BOSS ENERGY LTD — AGM Information 2011

Oct 26, 2011

BOSS RESOURCES LIMITED

A B N 3 8 1 1 6 8 3 4 3 3 6

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

EXPLANATORY MEMORANDUM

TO BE HELD AT 1:00 PM (WST) ON WEDNESDAY, 30 NOVEMBER 2011

AT

SUBIACO ARTS CENTRE 180 HAMERSLEY ROAD SUBIACO, WESTERN AUSTRALIA

This Notice 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 (08) 9388 8812

BOSS RESOURCES LIMITED ABN 38 116 834 336

NOTICE OF GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Boss Resources Limited ( "the Company" ) will be held at 1:00 PM (WST) on Wednesday, 30 November 2011 at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, WA ( "Meeting" ).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form 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 on at 4:00 PM (WST) on Monday, 28 November 2011.

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

AGENDA

1. Annual Report

To receive and consider the financial statements of the Company and its controlled entities for the year ended 30 June 2011, together with the Directors' Report and Auditor's Report, as set out in the Annual Report.

2. Resolution 1 –Adoption of Remuneration Report

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

"That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2011 be adopted."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on this Resolution if:

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

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

3. Resolution 2 – Re-election of Leigh Ryan as a Director

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

“That Mr Leigh Ryan, having been appointed as a Director since the last general meeting and who ceases to hold office in accordance with clause 6.3(i) of the Constitution and being eligible, is re-elected as a Director”.

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4. Resolution 3 – Re-election of Mr Robert Grover as a Director

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

"That Mr Robert Grover who retires in accordance with clause 6.3 of the Constitution and being eligible for re-election, be re-elected as a Director."

5. Resolution 4 – Ratification of Prior Placement

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

"That pursuant to and in accordance with Listing Rule 7.4, and for all other purposes, Shareholders ratify the allotment and issue of 19,991,667 Shares at an issue price of $0.06 per Share together with 19,991,667 attaching Options on the terms and conditions set out in the Explanatory Memorandum ( Prior Placement )."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (or any associate of such a person) who participated in the Prior Placement and who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if the Resolution is passed.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman 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.

6. Resolution 5 – Approval of Placement

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

"That pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 21,808,334 Shares at an issue price of $0.06 per Share together with up to 21,808,334 free attaching Options on the terms and conditions set out in the Explanatory Memorandum ( Placement )."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person who may participate in the Placement and might obtain a benefit (except a benefit solely in their capacity as holders of ordinary securities) if the Resolution is passed, or any associates of such a person.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the person Chairman 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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Proxies

Please note that:

• (a) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;

• (b) a proxy need not be a member of the Company; and

• (c) a member of the Company entitled to cast two or more votes may appoint two 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.

The enclosed proxy form provides further details on appointing proxies and lodging proxy forms.

Voting by Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

• (a) post to Boss Resources Limited C/- Link Market Services Limited, Locked Bag A14, Sydney South NSW 1235;

• (b) facsimile to (+612) 9287 0309; or

• (c) www.linkmarketservices.com.au Select ‘Investor Login’ and enter the holding details as shown on the proxy form. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website

so that it is received not later than 1:00 PM (WST) on Monday, 28 November 2011.

Voting Prohibition by Proxy Holders

In accordance with section 250R of the Corporations Act 2001, a vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of:

• (a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or

• (b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolution 1 if:

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

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

Corporate Representatives

A body corporate which is a shareholder, or which has been appointed as a proxy, is entitled to appoint any person to act as its representative at the Meeting. The appointment of the representative must comply with the requirements in section 250D of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment as the body corporate’s representative, including any authority under which the appointment is signed. Unless the appointment states otherwise, the representative may exercise on the body corporate’s behalf all of the powers that the appointing body could exercise at a meeting or in voting on a resolution. Shareholders can download and fill out the 'Appointment of Corporate Representation' form from the website of the share registry of the Company – www.linkmarketservices.com.au.

