EMERALD RESOURCES NL — Proxy Solicitation & Information Statement 2010

Apr 22, 2010

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EMERALD OIL & GAS NL

ACN 009 795 046

NOTICE OF EXTRAORDINARY GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

FOR AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY 25 MAY 2010 AT THE MARQUE HOTEL PERTH, 24 MOUNT STREET, PERTH, WESTERN AUSTRALIA AT 9.00 AM

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 to +618 9482 0505.

NOTICE IS HEREBY GIVEN that an extraordinary 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: Tuesday 25 May 2010 LOCATION: The Marque Hotel, 24 Mount Street, Perth, Western Australia TIME: 9.00 am

BUSINESS

The business to be transacted at the Extraordinary Meeting is the proposal of the Resolutions set out below:

RESOLUTION 1 ~ Ratification of Share Issue

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.4 and all other purposes, the Shareholders hereby ratify and authorise the allotment and issue of 17,322,230 fully paid ordinary Shares to clients of DJ Carmichael Pty Limited on such terms and conditions as set out in the Explanatory Memorandum.”

Voting Exclusion Note:

In accordance with ASX Listing Rule 7.5.6, the Company will disregard any votes cast on this resolution by a person who participated in the issue (as listed in Section 2(e) of the Explanatory Memorandum and any associate of that persons.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it 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.

EMERALD OIL & GAS NL

ACN 009 795 046

NOTICE OF MEETING

RESOLUTION 2 ~ Approval for Option Issue

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.1 and all other purposes, the Shareholders hereby ratify and authorise the allotment and issue of 8,661,115 Options for nil consideration and exercisable at 10 cents each at any time on or before 30 June 2012 to clients of DJ Carmichael Pty Limited on such terms and conditions as set out in the Explanatory Memorandum.”

Voting Exclusion Note:

In accordance with ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of such persons.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it 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.

RESOLUTION 3 ~ Approval for Option Issue

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 7.1 and all other purposes, the Shareholders hereby ratify and authorise the allotment and issue of 3,000,000 Options for nil consideration and exercisable at 10 cents each at any time on or before 30 June 2012 to Carmichael Corporate Pty Ltd and or nominees on such terms and conditions as set out in the Explanatory Memorandum.”

Voting Exclusion Note:

In accordance with ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of a such persons.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it 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.

RESOLUTION 4 ~ Approval for Share Issue to Noxxe LLC

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That for the purposes of Listing Rule 7.1, the Shareholders hereby approve and authorise the issue of up to 6,500,000 fully paid ordinary Shares to NOXXE LLC on such terms and conditions as set out in Section 5 of the Explanatory Memorandum.”

Voting Exclusion Note:

In accordance with ASX Listing Rule 7.3.8, the Company will disregard any votes cast on this resolution by a person who may participate in the proposed issue and a person who might obtain a benefit,, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associate of a such persons.

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or it 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.

EMERALD OIL & GAS NL

ACN 009 795 046

NOTICE OF MEETING

DATED 23 April 2010.

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________ MIKE KRZUS Director

NOTES

A member entitled to vote at this Extraordinary Meeting is entitled to appoint a proxy to attend and vote for the member at the Extraordinary Meeting. A proxy need not be a member. If the member is entitled to cast 2 or more votes at the Extraordinary 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.

Pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Board has determined that the shareholding of each shareholder for the purposes of ascertaining voting entitlements for the Meeting will be as it appears in the share register of the Company at 7.00 pm (Sydney time) on 23 May 2010.

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

This Explanatory Memorandum forms part of a Notice convening an Extraordinary Meeting of Shareholders of the Company to be held on Tuesday 25 May 2010. 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

On 30 March 2010 the Company announced it had raised approximately $606,000 by the proposed issue of a total of 17,322,230 Shares at 3.5 cents per Share. Attached to the Capital Raising Shares on a one for two basis were Options that are to be issued once approval by Shareholders has been granted. The Capital Raising Shares and the Capital Raising Options are to be issued in two tranches:

1. the issue of 17,322,230 Shares at $0.035 (within the Company’s 15% share issue capacity) to raise $606,628 - which took place on 8 April 2010; and

2. the issue of 8,661,115 Options exercisable at 10 cents each expiring on 30 June 2012subject to shareholder approval.

