BOSS ENERGY LTD - Capital/Financing Update 2013

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BOSS RESOURCES LTD ACN 116 834 336

PROSPECTUS

THIS PROSPECTUS IS BEING ISSUED FOR THE NON-RENOUNCEABLE PRO RATA OFFER TO ELIGIBLE SHAREHOLDERS ON THE BASIS OF ONE NEW SHARES FOR EVERY FOUR SHARES HELD ON THE RECORD DATE AT AN ISSUE PRICE OF $0.01 EACH

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

THE SECURITIES OFFERED IN CONNECTION WITH THIS PROSPECTUS ARE OF A SPECULATIVE NATURE.

IMPORTANT INFORMATION

This Prospectus is dated 16 September 2013 and was lodged with the ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Securities will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus).

A copy of this Prospectus is available for inspection at the registered office of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia, during normal business hours. The Company will provide a copy of this Prospectus to any person on request. The Company will also provide copies of other documents on request (see Section 5.3).

The Securities offered by this Prospectus should be considered speculative. Please refer to Section 4 for details relating to investment risks.

Acceptances of Securities under the Entitlement Offer can only be submitted on an original Entitlement and Acceptance Form sent with a copy of this Prospectus by the Company. The Entitlement and Acceptance Form sets out an Eligible Shareholder's entitlement to participate in the Entitlement Offer. If acceptance is by BPAY there is no need to return the original Entitlement and Acceptance Form.

The issue of Shortfall Securities is in the complete discretion of the Directors. More information on the Shortfall is in Section 1.6.

Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

No action has been taken to permit the offer of Securities under this Prospectus in any jurisdiction

other than Australia.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this document comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Securities in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This document is important and should be read in its entirety before deciding to participate in the Offer. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to his/her particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult his/her stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4.

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to WST, unless otherwise indicated.

CORPORATE DIRECTORY

Directors

Mr Peter Williams Mr Evan Cranston Mr Tom Grove

Company Secretary

Ms Oonagh Malone

Technical Director Non-Executive Director Non-Executive Director

Share Registry

Security Transfer Registrars 770 Canning Highway Applecross WA 6153

Lawyers

Bellanhouse Legal Suite 1, 6 Richardson Street West Perth WA 6005

Registered Office

Suite 23, 513 Hay St., Subiaco WA 6008 PO Box 1311, Subiaco WA 6904 Tel: +61 (8) 6143 6730 Fax: +61 (8) 9388 8824

ASX Code: BOE

Website : www.bossresources.com.au

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER

PROPOSED TIMETABLE FOR ENTITLEMENT OFFER
Lodgement of Appendix 3B and Prospectus with ASX	16/09/2013
Notice of Entitlement Offer sent to Security holders	17/09/2013
Shares quoted on an “EX” basis	19/09/2013
Record date for determining Entitlements	25/09/2013
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	27/09/2013
Closing Date of Entitlement Offer*	14/10/2013
Shares quoted on a deferred settlement basis	15/10/2013
Notification of Shortfall	16/10/2013
Anticipated date for allotment and issue of the Securities and despatch of holder statements	22/10/2013
Anticipated date for commencement of Securities trading	23/10/2013

The Directors may extend the Entitlement Offer Closing Date by giving at least 6 Business Days notice to ASX prior to the Entitlement Offer Closing Date. As such the date the Securities issued under the Entitlement Offer are expected to commence trading on ASX may vary.

Section	Page No
1.	Details of the Offer ............................................................................. 2
2.	Action required by Shareholders ............................................................. 6
3.	Effect of the Offer .............................................................................. 7
4.	Risk factors ....................................................................................... 9
5.	Additional information ....................................................................... 13
6.	Directors' Statement and Consent ......................................................... 20
7.	Glossary of Terms ............................................................................. 21

LETTER FROM THE BOARD

Dear Shareholder

On behalf of your Directors I am pleased to present this Prospectus and invite you to participate in the non-renounceable pro rata offer on a one for four basis at a price of $0.01 per Share.

