EMERALD RESOURCES NL — Proxy Solicitation & Information Statement 2009

Apr 5, 2009

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EMERALD OIL & GAS NL

ACN 009 795 046

NOTICE OF GENERAL MEETING

AND

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

FOR A GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, 11 MAY 2009 AT THE MARQUE HOTEL, 24 MOUNT STREET, 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 a 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: 11 May, 2009 LOCATION: Marque Hotel, 24 Mount Street, Perth, Western Australia TIME: 9:00am

BUSINESS

The business to be transacted at this General Meeting is the proposal of Resolution 1 as set out below.

RESOLUTION 1 ~ ISSUE OF OPTIONS TO MR MIKE KRZUS

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 Listing Rule 7.1 and Section 208 of the Corporations Act and for all other purposes, approval be and is hereby given to the allotment and issue of 5,000,000 Options exercisable at $0.10 each on or before the date which is 31 March 2014, to Mr Mike Krzus (or his nominee) on the terms and conditions set out in the Explanatory Memorandum.”

VOTING EXCLUSION

In accordance with Rules 7.1, 7.3.8 and 14.11 of the Listing Rules the Company will disregard any votes cast on Resolution 1 by:

• Mr Mike Krzus;

• A person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities in the Company if Resolution 1 is passed; 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

• 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 6 April 2009.

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JEREMY SHERVINGTON 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.

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 am on Monday, 11 May 2009 at the Marque Hotel, 24 Mount Street, 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. BACKGROUND TO RESOLUTION 1

On 12 February 2009 the Company announced that it had appointed Mr Mike Krzus as the Chief Executive Officer and Chief Operating Officer of the Company with immediate effect.

The position of Chief Executive Officer and Chief Operating Officer will have a base salary of $300,000 inclusive of superannuation.

Under the terms of Mr Krzus’s employment agreement, he will, subject to Shareholder approval, be entitled to receive 5 million Options exercisable at 10 cents each, expiring 31 March 2014 and which will only vest upon satisfactory completion of a 6 month probationary period.

The full terms and conditions of the Options are set out below in Section 2.5.

Accordingly, Resolution 1 seeks Shareholder approval for the issue of the Options to Mr Mike Krzus (or his nominee).

2. BACKGROUND TO RESOLUTION 1 ~ APPROVAL FOR ISSUE OF OPTIONS TO MR MIKE KRZUS

2.1 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party. Because Mr Krzus may become a Director of the Company in the future, the Company considers him to be a related party of pursuant to Subsection 228(6) of the Corporations Act.

The definition of what constitutes giving a financial benefit pursuant to Section 229 of the Corporations Act is broad and does not necessarily involve paying money. It includes buying or selling assets, issuing securities and granting options. It includes giving a financial benefit indirectly, for example, through one or more interposed entities.

Paragraph 229(1)(c) of the Corporations Act provides that in deciding whether a financial benefit is given any consideration that is given for the benefit is to be disregarded, even if it is adequate.

The granting of the Options to Mr Krzus (or his nominee) contemplated by Resolution 1 therefore constitutes giving a financial benefit to a related party.

Section 208 of the Corporations Act provides an exception from the prohibition contained in Chapter 2E and provides that a public company may give a financial benefit to a related party if a resolution of the Shareholders of the public company permit the benefit to be given, and the resolution was passed at a General Meeting of the public company held within 15 months before the public company gives the benefit and if the conditions prescribed by Division 3 of Part 2E.1 of the Corporations Act have been satisfied in relation to the resolution.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Resolution 1 therefore, is intended to satisfy the requirements of Section 208 in relation to the issuing of the Options to Mr Krzus (or his nominee).

The requirements of Section 219 of the Corporations Act with regards to the Explanatory Memorandum to accompany the Notice of Meeting for the purposes of Resolution 1 are as follows. The Explanatory Memorandum must set out:

• (a) the related parties to whom the proposed resolution would permit financial benefits to be given: The related party is Mr Mike Krzus.

• (b) the nature of the financial benefits: The financial benefit is the 5,000,000 Options to be granted to Mr Krzus (or his nominee) and any advantages thereby conferred which can only be gauged by reference to the consideration being provided (being nil cash consideration), the underlying assets of the Company, the price of the Shares from time to time and the number of Shares and other securities on issue in the Company from time to time. At the date of this Explanatory Memorandum, the assets of the Company comprise cash and receivables of approximately $5 million, capitalised exploration and evaluation expenditure of $3.4 million.

