Circular and Shareholder Letter

8 June 2012

Sefton Resources, Inc.

("Sefton" or the "Company")

Circular and Shareholders Letter

Ahead of Sefton's forthcoming AGM to be held at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF on Thursday 14 June, 2012 at 10:00 am. The Circular and Shareholders Letter are set out below for information purposes only. These documents are being mailed to shareholders by the Company's registrar and will be posted up on the Company's website.

For further information please visit www.seftonresources.com or contact:

Circular for information purposes only

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised financial advisor.

Copies of this document are being sent to Members. If you have sold or otherwise transferred all your Shares in the Company, please send this document, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold or transferred only part of your holding of Shares or Depositary Interests in Sefton Resources, Inc. you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the UK may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document does not constitute any offer to issue or sell or a solicitation of any offer to subscribe for or buy shares in Sefton Resources, Inc.

A copy of this document, along with other information required to be provided under the AIM Rules, is available on the Company's website at www.seftonresources.com.

This document should be read as a whole. Your attention is drawn to the letter to Members from your Chairman which is set out on pages 3 to 7 of this document and which recommends you vote in favour of the Resolutions to be proposed at the meeting of Members referred to below.

Notice of the Annual General Meeting of Members of the Company, to be held at 10:00 a.m. on Thursday, 14 June, 2012 at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF has been sent to shareholders already but is repeated for convenience out at the end of this document. If you are a Member, a Form of Proxy for holders of Shares for use at the Meeting of Members has also been sent. To be valid, the Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon to the Company's registrar, care of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, as soon as possible but in any event must arrive not later than 10:00 a.m. on 12 June 2012. If you are a holder of Depositary Interests, a Form of Instruction for holders of Depositary Interests was enclosed. To be valid, the Form of Instruction should be completed, signed and returned in accordance with the instructions printed thereon to the Company's depositary, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but in any event must arrive not later than 10:00 a.m. on 11 June, 2012. The completion and return of a Form of Proxy will not prevent a Member from attending the meeting of Members and voting in person if you so wish.

A summary of the action to be taken by Members and holders of Depositary Interests is set out in paragraph 7 of the Chairman's letter and in the accompanying copy Notice of Meeting.

EXPECTED TIMETABLE OF EVENTS

Notes:

(1) Each of the times and dates in the above timetable are subject to change at the absolute discretion of the Company. If any of the above times and/or dates change, the revised times and/or dates will be notified to Members.

(2) All references in this document are to London times unless otherwise stated.

(3) The exact time and date for the adoption of New Memorandum and Articles of Association (including the increase in the Company's authorised share capital) will depend on the completion of filings with the Registry of Corporate Affairs in the British Virgin Islands.

LETTER FROM THE CHAIRMAN

SEFTON RESOURCES, INC.(Incorporated under the laws of the British Virgin Islands with incorporation number 140049)

8 June, 2012

To: Members and, for information only, to option holders

Dear Member:

Re-election of Directors

Adoption of new Memorandum and Articles of Association

Notice of the Annual General Meeting of Members

1. Introduction and Overview

The purpose of this document is to (i) provide Members with details of the proposed re-election of a director who is returning by rotation and proposed amendments to the Company's Current Articles; (ii) explain why the Board considers the Resolutions to be in the best interests of the Company and Members as a whole; and (iii) convene a Meeting of Members at which your approval of the Resolutions will be sought.

The notice of a Meeting of Members convened for the above purposes, to be held at 10:00 a.m. on Thursday, 14 June, 2012 at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF has already been sent to but is repeated for convenience at the end of this document.

2. Re-election of Director

The Current Articles provide for the rotation of Directors. At every Annual General Meeting, one third of the Directors must retire but they are able to offer to themselves for re-election. The Directors to retire on each occasion shall be those subject to retirement by rotation who have been the longest in office since their last election. In this regard, Mark Smith is the longest serving Director. Therefore, in accordance with the Current Articles, he is retiring from office but offering himself for re-election.

3. Adoption of New Memorandum of Association and Articles of Association

The Board proposes that the Company adopts the New Memorandum and Articles of Association. In summary, the Board believes that the New Memorandum and Articles of Association will benefit the Company by, amongst other matters:

·; ensuring that the Company is able to take advantage of certain key legislative changes in the BVI;

·; more closely aligning the relevant elements of the Company's constitution with the provisions of the City Code on Takeovers and Mergers (the "Takeover Code"); and

·; improving corporate governance and transparency by incorporating Chapter 5 of the Financial Services Authority's (United Kingdom) Disclosure Rules and Transparency Rules Source Book. 

