RED SKY ENERGY LIMITED. — Proxy Solicitation & Information Statement 2009

May 31, 2009

Red Sky Energy Limited

ACN 099 116 275

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at Suite 2, 16 Ord Street, West Perth, Western Australia on 3 July 2009 at 10:30am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on (08) 9486 1122

Review this document in detail and seek professional advice

This document contains important information about your investment in Shares and should be read in its entirety. We encourage you to seek advice from your financial advisers before making any decisions.

Vote on the resolutions

We strongly urge you to vote in person or by proxy at the General Meeting to be held at Suite 2, 16 Ord St, West Perth, Perth, Western Australia at 10.30am (WST) on 3 July 2009.

Voting in person

You may vote by attending the General Meeting to be held at Suite 2, 16 Ord St, West Perth, Perth, Western Australia at 10.30am (WST) on 3 July 2009.

If you are a corporate Shareholder and wish to appoint a representative to attend the General Meeting, you should ensure that your representative can provide appropriate evidence of his or her appointment.

You may appoint another person by power of attorney to attend the General Meeting and vote on your behalf. Appropriate evidence of the grant of the power of attorney must be received at the address below on or before 10.30am (WST) on 1 July 2009 (being 48 hours before the time of the General Meeting).

Voting by proxy

If you are unable to attend the General Meeting, you are encouraged to complete and return the proxy form attached to this Notice of Meeting.

A proxy form is enclosed with this document.

The instructions for completion of the proxy form are on the reverse side of the proxy form. The proxy form should be completed and returned to:

In person:	Suite 2, 16 Ord St, West Perth, Perth, Western Australia 6005
By post:	PO Box 1779, West Perth WA 6872
By fax:	+61 (8) 9486 1011

A reply paid envelope is enclosed for proxy forms posted from within Australia. To be valid, your proxy form must be received at the above address on or before 10.30am (WST) on 1 July 2009, being 48 hours before the time of the General Meeting (Proxy Deadline).

A written proxy appointment must be signed by the Shareholder or the Shareholder's attorney. Where the appointment is signed by the appointor's attorney, a certified copy of the authority, or the authority itself, must be lodged with the Company in one of the above ways by the Proxy Deadline. If facsimile transmission is used, the authority must be certified.

Questions

If you have any questions concerning your shareholding, please contact Red Sky Energy Limited, on +61 (8) 9486 1122, or your stockbroker or financial adviser.

RED SKY ENERGY LIMITED ACN 099 116 275

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of Red Sky Energy Limited (Red Sky Energy or the Company) will be held on 3 July 2009 commencing at 10.30am at Suite 2, 16 Ord Street West Perth, Western Australia 6005.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered as Shareholders of the Company on 1 July 2009 at 5.00pm (WST).

AGENDA

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

1. Proposed Capital Raising – Options

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve the issue of up to 300,000,000 Options each at an issue price of $0.0005 to acquire ordinary fully paid shares in the capital of the Company on the terms and conditions in the Explanatory Memorandum."

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 security holder, if the resolution is passed, and any associate of them. However, the Company need not disregard a vote if it is cast by a person as 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. on the proxy form to vote as the proxy decides.

For the purposes of determining voting entitlements at the General Meeting, Shares will be taken to be held by persons who are registered as holding Shares at 10.30am on 1 July 2009. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Proxy and Voting Entitlement Instructions are included on the Proxy Form accompanying this Notice of Meeting.

By order of the Board

Roland Berzins Director 29th May 2009

1. INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Red Sky Energy Limited in connection with the business to be conducted at the General Meeting of Shareholders to be held at Suite 2, 16 Ord Street West Perth Western Australia on 3 July 2009 at 10.30am.

This Explanatory Statement forms part of and should be read in conjunction with the accompanying Notice of Meeting.

Shareholders should note that all the Directors approved the proposal to put the Resolution to Shareholders as outlined in the Notice of Meeting and to prepare this Explanatory Statement.

ASX Listing Rule Requirements

ASX Listing Rule 7.1 provides that the prior approval of the shareholders of Red Sky Energy is required to issue equity securities if the securities will, when aggregated with the securities issued by Red Sky Energy during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

The number of securities to be issued by Red Sky Energy under the proposed Resolution will exceed 15% of the number of securities on issue and accordingly Shareholder approval is sought for the proposed capital raising.

The information required by ASX Listing Rules 7.1 and 7.3 to be provided to Shareholders is contained within this Explanatory Statement and the Notice of Meeting.

2. PROPOSED CAPITAL RAISING – OPTIONS

In accordance with the announcement made to the ASX on 25 May 2009, the majority of Red Sky Energy's options on issue will expire on or before 31 July 2009 and are unlikely to be exercised.

If Red Sky Energy is to go forward it will have to raise further capital in order to pursue corporate opportunities and fund its ongoing working capital requirements.

To that extent, the Company is requesting Shareholder approval to undertake a placement of up to 300,000,000 options, each exercisable at 2 cents, expiring 2 years from date of issue ("Options"). The Options are to be underwritten by Westar Capital Limited (AFSL 255789) and will raise up to $150,000 (before expenses of the offer of the Options).

Subject to compliance with ASX Listing Rules, it is the intention of the Company to seek quotation of these Options. The Options are proposed to be issued under a prospectus each at an issue price of $0.0005.

The Resolution of this Notice of Meeting proposes the issue of up to 300,000,000 Options each at a price of $0.0005.

For the purposes of the Shareholder approval of the issue of securities for the capital raising and the requirements of ASX Listing Rule 7.3, Shareholders are advised of the following information:

(a) Maximum number of Options to be issued:

300,000,000.