The Entitlement Offer will only be made to Eligible Shareholders registered at the Record Date who will be sent an Entitlement and Acceptance Form which will be accompanied by this Prospectus. To accept your entitlement under the Entitlement Offer, you will need to complete the Entitlement and Acceptance Form in accordance with the instructions on the form and as outlined in this Prospectus.

The funds raised pursuant to the Entitlement Offer will be used for acquisition costs, exploration costs and working capital.

The Board recommends that Shareholders take up their entitlement to the Entitlement Offer. Each of the Directors intends to take up part or all of their entitlement under the Entitlement Offer.

The Prospectus includes further details of the Entitlement Offer and the effect of the Entitlement Offer on the Company, and a statement of the risks associated with investing in the Company. This is an important document and should be read in its entirety. If you have any doubts or questions in relation to the Prospectus you should consult your stockbroker, accountant, solicitor or other independent professional advisor to evaluate whether or not to participate in the Entitlement Offer.

Yours sincerely

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Evan Cranston Director

1. Details of the Offer

1.1 Entitlement Offer

The Company is making a non-renounceable pro rata offer of Shares at an issue price of $0.01 each to Eligible Shareholders on the basis of one Share for every four Shares held at 5:00pm (WST) on the Record Date ( Entitlement Offer ).

The Company has as at the date of this Prospectus 397,873,182 Shares and 78,600,001 Options on issue.

The market price of Shares at the date of this Prospectus is such that it is unlikely that any of the existing Options will be exercised before the Record Date.

Where the determination of the entitlement of any Eligible Shareholder results in a fraction of a Share, such fraction will be rounded up to the nearest whole Share or attaching Option.

Further details on the rights and liabilities attaching to the Shares under the Offer is contained in Section 5.1.

1.2 Purpose of the Offer

Completion of the Capital Raising will result in an increase in cash at hand of up to approximately $1,000,000 (before payment of costs associated with the Capital Raising).

The funds raised from the Capital Raising will be used to fund acquisition costs and exploration costs and also for general working capital purposes.

1.3 Opening and Closing Dates

For the Entitlement Offer, the Company will accept Entitlement and Acceptance Forms from the Record Date for determining Eligible Shareholders' entitlements under the Entitlement Offer until 5:00pm WST on 25 September 2013 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ( Entitlement Offer Closing Date ).

1.4 Minimum subscription

There is no minimum subscription for the Entitlement Offer.

1.5 Underwriter and sub-underwriters of Entitlement Offer

The Entitlement Offer is not underwritten.

1.6 Shortfall

In the event that not all Eligible Shareholders accept their full entitlement pursuant to the Offer, the Directors reserve the right to issue the Shortfall Securities at their sole discretion within 3 months after the Closing Date.

1.7 No rights trading

The rights to Securities under the Entitlement Offer are non-renounceable. Accordingly, there will be no trading of rights on ASX and you may not dispose of your

Entitlement to any other party. If you do not take up your entitlement to Securities under the Entitlement Offer by the Entitlement Offer Closing Date, the Entitlement Offer to you will lapse.

1.8 Form

Acceptance of a completed Form by the Company creates a legally binding contract between the Applicant and the Company for the number of Securities accepted by the Company. The Form does not need to be signed to be a binding acceptance of Securities.

If the Form is not completed correctly it may still be treated as valid. The Directors’ decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Form is final.

The Company will send this Prospectus together with an Entitlement and Acceptance Form to all Eligible Shareholders.

1.9 Issue Date and dispatch

All Securities under the Entitlement Offer are expected to be issued on or before the date specified in the proposed timetable in this Prospectus.

Security holder statements will be dispatched, as soon as possible after the issue of the Securities under the Offer.

It is the responsibility of Applicants to determine their allocation prior to trading in the Securities. Applicants who sell Securities before they receive their holding statements do so at their own risk.

1.10 Application Monies held on trust

All Application Monies received for the Securities under the Entitlement Offer will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the Securities are issued. All Application Monies will be returned (without interest) if the Securities are not issued.