Further details of the principal changes are as follows:

(i) Changes relating to the New Act

The Company was initially incorporated under the International Business Companies Act, (Cap. 291) (the "IBC Act"). On 1 January 2005, a new corporate statute was introduced in the BVI, namely the BVI Business Companies Act 2004 (the "New Act"). For two years the IBC Act and the New Act existed alongside each other with transitional provisions (the "Transitional Provisions") governing the relationship between the two statutes. During this interim period, BVI companies could choose to voluntarily re-register under the New Act. Those that did not voluntarily re-register became subject to the Transitional Provisions on 1 January 2007 when the IBC Act was replaced in its entirety by the New Act.

The Company is subject to the Transitional Provisions which do not permit the same measure of flexibility for a BVI company as the New Act. The principal reason for this being that the Transitional Provisions retain many of the old IBC Act concepts which have been superseded by the New Act.

To ensure that the Company is able to take best advantage of certain key legislative changes introduced by the New Act, the Board is seeking to adopt new constitutional documents which reflect and are fully compliant with the New Act. 

The principal changes proposed to the Current Articles relating to the New Act are as follows:

Shares

There is no longer a concept of authorised share capital under the New Act. Thus, companies that are authorised to issue shares are not required to state an authorised share capital in their memorandum but must instead state the maximum number of shares which they are authorised to issue or that they are authorised to issue an unlimited number of shares.

The Board wishes the Company to be authorised to issue an unlimited number of Shares and Resolution number 5, set out in the Notice of Meeting, seeks your consent to this. Please see paragraph 4 of this letter below for more information.

Dividends and distributions

Under the IBC Act, dividends could only be declared and paid out of 'surplus' which was defined as the excess of a company's total assets over the sum of its liabilities (as shown in the relevant company's books of account) and its capital. Under the New Act, the concept of surplus is no longer retained.

Instead, distributions of a company's money or assets can only be made under the New Act if the directors are satisfied on reasonable grounds that the company will, immediately after the distribution, satisfy a solvency test, i.e. that the value of its assets exceeds its liabilities and it is able to pay its debts as they fall due (the "Solvency Test").

These provisions are not confined to dividends but relate to any "distribution" to a member. The definition of distribution is wide, encompassing the direct or indirect transfer of an asset (other than the company's own shares), to or for the benefit of a member, or the incurring of a debt to or for the benefit of a member, and includes the purchase of an asset, the redemption or other acquisition of shares, and payment of dividends.

Protection of minorities

The New Act specifically provides for various remedies to be available to members who allege that the company's actions are prejudicial to them, including the right to be able to apply for restraining and compliance orders, derivative actions, personal actions, and representative actions against the company.

Acquisition of Shares

The New Act provides a flexible mechanic for the acquisition by a company of its own shares. This mechanic may be modified by specific provisions in the articles of association of a company. The Company proposes to adopt a customary provision which permits the Company to purchase its own shares if it is able to satisfy the Solvency Test provided it has the consent of the relevant Members at the relevant time. If the Company does not specify, in the relevant resolution effecting the acquisition, that the relevant Shares are to be held in treasury, the New Act provides that such shares will be cancelled.

Accounting and audit

The Company is obliged under the New Act to keep financial records that (i) are sufficient to show and explain the Company's transactions and (ii) will, at any time, enable the financial position of the Company to be determined with reasonable accuracy.

(ii) Changes relating to takeover provisions

The Company is seeking to include provisions on takeover offers in the New Memorandum and Articles of Association to more fully reflect the Takeover Code and certain guidance issued by the UK Panel on Takeover and Mergers (the "Panel").

The New Memorandum and Articles of Association contain provisions requiring a mandatory offer for all of the issued Shares of the Company in the event that a person acquires Shares carrying thirty per cent. or more of the Company's voting rights, unless prior consent has been obtained from the Board. The proposed amendments are intended to bring the Current Articles into line with the Takeover Code in relation to such acquisitions including that, unless Board approval is obtained:

(a) a person who either alone or together with persons acting in concert with him acquires interests in Shares which takes their overall holding to thirty per cent. or more of the total voting rights of the Company; or

(b) any person who holds thirty per cent. or more but less than fifty per cent. of the voting rights of the Company and who increases their percentage interest in voting rights in the Company, will be required to make a mandatory offer for all of the issued Shares of the Company.

