BROOKSIDE ENERGY LIMITED — Major Shareholding Notification 2011

May 10, 2011

Sydney Melbourne

Brisbane

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Perth

Canberra

Darwin

11 May 2011

Australian Stock Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000

No of pages 4

Our reference 15087/80114683

Dear Sirs

Notice of Change of Interests of Substantial Holder - Red Fork Energy Limited

Attached is a Form 604 - Notice of change of interests of substantial holder in relation to Red Fork Energy Limited.

Yours faithfully

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Mark Williamson, Partner +61 2 9353 4196 mwilliamson@claytonutz.com

Attach

1 O'Connell Street, Sydney NSW 2000, Australia PO Box H3, Australia Square, Sydney NSW 1215, DX 370 Sydney

T +61 2 9353 4000, F +61 2 8220 6700

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604 page 1/2 4 May 2011

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme

Red Fork Energy Limited ("Company")

ACN/ARSN

108 787 720

1. Details of substantial holder (1)

Name Quantum Partners LP ("Quantum"), its related bodies corporate and the persons referred to in Annexure A (together the "Holders") ACN/ARSN (if applicable) Not applicable

There was a change in the interests of the substantial holder on 09/05/2011 The previous notice was given to the company on 01/04/2011 The previous notice was dated 01/04/2011

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a

relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power(5)	Person’s votes	Voting power(5)
Ordinaryshares	13,040,239	8.15%	46,875,000	18.44%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person’s votes affected
03/05/2011	Holders	Second tranche of private placement - 21 March 2011	$10,827,123.52	33,834,761 ordinary shares	33,834,761

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person’s votes
Holders	HSBC Custody Nominees (Australia)Ltd.	Quantum	See Annexure A	46,875,000 ordinary shares	46,875,000

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