1.11 ASX quotation

Application has been or will be made for the official quotation of the Securities offered by this Prospectus. If permission is not granted by ASX for the official quotation of the Securities offered by this Prospectus within three months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.12 CHESS

The Company participates in the Clearing House Electronic Sub-register System, known as CHESS. ASTC, a wholly owned subsidiary of ASX, operates CHESS in accordance with the Listing Rules and the ASTC Settlement Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Securities.

If you are broker sponsored, ASTC will send you a CHESS statement.

The CHESS statement will specify the number of Securities issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Securities, including a notice to exercise the Securities.

If you are registered on the Issuer Sponsored sub-register, your statement will be despatched by Security Transfer Registrars and will contain the number of Securities issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored Statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.13 Residents Outside Australia

This Prospectus, and any accompanying Form, do not, and is not intended to, constitute an offer of Securities in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the Securities under the Offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

1.14 Risks factors

An investment in Securities of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are in Section 4.

1.15 Taxation implications

The Directors do not consider it appropriate to give Applicants advice regarding the taxation consequences of subscribing for Securities under this Prospectus.

The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Applicants. As a result, Applicants should consult their professional tax adviser in connection with subscribing for Securities under this Prospectus.

1.16 Major activities and financial information

A summary of the major activities and financial information relating to the Company are outlined in the following documents:

(a) Quarterly activities report lodged with ASX on 31 July 2013;
(b) Half Year Report lodged with ASX on 13 March 2013;
(c) Quarterly activities report lodged with ASX on 30 April 2013;
(d) Quarterly activities report lodged with ASX on 31 January 2013;
(e) Quarterly activities report lodged with ASX on 31 October 2013; and

Annual Report lodged with ASX on 30 October 2012.

(f)

The Company's continuous disclosure notices (i.e. ASX announcements) since the lodgement of the Annual Report lodged with ASX on 30 October 2012 are listed in Section 5.3.

Copies of these documents are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Offer.

1.17 Privacy

The Company collects information about each Applicant provided on a Form for the purposes of processing the Acceptance and, if the Acceptance is successful, to administer the Applicant’s Security holding in the Company.

By submitting a Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company’s related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Form, the Company may not be able to accept or process your Acceptance or Application (as applicable).

An Applicant has an entitlement to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered office.

1.18 Effect of the Offer on control of the Company

The Company is of the view that the Offer will not affect the control (as defined by section 50AA of the Corporations Act) of the Company.

No investor or existing Shareholder will have a voting power greater than 20% as a result of the completion of the Offer.

As at the date of this Prospectus, the Company has three substantial shareholders listed in its shareholder register being Kingslane Pty Ltd (12.4%), James David Taylor (6.66%), Mining Investments Limited (5.97%) and Morou Francois Ouedraogo (5.28%).

1.19 Enquiries concerning Prospectus

Enquiries relating to this Prospectus should be directed to the Company Secretary by telephone on +61 (8) 6143 6730.

2. Action required by Shareholders

2.1 Action in relation to the Entitlement Offer

(a) Acceptance of all entitlement Securities under the Entitlement Offer

Should you wish to accept all of your entitlement to Securities under the Entitlement Offer and you are not paying by BPAY, then applications for

Securities under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque for the amount indicated on the Entitlement and Acceptance Form.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque in Australian dollars, crossed "Not Negotiable" and made payable to "Boss Resources Limited" and lodged at any time after the issue of this Prospectus and on or before the Entitlement Offer Closing Date at the Company’s share registry (by delivery or by post) at:

By Hand	By Post
Security Transfer Registrars 770 Canning Highway Applecross WA 6153	Security Transfer Registrars PO Box 535 Applecross WA 6953

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the Entitlement Offer Closing Date. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

(b) If you wish to take up only part of your entitlement under the Entitlement Offer

Should you wish to only take up part of your entitlement under the Entitlement Offer and you are not paying by BPAY, then applications for Securities under the Entitlement Offer must be made on the Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of Securities you wish to accept and the amount payable (calculated at $0.01 per Share accepted), and attach a cheque for the appropriate Application Monies.

By Hand	By Post
Security Transfer Registrars 770 Canning Highway Applecross WA 6153	Security Transfer Registrars PO Box 535 Applecross WA 6953

(c)

Entitlements not taken up

If you do not wish to accept any of your entitlement, you are not obliged to do anything.