The Capital Raising Shares were issued and allotted on 8 April 2010 to sophisticated investors, existing Shareholders and other clients of DJ Carmichael Pty Limited. None of the allottees were related parties of the Company.

2. RESOLUTION 1 – Ratification of Issue of Capital Raising Shares

The Capital Raising Shares described in Section 1 were issued within the 15% limit permitted under Listing Rule 7.1 without Shareholder approval. Ratification of this issue by Shareholders is now sought under listing rule 7.4, and approval for the issue of the attaching Capital Raising Options is sought under Resolution 2.

The Company raised $606,628 before costs from this issue. The funds will be used to continue the exploration and development of the Company’s oil and gas projects in the United States of America and Western Australia and for working capital purposes.

The terms of the Capital Raising Shares are the same as the terms of all other issued Shares in the capital of the Company and they ranked, from the date of allotment, equally in all respects with all other issued Shares in the capital of the Company.

In compliance with Listing Rule 7.5 Shareholders are hereby advised as follows:

• a) The issue price for the Capital Raising Shares was 3.5 cents per Share, with one free attaching Option for every two Shares issued and which will be issued upon approval by Shareholders pursuant to Resolution 2;

• b) 17,322,230 fully paid ordinary Shares were issued;

• c) The Capital Raising Shares the subject of Resolution 1 are fully paid ordinary Shares and they rank equally in all respects with the Company’s existing Shares.

• d) The purpose of the issue of the Capital Raising Shares was to provide funds for the company’s exploration and development activities in USA and Australia; and

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

e) The names of the allottees are:

Allottee	No of Shares
Mr E Landolt & Mr D Douglas	100,000
Super 1136 Pty Ltd	1,000,000
Mr D Muscedere	300,000
Mr L Lutingh	900,000
Cadex Petroleum Pty Ltd	1,145,000
Mount Street Investments	1,000,000
Northbridge Business Services	500,000
Eagle Eye Nominees Pty Ltd	27,230
Penryth Pty Ltd	300,000
Mr SA + Mrs SP Okeefe	150,000
Sekfam Pty Ltd	250,000
Durack Investment Corporation Pty Ltd	550,000
Durack Investment Corporation Pty Ltd	200,000
M Ivey Pty Ltd	500,000
Mr Henry Wiechecki	500,000
Mr Robert Larbalestier	300,000
Klip Pty Ltd	7,000,000
Anaitis Nominees Pty Ltd	500,000
Mr Johannus Theodorus Gerritzen & Mrs Elizabeth Anne Gerritzen	1,500,000
Mr Lindsay Neville Thorn	300,000
S & L McDonald Pty Ltd	300,000
Total	17,322,230

Other:

The Directors recommend that Shareholders vote in favour of Resolution 1.

3. RESOLUTION 2 – Approval for Option Issue

As explained in Section 1 above, the issue of the Capital Raising Options, namely the 8,661,115 free Options which attached to the Capital Raising Shares which have been issued and are the subject of Resolution 1 is subject to Shareholder approval.

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 securities under resolution two 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 total number of securities which may be allotted is 8,661,115 unlisted Options.

