ELIXIR ENERGY LIMITED — Proxy Solicitation & Information Statement 2008

Mar 13, 2008

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Notice of General Meeting

A General Meeting of the Company will be held at 10.00 am on Friday, 18 April 2008 (WST) at Level 20, 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, stockbroker 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 15 108 230 995

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Shareholders of the Company will be held at 10.00am on Friday, 18 April 2008 (WST) at Level 20, 77 St Georges Terrace, Perth Western Australia ("Meeting").

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

Please note terms used in the resolution contained in this Notice have the same meaning as set out 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 10.00 am on Friday, 18 April 2008 (WST).

AGENDA

1. Ratification of Prior Issue of Convertible Notes

To consider, and if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That pursuant to and in accordance with Listing Rule 7.4 of the Listing Rules of the Australian Securities Exchange and for all other purposes, Shareholders approve and ratify the allotment and issue to Macquarie Bank Limited of 8,571,429 convertible notes on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting exclusion statement

For the purposes of Listing Rule 7.5, the Company will disregard any votes cast on resolution 1 by Macquarie Bank Limited and / or any of their associates

By Order of the Board

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Alex Neuling Secretary 14 March 2008

Elixir Petroleum Limited – Notice of General Meeting - April 2008

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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 Meeting.

The purpose of this Explanatory Statement is to provide Shareholders with all information known to the Company which is material to a decision on how to vote on the resolution in the accompanying Notice. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

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

1 . Resolution 1 – Ratification of Prior Issue of Convertible Notes

On 25 January 2008, the Company announced that it proposed to issue 8,571,429 convertible notes at a subscription price of $0.35 (“Notes”) raising a total of $3.0 million before expenses. Subsequently, on 1 February 2008, the Company advised that the Notes had been issued. The Notes were issued to Macquarie Bank Limited without disclosure under section 708 of the Corporations Act. Shareholder approval was not required for the issue, which is within the 15% limit available to the Company under ASX Listing Rule 7.1. The Notes will not be quoted on the ASX or AIM.

Listing Rule 7.1 imposes a limit on the number of equity securities (e.g. shares, or convertible securities) which a company can issue without shareholder approval. In general terms, the limit is that a company may not, without shareholder approval, issue in any 12 month period, equity securities which are more than 15% of:

• the number of fully paid ordinary shares on issue 12 months before the issue; plus

• the number of fully paid ordinary shares issued in that 12 months under an exception contained in Listing Rule 7.2 or with shareholder approval.

Equity securities which are issued under an exception contained in Listing Rule 7.2 or with Shareholder approval do not reduce the number of equity securities that may be issued by the Company under Listing Rule 7.1.

Shareholder approval can be obtained either before or after the equity securities are issued.

Listing Rule 7.4 states that an issue by a company of equity securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 when made and the company’s members subsequently approve it.

Under Resolution 1, the Company seeks approval from Shareholders for, and ratification of, the previous issue of equity securities set out below:

ASX LISTING RULES INFORMATION

Listing Rule 7.5 requires the following information to be given to Shareholders:

8,571,429 Notes have been allotted and issued to Macquarie Bank Limited. The Notes are convertible into 8,571,429 ordinary shares.

The Notes issued raised $3.0m before expenses and are convertible, at the election of the Noteholder, at a price of $0.35 per share at any time up until 31 December 2008, or are redeemable at face value plus interest on 31 January 2009. The Notes are unsecured and accrue interest at 10% per annum on face value.

Funds raised are expected to be applied primarily towards drilling and development activities at Elixir’s Pompano and High Island gas projects and for general working capital purposes.

Shares to be issued on conversion of the Notes will be issued on the same terms as pre-existing fully paid ordinary shares and will rank equally with those shares.

The Board believes that the ratification of this issue is beneficial for the Company. The Board recommends that Shareholders vote in favour of Resolution 1 as it allows the Company to retain the flexibility to issue the maximum number of equity securities permitted under Listing Rule 7.1 without Shareholder approval.

Elixir Petroleum Limited – Notice of General Meeting - April 2008

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Glossary

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

AIM The Alternative Investment Market of the London stock Exchange Plc 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 or Chairman Mr Jonathan Stewart or such other person appointed chairman in accordance with the Constitution Company or Elixir Elixir Petroleum Limited ABN 51 108 230 995 Constitution The 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 Rules The listing rules of ASX Meeting The general meeting convened by the Notice Notice Means the notice of meeting which accompanies this Explanatory Statement Proxy Form Means the proxy voting form attached to the Notice Share fully paid ordinary share in the capital of the Company Shareholder a holder of a Share WST Western Standard Time

Elixir Petroleum Limited – Notice of General Meeting - April 2008

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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 facsimile: Level 20, 77 St Georges Terrace GPO Box 2530 +61 8 9440 2699 PERTH WA 6000 PERTH WA 6001 I/We 1 _________________

of[2] ________________

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

votes in the Company, hereby appoint[3] ___________

or failing such appointment the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held at 10.00 am on Friday, 18 April 2008 (WST) at Level 20, 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 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 Ratification of Prior Issue of Convertible Notes

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of Resolution 1, 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 he has an interest in the outcome of Resolution 1 and that votes cast by the Chair of the meeting for Resolution 1 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 will not cast your vote on Resolution 1 and your vote will not be counted in calculating the required majority if a poll is called on Resolution 1.

The Chairman intends to vote in favour of the Resolution in relation to undirected proxies.

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 of shareholder 2Insert address of shareholder 3 Insert name and address of proxy *Omit if not applicable

Elixir Petroleum Limited – Notice of General Meeting - April 2008

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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 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 GPO 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 (WST).

Elixir Petroleum Limited – Notice of General Meeting - April 2008

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