The changes also bring the Company's constitution in line with guidance issued by the Panel in connection with the Takeover Code that a Member interested in Shares carrying more than thirty per cent. of the voting rights in the Company, who acquires further interests in Shares but does not increase his percentage interest in the voting rights of the Company, will not be required to make a mandatory offer for the remaining Shares. 

(iii) Changes relating to disclosure obligations

The New Memorandum and Articles of Association include provisions incorporating Chapter 5 of the Financial Services Authority's (United Kingdom) Disclosure rules and Transparency Rules Source Book ("DTR"). AIM Rules advise that the Company includes provisions in its constitution that are similar to the DTR and your Board thinks that it is appropriate and consistent with good corporate governance to include these obligations in the Company's New Memorandum and Articles of Association. 

The basic obligation under Chapter 5 of the DTR in respect of such notification obligations is for a person (which includes companies, natural persons, legal persons and partnerships) to notify the Company of the percentage of voting rights he holds as a Member (or holds or is deemed to hold through his direct or indirect holding of financial instruments, which will include Depositary Interests) if, as a result of an acquisition or disposal of Shares or financial instruments, his percentage interest of voting rights in the Company reaches, exceeds or falls below 3% or any 1% above 3% up to 100%.

A copy of the New Memorandum and Articles of Association is available for inspection at the offices of Pinsent Masons LLP at 30 Crown Place, London, EC2A 4ES, during usual business hours on any business day up to and including the day of the Meeting of Members and for at least 15 minutes prior to and during the meeting. Additionally, it is available for inspection on the Company's website at: www.seftonresources.com

In order for the New Memorandum and Articles of Association to be adopted, the Company must first disapply the Transitional Provisions. You will note that a resolution of such disapplication, namely Resolution 4, has been proposed.

4. Proposed changes to the maximum number of Shares that the Company is authorised to issue

The Directors are seeking approval for the Company to be authorised to issue an unlimited number of Shares.

The Company currently has an authorised share capital of 3,000,000,000 Shares of which, as at the date of this document, 8 June, 2012, and 511,936,720 have been issued to Members. The Company has also granted 30,916,667 options over the Company's Shares which are exercisable at .0175 pence to .0650 pence. Accordingly, excluding the options granted by the Company, the Company currently has authority to issue a further 2,457,146,613 Shares.

The Directors believe that having authority to issue an unlimited number of Shares will be in the best interests of the Company as it will enable the Board to retain maximum flexibility to take advantage of business funding opportunities as they arise.

As is the case pursuant to the Current Articles, the New Memorandum and Articles of Association give the Directors authority to allot Shares to such persons as they may determine. Neither the laws of the BVI (as currently applicable to the Company) nor the Company's constitutional documents (as currently drafted) afford Members a right of pre-emption to subscribe for additional shares.

5. Meeting of Members

Set out on page 9 of this document is a copy of the notice convening the Annual General Meeting of Members to be held at 10:00 a.m. on 14 June, 2012 at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF, at which the Resolutions will be proposed and, if thought fit, passed. The Resolutions are repeated in full at the end of this document in the copy Notice of the Annual General Meeting of Members.

All Resolutions may be passed by a simple majority of Members present and voting at the Meeting of Members.

6. Action to be taken

Members have been provided with a Form of Proxy for use at the Meeting of Members and the holders of Depositary Interests have been provided with a Form of Instruction to provide to Computershare Investor Services PLC.

If you are a Member, whether or not you intend to be present at the Meeting of Members, you are requested to complete the Form of Proxy in accordance with the instructions printed thereon and to return it to the Company's registrar, care of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and, in any event, so as to arrive not later than 10:00 a.m. on 12 June 2012.  The completion and return of the Form of Proxy will not preclude you from attending the Meeting of Members and voting in person if you wish to do so.

If you are a holder of Depositary Interests, you are requested to complete, sign and return your Form of Instruction, appointing Computershare Company Nominees Limited to vote the underlying Shares on your behalf at the Meeting of Members, to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible but, in any event, so as to arrive no later than 10:00 a.m. on 11 June, 2012. If you are a holder of Depositary Interests, you have no right to attend and vote the underlying Shares at a Meeting of Members and you should therefore complete and return the Form of Instruction so that Computershare Investor Services PLC (the "Depositary") may vote on your behalf. However, if as a holder of Depositary Interests you do wish to attend and/or vote at the Meeting of Members you should request a letter of representation from the Depositary in accordance with the instructions on the Form of Instruction.

