NOTICE OF GENERAL MEETING

Including Explanatory Memorandum and Proxy Forms

RED SKY ENERGY LIMITED

ACN 099 116 275

TIME 11:00am (Melbourne time)

DATE: 10 September 2018

PLACE: The offices of RSM Australia Pty Ltd, Level 21, 55 Collins Street, Melbourne VIC 3000

This Notice of General Meeting (Notice) and the accompanying Explanatory Memorandum (Memorandum) should be read in their entirety. If, as a Shareholder, you are in doubt as to the course you should follow, please consult your financial or professional adviser prior to voting. Should you wish to discuss the matters in this Notice please do not hesitate to contact the Company Secretary on +61 3 9614 0600

Notice of General Meeting (setting out the proposed Resolutions)	3
Explanatory Memorandum (explaining the proposed Resolutions)	9

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

The General Meeting (Meeting) of Shareholders to which this Notice relates will be held at 11:00am (Melbourne time) on 10 September 2018 at the offices of RSM Australia Pty Ltd, Level 21, 55 Collins Street, Melbourne VIC 3000.

YOUR VOTE IS IMPORTANT

The business of the Meeting affects the Company and your vote is important.

VOTING IN PERSON

To vote in person, attend the Meeting on the date and at the time and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return it by:

(a) post to Level 17, 500 Collins Street, Melbourne, Victoria 3000; or
(b) Facsimile on facsimile number +61 3 9614 0550

So that it is received no later than 48 hours prior to the date of the Meeting.

Proxy Forms received later than this time will be invalid

RED SKY ENERGY LIMITED [ACN 099 116 275] NOTICE OF GENERAL MEETING

Notice is given that the General Meeting ("Meeting") of Red Sky Energy Limited ("the Company" or "Red Sky") will be held at 11:00am (Melbourne time) on 10 September 2018 at the offices of RSM Australia Pty Ltd, Level 21, 55 Collins Street, Melbourne VIC 3000.

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

BUSINESS

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF 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 and for all other purposes, shareholders ratify the prior issue of 150,000,000 fully paid ordinary shares at an issue price of 0.4 cents ($0.004) per share in a placement to clients of Taylor Collison Limited who were unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act on 18 July 2018, as described in the Explanatory Memorandum which accompanied and formed part of the Notice."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) a person who participated in the issue; and
(b) an associate of those persons.

However, the Company will not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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 FOR ISSUE OF 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 and for all other purposes, approval is given for the Company to issue up to 250,000,000 fully paid ordinary shares at an issue price of 0.4 cents ($0.004) per share to clients of Taylor Collison Limited who are unrelated professional, sophisticated and other exempt investors that do not require disclosure under Chapter 6D of the Corporations Act, as described in the Memorandum which accompanied and formed part of this Notice."

Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person or persons who are expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary shares in the Company).

However, the Company will not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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 3A - APPROVAL OF ISSUE OF SHARES TO TAYLOR COLLISON LIMITED

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

"THAT for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 100,000,000 fully paid ordinary shares to Taylor Collison Limited (and/or its nominee(s)), as described in the Memorandum which accompanied and formed part of this Notice."

Voting Exclusion

However, the Company will not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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 3B - APPROVAL OF ISSUE OF SHARES TO TAYLOR COLLISON LIMITED

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

Voting Exclusion

However, the Company will not disregard a vote if it is cast by:

(a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
(b) 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 – ADOPTION OF EMPLOYEE SECURITY OWNERSHIP PLAN

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

"That, for the purposes of ASX Listing Rule 7.2 Exception 9(b), and for all other purposes including section 259B and 260C of the Corporations Act 2001 (Cth), approval is given for the Company to adopt an employee incentive scheme, being the Red Sky Energy Employee Security Ownership Plan, on the terms and conditions set out in the Memorandum which accompanies and forms part of this Notice."

ASX Voting Exclusion

The Company will disregard any votes in favour of this Resolution by:

(a) a director of the Company (except one who is ineligible to participate in any employee incentive scheme in relation to the Company); and
(b) any associates of that person.

However, the Company need not disregard a vote if it is cast by a person:

(a) as proxy for a person who is entitled to vote, in accordance with the direction on a proxy form;
(b) 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 they decided.

Corporations Act Voting Restriction

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on this Resolution by proxies 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 this Resolution.

The Chair of the Meeting may cast votes on the Resolution as a proxy where the written appointment of the Chair as a 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 this Resolution but expressly authorises 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 5A – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR GUY LE PAGE

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the issue of a total of 10,000,000 performance rights pursuant to the Red Sky Energy Employee Security Ownership 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 Guy Le Page (and/or his nominee(s)) as set out in the Memorandum which accompanied and formed part of this Notice."

A voting exclusion statement as set out on below applies to this resolution 5A.

RESOLUTION 5B – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR CLINTON CAREY

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the issue of a total of 10,000,000 performance rights pursuant to the Red Sky Energy Employee Security Ownership 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 (and/or his nominee(s)) as set out in the Memorandum which accompanied and formed part of this Notice."

A voting exclusion statement as set out below applies to this resolution 5B.

RESOLUTION 5C – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR ADRIEN WING

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the issue of a total of 10,000,000 performance rights pursuant to the Red Sky Energy Employee Security Ownership 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 (and/or his nominee(s)) as set out in the Memorandum which accompanied and formed part of this Notice."

A voting exclusion statement as set out below applies to this resolution 5C.

ASX Voting Exclusion – Resolutions 5A – 5C

The Company will disregard any votes cast in favour of Resolutions 5A - 5C by or on behalf of:

(a) any director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under Listing Rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; and
(b) any associate of that person.

However, the Company need not disregard a vote if:

(a) 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
(b) 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.

Corporations Act voting restrictions – key management personnel and their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on Resolutions 5A – 5C 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:

(a) it is a cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of a Restricted Voter.

