ELIXIR ENERGY LIMITED — AGM Information 2012

Oct 29, 2012

ABN 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 10:00am on Friday, 30 November 2012 (WST) at The Heritage Boardroom, The Melbourne Hotel 942 Hay Street (Cnr Milligan Street) 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 89481 0544.

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Elixir Petroleum Limited will be held at 10:00am on Friday, 30 November 2012 (WST) at The Heritage Boardroom, The Melbourne Hotel, 942 Hay Street (Cnr Milligan Street) Perth, Western Australia ("Meeting").

The attached Proxy Form forms 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.

PROXIES

A holder of a Share in the Company (a “Shareholder”) entitled to attend and vote at the Annual General Meeting of Shareholders may appoint not more than two proxies. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the registered Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the registered shareholder’s voting rights. A proxy may, but need not be, a Shareholder. Proxy forms must reach the Registered Office of the Company at least 48 hours prior to the General Meeting that is, prior to 10:00am (WST) Wednesday, 28 November 2012.

ENTITLEMENT TO VOTE AND RECORD DATE

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 4:00pm on Wednesday, 28 November 2012 (WST).

AGENDA

1. Financial Statements and Reports

To receive and consider the Annual Report of the Company and its controlled entities, including the Directors' Report, Financial Report and the Auditor’s Report for the financial year ended 30 June 2012.

2. Resolution 1 - Adoption of Remuneration Report

To consider and, if thought fit, to pass the following resolution as a non binding resolution:

“That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2012 be adopted.”

The Remuneration Report is set out in the Directors’ Report in the Annual Report. Please note that the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member. However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

(i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

The Company’s KMPs are set out in the Remuneration Report. Generally speaking they are people having authority and responsibility for planning, controlling and directing the Company’s activities in a direct or indirect manner. KMPs include the Directors, and senior executives of the Company.

A closely related party of a KMP generally speaking means a spouse, child, or dependant of the key management personnel, or a child or dependant of the spouse of the KMP. It includes anyone else who is a member of the key management personnel’s family who would influence or may be expected to influence the KMP in relation to his or her dealings with the Company. It also includes

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any company which is controlled by the KMP, and includes any other people prescribed as closely related parties by ASIC in the regulations to the Corporations Act.

KMPs and their closely related parties will commit an offence under the Corporations Act if they vote in relation to this Resolution in breach of the voting restrictions.

3. Resolution 2 - Re-election of Mark O’Clery as Non-Executive Director

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

“That, Mr Mark O’Clery, who was appointed to the Board to fill a casual vacancy and who retires in accordance with Article 6.3(j) of the Company’s Constitution, and being eligible, offers himself for election, be elected as a director.”

Details of Mr O’Clery’s experience and qualifications are set out in the accompanying Explanatory Statement.

4. Resolution 3 - Re-election of Michael Price as Non-Executive Director

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

“That, Mr Michael Price, who retires in accordance with clause 6.3(c) of the Company's Constitution and, being eligible, offers himself for re-election, be re-elected as a director.”

Details of Mr Price’s experience and qualifications are set out in the accompanying Explanatory Statement.

5. Resolution 4 - Ratification of Previous Issue of Securities - Placement announced on 5 October 2011

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 and for all other purposes, the Company approves and ratifies the allotment and issue of 28,300,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.04 each on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and 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).

6. Resolution 5 - Ratification of Previous Issue of Securities – Placement to New Standard Energy Ltd announced on 2 March 2012

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 and for all other purposes, the Company approves and ratifies the allotment and issue of 6,400,000 fully paid ordinary shares in the capital of the Company at an issue price of $0.0625 each on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and 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).

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7. Resolution 6 - Ratification of Previous Issue of Securities – Further Placement to New Standard Energy Ltd announced on 10 April 2012

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 and for all other purposes, the Company approves and ratifies the allotment and issue of 19,416,049 fully paid ordinary shares in the capital of the Company at an issue price of $$0.0625 each on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast on this Resolution by any person who participated in the issue and 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).

8. Resolution 7 - Approval of 10% Placement Capacity - Shares

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue (at the time of the issue), calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company will 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.

GENERAL BUSINESS

To transact any other business that may be brought forward in accordance with the Company’s Constitution.

By Order of the Board

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Keith Bowker Company Secretary

28 October 2012

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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 2012 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.

Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a "proxy") to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

• (a) a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

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Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

In accordance with section 250R of the Corporations Act, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the Chair and the appointment of the Chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

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1. 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 2012 Annual Report, which is available on 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.

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

• (a) the content of the auditor’s report; or

• (b) the conduct of the audit in relation to the financial report.

