RED SKY ENERGY LIMITED. — Proxy Solicitation & Information Statement 2015

Feb 5, 2015

RED SKY ENERGY LIMITED

ACN 099 116 275

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Red Sky Energy Limited ("the Company" or "Red Sky") will be held at the Institute of Chartered Accountants, level 3, 600 Bourke Street, Melbourne, Victoria, 3000 at 11.00am (Melbourne, Victoria time) on 11 March 2015.

Further details in respect of each of the resolutions proposed in this Notice of General Meeting (“Notice”) are set out in the Explanatory Memorandum accompanying this Notice. The details of the resolutions contained in the Explanatory Memorandum should be read together with, and form part of, this Notice.

BUSINESS

Resolution 1 – Ratification of prior issue of placement shares

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 shareholders ratify the issue of 420,229,122 fully paid ordinary shares at an issue price of $0.0008 (0.08 cents) to clients of Halcyon Corporate Pty Ltd (being sophisticated, professional and other exempt investors), as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 1 by:

• a person who participated in the issue; or

• an associate of those persons.

However, the Company need not disregard a vote on this Resolution 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.

Resolution 2 – Approval to issue placement shares

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 shareholders approve the issue of 204,770,878 fully paid ordinary shares at an issue price of $0.0008 (0.08 cents) to clients of Halcyon Corporate Pty Ltd (being sophisticated, professional and other exempt investors), as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 2 by:

• 2 -

• persons who may participate in the proposed issue and persons who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed; or

• an associate of those persons.

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.

Resolution 3 – Approval to issue placement shares to Director – Mr R Krause

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

“THAT for the purposes of ASX Listing Rule 10.11 shareholders approve the issue of 62.5 million fully paid ordinary shares at an issue price of $0.0008 (0.08 cents) to Mr Russell Krause (a director of the Company) and/or his nominee, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 3 by:

• a person who is to receive securities in relation to the Company, persons who may participate in the proposed issue and persons who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed;

• an associate of those persons.

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.

Resolution 4 – Approval to issue placement shares to Director – Mr A Wing

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

“THAT for the purposes of ASX Listing Rule 10.11 shareholders approve the issue of 62.5 million fully paid ordinary shares at an issue price of $0.0008 (0.08 cents) to Mr Adrien Wing (a directors of the Company) and/or his nominee, as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

Voting Exclusion Statement:

The Company will disregard any votes cast on Resolution 4 by:

• 3 -

• a person who is to receive securities in relation to the Company, persons who may participate in the proposed issue and persons who might obtain a benefit except a benefit solely in the capacity of a holder of ordinary shares, if the resolution is passed;

• an associate of those persons.

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.

Resolution 5 – Performance Rights Plan

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

“ That, for the purposes of exception 9 in ASX Listing Rule 7.2 and for all other purposes including sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth) shareholders approve the Red Sky Performance Rights Plan as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

ASX Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by:

• a director of the Company (except one that is ineligible to participate in any employee incentive scheme in relation to the Company); and

• an associate of that person.

However, 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; and

• it is cast by a 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 decided.

Corporations Act voting restrictions - key management personnel & their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 5 by or on behalf of a member of the Company’s key management personnel within the meaning of the Corporations Act (including the Directors) or any of that person’s closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as “Restricted Voters”). However, the Company need not disregard a vote if:

• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 5; and

• it is not cast on behalf of a Restricted Voter.

The Chair of the Meeting may cast votes on Resolution 5 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 5 but expressly authorizes the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

• 4 -

Resolution 6 – Issue of Performance Rights – Mr R Krause

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

“ That, subject to Resolution 5 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes including sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth) shareholders approve the issue of a total of 75 million Performance Rights pursuant to the Red Sky Performance Rights Plan (each entitling the holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the capital of the Company) to Mr Russell Krause (a Director of the Company) as set out in the table below:

Series	Milestone:	Achieved:	Number of Performance Rights:
A	Market capitalisation of the Company of $5 million or more	Within 3 years (by 11 March 2018)	25 million
B	Market capitalisation of the Company of $7.5 million or more	Within 5 years (by 11 March 2020)	25 million
C	Raising a minimum of $1 million of capital	Within 5 years (by 11 March 2020)	25 million

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

ASX Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by:

• a director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought; and

• an associate of that person.

However, 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; and

• it is cast by a 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 decided.

Corporations Act voting restrictions - key management personnel & their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 6 by or on behalf of a member of the Company’s key management personnel within the meaning of the Corporations Act (including the Directors) or any of that person’s closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as “Restricted Voters”). However, the Company need not disregard a vote if:

• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 6; and

• it is not cast on behalf of a Restricted Voter.

The Chair of the Meeting may cast votes on Resolution 6 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 6 but expressly authorizes the

• 5 -

Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

Resolution 7 – Issue of Performance Rights – Mr A Wing

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

“ That, subject to Resolution 5 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes including sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth) shareholders approve the issue of a total of 75 million Performance Rights pursuant to the Red Sky Performance Rights Plan (each entitling the holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the capital of the Company) to Mr Adrien Wing (a Director of the Company) as set out in the table below:

Series	Milestone:	Achieved:	Number of Performance Rights:
A	Market capitalisation of the Company of $5 million or more	Within 3 years (by 11 March 2018)	25 million
B	Market capitalisation of the Company of $7.5 million or more	Within 5 years (by 11 March 2020)	25 million
C	Raising a minimum of $1 million of capital	Within 5 years (by 11 March 2020)	25 million

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

ASX Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 7 by:

• a director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought; and

• an associate of that person.

