EMERALD RESOURCES NL — Capital/Financing Update 2011

Jun 28, 2011

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Suite 2, 12 Parliament Place West Perth WA 6005 Ph: 08 9482 0510 Fx: 08 9482 0505 Email: info@emeraldoilandgas.com www.emeraldoilandgas.com

29 June 2011

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

APPENDIX 3B – ISSUE OF SECURITIES

Please find attached an Appendix 3B for the issue of shares and options in relation to the Company’s private placement as approved by shareholders on 1 April 2011.

Yours sincerely,

For and on behalf of Emerald Oil & Gas NL

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Mike Krzus

Managing Director

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 a) Ordinary Shares issued b) Unlisted options c) Unlisted options 2 Number of[+] securities issued or to a) 48,900,000 be issued (if known) or maximum b) 41,800,000 number which may be issued c) 50,000,000 3 Principal terms of the[+] securities a) Fully paid ordinary shares (eg, if options, exercise price and b) Unlisted options exercisable at $0.05 each expiring on 30 expiry date; if partly paid April 2014 +securities, the amount outstanding c) Unlisted options exercisable at $0.05 each expiring on 28 and due dates for payment; if June 2014 +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 2

4 Do the[+] securities rank equally in all a) Yes. respects from the date of allotment b) No. Shares issued upon exercise of options with an existing[+] class of quoted will rank equally with existing ordinary +securities? shares. c) No. Shares issued upon exercise of options If the additional securities do not will rank equally with existing ordinary rank equally, please state: shares.

• 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)

a) $0.05 per share b) Nil c) Nil a) Working capital and fees for capital raising services. b) Fees for capital raising and underwriting services. c) Transaction options as approved by shareholders at General Meeting on 1 April 2011.

7 Dates of entering[+] securities into 28 June 2011 uncertificated holdings or despatch of certificates

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Number +Class
785,309,196 Fully Paid Ordinary Shares
Number and [+] class of all [+] securities quoted on
8 ASX ( including the securities in clause 2 if
applicable) 78,744,568 Listed Options exercisable at
5c each expiring on 31 August
2012
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• See chapter 19 for defined terms.

Appendix 3B Page 3

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
	5,000,000 11,661,115 117,600,000 50,000,000	Options exercisable at 10c each expiring on 31 March 2014 Unlisted Options exercisable at 10c each expiring on 30 June 2012 Unlisted Options exercisable at 5c each expiring on 30 April 2014 Unlisted Options exercisable at 5c each expiring on 28 June 2014

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

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 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

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 broker?

• See chapter 19 for defined terms.

Appendix 3B Page 5

Appendix 3B New issue announcement

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) 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)

38 Number of securities for which +quotation is sought

• See chapter 19 for defined terms.

Appendix 3B Page 6

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)

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

Number +Class

• See chapter 19 for defined terms.

Appendix 3B Page 7

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: 29 June 2011 (Company Secretary)

Print name: Morgan Barron

• See chapter 19 for defined terms.

Appendix 3B Page 8