All written questions must be received by the Company no later than Friday, 23 November 2012 (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 Company’s audit firm will be attending the Annual General Meeting and will be available to answer questions from Shareholders relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

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

• (d) 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.

2. Resolution 1 - Adoption of the Remuneration Report

As required by the Corporations Act , the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non-binding vote. The Remuneration Report contains:

• (a) information about Board Policy for determining the nature and amount of remuneration of the Company’s Directors and senior executives;

• (b) a description of the relationship between remuneration policy and the Company’s performance;

• (c) a summary of performance conditions, including a summary of why they were chosen and how performance is measured against them; and

• (d) remuneration details for each executive and non-executive Directors, and Key Management Personnel.

The Remuneration Report, which is part of the 2012 Annual Report, has been sent to Shareholders (except those who have made an election not to receive the Annual Report). Copies of the 2012 Annual Report are available by contacting the Company’s Share Registry or visiting the Company’s website.

The Meeting presents an opportunity to discuss the Remuneration Report for Shareholders who are interested in doing so. The vote on this Resolution is advisory only and does not bind the Directors or the Company.

Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report

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resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the previous financial year was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

Proxy Voting Restrictions

Shareholders appointing a proxy for this Resolution should note the following:

If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy.

You must direct your proxy how to vote on this Resolution . Undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member).

You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must mark the acknowledgement on the Proxy Form to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel .

If you appoint any other person as your proxy

You do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

The Directors make no recommendation on Resolution 1.

3. Resolution 2 - Re-election of Mark O’Clery as Non-Executive Director

Mr O’Clery was appointed a non-executive director of the Company on 14 August 2012.

It is a requirement under Article 6.3(j) of the Company’s Constitution that a Director appointed by the Board to fill a casual vacancy must retire at the next Annual General Meeting, and is eligible for election at that meeting. Accordingly, Mr O’Clery retires and, being eligible, has offered himself for re-election as a Director of the Company.

Mr O’Clery is a Petroleum Geologist with over 24 years of experience in the international, upstream oil and gas business. During his career, he has held senior technical, commercial, operational and managerial roles with a number of large international petroleum companies, including Western Mining Corporation, British Gas Plc, Ampolex Limited, Mobil Corporation and OMV AG.

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Over the past 10-years, Mr O’Clery has been involved in the management of a number of public and private oil and gas, exploration and production companies, and is currently a technical advisor to Alcoa Australia and APA Group. He has broad technical and commercial experience which spans a variety of jurisdictions, including Australia, New Zealand, Indonesia, the USA, the UK and a number of East and West African countries.

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

4. Resolution 3 - Re-election of Michael Price as Non-Executive Director

It is a requirement under Article 6.3(c) of the Company’s Constitution that Directors (other than the Managing Director) must retire no later than the longer of the third Annual General Meeting or three (3) years from the date of their appointment. In addition, the Constitution specifies that one-third of Directors (rounded down to the nearest whole number) must retire at each Annual General Meeting. Accordingly, Mr Michael Price retires and being eligible, has offered himself for re-election as a Director of the Company.

Mr Price was appointed a non-executive director of the Company on 13 January 2011. Mr Price has broad commercial experience resulting from an extensive career in the finance sector with responsibility for business and risk portfolios. Mr Price was the Chief Operating Officer for one of Australia’s largest property funds management businesses prior to its sale in 2005 and is currently the chief operating officer of Argonaut Capital, one of the leading corporate advisory and stockbroking firms in Australia.

Mr Price holds a Bachelor of Economics and an MBA from the University of Western Australia. He also holds a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia and is a Fellow of the Australian Institute of Company Directors. Mr Price is currently a director of a number of private investment companies.

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

5. Resolution 4 - Ratification of Previous Issue of Securities – Placement announced on 5 October 2011

On 5 October 2011, the Company announced its intention to place a total of 28,300,000 new Shares at a price of $0.04 per share to raise a total of $1,132,000 before the costs of the issue.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 permits ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold under Listing Rule 7.1. The effect of such ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued share capital of the Company without requiring Shareholder approval.

Pursuant to Resolution 4, the Directors are seeking ratification under Listing Rule 7.4 of the issue of the Shares as noted above in this Resolution 4 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

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

• (a) 28,300,000 Shares were issued and allotted on 11 October 2011. These Shares were issued at an issue price of $0.04 per Share.

• (b) The Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with existing fully paid ordinary shares on issue.

• (c) The Shares were allotted to sophisticated and professional investors who are not related parties of the Company.