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

RESOLUTION 6 – APPROVAL OF ISSUE OF SHARES - RM CORPORATE FINANCE PTY LTD

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 and for all other purposes, approval is given for the Company to issue 38,687,376 fully paid ordinary shares to RM Corporate Finance Pty Ltd (and/or its nominee(s)) as set out in the Memorandum that accompanied and formed part of this Notice.

ASX Voting Exclusion

The Company will disregard any votes cast in favour of this resolution by or on behalf of RM Corporate Finance Pty Ltd and any of its associates.

However, the Company need not disregard a vote if:

(a) 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
(b) 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 7 – APPROVAL OF ISSUE OF SHARES – MR ANDREW KNOX

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

"That, for the purposes of ASX Listing Rule 10.14, and for all other purposes, shareholders approve the issue of a total of 30,000,000 fully paid ordinary shares pursuant to the Red Sky Energy Employee Security Ownership 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 Andrew Knox (and/or his nominee(s)) as set out in the Memorandum which accompanied and formed part of this Notice."

ASX Voting Exclusion

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

(a) any director of the Company who is eligible to participate in the employee incentive scheme in respect of which the approval is sought and, if ASX has expressed an opinion under Listing Rule 10.14.3 that approval is required for participation in the employee incentive scheme by anyone else, that person; and
(b) any associate of that person.

However, the Company need not disregard a vote if:

(a) 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
(b) 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.

Corporations Act voting restrictions – key management personnel and their closely related parties

In accordance with the Corporations Act 2001 (Cth), the Company will disregard any votes cast on this Resolution 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:

(a) it is a cast by a person as a proxy appointed in writing that specifies how the proxy is to vote on this Resolution; and
(b) it is not cast on behalf of a Restricted Voter.

By the order of the Board

Dated: 8 August 2018

Adrien Wing Non-Executive Director and Company Secretary

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

PROXY INSTRUCTIONS

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

one proxy if the member is only entitled to one vote; and
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 Company's registered office on +61 3 9614 0550 not less than 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.

A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the Meeting.

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

A proxy form is attached to this Notice.

If you sign the proxy form and do not appoint a proxy, you will have appointed the Chair of the meeting as your proxy.

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 of the Meeting, a natural person to act as its representative at any Meeting.

Corporate representatives are requested to bring appropriate evidence of appointment as a representative in accordance with the Constitution. Attorneys are requested to bring an original or certified copy of the power of attorney pursuant to which they were appointed. Proof of identity is also required for corporate representatives and attorneys.

VOTING ENTITLEMENT

For the purposes of the Corporations Act and Corporations Regulations shareholders entered on the Company's Register of Members as at 7:00pm (Melbourne time) on 8 September 2018 are entitled to attend and vote at the meeting.

On a poll, members have one vote for every fully paid ordinary share held. Holders of options are not entitled to vote.

Subject to the restriction set out in the Notice, the Chair of the meeting will vote undirected proxies in favor of all of the proposed resolutions.

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

Subject to any applicable voting prohibition, the Chair of the Meeting will vote undirected proxies in favour of all Resolutions. However, any undirected proxies held by the Chair will not be voted on Resolutions 4, 5A – 5C and 7 unless the express consent of the shareholder is given in the proxy appointment.

UNDIRECTED PROXIES ON RESOLUTIONS 4, 5A – 5C and 7

Directors of the Company, any other of the Company's key management personnel or any of their closely related parties will not be able to vote undirected proxies held by them on Resolutions 4, 5A – 5C and 7. Key management personnel of the Company comprise the directors of the Company and those other persons having authority and responsibility for Planning, directing and controlling the activity of the Company, directly or indirectly.

RED SKY ENERGY LIMITED ACN 099 116 275

GENERAL MEETING EXPLANATORY MEMORANDUM

INTRODUCTION

This Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at 11:00am (Melbourne time) on 10 September 2018 at the offices of RSM Australia Pty Ltd, Level 21, 55 Collins Street, Melbourne VIC 3000.

The Notice incorporates, and should be read together with, this Memorandum.

Background to Resolutions 1 and 2

On 10 July 2018, the Company announced it had entered into a capital raising mandate with Taylor Collison Limited (Taylor Collison) for a placement of 400,000,000 fully paid ordinary shares in the Company at an issue price of 0.4 cents ($0.004) per share to raise $1,600,000 before costs (Placement). Taylor Collison acts as the Lead Manager of the Placement.

The Placement was proposed to be conducted across two tranches as follows:

the first tranche of 150,000,000 fully paid ordinary shares were issued on 18 July 2018 without shareholder approval using the Company's existing capacity under ASX Listing Rule 7.1 and ASX Listing Rule 7.1A. Ratification by shareholders of the prior issue of these shares is sought under Resolution 1 of the Notice; and
the second tranche of 250,000,000 fully paid ordinary shares, the issue of which are subject to shareholder approval which is sought under Resolution 2 of the Notice. The issue of these shares is also subject to the Company completing its acquisition of the Innamincka Dome Project and receipt of required Ministerial approvals post-completion as announced on 10 July 2018.

All recipients and proposed recipients of shares under the Placement are clients of Taylor Collison who are unrelated professional, sophisticated and other exempt investors who do not require disclosure under Chapter 6D of the Corporations Act.

Taylor Collison acts as Lead Manager of the Placement and is entitled to a fee of 6% of the total funds raised from the Placement.

The Company is also undertaking a non-renounceable entitlement offer to shareholders in Australia, New Zealand and Singapore to raise approximately $600,000. Taylor Collison is proposed to act as underwriter of the entitlement offer. None of the resolutions in this Notice relate to the entitlement offer.

