ODYSSEY GOLD LTD — Interim / Quarterly Report 2011

Apr 28, 2011

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ANNOUNCEMENT TO THE AUSTRALIAN SECURITIES EXCHANGE: 29 APRIL 2011

MARCH 2011 QUARTERLY REPORT

The Board of Odyssey Energy Limited (“Odyssey” or “Company”) is pleased to present its March 2011 quarterly report.

• During the quarter the Company assessed a number of new business opportunities and is continuing to actively pursue a number of opportunities in the resources sector.

• The Company has now completed its recapitalisation, which will greatly assist with the objective of securing new projects. Argonaut Capital were mandated to assist with a recapitalisation involving:

• Share Placement – the issue of 125 million shares at $0.02 per share in December 2010. These shares received an entitlement to one option for every two new shares issued at no further consideration. These options will be exercisable at $0.05 on or before 31 December 2014, and were issued after balance date;

• Debt for Equity – conversion of convertible notes with a face value of approximately $2.05 million into 102,494,993 shares together with an entitlement to 51,247,498 options (on the same terms and conditions as above); and

• 1 for 2 non-renounceable entitlements issue – The Company issued a prospectus in December 2010 for the issue of new shares under an entitlements issue at $0.02 per share with the same rights to options as the above share placement. The entitlement offer closed on 31 January 2011, with the shortfall securities issued between 8 February and 16 February 2011.

The Board will continue to focus on creating value from the Company’s existing resource assets, as well as pursuing new opportunities in the resources sector and as and when acquisitions are completed the Company will make appropriate announcements.

Enquiries-

Mark Pearce Company Secretary Contact Details: Telephone: (61 8) 9322 6322

ABN: 73 116 151 636 Level 9, BGC Centre, 28 The Esplanade, Perth WA 6000 Tel: +61 8 9322 6322 Fax: +61 8 9322 6558

Operations - McClain County Project – Odyssey 50% WI:

In mid 2008 Odyssey acquired a 50% working interest in a new project area in Oklahoma comprising 1,626 gross acres, and targeting gas and associated oil in the Woodford Shale at between 6,000 and 8,000 feet.

The Company will undertake further desktop geological and other technical studies when appropriate that will initially focusing on the results achieved by other operations in the area.

Corporate

Recapitalisation

The Company has now completed its recapitalisation, which will greatly assist with the objective of securing new projects. Argonaut Capital were mandated to assist with a recapitalisation.

Business Development

During the quarter the Company assessed a number of new business opportunities and is continuing to actively pursue a number of opportunities in the resources sector, both domestic and overseas.

However no agreements have been reached and the Directors are not able to assess the likelihood or timing of a successful outcome of any of the opportunities.

Investments

The Company continues to hold 27.5 million shares in Marion Energy Limited which it received following the sale of its subsidiary OEL Operating (USA) to Marion.

Odyssey Energy Limited – March 2011 Quarterly Report

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Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

	Name of entity		Quarter ended (“current quarter”) 31 MARCH 2011	Quarter ended (“current quarter”) 31 MARCH 2011
	ODYSSEY ENERGY LIMITED
	ABN 71 116 151 636 Consolidated statement of cash flows
				31 MARCH 2011
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) - Business Development Net Operating Cash Flows			Current quarter $A’000	Year to date (9 months) $A’000
			- - - - (244) - 28 (17) - -	- (5) - - (495) - 29 (371) - -
			(233)	(842)
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)			- - - - - - - - -	- - - - - - - - -
			-	-
			(233)	(842)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(233)	(842)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (provide details if material) - capital raising expenses Net financing cash flows	2,879 - - (775) - (107)	5,379 - 100 (1,815) - (206)
	1,997	3,458
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	1,764 875 -	2,616 23 -
	2,639	2,639

1.22 Cash at end of quarter 2,639 2,639	1.22 Cash at end of quarter 2,639 2,639	1.22 Cash at end of quarter 2,639 2,639	1.22 Cash at end of quarter 2,639 2,639
Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities
1.23 1.24		Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
			210
			-
1.25 Explanation necessaryfor an understandingof the transactions Payments include Directors fees, superannuation and provision of a fully serviced office (for the period 1 January 2009 to 31 December 2009). Non-cash financing and investing activities 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows Not applicable. 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest Not applicable.		Explanation necessaryfor an understandingof the transactions
		Payments include Directors fees, superannuation and provision of a fully s period 1 January 2009 to 31 December 2009).	erviced office (for the
	Not applicable.
	Details of outlays made by other entities to establish or increase their share in projects in which the reportingentityhas an interest
	Not applicable.

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	-	-
	-	-

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	50
	-
	-
	250
Total	300

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as	Current quarter	Previous quarter
shown in the consolidated statement of cash flows) to	$A’000	$A’000
the related items in the accounts is as follows.
5.1 Cash on hand and at bank	469	875
5.2 Deposits at call	2,170	-
5.3 Bank overdraft	-	-
5.4 Other (provide details)	-	-
Total: cash at end of quarter(item 1.22)	2,639	875

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter

• See chapter 19 for defined terms.

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Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 ~~+~~Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital,buy-backs	431,204,227	431,204,227	Not applicable	Not applicable
	143,699,870 104,573	143,699,870 104,573	$0.02 $0.05	$0.02 $0.05
7.5 ~~+~~Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, or converted	-	-	Not applicable	Not applicable
	1,192,308	-	Not applicable	Not applicable
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	185,492,830	185,492,830	Exercise price $0.05	Expiry date 31 Dec 2014
	71,849,905	71,849,905	Exercise price $0.05	Expiry date 31 Dec 2014
	104,573	104,573	Exercise price $0.05	Expiry date 31 Dec 2014
7.11 Debentures (totals only)
7.12 Unsecured notes (totals only)

• See chapter 19 for defined terms.

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Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does ~~/does not*~~ * (delete one) give a true and fair view of the matters disclosed.

Sign here: ............................................................ Date: 29 April 2011 ( ~~Director/~~ Company secretary)

Print name: MARK PEARCE

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

• See chapter 19 for defined terms.

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