ODESSA MINERALS LIMITED — Proxy Solicitation & Information Statement 2008

Jul 30, 2008

MARION ENERGY LIMITED

ACN 000 031 292

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at RACV Club, 501 Bourke Street, Melbourne, Victoria on 1 September 2008 at 10am.

This Notice of General Meeting 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 3 8862 6466.

MARION ENERGY LIMITED

ACN 000 031 292

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Marion Energy Limited ( "Company" ) will be held at RACV Club, 501 Bourke Street, Melbourne, Victoria on 1 September 2008 at 10am ( "Meeting" ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of 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 on 1 September 2008 at 8.00am.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1.

AGENDA

1. Resolution 1 - Authorise Issue of Shares to Odyssey Energy Limited

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

"That, in accordance with ASX Listing Rule 7.1 and for all other purposes, the Shareholders approve and authorise the Company to issue 27,500,000 Shares to Odyssey Energy Limited in accordance with the agreement described in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Odyssey Energy Limited, being the person which will participate in the issue if the Resolution is passed, or any associate of Odyssey Energy Limited.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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.

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2. Resolution 2 – Authorise Issue of Non-Executive Options to Richard Carter

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

"That, in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, the Shareholders approve and authorise the Company to issue 250,000 Non-Executive Options to Richard Carter in accordance with the terms in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Richard Carter, or any associate of Richard Carter.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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.

3. Resolution 3 – Authorise Issue of Non-Executive Options to Douglas Martin

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

"That, in accordance with ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act and for all other purposes, the Shareholders approve and authorise the Company to issue 250,000 Non-Executive Options to Douglas Martin in accordance with the terms in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Douglas Martin, or any associate of Douglas Martin.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

• (b) 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.

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BY ORDER OF THE BOARD

Peter Collery Company Secretary Dated: 31 July 2008

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A C N 0 0 0 0 3 1 2 9 2

MARION ENERGY LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the General Meeting to be held at RACV Club, 501 Bourke Street, Melbourne, Victoria on 1 September 2008 at 10am.

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions set out in the Notice.

A Proxy Form is located at the end of the Explanatory Memorandum.

2. General

2.1 Introduction

The Company:

• (a) announced to the ASX on 24 June 2008 that it has entered into an agreement with Odyssey under which the Company will issue 27,500,000 Shares to Odyssey as consideration for Odyssey’s minority interests in the Helper (Utah) and Jester-Bloomington (Oklahoma) projects; and

• (b) proposes to issue the Non-Executive Options to the New Non-Executive Directors.

2.2 Why the approvals are being sought now

With regard to the issue of Shares to Odyssey the Company regularly seeks approval from its shareholders for issues of shares it has made or is about to make where the shares are to be issued in connection with the purchase of assets. Accordingly, with the shares being liable to be issued to Odyssey in the near future (subject to Odyssey’s shareholders’ approval, which is expected at an Odyssey meeting on 12 August 2008), it is desirable that approval of the issue of the Shares be obtained now.

The approvals for issues of options to the two New Non-Executive Directors are sought at the first opportunity after appointment of these directors. Richard Carter was appointed on 25 March 2008 and Douglas Martin was appointed on 2 July 2008. The Directors would not call a separate meeting just for the purpose of obtaining these approvals which is why they have not been sought before now.

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3. Resolution 1 – Authorise Issue of Shares to Odyssey

The Company proposes to issue 27,500,000 Shares to Odyssey as consideration for Odyssey’s minority interests of 30% in the Helper (Utah) project and 33.33% in the JesterBloomington (Oklahoma) project.

Odyssey holds those interests in the projects in a subsidiary corporation, OEL Operating (USA) Inc. The agreement between the Company and Odyssey provides that the Company will acquire from Odyssey all of the capital in that subsidiary as the means of acquiring the interest in the projects, and the abovementioned shares will be issued to Odyssey.