However, 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; and

• it is cast by a 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 decided.

Corporations Act voting restrictions - key management personnel & their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 7 by or on behalf of a member of the Company’s key management personnel within the meaning of the Corporations Act (including the Directors) or any of that person’s closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as “Restricted Voters”). However, the Company need not disregard a vote if:

• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 7; and

• it is not cast on behalf of a Restricted Voter.

• 6 -

The Chair of the Meeting may cast votes on Resolution 7 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 7 but expressly authorizes the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

Resolution 8 – Issue of Performance Rights – Mr C Carey

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

“ That, subject to Resolution 5 being passed, for the purposes of ASX Listing Rule 10.14, and for all other purposes including sections 259B(2) and 260C(4) of the Corporations Act 2001 (Cth) shareholders approve the issue of a total of 75 million Performance Rights pursuant to the Red Sky Performance Rights Plan (each entitling the holder, upon satisfaction of the applicable Milestone to one fully paid ordinary share in the capital of the Company) to Mr Clinton Carey (a Director of the Company) as set out in the table below:

Series	Milestone:	Achieved:	Number of Performance Rights:
A	Market capitalisation of the Company of $5 million or more	Within 3 years (by 11 March 2018)	25 million
B	Market capitalisation of the Company of $7.5 million or more	Within 5 years (by 11 March 2020)	25 million
C	Raising a minimum of $1 million of capital	Within 5 years (by 11 March 2020)	25 million

as described in the Explanatory Memorandum which accompanied and formed part of the Notice of General Meeting.”

ASX Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 8 by:

• a director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought; and

• an associate of that person.

However, 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; and

• it is cast by a 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 decided.

Corporations Act voting restrictions - key management personnel & their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolution 8 by or on behalf of a member of the Company’s key management personnel within the meaning of the Corporations Act (including the Directors) or any of that person’s closely related parties within the meaning of the Corporations Act (such as close family members and any controlled companies of those persons) (collectively referred to as “Restricted Voters”). However, the Company need not disregard a vote if:

• 7 -

• it is cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 8; and

• it is not cast on behalf of a Restricted Voter.

The Chair of the Meeting may cast votes on Resolution 8 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) does not specify how the proxy is to vote on Resolution 8 but expressly authorizes the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

By the order of the Board

Adrien Wing Company Secretary

Dated: 6 February 2015

The accompanying Explanatory Memorandum and the Proxy Form and Voting Instructions form part of this Notice.

• 8 -

PROXY AND VOTING INSTRUCTIONS

Proxy Instructions

How the Chairman will vote undirected proxies

A member who is entitled to vote at a meeting may appoint:

(a) one proxy if the member is only entitled to one vote; and

(b) one or two proxies if the member is entitled to more than one vote.

Where more than one proxy is appointed each proxy may be appointed to represent a specific proportion of the member’s voting rights. If the appointment does not specify the proportion or number of votes each proxy may exercise, each proxy may exercise half of the votes, in which case any fraction of votes will be disregarded.

The proxy form (and the Power of Attorney or other authority, if any, under which the proxy form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the proxy form (and the Power of Attorney or other authority) must be lodged at the registered office of the Company or sent by facsimile transmission to the registered office of the Company on (03) 9614 0550 not less than 11.00am (Melbourne, Victoria time) on 9 March 2015, being 48 hours before the time for holding the meeting, or adjourned meeting as the case may be, at which the individual named in the proxy form proposes to vote.

The proxy form must be signed by the member or his/her attorney duly authorised in writing or, if the member is a corporation, in a manner permitted by the Corporations Act. A proxy given by a foreign corporation must be executed in accordance with the laws of that corporation’s place of incorporation.

The Chair intends to vote undirected proxies in favour of all resolutions. Note that the Chair of the Meeting may only cast undirected proxies on Resolutions 5, 6, 7 and 8 as a proxy where the written appointment of the Chair as proxy (which may include appointment of the Chair as a proxy by default in the absence of another person) expressly authorizes the Chair to exercise the proxy if the resolution is connected directly or indirectly with the remuneration of a member of the Company’s key management personnel.

Corporate Representatives

Any corporation which is a member of the Company may authorise (by certificate under common seal or other form of execution authorised by the laws of that corporation’s place of incorporation, or in any other manner satisfactory to the Chair) a natural person to act as its representative at any general meeting. Corporate representatives are requested to bring appropriate evidence of their appointment as representative to the meeting. Attorneys are requested to bring original or a certified copy of the power of attorney pursuant to which they are appointed. Proof of identity will also be required for corporate representatives and attorneys.

Voting Entitlement

The Company has determined in accordance with the Corporations Act, that for the purpose of voting at the meeting, shares will be taken to be held by those who hold them at 7:00pm (Melbourne, Victoria time) on 9 March 2015. On a poll, members have one vote for every fully paid ordinary share held.

The proxy may, but need not, be a member of the Company.

A proxy form is attached to this Notice.

RED SKY ENERGY LIMITED ACN 099 116 275

("the Company")

GENERAL MEETING

EXPLANATORY MEMORANDUM

PURPOSE OF INFORMATION

This Explanatory Memorandum ("this Memorandum") accompanies and forms part of the Company’s Notice of the General Meeting to be held at the Institute of Chartered Accountants, level 3, 600 Bourke Street, Melbourne, Victoria, 3000 at 11.00am (Melbourne, Victoria time) on 11 March 2015. The Notice of Meeting incorporates, and should be read together with, this Memorandum.