Background to Resolutions 3A and 3B

On 10 July 2018, the Company also announced its wholly owned subsidiary, Red Sky (NT) Pty Ltd, had entered a conditional sale and purchase agreement to acquire the interests of Acer Energy Pty Ltd, a wholly owned subsidiary of Beach Energy Limited, in the Innamincka Dome Project (including all existing production infrastructure, storage tanks, yards and camp facilities) located in the Cooper Basin, South Australia (Acquisition). Completion of the Acquisition remains conditional upon satisfaction of various conditions, including the receipt of required Ministerial approvals post-completion. Taylor Collison introduced the Acquisition to the Company.

Noting the above, the Company proposes issuing the following securities to Taylor Collison as an introduction fee, subject to satisfaction of applicable milestones and shareholder approval (if required):

100,000,000 fully paid ordinary shares upon completion of the Acquisition and receipt of required Ministerial approvals post-completion (First Fee Shares). Shareholder approval to issue the First Fee Shares is sought under Resolution 3A of the Notice; and
100,000,000 fully paid ordinary shares upon having 3 successive months of profitability at the Innamincka Dome Project (defined as positive EBITDA for the avoidance of doubt excluding any

corporate overhead) (Second Fee Shares). Shareholder approval to issue the Second Fee Shares is sought under Resolution 3B of the Notice.

The Company has obtained a waiver of ASX Listing Rule 7.3.2 to allow for the First Fee Shares and Second Fee Shares to be issued more than 3 months from obtaining shareholder approval. Details of any ASX Listing Rule waivers granted by ASX will be announced by the Company.

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

Resolution 1 seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for the prior issue of 150,000,000 fully paid ordinary shares in a placement to clients of Taylor Collison who were unrelated professional, sophisticated and other exempt investors that did not require disclosure under Chapter 6D of the Corporations Act. The issue was the subject of an Appendix 3B released on 17 July 2018.

The 150,000,000 fully paid ordinary shares were issued without shareholder approval using the Company's existing placement capacity under ASX Listing Rules 7.1 and 7.1A. ASX Listing Rule 7.1 provides, subject to Listing Rule 7.1A (among others), that a company must not, subject to specified exceptions, issue or agree to issue during any twelve-month period any equity securities, or other securities with rights to conversion to equity (such as options), 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.

The Company obtained Shareholder approval under ASX Listing Rule 7.1A to issue shares under an additional 10% capacity at its 2017 Annual General Meeting.

Of the 150,000,000 shares issued, 89,127,209 shares were issued pursuant to the Company's placement capacity under ASX Listing Rule 7.1 and 60,872,791 shares were issued pursuant to the Company's placement capacity under ASX Listing Rule 7.1A.

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

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 25% annual placement capacity pursuant to ASX Listing Rule 7.1 and Listing Rule 7.1A 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 that 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 total number of shares issued was 150,000,000 fully paid ordinary shares in the Company.
(b) The price at which the shares were issued was 0.4 cents ($0.004) per shares.
(c) The shares have the same terms and rights as, and rank equally with, the Company's existing listed fully paid ordinary shares.
(d) The shares were issued to clients of Taylor Collison Limited who were unrelated professional, sophisticated and other exempt investors who did not require disclosure under Chapter 6D of the Corporations Act.
(e) Funds raised by the issue of shares have been, or will be, applied to re-development of the Innamincka Dome Project proposing to be acquired by the Company (subject to completion of that acquisition and obtaining required Ministerial approvals post-completion), funding the ongoing costs of the Company's existing Gold Nugget gas project and to meeting working capital requirements and the costs of the issue.
(f) A voting exclusion is contained in the Notice accompanying this Memorandum.

RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES

Resolution 2 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for issue of up to 250,000,000 fully paid ordinary shares at an issue price of 0.4 cents ($0.004) per share in a placement to clients of Taylor Collison who are unrelated professional, sophisticated and other exempt investors who do not require disclosure under Chapter 6D of the Corporations Act. The issue of these shares are subject to the Company completing its acquisition of the Innamincka Dome Project and receipt of required Ministerial approvals postcompletion.

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 company's issued share capital at the commencement of that 12-month period. One circumstance where an action or an issue is not taken into account in the calculation of the 15% threshold is where the issue has the prior approval of shareholders at a general meeting.

ASX Listing Rule 7.3 requires that the meeting document concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 7.1 must contain the following information:

(a) The maximum number of securities to be issued under the approval sought through this resolution is 250,000,000 ordinary shares.
(b) The Company has obtained a waiver of ASX Listing Rule 7.3.2 to allow for the shares the subject of this Resolution to be allotted more than three (3) months after the date of the Meeting, provided the shares are issued no later than 12 months after the Meeting. The shares must be issued within 7 days of completion of the Acquisition and receipt of required Ministerial approvals
(c) The shares will be issued at an issue price of 0.4 cents ($0.004) per share.
(d) The shares will be issued to clients of Taylor Collison Limited who are professional, sophisticated and other exempt investors who do not require disclosure under Chapter 6D of the Corporations Act.
(e) The shares are fully paid ordinary shares which will rank equally with the Company's existing ordinary shares.
(f) Funds raised from the issue of shares are intended to be applied to re-development of the Innamincka Dome Project proposing to be acquired by the Company (subject to completion of that acquisition and obtaining required Ministerial approvals post-completion), funding the ongoing costs of the Company's existing Gold Nugget gas project and to meeting working capital requirements and the costs of the issue.
(g) A voting exclusion is contained in the Notice accompanying this Memorandum.

RESOLUTION 3A – APPROVAL OF ISSUE OF SHARES - TAYLOR COLLISON LIMITED

Resolution 3A seeks shareholder approval pursuant to ASX Listing Rule 7.1 for issue of 100,000,000 fully paid ordinary shares to Taylor Collison Limited (and/or its nominee(s)). The issue of these shares are subject to the Company completing its acquisition of the Innamincka Dome Project and receipt of required Ministerial approvals post-completion.

The shares the subject of this Resolution 3A are to be issued in satisfaction of a fee due to Taylor Collison in connection with its introduction of the Acquisition to the Company.