The approval sought is not for the acquisition of the interests in the projects but rather for the issue by the Company of the Shares as consideration for those interests. However it is useful to describe the acquisition and its benefits. The announcement made by the Company to ASX on 24 June 2008 gives the reasons for the acquisition and its benefits. It follows, verbatim:-

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Marion increases 2P Gas reserves to 319 Bcf of gas following - further acquisitions in Helper and Jester Bloomington Projects: Purchase of USA assets from Odyssey Energy Limited (ASX: ODY)

Marion Energy Limited (ASX: MAE) is pleased to announce that it has entered into an agreement to acquire the interests of Odyssey Energy Limited (ASX: ODY) in the Helper and Jester-Bloomington projects, thereby increasing the Company’s 2P gas reserve base by 29 Bcf to approximately 319 Bcf (billion cubic feet).

Marion will issue 27.5 million fully paid ordinary shares to Odyssey in consideration for the acquisition. These shares will be subject to a voluntary escrow period of 9 months. As a result of the transaction, Marion will increase its reserve base by 10%, but with only a 7% increase in shares on a fully diluted basis. The purchase will be consummated through the acquisition by Marion of Odyssey’s US subsidiary.

The transaction is subject to approval by Odyssey shareholders with settlement expected to occur in the September 2008 Quarter.

Key benefits for Marion shareholders

The acquisition provides Marion with the following key benefits:

• Increase in Booked Gas Reserves

A 10% increase in 2P reserves, from 290 to approximately 319 Bcf, with further reserve additions anticipated at the Helper project (and the Clear Creek project as well) during 2008.

• Strengthening of Marion’s Strategic Position

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Following completion, Marion will own a strengthened and highly strategic portfolio of US gas development assets, representing an attractive footprint in Utah and Oklahoma, including:

• 100% working interest in the Clear Creek project in Utah;

• 100% working interest in the Helper project in Utah, including the newly discovered Morrison Formation, which was recently placed on production at a rate of 1.5 million cubic feet/day; and

• 100% working interest in the majority of the Jester-Bloomington project, Oklahoma (67% in other areas).

NOTE:

• On June 18, 2008 Marion announced to the ASX that it had engaged Goldman Sachs to explore strategic alternatives in order to ensure that shareholder value is maximised. The aggregation of interests in Helper and Oklahoma will simplify unlocking this value.

• On May 2, 2008 Marion announced to the ASX that it is exploring alternatives to best capture and monetize the value of its Oklahoma assets. In the event this process results in the divestment of the assets involved, the former Odyssey share of these assets will be included in the sale and the proceeds of the sale retained by Marion.

Commenting on the acquisition, Jeff Clarke, Marion’s CEO said that “this is an excellent result for Marion. On a fully diluted basis, we have been able to increase our reserve base by 10%, but with only a 7% increase in shares.

Importantly for Marion we will now have a 100% interest in the Helper project which has a significant potential to deliver a large increase in reserves and shareholder value following our recent new discovery in the Morrison Formation.”

Impact of Acquisition to Marion Energy Increases Net Booked 2P Gas Reserves by 10.1% to 319 Bcf

==> picture [148 x 109] intentionally omitted <==

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290
29
----- End of picture text -----

Marion Energy Booked 2P Gas Reserves 290 Bcf

Odyssey Energy Booked 2P Gas Reserves 29 Bcf

Patersons Corporate Finance Limited acted as Marion Energy’s merger and acquisitions adviser throughout the course of this transaction.

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3.1 ASX Listing Rule 7.1

Resolution 1 seeks Shareholders' approval pursuant to ASX Listing Rule 7.1 for the Company to issue 27,500,000 Shares to Odyssey. Listing Rule 7.1 limits the ability of the Company to issue more than 15% of its capital without approval of shareholders. An approval by shareholders not only approves the particular issue without using any portion of the 15% issuing capacity but also effectively increases the base on which the 15% is calculated.

3.2 Specific Information Required by ASX Listing Rule 7.3

For the purposes of ASX Listing Rule 7.3, information regarding the Issue is provided as follows:

• (a) The maximum number of Shares the Company can issue to Odyssey is 27,500,000.

• (b) The Shares will be issued no later than three months after the Meeting (or such longer period of time as ASX may in its discretion allow).

• (c) The Shares will be issued by the Company for non-monetary consideration, being the interests in the Helper and Jester-Bloomington projects. For purposes of accounting for the issue the price at which Shares will be issued to Odyssey will be taken to be $1.11, being the closing price market price for the Shares on ASX at 23 June 2008 being the day before the agreement between the Company and Odyssey was entered into and advised to the ASX.

