EMERALD RESOURCES NL — AGM Information 2007

Oct 25, 2007

==> picture [258 x 77] intentionally omitted <==

EMERALD OIL & GAS NL ACN 009 795 046

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, 27 NOVEMBER 2007 AT THE EMERALD HOTEL, 24 MOUNT STREET,

WEST PERTH, WESTERN AUSTRALIA AT 9.00 AM

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay.

You are encouraged to attend the meeting, but if you cannot, you are requested to Complete and return the enclosed Proxy Form without delay to PO Box 902, West Perth, Western Australia, 6872, or by facsimile on facsimile number +618 9482 0505

EMERALD OIL & GAS NL ACN 009 795 046

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Annual general meeting of the members of Emerald Oil & Gas NL (“Emerald” or “the Company”) will be held on the date and at the location and time specified below:

DATE: Tuesday, 27 November 2007 LOCATION: Emerald Hotel, 24 Mount Street, West Perth, Western Australia TIME: 9.00 am

BUSINESS

The business to be transacted at this Annual General Meeting is the receival of the financial statements and reports and the proposal of Resolutions 1 to 5 as set out below.

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2007 together with the declaration of the directors, the directors’ report, and the auditor’s report.

RESOLUTION 1 ~ ADOPTION OF REMUNERATION REPORT (NON-BINDING)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

“That, for the purposes of Section 250R(2) of the Corporations Act and for all other purposes, the Company adopts the Remuneration Report as set out in the Director’s Report in the Annual Report for the year ended 30 June 2007.”

RESOLUTION 2 ~ RE-ELECTION OF MR JOHN HANNAFORD AS A DIRECTOR

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr John Hannaford, a Director of the Company, having retired in accordance with the Company's Constitution and, being eligible, offers himself for re-election as a Director of the Company.”

RESOLUTION 3 ~ RE-ELECTION OF MR BOB BERVEN AS A DIRECTOR

To consider and if thought fit, to pass the following resolution as an ordinary resolution:

"That Mr Bob Berven, a Director of the Company, having retired in accordance with the Company's Constitution and, being eligible, offers himself for reelection as a Director of the Company.”

SPECIAL BUSINESS:

RESOLUTION 4 ~ CANCELLATION OF SHARES

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That, subject to and conditional upon the passage of Resolution 5, and for the purposes of Section 256C(2) of the Corporations Act, approval be, and is hereby given, for the selective reduction of capital of the Company by the cancellation of 250,000 Shares held by Daytona Energy Corporation on the terms and conditions set out in the Explanatory Memorandum.”

RESOLUTION 5 ~ CANCELLATION OF SHARES

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a special resolution:

“That for the purposes of Subsection 256C(2) of the Corporations Act approval be and is hereby given by Daytona, some of whose Shares are to be cancelled, to the reduction of capital contemplated by Resolution 4 hereof.”

Voting Exclusion Note:

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

1. In accordance with section 256C of the Corporations Act the Company will disregard any votes cast on Resolution 4 by:

2. any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced;

3. any associate of the abovementioned persons.

4. The Company will disregard any votes cast in favour of Resolution 5 by any Shareholder none of whose Shares are to be cancelled pursuant to the Capital Reduction.

DEFINITIONS

Terms used in this Notice have the same meaning as defined in the accompanying Explanatory Memorandum which are deemed to be incorporated in this Notice.

NOTES

A member entitled to vote at this General Meeting is entitled to appoint a proxy to attend and vote for the member at the General Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at the General Meeting the member may appoint 2 proxies. If a member appoints 2 proxies and the appointment does not specify the proportion or number of the members votes each proxy may exercise, each proxy may exercise half of the votes. A proxy form is attached at the back of this booklet.

In accordance with regulations 7.11.37 and 7.11.38 of the Corporations Regulations, the directors have determined that a person’s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of members as at 6.00 pm Sydney time on 25 November 2007.

DATED 23 October 2007.

==> picture [195 x 85] intentionally omitted <==

________ JOHN HANNAFORD Director

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum forms part of a Notice convening a General Meeting of Shareholders of the Company to be held at 9.00 am on Tuesday 27 November 2007 at the Emerald Hotel, 24 Mount Street, West Perth, Western Australia. This Explanatory Memorandum is to assist Shareholders in understanding the background to and the legal and other implications of the Notice and the reasons for the Resolutions proposed.

1. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

In accordance with Section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report as set out in the Directors’ Report in the 2007 Annual Report as posted to Shareholders or available on the Company’s website be adopted by vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report prior to voting on Resolution 1.

2. RESOLUTIONS 2 & 3 – RE-ELECTION OF DIRECTORS

Clause 3.6 of the Constitution provides that one third of all the Directors shall retire from office at each annual general meeting of the Company. A retiring Director is eligible for re-election.

In accordance with the Constitution, Mr John Hannaford retires and seeks reelection.

Details regarding Mr Hannaford are set out in the 2007 Annual Report.

Mr Berven have not been appointed by the Company at an annual general meeting of the Company and accordingly they retire and seek re-election.

In accordance with the Constitution, Mr John Hannaford retires and seeks reelection.