The Company’s issued capital at the date of this Notice is as follows:

ISSUED SECURITIES	NUMBER
Fully Paid Ordinary Shares	115,481,534
17.68 Cent Options expiring 23 January 2011	661,638
25 Cent Options expiring 28 February 2010	1,500,000
30 Cent Options expiring 31 December 2009	2,000,000
25 Cent ESOP Options expiring 31 December 2009	325,000
25 Cent Options expiring 31 May 2011	2,000,000

• (c) in relation to each Director of the Company:

• (i) if the Director wanted to make a recommendation to Shareholders about the proposed resolution - the recommendation and his or her reasons for it: or

• (ii) if not why not? or

• (iii) if the Director was not available to consider the proposed resolution - why not?

Each of the Directors recommends to Shareholders that they vote in favour of Resolution 1 in order to give full effect to the contractual obligations of the Company that arise pursuant to the Employment Agreement.

• (d) In relation to each such director whether the director had an interest in the outcome of the proposed resolution:

No Director has an interest in the outcome of Resolution 1.

• (e) All other information that is reasonably required by members in order to decide whether or not it is in the Company’s interest to pass the proposed Resolution and is known to the Company or any of its directors:

• The issue of the Options pursuant to Resolution 1 will cause dilution of the holdings of the existing Shareholders and existing Option holders.

• If Shareholders approve Resolution 1, 5,000,000 Options will be issued to Mr Mike Krzus or his nominee.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

• Mr Krzus has a Relevant Interest the following securities of the Company:

• Nil Shares;

• Nil Options other than the Options to be issued pursuant to Resolution 1.

• If all of the Options are issued pursuant to Resolution 1 and Mr Krzus (or his nominee) exercises all of the Options the subject of Resolution 1, the issued capital of the Company would increase from 115,481,534 Shares to 120,481,534 Shares.

In that event the 5,000,000 Shares issued upon exercise of the Options would represent approximately 4.15% of the then issued capital.

These calculations assume that no other Shares have been issued.

• On the same assumptions as those immediately above but on the basis that all of the other Options then on issue were also exercised, those 5,000,000 Shares would represent approximately 3.88% of the then issued Shares (5,000,000 Shares out of 128,968,172 Shares). In this event, the total Shares in which Mr Krzus would have a Relevant Interest would represent approximately 3.88% of the then issued Shares (5,000,000 Shares out of 128,968,172 Shares).

• To the extent that the exercise price of the Options the subject of Resolution 1 may be below the market price of the Company’s Shares at the time(s) those Options are exercised, the Company will have foregone the opportunity of issuing the relevant Shares at a price higher than the exercise price for the Options and closer to the relevant market price at that time.

• The value attributable to each Option to be granted is calculated to be $0.0273 (please refer to the Option pricing methodology which is set out in Section 2.4). In accordance with a policy requirement of ASIC, the Company having taking appropriate advice, in light of that policy notes the Company attributes a total value of $136,500 in respect of the 5,000,000 Options to be issued to Mr Krzus pursuant to Resolution 1 and based on the last sale price of Shares of $0.07 on 6 April 2009. In the event that Resolution 1 is approved Mr Krzus, pursuant to his direct or indirect interest in the Options, will receive a financial benefit pursuant to the issue of the Options the subject of Resolution 1 of approximately $136,500.

• Mr Krzus was appointed as a Chief Executive Officer / Chief Operating Officer of the Company on 12 February 2009 at a commencement salary of $275,229 per annum, plus 9% statutory superannuation, along with 5,000,000 options to acquire fully paid ordinary shares, exercisable at $0.10 and expiring 5 years from the date of issue .

• The Company’s Shares were reinstated to the Official List of ASX on 30 June 2006. Since reinstatement the Company’s shares have traded within a range of $0.395 on 5 April 07 and $0.031 on 6 March 09. The last sale price of the Company’s Shares was $0.07 on 6 April 09, the last trading day on ASX before the date of this Notice.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

• The Options to be issued to Mr Krzus will be issued on the terms described in Section 2.5.

Other than as set out in this Explanatory Memorandum, there is no further information considered by the Directors to be relevant.

2.2 Listing Rules

Listing Rule 7.1 provides that a listed company may not issue securities in any 12 month period which, when aggregated with the value of the other securities issued within that 12 month period, exceed 15% of the value of ordinary shares on issue at the beginning of the 12 month period, unless the issue falls within one of the nominated exceptions or the prior approval of members of the company in General Meeting is obtained. Without Shareholder approval, the issue of the advisor options under resolution four would exceed the 15% limit prescribed by Listing Rule 7.1, and consequently, the Company seeks Shareholder approval for this issue.