• (d) The Shares will be issued to Odyssey.

• (e) The Shares are fully paid ordinary shares in the capital of the Company.

• (f) No funds will be raised but the company will have acquired valuable interests in the Helper and Jester-Bloomington projects as described in the announcement to the ASX dated 24 June 2008 (set out above).

• (g) A voting exclusion statement is included in the Notice.

4. Resolutions 2 and 3 –Authorise Issue of Non-Executive Options

4.1 Introduction

The Company proposes to grant the Non-Executive Options to align the New NonExecutive Directors' interests with the performance of the Company and to provide an incentive for them to maximise the performance of the Company. Resolutions 2 and 3 seek Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act for the Directors to grant a total of 500,000 Non-Executive Options to the New Non-Executive Directors.

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4.2 Reason for Resolutions 2 and 3

Shareholder approval is required under Listing Rule 10.11 and Chapter 2E of the Corporations Act because the New Non-Executive Directors are related parties of the Company.

Listing Rule 10.11 and Chapter 2E of the Corporations Act restrict the Company's ability to issue equity securities to a non-executive director, unless approval is obtained from the Shareholders. The effect of passing Resolutions 2 and 3 will be to allow the Directors to issue 250,000 Non-Executive Options each to Richard Carter and Douglas Martin during the month after the Meeting (or a longer period, if allowed by ASX) in compliance with Chapter 2E of the Corporations Act, without breaching ASX Listing Rule 10.11 or using up any of the Company's 15% placement capacity under ASX Listing Rule 7.1.

Shareholder approval is also required under section 208 (contained in Chapter 3E) of the Corporations Act because the New Non-Executive Directors are related parties of the Company.

Resolutions 2 and 3 are separate resolutions and are in no way dependent on each other.

4.3 Specific Information required by section 219 of the Corporations Act

For the purposes of section 219 of the Corporations Act information regarding the Option Issue is provided as follows:

• (a) the related parties to whom Resolutions 2 and 3 would permit financial benefits to be given are Richard Carter and Douglas Martin;

• (b) the nature of the financial benefits is 250,000 Non-Executive Options each to Richard Carter and Douglas Martin;

• (c) Messrs Gregory Harvey, Jeff Clarke, Peter Collery, Alan Edgar and Karel Louman (the Directors who do not have an interest in the outcome of Resolutions 2 or 3) recommend that Shareholders vote in favour of Resolutions 2 and 3 for the following reasons:

• (i) The Company is a small but expanding public company, which has built up a portfolio of exploration acreage in Utah and Oklahoma. The appointments to the Board bring additional important skills to the Company, and importantly also change the composition of the Board which now has a majority of non-executive directors. The Company has limited funds, most of which are allocated to exploration and development activities;

• (ii) The Board has chosen to issue Non-Executive Options to the New NonExecutive Directors as a key component of their remuneration in order to attract and retain their services and to provide incentive linked to the performance of the Company; and

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• (iii) It is considered that the performance of the New Non-Executive Directors and the performance and value of the Company are closely related as the New Non-Executive Directors participate in setting the direction of the Company. The New Non-Executive Directors are also an invaluable source of advice to the Company's management and consequently the Company's management feels strongly that the New Non-Executive Directors should participate in the upside of the Company in the form of out-of-the-money Non-Executive Options.

• (d) The New Non-Executive Directors have an interest in the outcome of Resolutions 2 and 3 and do not propose to make a recommendation in relation to resolutions 2 or 3.

• (e) A valuation of the Non-Executive Options has been obtained from PKF Corporate Advisory East Coast Pty Ltd, an independent expert.

