LION ENERGY LIMITED — Proxy Solicitation & Information Statement 2004

Mar 9, 2004

LION ENERGY LIMITED

ACN: 000 753 640

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting of members of Lion Energy Limited ('the Company') will be held at Suite 33, 168 Melbourne Street. North Adelaide. South Australia on Friday 16^th April 2004 at 10:00am (Central Standard Time).

$\mathbf{1}$ Placement of 200 million shares

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

That for the purposes of the Australian Stock Exchange Listing Rule 7.4, and for all other purposes, the shareholders ratify the allotment and issue of 200 million shares at \$0.004 on 19^th December 2003.

Voting Exclusion: The Company will disregard any votes cast on this resolution by a person who participated in the placement or any of their associates.

By order of the Board

. . . . . . . . . . . . . . . . . . . . S Muggleton, Secretary 10th March 2004

Shareholders who are entitled to vote:

In accordance with Corporations Act Section 1109N, the Directors have determined that a person's entitlement to vote at the meeting will be the entitlement of that person set out in the register of members as at 10:00 am on Wednesday 14^th April 2004.

EXPLANATORY NOTES

LION ENERGY LTD

EXTRAORDINARY GENERAL MEETING HELD ON 16th APRIL 2004

Resolution 1 - Placement of 200 million shares

Australian Stock Exchange (ASX) Listing Rule 7.1 requires shareholder approval for the issue of shares or securities convertible into shares, where the number issued exceeds 15% of the issued capital of the company in any 12 month period.

ASX Listing Rule 7.4.2 allows for the issue of shares made pursuant to Listing Rule 7.1 to be subsequently approved by the shareholders at a general meeting of the company.

Shareholder ratification of the issue of 200 million shares in the placement on 19^th December 2003 is now sought pursuant to Listing Rule 7.4 in order to reinstate the Company's capacity to issue up to 15% of its issued capital, if required, at any time in the next 12 months without shareholder approval.

In accordance with ASX Listing Rule 7.5 the following information is provided in relation to the placement of shares.

Committee States

• the number of shares issued by the Company was 200,000,000 shares $(a)$
• the issue price for the shares was \$0,004 per share $(b)$
• $(c)$ the shares were issued under the same terms and with the same rights as the existing shares in the company
• $(d)$ the names of the allottees are as follows:

$\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$ $\mathbf{r}$

Mr. Colin Earl Garnsworthy Bennett and Mrs. Burnice Anne Bennett	20,000,000 shares
Ms Marissa Ann Hilmi and Mr Nigel Garnsworth Bennett	5,000,000 shares
Zapac Pty Ltd	87,500,000 shares
Dr Kylie Leanne Bennett	3,000,000 shares
PGLE Pty Ltd	75,000,000 shares
Mr Derek Zappia	9,500,000 shares

The placement provided funds to meet the cash call commitments of the Company in relation to the Oseil and Cooper Basin Joint Venture's. The total proceeds received amounted to \$800,000.00.

Voting Exclusion: The Company will disregard any votes cast on this resolution by the above named participants in the placement or any of their associates.

PROXY FORM EXTRAORDINARY GENERAL MEETING LION ENERGY LIMITED ACN: 000 753 640

The Secretary Lion Energy Limited Suite 33, 168 Melbourne Street NORTH ADELAIDE SA 5006

I/We
	(full name - BLOCK LETTERS)
of			,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

(address)

being a member(s) of Lion Energy Limited hereby appoint

. . . . . . . . . . . . . . . . . . . .

or failing such appointment or the absence of that person, the Chair of the Meeting as my Proxy to vote for me on my behalf (with discretion as to any business not referred to below) at the Extraordinary General Meeting of the company to be held at 10.00am (CST) on Friday 16th April 2004 at Suite 33, 168 Melbourne Street, North Adelaide South Australia and at any adjournment of that meeting.

(Voting instructions to be indicated by placing a tick $\boxtimes$ in the appropriate box. If no instruction is given the Proxy may vote as that person thinks fit, or abstain.)

Important for Item 1

RUSINESS

$\square$ 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.

-------------	For	Against	Abstain
1. Placement of 200 million shares

The Chairman intends to vote in favour of the above resolution.

If two proxies are appointed, the proportion of voting rights this proxy represents is $\frac{1}{2}$

DATE: $...$ , $...$ , $...$ , $...$

SIGNATURE OF SHAREHOLDER: ....................................

CORPORATION COMMON SEAL:

(or signature of its attorney or office duly authorised)

. . . . . . . . . . . . . . . . . . . . Director

. . . . . . . . . . . . . . . . . . . Director/Secretary

Note: Please read under 'VOTING BY PROXY', at the end of the Notice of Annual General Meeting, as to completion and lodgement of this Proxy Form.

VOTING BY PROXY

NOTES:

• Each shareholder has the right to appoint a proxy to attend and vote for the $\mathbf{1}$ . shareholder at this meeting.
• $\overline{2}$ . To enable a shareholder to divide their voting rights, a shareholder may appoint two proxies. Where two proxies are appointed:
• $(a)$ a separate Proxy Form should be used to appoint each proxy;
• $(b)$ the Proxy Form may specify the proportion, or the number, of votes that the proxy may exercise, and if it does not do so the proxy may exercise half of the votes
• $\overline{3}$ . A shareholder can appoint any other person to be their proxy. A proxy need not be a shareholder of the Company. The proxy appointed can be described in the Proxy Form by an office held, for example, 'the Chair of the Meeting'.
• $\overline{4}$ . In the case of shareholders who are individuals, the Proxy Form must be signed:
• if the shares are held by one individual, by that shareholder: $(a)$
• $(b)$ if the shares are held in joint names, by any one of them.
• 1. In the case of shareholders who are companies, the Proxy Form must be signed:
• if it has a sole director who is also sole company secretary, by that director $(a)$ (and stating that fact next to, or under, the signature on the Proxy Form);
• $(b)$ in the case of any other company, by either two directors or a director and company secretary.

The use of the common seal of the company, in addition to those required signatures is optional.

• 1. If the person signing the Proxy Form is doing so under Power of Attorney, or is an office of a company outside of (5) above but authorised to sign the Proxy Form, the Power of Attorney or other authorisation (or a certified copy of it), as well as the Proxy Form, must be received by the Company by the time and at the place in (7) below.
• $\overline{7}$ . A Proxy Form accompanies this notice. To be effective, Proxy Forms (duly completed and signed) must be received by the Company at is registered office:
• Suite 33, 168 Melbourne Street, North Adelaide, SA, 5006; or $(a)$
• $(b)$ by facsimile on (08) 8239 1744

so it is received no later than 10:00 am (CST) Wednesday 14^th April 2004 (marked for the attention of the company secretary).