Details regarding Mr Berven are set out in the 2007 Annual Report.

3. RESOLUTIONS 4 & 5 ~ CANCELLATION OF SHARES

• 3.1 On 5 July 2007 the Company announced that it had reached a new Agreement with Daytona in relation to the Company’s participation in the Pandura Project. In addition, the Company and Daytona agreed to terms in relation to 750,000 Shares that have previously been issued to Daytona. Under the agreed terms:

• (a) Daytona would immediately surrender 250,000 Shares for cancellation and voluntary escrow the remaining 500,000 Shares until the timing of spudding the Kathleen Marie # 2 had been determined;

• (b) if the Kathleen Marie # 2 well is spudded by 30 September 2007, then Daytona would retain 500,000 of the Shares held by it;

• (c) if the Kathleen Marie # 2 well was spudded after 30 September 2007 but before 15 October 2007, Daytona would retain 250,000 of the Shares held by it; and

• (d) if the Kathleen Marie # 2 well was not spudded by 15 October 2007, all 750,000 Shares held by it would be surrendered.

On 27 August 2007 the Company announced the spudding of the Kathleen Marie # 2 well. Resolution 4 therefore seeks shareholder approval for the cancellation of 250,000 Shares held by Daytona as referred to in (a) above.

Resolution 5 is designed to fulfil the requirements of Subsection 256C(2) of the Corporations Act insofar as that Subsection requires that the reduction must also be approved by a meeting of those Shareholders whose Shares are to be cancelled.

3.2 Chapter 2J of the Corporations Act

Chapter 2J of the Corporations Act provides authority for a company to reduce its share capital.

The Corporations Act distinguishes between an “equal reduction” and a “selective reduction”. The relevant definitions are:

“The reduction is either an equal reduction or a selective reduction. The reduction is an equal reduction if:

• (a) it relates only to ordinary shares; and

• (b) it applies to each holder of ordinary shares in proportion to the number of ordinary shares they hold; and

• (c) the terms of the reduction are the same for each holder of ordinary shares.

Otherwise, the reduction is a “selective reduction”.

The Corporations Act provides in subsection 256B(1) that:

“A company may reduce its share capital in a way that is not otherwise authorized by law if the reduction:

• (a) is fair and reasonable to the company’s shareholders as a whole; and

• (b) does not materially prejudice the company’s ability to pay its creditors; and

• (c) is approved by shareholders under section 256C.”

Subsection 256C(2) of the Corporations Act is as follows:

“Special shareholder approval for selective reduction:

If the reduction is a selective reduction, it must be approved by either:

• (a) a special resolution passed at a general meeting of the company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced, or by their associates; or

• (b) a resolution agreed to, at a general meeting, by all ordinary shareholders.

If the reduction involves the cancellation of shares, the reduction must also be approved by a special resolution passed at a meeting of the shareholders whose shares are to be cancelled.”

Resolution 4 therefore is designed to fulfil the requirements of Subsection 256C(2) of the Corporations Act.

Resolution 5 is designed to fulfil the requirements of Subsection 256C(2) of the Corporations Act insofar as that Subsection requires that the reduction must also be approved by a meeting of those Shareholders whose Shares are to be cancelled.

In essence, the reason why the Capital Reduction is proposed is that it gives effect to the terms of the Agreement.

Subsection 256C(4) of the Corporations Act requires that a notice of meeting in respect of a “selective reduction” must also contain all known information that is material to the decision on how to vote.

All such information is considered to be contained in the Notice and the Explanatory Memorandum.

ASIC Policy

The Australian Securities Commission issued a Practice Note (Practice Note 29) in relation to “selective capital reductions” in which it sets out its views on what information should be provided to shareholders by a company which is proposing a selective capital reduction. It is assumed that the ASIC (the successor to the Australian Securities Commission) adopts the views expressed in that Practice Note. The information set out hereunder and elsewhere in this Explanatory Memorandum is intended to comply with the relevant views expressed by the Australian Securities Commission in Practice Note 29:

1. This Explanatory Memorandum contains all information known to the Company and to the Directors at the date of this Notice to be material to the making of the decision by the Shareholders who are entitled to vote on Resolutions 4 and 5.

2. Set out hereunder are the interests of Directors in terms of:

3. (a) the securities affected by the Capital Reduction;

4. (b) the securities of the Company generally; and

5. (c) any general interest in the broad proposal to be effected.

6. The Directors have resolved to forward this Notice and Explanatory Memorandum to Shareholders for approval.

The Directors have no interests in the Shares affected by the Capital Reduction.

Set out in the table below are details of each of the Directors' relevant interests in the securities of the Company as at the date of this Explanatory Memorandum:

Director	Relevant Interest in Existing Shares	Interest in Existing Options
JeremyShervington	1,437,982	2,905,559
John Hannaford	2,649,613	3,100,000
Bob Berven	3,319,054	1,100,000

1. The Directors each recommend that Shareholders vote for Resolution 4 because passage thereof will facilitate the fulfilment of the Agreement.

2. There are no benefits “in relation to the Capital Reduction” that are being offered or will be offered to any person which are not being offered to all Shareholders.