This valuation imputes a value for Non-Executive Options to be issued to New Non-Executive Directors in accordance with Resolutions 2 and 3 as $0.1268 per Non-Executive Option or $63,400 in total (prior to any adjustments for expected early exercise and vesting conditions). The value may go up or down after the issue date as it will depend on the future price of a Share. The Binominal approach has been used, together with the following assumptions:

• (i) the date of valuation for the purposes of settling the current market value of an Non-Executive Option is 8 July 2008;

• (ii) at 8 July 2008 the closing Share price was determined to be $1.04 [the 30 day weighted average price to 8 July was estimated to be $1.07, which is the price used in the valuation;

• (iii) the volatility factor is set as 60% which is based on the annualised standard deviation of the Company measured monthly over 4 years to 31 March 2008 as provided by the Australian Graduate School of Management;

• (iv) the Company has not forecast any future dividend payments. For the purposes of the valuation, it was assumed that the Company’s share price is “ex-dividend”;

• (v) for the purposes of the valuation it was assumed that the Non-Executive Options will not be exercised any earlier than the expiration date; and

• (vi) The risk free rate used for the purposes of the valuation is the Commonwealth Government securities rate with a maturity date approximating that of the expiration period of the options, as at 7 July 2008 being 6.67% (Source: Reserve Bank of Australia).

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• (f) The following table demonstrates the dilution of all other ordinary Shareholders' holdings in the Company, upon exercise of all Non-Executive Options issued to New Non-Executive Directors in accordance with Resolutions 2 and 3:

Shares on issue at date of this notice	298,894,186
Shares issued assuming exercise of all Non-Executive Options under Resolutions 2 and 3	500,000
Shares to be issued under Resolution 1	27,500,000
Dilution Effect of issues to related parties	0.0017%

• (g) The market price of Shares would normally determine whether the New NonExecutive Directors will exercise the Non-Executive Options or not. If the NonExecutive Options are exercised at a price that is lower than the price at which Shares are trading on ASX, there may be a perceived cost to the Company.

• (h) No funds will be raised by the issue of the Non-Executive Options as they are being issued for nil consideration.

• (i) The New Non-Executive Directors' remuneration (both current and if Resolutions 2 and 3 are passed) is as follows:

	Current remuneration	Following issue of Non- Executive Options
Richard Carter	Fees of $70,000	Fees of $70,000 250,000 Non-Executive Options
Douglas Martin	Fees of $70,000	Fees of $70,000 250,000 Non-Executive Options

(j) The New Non-Executive Directors' interests in the Company (both current and if Resolutions 2 and 3 are passed) are as follows:

	Current interest	Following issue of Non- Executive Options
Richard Carter	Indirect interest in 200,000 fully paid ordinary shares	Indirect interest in 200,000 fully paid ordinary shares 250,000 Non-Executive Options
Douglas Martin	Nil	250,000 Non-Executive Options

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• (k) The trading history of the Company's Share price over the last 12 months as follows:

Highest	$1.60
Lowest	$0.64
Closing price on 11 July 2008	$1.25

• (l) Other than the information above and otherwise set out in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 2 and 3.

4.4 Specific Information Required by ASX Listing Rule 10.13

For the purposes of ASX Listing Rule 10.13, information regarding the issue of NonExecutive Options is provided as follows:

• (a) The Non-Executive Options will be issued to Richard Carter and Douglas Martin, who are non-executive directors of the Company, or their nominees.

• (b) The maximum number of Non-Executive Options the Company can issue under Resolutions 2 and 3 is 500,000.

• (c) The Non-Executive Options will be issued no later than one month after the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d) The Non-Executive Options will be issued by the Company for nil consideration.

• (e) The terms of the Non-Executive Options are in Schedule 2 of the Explanatory Memorandum.

• (f) No funds will be raised by the issue of Non-Executive Options as the NonExecutive Options are being issued for nil consideration as an incentive for New Non-Executive Directors.

• (g) A voting exclusion statement is included in the Notice.

5. Action to be taken by Shareholders

Shareholders should read the Notice and 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 thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

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Schedule 1 – Definitions

In this Explanatory Memorandum and Notice of General Meeting:

"ASIC" means Australian Securities and Investments Commission.

"Board" means Directors of the Company.

"Business Day" means a day on which the ASX is open for trading.

"Chair" means the person appointed to chair the Meeting of the Company convened by this Notice.

"Company" means Marion Energy Limited ACN 000 031 292.

"Constitution" means the Constitution of the Company.

"Corporations Act" means the Corporations Act 2001 (Cth).

"Directors" mean the directors of the Company.

"Explanatory Memorandum" means the explanatory memorandum to the Notice.

