BROOKSIDE ENERGY LIMITED — Share Issue/Capital Change 2012

Aug 7, 2012

==> picture [246 x 34] intentionally omitted <==

==> picture [473 x 68] intentionally omitted <==

----- Start of picture text -----

ASX Announcement
August 8, 2012
----- End of picture text -----

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

OPTIONS EXERCISED, LAPSED AND CANCELLED

Red Fork Energy Limited (“Red Fork” or the “Company”) wishes to advise the following changes in unlisted employee options:

• 95,000 options were exercised at $0.60 on 31 July 2012, the remaining 200,500 options exercisable at $0.60 on or before 31 July 2012 lapsed;

• 325,000 options exercisable at $1.20 on or before 30 November 2014 were cancelled;

Please find attached an updated Appendix 3B.

Yours faithfully

Directors

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

Suzie Foreman Company Secretary

ASX Code

RFE (Fully Paid Ordinary Shares)

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).

Class of securities issued or to be issued Number of +securities 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 + convertible securities, the conversion price and dates for conversion) + + 1 2 3 + securities, the amount outstanding and due dates for payment; if +	Fully paid ordinary shares
	95,000
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 1

01/08/2012

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? 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 5 Issue price or consideration 6 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 6b The date the security holder resolution under rule 7.1A was passed Number of securities issued without security holder approval under rule 7.1 Number of securities issued with security holder approval under rule 7.1A + 4 6a + 6c 6d + +	Yes
	$0.60 per share
	Issued on conversion of $0.60 unlisted options expiring 31 July 2012
	No
	Not applicable
	Not applicable
	Not applicable

• See chapter 19 for defined terms.

Appendix 3B Page 2

01/08/2012

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 entering securities into uncertificated holdings or despatch of certificates Number and class of all securities quoted on ASX (including the securities in section 2 if applicable) 6e + 6i 7 8 + + +	Not applicable	Not applicable
	Not applicable
	Not applicable
	Not applicable
	Not applicable
	31 July 2012
	Number	Class +
	310,324,853	Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

01/08/2012

Appendix 3B New issue announcement

Number and class of all securities not quoted on ASX (including the securities in section 2 if applicable) 9 + +	Number	Class +
	708,333 1,262,000 3,600,000 3,000,000 1,600,000 708,333 3,000,000	Options– ($0.45, 30 June 2014) Options– ($1.20, 30 November 2014) Performance Rights A Performance Rights B Options– ($0.65, 30 June 2014) Options– ($0.35, 30 June 2014) Performance Rights C

• 10 Dividend policy (in the case of a Not Applicable trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

==> picture [175 x 266] intentionally omitted <==

----- Start of picture text -----

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
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 4

01/08/2012

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

01/08/2012

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 rights trading will 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 at have ticked box 34(a)

Additio securities forming a new class of securities

Tick to in ate you are providing the information or document

• 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

01/08/2012

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

quotation is sought Class of securities for which quotation is sought Do the +securities 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 and class of all securities quoted on ASX (including the securities in clause 38) 39 40 + + + + + 42 38 Number of securities for which +
	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: 8 August 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

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the 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

Subtract the number of fully paid ordinary securities cancelled during that 12 month period

“A”

• 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”	0.15 [Note: this value cannot be changed]
Multiply “A” by 0.15
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: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 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
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract “C” Note: number must be same as shown in Step 3
Total [“A” x 0.15] –“C”	[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

01/08/2012

Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

==> picture [415 x 406] intentionally omitted <==

----- Start of picture text -----

“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
Multiply “A” by 0.10
Step 3: Calculate “E”, the amount of placement capacity under rule
7.1A that has already been used
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
“E”
----- End of picture text -----

• See chapter 19 for defined terms.

Appendix 3B Page 12

01/08/2012

Appendix 3B New issue announcement

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

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

• See chapter 19 for defined terms.

Appendix 3B Page 13

01/08/2012