BOSS ENERGY LTD — AGM Information 2012

Oct 29, 2012

BOSS RESOURCES LIMITED

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

NOTICE OF ANNUAL GENERAL MEETING

An Annual General Meeting of the Company will be held at 11am (WST) on Friday 30 November 2012 at Suite 23, 513 Hay Street, Subiaco, WA.

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) 6143 6730

BOSS RESOURCES LIMITED ABN 38 116 834 336

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Boss Resources Limited ( Company ) will be held at 11am (WST) on Friday 30 November 2012 at Suite 23, 513 Hay Street, 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 at 5:00pm (WST) on 28 November 2012.

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 2012, together with the Directors' Report and Auditor's Report, as set out in the Annual Report.

2. Resolution 1 – 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 2012 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.

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3. Resolution 2 – Re-election of Mr Thomas Gladwin-Grove as a Director

To consi d er and, if thought fi t , to pass with or without ame n dment, the followin g resolution as an ordinary resol u tion:

"That Mr Thomas G ladwin-Gr o ve who retires in ac c ordance w ith clause 6.3 of th e Constituti o n and bei n g eligible f o r re-electi o n, be re-el e cted as a D irector."

4. Resolution 3 – Additional 10% Placement Capacity

To consid e r and, if th o ught fit, to pass with o r without amendment , the following resolution as a special resolutio n :

"That, pu r suant to a n d in acco rd ance with Listing Rule 7.1A an d for all ot h er purposes, Sharehol d ers appro v e the issu e of Equity Securities up to 10% of the issue d capital o f the Com p any (at t h e time of the issue) calculated in accordan c e with th e formula p rescribed i n Listing R ule 7.1A. 2 and on t he terms an d conditions in the Expl a natory M e morandum . "

Voting Exclusion

The Com p any will di s regard an y votes ca s t on this R esolution b y a person (and an y associate s of such a person) w h o may par t icipate in t h e 10% Pl a cement F a cility and a person who might ob t ain a ben e fit, except a benefit s o lely in the c apacity of a holder o f Shares, if t his Resolu t ion is pas s ed.

However, t he Compa n y will not d isregard a vote if:

• (a) it is cast by t h e person a s proxy fo r a person w ho is entitl e d to vote, in a c cordance w ith directi o ns on the P roxy Form; or

• (b) it is cast by t h e Chairm a n as proxy for a pers o n who is e n titled to vo t e, in a c cordance w ith a direction on the Proxy For m to vote a s the proxy d ecides.

Dated 3 0 October 2 012

By Ord e r of the Bo a

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Patrick Soh Compa n y Secretar y

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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 11am (WST) on Friday 30 November 2012 at Suite 23, 513 Hay Street, 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 2012.

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 2012 which can be accessed online at www.bossresources.com.au 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

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(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

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, specified executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 which came into effect on 1 July 2011, amended the Corporations Act to provide that Shareholders will have the opportunity to remove the whole Board except the managing director if the Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings.

Where a resolution on the Remuneration Report receives a Strike 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 reelection.

The Company's Remuneration Report did not receive a Strike at the 2011 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2013 annual general meeting, this 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.

Resolution 1 is an ordinary Resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though Resolution 1 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

5. Resolution 2 – Re-election of Mr Thomas Gladwin-Grove as a Director

5.1 Background

Listing Rule 14.4 requires that a director of an entity must not hold office, without reelection, past the third annual general meeting following the director’s appointment or 3

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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 Thomas Gladwin-Grove retires by way of rotation as a Director and being eligible, offers himself for re-election.

Details of Mr Gladwin-Grove 's background and experience are set out in the Annual Report.

Resolution 2 is an ordinary resolution.

6. Resolution 3 – Additional 10% Placement Capacity

6.1 General

Listing Rule 7.1A enables eligible entities to issue equity securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting ( 10% Placement Facility ). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is now seeking shareholder approval by way of a special resolution to have the ability to issue equity securities under the 10% Placement Facility.

The exact number of equity securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 6.2(c) below).

The Company is currently undertaking exploration activities at its existing projects and is also seeking to acquire new resources, assets or investments. The Company may use the funds raised from the issue of equity securities under the 10% Placement Facility on its existing projects and/or acquisition of new resource assets or investments.