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“ - Snap shot” Time

The Company may specify a time, not more than 48 hours before the meeting, at which a “snap-shot” of Shareholders will be taken for the purposes of determining Shareholder entitlements to vote at the meeting.

The Directors have determined that all Shares on issue at 4:00 PM WST on Monday, 28 November 2011 shall, for the purposes of determining voting entitlements at the Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Dated 27 October 2011

By Order of the Board

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Grant Mooney Company Secretary

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BOSS RESOURCES LIMITED ABN 38 116 834 336

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 1:00 PM (WST) on Wednesday, 30 November 2011 at the Subiaco Arts Centre, 180 Hamersley Road, Subiaco, WA.

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. Action to be taken by Shareholders

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

3. Annual Report

Shareholders will be offered the opportunity to discuss the Annual Report, including the Financial Report, Directors' Report and Auditor's Report for the financial year ended 30 June 2011.

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 2011 which can be accessed online at www. bossenergy.com and clicking on the direct link to the Annual Report;

• (b) ask questions or make comment on the management of the Company; and

• (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.

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4. Resolution 1 – Remuneration Report

Section 250R(2) of the Corporations Act provides that the Company is required to put the Remuneration Report to the vote of Shareholders. The directors' report contains a 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 Corporations Act has been amended by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act ( Director and Executive Remuneration Act ) which received the Royal Assent on 27 June 2011 and came into effect on 1 July 2011.

The Director and Executive Remuneration Act introduced new sections 250U and 250Y, among others, into the Corporations Act, giving Shareholders the opportunity to remove the Board if the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings ( Two Strikes Rule ).

Under the Two Strikes Rule, where a resolution on the Remuneration Report receives a 'no' vote of 25% or more at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

In summary, if the Remuneration Report receives a 'no' vote of 25% or more at this Meeting, Shareholders should be aware that if there is a 'no' vote of 25% or more at the next annual general meeting the consequences are that it may result in the re-election of the Board.

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

The Chairman will not cast undirected votes on Resolution 1.

5. Resolutions 2 & 3 – Re-election of Directors

5.1 Background

Listing Rule 14.4 requires that a director of an entity must not hold office, without re-election, past the third annual general meeting following the director’s appointment or 3 years, whichever is longer. Clause 6.3 of the Constitution requires that at an annual general meeting one-third of Directors for the time being shall retire from office. A retiring Director is eligible for re-election.

In accordance with the Constitution, Mr Grover retires by way of rotation as a Director and being eligible, offers himself for re-election.

In accordance with the Constitution, a Director appointed during the year must retire at the next annual general meeting and is eligible for re-election. Mr Ryan was appointed since the last annual general meeting and hereby offers himself for election.

Resolutions 2 and 3 are ordinary resolutions.

5.2 Candidate Director’s Profile (Resolution 2)

Mr Ryan is a highly qualified geologist with 24 years of exploration experience throughout Africa and Australia, primarily focussed on gold projects. He has been involved in the targeting, evaluation, discovery and resource definition of numerous gold and base metal deposits, and has successfully negotiated many gold related Joint Venture agreements in both Africa and Australia. Mr Ryan was previously employed by Resolute Mining Limited as Group Exploration Manager for Africa and Australia and was involved in the company for 10 years. During this time he worked in Tanzania, Burkina Faso, Mali, and Cote d'Ivoire. Prior to this he worked for several mining companies including AngloGold Ashanti Limited, Dominion Mining Limited, and Great Central Mines NL. He holds a Bachelor of Science (Geology) from James Cook University together with a Master of Science (Prelim.) degree from the University of Western Australia.

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5.3 Candidate Director’s Profile (Resolution 3)

Mr Grover's expertise is in corporate and financial management and he has been involved in the listing of a number of public companies both on the ASX and London Stock Exchange's AIM. Mr Grover is a Fellow of The Institute of Company Directors, member of the Australian Society of Accountants CPA and holds a Bachelor of Business. Mr Grover is also a director of Contact Resources Limited and Cervantes Seafood Limited. Previously Mr Grover was a director of Redport Limited.