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

• b) The Capital Raising Options to be issued pursuant to Resolution 2 are exercisable at 10 cents each and expire on 30 June 2012;

• c) The Capital Raising Options will be issued as soon as practicable after the Meeting and in any event within three months of the date of the Meeting;

• d) The Capital Raising Options will be issued for nil cash consideration, however they are attached free to the Capital Raising Shares which have been issued at a price of 3.5 cents per Share and are the subject of Resolution 1;

• e) The terms and conditions of the Options to be issued pursuant to Resolution 2 are set out below;

• f) The Options to be issued pursuant to Resolution 2 will be issued to:

Allottee	No of Options
Mr E Landolt & Mr D Douglas	50,000
Super 1136 Pty Ltd	500,000
Mr D Muscedere	150,000
Mr L Lutingh	450,000
Cadex Petroleum Pty Ltd	572,500
Mount Street Investments	500,000
Northbridge Business Services	250,000
Eagle Eye Nominees Pty Ltd	13,615
Penryth Pty Ltd	150,000
Mr SA + Mrs SP Okeefe	75,000
Sekfam Pty Ltd	125,000
Durack Investment Corporation Pty Ltd	275,000
Durack Investment Corporation Pty Ltd	100,000
M Ivey Pty Ltd	250,000
Mr Henry Wiechecki	250,000
Mr Robert Larbalestier	150,000
Klip Pty Ltd	3,500,000
Anaitis Nominees Pty Ltd	250,000
Mr Johannus Theodorus Gerritzen & Mrs Elizabeth Anne Gerritzen	750,000
Mr Lindsay Neville Thorn	150,000
S & L McDonald Pty Ltd	150,000
Total	8,661,115

• g) The purpose of the issue of the Capital Raising Options was to provide funds for the company’s exploration and development activities in USA and Australia;

• h) The Options will be allotted on one day within three months following shareholder approval.

Other:

The directors recommend that shareholders vote in favour of Resolution 2.

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Terms and Conditions of the Capital Raising Options

The terms and conditions of the Capital Raising Options to be issued pursuant to Resolution 2 are as follows:

• (a) Each Option, when exercised, entitles the holder to subscribe for and be allotted one Share in the capital of the Company;

• (b) The Options can be exercised in whole or in part, and if exercised in part multiples of 50,000 must be exercised on each occasion;

• (c) Each Option is exercisable at 10 cents payable in cash;

• (d) Each Option is transferable;

• (e) Each Option will expire 5.00 pm Perth time on 30 June 2012;

• (f) The Optionholder cannot participate in any new issue of securities of the Company to Shareholders without exercising of the relevant Options in which case the Optionholder will be afforded the period of at least 9 Business Days (as defined in ASX Listing Rules) prior to and inclusive of the record date to determine entitlements to the issue to exercise the relevant Options;

• (g) The Options do not confer on the holder any rights to participate in dividends until Shares are allocated pursuant to the exercise of the Options;

• (h) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on Shareholders;

• (i) The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue;

• (j) Application will not be made for the Options to be granted quotation by ASX; and

• (k) Subject to paragraph (i) above the Options do not confer on the holder any right to a change in the exercise price of the Options or a change to the number of underlying securities over which the Options can be exercised.

4. RESOLUTION 3 – Approval for Option Issue

Carmichael Corporate Pty Ltd was appointed by the Company to carry out lead manager services in connection with the Capital Raising under a mandate letter dated 25 March 2010. As part of the fee agreed to be paid by the Company in the capital raising mandate entered into with Carmichael Corporate Pty Ltd, 3,000,000 Options exercisable at 10 cents on or before 30 June 2012 are to be issued to Carmichael Corporate Pty Ltd and or its Nominees.

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

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

issue of the securities under resolution two 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 total number of securities which may be allotted is 3,000,000 unlisted Options.

• b) The Options to be issued pursuant to Resolution 3 are exercisable at 10 cents each and expire on 30 June 2012;

• c) The Options to be issued pursuant to Resolution 3 will be issued as soon as practicable after the Meeting and in any event within three months of the date of the Meeting;

• d) The Options to be issued pursuant to Resolution 3 will be issued for nil cash consideration and as part of the consideration to be provided to Carmichael Corporate Pty Ltd for the lead manager services provided by them in connection with the Capital Raising;

• e) The terms and conditions of the Options to be issued pursuant to Resolution 3 are set out below; and

• f) The Options to be issued pursuant to Resolution 3 will be issued to Carmichael Corporate Pty Ltd and or Nominees;

• g) The Options will be allotted on one day within three months following shareholder approval.

