ELIXIR ENERGY LIMITED — AGM Information 2010

Oct 24, 2010

A B N 51 108 230 995

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Notice of Annual General Meeting

The Annual General Meeting of Elixir Petroleum Limited will be held at 10.00 am on Tuesday, 23 November 2010 (WST) 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 Elixir Petroleum Ltd (“Company”) will be held at 10.00 am on Tuesday, 23 November 2010 (WST) at Level 31, 77 St Georges Terrace, Perth, Western Australia ("Meeting").

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

Unless otherwise defined, capitalised terms used in this Notice are defined in the Glossary of the Explanatory Statement accompanying this 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 Sunday, 21 November 2010 (WST).

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company and its controlled entities, together with the directors' report and the report of the auditor for the financial year ended 30 June 2010.

1. Adoption of Remuneration Report

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

“That the Remuneration Report of the Company and the entities it controlled during the year ended 30 June 2010 be adopted.”

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

2. Re - Election of Jonathan Stewart as Director

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

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

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

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3. Increase in Non-Executive Directors’ Fee Pool

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

"That, in accordance with ASX Listing Rule 10.17 and clause 11.15 of the Company’s Constitution, the maximum total amount of fees from which the Company may pay the nonexecutive Directors of the Company for their services, be increased by $250,000 to a maximum of $500,000 (inclusive of superannuation) per annum."

Voting exclusion statement

The Company will disregard any votes cast on Resolution 3 by any Director or any of their associates, unless 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

• 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).

4. Appointment of Auditor

Resolution 4 will be put to the Meeting if ASIC has consented to the resignation of Mack & Co as the Company’s auditor.

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

"That BDO Audit (WA) Pty Ltd be appointed as auditor of the Company and that BDO Audit (WA) Pty Ltd signed Consent to Act be received and recorded."

Details regarding the resignation of Mack & Co are provided in the Explanatory Statement which follows.

By Order of the Board

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Julie Foster Company Secretary 22 October 2010

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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 2010 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 2010 Annual Report, which is available on the Company’s website (www.elixirpetroleum.com.au).

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.

Shareholders are entitled to submit written questions to the auditor prior to the Annual General Meeting providing that the question relates to:

• the content of the auditor’s report; or

• the conduct of the audit in relation to the financial report.

All written questions must be received by the Company no later than Tuesday 16 November 2010 (five business days before the date of the meeting).

All questions must be sent to the Company and may not be sent direct to the auditor. The Company will then forward all questions to the auditor.

A representative from the audit firm will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

• the conduct of the audit;

• the preparation and content of the auditor’s report;

• the accounting policies adopted by the company in relation to the preparation of the financial statements; and

• the independence of the auditor in relation to the conduct of the audit.

A reasonable time will be allowed at the Meeting for Shareholders to ask the auditor or the auditor’s representative questions on the above matters.

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Resolution 1 – Adoption of the 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 22 of the 2010 Annual Report, a copy of which is 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.

Shareholders will be given reasonable opportunity at the Meeting to ask questions, or make comments on, the Remuneration Report.

Resolution 2 – Re - Election of Jonathan Stewart as Director

In accordance with Listing Rule 14.4 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 re-appointment or, if the Directors have been in office for an equal length of time, by lot.

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).

Mr. Stewart was appointed a director of the Company on 12 November 2007. Mr. Stewart began his career as a Chartered Accountant and since leaving the profession has held several executive management positions working in a number of countries in several industries. Mr. Stewart has extensive experience in the international oil and gas sector.

Mr. Stewart holds a Bachelor of Commerce and is a member of the Institute of Chartered Accountants.

The Directors (other than Mr Stewart) recommend that Shareholders vote in favour of this resolution.

Resolution 3 – Increase in Non-Executive Directors’ Fee Pool

Under both Listing Rule 10.17 and clause 11.15 of the Company’s constitution, the aggregate remuneration that may be paid to non-executive directors in a financial year may only be increased by ordinary resolution of a general meeting of Shareholders of the Company.

At the November 2007 Annual General Meeting, members approved an aggregate limit of $250,000 per annum for the non-executive directors’ fee pool.

The Board has reviewed the current fee levels for comparable companies in the market and has considered the level of fees that it considers necessary to retain and to attract non-executive directors of the appropriate calibre to ensure robust governance of the Company for the future.

