ELIXIR ENERGY LIMITED — Proxy Solicitation & Information Statement 2007

Aug 23, 2007

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ABN 51 108 230 995
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NOTICE OF GENERAL MEETING

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EXPLANATORY STATEMENT

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PROXY FORM

DATE AND TIME OF MEETING: Monday 24 September, 2007 at 10.00am

VENUE: Level 3, 22 Railway Road Subiaco, Western Australia 6008

These documents should be read in their entirety. If shareholders are in any doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional advisor.

NOTICE OF MEETING

Notice is hereby given that the General Meeting of the members of Elixir Petroleum Limited ( “Elixir” or the “Company” ) will be held at Level 3, 22 Railway Road, Subiaco, Western Australia 6008, at 10.00am, Monday 24 September 2007.

The Explanatory Statement that accompanies and forms part of this Notice of Meeting describes in more detail the matters to be considered.

AGENDA

To consider and, if thought fit, to pass, with or without modification, the following ordinary resolution:-

1. Ordinary Resolution 1: “Ratification and Approval of Previous Issue of Convertible Notes”

“That, for the purposes of ASX Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange and for all other purposes, this meeting approves and ratifies the prior issue of 10,700,000 Convertible Notes at an issue price of $0.25 each on the terms outlined in the Explanatory Statement”.

1. Prior to making a decision with respect to Resolution 1, members should refer to Section 1 of the Explanatory Statement which accompanies this Notice of Meeting.

2. In accordance with ASX Listing Rule 7.5.6 the Company will disregard any votes cast on Resolution 1 by any party who participated in the Placement or any of their associates.

PROXIES

1. A member entitled to attend and vote at a meeting of the Company is entitled to appoint not more than two proxies to attend and vote instead of the member. If two proxies are appointed, and a member does not specify the proportion or number of the member's votes each proxy may exercise, each proxy may exercise half the votes. A proxy need not be a member of the Company.

2. In order to vote on behalf of a company that is a Shareholder of Elixir, a valid Power of Attorney in the name of the attendee, must be either lodged with the Company prior to the Meeting, or be presented at the Meeting before registering on the attendance register for the Meeting.

3. Forms to appoint proxies, and the Power of Attorney (if any) under which they are signed, must be lodged at the registered office of the Company, at Unit 32, 22 Railway Road, SUBIACO Western Australia, 6008 or by facsimile (+618) 9388 8042 not less than 48 hours before the time of the Meeting or resumption of an adjourned meeting at which the person named in the instrument proposes to vote.

4. An instrument appointing a proxy:

5. a) shall be in writing under the hand of the appointor or of his attorney, or if the appointor is a corporation, either under seal or under the hand of a duly authorised officer or attorney;

6. b) may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument;

7. c) shall be deemed to confer authority to demand or join in demanding a poll; and

8. d) shall be in such form as the Directors determine and which complies with Section 250A of the Corporations Act 2001 and the Listing Rules;

ATTENDANCE AND VOTING ELIGIBILITY

For the purpose of regulation 7.11.37 of the Corporations Regulations 2001, the Directors have determined that Shares held at 5.00pm WST on 20 September 2007 will be taken, for the purposes of this General Meeting, to be held by the persons who held them at that time.

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NOTICE OF MEETING

VOTING EXCLUSION

Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form or 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.

BY ORDER OF THE BOARD

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Mr Kent Hunter Director/Secretary Dated: 23 August 2007

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EXPLANATORY STATEMENT

INTRODUCTION

This Explanatory Statement has been prepared for the information of Shareholders of Elixir Petroleum Limited (“Elixir” or the “Company”) in connection with Resolution 1 of the General Meeting of members to be held at Level 3, 22 Railway Road, Subiaco, Western Australia 6008, at 10.00am, Monday 24 September 2007.

This Explanatory Statement should be read in conjunction with the accompanying Notice of Meeting. Please refer to Section 2 of this Explanatory Statement for a glossary of terms.

1. RESOLUTION 1 – RATIFICATION OF PREVIOUS ISSUE OF CONVERTIBLE NOTES Resolution 1 seeks Shareholder ratification of the issue of 10,700,000 Convertible Notes

ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that (subject to certain exceptions, none of which is relevant here) prior approval of Shareholders is required for an issue of securities if the securities will, when aggregated with the securities issued by the Company during the previous 12 months, exceed 15% of the number of the shares on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 provides that where a company ratifies an issue of securities, the issue will be treated as having been made with approval for the purpose of Listing Rule 7.1, thereby replenishing that company’s 15% capacity and enabling it to issue further securities up to that limit.

Resolution 1 proposes the ratification and approval of the issue of Convertible Notes for the purpose of satisfying the requirements of ASX Listing Rule 7.4.

The information required to be provided to shareholders to satisfy ASX Listing Rule 7.4 is specified in ASX Listing Rule 7.5.

In compliance with the information requirements of ASX Listing Rule 7.5, members are advised of the following particulars in relation to the allotment and issue:

(a)	Date of Issue of the Convertible Notes:	7 August 2007;
(b)	Number of Convertible Notes issued:	10,700,000;
(c)	Price at which Convertible Notes were issued:	$0.25 each;

• (d) The Convertible Notes do not rank equally in all respects with the existing ordinary shares on issue. Upon conversion of the Convertible Notes into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. A Convertible Note does not entitle the holder to participate in the next dividend or interest payment; and

(e) The Convertible Notes were issued to Macquarie Bank Limited, AFM Perseus Fund Limited Argonaut Capital Limited and two other clients of Argonaut under Section 708 of the Australian Corporations Act. The Convertible Notes will not be quoted on the ASX or AIM. None of the allottees were related parties of the Company. No subscriber, either individually or in association with any related entity, was allotted securities, which would have, if added to existing holdings, resulted in the holder and their related entities holding in excess of 19.9% of the issued capital of the Company; and

• (f) The issue was made to provide funds for an enlarged gas development program in the Gulf of Mexico by Elixir’s prospective merger partner, Gawler Resources Limited (ASX:GRL) (“Gawler”).

