ODYSSEY GOLD LTD — AGM Information 2010

Oct 24, 2010

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NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on Friday 26 November 2010 at 11.00am (WST).

This Notice of Annual 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 (08) 9322 6322.

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ODYSSEY ENERGY LIMITED

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Odyssey Energy Limited ( “Company” ) will be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on Friday 26 November 2010 at 11.00 am (WST) ( “Meeting” ).

The Explanatory Memorandum to this Notice of Annual General Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form are part of this Notice of Annual General Meeting.

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 24 November 2010 at 5.00 pm (WST).

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

AGENDA

1. Annual Report

To table and consider the Annual Report of the Company and its controlled entities for the year ended 30 June 2010, which includes the Financial Report and Directors' Report and the Auditor's Report.

2. Resolution 1 - Remuneration Report

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

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

3. Resolution 2 - Re-election of Director – Mr Mark Pearce

To consider, and if thought fit, to pass the following resolution as an ordinary resolution: "That Mr Mark Pearce, who retires in accordance with Article 6.3(c) of the Constitution and, being eligible, offers himself for re-election, be re-elected as a director."

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4. Resolution 3 – Appointment of Auditor

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

"That, for the purposes of Section 327B of the Corporations Act, Deloitte Touche Tohmatsu, having been nominated by a Shareholder and consented in writing to act in the capacity of auditor, be appointed as auditor of the Company."

BY ORDER OF THE BOARD

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Mark Pearce Company Secretary

Dated: 19 October 2010

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ODYSSEY 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 Annual General Meeting to be held at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia on Friday 26 November 2010 at 11.00 am (WST).

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.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Annual Report
Section 4:	Resolution 1 – Remuneration Report
Section 5:	Resolution 2 – Re-election of Director – Mr Mark Pearce
Section 6:	Resolution 3 – Appointment of Auditor
Schedule 1:	Definitions
Schedule 2:	Nomination of Auditor

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

2. 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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3. Annual Report

There is no requirement for Shareholders to approve the Annual Report.

Shareholders will be offered the following opportunities:

• a) Discuss the Annual Report for the financial year ended 30 June 2010 which is online at http://www.odysseyenergy.com.au and click on the direct link.

• b) Ask questions or make comment on the management of the Company.

• c) Ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company’s auditor about:

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

• b) the conduct of the audit;

• c) 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,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

Pursuant to section 250R(2) of the Corporations Act, the Company is required to put the Remuneration Report to the vote of Shareholders. The Directors' Report for the year ended 30 June 2010 contains the Remuneration Report which sets out the remuneration policy for the Company and reports the remuneration arrangements in place for the executive and non-executive directors.

Section 250R(3) of the Corporations Act provides that Resolution 1 is advisory only and does not bind the Directors of the Company. Of itself, a failure of Shareholders to pass Resolution 1 will not require the Directors to alter any of the arrangements in the Remuneration Report, however the Board will take the outcome of the vote into consideration when considering the remuneration policy.

The chairman of the Meeting will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

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5. Resolution 2 – Re-election of Director – Mr Mark Pearce

Article 6.3(c) of the Constitution requires that one third of the Directors must retire at each annual general meeting (rounded down to the nearest whole number).

Article 6.3(f) provides that a Director who retires under Article 6.3(c) is eligible for reelection.

Pursuant to these Articles, Mr Pearce will retire by rotation and seek re-election.

Mr Pearce is a Chartered Accountant and is currently a director of several listed companies that operate in the resources sector. He has had considerable experience in the formation and development of listed small cap resource companies and has worked for several large international Chartered Accounting firms. Mr Pearce is also a Fellow of the Institute of Chartered Secretaries and a Fellow of the Financial Services Institute of Australasia.

Mr Pearce was appointed a director of the Company on 8 September 2005.

6. Resolution 3 – Appointment of Auditor

The audit partners from PKF Chartered Accountants and Business Advisors, Perth, retired and joined Deloitte Touche Tohmatsu (“ Deloitte ”) effective 2 July 2010. Under section 329(10) of the Corporations Act, this situation means that the individual partners were taken to be the auditor of the Company in their own right, until they obtained the consent of ASIC to resign. In light of these exceptional circumstances, consent for the resignation was received from ASIC.