The number of Securities you hold and the rights attached to those Securities will not be affected should you choose not to accept any of your entitlement.

(d)

Enquiries concerning your Entitlement

If you have any queries concerning your Entitlement please contact Boss Resources Limited on (08) 6143 6730 (within Australia) or +61 (8) 6143 6730 (outside Australia) from 8:30am to 5:00pm AWST, Monday to Friday.

3. Effect of the Offer

3.1 Capital structure on completion of the Offer

	No. of Shares	No. of Unlisted Options
Balance at the date of this Prospectus	397,873,182	78,600,001
To be issued under the Entitlement Offer	99,468,295	0
TOTAL	497,341,477	78,600,001

3.2 Pro forma statement of financial position

Pro forma statement of financial	position
BALANCE SHEET As at 30 June 2013	Unaudited 30 June 2013 $	Effect of Entitlement Offer $*	Unaudited Pro Forma $**
Current Assets Cash and cash equivalents Trade and other receivables Other Assets Non Current Assets Plant and equipment Financial assets Exploration & evaluation expenditure	1,681,709 27,401 1,492 270,936 163,913 6,009,356	994,683 - - - - -	2,676,392 27,401 1,492 270,936 163,913 6,009,356
TOTAL ASSETS	8,154,807	994,683	9,149,490
Current Liabilities Trade and other payables Provisions	115,723 5,112	17,142 -	132,865 5,112
TOTAL LIABILITIES	120,835	17,142	137,977
NET ASSETS	8,033,972	977,541	9,011,513
EQUITY Issued capital Reserves Accumulated Losses	41,792,589 6,864,818 (40,623,435)	977,541 - -	42,770,130 6,864,818 (40,623,435)
TOTAL EQUITY	8,033,972	977,541	9,011,513

*Approximate expenses relating to the Entitlement Offer have been included. See Section 5.11 for further details.

**The reimbursement of $20,000 to Newgenco Pty Ltd and the issue of 7,500,000 Shares as part of the joint venture agreements entered into by Boss on 19 August 2013 over the Liakka and Skogtrask Nickel Copper Projects have not been included in the unaudited pro forma.

Basis of Preparation

The above pro forma statement of financial position has been prepared in accordance with the draft ASIC Guide to Disclosing Pro Forma Financial Information (issued July 2005).

The pro forma balance sheets have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and settlement of liabilities in the normal course of business.

The pro forma statement of financial position is based on the unaudited financial position as at 30 June 2013. The only material transactions between that date and

the date of this Prospectus are the reimbursement of $20,000 to Newgenco Pty Ltd and the of 7,500,000 Shares as part of the joint venture agreements entered into by the Company on 19 August 2013 over the Liakka and Skogtrask Nickel Copper Projects. The effects of these transactions have not been included in the unaudited pro forma statement of financial position.

3.3 Market price of Securities

The highest and lowest market sale prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with the ASIC and the respective dates of those sales were:

Highest: $0.02 per Share on numerous dates (latest date being 13 September 2013);

Lowest: $0.006 per Share on numerous dates (latest date being 4 July 2013)

The latest available market sale price of the Shares on ASX prior to the date of lodgement of this Prospectus with the ASIC was $0.02 per Share on 13 September 2013.

3.4 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

4. Risk factors

4.1 Introduction

The Securities offered under this Prospectus should be considered speculative because of the nature of the Company’s business.

Whilst the Directors recommend that Shareholders take up their Entitlement, there are numerous risk factors involved. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which the Securities will trade.

The following is a summary of the more material matters to be considered and should be read in conjunction with specific matters referred to in the Company’s announcements and reports. However, the summary is not exhaustive and potential investors should examine the contents of this Prospectus in its entirety and consult their professional advisors before deciding whether to apply for the Securities.

4.2 Specific risks

A number of specific risk factors that may impact the future performance of the Company are described below. Shareholders should note that this list is not exhaustive.