All Directors, with the exception of the Directors being offered for re-election as the case may be, recommend Shareholders vote in favour of Resolutions 2 and 3.

6. Resolution 4 – Ratification of Prior Placement

6.1 General

On the 7 October 2011, the Company announced that it had placed 19,991,667 Shares at $0.06 per share together with 19,991,667 free attaching Options, each with an exercise price of $0.12 and an expiry date of 2 years from the date of issue, to raise $1,199,500 (before costs) to various sophisticated investors and clients of stockbroking firm, Indian Ocean Capital and were not related parties of the Company. The Shares and Options were issued on 19 October 2011.

As announced by the Company on 19 October 2011, funds raised from the Prior Placement were used to immediately commence exploration programs on its Gourma Project in the eastern part of Burkina Faso. The funds will also be used for general working capital purposes.

Please refer to the Company's announcement on 7 October 2011 and 19 October 2011 for further details.

6.2 Listing Rule 7.4

The Shares and Options issued under the Prior Placement were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval.

Resolution 4 seeks Shareholder ratification of the Prior Placement pursuant to Listing Rule 7.4.

The effect of Shareholders passing Resolution 4 will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

Resolution 4 is an ordinary resolution.

6.3 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the Prior Placement:

• (a) 19,991,667 Shares and 19,991,667 free attaching Options were issued on 19 October 2011.

• (b) The Shares were issued at $0.06 per Share and the Options were issued for nil cash consideration.

• (c) The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (d) Each Option entitles the holder to subscribe for one (1) Share at an exercise price of $0.12 and has an expiry date that is 2 years from the date of grant. Upon exercise of the Options, the Shares issued will rank pari passu with the Company's existing Shares on issue. Further terms and conditions of the Options are in Schedule 2.

• (e) The Shares and Options were allotted to sophisticated investors and clients of Indian Ocean Capital who are not related parties or associates of related parties of the Company.

• (f) The proceeds from the Prior Placement will be used to commence exploration programs on its Gourma Project in the eastern part of Burkina Faso and for general working capital purposes.

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

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7. Resolution 5 – Approval of Placement

7.1 General

Resolution 5 seeks the issue of up to 21,808,334 Shares at an issue price of $0.06 per Share together with 21,808,334 free attaching Options each with an exercise price of $0.12 and an expiry date two years from date of issue, to raise $1,308,500 (before costs) to various sophisticated investors and clients of stockbroking firm, Indian Ocean Capital and who are not related parties of the Company.

Funds raised from the Placement will be used in furthering the Company's exploration programs on its Gourma Project in the eastern part of Burkina Faso and for general working capital purposes.

The Placement will be on the same terms as the Prior Placement. The Placement is subject to shareholder approval.

Please refer to the Company's announcement on 7 October 2011 and 19 October 2011 for further details.

7.2 Listing Rules 7.1

Listing Rule 7.1 requires Shareholder approval for the proposed issue of the Shares and Options under the Placement. Listing Rule 7.1 provides, subject to certain exceptions, that Shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

Given the issue of the Shares and Options under the Placement will exceed this 15% threshold and none of the exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.1.

The effect of Resolution 5 will be to allow the Directors to issue the Shares and Options under the Placement during the period of 3 months after the Meeting (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity.

Resolution 5 is an ordinary resolution.

7.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the authorisation of the Placement:

• (a) The total number of securities to be issued under Resolution 5 is 21,808,334 Shares and 21,808,334 free attaching Options;

• (b) The Company will issue and allot the Shares and Options no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (c) The 21,808,334 Shares will each be allotted at an issue price of $0.06 each and the 21,808,334 Options will be allotted at nil cash consideration.