BACKGROUND TO RESOLUTIONS 1, 2, 3 AND 4 - PLACEMENT

On 14 November 2014 the Company announced a placement of approximately 750 million shares to professional and sophisticated investors at an issue price of $0.0008 (0.08 cents) per share to raise approximately $600,000 (“the Placement”).

The Placement is being undertaken in two tranches.

The Company completed the first tranche of the Placement on 14 November 2014 by issuing 420,229,122 fully paid ordinary shares at an issue price of $0.0008 (0.08 cents) per share to raise $336,183. This tranche was conducted under the Company’s available capacity to issue shares under ASX Listing Rules 7.1 and 7.1A.

Resolution 1 seeks shareholder ratification of the issue of the first tranche shares pursuant to ASX Listing Rule 7.4. Passing Resolution 1 will reinstate the Company’s capacity to issue further securities (shares and options) without additional shareholder approval.

The completion of the second tranche of the Placement is subject to shareholder approval.

Commitments have been received for the second tranche of the Placement, being the balance of 329,770,878 shares for issue to professional and sophisticated investors at the same issue price of 0.08 cents per share to raise $263,817. Subject to shareholder approval, two of the directors of the Company, Mr Russell Krause and Mr Adrien Wing propose to each subscribe for 62.5 million shares pursuant to the Placement.

Resolution 2 seeks shareholder approval to issue 204,770,878 of second tranche shares to exempt investors who are not related parties of the Company pursuant to ASX Listing Rule 7.4.

Resolutions 3 and 4 seek shareholder approval to issue 62.5 million second tranche shares to each of Mr Krause and Mr Wing (who are related parties of the Company) or their nominees (a total of 125 million second tranche shares) pursuant to ASX Listing Rule 10.11.

Further details in respect of each resolution are set out below.

Capital raised under the Placement is primarily for purposes of funding a loan of $300,000 to Monument Resources Global Inc (which is to be applied to purposes of an oil improvement programme in the Cache Oilfield Oil and Gas Project (“the Project”) in Montezuma Country in Colorado, USA), working capital and associated fees.

RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES

This Resolution seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue 420,229,122 fully paid ordinary shares under the first tranche of the Placement.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period.

• 10 -

The Company obtained Shareholder approval under ASX Listing Rule 7.1A to issue shares under an additional 10% capacity at its 2014 annual general meeting.

Of the 420,229,122 shares, 252,137,473 were issued pursuant to Listing Rule 7.1, and 168,091,649 were issued pursuant to Listing Rule 7.1A.

The issue price of the Placement shares ($0.008) represented a 20.79% discount to the volume weighted average price for the 15 days on which trades of the Company’s shares were recorded on ASX ending on 13 November 2014 being the last trading day before the issue price was agreed with the participants in the Placement.

ASX Listing Rule 7.4 provides that where a company’s shareholders ratify the previous issue of securities made pursuant to ASX Listing Rules 7.1 and/or 7.1A (provided that the previous issue of securities did not breach ASX Listing Rule 7.1) those securities will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

By ratifying the issue of shares pursuant to the first tranche of the Placement, the total placement capacities under Listing Rules 7.1 and 7.1A will be reinstated and the Company will retain the flexibility to issue equity securities in the future up to a total 25% annual placement capacity without the requirement to obtain prior shareholder approval. Any issue of shares under the reinstated Listing Rule 7.1A 10% capacity must still comply with the requirements which apply to issues under that Rule, including that the shares are issued at a price which is at least 75% of the 15 day VWAP.

The following information is provided in accordance with the requirements of ASX Listing Rule 7.5:

• (a) The number of securities issued to which this Resolution applies was 420,229,122 fully paid ordinary shares;

• (b) The shares were issued at $0.0008 (0.08 cents) each;

• (c) The shares to be issued are fully paid ordinary shares in the Company having the same terms and rights as, and will rank equally with, the Company's existing listed fully paid ordinary shares;

• (d) The shares were issued to clients of Halcyon Capital Pty Ltd all of whom were sophisticated, professional or other exempt investors who were not related parties of the Company;

• (e) Funds raised by the issue of the first tranche shares was used primarily for purposes of funding a loan of $300,000 to Monument Resources Global Inc which is to be applied to purposes of an oil improvement programme in the Project, working capital and associated fees;

• (f) A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Statement.

RESOLUTION 2: APPROVAL TO ISSUE PLACEMENT SHARES

Resolution 2 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 204,770,878 shares as part of the second tranche issue under the Placement. The remaining 125 million shares, being the balance of the second tranche, would be issued subject to Resolutions 3 and 4 being passed (see below).

