EMERALD RESOURCES NL — Regulatory Filings 2011

Jun 13, 2011

HARDY.BOWEN LAWYERS

Our Ref: MPB:AOB:110159 Email: aobyrne@hardybowen.com

13 June 2011

ASX Company Announcements Platform

By Fax: 1300 135 638

Copy Mr Morgan Barron Company Secretary Emerald Oil and Gas NL

By Fax: 9482 0505

Dear Sir

Form 603

Please see the enclosed Form 603 - Notice of Initial Substantial Holder.

Please contact Ms Anna O'Byrne of this office if you have any queries.

Yours faithfully

Hardy Bowen

Enclosure

Level 1, 28 Ord Street, West Perth WA 6005 PO Box 1364, West Perth WA 6872 Tel: +61 8 9211 3600 Fax: +61 8 9211 3690

Form 603

Corporations Law Section 671B

Notice of initial substantial holder

$\underline{\operatorname{To}}$ Company Name/Scheme	Emerald Oil & Gas NL
ACNIARSN	009 795 046
1. Details of substantial holder (1) Name	New Frontier Energy Inc ("New Frontier") and Iris Energy Holdings Limited ("Iris Energy")
ACN(if applicable)	N/A
The holder became a substantial holder on	31 May 2011

2. Details of 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 on the date the substantial holder became a substantial holder are as follows:

Class securities 14 റ്റ്	$\sim$ $\sim$ $\sim$ :Number securities σт	1F. ersons' votes $\sim$	______ --------------- power vouna -------------------------------------- _
ullv , ordinarv baid	.000 nno イウス	.000 nnn ת ה	070i 16.9 i 70 ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, _________

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
New Frontier	Acquisition of ordinary shares pursuant to the Memorandum of Understanding between New Frontier and Emerald Oil & Gas NL dated 16 February 2011 and attached as Annexure A.	125,000,000 fully paid ordinary shares
Iris Energy	Holds an interest in the share capital of New Frontier above 20%	125,000,000 fully paid ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be registered as	Class and number of
interest	securities	holder (8)	securities
New Frontier	New Frontier	New Frontier	125,000,000 fully paid
			ordinary shares
Iris Energy	New Frontier	New Frontier	125,000,000 fully paid
			ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
New Frontier	2 May 2011		New Frontier's 45% interest in the Green River Basin Joint Venture	125,000,000 fully paid ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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N/A	N١P

395460 1 Substantial Shareholder Notice (Form 603).doc

7. Addresses

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

Name	Address
New Frontier	Samyak Veera
	c/o CST Tax Advisors
	119 Alexander Street
	Crows Next NSW 2065
Iris Energy	Michel Escher
	c/o Portcullis TrustNet (Samoa) Ltd
	Portcullis TrustNet Chambers
	P.O. Box 1225
	Apia, Samoa

Signature

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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 7 of the form.
• $(2)$ See the definition of "associate" in section 9 of the corporations Law.
• See the definition of "relevant interest" in sections 608 and 617B(7) of the Corporations Law. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$
• The total number of voles atlached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an $(5)$ associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(6)$
• $(7)$ include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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 voting powers or disposal of $(b)$ 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 Law.

• 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". (8)
• 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, become entitled to receive in relation to that acquisition. Details m $(9)$ 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.

Annexure "A"

This is Annexure "A" of 6 pages referred to in the Form 603: Notice of initial substantial holder given by New Frontier Energy Inc under section 671B of the Corporations Law.

Signature of [Director/Company Secretary]

Dated: June 7, 2011

February 16, 2011

New Frontier Energy, Inc. 1801 Broadway, Suite 920 Denver, Colorado 80202 Attention: Samyak Veera

Dear Mr. Veera:

This memorandum of understanding ("MOU") between Emerald Oil and Gas NL ("EMR") and New Frontier Energy, Inc ("NFE") outlines the material terms and conditions of the proposed transaction whereby EMR would acquire certain of NFE's assets and assume certain liabilities associated with those assets. This MOU is expressly intended to create a binding agreement between EMR and NFE (each, a "Party", and together, the "Parties") in accordance with the terms and subject to the conditions of this MOU.

Assets: The Assets consist of (i) NFE's leasehold interests located within Routt and Moffatt Counties, Colorado and Carbon and Sweetwater Counties, Wyoming (the "Leases") (ii) any equipment or property used in connection with any oil and gas operations related to the Leases or leases pooled or unitized therewith (specifically excluding any assets, equipment, or property located in Denver County, Colorado or Arapahoe County, Colorado), (iii) NFE's limited partnership and general partnership interest in Slater Dome Gathering, LLLP, (iv) NFE's rights and claims under that certain Participation Agreement (as amended) between NFE and Entek GRB, LLC ("Entek") dated on or about August 10, 2009 (the "PA"); (v) NFE's claims against Slaterdome Gas, Inc pursuant to case No. 2010CV65 filed in District Court in Moffat County, Colorado and (vi) NFE's claims against Slaterdome Gas, Inc pursuant to case No. CV-10-202 filed in District Court in Carbon County, Wyoming.