7. Recommendation

Your Board considers that the proposed Resolutions are in the best interests of the Company and its Members as a whole. Accordingly, your Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the Meeting of Members.

Yours sincerely

Jim Ellerton

Chairman of the Board

Definitions

The following definitions apply throughout this document, unless the context requires otherwise:

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING (the "Meeting") of Sefton Resources, Inc. (the "Company") will be held at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF on 14 June, 2012 at 10:00 am for the purpose of considering and, if thought fit, passing the following resolutions by simple majority:

1. To receive and consider the financial statements for the year ended 31 December, 2011 together with the reports of the Directors and the auditors thereon.

2. To authorise the Directors to appoint auditors of the Company and its subsidiaries for the year ending 31 December, 2012 and to authorise the Directors to determine the auditors' remuneration.

3. To re-elect Mark Smith as a Director of the Company, who is retiring by rotation and offering himself for re-election in accordance with the Company's Articles of Association.

4. To approve the disapplication of Part IV Schedule 2 of the BVI Business Companies Act, 2004 (as amended) in relation to the Company.

5. To approve the amendment of clause 7.1 of the Memorandum of Association to provide for an increase in the maximum number of shares that the Company is authorised to issue from 3,000,000,000 no par value shares to an unlimited number of no par value shares.

6. To approve the adoption of a new Memorandum and Articles of Association produced to the meeting and initialled for the purpose of identification by the Chairman of the meeting in substitution for and to the exclusion of the existing Memorandum and Articles of Association of the Company.

7. To authorise and instruct the Registered Agent of the Company to make the requisite filings with the Registrar of Corporate Affairs in the British Virgin Islands in respect of Resolutions 4 to 6 above.

21 May, 2012

John J. Ellerton, Chairman of the Board

By Order of the Board

A member entitled to attend and vote at the Meeting is also entitled to appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company.

To be effective, the instrument appointing a proxy and any authority under which it is executed (or a notarised certified copy of such authority) must be deposited at the offices of the Company's Registrar at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time for holding the Meeting. A form of proxy is enclosed with this notice. Completion and return of the form of proxy will not preclude members from attending and voting in person at the Meeting.

A copy of each Director's service contract will be available for inspection at the administrative offices of the Company at 2050 S. Oneida Street, Suite 102 Denver, Colorado 80224 and the offices of Pinsent Masons LLP at 30 Crown Place, London EC2A 4ES during usual business hours, excluding Saturdays and public holidays, from the date of this notice until the date of the Meeting and at the place of the Meeting for at least 15 minutes prior to and during the Meeting. The register of Directors' interests will be available for 15 minutes prior to and during the Meeting at the Meeting venue.

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the relevant register of members of the Company at close of business on 11 June, 2012 shall be entitled to attend and vote at the Meeting or, if the Meeting is adjourned, close of business on such date being not more than two days prior to the date fixed for the adjourned meeting.

Shareholders Letter for information purposes only

8 June, 2012

Dear Shareholder:

Request to send or supply documents and information via Sefton Resources, Inc.'s website in electronic form

This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

On 21 May, the Company sent notice to members of the annual general meeting of Sefton Resources, Inc. to be held on Thursday, June 14, 2012 at 10:00am at the offices of Chantrey Vellacott, Russell Square House, 10-12 Russell Square, London WC1B 5LF.

Accompanying that notice was a notice from Computershare of legislation changes and a request that you provide us with information to allow us to communicate with you electronically. The Company has already obtained the consent of shareholders to communicate with them in electronic form. One of the proposed resolutions to be considered at the annual general meeting is to amend the articles of association to confirm that such forms of communication are permitted. We would ask that rather than use the Computershare consent you use this letter to respond to this request. We reserve the right to use any consent notified on the Computershare notice as valid for the purpose of this request.

Increased use of electronic communications will deliver savings to the Company in terms of administration, printing and postage costs, as well as speeding up the provision of information to shareholders. The reduced use of paper will also have environmental benefits. The Company therefore wishes to be able to communicate electronically with shareholders and via a website.

Under the provisions of the AIM Rules for Companies, we are also required to ask you individually to confirm your agreement to the Company sending or supplying documents and information including the Company's accounts, circulars and notice of meetings ("Documents and Information") to you as a member of the Company via the Company's website (www.seftonresources.com) (the "Website").