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue during any 12 month period any equity securities, or other securities with rights to conversion to equity (such as an option), if the number of those securities exceeds 15% of the number of securities in the same class on issue at the commencement of that 12 month period. One circumstance where an issue of securities is not taken into account in the calculation of this 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

• 11 -

The following information is provided in accordance with the requirements of ASX Listing Rule 7.3:

• (a) The maximum number of securities to be issued will be 204,770,878 fully paid ordinary shares;

• (b) The shares are expected to be issued approximately 10 business days after the meeting, but in any event no later than three (3) months after the date of the meeting (unless permitted to be issued at a later date by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission). All the shares are expected to be issued on the same date;

• (c) The issue price of the shares will be $0.0008 (0.08 cents) each, being the same as the issue price for the first tranche of the Placement;

• (d) The shares will be issued to clients of Halcyon Capital Pty Ltd all of whom are sophisticated, professional and other exempt investors (or their nominees) who are not related parties of the Company;

• (e) The shares to be issued are fully paid ordinary shares in the Company having the same terms and rights as, and will rank equally with, the Company's existing listed fully paid ordinary shares. The Company will apply to ASX for admission of the shares to quotation on ASX;

• (g) Funds raised by the issue of the shares will be applied as working capital and payment of fees associated with the Placement including a placement fee equal to 6% of funds raised and corporate advisory fees of $176,000 plus GST;

• (h) A voting exclusion statement is contained in the Notice of General Meeting accompanying this Explanatory Statement.

RESOLUTIONS 3 AND 4: APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTORS

In respect of the securities proposed to be issued to Directors of the Company, ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the Company. Resolutions 3 and 4 seek shareholder approval for the issue of securities to two Directors, Mr Krause and Mr Wing who are considered related parties of the Company, or their respective nominees. ASX Listing Rule 7.2 states that approval pursuant to ASX Listing Rule 7.1 is not required if approval is being obtained pursuant to ASX Listing Rule 10.11.

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

Section 210 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given on terms that:

• would be reasonable in the circumstances if the company and the related party were dealing at arms length; or

• are less favourable to the related party than the terms referred to in the preceding bullet point.

Resolutions 3 and 4 (respectively) seek shareholder approval for each of Mr Krause and Mr Wing to be issued 62.5 million shares (a total of 125 million shares) at a cash issue price of $0.0008 (0.08 cents) per share as part of the Placement.

Mr Krause and Mr Wing would participate in the Placement on the same terms as other non-related party exempt investors. Therefore, the Company considers that this financial benefit falls within the ‘arm’s length’ exception contained in section 210 of the Corporations Act and thus the Company is not

• 12 -

required to comply with the Chapter 2E requirement to obtain shareholder approval for the giving on the benefit.

The following information is provided in accordance with the requirements of ASX Listing Rule 10.13:

• The maximum number of securities to be issued to each of Mr Krause and Mr Wing is 62.5 million shares;

• The shares are expected to be issued approximately 10 business days after the meeting, but in any event no later than one (1) month after the date of the meeting (unless permitted to be issued at a later date by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission). All the shares are expected to be issued on the same date.

• The shares are to be issued to Mr Krause and Mr Wing under second tranche of the Placement, at an issue price of $0.008 (0.008) per share;

• The shares to be issued are fully paid ordinary shares in the Company having the same terms and rights as, and will rank equally with, the Company's existing listed fully paid ordinary shares. The Company will apply to ASX for admission of the shares to quotation on ASX;

• Funds raised by the issue of the shares will be applied as working capital and payment of fees associated with the Placement including a placement fee equal to 6% of funds raised and corporate advisory fees of $176,000 plus GST;

• Voting exclusion statements in respect of Resolutions 3 and 4 are contained in the Notice of General Meeting accompanying this Explanatory Statement.

RESOLUTIONS 5, 6, 7 AND 8 – PERFORMANCE RIGHTS PLAN AND ISSUE OF PERFORMANCE RIGHTS

Resolution 5 is proposed to introduce a performance rights plan (“the Red Sky Performance Rights Plan” or “the Plan”) to give officers and executives (including executive and non-executive directors of the Company or its subsidiaries) the opportunity to take up shares in the Company.

Resolutions 6, 7 and 8 seek shareholder approval for the issue under the Plan of 75 million Performance Rights each to three Directors of the Company, Mr Russell Krause, Mr Adrien Wing and Mr Clinton Carey (a total of 225 million Performance Rights). The Performance Rights entitle the holder to one fully paid ordinary share upon achievement of the applicable Milestones. The Performance Rights are described as Series A, B or C according to the Milestones and expiry dates set out in Resolutions 6, 7 and 8.

Resolutions 6, 7 and 8 are subject to Resolution 5 (the adoption of the Red Sky Performance Rights Plan) being passed.

The objects of the Red Sky Performance Rights Plan are to:

• provide an incentive for eligible executives;

• recognise the eligible executives and their expected efforts and contribution in the performance and success of the Company;

• provide eligible executives with the opportunity to acquire performance rights, and ultimately shares, in the Company in accordance with the Plan rules.

A summary of the Red Sky Performance Rights Plan is set out in Annexure A.

• 13 -

- Regulatory Requirements Corporations Act sections 259B and 260C

The proposed Plan provides that the Company may, at its election, issue new shares or procure the transfer of existing shares on the conversion or exercise of performance rights held by a participant.

The provision of performance rights to a participant resulting in Company procuring a transfer of existing shares may be regarded as the Company providing financial assistance to a person to acquire Red Sky shares which, subject to certain exceptions, is prohibited by section 260A of the Corporations Act.

Under section 260C(4) of the Corporations Act, a company may financially assist a person to acquire shares in the company if the financial assistance is given under an employee share scheme that has been approved by shareholders at a general meeting. Accordingly, Resolutions 5, 6, 7 and 8 seek the approval of shareholders of the Red Sky Performance Rights Plan and the issue of Performance Rights under the Plan.