Terms and Conditions of the Capital Raising Options

The terms and conditions of the Options to be issued pursuant to Resolution 3 are as follows:

• (a) Each Option, when exercised, entitles the holder to subscribe for and be allotted one Share in the capital of the Company;

• (b) The Options can be exercised in whole or in part, and if exercised in part multiples of 50,000 must be exercised on each occasion;

• (c) Each Option is exercisable at 10 cents payable in cash;

• (d) Each Option is transferable;

• (e) Each Option will expire 5.00 pm Perth time on 30 June 2012;

• (f) The Optionholder cannot participate in any new issue of securities of the Company to Shareholders without exercising of the relevant Options in which case the Optionholder will be afforded the period of at least 9 Business Days (as defined in ASX Listing Rules) prior to and inclusive of the record date to determine entitlements to the issue to exercise the relevant Options;

• (g) The Options do not confer on the holder any rights to participate in dividends until Shares are allocated pursuant to the exercise of the Options;

• (h) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules (if applicable) and in any case in a manner which will not result in any benefits being conferred on the Optionholder which are not conferred on Shareholders;

• (i) The number of Shares to be issued pursuant to the exercise of Options will be adjusted for bonus issues made prior to the exercise of the Options so that, upon exercise of the Options the number of Shares received by the Optionholder will include the number of bonus Shares that would have been issued if the Options had been exercised prior to the record date for the bonus issues. The exercise price of the Options shall not change as a result of any such bonus issue;

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

• (j) Application will not be made for the Options to be granted quotation by ASX; and

• (k) Subject to paragraph (i) above the Options do not confer on the holder any right to a change in the exercise price of the Options or a change to the number of underlying securities over which the Options can be exercised.

5. RESOLUTION 4 – Approval for Share Issue

On 11 March 2010 the Company announced it had acquired an option to acquire a 31.5% foundation equity interest in a newly formed Texas company, NOXXE LLC, which holds interests in producing onshore oil and gas leases in Harris and Galveston counties, Texas, USA (“NOXXE Option”).

The consideration for the acquisition of the 31.5% interest in NOXXE LLC consisted of $US750,000 in cash and $US250,000 in Emerald fully paid ordinary Shares, based on the volume weighted average price of Emerald Shares in the week immediately prior to and after the date of the announcement on 11 March 2010, namely $0.0429 per Share.

The NOXXE Option is subject to the execution of a Company Agreement by the Company and the other proposed shareholders of NOXXE. As announced by the Company on 8 April 2010, the Company has executed a Company Agreement acceptable to it and this has been provided to the other parties for their execution. As at the date of this Notice, the Company Agreement has not been executed by the other parties.

In anticipation of the Company Agreement being executed by the other parties, the Company has now formally exercised the NOXXE Option. The consideration outlined above is therefore due and the Company is therefore seeking Shareholder approval pursuant to Resolution 4 to enable it to issue the Share component of the consideration to NOXXE LLC without this counting towards the 15% limited prescribed by Listing Rule 7.1.

As announced on 8 April 2010, in the event that the other parties fail to execute the Company Agreement in the form that has been executed by the Company, or if a mutually acceptable variation cannot be agreed within a reasonable period of time, the Company may, without prejudice, consider withdrawing from the acquisition of a 31.5% interest in NOXXE LLC. In this instance the issue of Shares the subject of Resolution 4 will not take place. The Shares the subject of Resolution 4 will therefore not be issued until such time as the Company Agreement has been executed by all parties.

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 securities under resolution two would exceed the 15% limit prescribed by Listing Rule 7.1, and consequently, the Company seeks shareholder approval for this issue.

