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EMERALD RESOURCES NL Capital/Financing Update 2011

Mar 29, 2011

64849_rns_2011-03-29_a91e763e-3367-40b5-bff6-5ab604e0d98c.pdf

Capital/Financing Update

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Suite 2, 12 Parliament Place West Perth WA 6005 Ph: +618 9482 0510 Fax: +618 9482 0505 Email: [email protected] www.emeraldoilandgas.com

30 March, 2011

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

EMR Share Placement underwritten for New Frontier Transaction

Highlights:

  • Emerald placement of 375 million shares underwritten at $0.05 per share to fund Emerald's proposed purchase of 45% of New Frontier's Interests in its Green River Basin Assets and to provide working capital

Emerald Oil and Gas NL (“Emerald”) is pleased to announce that its planned placement of 375 million shares to sophisticated investors to fund the acquisition of 45% of New Frontier's (“NFEI”) working interests in the Green River Basin Joint Venture (“GRB JV”) is now fully underwritten at A$0.05 per share. This represents a significant premium to the current and recent share price.

On 1 March, 2011, Emerald issued a Notice of General Meeting to obtain shareholder approval to issue 375 million new EMR shares at no less than $0.04 to fund the acquisition of 45% of New Frontier's interests in the Green River Basin JV (GRBJV), with oil and gas assets located in Colorado and Wyoming and to provide working capital. Subject to the NFEI transaction closing, Emerald and Entek Energy Ltd ("Entek") agree that Entek have completed their farmin to earn the corresponding 55% of New Frontier's interests. Entek is Operator of the GRBJV.

Emerald's share placement was underwritten by a consortium of international investment funds and sophisticated investors at $0.05 per share. Underwriters have elected to take either a cash underwriting fee equivalent to 5% of their underwritten share value or the right to subscribe for up to 20% of their underwritten shares at $0.05 with two attaching three year, $0.05 Emerald options, exercisable immediately. Demand for the underwriting offer was substantially oversubscribed.

Emerald has engaged Soaring Securities Pty Ltd as equity placement agent with Ochre Management Pty Ltd as advisor to administer the share placement. Emerald expects that placement will be completed at A$0.05 or greater per share. The placement will raise a minimum of $18.75m which will provide the Company with funds:

  • To complete the cash component of the NFEI transaction consideration ($10m);

  • To fund its share of expenditure under the GRB JV;

  • For working capital purposes.

Emerald is pleased to introduce such high calibre investors to the company and the unique Niobrara oil shale opportunity that the GRB JV interest represents. Their commitment to underwriting at a premium to the market price underlines the potential value of the Niobrara acreage to Emerald.

The placement will be completed following approval of the NFEI transaction and the issue of shares at the Company’s General Meeting to be held on April 1, 2011.

For more information please contact:

Emerald Oil & Gas NL Tel: +618 9482 0510

MIKE KRZUS Managing Director [email protected]

About Emerald Oil & Gas NL

Emerald Oil & Gas NL (ASX: EMR, EMRO), listed on the ASX in June 2006, is an oil and gas exploration and production company with project interests in Kentucky and Texas in the USA and in the Canning Basin of Western Australia. Emerald’s focus is on both conventional and nonconventional reservoir targets for oil and gas prospects.

Statements regarding Emerald’s plans with respect to its petroleum properties are forward-looking statements. There can be no assurance that Emerald’s plans for development of its petroleum properties will proceed as currently expected. There can be no assurance that Emerald will be able to confirm the presence of additional petroleum deposits, that any discovery will prove to be economic or that an oil or gas field will successfully be developed on any of Emerald’s petroleum properties.

About the Green River Basin

Under the terms of the NFEI transaction, Emerald will acquire all of NFEI's Green River Basin assets and liabilities pertaining to the Participation Agreement between NFEI and ETE which governs these assets. This includes:

  • Leasehold interests in over 60,000 acres of leases located in north western Colorado and south western Wyoming

  • Associated equipment and property located on these leases used for production

  • Partnership interests in a company which owns and operates an 18 mile, 6" gas export pipeline with associated access rights connected to the greater Rocky Mountain natural gas pipeline grid

  • Rights under the Participation Agreement with ETE

  • Legal claims in ongoing litigation against certain parties to recover monies from previous joint venture dealings

Technical Attributes of the Acquisition:

  • The Green River Basin is one of the largest self sourcing, continuous oil and gas resource basins in North America, containing all the elements required for potential high rate oil and gas production with the application of recently developed specialised shale drilling and completion techniques

  • Competition for acreage is rapidly increasing in the Green River Basin as evidenced by recent deals driven by large North American independent E&Ps and multi-national oil companies

  • Niobrara shale oil and gas prospectivity is high, but requires further technical investigation to unlock its full potential

  • Multiple operators are currently evaluating future Niobrara shale oil development drilling in close proximity to the Green River Basin JV

EMR intends to work closely with ETE to develop plans to prove the resource potential, maximise the value of the asset and to consolidate the competitive position of the Green River Basin JV by acquiring additional acreage in the area based on insights and knowledge gained from its recently acquired well data.

The Green River Basin promises to be the next area of the prolific Niobrara oil shale to be developed in the US Rocky Mountains and Emerald is pleased to acquire an interest in assets with such high resource development potential. Through the Green River Basin JV, Emerald will hold one of the largest contiguous acreage positions in the Green River Basin Niobrara play.