(a) The maximum number of securities to be issued under the approval sought through this resolution is 100,000,000 ordinary shares.
(g) The Company has obtained a waiver of ASX Listing Rule 7.3.2 to allow for the shares the subject of this Resolution to be allotted more than three (3) months after the date of the Meeting, provided the shares are issued no later than 12 months after the Meeting. The shares must be issued within 7 days of completion of the Acquisition and receipt of required Ministerial approvals.
(b) There will be no issue price for the shares. The purpose of the issue is described below.
(c) The shares will be issued to Taylor Collison Limited (and/or its nominee(s)).
(d) The shares are fully paid ordinary shares which will rank equally with the Company's existing ordinary shares.
(e) No funds will be raised for the issue. The shares are to be issued in satisfaction of a fee due to Taylor Collison in connection with its introduction of the Acquisition to the Company.
(f) A voting exclusion is contained in the Notice accompanying this Memorandum.

RESOLUTION 3B – APPROVAL OF ISSUE OF SHARES - TAYLOR COLLISON LIMITED

Resolution 3B seeks shareholder approval pursuant to ASX Listing Rule 7.1 for issue of 100,000,000 fully paid ordinary shares to Taylor Collison Limited (and/or its nominee(s)). The issue of shares under this Resolution 3B is subject to the Company having 3 successive months of profitability at the Innamincka Dome Project (defined as positive EBITDA and for the avoidance of doubt excluding any corporate overhead).

The shares the subject of this Resolution 3B are to be issued in satisfaction of a fee due to Taylor Collison in connection with its introduction of the Acquisition to the Company.

(a) The maximum number of securities to be issued under the approval sought through this resolution is 100,000,000 ordinary shares.
(b) The Company has obtained a waiver of ASX Listing Rule 7.3.2 to allow for the shares the subject of this Resolution to be allotted more than three (3) months after the date of the Meeting, provided the shares are issued no later than 48 months after the Meeting.
(c) There will be no issue price for the shares. The purpose of the issue is described below.
(d) The shares will be issued to Taylor Collison Limited (and/or its nominee(s)).
(e) The shares are fully paid ordinary shares which will rank equally with the Company's existing ordinary shares.
(f) No funds will be raised for the issue. The shares are to be issued in satisfaction of a fee due to Taylor Collison in connection with its introduction of the Acquisition to the Company.
(g) A voting exclusion is contained in the Notice accompanying this Memorandum.

RESOLUTION 4 – ADOPTION OF EMPLOYEE SECURITY OWNERSHIP PLAN

Resolution 4 seeks shareholder approval for the adoption of an employee incentive scheme (Plan) to enable eligible directors, officers and employees (including executive and non-executive directors of the Company or its subsidiaries) to receive shares, options to acquire shares in the Company or other securities or interests such as performance rights.

No directors or their associates can or will participate in the Plan or receive any share, options, other securities or interests such as performance rights unless and until further shareholder approval of specific issues to them is obtained. Issues of securities under the Plan are sought under Resolutions 5A, 5B, 5C and 7.

The terms of the Plan are summarised in Annexure A.

The objectives of the Plan are to:

provide participants (eligible persons within the meaning of the Plan) with an additional incentive to work to improve performance of the Company;
attract and retain eligible persons essential for the continued growth and development of the Company;
to promote and foster loyalty and support amongst eligible persons for the benefit of the Company; and
to enhance the relationship between the Company and eligible persons for the long-term mutual benefit of all parties.

Regulation 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.

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

No securities have been issued under the Plan. Resolutions 5A, 5B, 5C and 7 of the Notice seek shareholder approval for the issue of securities under the Plan to existing directors of the Company. The total number of securities to be issued if these Resolutions are approved by shareholders is 30,000,000 performance rights and 30,000,000 fully paid ordinary shares. Further details are set out in the Memorandum text for each of these respective resolutions.

The Company may in future issue additional securities pursuant to the Plan, however the issues for which approval is sought in this Notice are the only immediate issues proposed under the Plan.

Any issue or agreement to issue securities under the Plan will be announced to ASX.

Regulatory Requirements – ASX Listing Rules Chapter 10

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

As noted above, Resolutions 5A, 5B, 5C and 7 of the Notice seek shareholder approval for the issue of securities under the Plan to existing directors of the Company. The total number of securities to be issued if these Resolutions are approved by shareholders is 30,000,000 performance rights and 30,000,000 fully paid ordinary shares. As noted above, the Company may in future issue additional securities pursuant to the Plan, however the issues for which approval is sought in this Notice are the only immediately issues proposed under the Plan.

No further issues of securities under the Plan will be made to directors or their associates unless and until further shareholder approval for that specific issue is obtained. Any additional director (or a nominee or associate) who becomes entitled to participate in the Plan will not participate in the Plan until further shareholder approval is obtained under Listing Rule 10.14.

Corporations Act

Approval is also sought through Resolution 4 for the purposes of sections 259B and 260C of the Corporations Act 2001 (Cth).

The Plan provides that the Company may provide financial assistance (in the form of an interest free, limited recourse loan) to participants to fund the acquisition price of shares issued under the Plan, further details of which are set out in summary in Annexure A. Under section 260C(4) of the Corporations Act, a company may financially assist a person to acquire shares if the financial assistance is given under an employee share scheme that is approved by shareholders at a general meeting. Resolution 4 seeks approval of the Plan for the purposes of section 260C(4) of the Corporations Act.

The Plan also provides for the Company to take security over shares issued under the Plan to secure loan repayment obligations and places restrictions on transfer and voting which, on one view, may constitute 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 by the Corporations Act. Section 259B(2) 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. Resolution 4 seeks approval of the Plan for the purposes of section 259B(2) of the Corporations Act.

A copy of the Plan is available for review by shareholders at the registered office of the Company until the date of the Meeting. A copy of the Plan can also be sent to shareholders upon request to the Company Secretary +61 3 9614 0600.