• (d) The Shares and Options under the Placement will be allotted to sophisticated investors and clients of Indian Ocean Capital who are not related parties or associates of related parties of the Company.

• (e) The Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company’s existing Shares on issue.

• (f) Each Option entitles the holder to subscribe for one (1) Share at an exercise price of $0.12 and has an expiry date that is 2 years from the date of grant. Upon exercise of the Options, the Shares issued will rank pari passu with the Company's existing Shares on issue. Further terms and conditions of the Options are in Schedule 2.

• (g) The proceeds from the Placement will be used toward furthering the Company's exploration activities on its Gourma Project in the eastern part of Burkina Faso and for general working capital purposes.

• (h) The allotment of Shares and Options will occur progressively.

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

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Schedule 1 – Definitions

In this Explanatory Memorandum and Notice:

"Annual Report" means the Directors' Report, the Financial Report and Auditor's Report thereon, in respect to the financial year ended 30 June 2011.

"ASX" means 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 the board of Directors.

"Business Day" means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

"Chair" or "Chairman" means the person appointed to chair the Meeting convened by this Notice.

"Company" means Boss Resources Limited ABN 38 116 834 336.

"Constitution" means constitution of the Company as at the commencement of this Meeting.

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

"Director" means a 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 of the Company and its controlled entities.

"Placement" has the meaning given in Resolution 5.

"Key Management Personnel" means a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

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

"Notice" means this notice of Meeting.

“Option” means an option which entitles the holder to subscribe for one Share on the terms and conditions in the Schedule 2.

"Prior Placement" has the meaning given in Resolution 4.

"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 contained in this Notice.

"Schedule" means a schedule to this Notice.

"Section" means a section in the Explanatory Memorandum.

"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 – Terms and conditions of the Options

(a) Entitlement

The Options entitle the holder to subscribe for one (1) unissued Share upon the exercise of each Option.

• (b) Exercise Price

The exercise price of each Option is $0.12.

• (c) Expiry Date

Each Option expires on the second anniversary of the issue date.

• (d) Exercise Period

The Options are exercisable at any time on or prior to the expiry date.

• (e) Notice of Exercise

The Options may be exercised by notice in writing to the Company and payment of the Exercise Price for each Option being exercised. Any notice of exercise of a Option received by the Company will be deemed to be a notice of the exercise of that Option as at the date of receipt.

• (f) Shares issued on exercise

Shares issued on exercise of the Options rank equally with the Shares of the Company.

• (g) Quotation of Options and Shares on exercise

No application will be made by the Company to ASX for official quotation of the Options. Application will be made by the Company to ASX for official quotation of Shares issued upon the exercise of the Options.

• (h) Timing of issue of Shares

After an Option is validly exercised, the Company must as soon as possible:

• (i) issue the Share; and

• (ii) do all such acts matters and things to obtain:

  • (A) the grant of quotation for the Share on ASX no later than 30 days from the date of exercise of the Option; and

  • (B) receipt of cleared funds equal to the sum payable on the exercise of the Options.

• (i) Participation in new issues

There are no participation rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options.

However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least ten business days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

(j)

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (i) the number of Shares which must be issued on the exercise of a Option will be increased by the number of Shares which the Optionholder would have received if the Optionholder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price.

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(k) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the Exercise Price if a Option will be reduced according to the following formula:

– New exercise price = O – E [P (S+D)]

• N+1

• O

• E

• P

• S

• D

• N

• = the old Exercise Price of the Option.

• = the number of underlying Shares into which one (1) Option is exercisable.

• = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• = the subscription price of a Share under the pro rata issue.

• = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• = the number of Shares with rights or entitlements that must be held to receive a right to one (1) new Share.

(l) Adjustments for reorganisation

If there is any reconstruction of the issued share capital of the Company, the rights of the Optionholder may be varied to comply with the Listing Rules which apply to the reconstruction at the time of the reconstruction.

(m) Options transferable

The Options are transferable.

(n) Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable". The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company's share registry.

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