It is noted that, notwithstanding the above shareholder approval, the definition of ‘employee share scheme’ under the Corporations Act only covers a scheme where shares are acquired by, or for the benefit of, employees or directors who hold salaried employment or office in the company or a related body corporate. This definition is unlikely to cover a director participating in the Red Sky Performance Rights Plan where that director does not receive a salary from the Company or a related body corporate. As such, the Plan provides that any shares to be provided upon conversion or exercise of performance rights by non-salaried directors will be new shares issued and allotted to the non-salaried director, rather than existing shares acquired by or on behalf of the non-salaried director by way of purchase and transfer.

It is possible that, if the Plan places restrictions on the transfer of shares acquired on the conversion or exercise of performance rights these restrictions may on one view constitute the Company ‘taking security’ over its own shares. Section 259B(1) of the Corporations Act provides that a company must not take security over shares in itself except as permitted under the Corporations Act. Section 259B(2) of the Corporations Act provides that the Company may take security over shares in itself under an employee share scheme that has been approved by shareholders at a general meeting. Therefore, seeking shareholder approval provides flexibility for the Company to include restrictions on transfers of shares issued under the Plan without breaching the Corporations Act.

- Regulatory Requirements ASX Listing Rules Chapter 7

ASX Listing Rule 7.1 requires that shareholder approval is required for an issue of securities if the securities will, when aggregated with the securities issued by the entity during the previous 12 months, exceed 15% of the number of securities on issue at the commencement of that 12 month period.

An exception to ASX Listing Rule 7.1, under Exception 9 of Listing Rule 7.2, is securities issued under an employee incentive scheme within 3 years of shareholder approval of that scheme. The Company therefore seeks approval under Exception 9 of Listing Rule 7.2 so that any issue of securities under the Red Sky Performance Rights Plan does not impede the capacity of the Company to issue up to a further 15% of its capital without shareholder approval.

A notice of meeting seeking approval under Exception 9 to Listing Rule 7.2 must include a summary of the terms of the performance rights plan. As noted above, a summary of the Red Sky Performance Rights Plan is set out in Annexure A.

Securities issued under the Plan since last approved

Exception 9 to Listing Rule 7.2 also requires the details of the number of securities issued under the Plan since it was last approved.

No plan to which Exception 9 to Listing Rule 7.2 has previously been approved, and no securities have been issued under such a plan.

• 14 -

- Regulatory Requirements ASX Listing Rules Chapter 10

ASX Listing Rule 10.14 provides that an entity must not permit a director or an associate of a director to acquire securities under an employee incentive scheme without the approval of ordinary shareholders.

ASX Listing Rule 10.14 does not apply to securities purchased on-market under the terms of an employee incentive scheme that provides for the purchase of securities by or on behalf of employees or directors however, by seeking approval under Listing Rule 10.14, the Company will preserve flexibility over how the Red Sky Performance Rights Plan is implemented.

ASX Listing Rule 10.15 requires that a notice of meeting seeking approval under clause ASX Listing Rule 10.14 contain the information set out below.

The maximum number of securities that may be acquired by persons for whom approval under ASX Listing Rule 10.14 is required is the maximum number of securities which may be issued under the Plan. The Company must not issue a performance right under the Plan if, the aggregate of:

• the number of shares which would be issued were each outstanding offer of shares, options and performance rights to acquire unissued shares were accepted, converted or exercised;

• the number of shares issued during the previous 5 years pursuant to the Performance Rights Plan or any other employee share scheme extending;

would, at the time of the proposed issue, exceed 5% of the total number of Red Sky’s then issued shares.

Unless the committee established under the Plan determines otherwise no payment of money is required for the issue of a performance right or the vesting, conversion or exercise of a performance right issued under the Plan. Each security issued under the Plan will be issued for no consideration upon achievement of the Milestone to that security (Series A, B or C Performance Rights, as applicable) described below.

Details of any securities issued under the Performance Rights Plan will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

The last date by which Performance Rights will be issued under the Plan is 11 March 2018, being 3 years after the date of the meeting at which shareholder approval is sought. Performance Rights to be issued as set out in Resolutions 6, 7 and 8 (if passed) are expected to be issued within three (3) business days after the meeting.

The Performance Rights will be issued in connection with services provided to the Company by the participants (or the individual who nominates the relevant participant) for no additional consideration.

Voting exclusion statements in respect of Resolutions 5, 6, 7 and 8 are contained in the Notice of General Meeting accompanying this Explanatory Statement.

Directors entitled to participate in the Plan

The names of all the current Directors who would be entitled to participate in the Red Sky Performance Rights Plan (or whose associates or nominees would be entitled to participate) are:

• Mr Russell Krause;

• Mr Adrien Wing; and

• Mr Clinton Carey.

There are currently no other directors or proposed directors or their associates entitled to participate in the Plan. Any additional director (or a nominee or associate) who becomes entitled to participate in

• 15 -

the Performance Rights Plan after Resolutions 5, 6, 7 and 8 are approved and who is not named in this Explanatory Statement will not participate until further shareholder approval is obtained under Listing Rule 10.14.

