PACRIM ENERGY LIMITED

ARBN 010 856 014

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY STATEMENT AND PROXY FORM TIME 11.00AM DATE: 30 TH OF MAY 2012

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety.

If Shareholders are in doubt as to how to vote, they should seek advice from their accountant, solicitor or other professional adviser without delay.

PACRIM ENERGY LIMITED

ARBN 010 856 014

Pacrim Energy Limited (ARBN 010 856 014) (Company) gives notice that an Annual General Meeting of Shareholders will be held at 11.00 am on Wednesday 30th of May 2012 in the offices of Price Sierakowski Corporate, Level 24, St Martin's Tower, 44 St Georges Terrace, Perth, Western Australia 6000.

AGENDA

FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual Financial Report of the Company and the consolidated entity for the financial year ended 31 December 2011 together with the declaration of the Directors, the Directors' report, the remuneration report and the Auditor's.

NOTE: Shareholders who did not elect to receive a printed copy of the 2011 Annual Report can access the Report from the

Company's website (www.pacrimenergy.com.au).

RESOLUTION 1 - NON-BINDING RESOLUTION FOR ADOPTION OF REMUNERATION REPORT

To consider and if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the remuneration report as contained in the Company's annual financial report for the financial year ended 31 December 2011."

NOTE: The vote on this resolution is advisory only and does not bind the Directors or the Company.

Voting exclusion:

A vote in respect of Resolution 1 must not be case (in any capacity) by or on behalf of any of the following persons:

(a) a member of the key management personnel, details of whose remuneration are included in the Remuneration Report;

(b) a closely related party of such a member,

unless:

(c) the person does so as a proxy appointed in writing that specifies how the proxy is to vote on Resolution 1; and

(d) the vote is not cast on behalf of a person describes in subparagraphs (a) or (b) above.

RESOLUTION 2 - RE-ELECTION OF DIRECTOR

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

"That, Mark Maine, who retires pursuant to clause 15.3 of the Company's Constitution and, being eligible, offers

himself for re-election, is re-elected as a Director."

RESOLUTION 3 - CHANGE OF COMPANY NAME

To consider, and if thought fit, to pass, with or without amendment, the following resolution as a Special Resolution:

"That, pursuant to Section 24 of the Companies Act 1997 (PNG) and for all other purposes, approval be and is hereby given for the Company to change name from 'Pacrim Energy Limited' to 'Redcliffe Resources Limited'."

RESOLUTION 4 - CAPITAL RECONSTRUCTION

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

"That in accordance with ASX Listing Rules 7.20, 7.22 and 7.24, clause 8 of the Constitution and for all other purposes, approval be and is hereby given to the consolidation of the Existing Shares as at the Record Date on a 1 for 25 basis as set out in the Explanatory Statement, with any fractional entitlements being rounded down to the nearest whole number. The Record Date will be 6 business days from the date of the Meeting at which this Resolution is passed."

RESOLUTION 5 - SHARE AND ATTACHING OPTION ISSUE

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

"That in accordance with Listing Rule 7.1 and for all other purposes, approval be and is hereby given to the issue of:

(a) up to $2,000,000 worth of Shares at an issue price of not less than 80% of the average trading price of

Shares in the five (5) trading days prior to the date of issue; and

(b) one (1) free Attaching Option for each Share issued under part (a) of this Resolution,

by way of a placement or placements to excluded investors under Section 708 of the Corporations Act 2001 (Cth), on the terms and conditions as detailed in the accompanying Explanatory Statement."

Voting exclusion:

In accordance with ASX Listing Rule 7.3.8 the Company will disregard any votes cast on Resolution 5 by any person who may participate in the issue the subject of this Resolution and any Associates of those persons.

However, the Company will not disregard a vote if:

(a) it is cast by such a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

(b) if 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.

OTHER BUSINESS

To consider any other business that may be brought forward in accordance with the constitution of the Company or the law.

Explanatory Statement

The accompanying Explanatory Statement forms part of this Notice of Annual General Meeting and should be read in conjunction with it. Shareholders are specifically referred to the Glossary of the Explanatory Statement which contains definitions of capitalised terms used in this Notice of Annual General Meeting and the Explanatory Statement.

VOTING

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the time and place set out above.

Voting by Proxy

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy. A proxy need not be a member of the Company.
A Shareholder may appoint a body corporate or an individual as its proxy. A body corporate appointed as a Shareholder's proxy may appoint an individual as its representative to exercise any of the powers that the body may exercise as the Shareholder's proxy.
Shareholders entitled to cast two (2) or more votes may appoint two (2) proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.
Proxy forms (as attached) must be returned by no later than 48 hours before the Meeting so that it is received not later than 11.00am (WST) on Monday 28th of May 2012 to the Company's Share Registry, Link Market Services Limited: