: 1,018,129 fully paid ordinary shares; 500,000 Performance Rights B; 500,000 Performance Rights C. Ms Mikaela Dawn Prentice - (Mr David Prentice’s daughter): 18,652 fully paid ordinary shares Luke Michael Prentice – (Mr David Prentie’s son): 18,652 fully paid ordinary shares Mrs Mirella Rosanna Prentice – (Mr David Prentice’s wife): 203,000 fully paid ordinary shares At the time of conversion 500,000 performance rights were transferred from the D&M Prentice Superfund Account to the D&M Prentice Family Trust.

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

Conversion of performance rights pursuant to Red Fork Performance Rights Plan. Issue to related parties approved by shareholders on 30thNovember 2011.

• 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 Not applicable 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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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	Bruce Miller
Date of last notice	15 December 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.	1. Nathan J. Miller – Bruce Miller’s son; 2. Sarai C. Powell – Bruce Miller’s daughter; and 3. Bruce A. & Lynne R. Miller – Lynne is Bruce Miller’s wife.
Date of change	1 May 2013

• 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	Indirect Lynne Miller (Bruce Miller’s wife): 39,746 fully paid ordinary shares Connor Wallace (Bruce Miller’s son): 10,000 fully paid ordinary shares Bruce A. & Lynne R. Miller: 533,000 fully paid ordinary shares; 900,000 Performance Rights A; 900,000 Performance Rights B; 900,000 Performance Rights C. Nathan J. Miller (Bruce Miller’s son): 50,000 Performance Rights A; 50,000 Performance Rights B; 50,000 Performance Rights C. Sarai C. Powell (Bruce Miller’s daughter): 50,000 Performance Rights A; 50,000 Performance Rights B; 50,000 Performance Rights C.
Class	Fully paid ordinary shares
Number acquired	1,000,000
Number disposed	Not applicable.
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil consideration. Conversion of Performance Rights A into fully paid ordinary shares as a result of vesting criteria beingmet.
Class	Performance Rights A
Number acquired	Not applicable.
Number disposed	1,000,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil consideration.

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

No. of securities held after change

Indirect Lynne Miller (Bruce Miller’s wife): 39,746 fully paid ordinary shares Connor Wallace (Bruce Miller’s son): 10,000 fully paid ordinary shares Bruce A. & Lynne R. Miller: 1,433,000 fully paid ordinary shares; 900,000 Performance Rights B; 900,000 Performance Rights C. Nathan J. Miller (Bruce Miller’s son): 50,000 fully paid ordinary shares; 50,000 Performance Rights B; 50,000 Performance Rights C. Sarai C. Powell (Bruce Miller’s daughter): 50,000 fully paid ordinary shares; 50,000 Performance Rights B; 50,000 Performance Rights C.

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

Conversion of performance rights pursuant to Red Fork Performance Rights Plan. Issue to related parties approved by shareholders on 30thNovember 2011.

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 Not Applicable 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

• See chapter 19 for defined terms.

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Appendix 3Y Change of Director’s Interest Notice

Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

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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