Associated Liabilities: Associated Liabilities shall consist of any and all claims, obligations, and liabilities, known or unknown, arising from before, on or after the Closing Date, associated with, resulting from, or in any way connected to the Assets, specifically including environmental liabilities, except that EMR shall not assume, and NFE shall specifically retain any environmental liabilities arising in respect of the period prior to the Closing Date. NFE shall provide to EMR detailed information with regards to all the Associated Liabilities of which NFE has actual knowledge.

Consideration: EMR shall pay or provide to NFE the following:

$(A)$ A number of shares of EMR common stock (the "Purchase Shares") equal to AUD $5,000,000$ divided by the lower of (i) the lowest price (expressed in AUD) at which EMR issues shares in the period between the execution of this MOU and Closing and (ii) AUD 0.04. The Purchase Shares shall be unencumbered and

freely trading. The number of shares issued to NFE divided by 5,000,000 shall be known as the Issue Price.

$(B)$ Cash equal to USD 15 MM reduced by the USD value of the Purchase Shares, based on the prevailing mid-market exchange rate on the day of Closing.

Additional Consideration: There shall exist an undertaking provided by one or more reputed and creditworthy entities or individuals ("Liquidity Provider(s)") to purchase however many shares of EMR that NFE may, in its sole and absolute discretion, desire to sell to the Liquidity Provider(s), at a price per share equal to the Issue Price. This undertaking shall extend from Closing to 180 days after Closing. Nothing in this section shall obligate NFE to sell shares of EMR to Liquidity Provider(s) or shall prevent NFE from selling the shares of EMR it owns on the ASX or in one or more private transactions to one or more third parties.

Conditions of Closing: NFE shall assign the Assets to EMR, and EMR shall provide Consideration and assume the Associated Liabilities in accordance with the terms and conditions of the MOU, but subject to the following conditions that must be satisfied as of the Closing Date:

• Within 45 days of the execution of this MOU, EMR shall (i) hold a shareholder $1.$ meeting and receive shareholder approval for the Transaction, and (ii) complete its due diligence of the Assets and Associated Liabilities.
• Entek does not exercise its Preferential Right, as described in Section 9.2 of the $2.$ PA.
• Within 50 days of the execution of the MOU EMR shall raise the funds required $\overline{3}$ . to satisfy the cash component of the Consideration on terms acceptable to EMR and place the entire Consideration in escrow with an escrow agent reasonably satisfactory to NFE.
• $4.$ All representations and warranties made by NFE in this MOU and all representations and warranties that will be made by NFE in the Definitive Agreement, will be true and correct in all material respects.
• NFE owns, or is contractually entitled to Relevant Leases covering at least 15,000 5. "Net WI Acres" as defined in the following paragraphs.

Title: For the purposes of this MOU, NFE represents that it has a good faith belief that it owns, or for purposes of paragraph (d) below, is contractually entitled to Relevant Leases covering at least 15,000 "Net WI Acres". A "Net WI Acre" is, for each "Relevant Lease", the product of (a) the net mineral acres covered by the lease and (b) NFE's expected working interest in such lease assuming the Entek completes Phase III as defined in the PA. A Relevant Lease is any lease within the AMI (as defined in the PA) with a net revenue interest of at least 80% that:

• has an expiration date after December 31, 2012, or a)
• $b)$ is held by production, or
• is part of the Focus Ranch Federal Unit, or $\mathbf{c}$ )

2049731.1

$\sim$ $\sim$ $\sim$

• was acquired by Entek after August 10, 2009, except those leases where d) NFE has received an AMI notice from Entek and did not elect to participate in such leases, or
• either NFE or Entek have top leased or may top-lease on or before April $\mathbf{c}$ ) 30, 2011 within the AMI, that once re-leased, shall become a Relevant Lease.

For any such lease described in this paragraph (e) to be considered a Relevant Lease, NFE shall indemnify EMR and shall be solely responsible for any payments made or payable until December 31, 2012 in regards to such lease.

Closing: Closing shall take place at the earlier of (i) April 30, 2011 and (ii) the earliest date reasonably agreed by NFE and EMR after all of the following (the "Closing Date"):

• $(1)$ EMR has performed adequate due diligence to confirm, to its satisfaction, that (a) NFE owns or is contractually entitled to Relevant Leases comprising of 15,000 Net WI Acres and (b) there are no material environmental liabilities;
• $(2)$ documentation reasonably satisfactory to EMR to transfer ownership from NFE to EMR of the Assets:
• to the extent that approval by any governmental or regulatory body is required to $(3)$ effect the transfer of the leases described in (1), receipt of such approval
• documentation reasonably satisfactory to NFE to fully reflect and give rise to item $(4)$ (B) of Consideration

If, for any reason, the Transaction does not Close by the Closing Date, all the funds held in escrow will be returned to EMR, and neither Party shall have any further obligations or liabilities arising from this MOU.

