RESOURCES & ENERGY GROUP LIMITED — Director's Dealing 2010

Feb 1, 2010

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity: Resources & Energy Group Limited

ABN : 12 110 005 822

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Mr Richard Jonathan Poole
Date of last notice	25 March 2009

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect Interest
Nature of indirect interest(including registered holder)Note: Provide details of the circumstances giving rise to the relevantinterest.	Amanda Poole – an associate of RichardPoole
Date of change	14 January 2010
No. of securities held prior to change	IndirectOrdinary: 2,885,600 post consolidation(14,428,000 pre consolidation)Options: 2,000,000 options exercisableat $0.25 per share on or before 30 June2012 post consolidation(10,000,000 options exercisable at $0.05per share on or before 30 June 2012 preconsolidation)
Class	Ordinary shares
Number acquired	Indirect500,000 ordinary shares
Number disposed	N/A

1 02/02/2010

• See chapter 19 for defined terms.

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration	Indirect
Note: If consideration is non-cash, provide details and estimatedvaluation	1,000,000 fully paid ordinary shares in
	the capital of Deep Energy Limited
No. of securities held after change	Indirect
	Ordinary : 3,385,600
	Options: 2,000,000 Options exercisable
	at $0.25 per share on or before 30 June
	2012
Nature of change	Issue of securities as set out in the
Example: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	Notice of Meeting dated 26 October 2009and approved by the shareholders

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract	N/A
Nature of interest	N/A
Name of registered holder	N/A
(if issued securities)
Date of change	N/A
No. and class of securities to	N/A
which interest related prior to
change
Note: Details are only required for a contract in relation
to which the interest has changed
Interest acquired	N/A
Interest disposed	N/A
Value/Consideration	N/A
Note: If consideration is non-cash, provide details and
an estimated valuation
Interest after change	N/A

2

• See chapter 19 for defined terms.

02/02/2010