A voting exclusion statement as set out in the Notice applies to this Resolution 4.

RESOLUTIONS 5A, 5B AND 5C – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

Resolutions 5A, 5B and 5C seek shareholder approval for the issue under the Plan of an aggregate of 30,000,000 Performance Rights to Directors of the Company as set out in the table below:

RECIPIENT	NUMBER OFPERFORMANCE RIGHTS	APPLICABLE MILESTONE
Mr Guy Le Page	10,000,000	The achievement of production (being production ofa saleable quantity) at the Innamincka Dome Projectwithin 2 years of the issue date.
Mr Clinton Carey	10,000,000	The achievement of production (being production ofa saleable quantity) at the Innamincka Dome Projectwithin 2 years of the issue date.
Mr Adrien Wing	10,000,000	The achievement of production (being production ofa saleable quantity) at the Innamincka Dome Projectwithin 2 years of the issue date.

The Performance Rights above convert automatically upon achievement of the Milestone without payment of any additional consideration. The Performance Rights are not subject to vesting conditions. The Milestone 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.

In addition, the Performance Rights will convert automatically to shares upon the occurrence of:

an offeror under a takeover offer in respect of the Company's shares announcing that it has achieved acceptances in respect of more than 50% of the Company's shares and that takeover bid becoming unconditional;
a person (alone or in conjunction with their associates) acquiring voting power (within the meaning of section 610 of the Corporations Act) of more than 50% of the ordinary shares in the Company;
the Company disposes of all or a substantial part of its assets or undertaking; or
a Court granting orders approving a compromise or arrangement for the purposes of or in connection with a scheme or arrangement for the reconstruction of the Company or its amalgamation with any other company or companies.

No loan has or will be made for the proposed issue or conversion of Performance Rights.

A valuation of the performance rights is unable to be undertaken as the Milestone is "non-market", being dependent on the success of the Innamincka Dome Project rather than a quantitative milestone.

The Plan is proposed for adoption under Resolution 4. In the event the Resolution 4 is not passed then Resolutions 5A, 5B and 5C will be withdrawn. A summary of the Plan is annexed to the Notice as Annexure A and a copy can be provided upon request to the Company.

ASX Listing Rules

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. Each of the proposed recipients under Resolutions 5A, 5B and 5C are Directors of the Company and therefore approval is sought for the proposed issue of Performance Rights to them (or their nominee(s)) under ASX Listing Rule 10.14. Shareholder approval is being sought under Listing Rule 10.14 for the issue of Performance Rights and as such approval is not required under ASX Listing Rule 7.1.

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.

(a) Mr Guy Le Page, Mr Clinton Carey and Mr Adrien Wing are each Directors of the Company.
(b) The maximum number of securities that may be acquired by persons for whom approval under ASX Listing Rule 10.14 is required under Resolutions 5A, 5B and 5C respectively is 10,000,000 performance rights under each Resolution. Any future proposed issues to Directors (or their associates) under the Plan would require a further shareholder approval at that time.
(c) 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 or conversion 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 which are set out above.
(d) 225,000,000 Performance Rights have previously been issued under the Plan on 10 April 2015 and prior to the Company's 50 to 1 consolidation of its securities:
- o 75,000,000 to Mr Russell Krause, a former Director of the Company;
- o 75,000,000 to Mr Clinton Carey, a Director of the Company; and
- o 75,000,000 to Mr Adrien Wing, a Director of the Company.

No further issues have or are proposed to be made at this time under the Plan except as provided for in Resolutions 5A, 5B and 5C.

(e) No other persons referred to in ASX Listing Rule 10.14 are entitled to participate the scheme without further shareholder approvals.
(f) Each of the Directors of the Company and their associates are entitled to participate in the scheme, subject to receipt of required shareholder approvals under the Listing Rules.
(g) Voting exclusions for Resolutions 5A, 5B and 5C are contained in the Notice accompanying this Explanatory Memorandum.
(h) No loan has or will be made in respect of the issue or conversion of the Performance Rights.
(i) The Performance Rights will be issued and allotted no later than twelve (12) months after the date of the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission).
(j) If Resolution 4 is not passed then all of Resolutions 5A, 5B and 5C will be withdrawn.

Corporations Act

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 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:

(a) the circumstances of the Company; and
(b) the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue is 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. Each Director was not present during any discussions and/or determination of the proposed issue of their respective performance rights.

If the Performance Rights are approved and issued, each of Mr Le Page, Mr Carey and Mr Wing would have a relevant interest (including direct and indirect interests) in 10,000,000 performance rights in the Company.

RESOLUTION 6 – APPROVAL OF ISSUE OF SHARES – RM CORPORATE FINANCE PTY LTD

Resolution 6 seeks shareholder approval for the issue of 38,687,376 fully paid ordinary shares to RM Corporate Finance Pty Ltd (RM Corporate) and/or its nominee(s). There will be no issue price for the shares. The shares are proposed to be issued in satisfaction of invoices totalling $180,000 (excluding GST) for corporate advisory and capital raising services provided to the Company by RM Corporate at a deemed issue price of $0.004776 (0.4776) per share. These services were provided pursuant to a mandate and invoiced at a rate of $10,000 per month from December 2016 to May 2018 inclusive. This mandate has now lapsed.

If approval is obtained under Resolution 6, RM Corporate will be issued 38,687,376 fully paid ordinary shares in the Company.

The deemed issue price per share was calculated using a 15% discount on the monthly volume weights average price (VWAP) of the Company's shares, calculated month-on-month from December 2016 to May 2018 inclusive.

Mr Guy Le Page, a Director of the Company, is also a Director of RM Corporate. The Company therefore seeks shareholder approval for the purposes of ASX Listing Rule 10.11, as RM Corporate, an entity over which Mr Le Page has control, is a related party for the purposes of the ASX Listing Rules and the Corporations Act 2001 (Cth).