Both NFE and EMR explicitly acknowledge that time is of the essence, and that each party shall take all actions necessary for or in furtherance of the Transaction at the earliest possible with all due alacrity.

Current Conduct: Until the Closing Date, NFE agrees to take all necessary actions to protect and maximize the value of the Assets, without regard to the existence of this MOU; in particular, NFE shall continue to vigorously defend its rights and pursue all available remedies with regards to the outstanding disputes with Slaterdome Gas, Inc and Entek GRB, LLC. NFE shall afford to EMR such access to the Assets, books and records, agreements. licenses and any other information related to the proposed transaction within NFE's possession or control that may be reasonably requested including any outstanding legal or environmental issues related to the Assets. Both EMR and NFE agree to make best efforts to expeditiously undertake any and all actions necessary for the successful closing of the Transaction.

Future Conduct: After the Closing Date, NFE agrees to provide all reasonable assistance to EMR in defending its rights and pursuing all available remedies with regards to the outstanding disputes with Slaterdome Gas, Inc and Entek.

EMR Representations and Warranties: EMR hereby represents and warrants that (i) with the exception of shareholder approval which it is prepared seek, it has all power and approvals needed to execute and perform under the terms of this MOU and (ii) to the best of EMR's knowledge, all information provided (prior to or after the date hereof) by EMR to NFE, its officers, consultants or agents is and will be true and correct in all material respects and does not and will not omit any material information.

NFE Representations and Warranties: NFE hereby represents and warrants that (i) it has all power and approvals needed to execute and perform under the terms of this MOU; (ii) there is no litigation pending or threatened against NFE except as set forth in NFE's public filing or has been disclosed to EMR; (iii) NFE is substantially compliant with all regulatory requirements pertaining to the Assets; and (iv) to the best of NFE's knowledge, all information provided (prior to or after the date hereof) by NFE to EMR is and will be true and correct in all material respects and does and will not omit any material information.

The Parties acknowledge that a further Definitive Agreement Definitive Agreement. will be required to fully reflect and give effect to the Transaction. This Definitive Agreement shall contain the additional terms, representations and warranties that are customary and reasonable for a transaction of this nature and with respect to NFE, include representations concerning organization and capacity, but shall not make any representations with respect to the Assets, other than such representations as are limited to NFE's good faith belief or its actual knowledge. NFE shall also represent that it has a good faith belief that all the information it has provided or will provide to EMR in connection with the Transaction is true and correct in all material respects. The Parties will each provide indemnification to the other for representations, warranties and covenants in the Definitive Agreement. All representations, warranties, covenants and agreements for indemnification will survive the Closing Date for a period of two (2) years.

Confidentiality. The Parties explicitly acknowledges that they are subject to that certain Confidentiality And Non-Competition Agreement dated November 29, 2010 and that certain Confidentiality Agreement dated November 29, 2010 (together, the "CAs"). The existence and terms and conditions of this MOU are subject to those CAs, except that NFE and EMR may make such disclosures as required by the relevant governing authority, regulatory body or stock exchange.

Governing Law. This MOU and the Definitive Agreement shall be governed by and construed in accordance with the internal laws, and not the laws governing conflicts of laws, of the State of Colorado and the parties each hereby submit to the exclusive jurisdiction of the Courts of that place.

Counterparts. This MOU may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The exchange of copies of this MOU and of signature pages by facsimile or by electronic image scan transmission in portable document format shall constitute effective execution and delivery of this MOU as to the Parties and may be used in lieu of the original MOU for all purposes.

Please signify your agreement to this MOU by signing in the space provided below and returning this MOU to EMR no later than February 17 2011.

Sincerely,

P.P M Kizus (x)

Chairman of the Board and General Counsel for Emerald OIL & Gas NL

Agreed to and Accepted For an on behalf of New Frontier Energy, Inc.

Samyak Veera President & CEO effective execution and delivery of this MOU as to the Parties and may be used in lieu of the original MOU for all purposes.

Please signify your agreement to this MOU by signing in the space provided below and returning this MOU to EMR no later than February 17 2011.

Sincerely.

$\frac{\rho_1 \rho_2}{\rho_1}$ $\frac{\gamma_1 \gamma_2}{\gamma_2 \gamma_1}$ $\frac{\gamma_2 \gamma_2}{\gamma_2 \gamma_2}$ $\frac{\gamma_1 \gamma_2}{\gamma_1 \gamma_2}$

Chairman of the Board and General Counsel for Emerald OIL & Gas NL

Agreed to and Accepted For an on behalf of New Frontier Energy, Inc.

Samyak Veera President & CEO

2049731-1

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