EMERALD RESOURCES NL — Regulatory Filings 2011

Jul 5, 2011

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Emerald Oil & Gas NL
ACN/ARSN	009 795 046

1. Details of substantial holder (1)

Name	Pelagic Capital Advisors LP and McAndrew Rudisill
ACN/ARSN (if applicable)
There was a change in the interests of the substantial holder on	22/06/11
The previous notice was given to the company on	26 / 04 / 11
The previous notice was dated	28 / 04 / 11

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:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Fully Paid Ordinary Shares	48,000,000	8.58%	50,950,000	$6.49\%$

ų

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
22 June 2011	Pelagic Capital Advisors LP	Acquisition of shares as a result of the placement of fully paid ordinary shares. Substantial holding has decreased due to the issuance of shares on 31 May 2011 and 28 June 2011 by the Company (increasing the total ordinary shares on issue)	\$.05 per ordinary share	2,950,000 ordinary shares	2,950,000
22 June 2011	McAndrew Rudisill	Acquisition of shares as a result of the placement of fully paid ordinary shares. Substantial holding has decreased due to the issuance of shares on 31 May 2011 and 28 June 2011 by the Company (increasing the total ordinary shares on issue)	$$.05$ per ordinary share	2,950,000 ordinary shares	2,950,000

1. 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
Pelagic Capital Advisors LP and McAndrew Rudisill	Pelagic Master Fund Ltd	Pelagic Master Fund Ltd	Relevant interest under section 608(1) of the Corporations Act	22.459.840 fully paid ordinary shares	22,459,840
Pelagic Capital Advisors LP and McAndrew Rudisill	Pelagic Institutional LP	Pelagic Institutional LP	Relevant interest under section $608(1)$ of the Corporations Act	28,490,160 fully paid ordinary shares	28,490,160

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 fo

Name and ACN/ARSN (if applicable) _________	Nature of association _________
N/A	N/A
_________ --------------------------------------- .	--------------------------------------- CONTRACTOR IN CONTRACTOR _________

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Pelagic Capital Advisors LP, Pelagic Master Fund Ltd, Pelagic Institutional LP and McAndrew Rudisill	101 Park Avenue, 21st Floor New York, NY 10178, United States

Signature

print name M^CAndrew Rudisill capacity Managing Director
sign here MCAM A. Amrely date 05/07/2011

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 form as 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.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If $(a)$ 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
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the $(b)$ voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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