Milestones

The Performance Rights proposed to be issued to Directors subject to passing Resolutions 5, 6, 7 and 8 are subject to the performance hurdles (“Milestones”) set out in the following table:

Series	Milestone:	Achieved^:	Number of Performance Rights: Mr Krause Mr Wing Mr Carey	Number of Performance Rights: Mr Krause Mr Wing Mr Carey	Number of Performance Rights: Mr Krause Mr Wing Mr Carey
A	Market capitalisation of the Company of $5 million or more	Within 3 years (by 11 March 2018)	25 million	25 million	25 million
B	Market capitalisation of the Company of $7.5 million or more	Within 5 years (by 11 March 2020)	25 million	25 million	25 million
C	Raising a minimum of $1 million of capital	Within 5 years (by 11 March 2020)	25 million	25 million	25 million

^ If a Milestone is not achieved within the period stated, the applicable Performance Rights cannot be converted or exercised, and lapse and are cancelled automatically.

The Performance Rights in each series above convert automatically upon achievement of the Milestone applicable to that series without payment of any additional consideration. The Performance Rights are not subject to vesting conditions. The Milestones do not include continuing to be an officer or executive and a participant’s termination or resignation as an officer or executive of the Company (or that of the applicable individual who nominated the participant) does not affect the Performance Rights or cause them to lapse.

Issue of Performance Rights

Resolutions 6, 7 and 8 provide for shareholder approval for the respective issues of Performance Rights pursuant to the Red Sky Performance Rights Plan as follows:

Name (or nominee)	Series A	Series B	Series C
Resolution 6 Mr Krause	25 million	25 million	25 million
Resolution 7 Mr Wing	25 million	25 million	25 million
Resolution 8 Mr Carey	25 million	25 million	25 million

No loan has or will be made in respect of the issue, conversion, vesting or exercise of the Performance Rights.

Under Chapter 2E of the Corporations Act, a public company cannot give a “financial benefit” to a “related party” unless one of the exceptions to the section apply or shareholders have in a general meeting approved the giving of that financial benefit to the related party.

• 16 -

Section 211 of the Corporations Act provides that one of the exceptions to the requirement to obtain shareholder approval for giving a financial benefit to a related party is where the benefit is given to the related party as an officer of the Company and to give the remuneration would be reasonable given:

• the circumstances of the Company; and

• the related party’s circumstances (including the responsibilities involved in the office or employment).

The Performance Rights to be issued to directors have been valued by the Company’s internal management using a Monte Carlo simulation program, and based on the assumptions set out below the table, the Performance Rights set out in the table below are ascribed a value as follows:

Performance Rights	Series A	Series B	Series C
Number of Rights	25,000,000	25,000,000	25,000,000
Date of Calculation	28/01/2015	28/01/2015	28/01/2015
Last Share Price (Cents)	0.08	0.08	0.08
Milestones	$5m market cap	$7.5m market cap	Raising $1m capital
Term	3 years	5 years	5 years
Share Price Volatility %	198	198	n/a
Final calculation (cents)	0.089	0.118	0.080
**Final Value ($) ***	20,000	20,000	20,000
Indicated Value per Performance Right (cents) *	0.08	0.08	0.08

Assumptions:

Share Price:

Based on the recent placement of 420,229,122 shares on 14 November 2014 at 0.08 cents per share due to minimal trading since this capital raising. Probability of meeting the Series C performance condition within 5 years is considered almost 100%. This is based on management’s current negotiations with interested investors.

The above assumptions are assumptions for the purposes of the calculation and are expressly not and are not to be taken as an indication or representations that a particular future outcome or event will be or is likely to be achieved or will or is likely to occur.

* Notes: It is not appropriate to value the Performance Rights at above the recent placement share price of ROG.

The Performance Rights have Milestone hurdles to meet before converting to ROG Shares they are issued and therefore cannot be valued at more than ROG shares. The valuations noted above are not necessarily the market prices that the Performance Rights could be traded at if they were able to be traded and they are not automatically the market prices for taxation purposes.

• 17 -

Based on the above Indicated Value per Performance Right calculated using the recent placement share price, the aggregate value of the Performance Rights to be received by each of the Directors through the issues described above is as follows:

		Performance Rights proposed to be issued	Indicated Value per Performance Right (cents)	Value (see above)	Value (see above)	Other directors’ direct or indirect fees / remuneration (current per annum,) (plus GST if applicable)
Resolution 6 Mr Krause		Series A: 25 million Series B: 25 million Series C: 25 million Total: 75 million	0.08 0.08 0.08		$20,000 $20,000 $20,000 $60,000	$24,000 (director fees)
Resolution 7 Mr Wing		Series A: 25 million Series B: 25 million Series C: 25 million Total: 75 million	0.08 0.08 0.08		$20,000 $20,000 $20,000 $60,000	$24,000 per annum for directors fees and $66,000 per annum company secretary fees
Resolution 8 Mr Carey		Series A: 25 million Series B: 25 million Series C: 25 million Total: 75 million	0.08 0.08 0.08		$20,000 $20,000 $20,000 $60,000	$24,000 per annum for directors fees

If all the Performance Rights described above convert, the Directors’ respective (direct and indirect) share and/or option holdings (assuming no other acquisitions or disposals of shares or options, whether by exercising options or otherwise) would be as follows:

On the basis of their respective shareholdings as at the date of the Notice of Meeting:

	Existing Shares	Performance	Total if all
		Rights proposed to be issued	Performance Rights convert
Mr Krause	-	75,000,000	75,000,000
Mr Wing	-	75,000,000	75,000,000
Mr Carey	86,619,781	75,000,000	161,619,781

Assuming Resolutions 3 and 4 are passed:

	**Shares ***	Performance	Total if all
		Rights proposed to be issued	Performance Rights convert
Mr Krause	62,500,000	75,000,000	137,000,000
Mr Wing	62,500,000	75,000,000	137,500,000
Mr Carey	86,619,781	75,000,000	161,619,781

• 18 -

* Including shares issued under Resolutions 3 and 4 (respectively).

