ODESSA MINERALS LIMITED — Proxy Solicitation & Information Statement 2007

Oct 25, 2007

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PROXY FORM

All correspondence to: Marion Energy Limited Suite 3.14, 737 Burwood Road Hawthorn Vic 3122 Australia Facsimile:+61 3 88626614

Appointment of Proxy

I/We being members of Marion Energy Limited (the “Company”) and entitled to attend and vote hereby appoint

❏ The Chairman of the Meeting OR ........................................................................................................................... If you are not appointing the Chairman of the Meeting as your proxy Please write here the name of the individual or body corporate you are appointing as 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 (in all the respects mentioned in Articles 5.14(h) and 5.14(i) of the Company’s Constitution) on my/our behalf and to vote in accordance with the following directions (or if no directions are given, as the proxy thinks fit) at the Annual General Meeting of the company to be held at RACV Club, 501 Bourke Street, Melbourne on 26 November 2007 at 10.00am and at any adjournment of that meeting.

Voting directions to your proxy – please mark with an X or a tick to indicate your directions –

		For	Against	Abstain*
2.	Adoption of Remuneration Report	❏	❏	❏
3.	Re-election of Mr Peter Collery	❏	❏	❏
4.	Authorise Placement	❏	❏	❏
5.	Ratifcation of Prior Issue	❏	❏	❏

• If you mark the Abstain box for any item you are directing your proxy NOT to vote on your behalf 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 you are appointing two proxies, the proportion of voting rights conferred on the proxy appointed under this form is ………….%

Please Sign Here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1		Shareholder 2		Shareholder 3
Sole Director and		Director		Director/Company Secretary
Sole Company Secretary

Date / / 2007

Please provide the information indicated below in case we need to contact you:

Contact Name (print)

Contact Daytime Telephone number

How to complete the Proxy Form

1. Your Address

This is your address as it appears on the Company’s share register. If the information is incorrect, please mark the box and make the correction on the form. Shareholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint is someone other than the Chairman of the Meeting please write the name of that individual or body corporate in the space provided. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a shareholder of the Company. Do not write the name of the Company or the name of the registered shareholder in this space.

3. Votes on Items of Business

You may direct your proxy how to vote by placing a mark (X or tick) in one of the three boxes opposite each item of business. All of your shares will be voted in accordance with such a direction unless you indicate only a portion of your voting rights are to be voted on any item by inserting the percentage or the number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, you proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

4. Appointment of Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company’s share registry, or you may photocopy this form.

To appoint a second proxy you must:

• (a) indicate that you wish to appoint a second proxy by marking the box.

• (b) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or the number of shares applicable to the appointment under that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half of your votes. Fractions of votes will be disregarded.

• (c) return both forms together in the same envelope.

5. Signing Instructions

You must sign this form as follows in the spaces provided:

• Individual: where the holding is in one name, the holder must sign

• Joint Holding: where the holding is in more than one name, all of the shareholders should sign. Attorney: to sign under Power of Attorney, you must have lodged that document with the share registry. If you have not previously lodged that document for noting, please attach a certified photocopy of the Power of Attorney to the Proxy Form when you return it

• Companies: where the company has a Sole Director who is also Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

If a representative of a corporate Shareholder is to attend the meeting an appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission. A form of the certificate may be obtained from the Company’s share registry or at www.computershare.com.

Lodgement of Proxy Forms

This Proxy Form (and a certified copy of any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the Meeting at 10.00am (Eastern Summer Time) on 26 November 2007. Any Proxy Form received after that time will not be valid for that Meeting.

Documents may be lodged:

In Person Registered Office – Suite 3.14, Pacific Tower, 737 Burwood Road, Hawthorn, Victoria, 3122, Australia By Mail As Above By Fax +61 3 8862 6614