Pursuant to section 327C(1) of the Corporations Act, the Directors resolved that the auditor of the Company be changed to Deloitte. Under section 327C(2) of the Corporations Act the auditor of the company previously appointed to fill the casual vacancy under section 327C(1) of the Corporations Act holds office until the company's next the annual general meeting. It is proposed that Deloitte be reappointed as auditor of the Company pursuant to section 327B of the Corporations Act.

Deloitte have consented to act in this capacity and all other requirements of the Corporations Act in relation to the appointment of auditors have been, or, at the date of the Notice are being met.

In accordance with section 328B(1) of the Corporations Act, the Company has received a nomination from a Shareholder for Deloitte to be appointed as the Company’s auditor. A copy of this nomination is attached to the Explanatory Memorandum as Schedule 2.

If this Resolution is passed, the appointment of Deloitte as the Company's auditor will take effect at the close of the Meeting.

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Schedule 1 - Definitions

In this Explanatory Memorandum and Notice of Annual General Meeting:

"Annual Report" means the Directors’ Report, the Financial Report, and Auditor’s Report, in respect to the year ended 30 June 2010.

"Article" means an article of the Constitution.

"ASIC" means Australian Securities and Investments Commission.

"ASX" means the ASX Limited ABN 98 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

"Auditor's Report" means the auditor's report on the Financial Report.

"Board" means Directors of the Company.

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

"Company" or "Odyssey" means Odyssey Energy Limited ABN 73 116 151 636.

"Constitution" means the constitution of the Company as at the date of the Meeting.

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

"Director" means the director of the Company.

"Directors' Report" means the annual directors' report prepared under chapter 2M of the Corporations Act for the Company and its controlled entities.

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

"Financial Report" means the annual financial report prepared under Chapter 2M of the Corporations Act.

"Listing Rules" means the listing rules of ASX.

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

"Notice" means this Notice of Annual General Meeting.

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

"Remuneration Report" means the remuneration report of the Company contained in the Directors’ Report.

"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.

“WST” means Western Standard Time, being the time in Perth, Western Australia.

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

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Schedule 2 - Nomination of Auditor

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12 October 2010

The Directors Odyssey Energy Limited Level 9, BGC Centre 28 The Esplanade PERTH WA 6000

Dear Sirs

NOMINATION OF AUDITOR

For the purposes of section 328B(1) of the Corporations Act 2001, Apollo Group Pty Ltd, being a member of Odyssey Energy Limited, hereby nominate Deloitte Touche Tohmatsu of Level 14, 240 St Georges Terrace, Perth, Western Australia, for appointment as auditor of Odyssey Energy Limited at the Company’s next Annual General Meeting.

Yours faithfully

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MARK PEARCE

Sole Director/Sole Secretary

Apollo Group Pty Ltd Level 9, BGC Centre, 28 The Esplanade, Perth 6000 Western Australia Tel: +61 8 9322 6322 Fax: +61 8 9322 6558 ABN 43 091 844 692

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ODYSSEY ENERGY LIMITED ABN 73 116 151 636

P R O X Y F O R M

The Company Secretary Odyssey Energy Limited

By delivery: By post: By facsimile: Level 9, 28 The Esplanade PO Box Z5083 +61 8 9322 6558 PERTH WA 6000 PERTH WA 6831

I/We[1] _____________

of _________________

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

votes in the Company, hereby appoint[2 ] ___________

or failing such appointment the chairman of the Annual General Meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 am on 26 November 2010 (WST) at the Plaza Level, BGC Centre, 28 The Esplanade, Perth, Western Australia 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 that 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

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

For Against Abstain

Resolution	1	Remuneration Report
Resolution	2	Re-election of Director – Mr Mark Pearce
Resolution	3	Appointment of Auditor

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 Sole Director and Sole Company Secretary _______ Contact Name	Shareholder 2 Director _____ Contact Daytime Telephone	Shareholder 3
		Director/Company Secretary _______ Date

1Insert name and address of Shareholder 2 Insert name and address of proxy *Omit if not applicable

Proxy Notes:

A Shareholder entitled to attend and vote at the Annual General Meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that Annual General Meeting. If the Shareholder is entitled to cast 2 or more votes at the Annual 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 Annual General Meeting, the representative of the body corporate to attend the Annual 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 Annual 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 Perth office of the Company (Level 9, 28 The Esplanade, Perth, WA, 6000, or by post to PO Box Z5083, Perth, WA, 6831 or Facsimile (08) 9322 6558 if faxed from within Australia or +618 9322 6558 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Annual General Meeting (WST).