• (d) The proceeds from the capital raisings were primarily used to:

• (i) fund Elixir’s growth, including the commencement of well planning and permitting activities for up to three new wells targeting high graded conventional hydrocarbon prospects within the Moselle Permit in France; and

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• (ii) general working capital.

• (e) A voting exclusion statement is included in this Notice.

The Directors recommend that Shareholders of the Company vote in favour of this Resolution 4. The Directors also intend to vote their Shares in favour of this Resolution 4.

6. Resolution 5 - Ratification of Previous Issue of Securities – Placement to New Standard Energy Ltd announced on 2 March 2012

On 2 March 2012, the Company announced its intention to place 6,400,000 ordinary shares at $0.0625 per share to New Standard Energy Ltd (“NSE”) to raise $400,000 (before the costs of the issue).

A summary of Listing Rule 7.1 is set out in Resolution 4 above.

Listing Rule 7.4 permits ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold under Listing Rule 7.1. The effect of such ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued share capital of the Company without requiring Shareholder approval.

Pursuant to Resolution 6, the Directors are seeking ratification under Listing Rule 7.4 of the issue of the Shares as noted above in this Resolution 6 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

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

• (a) 6,400,000 Shares were issued and allotted on 2 March 2012. These Shares were issued at an issue price of $0.0625.

• (b) The Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with existing fully paid ordinary shares on issue.

• (c) The Shares were allotted to New Standard Energy Ltd, which is not a related party of the Company.

• (d) The proceeds from the capital raising will primarily be used to:

• (i) progress well planning and the farmout of the Moselle Permit in France;

• (ii) investigate new asset acquisition opportunities; and

• (iii) general working capital.

• (e) A voting exclusion statement is included in this Notice.

The Directors recommend that Shareholders of the Company vote in favour of this Resolution 5. The Directors also intend to vote their Shares in favour of this Resolution 5.

7. Resolution 6 - Ratification of Previous Issue of Securities – Further Placement to New Standard Energy Ltd announced on 10 April 2012

On 2 March 2012, the Company announced its intention to undertake an entitlement issue for a maximum of approximately 36.2 million ordinary shares at $0.05 per share to raise $1.81 million, which was underwritten by NSE.

Additionally, NSE held the right to request a ‘top-up’ by way of a placement of new ordinary shares to take it to a maximum of 15% of the enlarged issued share capital of Elixir. On 10 April 2012, NSE exercised its ‘top-up’ right and the Company issued and allotted to NSE 19,416,049 new ordinary shares at $0.0625 per share raising $1,213,503 (before the costs of the issue).

A summary of Listing Rule 7.1 is set out in Resolution 4 above.

Listing Rule 7.4 permits ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold under Listing Rule 7.1. The effect of such ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued share capital of the Company without requiring Shareholder approval.

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Pursuant to Resolution 6, the Directors are seeking ratification under Listing Rule 7.4 of the issue of the Shares as noted above in this Resolution 6 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

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

• (a) 19,416,049 Shares were issued and allotted on 10 April 2012. These Shares were issued at an issue price of $0.0625 per Share.

• (b) The Shares are fully paid ordinary shares in the capital of the Company and rank equally in all respects with existing fully paid ordinary shares on issue.

• (c) The Shares were allotted to New Standard Energy Ltd, which is not a related party of the Company.

• (d) The proceeds from the capital raisings will primarily be used to:

• (i) progress well planning and the farmout of the Moselle Permit in France;

• (ii) investigate new asset acquisition opportunities; and

• (iii) general working capital.

• (e) A voting exclusion statement is included in this Notice.

The Directors recommend that Shareholders of the Company vote in favour of this Resolution 6. The Directors also intend to vote their Shares in favour of this Resolution 6.

8. Resolution 7 - Approval of 10% placement capacity– Shares

8.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital over a period up to 12 months after the annual general meeting ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 7, the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out in 8.2 below).

The effect of Resolution 7 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 7 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 7 for it to be passed.

8.2 ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of approximately $8.5 million.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has one class of Equity Securities on issue, being the Shares (ASX Code: EXR).

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The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under this rule. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval; and

• (D) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

8.3 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 7:

(a) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 ASX trading days of the date in Section 8.3(a)(i), the date on which the Equity Securities are issued.

(b) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (A) 12 months after the date of this Meeting; and

• (B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A cases to be valid;

( 10% Placement Capacity Period ).