(a) Contract Risk – Some of the Company’s primary assets are interests in the Projects held pursuant to option agreements. The Company is reliant on the vendors complying with the terms and conditions of the option agreements

and the conditions attaching to the tenements (as applicable). Should the vendors fail to comply with the terms of the option agreements, the Company’s interest in the Projects may be adversely affected.

(b) Status of Tenements - The Company cannot guarantee that its granted exploration licences will be renewed beyond their current expiry date and there is a material risk that, in the event the Company is unable to renew the granted tenements beyond their current expiry date, the Company’s proposed interest in the Project will be relinquished.
(c) Exploration Risk - Potential investors should understand that gold exploration and development is a high-risk undertaking. There can be no assurance that exploration of acquired projects or any other exploration properties that may be acquired in the future will result in the discovery of an economic resource. Even if an apparently viable resource is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to the Projects and obtaining all required approvals for its activities. In the event that exploration programs are unsuccessful this could lead to a diminution in the value of the Projects, a reduction in the case reserves of the Company and possible relinquishment of part or all of the Projects.

(d) Operating Risks - The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grades in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

No assurances can be given that the Company will achieve commercial viability through the successful exploration and/or mining of its tenement interests. Unless and until the Company is able to realise value from its Projects, it is likely to incur ongoing operating losses.

(e) Resource Estimates - The Projects do not have any identified resources. Even if a resource is identified, resource estimates are expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(f) Exploration Cost Estimate - The exploration costs of the Company are based on certain estimates and assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.
(g) Title Risks and Native Title - Interests in tenements in Australia are governed by the respective State legislation and are evidenced by the granting of licenses’ or leases. Each license or lease is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in tenements if license conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements which the Company has an interest in or will in the future acquire such an interest; there may be areas over which legitimate common law native title rights of Aboriginal Australians exist. If native title rights do exist, the ability of the Company to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.
(h) Additional Requirements for Capital - The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under this Prospectus. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.
(i) Commodity Price Volatility and Exchange Rate Risks - The price for gold will depend on available markets at acceptable prices and transmission and distribution costs. Any substantial decline in a commodity or an increase in transmission or distribution costs could have a material adverse effect on the Company. Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.
(j) Environmental Risks - The operations and proposed activities of the Company are subject to State and Federal laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or field development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

In this regard, government authorities may,from time to time, review the environmental bonds that are placed on permits. The Directors are not in a

position to state whether a review is imminent or whether the outcome of such a review would be detrimental to the funding needs of the Company.

(k) Competition Risk - The industry in which the Company will be involved is subject to domestic and global competition. Although the Company will undertake all reasonable due diligence in its business decisions and operations, the Company will have no influence or control over the activities or actions of its competitors, which activities or actions may, positively or negatively, affect the operating and financial performance of the Company’s Projects and business.
(l) Reliance on Key Management - The responsibility of overseeing the day-today operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees or consultants cease their involvement with the Company.
(m) Burkina Faso – The Company has tenements located in Burkina Faso, West Africa. The Company’s ability to carry on its business in Burkina Faso in the normal course may be adversely affected by considerations associated with economic, social or political instability or change, hyperinflation, changes to regulatory regimes affecting foreign ownership, government participation, working conditions, taxation, exchange rates and licensing. Any of these events could result in conditions that delay or prevent the Company from exploring or ultimately developing its properties in Burkina Faso if economic quantities of minerals are found. The Company does not currently maintain “Political Risk” insurance.

4.3 General Risks

The future prospects of the Company’s business may be affected by circumstances and external factors beyond the Company’s control. Financial performance of the Company may be affected by a number of business risks that apply to companies generally and may include economic, financial, market or regulatory conditions.

(a) Economic Risks - General economic conditions, movements in interest and inflation rates, the prevailing global commodity prices and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

As with any mining project, the economics are sensitive to metal and commodity prices. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for oil and gas, technological advances, forward selling activities and other macro-economic factors. These prices may fluctuate to a level where the proposed mining operations are not profitable. Should the Company achieve success leading to mineral production, the revenue it will derive through the sale of commodities also exposes potential income of the Company to commodity price and exchange rate risks.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;

(ii) interest rates and inflation rates;
(iii) currency fluctuations;
(iv) changes in investor sentiment;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.
(b) Market Conditions - The market price of the Company’s securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.
(c) Government and Legal Risk - Changes in government, monetary policies, taxation and other laws can have a significant impact on the Company’s assets, operations and ultimately the financial performance of the Company and its securities.