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a company to obtain shareholder approval by ordinary resolution prior to the issue of securities to a related party of the company. For the purposes of Listing Rule 10.11, a related party includes a Director of the company, an entity over which a Director has control and an entity which ASX believes, or has reasonable grounds to believe, is likely to become a related party of the company in the future.

Shareholder approval is being sought under Listing Rule 10.11 and as such approval is not required under ASX Listing Rule 7.1.

Corporations Act

Section 208 of the Corporations Act provides that a public company must not, subject to certain exceptions, give a financial benefit to a related party without approval of the company's members. Section 228 of the Corporations Act defines a "related party" for the purposes of Chapter 2E to include:

directors of the public company (section 228(2)(a)); and
an entity controlled by directors of the public company (section 228(4)).

Mr Guy Le Page, a director of the Company, is also a director of RM Corporate. RM Corporate is therefore a related party of the Company for the purposes of Chapter 2E of the Corporations Act.

A "financial benefit" is defined in section 229 of the Corporations Act and includes issuing shares to a related party.

Section 210 of the Corporations Act provides an exception to the requirement to obtain shareholder approval for giving a financial benefit to a related party where the financial benefit is on terms that would be reasonable if the company and the related party were dealing at arm's length.

The Directors, other than Mr Le Page, consider the mandate entered into with RM Corporate was on arms' length terms having regard to similar commercial arrangements and proposals for the provision of corporate advisory and capital raising services received from third-parties.

The Company considers the proposed issue of securities the subject of Resolution 6 will be made on arm's length as the deemed issue price is greater than the price paid, or proposed to be paid, by unrelated sophisticated, professional and other exempt investors under the Placement. The Directors (other than Mr Le Page) consider, having regard to the issue price of shares under the Placement, that the satisfaction of accrued and invoiced fees by way of an issue of shares as provided for under this Resolution 6 is on terms that would be offered to parties at arms' length from the Company and reflect a fair price per share having regard to the calculation method and services rendered.

As such, the Directors (other than Mr Le Page) considers that the proposed issue falls within the exception set out in section 210 of the Corporations Act.

The nature of the financial benefit to be given is proposed to be issued shares to RM Corporate (and/or its nominee(s)).

ASX Listing Rule 10.13

ASX Listing Rule 10.13 requires the meeting documents concerning a proposed resolution to approve an issue of securities in accordance with ASX Listing Rule 10.11 must include the following information:

(a) The shares will be issued to RM Corporate Finance Pty Ltd, an entity which is a related party pf the Company (and/or its nominee(s));
(b) The maximum number of securities to be issued is 37,687,376 fully paid ordinary shares;
(c) The shares will be issued as soon as practicable following the Meeting however in any event no later than one (1) month after the date of the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act and/or ASIC);
(d) There will be no issue price for the shares. The purpose of the issue is set out below;
(e) The shares will, upon issue, rank equally with and have the same terms and rights as the existing issued fully paid ordinary shares of the Company;
(f) No funds will be raised from the issue. The shares are to be issued to RM Corporate in satisfaction of invoices rendered for corporate advisory and capital raising services provided to the Company;
(g) A voting exclusion is contained in the Notice accompanying this Memorandum.

RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES – MR ANDREW KNOX

Resolutions 7 seek shareholder approval for the issue under the Plan of an aggregate of 30,000,000 fully paid ordinary shares to Mr Andrew Knox (and/or his nominee(s)) 10 business days after achievement of applicable Milestone(s) as set out in the table below:

NUMBER OF SHARES	APPLICABLE MILESTONE
10,000,000	The VWAP of the Company's shares over 14 consecutive days on whichtrades in the Company's shares are recorded meets or exceeds 200% ofthe price on 6 July 2018.
10,000,000	The VWAP of the Company's shares over 14 consecutive days on whichtrades in the Company's shares are recorded meets or exceeds 400% ofthe price on 6 July 2018.
10,000,000	The VWAP of the Company's shares over 14 consecutive days on whichtrades in the Company's shares are recorded meets or exceeds 800% ofthe price on 6 July 2018.

The issue of these shares to Mr Andrew Knox is in accordance with the long-term incentives offered to him under his employment agreement as CEO and Managing Director. These terms were announced to ASX on 9 July 2018.

No loan has or will be made for the proposed issue of fully paid ordinary shares.

The Plan is proposed for adoption under Resolution 4. In the event the Resolution 4 is not passed then Resolution 7 will be withdrawn. A summary of the Plan is annexed to the Notice as Annexure A and a copy can be provided upon request to the Company.

ASX Listing Rules

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. Mr Andrew Knox is a Director of the Company and therefore approval is sought for the proposed issue of fully paid ordinary shares to him (or his nominee(s)) under ASX Listing Rule 10.14. Shareholder approval is being sought under Listing Rule 10.14 for the issue of Performance Rights and as such approval is not required under ASX Listing Rule 7.1.

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

(a) Mr Andrew Knox is a Director of the Company.
(b) The maximum number of securities that may be acquired by persons for whom approval under ASX Listing Rule 10.14 is required under this Resolution is 30,000,000 fully paid ordinary shares. Any future proposed issues to Directors (or their associates) under the Plan would require a further shareholder approval at that time.
(c) Unless the committee established under the Plan determines otherwise, no payment of money is required for the issue of securities under the Plan, or upon conversion of securities issued under the Plan. Each security issued under the Plan will be issued for no consideration upon achievement of the applicable Milestone which are set out above.
(d) No securities have previously been issued under the Plan. No further issues have or are proposed to be made at this time under the Plan except as provided for in Resolutions 5A, 5B, 5C and this Resolution 7.
(e) No other persons referred to in ASX Listing Rule 10.14 are entitled to participate the scheme without further shareholder approvals.
(f) Each of the Directors of the Company and their associates are entitled to participate in the scheme, subject to receipt of required shareholder approvals under the Listing Rules.
(g) A voting exclusion is contained in the Notice accompanying this Memorandum.
(h) No loan has or will be made in respect of the issue of shares under this Resolution.
(i) The Company confirms that:
- details of any securities issued under the 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; and
- any additional persons who become entitled to participate in the Plan after this Resolution was approved and who were not named in this Notice will not participate until approval is obtained under ASX Listing Rule 10.14.
(j) The fully paid ordinary shares are proposed to be issued and allotted 10 business days after achievement of the Milestone applicable to those fully paid ordinary shares (which are set out above) and in any event no later than three (3) years after the date of the Meeting (or such later date as may be permitted by an ASX waiver of the Listing Rules, the Corporations Act 2001 and/or the Australian Securities and Investments Commission).
(k) If Resolution 4 is not passed then Resolution 7 will be withdrawn.