6.2

Description of Listing Rules 7.1A

• (a) Shareholder approval

The ability to issue equity securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at an annual general meeting.

• (b) Equity securities

Any equity securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of equity securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted equity securities, being Shares.

• (c) Formula for calculating 10% Placement Facility

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Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of equity securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:

  - (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

  - (B) plus the number of partly paid shares that became fully paid in the 12 months;

  - (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;

  - (D) less the number of fully paid shares cancelled in the 12 months. Note that A is has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D is 10%

• E is the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

• (d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue equity securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 390,373,182 Shares and therefore has a capacity to issue:

• (i) 58,555,977 equity securities under Listing Rule 7.1; and

• (ii) subject to Shareholder approval being sought under Resolution 3, 39,037,318 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to 6.2(c) above).

• (e) Minimum Issue Price

The issue price of equity securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of equity securities in the same class calculated over the 15 trading days immediately before:

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• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

• (f) 10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

• (i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking),

( 10% Placement Period ).

6.3

Listing Rule 7.1A

The effect of Resolution 3 will be to allow the Directors to issue the equity securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

Resolution 3 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

6.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

• (a) The equity securities will be issued at an issue price of not less than 75% of the VWAP for the Company's equity securities over the 15 trading days immediately before:

• (i) the date on which the price at which the equity securities are to be issued is agreed; or

• (ii) if the equity securities are not issued within 5 trading days of the date in paragraph (i) above, the date on which the equity securities are issued.

• (b) If Resolution 3 is approved by Shareholders and the Company issues equity securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table. There is a risk that:

• (i) the market price for the Company's equity securities may be significantly lower on the date of the issue of the equity securities than on the date of the Meeting; and

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• (ii) the equity securities may be issued at a price that is at a discount to the market price for the Company's equity securities on the issue date or the equity securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the equity securities.

The below table shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and

(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

Variable 'A' in Listing Rule 7.1A(2)			**Dilution **
		$0.03 50% decrease in Issue Price	$0.06 Issue Price	$0.12 100% increase in Issue Price
390,373,182 Current Variable A	10% Voting Dilution	39,037,318 Shares	39,037,318 Shares	39,037,318 Shares
	Funds raised	$1,171,120	$2,342,239	$4,684,478
585,559,773 50% increase in current Variable A	10% Voting Dilution	58,555,977 Shares	58,555,977 Shares	58,555,977 Shares
	Funds raised	$1,756,679	$3,513,359	$7,026,717
780,746,364 100% increase in current Variable A	10% Voting Dilution	78,074,636 Shares	78,074,636 Shares	78,074,636 Shares
	Funds raised	$2,342,239	$4,684,478	$9,368,956

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of equity securities available under the 10% Placement Facility. (ii) No Options are exercised into Shares before the date of the issue of the equity securities;

(iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

• (iv) The table shows only the effect of issues of equity securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (v) The issue of equity securities under the 10% Placement Facility consists only of Shares.

• (vi) The issue price is $0.06, being the closing price of the Shares on ASX on 25 September 2012.

• (c) The Company will only issue and allot the equity securities during the 10% Placement Period. The approval under Resolution 3 for the issue of the equity securities will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Company may seek to issue the equity securities for the following purposes:

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• (i) non-cash consideration for the acquisition of new resources, assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or

• (ii) cash consideration. In such circumstances, the Company intends to use the funds raised towards the exploration activities at its existing projects in Burkina Faso and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any equity securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• (i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;

• (ii) the effect of the issue of the equity securities on the control of the Company;

• (iii) the financial situation and solvency of the Company; and

• (iv) advice from corporate, financial and broking advisers (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resources, assets or investments.

• (e) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (f) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the equity securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

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Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

10% Placement Facility has the meaning given in Section 6.1.

10% Placement Period has the meaning given in Section 6.2(f).

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

Board means the board of Directors.

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

Closely Related Party :

• (a) means a spouse or child of the member; or

• (b) has the meaning given in section 9 of the Corporations Act.

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.

Explanatory Memorandum means the explanatory memorandum to the Notice.

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.

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 meeting.

Options means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

Section means a section in the Explanatory Memorandum.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a shareholder of the Company.

VWAP means volume weight average price.

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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