4.4 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Securities offered under this Prospectus. Therefore, the Securities offered pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of the Securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for Securities.

5. Additional information

5.1 Rights and liabilities attaching to Shares

A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares, at a general meeting of the Company every holder of fully Shares present in person or by an attorney, representative or proxy has one vote on a show of hands (unless a member has appointed 2 proxies) and one vote per share on a poll.

A person who holds a share which is not fully paid is entitled, on a poll, to a fraction of a vote equal to the proportion which the amount paid bears to the total issue price of the share.

(c) Issues of further shares

The Directors may, on behalf of the Company, issue, grant Options over or otherwise dispose of unissued Shares to any person on the terms, with the rights, and at the times that the Directors decide. However, the Directors must act in accordance with the restrictions imposed by the Constitution, the Listing Rules, the Corporations Act and any rights for the time being attached to the shares in any special class of those shares.

(d) Variation of rights

At present, the Company has on issue one class of shares only, namely ordinary Shares.

Unless otherwise provided by the Constitution or by the terms of issue of a class of shares, the rights attached to the shares in any class may be varied or cancelled only with the written consent of the holders of at least threequarters of the issued shares of the affected class, or by special resolution passed at a separate meeting of the holders of the issued shares of the affected class.

(e) Transfer of shares

Subject to the Constitution, the Corporations Act and the Listing Rules, ordinary shares are freely transferable.

(f) Dividends

Subject to the Constitution and to the rights attaching to shares issued on special conditions (at present there are none), the profits of the Company which the Directors may from time to time determine to distribute by way of dividend are divisible among the holders of ordinary shares in proportion to the number of shares held by them respectively and are paid proportionately to the amounts paid or credited as paid on shares.

(g) Winding up

Subject to the Constitution, the Corporations Act and the rights of holders of shares with special rights in a winding-up (at present there are none), on a winding-up of the Company, the liquidator may, with the sanction of a special resolution of the Company, divide among the Shareholders in kind the whole or any part of the property of the Company and may for that purpose set the value the liquidator considers fair upon any property to be so divided and may determine how the division is to be carried out as between members or different classes of members.

(h) Dividend reinvestment and share plans

The members of the Company, in general meeting, may authorise the Directors to implement and maintain dividend reinvestment plans (under which any member may elect that dividends payable by the Company be reinvested by way of subscription for fully paid shares in the Company) and any other share plans (under which any member may elect to forego any dividends that may be payable on all or some of the shares held by that member and to receive instead some other entitlement, including the issue of Shares).

(i) Directors

The Constitution states that the minimum number of Directors is three.

(j) Powers of the Board

Except as otherwise required by the Corporations Act, any other law, the Listing Rules or the Constitution, the Directors have power to manage the business of the Company and may exercise all powers of the Company as are not required by the Corporations Act, Listing Rules or Constitution, required to be exercised by the Company at general meeting.

(k) Unmarketable parcels

The Constitution permits the Company to sell the Shares held by a Shareholder if they comprise less than a marketable parcel within the meaning of the Listing Rules.

If a Shareholder does not want its Shares sold, that Shareholder may notify the Company accordingly.

(l) Capitalisation of profits

The Company may capitalise profits, reserves or other amounts available for distribution to members. Subject to the Constitution and the terms of issue of shares, members are entitled to participate in a capital distribution in the same proportions in which they are entitled to participate in dividends.

(m) Capital reduction

Subject to the Corporations Act and the Listing Rules, the Company may reduce its share capital.

(n) Preference shares

The Company may issue preference shares including preference shares that are liable to be redeemed. The rights attaching to preference shares include, without limitation, those in the Constitution.

5.2 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the stock market conducted by ASX. In particular, the

Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Securities.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with the ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.3 below).