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

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

• a) The total number of securities which may be allotted pursuant to Resolution 4 is up to a maximum of 6,500,000 Shares. The shares that will be allotted will be based on the following formula:

S = 250,000 / FX Rate / 0.0429

Where:

S = Shares to be issued

FX Rate = USD:AUD foreign exchange rate on 25 May 2010

$0.0429 = weighted average share price from 4 – 17 March 2010, being one week prior to and one week after the announcement of Emerald’s option to acquire an interest in NOXXE LLC.

• b) The Shares to be issued pursuant to Resolution 4 will be issued as soon as practicable after the Meeting and in any event within three months of the date of the Meeting;

• c) The Shares to be issued pursuant to Resolution 4 will be issued at an issue price of $0.043 per Share;

• d) The Shares to be issued pursuant to Resolution 4 will be issued to NOXXE LLC;

• e) The Shares are fully paid ordinary Shares and rank equally in all respects with the Company’s existing Shares; and

• f) The Shares to be issued pursuant to Resolution 4 are being issued as part of the consideration for the acquisition by the Company of a 31.5% interest in NOXXE LLC, a Texas company with producing onshore oil and gas assets in the USA;

• i) The Shares will be allotted on one day within three months following shareholder approval.

EMERALD OIL & GAS NL

ACN 009 795 046

EXPLANATORY MEMORANDUM TO SHAREHOLDERS

6. DEFINITIONS

In this Explanatory Memorandum:

“ASX” means ASX Limited ACN 008 624 691;

“Capital Raising” means the placement announced by the Company on 29 March 2010 under which the Company issued 17,322,230 Shares at 3.5 cents per Share with a free attaching 1 for 2 unlisted Option with an exercise price of 10 cents each expiring on 30 June 2012 to raise approximately $606,000 (before costs);

“Capital Raising Options” means the Options offered under the Capital Raising;

“Capital Raising Shares” means the Shares offered under the Capital Raising;

“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;

“Explanatory Memorandum” means this Explanatory Memorandum;

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

“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;

“NOXXE Option” means the Company’s option to acquire a 31.5% foundation equity interest in a newly formed Texas company, NOXXE LLC, which holds interests in producing onshore oil and gas leases in Harris and Galveston counties, Texas, USA (“NOXXE Option”);

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

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

“Section” means a section of this Explanatory Memorandum; and

“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

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The Chairman of the Meeting OR (mark with an ‘X’)

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Write here the name of the person you are appointing if this person is someone other than the Chairman of 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 Extraordinary Meeting of Emerald Oil & Gas NL to be held at The Marque Hotel, 24 Mount Street, Perth, Western Australia on Tuesday 25 May, 2010 at 9.00 am and at any adjournment of that meeting.

IMPORTANT: FOR RESOLUTIONS 1 TO 4 BELOW

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If the Chairman of the Meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 1 to 4 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 Resolutions 1 to 4 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 Resolutions 1 to 4.

Voting directions to your proxy - please mark

X to indicate your directions

Ordinary business

For Against Abstain*

Resolution 1 Ratification of Share Issue Resolution 2 Approval for Option Issue Resolution 3 Approval for Option Issue Resolution 4 Approval for Share Issue

• If you mark the Abstain box, 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 2 Securityholder 3 Securityholder 1 Sole Director and Sole Company Director Director/Company Secretary Secretary Contact Name Contact Daytime Date Telephone

Contact Name

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 Item of Business

You may direct your proxy how to vote by placing a mark in one of the boxes. 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 by inserting the percentage or number of securities you wish to vote in the appropriate box. If you do not mark any of the boxes, your proxy may vote as he or she chooses. If you mark more than one your vote 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 Tuesday 25 May 2010. Any Proxy Form received after that time (9.00am Monday 24 May 2010) will not be valid for the scheduled meeting.

Documents may be lodged:

By mail or in person – By facsimile – Emerald Oil & Gas NL OR Within Australia (08) 9482 0505 Suite 2, 12 Parliament Place Outside Australia +618 9482 0505 West Perth WA 6005 PO Box 902, West Perth, 6872.