ELIXIR ENERGY LIMITED — AGM Information 2008

Oct 21, 2008

==> picture [203 x 153] intentionally omitted <==

A B N 51 108 230 995

Notice of Annual General Meeting

The Annual General Meeting of the Company will be held at 2.00 pm on 24 November 2008 (WDST) at Level 31, 77 St Georges Terrace, Perth, Western Australia.

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

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 8 9440 2650.

ELIXIR PETROLEUM LIMITED

ABN 51 108 230 995

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of the Company will be held at 2.00 pm on 24 November 2008 (WDST) at Level 31, 77 St Georges Terrace, Perth Western Australia ("Meeting").

The Proxy Form forms part of this Notice of Annual General Meeting (“Notice”).

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company at 5.00 pm on 20 November 2008 (WDST).

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company and its controlled entities for the financial year ended 30 June 2008 together with a directors' report in relation to that financial year and the auditor's report on the financial report.

1. Remuneration Report

That the Remuneration Report of the Company and the entities it controlled during the year ended 30 June 2008 be adopted.

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

2. Re-election of Director

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

"That Mr Iain Knott who retires in accordance with the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director."

Details of Mr Knott’s experience and qualifications are provided in the Explanatory Statement which follows.

By Order of the Board

Alex Neuling Company Secretary 20 October 2008

Elixir Petroleum Limited – Notice of AGM

1

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared for the information of Shareholders in relation to the business to be conducted at the Company’s 2008 Annual General Meeting.

The purpose of this Explanatory Memorandum is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolutions in the accompanying Notice of Annual General Meeting.

This Explanatory Statement should be read in conjunction with the Notice of Annual General Meeting. Capitalised terms in the Explanatory Statement are defined in the Glossary.

Financial Statements and Reports

The Corporations Act 2001 (Cth) requires the Company’s financial statements and reports for the last financial year to be laid before the Annual General meeting. The financial statements and reports are contained in the Company’s 2008 Annual Report, available from the Company’s website (www.elixirpetroleum.com).

While no resolution is required in relation to this item, shareholders will be given the opportunity to ask questions and make comments on the financial statements and reports.

A representative from the Company’s auditor, Mack & Co, will be present at the meeting and shareholders will have an opportunity to ask the auditor’s representative questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies and the independence of the auditor.

Resolution 1: Remuneration Report

The Remuneration Report is required to be considered in accordance with section 250R of the Corporations Act 2001 (Cth).

The Remuneration Report, which details the Company’s policy on the remuneration of non-executive Directors, executive Directors and senior executives, is set out on pages 17 to 23 of the 2008 Annual Report and is also available on the Company’s website (www.elixirpetroleum.com).

The vote on the adoption of the Remuneration Report is advisory only and does not bind the Directors or the Company.

Elixir Petroleum Limited – Notice of AGM

2

Resolution 2: Re-election of Director

In accordance with Listing Rules 14.4 and 14.5 and clause 11.3 of the Constitution, at every Annual General Meeting, one third of the Directors (or if the number of Directors is not a multiple of 3, then such number as is appropriate to ensure that no Director other than an alternate Director or the Managing Director holds office for more than 3 years) for the time being must retire from office by rotation and are eligible for re-election. The Directors to retire are those who have been in office for 3 years since their appointment or last re-appointment or who have been longest in office since their appointment or last reappointment or, if the Directors have been in office for an equal length of time, by agreement.

These requirements for a Director to retire do not apply to a Managing Director (but if there is more than one Managing Director, only one is exempt from retirement).

In determining the number and identity of the Directors to retire by rotation, the Managing Director and any Director seeking election after appointment by the Board to fill a casual vacancy are not taken into account.