"Issue" means the proposed issue of 27,500,000 Shares to Odyssey

"Meeting" has the meaning given in the introductory paragraph of the Notice.

"Notice" means this Notice of General Meeting.

“New Non-Executive Directors" means Richard Carter and Douglas Martin.

"Non-Executive Options" means an option which entitles the holder to subscribe for one Share on the terms and conditions in Schedule 2.

"Odyssey" means Odyssey Energy Limited ACN 116 151 636.

"Proxy Form" means the proxy form attached to the Notice.

"Resolution" means a resolution referred to in this Notice.

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

"Shareholder" means a shareholder of the Company.

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 2 – Terms & Conditions of the Non-Executive Options

1. The exercise price of each Non-Executive Option is $1.50 ( "Exercise Price" ).

2. The Non-Executive Options will expire on that date ( "Expiry Date" ) which is the earlier of:

3. (a) 30 June 2009; or

4. (b) unless agreed otherwise by the Company and the holder of the Non-Executive Option ( "Holder" ):

   • (i) the date the New Non-Executive Director is disqualified from holding the office of director;

   • (ii) in respect only of Non-Executive Options that have not already vested the date the New Non-Executive Director ceases to be a director because of:

     • (A) death;

     • (B) total and permanent disablement;

     • (C) redundancy;

     • (D) retirement;

     • (E) voluntary cessation, or

     • (F) by mutual agreement

and thereafter no party has any claim against any other party arising under or in respect of the Non-Executive Options.

For the avoidance of doubt a Holder can have vested and unvested Non-Executive Options which may expire on different dates.

1. Unless agreed otherwise by Company and the Holder the Non-Executive Options will vest 100% upon the passing of Resolutions 2 and 3 respectively as set out in the Notice of Meeting.

3. Each Non-Executive Option exercised will entitle the Holder to one Share.

4. The Holder must complete a notice in the form determined by the Company's directors when exercising the Non-Executive Options ( "Notice of Exercise" ).

5. Non-Executive Options may be exercised by the Holder completing and forwarding to the Company a Notice of Exercise and payment of the Exercise Price for each Non-Executive Option being exercised.

6. A New Non-Executive Director may renounce the invitation received from the Company in favour of any of the following entities:

7. (a) the New Non-Executive Director's spouse or immediate family relative;

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• (b) a body corporate in which the New Non-Executive Director holds and beneficially owns not less than 50% of the issued voting share capital;

• (c) a trustee of a trust in which the New Non-Executive Director is a beneficiary or object; or

• (d) a trustee of a superannuation fund of which the New Non-Executive Director is a member.

• All Shares issued upon exercise of the Non-Executive Options will rank pari passu in all respects with the Company's then existing Shares.

• The Holder cannot participate in new issues of securities to holders of Shares unless the Non-Executive Option has been exercised and the Share has been allotted and registered in respect of the Non-Executive Option before the record date for determining entitlements to the issue. The Company must give notice to the Holder of any new issue before the record date for determining entitlements to the issue in accordance with the ASX Listing Rules. Non-Executive Options can only be exercised in accordance with these terms and conditions.

• If the Company makes a pro rata bonus issue of Shares to holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Shares have been allotted and registered in respect of the exercise of an Non-Executive Option before the record date for determining entitlements to the bonus issue, then the number of Shares or other securities for which the Holder is entitled to subscribe on exercise of the Non-Executive Option is increased by the number of Shares or other securities that the Holder would have received if the Non-Executive Option had been exercised before the record date for the bonus issue.

• If the Company makes a pro rata issue of securities (except a bonus issue) to the holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) the exercise price of a Non-Executive Option shall be reduced according to the following formula:

O' = E[P-(S+D)] N+1 where: O' = the new exercise price of a Non-Executive Option. O = the old exercise price of a Non-Executive Option. E = the number of underlying securities into which one NonExecutive Option is exercisable. P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price for a security under the pro-rata issue. D = the dividend due but not yet paid under the existing underlying securities (except those to be issued under the pro rata issue).

• N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

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1. In the event of any reorganisation of the issued ordinary capital of the Company (including consolidation, subdivision, reduction or return) the number of Shares attaching to each Non-Executive Option or the Exercise Price of a Non-Executive Option or both will be reorganised in the manner as specified in the ASX Listing Rules at the time of the reorganisation.