Corporations Act

(a) the circumstances of the Company; and
(b) the related party's circumstances (including the responsibilities involved in the office or employment).

The Company considers the proposed issue is 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 Mr Knox as Managing Director/CEO, the Company's reliance on a limited number of personnel, the need for the Company to effectively incentivise its Directors and executives while aligning the incentive with increasing shareholder value, the desirability of preserving cash resources within the Company. The Company considers that the issue of shares to Mr Knox upon achievement of applicable Milestones is an effective tool which preserves the cash reserves of the Company and its group entities whilst providing valuable consideration for the Directors.

The agreement to issue shares to Mr Knox was made as part of the engagement of Mr Knox as the Managing Director and CEO of the Company.

If the shares are approved and issued, Mr Knox would have a relevant interest (including direct and indirect interests) in up to 30,000,000 shares in the Company.

Note: unless otherwise specified, all monetary amounts are expressed in Australia dollars.

ANNEXURE A SUMMARY OF EMPLOYEE SECURITY OWNERSHIP PLAN

The Company is seeking shareholder approval for adoption of the Employee Security Ownership Plan ("Plan").

As at the date of this Notice, no securities have been offered or issued under the Plan. It is proposed to issue 30,000,000 performance rights and 30,000,000 fully paid ordinary shares under the Plan, subject to receipt of shareholder approval. Further details of the proposed issues are set out in the Notice and accompanying Memorandum.

Any issues of securities or agreements to issue securities under the Plan will be announced to ASX.

The Plan provides for shares, options or other securities or interests (including performance rights) to be issued to eligible persons. The purpose of the Plan is to:

(a) provide eligible persons with an additional incentive to work to improve the performance of the Company;
(b) attract and retain eligible persons essential for the continued growth and development of the Company;
(c) to promote and foster loyalty and support amongst eligible persons for the benefit of the Company; and
(d) to enhance the relationship between the Company and eligible persons for the long-term mutual benefit of all parties.

Eligible persons are officers and employees of, or consultants to, the Company or an associated body corporate and, in the case of consultants, may include bodies corporate. Participants in the Plan, the number, type and terms of any securities offered or issue, and the terms of any invitation, offer or issue are determined by the Board with the advice of the remuneration committee, if any.

Directors and related parties of the Company may only participate in the Plan if prior shareholder approval is obtained in accordance with the ASX Listing Rules.

The total number of securities which may be issued under the Plan from time to time is the number which is 10% (ten percent) of the number of Shares on issue at the time of issue of a security. Shares issued on exercise of an option or exercise or conversion of an interest issued under the Plan, and options or other interests which have been converted or cancelled or which have lapsed are not counted in determining the number of securities issued under the Plan.

The Directors may make loans to eligible persons to assist acquiring or for the purpose of acquiring securities under the Plan, subject to compliance with the Corporations Act and ASX Listing Rules.

The Board is to administer the terms of the Plan, including but not limited to determining the terms of securities issued, adoption of rules subordinate to the Plan for the administration of the Plan and the suspension or termination of the Plan.

The Plan is to be interpreted and applied in accordance with and subject to the ASX Listing Rules.

PROXY FORM RED SKY ENERGY LIMITED [ACN 099 116 275]

By facsimile: (03) 9614 0550

The Company Secretary Red Sky Energy Limited

By delivery: Level 17, 500 Collins Street Melbourne VIC 3000

By post: Level 17, 500 Collins Street Melbourne VIC 3000

Name of Shareholder:

Address of Shareholder:

Number of Shares entitled to vote:

Please mark '×' to indicate your directions. Further instructions are provided overleaf.

Proxy appointments will only be valid and accepted by the Company if they are made and received no later than 48 hours before the Meeting.

Step 1 – Appoint a Proxy to Vote on Your Behalf

I/We being Shareholder/s of the Company hereby appoint:

The Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy

If the Chair 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, please place a mark in the box to the left. By marking this box, you acknowledge that the Chair may exercise your proxy even if he has an interest in the outcome of the resolution, or even if the resolution is connected directly or indirectly with the remuneration of a member of the Company's key management personnel, and votes cast by him other than as proxy holder will be disregarded because of that interest.

or failing the person/body corporate named, or if no person/body corporate is named, the Chair of the Meeting, as my/or proxy to act generally at the meeting on my/our behalf, including to vote in accordance with the following directions (or, if no directions have been given, and to the extent permitted by law, as the proxy sees fit), at the Meeting of the Company to be held at 11:00am (Melbourne time) on 10 September 2018 at the offices of RSM Australia Pty Ltd, Level 21, 55 Collins Street, Melbourne VIC 3000 and at any adjournment or postponement of that Meeting.

Important – If the Chair is your proxy or is appointed as your proxy by default

The Chair intends to vote all available proxies in favour of each Resolution. If the Chair is your proxy or is appointed your proxy by default, unless you indicate otherwise by ticking either the 'for', 'against' or 'abstain' box in relation to each Resolution, you will be authorising the Chair to vote in accordance with the Chair's voting intentions on each Resolution even if a Resolution is connected directly or indirectly with the remuneration of a member of Key Management Personnel.