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EXPLANATORY STATEMENT

Key terms of the Convertible Notes include the following:

On the basis that the proposed Elixir-Gawler merger is approved by Gawler shareholders, the Convertible Notes are, at the election of the noteholder, convertible into Elixir shares at a price of $0.25 per share at any time up until 30 September 2008 or are redeemable at face value plus interest on 31 October 2008.

Should the merger between Elixir and Gawler not proceed, the Convertible Notes, at the election of the noteholder, are redeemable at face value plus interest within 90 days or are convertible into Gawler shares (being Gawler shares held by Elixir) at a price of $0.25 per share.

The Notes carry a coupon of 8% per annum. They are unsecured.

The Board unanimously recommends that Shareholders vote in favour of Resolution 1.

ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders should read this Explanatory Statement carefully before deciding how to vote on the Resolution.

Attached to the Notice of Meeting is a proxy form for use by Shareholders. Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, to complete, sign and return the proxy form to the Company in accordance with the instructions contained in the proxy form and the Notice of Meeting. Lodgement of a proxy form will not preclude a shareholder from attending and voting at the Meeting in person.

Enquiries

All enquiries in relation to the contents of the Notice of Meeting or Explanatory Statement should be directed to the Company’s Managing Director, Mr Russell Langusch (telephone: +44 207 484 5623) or Company Secretary, Mr Kent Hunter (telephone: +61 8 9382 3200).

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EXPLANATORY STATEMENT

2. GLOSSARY OF TERMS

In this Explanatory Statement:

“ACN” Australian Company Number. “ABN” Australian Business Number.

“AIM” The London Alternative Investment Market. “ASIC” Australian Securities and Investments Commission. “ASX” ASX Limited (ACN 008 624 691)

“ASX Listing Rules” or “Listing The Official Listing Rules of ASX as amended from time Rules” to time.

“ Convertible Note” A Convertible Note issued by the Company the subject of Resolution 1.

“Corporations Act”

The Corporations Act 2001 (Commonwealth).

“Director” A director of Elixir. “Elixir” or “Company” Elixir Petroleum Limited (ABN 51 108 230 995).

“Explanatory Statement” The explanatory Statement forming part of this Notice of Meeting.

“Meeting” The Meeting of the Company to be held on 24 September 2007. “Notice of Meeting” The notice convening the Meeting, which accompanies this Explanatory Statement.

“Resolution”

Resolution in the Notice of Meeting.

“Share”

A fully paid ordinary share in the capital of the Company.

“Shareholder”

The registered holder of a Share in the Company.

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PROXY FORM

The Secretary Elixir Petroleum Limited PO Box 1905 SUBIACO WA 6904

being a member/members of Elixir Petroleum Limited (the “Company”) hereby appoint

Print proxy’s name in full

of

print proxy’s address

and (if you wish to appoint two proxies)

print second proxy’s name in full

of

print second proxy’s address

or, in the proxy’s/proxies’ absence or if no other appointee is mentioned, the Chairman of the meeting as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Level 3, 22 Railway Road, Subiaco, Western Australia 6008, at 10.00am, Monday 24 September 2007 and at any adjournment of that meeting in respect of ……………………of my/our shares or, failing any number being specified, ALL of my/our shares.

If you do not wish to direct your proxy how to vote, please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder � will be disregarded because of that interest.

Proxies appointing the Chairman which do not specify the way in which the proxy is to vote on a particular resolution will be recorded as voting in favour of the resolutions.

If you wish to indicate how your proxy is to vote, please tick the appropriate places below. If no indication is given on a resolution, the proxy may abstain or vote at his or her discretion.

I/We direct my/our proxy to vote as indicated below:

ORDINARY BUSINESS RESOLUTION FOR AGAINST ABSTAIN

1. Ratification and approval of previous issue of Convertible Notes

Note: 1. If you have appointed two proxies the proportion of your voting rights allocated to each proxy is: Proxy No. 1 _% Proxy No. 2 _%. 2. If the appointment of a proxy is signed by the appointor’s attorney, this form must be accompanied by the authority under which the appointment was signed, or a certified copy of the authority. The completed Form of proxy may be:

• Mailed to the address on this form; or

• • Faxed to the Company on (08) 9388 8042

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PROXY FORM

Signed this day of 2007 If a natural person: SIGNED by ) in the presence of: ) ) (Signature) (Signature of Witness) (Name of Witness in full) If a Company: THE COMMON SEAL of ) ) ACN ) was affixed in the presence of: ) (Signature of Secretary/other Director) (Signature of Director/Sole Director) (Name of Secretary/other Director in full) (Name of Director/Sole Director in full)

PROXY VOTES

A vote given in accordance with the terms of an instrument or proxy is valid not withstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or the authority under which the instrument was executed), or the transfer of the Share in respect of which the instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at the Registered Office before the commencement of the Meeting or adjourned Meeting at which the instrument is used or the power is exercised.

REPRESENTATIVES OF CORPORATE SHAREHOLDERS

A body corporate (“the Appointor”) that is a Shareholder may authorise, in accordance with Section 250D of the Corporations Act 2001, by resolution of its Directors or other governing body such person or persons as it may determine to act as its Representative at any Meeting of the Company or of any class of Shareholders. A person so authorised shall be entitled to exercise all the rights and privileges of the Appointor as a Shareholder. When a Representative is present at a Meeting of the Company, the Appointor shall be deemed to be personally present at the Meeting unless the Representative is otherwise entitled to be present at the Meeting.

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