3. No person will receive consideration as part of the Capital Reduction and no person will have any liability to pay amounts unpaid on Shares reduced as part of the Capital Reduction. Accordingly it is not proposed that any Shareholder will be precluded from voting on Resolution 4.

4. None of the Shareholders whose Shares are not being cancelled will be entitled to vote on Resolution 5.

5. The Capital Reduction will not of itself have any effect on the capacity of the Company to pay its existing liabilities. The only effects on the financial or capital structure of the Company will be to:

6. (a) cancel 250,000 Shares; and

7. (b) reduce the Company’s paid up capital at the time of the cancellation by $50,000.

The Capital Reduction will have no impact, however, on the Company’s ability to pay its creditors as the Capital Reduction will have no effect on the assets and liabilities of the Company at the time of the Capital Reduction.

4. DEFINITIONS

In this Explanatory Memorandum:

“Agreement” means the agreement with Dayton described in Section 3.1;

“ASIC” means Australian Securities and Investments Commission;

“ASX” means Australian Stock Exchange Limited ACN 008 624 691;

“Capital Reduction” means the cancellation of 250,000 Shares held by Daytona pursuant to Resolutions 4 and 5 and in accordance with the terms of the Agreement;

“Chairman” means the chairman of the Meeting;

“Company” means Emerald Oil & Gas NL ACN 009 795 046;

“Constitution” means the constitution of the Company as amended from time to time;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Daytona” means Daytona Energy Corporation;

“Director” means a director of the Company;

“Directors’ Report” means the directors’ report for the financial year ended 30 June 2007 provided to Shareholders;

“Existing Options” means the options to acquire Shares in the Company on issue at the date of this Notice;

“Existing Shares” means the Shares on issue by the Company at the date of this Notice;

“Explanatory Memorandum” means this explanatory memorandum;

“Listing Rules” means the official listing rules of the ASX;

“Meeting” means the meeting of Shareholders convened by this Notice;

“Notice” and “Notice of Meeting” means the notice of meeting to which this Explanatory Memorandum is attached;

“Pandura Project” means the Pandura project located in Webb County, Texas, USA to which the Company is a participant;

“Remuneration Report” means the remuneration report relating to the financial year ended 30 June 2007 and provided to Shareholders;

“Resolution” means a resolution set out in this Notice and “Resolutions” has a corresponding meaning;

“Section” means a section of this Explanatory Memorandum;

“Share” means an ordinary fully paid share in the capital of the Company and

“Shareholder” has a corresponding meaning.

PROXY FORM

Emerald Oil & Gas NL ACN 009 795 046

All correspondence to: Emerald Oil & Gas NL PO Box 902 West Perth WA 6872 Phone: 08 9482 0510 Facsimile: 08 9482 0505

I/We

(insert name of holder – please print)

Of

(insert address of holder – please print)

Appointment of Proxy

I/We being member/s of Emerald Oil & Gas NL and entitled to attend and vote hereby appoint

==> picture [35 x 32] intentionally omitted <==

The Chairman Write here the name of the person you of the Meeting are appointing if this person is someone OR (mark with an ‘X’) other than the Chairman of the Meeting

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Emerald Oil & Gas NL to be held at The Constitutional Centre, Havelock Street, West Perth, Western Australia on Tuesday 27 November, 2007 at 9.00 am and at any adjournment of that meeting.

IMPORTANT: FOR RESOLUTIONS 1 to 5 BELOW

==> picture [35 x 47] intentionally omitted <==

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Items 1 to 5 below, please place a mark in this box. By marking this box you acknowledge that the Chairman of the Meeting may exercise your proxy even if he has an interest in the outcome of that Item and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Items 1 to 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Items 1 to 5.

Items 1 to 5.	Items 1 to 5.
Voting directions to your proxy - please		X	to indicate your directions
mark
Ordinary					For	Against			Abstain*
business
Resolution 1	Approval of Remuneration Report
Resolution 2	Re-election of Mr John Hannaford as a Director
Resolution 3	Re-election of Mr Bob Berven as a Director
Resolution 4	Cancellation of Shares
Resolution 5	Cancellation of Shares

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Securityholder 1 Sole Director and Sole Company Secretary	Securityholder 2 Director Contact Daytime Telephone	Securityholder 3
		Director/Company Secretary Date
Contact Name

How to complete the Proxy Form

1. Your Name and Address

This is your name and address as it appears on the company’s share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

1. Appointment of a Proxy If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.

3. Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

1. Appointment of a Second Proxy You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form.

To appoint a second proxy you must:

• (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

• (b) return both forms together in the same envelope.

5. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, all of the securityholders should sign. Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address given below not later than 48 hours before the commencement of the meeting scheduled for 9.00 am on Tuesday 27 November 2007. Any Proxy Form received after that time (9.00am Sunday, 25 November 2007) will not be valid for the scheduled meeting.

Documents may be lodged:

By mail By facsimile – Emerald Oil & Gas NL OR Within Australia (08) 9482 0505 PO Box 902 Outside Australia +618 9482 0505 West Perth WA 6872 or in person – Emerald Oil & Gas NL Level 2, 16 Altona Street West Perth WA 6005