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

	For	Against	Abstain*
Resolution 1– Ratification of prior issue of shares
Resolution 2 – Approval for issue of shares
Resolution 3A – Approval of issue of shares - Taylor Collison Limited
Resolution 3B – Approval of issue of shares - Taylor Collison Limited
Resolution 4 – Adoption of Employee Security Ownership Plan
Resolution 5A – Approval of issue of Performance Rights – Mr Guy Le Page
Resolution 5B – Approval of issue of Performance Rights – Mr Clinton Carey
Resolution 5C – Approval of issue of Performance Rights – Mr Adrien Wing
Resolution 6 – Approval of issue of shares – RM Corporate Finance Pty Ltd
Resolution 7 – Approval of issue of shares – Andrew Knox

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

* If you mark the Abstain box for a particular Resolution, you are directing your proxy note to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions below to enable your voting instructions to be implemented. The Chair of the Meeting intends to vote all available proxies in favour of each Resolution.

Individual or Shareholder 1	Shareholder 2	Shareholder 3

Sole Director and Sole Company Secretary	Director	Director/Company Secretary

Contact Daytime Telephone Date

Insert name and address of Shareholder Insert name and address of proxy Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting. If the Shareholder is entitled to cast 2 or more votes at the Meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that Meeting, the representative of the body corporate to attend the Meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding:	where the holding is in more than one name all of the holders must sign.
Power of Attorney:	if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively,attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
Companies:	a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also asole Company Secretary can also sign. Please indicate the office held by signing in the appropriatespace.

If a representative of the corporation is to attend the Meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and powers 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 deposited at or received by facsimile transmission at the office of the Company (Level 17, 500 Collins Street, Melbourne, Victoria, 3000 or facsimile (03) 9614 0550) not less than 48 hours prior to the time of commencement of the Meeting (Melbourne time).

AI assistant

RED SKY ENERGY LIMITED. — Proxy Solicitation & Information Statement 2018

65727_rns_2018-08-07_12525a2f-2c44-4730-b938-5a819d382868.pdf

NOTICE OF GENERAL MEETING

RED SKY ENERGY LIMITED

ACN 099 116 275

TIME AND PLACE OF MEETING AND HOW TO VOTE

VENUE

YOUR VOTE IS IMPORTANT

VOTING IN PERSON

VOTING BY PROXY

RED SKY ENERGY LIMITED [ACN 099 116 275] NOTICE OF GENERAL MEETING

BUSINESS

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

Voting Exclusion

RESOLUTION 2 – APPROVAL FOR ISSUE OF SHARES

Voting Exclusion

RESOLUTION 3A - APPROVAL OF ISSUE OF SHARES TO TAYLOR COLLISON LIMITED

Voting Exclusion

RESOLUTION 3B - APPROVAL OF ISSUE OF SHARES TO TAYLOR COLLISON LIMITED

Voting Exclusion

RESOLUTION 4 – ADOPTION OF EMPLOYEE SECURITY OWNERSHIP PLAN

ASX Voting Exclusion

Corporations Act Voting Restriction

RESOLUTION 5A – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR GUY LE PAGE

RESOLUTION 5B – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR CLINTON CAREY

RESOLUTION 5C – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS – MR ADRIEN WING

ASX Voting Exclusion – Resolutions 5A – 5C

Corporations Act voting restrictions – key management personnel and their closely related parties

RESOLUTION 6 – APPROVAL OF ISSUE OF SHARES - RM CORPORATE FINANCE PTY LTD

ASX Voting Exclusion

RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES – MR ANDREW KNOX

ASX Voting Exclusion

Corporations Act voting restrictions – key management personnel and their closely related parties

By the order of the Board

PROXY INSTRUCTIONS

CORPORATE REPRESENTATIVES

VOTING ENTITLEMENT

HOW THE CHAIR WILL VOTE UNDIRECTED PROXIES

UNDIRECTED PROXIES ON RESOLUTIONS 4, 5A – 5C and 7

RED SKY ENERGY LIMITED ACN 099 116 275

GENERAL MEETING EXPLANATORY MEMORANDUM

INTRODUCTION

Background to Resolutions 1 and 2

Background to Resolutions 3A and 3B

RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE OF SHARES

RESOLUTION 2 – APPROVAL OF ISSUE OF SHARES

RESOLUTION 3A – APPROVAL OF ISSUE OF SHARES - TAYLOR COLLISON LIMITED

RESOLUTION 3B – APPROVAL OF ISSUE OF SHARES - TAYLOR COLLISON LIMITED

RESOLUTION 4 – ADOPTION OF EMPLOYEE SECURITY OWNERSHIP PLAN

Regulation Requirements – ASX Listing Rules Chapter 7

Regulatory Requirements – ASX Listing Rules Chapter 10

Corporations Act

RESOLUTIONS 5A, 5B AND 5C – APPROVAL OF ISSUE OF PERFORMANCE RIGHTS TO DIRECTORS

ASX Listing Rules

Corporations Act

RESOLUTION 6 – APPROVAL OF ISSUE OF SHARES – RM CORPORATE FINANCE PTY LTD

ASX Listing Rule 10.11

Corporations Act

ASX Listing Rule 10.13

RESOLUTION 7 – APPROVAL OF ISSUE OF SHARES – MR ANDREW KNOX

ASX Listing Rules

Corporations Act

ANNEXURE A SUMMARY OF EMPLOYEE SECURITY OWNERSHIP PLAN

Step 1 – Appoint a Proxy to Vote on Your Behalf

Important – If the Chair is your proxy or is appointed as your proxy by default

Step 2 – Instructions as to Voting on Resolutions

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

Proxy Notes:

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RED SKY ENERGY LIMITED. Proxy Solicitation & Information Statement 2018