5.3 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Entitlement Offer a copy of:

(a) the Half Year Report for the half year ended 31 December 2012 which was lodged with ASX on 13 March 2013; and
(b) the Annual Report for the year ended 30 June 2012 which was lodged with ASX on 30 October 2012; and
(c) the following notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Report on 30 October 2012 until the date of this Prospectus:

Date Announcement Subject

31/10/2012 Quarterly Cashflow Report 31/10/2012 Quarterly Activities Report 01/11/2012 Boss Commences Maiden Drill Program At Gourma Gold Project 30/11/2012 Final Director's Interest Notice 30/11/2012 Retirement Of Chairman 30/11/2012 Results of Meeting 04/12/2012 Significant Intercepts in Aircore Drilling - Gourma Project 30/01/2013 Boss Records Significant Ac Drill Intercepts At Gariaga 31/01/2013 Quarterly Cashflow Report 31/01/2013 Quarterly Activities Report 01/02/2013 Resignation Of Company Secretary 14/02/2013 Boss Resources February Investor Presentation 28/02/2013 Response To ASX Price And Volume Query 08/03/2013 Broad Intercepts From Maiden AC Drilling At Gourma 13/03/2013 Half Year Accounts 30/04/2013 Quarterly Cashflow Report 30/04/2013 Quarterly Activities Report 11/06/2013 JORC Code Clarification Statement 11/06/2013 Boss Confirms 4km Of Continuous Mineralisation At Ma Prospect 24/07/2013 Initial Director's Interest Notice 24/07/2013 Final Director's Interest Notice 24/07/2013 Resignation Of Managing Director 31/07/2013 Quarterly Cashflow Report

Date

Announcement Subject

31/07/2013 Quarterly Activities Report 16/08/2013 Trading Halt 20/08/2013 Boss Adopts New Exploration Strategy - Enters JV Agreements 26/08/2013 Change Of Director's Interest Notice 26/08/2013 Final Director's Interest Notice 26/08/2013 Initial Director's Interest Notice 03/09/2013 Appendix 3B 04/09/2013 Boss New Strategy Investor Presentation 10/09/2013 Change of Director’s Interest Notice

The following documents are available for inspection throughout the period of the Entitlement Offer during normal business hours at the registered office of the Company at Suite 23, 513 Hay Street, Subiaco, Western Australia:

(d) this Prospectus;
(e) the Constitution; and
(f) the consents referred to in Section 5.12 and the consents provided by the Directors to the issue of this Prospectus.

5.4 Information excluded from continuous disclosure notices

There is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules other than as is set out in this Prospectus.

5.5 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Securities under this Prospectus.

5.6 Directors' interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Securities offered under this Prospectus.

5.7 Directors' interests in Company Securities

The Directors or their nominees currently each hold at the date of this Prospectus Securities in the Company as follows:

Name of Director	No. of Shares	No. of Options
Peter Williams	19,338,117	Nil
Evan Cranston	Nil	5,000,000 unlisted options exercisable at $0.11 on or
		before 10 August 2015
		5,000,000 unlisted options exercisable at $0.13 on or
		before 10 August 2015
		5,000,000 unlisted options exercisable at $0.15 on or
		before 10 August 2015
Tom Grove	2,582,000	1,000,000 unlisted options exercisable at $0.11 on or
		before 10 August 2015
		1,000,000 unlisted options exercisable at $0.13 on or
		before 10 August 2015
		1,000,000 unlisted options exercisable at $0.15 on or
		before 10 August 2015

It is the intention of the Directors to participate in the Entitlement Offer.

John and Loreta Cranston, the parents of Evan Cranston, are Directors of Kingslane Pty Ltd which holds 49,350,000 Shares in the Company. Evan Cranston and Kingslane Pty Ltd have advised the Company that Evan Cranston does not have a relevant interest in the Shares held by Kingslane Pty Ltd in the Company in accordance with Section 608 of the Corporations Act.

