EMERALD RESOURCES NL — AGM Information 2010

Oct 11, 2010

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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, 25 NOVEMBER 2010 AT

52 ORD 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 the 2010 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, 25 November 2010 LOCATION: 52 Ord Street, West Perth, Western Australia TIME: 9.00 am

BUSINESS

The business to be transacted at this Annual General Meeting is to receive the financial statements and reports and the proposal of Resolutions 1 to 3 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 2010 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 2010.”

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 ~ 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 10,000,000 fully paid ordinary shares to sophisticated investors and clients of RM 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:

• RM Capital Pty Ltd;

• HSBC Custody Nominees (Australia) Limited;

• A person who participated in the issue; 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

EMERALD OIL & GAS NL ACN 009 795 046

NOTICE OF ANNUAL GENERAL MEETING

• 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 12 October 2010.

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MICHAEL KRZUS Director

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.

Voting Entitlement

Emerald Oil & Gas NL (as convenor of the Meeting) has determined that a person’s entitlement to vote at the Meeting will, in accordance with Section 1109N of the Corporations Act, be the entitlement of that person set out in the register of members as at 7 pm Sydney time on 23 November 2010.

This means that any holder registered at 7 pm Sydney time on the 23[rd] day of November 2010 is entitled to attend and vote at the Meeting.

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 25 November 2009 at 52 Ord 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 2010 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 John Hannaford retires and seeks re-election.

Details regarding Mr Hannaford are set out in the 2010 Annual Report.

3. RESOLUTION 3 ~ RATIFICATION OF SHARE ISSUE

On 19 August and 30 August 2010 the Company announced it had agreed to issue a total of 10,000,000 shares at 20 cents per share. The shares were issued on 18 August and 27 August 2010 at $0.02 each raising $200,000.

The shares under resolution three were issued and allotted to sophisticated investors and clients of RM 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 2 cents per share;

• b) A total of 10,000,000 fully paid ordinary shares were issued. 5,000,000 were issued on 18 August and 5,000,000 were issued on 27 August 2010;

• c) The shares issued are fully paid and rank equally in all respects with the Company’s existing Shares;

• d) The purpose of issue was to supplement the ongoing working capital requirements of the Company, including paying the costs of the offer, participating in the drilling of a well on the North West Alice field, an ongoing review of opportunities in respect of the Company’s Appalachian projects, pursuit of remedies in respect of the NOXXE dealing, and funding the costs of seeking out, researching and reviewing new investment opportunities;

• e) The recipients were sophisticated investors and clients of RM Capital Pty Ltd as follows:

• HSBC Custody Nominees (Australia) Limited; and

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

Other:

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

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 52 Ord Street, West Perth, Western Australia on Thursday 25 November 2010 at 9.00 am and at any adjournment of that meeting.

IMPORTANT: FOR RESOLUTIONS 1 to 3 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 3 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 3 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 3.

Voting directions to your proxy - please markX Ordinary business Resolution 1 Approval of Remuneration Report Resolution 2 Re-election of Mr John Hannaford as a Director Resolution 3 Ratification of share issue	to indicate your directions 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 Securityholder 3 Director Director/Company Secretary Contact Daytime Telephone Date	Securityholder 3
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.

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 25 November 2010. Any Proxy Form received after that time (9.00am Tuesday, 23 November 2010) 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 Suite 2, 12 Parliament Place West Perth WA 6005