(b) Date by which Red Sky Energy will issue Options:

No later than three months after the date of the General Meeting.

(c) Price at which Options to be issued:

$0.0005 per Option.

(d) Basis upon which allottees will be determined:

Options will be issued at the direction of Westar Capital Limited.

(e) Terms of issue:

The Options will be issued on the terms and conditions as outlined in Appendix "A".

(f) Intended use of funds raised:

Funds raised from the issue will be used to supplement working capital and assist in evaluating and identifying new projects.

(g) Dates of allotment:

Allotment will occur progressively

(h) Voting Exclusion:

.

A voting exclusion statement is included in the Notice of Meeting.

3. DEFINITIONS

ASX	means ASX Limited (ABN 98 008 624 691) and, where the contextpermits, the Australian Securities Exchange operated by ASXLimited.
ASX Listing Rules	means the official listing rules of ASX.
Board	means the board of Directors of the Company,
Company or RedSky Energy	means Red Sky Energy Limited ACN 099 116 275.
Director	means a director of the Company.
	Explanatory Statement means this explanatory statement accompanying the Notice ofMeeting.
General Meeting	means the general meeting of the Shareholders of the Company tobe held by the Company at 48 Ord Street West Perth WesternAustralia on 3 July 2009 at 10:30am.
Notice of Meeting	means this notice of meeting and includes the ExplanatoryStatement and proxy form.
Option	means an option to acquire a Share on the terms and conditions asoutlined in Appendix "A".
Resolution	means a resolution referred to in the Notice of Meeting.
Share	means a fully paid ordinary share in the capital of the Companyand Shares has a corresponding meaning.
Shareholder	means the owner of a Share.
WST	means Western Standard Time.

In this Notice of Meeting, words importing the singular include the plural and vice versa.

APPENDIX "A"

Terms and Conditions of Options

1. Entitlement

The Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each Option.

1. Exercise Price

The exercise price of each Option is A$0.02

1. Expiry Date

Each Option expires on the date that is 2 years after the date the Options are granted.

1. Exercise Period

The Options are exercisable at any time on or prior to the Expiry Date.

1. Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of an Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

1. Shares issued on exercise

Shares issued on exercise of the Options rank equally with other issued Shares.

1. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the Options.

1. Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

• (a) issue the Share; and
• (b) do all such acts matters and things to obtain:
  • (i) the grant of quotation for the Share on ASX no later than 5 days from the date of exercise of the Option; and
  • (ii) receipt of cleared funds equal to the sum payable on the exercise of the Options.
• 1. Participation in new issues

There are no participation rights or entitlements inherent in the Options and the holder will not be entitled to participate in new issues of capital offered to

Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

1. Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of a Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and
• (b) no change will be made to the Exercise Price.
• 1. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price of an Option will be reduced according to the following formula:

New exercise price = $$ O - \frac{E[P - (S+D)]}{N+1} $$

• O = the old Exercise Price of the Option.
• E = the number of underlying Shares into which one (1) Option is exercisable.
• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.
• S = the subscription price of a Share under the pro rata issue.
• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).
• N = the number of Shares with rights or entitlements that must be held to receive a right to one (1) new Share.
• 1. Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholder may be varied to comply with the ASX Listing Rules which apply to the reconstruction at the time of the reconstruction.

1. Quotation of Options

Application for quotation of the Options will be made by The Company.

1. Options transferable

The Options are transferable.

15. Lodgement Instructions

Cheques shall be in Australian currency made payable to The Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

Proxy Form

The Secretary Red Sky Energy Limited Suite 4, 16 Ord Street WEST PERTH WA 6005

I/We (full name)

of_________________________________________________________________________________________

being a member(s) of Red Sky Energy Limited, hereby appoint as my/our proxy

of_________________________________________________________________________________________

or, failing him/her the Chairperson of the General Meeting to attend and vote for me/us at the General Meeting of the Company to be held at 10.30am on 3 July, 2009 and at an adjournment thereof in respect of __________% of my/our shares or, failing any number being specified, ALL of my/our shares in the Company.

__________________________________________________________________________________________

__________________________________________________________________________________________

The Chairman intends to vote all undirected proxies in favour of all resolutions.

RESOLUTIONS
		FOR	AGAINST	ABSTAIN
1	PROPOSED CAPITAL RAISING – OPTIONS

If the member is an individual or joint holder:

______________________________Usual Signature		____________________________Usual Signature
Dated this	day of	2009
If the member is a Company:
Signed in accordance with theConstitution of the companythe presence of:
Director/Sole Director	______________________ ____ ________________________Director/Secretary		___________________________Sole Director and Sole Secretary
Dated this	day of	2009

INSTRUCTIONS AS TO VOTING

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect to the resolution, please place a mark in the box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of the resolution and that votes cast by the Chair of the General Meeting other than as proxy holder will be disregarded because of that interest. The Chairman of the General Meeting intends to vote such proxies in favour of all resolutions.

If you do not mark the box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

NOTES

• 1. A member entitled to attend and vote is entitled to appoint not more than two proxies.
• 1. Where more than one proxy is appointed and that appointment does not specify the proportion or number of the member's votes, each proxy may exercise half of the votes.
• 1. A proxy need not be a member of the Company.
• 1. A proxy is not entitled to vote unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed is either deposited at the registered office of the Company (Suite 4, 16 Ord Street, West Perth, WA 6005) or sent by facsimile to that office on Fax: 08 9486 1011 to be received not less than 48 hours prior to the time of the General Meeting.
• 1. If the member is a company it must execute under its Common Seal or otherwise in accordance with its Constitution.