(c) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 7 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

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The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue (Variable ‘A’ in ASX Listing Rule 7.1A2		Dilution	Dilution
	Issue Price (per Share)	$0.015 50% decrease in Issue Price	$0.03 Issue Price	$0.06 100% increase in Issue Price
	Shares issued – 10% voting dilution	27,725,064 Shares	27,725,064 Shares	27,725,064 Shares
277,250,637 (Current Variable A)
	Funds raised	$415,876	$831,752	$1,663,504
	Shares issued – 10% voting dilution	41,587,595 Shares	41,587,595 Shares	415,875,95 Shares
415,875,955 (50% increase in Variable A)
	Funds raised	$623,814	$124,763	$2,495,236
	Shares issued – 10% voting dilution	55,450,127 Shares	55,450,127 Shares	55,450,127 Shares
554,501,274 (100% increase
in Variable A)	Funds raised	$831,752	$166,350	$3,327,008

• The number of Shares on issue (Variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro-rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at the date of this Notice of Meeting.

2. The issue price set out above is the closing price of the Shares on the ASX on 15 October 2012.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1. 7. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

7. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Capacity, based on that Shareholder’s holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (A) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (B) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

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(d) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (A) as cash consideration in which case the Company intends to use funds raised to meet the ongoing costs associated with the exploration on its existing tin projects, or to investigate additional acquisitions of projects to complement those projects; or

• (B) as non-cash consideration for the acquisition of new projects or otherwise as consideration for services rendered by non-related third parties to the Company, where it is considered appropriate by the board to do so. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

(e)

Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (A) the purpose of the issue;

• (B) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (C) the effect of the issue of the Equity Securities on the control of the Company;

• (D) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (E) prevailing market conditions; and

• (F) advice from corporate, financial and broking advisers (if applicable).

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Capacity will be vendors of the new resources, assets or investments.

(f) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(g)

Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (a) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (b) the information required by Listing Rule 3.10.5A for release to the market.

8.4 Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 7.

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Glossary

$ means Australian dollars.

10% Placement Capacity has the meaning given in Resolution 7 of this Notice.

Annual General Meeting or Meeting means the meeting convened by the Notice.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the Australian Securities Exchange, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

BDO means BDO Audit (WA) Pty Ltd.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth).

Company means Elixir Petroleum Limited (ACN 108 230 995).

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the A&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Remuneration Report means the remuneration report set out in the Director’s report section of the Company’s annual financial report for the year ended 30 June 2012.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Variable A means “A” as set out in the calculation in Section 8.3 of this Notice.

WST means Western Standard Time as observed in Perth, Western Australia.

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PROXY FORM

APPOINTMENT OF PROXY ELIXIR PETROLEUM LIMITED ACN 108 230 995

ANNUAL GENERAL MEETING

I/We of

==> picture [425 x 19] intentionally omitted <==

==> picture [424 x 19] intentionally omitted <==

being a Shareholder entitled to attend and vote at the Meeting, hereby

appoint

==> picture [425 x 19] intentionally omitted <==

Name of proxy

OR the Chair as my/our proxy

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Elixir Petroleum Limited to be held at The Heritage Boardroom, The Melbourne Hotel, 942 Hay Street (Cnr Milligan Street), Perth, Western Australia on Friday, 30 November 2012 at 10:00am (WST) and at any adjournment or postponement of that Meeting.

The Chairman is authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note : If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box below.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote

Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1 – Adoption of Remuneration Report
Resolution 2 – Re-election of Mark O’Clery as Non-Executive Director
Resolution 3 – Re-election of Michael Price as Non-Executive Director
Resolution 4 – Ratification of Previous Issue of Securities – Placement
announced on 5 October 2011
Resolution 5 – Ratification of Previous Issue of Securities – Placement to
New Standard Energy Ltd announced on 2 March 2012
Resolution 6 – Ratification of Previous Issue of Securities – Further Placement
to New Standard Energy Ltd announced on 10 April 2012
Resolution 7 – Approval of 10% Placement Capacity – Shares

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

If two proxies are being appointed, the proportion of voting rights this proxy represents is

%

Signature of Shareholder(s): Individual or Shareholder 1 Sole Director/Company Secretary	Date: ______ Shareholder 2 Shareholder 3 Director Director/Company Secretary	Date: ______ Shareholder 2 Shareholder 3 Director Director/Company Secretary
		Director/Company Secretary

Contact Name: ______ Contact Ph (daytime): ____

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Instructions for Completing ‘ Appointment of Proxy’ Form

1. ( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

2. ( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

• ( Individual ): Where the holding is in one name, the Shareholder must sign.

• ( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.

• ( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.

• ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.

• ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual Shareholders from attending the Meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the Meeting.

• ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Elixir Petroleum Limited, PO Box Z5187, Perth WA 6831; or

• (b) facsimile to the Company on facsimile number +61 8 9226 2099.

so that it is received not less than 48 hours prior to commencement of the Meeting.

Proxy Forms received later than this time will be invalid.

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