EMERALD RESOURCES NL — AGM Information 2008

Oct 22, 2008

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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 THURSDAY, 27 NOVEMBER 2008 AT THE MARQUE HOTEL, 24 MOUNT STREET, 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 the 2008 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: Thursday, 27 November 2008 LOCATION: Marque Hotel, 24 Mount Street, 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 4 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 2008 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 2008.”

RESOLUTION 2 ~ RE-ELECTION OF MR JEREMY SHERVINGTON AS A DIRECTOR

To consider and if thought fit, to pass the following resolution as an ordinary resolution: "That Mr Jeremy Shervington, 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 ~ RATIFICATION OF SHARE ISSUE

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

“That for the purposes of ASX Listing Rule 7.4 and all other purposes, the Shareholders hereby ratify and authorise the allotment and issue of 15,000,000 fully paid ordinary shares to sophisticated investors and clients of Azure Capital Pty Ltd on such terms and conditions as set out in Section 3 of the Explanatory Memorandum.”

VOTING EXCLUSION

In accordance with Rules 7.4, 7.5.6 and 14.11 of the Listing Rules the Company will disregard any votes cast on Resolution 3 by:

• Azure Capital Pty Ltd;

• A person who participated in the issue; and

• Any associate of the abovementioned person.

However this prohibition does not apply if:

• A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or

• A vote 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.

EMERALD OIL & GAS NL ACN 009 795 046

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 4 ~ APPROVAL FOR OPTIONS ISSUE TO AZURE CAPITAL PTY LTD

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

“That for the purposes of Listing Rule 7.1, the Shareholders hereby approve and authorise the issue of 2,000,000 options to Azure Capital Pty Ltd (or its nominees) for nil monetary consideration and exercisable at 25 cents each at any time on or before 31 May 2011, on such terms and conditions as set out in Section 4 of the Explanatory Memorandum.”

VOTING EXCLUSION

In accordance with Rules 7.1, 7.3.8 and 14.11 of the Listing Rules the Company will disregard any votes cast on Resolution 4 by:

• Azure Capital Pty Ltd;

• A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 4 is passed; and

• Any associate of the abovementioned persons.

However this prohibition does not apply if:

• A vote is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; or

• A vote 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.

DATED 23 October 2008.

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________
JOHN HANNAFORD
Director
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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.

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 Thursday 27 November 2008 at the Marque Hotel, 24 Mount Street, 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 2008 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. RESOLUTION 2 ~ RE-ELECTION OF DIRECTOR

Clause 3.6 of the Company’s 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 Jeremy Shervington retires and seeks reelection.

Details regarding Mr Shervington are set out in the 2008 Annual Report.

3. RESOLUTIONS 3 ~ RATIFICATION OF SHARE ISSUE

On 6 June 2008 the Company announced it had agreed to issue a total of 15,000,000 shares at 20 cents per share. The shares were issued on 13 June 2008 at $0.20 raising $3,000,000.

The shares under resolution one were issued and allotted to sophisticated investors and clients of Azure Capital Pty Ltd. All of the allottees where sophisticated investors and none of the allottees were related parties of the Company.

These shares were issued within the 15% limit permitted under Listing Rule 7.1 without shareholder approval. Ratification of this issue by shareholders is now sought under listing rule 7.4.

The terms of these shares are the same as the terms of all other ordinary shares in the capital of the Company and they rank, from the date of allotment, pari passu in all respects with all other shares in the capital of the Company.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Information required under listing rule 7.5:

• a) Issue price was 20 cents per share;

• b) A total of 15,000,000 fully paid ordinary shares were issued on 13 June 2008;

• c) the shares issued rank equally in all respects with the Company’s existing Shares;

• d) The purpose of issue was to provide funds for the Company’s drilling program at its Appalachian Gas Development Project in USA;

• e) The recipients were sophisticated investors and clients of Azure Capital Pty Ltd; and

• f) A voting exclusion statement is included in the Notice.

Other:

The directors recommend that shareholders vote in favour of Resolution 3.

