EMERALD RESOURCES NL — Major Shareholding Notification 2014

Apr 27, 2014

604 page 1/2 15 July 2001

Form604

Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme EMERALAD OIL & GAS NL

ACN/ ARSN 009 795 046

1. Details of substantial holder(1)

Name	OCHRE PETROLEUM PTY LIMITED (“Ochre Petroleum”) & OCHRE GROUP HOLDINGS LIMITED (“Ocher	OCHRE PETROLEUM PTY LIMITED (“Ochre Petroleum”) & OCHRE GROUP HOLDINGS LIMITED (“Ocher	OCHRE PETROLEUM PTY LIMITED (“Ochre Petroleum”) & OCHRE GROUP HOLDINGS LIMITED (“Ocher
	Group”)
ACN/ARSN (if applicable)	150 468 198		008 877 745
There was a change in the interests of the
substantial holder on		24/ 04/ 14*** (See also various dates of change in item 3 below)
The previous notice was given to	the company on	12 /03 /13
The previous notice was dated		12 /03 /13

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Classof securities(4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORDINARY	155,650,000	16.494%	58,955,000	*6.4091%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
27/11/13	Ochre Group (as ultimate Holding Company of Ochre Petroleum)	Acceptance of partial bid by Confederate Capital	$653,730	Ordinary 46,695,000	Decreased by **4.9483%
22/04/14	Ochre Group (as ultimate Holding Company of Ochre Petroleum)	Sale on market into EMR Buy Back	$250,000	Ordinary 25,000,000	Decreased by 2.7178%
24/04/14	Ochre Group (as ultimate Holding Company of Ochre Petroleum)	Sale on market into EMR Buy Back	$250,000	Ordinary 25,000,000	Decreased by 2.7178%

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Ochre Group Holdings Ltd	Ochre Petroleum P/L	Ochre Petroleum P/L	Indirect Interest As Holding Company	Ordinary 58,955,000	*6.4091%

604 page 2/2 15 July 2001

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable) Nature of association Ochre Group Holdings Ltd Ultimate Holding Company of Ochre Petroleum P/L

6. Addresses

The addresses of persons named in this formare as follows:

Name	Address
Ochre Petroleum P/L	15 WhitingStreet, Artarmon, NSW 2064
Ochre GroupHoldings Ltd	Level 9, 20 Hunter Street, Sydney, NSW, 2000

Signature

print name sign here	VAZ HOVANESSIAN capacityCOMPANY SECRETARY
	Date 28 / 04 /14

*The Relevant interest of 6.4091% currently held is based on last advised issued capital of 919,869,173 shares by EMR as at 27/02/14. This figure will change when EMR completes its on-market Buy Back.

**The calculation of decrease is based on EMR’s issued capital at the time of 943,651,304 shares.

DIRECTIONS

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the formas a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

(6) Includedetailsof:

• (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

• (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to whichtherelevant interest relates (indicatingclearly theparticular securities towhichthequalificationapplies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (7) Details of the consideration must include any and all benefits, money and other, that any person fromwhoma relevant interest was acquired has, or may, becom`e entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person fromwhom the relevant interest was acquired.

• (8) If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown".

• (9) Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

or for further advice.