The Company considers the proposed issues are reasonable remuneration and, as such, fall within the exception set out in section 211 of the Corporations Act.

In reaching this view, the Company has considered the respective positions and responsibilities of each of the Directors, the Company’s reliance on a limited number of personnel, the need for the Company to effectively incentivise each of the Directors while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company, and the terms of the Performance Rights. The Company considers that the issue of Performance Rights to directors is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors.

• 19 -

ANNEXURE A

[Resolutions 5, 6, 7 & 8]

SUMMARY OF PERFORMANCE RIGHTS PLAN

DEFINITIONS

For the purpose of this summary:

“ Accelerated Vesting Event ” means with respect to a participant the occurrence of:

• (a) a Special Circumstance in respect of the participant; and (b) a circumstance set out in the Plan Rules (summarised below).

“ Executive ” means:

• (a) an individual whom the Plan Committee determines to be in the full-time or part-time employment of a body corporate in the Group (including any employee or parental leave, long service leave or other special leave as approved by the Plan Committee);

• (b) a director of a body corporate in the Group who holds salaried employment or office in a body corporate in the Group;

• (c) a director of the Company;

• (d) an individual who provides services to a body corporate in the Group whom the Plan Committee determines to be an Executive for the purposes of the Plan;

• (e) an individual whose associate (as that expression is defined in section 139GE of the Income Tax Assessment Act 1936 (Cth)) provides services to a body corporate in the Group which individual the Plan Committee determines to be an Executive for the purposes of the Plan; or

• (f) an individual otherwise in the employment of a body corporate in the Group whom the Plan Committee determines to be an Executive for the purposes of the Performance Rights Plan.

“ Group ” means the Company and its subsidiaries.

“ Performance Right ” means an entitlement to a Share, subject to satisfaction of performance hurdles, and the corresponding obligation of the Company to provide a Share, pursuant to the acceptance by an Executive of an offer made to the Executive as provided for in the Rules.

“ Plan ” means the Red Sky Performance Rights Plan.

“ Plan Committee ” means the remuneration committee or another committee of the Company’s Board to which power to administer the Plan has been delegated or if there has been no delegation, the Board.

“ Rules ” mean the rules governing the operation of the Plan set out in the Performance Rights Plan Rules, as amended from time to time.

“ Share ” means a fully paid ordinary share in the Company.

• “Special Circumstances” means with respect to a participant: (a) total and permanent disablement;

• (b) redundancy; (c) death; or

• (d) any other circumstances as the Plan Committee may at any time determine (whether in relation to the participant, a class of participants, particular circumstances or a class of circumstances) and whether before or after the issue date of the relevant Performance Rights.

• 20 -

SUMMARY

Under the proposed Rules, the Plan Committee may offer Performance Rights to certain Executives.

The Performance Rights offered under the Plan may be subject performance, vesting, conversion or other conditions determined by the Plan Committee. These performances, vesting, conversion and/or other conditions will be specified in an offer of Performance Rights to an Executive. If the offer in respect of any Performance Right specifies any performance hurdle(s), the Performance Right will not convert or cannot be exercised (as the case requires) and will not be taken to have been converted or exercised unless and until the applicable performance hurdle(s) has or have been achieved (unless the performance hurdle(s) is or are permitted to be waived, in whole or in part, by the Plan Committee under the listing rules of ASX, and are so waived).

An Eligible Executive that accepts an offer of Performance Rights (or his or her nominee) is known as a Participant. Each Performance Right will, upon conversion or exercise in accordance with its terms of issue, entitle the Participant to one Share. Under the Rules, upon conversion or exercise of a Performance Right, the Company must:

• subject to the bullet point below, procure the transfer of one Share or issue and allot one Share to the Participant; or

• if the Participant is a director of a body corporate in the Group but does not hold salaried employment or office in a body corporate in the Group, then the Company must issue and allot one Share to the Participant.

Generally, if an Exercise Period is specified or described a Performance Right may be exercised at any time during the Exercise Period for that Performance Right. A Performance Right may only convert or be exercised before the Exercise Period where (if and then only to the extent permitted by the listing rules of ASX):

• an Accelerated Vesting Event occurs while a Participant is employed with or holds an office with the Group and the Plan Committee brings forward the First Exercise Date or waives or varies any performance hurdles; or

• if the offer of Performance Rights accepted by the Participant provides for certain circumstances where the First Exercise Date is brought forward or the performance hurdles are waived or varied and, those circumstances occur.

The Plan provides that Performance Rights may only be transferred, by an instrument of transfer, in the following circumstances (each of which is an Accelerated Vesting Event):

• a transfer constituting the necessary transfer documents following an acceptance of an offer made under an off-market bid relating to Performance Rights;

• a transfer to a bidder on the sale of the Performance Rights under Division 3 of Part 6A.I of the Corporations Act;

• a transfer to a 100% holder on the sale of the Performance Rights under Division 2 of Part 6A.2 of the Corporations Act;

• a transfer under Part 6A.3 of the Corporations Act to a person entitled to acquire Performance Rights under section 661A or 664A of the Corporations Act; or

• a transfer approved by the Board in those circumstances as may be determined by the Board.