If we do not receive a response from you within 15 days of the date of this letter, then you will be taken to have agreed that the Company may send or supply the Documents and Information to you by way of electronic communication. Therefore, if you agree to the Company sending or supplying the Documents or Information to you via electronic communication, you need to provide below the Company with an electronic address to the extent you have not already done so. If you have provided such an address you need take no further action. If you would prefer to receive the Documents and Information in paper form rather than via electronic communication, you will need to let us know by completing the form below.

We will notify you when the Documents and Information are available to access on the Website and we will provide you with:

·; The address of the Website.

·; The place on the Website where the Documents and Information may be accessed.

·; Details of how to access the Documents or Information.

If the Company is required to restrict the sending of any Documents or Information to any shareholders we will send you hard copies of the Documents or Information.

Please also confirm your agreement to the Company sending or supplying the Documents and Information to you via electronic communication. If you agree to this, please provide your electronic address, for example an email address, for these purposes if you have not already done so or if you wish to update those details.

There may be particular circumstances in which the Company needs to send Documents or Information to you in hard copy rather than by electronic communication, in which case the Company reserves the right to do so.

Please detach the reply slip below and sign and return it to the Company at the above address, indicating your consent to the Company sending or supplying the Documents and Information to you via electronic communication.

Yours faithfully,

John J. Ellerton

Chairman of the Board

Sefton Resources, Inc.

COMPLETE HERE IF YOU WANT TO RECEIVE INFORMATION ELECTRONICALLY.

Provide your email address, sign, date and return to: Sefton Resources, Inc., 2 London Wall Buildings #29, London Wall, London EC2M SUU

I/We agree to the Company's request to send or supply Documents and Information to me/us via electronic communication.

My/our address for such purposes is [Insert Email Address] _____________________________________

Signed ______________________________________

[Insert Name in Block Capitals]_____________________________________

Date _______________

******************************************************************************

COMPLETE HERE IF YOU DO NOT WANT TO RECEIVE INFORMATION ELECTRONICALLY.

Sign, date and return to: Sefton Resources, Inc., 2 London Wall Buildings #29, London Wall, London Ec2M SUU

ONLY COMPLETE IF REQUIRED

I/We elect to continue to receive Documents and Information in hard copy from the Company by post.

Signed ______________________________________

[Insert Name in Block Capitals]_____________________________________

Date _______________

About Sefton

Sefton Resources is an AIM-listed oil and gas exploration and production company with tremendous scope to grow within its 100%-owned and operated assets in the US. The business strategy is to acquire long life, controlling interests, partially developed reserves and add value using our own funds and then maximise shareholder value through asset development involving third party capital, farm-out or merger. Currently the Company has a market capitalisation of £10 million even though independent experts have calculated a Present Value of $278 million (£173 million) for the assets. The board is in the midst of turning this created value into profits by accelerating the development of its three projects.

Oil in California - In the East Ventura, the Company owns 100% of two oil fields, Tapia Canyon (heavy gravity oil) and Eureka Canyon (medium gravity oil). Estimated 2011 year-end proved reserves stood 3.8 million barrels. The focus is on Tapia Canyon where Sefton has been drilling additional wells in 4Q 2011 to increase production and also investigated the use of steam to improve recovery and larger reserves. The Company has engaged Dr Farouq Ali to advise on a full steam flood development of the Tapia field; and this report is expected shortly.

Pipeline system in Kansas - Three pipelines have been were acquired. The two pipelines in Leavenworth County have been refurbished and are in the process of being connected to the Southern Star Interstate Pipeline which is expect to allow the Company to be in a position to be able to flow gas first in the summer. Following the construction of the Southern Star interconnect, the priority will be joining the LAGGS and the Vanguard pipelines as well as redeveloping equity gas and third party gas to flow into the system. The third pipeline is in Waverley and Anderson Counties where the plan is to test, fix and then certify this pipeline ahead of negotiating contract to connect to the interstate system; a move which is to be followed by redeveloping equity gas and third party gas to flow into this system late in 2012.

Oil & Gas in Kansas - In East Kansas, Sefton has over 45,000 acres in the Forest City Basin, where coal bed methane, as well as conventional oil and gas deposits are targets. A planned recompletion program will see oil, gas and CBM wells brought back into production and the leasing program is being accelerated with the plan to double the Company's acreage in Kansas.