2. Subject to paragraphs 10, 11 and 12, the Exercise Price and the number of Shares to be issued on the exercise of Non-Executive Options will not change in the event of a new issue of securities by the Company.

3. The Company will give notice to each Holder of any adjustment to the number of Shares which the Holder is entitled to subscribe for or be issued on exercise of a Non-Executive Option or the Exercise Price of a Non-Executive Option in accordance with the ASX Listing Rules at that time.

4. Non-Executive Options are not transferable except that a legal personal representative of a Holder who has died or whose estate is liable to be dealt with under laws relating to mental health will be entitled to be registered as the Holder after the production to the Board of such documents or other evidence as the Board may reasonably require to establish that entitlement.

5. Shares allotted and issued pursuant to the exercise of Non-Executive Options will be allotted and issued not more than 15 business days after the receipt of a properly executed Notice of Exercise and payment for the Exercise Price of each Non-Executive Options being exercised. The Company will apply for official quotation on ASX of Shares issued pursuant to the exercise of Non-Executive Options.

6. Shares issued pursuant to the exercise of Non-Executive Options may not be offered for sale by the holder unless:

7. (a) the offer is made in circumstances that do not require disclosure to investors under Part 6D.2 of the Corporations Act; or

8. (b) one of the following occurs:

   • (i) the Company gives ASX a notice that complies with section 708A(6) of the Corporations Act;

   • (ii) the Company lodges a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; or

   • (iii) expiry of 12 months after issue of the Shares.

9. After an Non-Executive Option is validly exercised the Company must use reasonable endeavours in accordance with section 708A(5)(e) of the Corporations Act to give ASX a written notice that complies with section 708A(6) of the Corporations Act.

10. Application will not be made for the official quotation on ASX of the Non-Executive Options.

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MARION ENERGY LIMITED

ACN 000 031 292

P R O X Y F O R M

The Company Secretary Marion Energy Limited

By post: By facsimile: Suite 3.14 +61 3 8862 6614 737 Burwood Road Hawthorn VIC 3122

By delivery: By post: By facsimile: Suite 3.14 Suite 3.14 +61 3 8862 6614 737 Burwood Road 737 Burwood Road Hawthorn VIC 3122 Hawthorn VIC 3122 I/We 1_________________

of ______________

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

2 votes in the Company, hereby appoint ______________

or failing such appointment the chairman of the General 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 am on 1 September 2008 (EST) at RACV Club, 501 Bourke Street, Melbourne Victoria 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 of 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 RESOLUTIONS

IMPORTANT:

If the chairman of the general meeting is to be your proxy and you have not directed your proxy how to vote on Resolutions 1, 2 and 3 please tick this box. By marking this box you acknowledge that the chairman of the general meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 1, 2 and 3 and that votes cast by him, other than as proxy holder, would be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the chairman of the general meeting will not cast your votes on Resolutions 1, 2 and 3 and your votes will not be counted in computing the required majority if a poll is called on these Resolutions.

The chairman of the general meeting intends to vote undirected proxies in favour of each Resolution.

The proxy is to vote for or against the Resolution referred to in the Notice as follows:

For Against Abstain

Resolution 1 Authorise Issue of Shares to Odyssey Resolution 2 Authorise Issue of Non-Executive Options to Richard Carter Resolution 3 Authorise Issue of Non-Executive Options to Douglas Martin

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 and address of Shareholder 2 Insert name and address of proxy

*Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that General Meeting. If the Shareholder is entitled to cast 2 or more votes at the General 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 body corporate as the Shareholder’s proxy to attend and vote for the Shareholder at that General Meeting, the representative of the body corporate to attend the General Meeting must produce the Certificate of Appointment of Representative 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 General 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 Melbourne office of the Company (Suite 3.14 737 Burwood Road, Hawthorn Victoria 3122 or Facsimile (03) 8862 6614 if faxed from within Australia or +61 3 8862 6614 if faxed from outside Australia), not less than 48 hours prior to the time of commencement of the General Meeting (ie before 10 am on 30 August 2008).

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