The Plan Committee must take reasonable steps to ensure that Performance Rights are not granted or issued to a Participant under the Performance Rights Plan if the number of Shares the subject of the Performance Rights or that are to be received on the conversion or exercise of the Performance Rights when aggregated with:

• 21 -

• the number of Shares which would be issued were each outstanding offer with respect to Shares, units of Shares, options and performance rights to acquire unissued Shares, under an employee share scheme to be accepted, converted or exercised; and

• the number of Shares issued during the previous five years pursuant to the Plan or any other employee share scheme extending only to eligible officers or employees of the Company,

would exceed 5% of the total number of issued Shares as at the time of the proposed grant or issue.

For the purpose of calculating the 5% limit, any off made, or option of Performance Right acquired or Share issued by way of or as a result of:

• an offer to a person situated at the time of receipt of the offer outside of Australia;

• an offer that did not need disclosure to investors because of section 708 of the Corporations Act;

• an offer that did not require the giving of a Product Disclosure Statement because of section 1012D of the Corporations Act; or

• an offer made under a disclosure document or Product Disclosure Statement,

can be disregarded.

RED SKY ENERGY LIMITED

ACN 099 116 275 (please use a tick or ‘X

when marking boxes’)

PROXY FORM

Name of Shareholder: Address of Shareholder: Number of Votes:

I/We being a member/s of Red Sky Energy Limited (“the Company”) and entitled to attend and vote at the meeting of the Company to be held on 11 March 2015 at the Institute of Chartered Accountants, level 3, 600 Bourke Street, Melbourne, VIC, 3000 at 11.00am appoint:

	the Chair of the	OR
	meeting			……………………………………………………………………………………………………………
(mark box)			(mark box)	(Full name of proxy or the office of the proxy)

or if the person or body corporate named above fails to attend the meeting, or if no person/body corporate is named, the Chair of the meeting as my/our proxy to attend that meeting and vote on my/our behalf at that meeting and any adjournment or postponement of that meeting in accordance with the following directions (or if no directions have been given, as the proxy sees fit).

If two proxies are appointed, the proportion of voting rights this proxy represents is ……...%.

IMPORTANT : Directing the Chair how to vote on Resolutions 5, 6, 7 and 8.

If you appoint the Chair as your proxy (or he is appointed in default) and you do not mark this box (please use a tick or ‘X’), and you have not directed your proxy how to vote on Resolutions 5, 6, 7 and 8, the Chair will not cast your votes on Resolutions 5, 6, 7 and 8 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 5, 6, 7 and 8. If you appoint the Chair of the meeting as your proxy you can direct the Chair how to vote on Resolutions 5, 6, 7 and 8 by either marking the relevant box below (for example if you wish to vote “against” or “abstain” from voting) or by marking the box to the left (in which case the Chair will vote in favour of Resolutions 5, 6, 7 and 8). The Chair intends to vote all available proxies in favour of Resolutions 5, 6, 7 and 8 . I/We (except where I/we have indicated a different voting intention below):

• direct the Chair of the meeting to vote in accordance with the Chair’s voting intentions on Resolutions 5, 6, 7 and 8 to vote in favour of those Resolutions;

• authorise, in respect of Resolutions 5, 6, 7 and 8, the Chair of the meeting to vote as described even though Resolutions 5, 6, 7 and 8 are connected (or may be connected) directly or indirectly with the remuneration of a member of key management personnel for the Company group; and

• acknowledge that the Chair of the meeting may exercise my proxy in respect of Resolutions 5, 6, 7 and 8 even though the Chair may have an interest in the outcome of those Resolutions and that votes cast by the Chair of the meeting for those Resolutions, other than as proxy holder, will be disregarded because of that interest.

VOTING DIRECTIONS FOR YOUR PROXY

To instruct your proxy how to vote, mark (please use a tick or ‘X’) in the appropriate column against each resolution set out below. If you appoint the Chair as your proxy (or he is appointed in default) you should note that, subject to the notes above, the Chair intends to vote undirected proxies in favour of all Resolutions. If you do not instruct your proxy how to vote on a resolution, subject to the notes above, your proxy may vote as he/she thinks fit or abstain from voting.

I/We direct my/our proxy to vote as indicated below:

			FOR	AGAINST	ABSTAIN
Resolution 1	RATIFICATION OF PRIOR ISSUE OF PLACEMENT SHARES
Resolution 2	APPROVAL TO ISSUE PLACEMENT SHARES
Resolution 3	APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – MR R KRAUSE
Resolution 4	APPROVAL TO ISSUE PLACEMENT SHARES TO DIRECTOR – MR A WING
Resolution 5	PERFORMANCE RIGHTS PLAN AND ISSUE OF PERFORMANCE RIGHTS
Resolution 6	ISSUE OF PERFORMANCE RIGHTS – MR R KRAUSE
Resolution 7	ISSUE OF PERFORMANCE RIGHTS – MR A WING
Resolution 8	ISSUE OF PERFORMANCE RIGHTS – MR C CAREY
If a person: _______ (Signature) (all joint holders to sign) ______ Name (print) Date: __/_/___		If a company: EXECUTED by: ______ in accordance with the (Print name of company) Corporations Act __ __ (Signature) (Signature) ([ ] tick here if sole director and sole secretary) Date: _//__

This page has been left blank intentionally