ELIXIR ENERGY LIMITED — Regulatory Filings 2004

Dec 23, 2004

ASX ANNOUNCEMENT

24 December, 2004

APPENDIX 3B - NEW ISSUE

The Directors of Elixir Petroleum Ltd (ASX: EXR) wish to announce the issue of 250,000 Fully Paid Ordinary Shares, 500,000 Farm Out Options and 10,000,000 Discovery Options as detailed in the attached Appendix 3B.

Yours faithfully

Kent Hunter Director Elixir Petroleum Limited

For more information please contact Russell Langusch +44 207 484 5019 (UK office) +44 7840 523 771 (Mobile - UK) +61 411 725 858 (Mobile - Australia) rlangusch@elixirpetroleum.com

9a Agnew Way Subiaco WA 6008 2+618 9382 3200 F +618 9388 8042 admin@elixirpetroleum.com

P.O. Box 1905 Subiaco W.A. 6904 ABN 51-108-230-005

www.elixirpetroleum.com

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Elixir Petroleum Limited

ABN

51 108 230 995

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• $\mathbf{1}$ ⁺Class of ⁺securities issued or to be issued
• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the "securities" (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if +convertible securities. the conversion price and dates for conversion)
• 2) Farm out options 3) Discovery options

Fully Paid Ordinary Shares

$1)$ 250.000 500,000 $2)$ 3) 10,000,000

$1)$

1) Not Applicable

• 2) Exercisable only after Block 211/22b is successfully farmed out and until 5pm (WST) on 31 December 2007; exercise price is \$1.00 per Farm-out Option
• 3) Exercisable only after achievement of a Commercial Discovery and until 5pm (WST) on 31 December 2007; exercise price per Discovery Option is equal to the weighted average trading price of Elixir Shares on ASX for a period of 90 calendar days prior to the spud date of the 'Swaledale' exploratory well to be drilled on Block 211/22b.

⁺ See chapter 19 for defined terms,

$\mathcal{L}$

$\mathbb{Z}$

$\frac{1}{2}$

$\hat{\vec{J}}$

$\bar{z}$

$\hat{\mathcal{L}} = \hat{\mathcal{L}}$

Appendix 3B
New issue announcement

4	Do the 'securities rank equally in all respects from the date of allotment with an existing 'class of quoted + securities? If the additional securities do not rank equally, please state: the date from which they do extent $\mathsf{to}$ which the they participate for the next dividend, the case (in of a trust. distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	1) Ycs 2) 3).	No - Upon exercise of the options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next dividend or interest payment. No - Upon exercise of the options into ordinary fully paid shares, the allotted and issued shares will rank equally in all respects with an existing class of quoted securities. The option does not entitle the holder to participate in the next dividend or interest payment.
5	Issue price or consideration	1) 0.56 2) Nil 3) Nil
6.	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	License over north sea block 211/22b.	Issued as consideration for the acquisition from Hunter Petroleum of UKCS Seaward Production
7.	Dates of entering + securities into uncertificated holdings or despatch of certificates	1) 2) 3)	On or around 20 December 2004 On or around 20 December 2004 On or around 20 December 2004
8	Number and + class οf all securities quoted $_{\rm on}$ ASX. (including the securities in clause 2 if applicable)	Number 26,100,002	Class Fully Ordinary Paid Shares

$\bar{z}$

⁺ See chapter 19 for defined terms.

		Number	'Class
9	Number and 'class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)	10,500,000	Fully Paid Ordinary
			Shares.
		2,000,000	20 cent options expiring 30 June 2007.
		4,625,000	50 cent options expiring 31 December 2007.
		500,000	Farm options out expiring 31 December 2007
		10,000,000	Discovery options December expining 31 2007

Dividend policy (in the case of a Not Applicable
trust, distribution policy) on the increased capital (interests) $10₁₀$

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?
12	Is the issue renounceable or non- renounceable?
13	Ratio in which the *securities will be offered
14	* Class of + securities to which the offer relates
15	+Record date determine to entitlements
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
17	Policy for deciding entitlements in relation to fractions
18	Names of countries in which the entity has 'security holders who will not be sent new issue documents

⁺ See chapter 19 for defined terms.

19 $\begin{tabular}{llll} \textbf{Closing} & date & for & receipt & of \ \hline acceptances or remaincciations & \end{tabular}$

⁺ See chapter 19 for defined terms.

Appendix 3B Page 4

24/12 2004 FRI 11:00 FAX 61 8 93888042

$Q$ 006/009

$\frac{1}{3}$ .

$\Lambda$ ppendix 3B New issue announcement

20	Names of any underwriters
21	Amount of any underwriting fee or commission
22	Names of any brokers to the issue
23	Fee or commission payable to the broker to the issue
24	any handling Amount of fee payable to brokers who lodge acceptances or renunciations on behalf of + security holders
25	If the issue is contingent on "security holders" approval, the date of the meeting
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders
28	Date rights trading will begin (if applicable)
29	Date rights trading will end (if applicable)
30	How do "security holders sell their entitlements in full through a broker?
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?

• See chapter 19 for defined terms.

Appendix 3B Page 5

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

$\left( \mathbf{a} \right)$

• Securities described in Part 1
• $(b)$ All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee
  incentive share securities when restriction ends, securities issued on expiry or conversion of conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

-35	If the 'securities are 'equity securities, the names of the 20 largest holders of the additional *sccurities, and the number and percentage of additional 'securities held by those bolders
-36	If the 'securities are + equity securities, a distribution schedule of the additional + securities setting out the number of holders in the categories 1 - 1.000 $1,001 - 5,000$ $5,001 - 10,000$ 10,001 - 100,000 100,001 and over
-37	A copy of any trust deed for the additional "securities

⁺ See chapter 19 for defined terms.

$\sim$

Appendix 3B
New issue announcement

Entities that have ticked box 34(b)
38.	Number of securities for which *quotation is sought
39	Class of *securities for which quotation is sought
40.	Do the securities rank equally in all respects from the date of allotment with an existing + elass of quoted securities?
	If the additional securities do not rank equally, please state: the date from which they do $\bullet$ the extent to which they $\bullet$ participate for the next dividend, (in the case of. $\mathbf{a}$ trust. distribution) or interest payment the extent to which they do not ٠ rank equally, other than in relation to the next dividend, distribution or interest payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of another security, clearly identify that other security)
42	Number and 'class of all 'securities quoted on ASX (including the securities in clause 38)	Number	+ Class

• See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ ⁺Quotation of our additional 'securities is in ASX's absolute discretion. ASX may quote the 'sccurities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those 'securities should not be granted 'quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warrants

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any "securities to be quoted and that no-one has any right to return any "securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the ⁺securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the "securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warrantics in this agreement.
• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before 'quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Hygo Made

Angus MacAskill..............................

Sign here:

Date: ....24 December 2004...

(Executive Director)

Print name:

FT OURSERE

Appendix 3B Page 8

⁺ See chapter 19 for defined terms.