4. RESOLUTIONS 4 ~ APPROVAL FOR OPTIONS ISSUE TO AZURE CAPITAL PTY LTD

The Company entered into an agreement with Azure Capital Pty Ltd in relation to a capital raising of 15 million shares in June 2008. Under that agreement the Company agreed to issue a total of 2 million options to Azure (or its nominees) upon successful completion of the placement, subject to shareholder approval being obtained.

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in general meeting is obtained. Without shareholder approval, the issue of the advisor options under resolution four would exceed the 15% limit prescribed by Listing Rule 7.1, and consequently, the Company seeks shareholder approval for this issue.

In compliance with Listing Rule 7.3 shareholders are hereby advised as follows:

• a) The total number of securities which may be allotted is up to 2,000,000 Options;

• b) Options will be issued to Azure Capital Pty Ltd (or its nominees) whom is not a

• related party;

• c) The options will be issued and allotted as soon as practicable after the general

• meeting and in any event within three months of the date of the meeting;

• d) The options will be issued for no monetary consideration and will have an exercise

• price of 25 cents and an expiry date of 31 May 2011;

• e) The purpose of the issue is to provide consideration for the advisory services provided by Azure Capital in relation to the Company’s private placement raising in May 2008;

• f) The terms and conditions of the Options are set out in Schedule 1; and

• g) A voting exclusion statement is included in the Notice.

Other:

The directors recommend that shareholders vote in favour of Resolution 4.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

SCHEDULE 1

Terms and Conditions of Adviser Options to be granted pursuant to Resolution 4

A summary of the proposed terms and conditions of the Options is as follows:

1. Each Option entitles the holder to acquire one fully paid ordinary share in the Company.

2. The Options may be exercised at any time until 31 May 2011. Each Option may be exercised by forwarding to the Company at its principal office the exercise notice, duly completed together with payment of the sum of twenty five cents (25c) per Option exercised.

3. The Options shall not be transferable.

4. There are no participating rights or entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 5 Business Days after the issue is announced. This will give Option holders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

5. Shares issued on the exercise of Options will be issued not more than fourteen (14) days after receipt of a properly executed exercise notice and application monies. Shares allotted pursuant to the exercise of an Option will rank equally with the then issued ordinary shares of the Company in all respects. The Company will not apply for quotation of the Options on ASX, however, it will, pursuant to the exercise of an Option, apply to ASX for quotation of the Shares issued as a result of the exercise, in accordance with the Corporations Act and the ASX Listing Rules.

6. In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company, all rights of the Option holder will be changed to the extent necessary to comply with the Listing Rules applying to the reconstruction of capital at the time of the reconstruction.

7. If there is a bonus issue to shareholders, the number of shares over which the Option is exercisable may be increased by the number of shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

8. In the event that a pro rata issue (except a bonus issue) is made to the holders of the underlying securities in the Company, the exercise price of the Options may be reduced in accordance with Listing Rule 6.22.

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 The Chairman Write here the name of the of the Meeting person you are appointing if this OR (mark with an person is someone other than ‘X’) 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 Marque Hotel, 24 Mount Street, Perth, Western Australia on Thursday 27 November 2008 at 9.00 am and at any adjournment of that meeting.

IMPORTANT: FOR RESOLUTIONS 1 to 4 BELOW

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 4 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 4 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 4.

Voting directions to your proxy - please mark X

to indicate your directions

Ordinary business Resolution 1 Approval of Remuneration Report Resolution 2 Re-election of Mr Jeremy Shervington as a Director Resolution 3 Ratification of Share Issue Resolution 4 Approval for Options Issue to Azure Capital Pty Ltd	For Against Abstain*
	� � � � � � � � � � � �

• 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	Securityholder 3
		Director/Company Secretary

Contact Name

Contact Daytime Telephone Date

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.

2. 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.

4. 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 Thursday 27 November 2008. Any Proxy Form received after that time (9.00am Tuesday, 25 November 2008) 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