In compliance with Listing Rule 7.3 Shareholders are hereby advised as follows:

• (a) The person being issued Options pursuant to Resolution 1 is Mr Mike Krzus, or his nominee (Chief Executive Officer / Chief Operating Officer of the Company).

• (b) The maximum number of securities to be issued (if known) or the formula for calculating the number of securities to be issued to the person: the maximum number of securities to be issued to Mr Krzus (or his nominee) is 5,000,000 Options on the terms and conditions set out in Section 2.5.

• (c) The date by which the entity will issue the securities: the Options will be issued no later than three (3) months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the ASX Listing Rules) and it is anticipated that all the Options will be issued on the same day;

• (d) The issue price of the securities and a statement of the terms of the issue: the Options to be granted pursuant to Resolution 1 are being granted for nil consideration. The terms and conditions of the Options are set out in Section 2.5.

• (e) A voting exclusion statement: a voting exclusion statement is set out in the Notice of Meeting.

• (f) No funds will be raised from the issue of the Options to Mr Krzus, or his nominee.

Chapter 10 of the Listing Rules contains certain provisions in relation to transactions between a company and “persons in a position of influence” which includes “related parties” as defined in the Corporations Act. The Company does not consider Mr Krzus to be a “related party” of the Company for the purposes of Chapter 10 of the Listing Rules as he is not currently a Director and that Shareholder approval is therefore not required for the purposes of Listing Rule 10.11 in respect of the issue of the Options to Mr Krzus.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

2.3 Valuation of the Options

In accordance with a policy requirement of ASIC, the Company having taken appropriate advice, in light of that policy notes the Company attributes a total value of $136,500 in respect of the 5,000,000 Options to be issued pursuant to Resolution 1 and is based on the last sale price of $0.07 on ASX on 6 April 2009. This value of the Options has been derived using the “Black and Scholes” valuation method and is based upon the following inputs and assumptions:

• (a) the hypothetical price of the Company’s shares is $0.07 (being the last trading price per Share on 6 April 2009);

• (b) an exercise price of $0.10 for the Options;

• (c) a risk free rate of 3.25% per annum (being the risk free rate on government bonds with a similar maturity as the Options);

• (d) a volatility factor of 75% (based on the standard deviation measurement for a number of selected exploration companies of a similar size and nature to the Company);

• (e) an expected life of 5 years for the Options;

• (f) dividend yield of nil; and

• (g) all the other terms and conditions of the Options as outlined in Section 2.4.

2.4 Terms of the Options

The terms and conditions of the Options to be issued pursuant to Resolution 1 are as follows:

1. Entitlement

• Each Option shall entitle the Executive the right to subscribe for one (1) fully paid ordinary share in the capital of the Company at a cost of 10 cents each.

2. Consideration

Each Option will be issued free of consideration.

3. Option Period

An Option that is not exercised will lapse 5 years from the date of issue.

4. Conditions of Exercise of Options

The options are issued with the following vesting conditions:

1. (a) 25% of the options vest on the date of issue; (b) 25% vest 6 months after issue;

2. (c) 25% vest 12 months after issue; and

3. (d) 25% vest 18 months after issue

4. Options are only exercisable if the share price is >20 cents on a 5 day volume weighted average basis.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

5. Termination of Employment

• 5.1 Subject to the Clause 5.2 hereunder, any unvested Options issued to the executive will be forfeited and terminate on termination of the Executives employment.

• 5.2 Unvested Options will not be forfeited in the event that the Executive ceases employment with the Company in the following circumstances:

5.2.1 death or permanent disability;

5.2.2 redundancy; and

5.2.3 in any other circumstance where the directors believe is fair and reasonable.

• 5.3 Vested options will lapse 3 months after termination of the Executives employment (unless exercised)

6. Ranking of Share Allotted on Exercised Option Each ordinary share allotted as a result of the exercise of an Option will, subject to the Constitution of the Company, rank in all respects pari passu with the existing ordinary fully paid shares in the capital of the Company on issue at the date of allotment.