Mr Iain Knott retires by rotation at this meeting and, being eligible, offers himself for re-election. Mr Knott is a Petroleum Geologist who has over 24 years’ North Sea and international oil & gas experience. After graduating from Kingston University in 1983, Mr Knott was employed in a number of geological roles by Core-Lab, Paleoservices and British Gas. Since 1996 he has held senior roles in the oil and gas and investment banking industries, firstly as an Assistant Director with NatWest Markets – Wood Mackenzie, then as Technical Director responsible for Northwest Europe for Burlington Resources, and most recently as Technical Director of Ingen.

The Directors recommend that Shareholders vote in favour of this resolution.

Glossary

In this Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

ASIC	Australian Securities and Investments Commission
ASX	Australian Stock Exchange Limited
Board	board of Directors
Chair	Mr Jonathan Stewart or such other person appointed chairman in
	accordance with the Constitution
Company	Elixir Petroleum Limited’
	ABN 51 108 230 995
Constitution	constitution of the Company
Corporations Act	Corporations Act 2001 (Cth)
Director	director of the Company
Remuneration Report	the section of the Directors’ report contained in the Annual Report entitled
	“remuneration report”
Share	fully paid ordinary share in the capital of the Company
Shareholder	a holder of a Share
WDST	Australian Western Daylight Savings Time

Elixir Petroleum Limited – Notice of AGM

3

ELIXIR PETROLEUM LIMITED ABN 51 108 230 995

P R O X Y F O R M

The Company Secretary Elixir Petroleum Limited

By delivery: Level 20, 77 St Georges Terrace PERTH WA 6000

By post: By facsimile: GPO Box 2530 +61 8 9440 2699 PERTH WA 6001

I/We

[1] _________________

of ________________

being a Shareholder/Shareholders of the Company and entitled to _______

votes in the Company, hereby appoint[2 ] ___________

or failing such appointment the chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 2.00 pm on 24 November 2008 (WDST) at Level 31, 77 St Georges Terrace, Perth, Western Australia and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is * [ ]% of the Shareholder’s votes*/ [ ] of the Shareholder’s votes. (An additional Proxy Form will be supplied by the Company, on request).

INSTRUCTIONS AS TO VOTING ON THE RESOLUTION

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

For Against Abstain

Resolution 1 To adopt the Remuneration Report for the year ended 30 June 2008 (non-binding resolution). Resolution 2 Re-election of Director

OR

In relation to these Resolutions, if the Chairman is to be your proxy and you do not wish to direct your proxy how to vote on the Resolution, please place a mark in this box.

By marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of these resolutions and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman of the meeting will not cast your votes on these resolutions and your votes will not be counted in computing the required majority if a poll is called on these resolutions. The Chairman intends to vote in favour of these resolutions.

IF THE CHAIRMAN IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 AND 2 YOU MUST EITHER MARK THE BOXES DIRECTING YOUR PROXY HOW TO VOTE OR MARK THE BOX INDICATING THAT YOU DO NOT WISH TO DIRECT YOUR PROXY HOW TO VOTE, OTHERWISE THIS APPOINTMENT OF PROXY IN RELATION TO RESOLUTIONS 1 AND 2 WILL BE DISREGARDED.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director and Sole Company Director Director/Company Secretary Secretary

Contact Name Contact Daytime Telephone Date

1Insert name and address of shareholder

• 2 Insert name and address of proxy

*Omit if not applicable

Elixir Petroleum Limited – Notice of AGM

4

Proxy Notes:

A Shareholder entitled to attend and vote at the Meeting may appoint a person or a corporation 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 corporation as the Shareholder’s proxy to attend and vote for the Shareholder at that meeting, the representative of the corporation to attend the meeting must produce the appropriate Certificate of Appointment of Representation 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 a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

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 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 deposited at or received by facsimile transmission at the Perth office of the Company (Level 20, 77 St Georges Terrace, Perth, WA, 6000, or by post to PO Box 2530, Perth, WA, 6001 or Facsimile (08) 9440 2699 if faxed from within Australia or +618 9440 2699 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Meeting (WDST).

Elixir Petroleum Limited – Notice of AGM

5