RESOURCES & ENERGY GROUP LIMITED — Share Issue/Capital Change 2012

May 30, 2012

Resources & Energy Group Limited ABN: 12 110 005 822

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Application for Shares on Exercise of Options

I/We being the registered holders of Resources & Energy Group Limited Options (expiring 30 June 2012) each to acquire one Fully Paid Ordinary Share in Resources & Energy Group Limited hereby give notice of the exercise of Options and attach hereto my/our cheque payable to “RESOURCES & ENERGY GROUP LIMITED” at $0.40 per Option in payment of such exercise.

I/We agree to my/our name/s being placed on the Register of Members in respect to the number of Shares allotted and to be bound by the Constitution of the Company.

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----- Start of picture text ----- Number of Options Held:----- End of picture text -----

Multiplied by Total Payment Due: the exercise price of $0.40

Accordingly, I/We enclose a cheque for the sum of A$__________________ being the correct amount for the exercise of __________________ Options.

Please Sign Here:

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----- Start of picture text ----- Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual)Sole Director & Sole Company Secretary Director Director / Company SecretaryBusiness Telephone No. ( ) Date----- End of picture text -----

Please return to Resources & Energy Group Limited C/- Boardroom Pty Limited GPO Box 3993 SYDNEY NSW 2001

TERMS OF OPTIONS Resources & Energy Group Limited

(a) Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

(b) The Options will expire at 5:00 pm (EST) on 30 June 2012 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

(c) The amount payable upon exercise of each Option will be $0.40 (Exercise Price).

(d ) The Options may not be exercised until the 30 day volume weighted average price of the Company’s Shares on ASX is at least $0.60 (Exercise Condition);

(e) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

(f) An Optionholder may exercise their Options, subject to the Exercise Condition being satisfied, by lodging with the Company, before the Expiry Date:

(i) a written notice of exercise of Options specifying the number of Options being exercised; and

(ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised; (Exercise Notice).

(g) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

(h) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

(i) The Options are not transferable.

(j) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

(k) The Company will not apply for quotation of the Options on ASX. However, The Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

(l) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

(m) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(n) In the event the Company proceeds with a pro rata issue (except a bonus issue) of securities to Shareholders after the date of issue of the Options, the exercise price of the Options will be reduced in accordance with the formula set out in ASX Listing Rule 6.22.2.

(o) In the event the Company proceeds with a bonus issue of securities to Shareholders after the date of issues of the Options, the number of securities over which an Option is exerciseable may be increased by the number of securities which the Optionholder would have received if the Option had been exercised before the record date for the bonus issue.

(p) At any time during the term of the option, the option holder shall have the right to convert his options into shares on the basis of the following formula;

No. of Shares = ((VWAP- 10%) – Option Strike Price) X No. of Options (VWAP – 10%)

NB; VWAP means the volume weighted average price of Shares quoted on ASX remaining for a consecutive period of thirty (30) days

(q) In the event a takeover offer is made for the Company under Chapter 6 of the Corporations Act (Takeover) at the discretion of the optionholder, all options hereunder shall vest immediately and the optionholder shall have the right to elect to convert the options into fully paid ordinary shares at the highest takeover price (as adjusted from time to time) and the options shall convert into the number of shares calculated as follows:

No. of options = (Takeover Price less Option Exercise Price) X No. of Options

Takeover Price