5.8 Directors’ remuneration

The Constitution provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Shareholders in general meetings, to be divided among the Directors as the Directors shall determine, and in default of agreement then in equal shares.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Directors received the following remuneration for the year ended 30 June 2013:

Director	Directors Fees and Salary $	Superannuation $	Share based payments $	Total $
Peter Williams*	N/A	N/A	N/A	N/A
Evan Cranston	155,333	0	363,650	518,983
Tom Grove	30,000	0	72,730	102,730

**Note: *** Peter Williams was appointed as a director on 20 August 2013

Directors received the following remuneration for the year ended 30 June 2012:

Director	Directors Fees and Salary $	Superannuation $	Share based payments $	Total $
Peter Williams*	N/A	N/A	N/A	N/A
Evan Cranston	36,333	0	0	36,333
Tom Grove	40,000	0	0	40,000

**Note: *** Peter Williams was appointed as a director on 20 August 2013

A company associated with Mr Cranston was paid $89,700 in the year ending 30 June 2013 (2012: $70,135) for company secretarial, administrative and accounting services and a trust associated with Mr Cranston was paid $36,000 in the year ending 30 June 2013 (2012: $37,500) for the provision of serviced office premises.

5.9 Related party transactions

There are no related party transactions involved in the Entitlement Offer.

5.10 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

(a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Securities offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Securities offered under this Prospectus; or
(b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Securities offered under this Prospectus.

5.11 Expenses of Offer

The estimated expenses of the Offer are as follows:

ASIC Lodgement fee ASX quotation fee Legal and preparation expenses Printing, mailing and other expenses Total	$ 2,225 4,659 5,000 5,258
	17,142

5.12 Consents

(a) In accordance with the Corporations Act, Bellanhouse Legal has given, and as at the date of lodgement of this Prospectus with ASIC has not withdrawn, their written consent to being named in this Prospectus as solicitors to the Company. Bellanhouse Legal has not authorised or caused the issue of this Prospectus or the making of the Offer. Bellanhouse Legal make no representation regarding, and to the extent permitted by law exclude any responsibility for, any statements in or omissions from any part of this Prospectus.
(b) Security Transfer Registrars has given, and as at the date of lodgement of this Prospectus with ASIC has not withdrawn, its written consent to being named in this Prospectus as the Company's share registry. Security Transfer Registrars has had no involvement in the preparation of any part of this Prospectus other than being named as share registrar of the Company. Security Transfer Registrars has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

6. Directors' Statement and Consent

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [136 x 66] intentionally omitted <==

Evan Cranston Director

Dated: 16 September 2013

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

Acceptance means a valid acceptance of Securities made pursuant to this Prospectus on a Form.

Applicant means a person who submits a Form.

Application means a valid application for Securities made on a Form.

Application Monies means application monies for Securities received by the Company.

ASIC means Australian Securities and Investments Commission.

ASTC means ASX Settlement Pty Limited ACN 008 504 532.

ASX means ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Subregistry System.

Company or Boss means Boss Resources Limited ACN 116 834 336.

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act (Cth) 2001.

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia.

Entitlement and Acceptance Form means the entitlement and acceptance form provided by the Company with a copy of this Prospectus that describes the entitlement of Shareholders to subscribe for Securities pursuant to the Entitlement Offer.

Entitlement Offer has the meaning given to it in Section 1.1.

Entitlement Offer Closing Date has the meaning given to it in Section 1.3.

Form means an Entitlement and Acceptance Form in relation to the Entitlement Offer.

Issuer Sponsored means Shares issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Listing Rules means the Listing Rules of ASX.

Option means the right to acquire one Share in the capital of the Company.

Project means the Company’s gold exploration projects in Burkina Faso, oil shale exploration project in Tasmania, and nickel-copper projects in Finland and Sweden.

Prospectus means this prospectus with the date in Section 6.

Record Date means 5:00pm (WST) on the date identified in the proposed timetable.

Section means a section of this Prospectus.

Securities mean any securities including Shares or Options issued or granted by the Company.

Security Transfer Registrars ACN 008 894 488 maintains the share register for the Company.

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

Shareholder means a holder of Shares.

Shortfall Securities means Securities not subscribed for by Eligible Shareholders under the Entitlement Offer.

WST means Western Standard Time, being the time in Perth, Western Australia.