7. Method of Exercise of an Option

A certificate or holding statement will be issued by the Company with respect to Options held by an Option Holder. Attached to or endorsed on the reverse side of each certificate or holding statement will be a notice that is to be completed when exercising the Options the subject of the certificate or holding statement (“Notice of Exercise of Options”). Options may be exercised by the Option Holder completing the Notice of Exercise of Options and forwarding the same to the Secretary of the Company. The Notice of Exercise of Options must state the number of Options exercised and the consequent number of ordinary shares in the capital of the Company to be allotted; which number of Options must be a multiple of 1,000 if only part of the Option Holder’s total Options are exercised, or if the total number of Options held by an Option Holder is less than 1,000, then the total of all Options held by that Option Holder must be exercised.

The Options can be exercised in whole or in part at any time, after the expiration of the period provided in paragraph 3, up to an including the Expiry Date. If the Executive gives Notice of Exercise of Options for part of the Options held by the Executive, the Executive is not prevented from exercising all or part of the balance of the Options at a later date.

The Notice of Exercise of Options by an Option Holder must be accompanied by payment in full of the relevant number of shares being subscribed, being an amount calculated by multiplying the exercise price for the option by the number of shares.

On exercise of Options, the Option Holder must surrender to the Company the Option Holder’s option certificate or holding statement with respect to those Options being exercised.

Within 5 days from the date the Option Holder properly exercises Options held by the Option Holder, the Company shall issue and allot to the Option Holder that number of fully paid ordinary shares in the capital of the Company so subscribed for by the Option Holder.

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

8. Reconstruction of Company

In the event of a reconstruction (including a consolidation, sub-division, reduction, return or pro-rata cancellation) of the issued capital of the Company, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with ASX Listing Rules such that there will not result in any benefits being conferred on the Option Holders which are not conferred on Shareholders (subject to the provision with the respect to rounding of entitlements sanctioned by the Meeting of Shareholders approving the reconstruction of capital) but in all other respects the terms of the exercise of Options shall remain unchanged.

9. Participation in New Share Issue

There are no participating rights or entitlements inherent in the Options to participate in any new issues of capital which may be made or offered by the Company to its Shareholders from time to time prior to the Option Expiry Date unless and until Options are exercised.

10. Taxation

The Company, its directors, officers, executives, representatives and agents take no responsibility and assume no liability for the taxation liabilities of the Executive.

3. DEFINITIONS

In this Explanatory Memorandum:

“ASIC” means the Australian Securities and Investments Commission;

“ASX” means ASX Limited ACN 008 624 691;

“Company” means Emerald Oil & Gas NL ACN 009 795 046;

“Corporations Act” means the Corporations Act 2001 (Cth);

“Director” means a director of the Company;

“ESOP” means the Employee Share and Option Plan of the Company;

“Explanatory Memorandum” means this Explanatory Memorandum;

“Listing Rules” means the official listing rules of the ASX;

“Employment Agreement” means the agreement between the Company and Mr Mike Krzus in respect of the appointment of Mr Krzus as Chief Executive Officer / Chief Operating Officer of the Company;

“Meeting” means the Meeting of Shareholders convened by this Notice;

“Notice” and “Notice of Meeting” means the notice of Meeting to which this Explanatory Memorandum is attached;

“Official List” means the official list of ASX;

“Options” means an option to acquire one Share and “Optionholder” has a corresponding meaning;

“Relevant Interest” has the meaning ascribed to it in the Corporations Act;

EMERALD OIL & GAS NL ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

“Resolution” means a resolution set out in this Notice;

“Section” means a section of this Explanatory Memorandum;

“Share” means an ordinary fully paid ordinary share in the capital of the Company; and

“Shareholder” has a corresponding meaning.

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 person you of the Meeting OR are appointing if this person is (mark with an someone other than the Chairman of ‘X’) 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 General Meeting of Emerald Oil & Gas NL to be held at The Marque Hotel, 24 Mount Street, Perth, Western Australia on Monday, 11 May 2009 at 9.00am and at any adjournment of that Meeting.

IMPORTANT: FOR RESOLUTION 1

If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Items 1 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 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

Voting directions to your proxy - please mark

Ordinary business

Resolution 1 Issue of Options to Mr Krzus (or his nominee)

X	to indicate	to indicate	your directions	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 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary

Contact Name Contact Daytime Telephone Date

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 Monday 11 May 2009. Any Proxy Form received after that time (9.00am Friday, 8 May 2009) will not be valid for the scheduled Meeting.

Documents may be lodged:

	By mail Emerald Oil & Gas NL PO Box 902 West Perth WA 6872 or in person – Emerald Oil & Gas NL Level 2, 16 Altona Street West Perth WA 6005	OR	By facsimile – Within Australia (08) 9482 0505 Outside Australia +618 9482 0505