The proposal is to increase the current limit for the non-executive directors’ fee pool by $250,000 to a maximum total amount of $500,000 per annum. The fee pool covers all fees for services as a director, including committee fees and all superannuation contributions.

Although it is not anticipated that the total increase in fee pool will be utilised in the short- term, the Board would like to retain the flexibility to appoint additional non-executive directors as and when required.

Due to their interest in this resolution, the directors make no recommendation to Shareholders on this resolution.

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Resolution 4 – Appointment of Auditor

Mack & Co, the Company’s existing auditor, has sought consent from ASIC to resign as auditor of the Company with effect from the date of the conclusion of this Annual General Meeting.

Resolution 4 will be put to the Meeting if ASIC has consented to the resignation of Mack & Co as the Company’s auditors.

The Board has been satisfied with the services of Mack & Co as company auditor and thank them for the service that they have provided to the Company since its admission to trading on the ASX over 6 years ago.

The Board has considered the most appropriate arrangements for its audit in respect of the current stage of the Company’s activities. The Directors consider that BDO Audit (WA) Pty Ltd is best suited to audit the Company and seek approval for their appointment.

The Company has received a notice from a Shareholder nominating the appointment of BDO Audit (WA) Pty Ltd (Annexure A) as auditor of the Company and BDO Audit (WA) Pty Ltd have consented to act as auditors if this Resolution is passed.

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

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Glossary

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

ASIC	Australian Securities and Investments Commission
ASX	ASX Limited (ABN 98 008 624 691) and, where the context permits the
	Australian Securities Exchange operated by ASX Limited
Board	board of Directors
Chair	Mr Jonathan Stewart or such other person appointed Chair 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
Explanatory Statement	the information attached to the Notice, which provides information to
	Shareholders about the resolutions contained in the Notice
Listing Rule	the listing rules of the ASX
Meeting or Annual	means the annual general meeting convened by the Notice
General Meeting
Notice	the notice of meeting which accompanies this Explanatory Statement
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
WST	Australian Western Standard Time

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Annexure A

AVALON VALLEY PTY LTD

11 Clarendon Street Cottesloe, Western Australia, 6011

ABN : 34 009 441 267

The Company Secretary Elixir Petroleum Limited Level 20, Allendale Square 77 St Georges Terrace Perth WA 6000

14 October 2010

Dear Madam

Notice of nomination of proposed auditor

Pursuant to Section 328B(1) of the Corporations Act 2001, I Avalon Valley Pty Ltd, being a member of Elixir Petroleum Limited, hereby give you notice of the nomination of BDO Audit (WA) Pty Ltd of 38 Station Street, Subiaco, as auditor of Elixir Petroleum Limited.

Yours faithfully Avalon Valley

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Graham Dowland Director

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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: By post: By facsimili e: By email:

Level 20, 77 St Georges Terrace, PERTH WA 6000 GPO Box 2530, PERTH 6001 +61 8 9440 2699

info@elixirpetroleum.com.au

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 Chair 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 10.00 am on 23 November 2010 (WST) 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 the Chair 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 2010 (non-binding resolution). Resolution 2 Re-election of Director – Jonathan Stewart Resolution 3 Increase in Non-Executive Directors Fee Pool Resolution 4 Appointment of Auditor

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 Chair of the meeting may exercise your proxy even if the Chair has an interest in the outcome of these resolutions and votes cast by the Chair 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 Chair 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 Chair intends to vote in favour of these resolutions.

IF THE CHAIR IS TO BE YOUR PROXY IN RELATION TO RESOLUTIONS 1 to 4 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 to 4 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.

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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 1 _Insert name and address of shareholder 2 Insert name and address of proxy * Omit if not applicable

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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 the Power of Attorney with the Company’s Share 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) must be deposited at or received by the Company at:

Level 20 77 St Georges Terrace Perth, WA, 6000

Or by post to:

PO Box 2530 Perth, WA, 6001

Or by Facsimile on:

Within Australia: (08) 9440 2699 Outside Australia: +61 8 9440 2699

Or by email to:

info@elixirpetroleum.com.au

not less than 48 hours prior to the time of commencement of the Meeting (WST).

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