EMERALD RESOURCES NL — Capital/Financing Update 2008

Jan 23, 2008

==> picture [179 x 55] intentionally omitted <==

Level 2, 16 Altona Street West Perth WA 6005 Ph: 08 9482 0500 Fx: 08 9482 0505 Email: info@emeraldoilandgas.com www.emeraldoilandgas.com

24 January 2007

Centralised Company Announcements Platform Australian Stock Exchange 10[th] floor, 20 Bond Street Sydney NSW 2000

APPENDIX 3B – PRIVATE PLACEMENT

With reference to the private placement announced on 17 January 2008, an Appendix 3B for tranche 1 of the placement is attached.

Yours faithfully,

==> picture [162 x 70] intentionally omitted <==

John Hannaford Company Secretary

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Emerald Oil & Gas NL

ABN 72 009 795 046

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).

1 +Class of +securities issued or to be Ordinary Shares issued 2 Number of +securities issued or to a) 4,500,000 shares be issued (if known) or maximum b) 4,500,000 Listed 20 cent Options expiring 31 May 2008 number which may be issued To be issued under 15% share issue capacity 3 Principal terms of the +securities a) Ordinary Shares - will rank equally with ordinary shares from the (eg, if options, exercise price and date of allotment. expiry date; if partly paid +securities, the amount outstanding b) Listed Options - Exercisable at $0.20 on or before 31 May 2008. and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 2

24/10/2005

• 4 Do the +securities rank equally in all Yes 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 a) Shares issued at 9 cents each b) Listed options issued free

• 6 Purpose of the issue To provide working capital for the company and (If issued as consideration for the continue the exploration programme in USA and acquisition of assets, clearly identify Australia. those assets)

• 7 Dates of entering +securities into 23 January 2008 uncertificated holdings or despatch of certificates

• Number +Class

• 8 Number and +class of all 55,226,367 Ord +securities quoted on ASX (including the securities in clause 2 40,105,627 Listed Options exercisable at if applicable) 20 cents each on or before 31 May 2008

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	11,393,006 661,638 1,500,000 2,000,000 2,000,000 325,000	Ord Shares Unlisted Options exercisable at 17.68c each expiring on 22 December 2010 Unlisted Options exercisable at 25c each expiring on 28 February 2010 Unlisted Options exercisable at 25c each expiring on 31 December 2008 Options exercisable at 30c each expiring on 31 December 2009 ESOP Options exercisable at 25c each expiring on 31 December 2009

• 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder	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

• See chapter 19 for defined terms.

Appendix 3B Page 4

24/10/2005

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 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

Appendix 3B New issue announcement

broker? 31 How do +security holders sell part of their entitlements through a broker and accept for the balance?

• 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) Y 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 that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 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

Entities that have ticked box 34(b)

• See chapter 19 for defined terms.

Appendix 3B Page 6

24/10/2005

38	Number of securities for which
	+quotation is sought
39	Class of +securities for which
	quotation is sought
40	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 +Class

42 Number and[+] class of all[+] securities quoted on ASX (including the securities in clause 38)

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: 24 January 2008 (Director/Company secretary) Print name: Morgan Barron

• See chapter 19 for defined terms.

Appendix 3B Page 8

24/10/2005