BOSS ENERGY LTD — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

BOSS ENERGY LIMITED

ABN 38 116 834 336

NOTICE OF GENERAL MEETING AND EXPLANATORY STATEMENT

For a General Meeting to be held on Friday, 21 May 2010 at 10am (Perth time) at

RSM Bird Cameron, 8 St George's Terrace, Perth, Western Australia

This is an important document. Please read it carefully.

If you are unable to attend the General Meeting, please complete the form of proxy enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of Boss Energy Limited will be held on:

Friday, 21 May 2010 at 10am (WST) at RSM Bird Cameron, 8 St George's Terrace, Perth, Western Australia

How to Vote

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

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above. The meeting will commence at 10am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

• send the proxy form (by post or delivery) to Boss Energy Limited, Suite 24, 18 Stirling Highway, Nedlands, Western Australia, 6009; or

• send the proxy form by facsimile to facsimile number +61 8 9389 6622.

so that it is received not later than 10am (WST) on 19 May 2010.

Your proxy form is enclosed.

Boss Energy Limited Notice of General Meeting and Explanatory Statement

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BOSS ENERGY LIMITED ABN 38 116 834 336

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Boss Energy Limited will be held at the offices of RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia on 21 May 2010 at 10am (Western Standard Time) for the purpose of transacting the following business.

The attached Explanatory Statement is provided to supply Shareholders with information to enable Shareholders to make an informed decision regarding the Resolutions set out in this Notice. The Explanatory Statement is to be read in conjunction with this Notice.

AGENDA

BUSINESS

Resolution 1 - Ratification of the issue of Shares

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

"That for the purposes of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, approval is given to ratify the issue of 6,220,000 fully paid ordinary shares in the capital of the Company at 6 cents each on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation : Shareholder approval is sought under ASX Listing Rule 7.4 to ratify the issue of the second tranche of Shares issued under the recent placement undertaken by the Company.

The Company will disregard any votes cast on this Resolution by a person who participated in the issue the subject of this Resolution and any associates of those persons. However, the Company will not disregard a vote cast on this Resolution 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 chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

Resolution 2 – Approval to grant Options

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

"That for the purpose of Listing Rule 7.1 of the Listing Rules of the ASX Limited and for all other purposes, approval is given for the Company to grant 8,220,000 options to acquire fully paid ordinary shares in the capital of the Company on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation : Shareholder approval is sought under Listing Rule 7.1 to allow the Company to grant the free attaching options to those investors that were issued with Shares under the first and second tranches of the recent placement undertaken by the Company on the basis of 1 Option for every 1 Share issued.

The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed, and any associate of those persons. However, the Company will not disregard a vote if:

Boss Energy Limited Notice of General Meeting and Explanatory Statement

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(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 a person chairing that Meeting as a proxy for a person who is entitled to vote in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 – Approval to grant Options to Robert Grover

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

" That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant 1,000,000 options to acquire fully paid ordinary shares in the capital of the Company to Robert Grover or his nominees on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Mr Grover participated in the first tranche of the recent placement. Shareholder approval is sought under Listing Rule 10.11 so that the Company may grant the free attaching options to Mr Grover on the basis of 1 Option for every 1 Share issued under the first tranche of the recent placement undertaken by the Company. Shareholder approval is required because Mr Grover is the Chairman and therefore a related party of the Company.

The Company will disregard any votes cast on this Resolution by Robert Grover or any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company need not disregard a vote cast on this Resolution 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 chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 – Approval to grant Options to Joseph Obeid

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

" That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant 200,000 options to acquire fully paid ordinary shares in the capital of the Company to Joseph Obeid or his nominees on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Mr Obeid participated in the first tranche of the recent placement. Shareholder approval is sought under Listing Rule 10.11 so that the Company may grant the free attaching options to Mr Obeid on the basis of 1 Option for every 1 Share issued under the first tranche of the recent placement undertaken by the Company. Shareholder approval is required because Mr Obeid is a Director and therefore a related party of the Company.

The Company will disregard any votes cast on this Resolution by Joseph Obeid or any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company need not disregard a vote cast on this Resolution 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 chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 5 – Approval to grant Options to Tom Grove

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

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" That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant 500,000 options to acquire fully paid ordinary shares in the capital of the Company to Tom Grove or his nominees on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Mr Grove participated in the first tranche of the recent placement. Shareholder approval is sought under Listing Rule 10.11 so that the Company may grant the free attaching options to Mr Grove on the basis of 1 Option for every 1 Share issued under the first tranche of the recent placement undertaken by the Company. Shareholder approval is required because Mr Grove is a Director and therefore a related party of the Company.

The Company will disregard any votes cast on this Resolution by Tom Grove or any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company need not disregard a vote cast on this Resolution 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 chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 6 – Approval to grant Options to Winton Willesee

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

" That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to grant 300,000 options to acquire fully paid ordinary shares in the capital of the Company to Winton Willesee or his nominees on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Mr Willesee participated in the first tranche of the recent placement. Shareholder approval is sought under Listing Rule 10.11 so that the Company may grant the free attaching options to Mr Willesee on the basis of 1 Option for every 1 Share issued under the first tranche of the recent placement undertaken by the Company. Shareholder approval is required because Mr Willesee was a director of the Company in the previous 6 months before the Company agreed to grant the options and therefore was a related party of the Company at that time.

The Company will disregard any votes cast on this Resolution by Winton Willesee or any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company need not disregard a vote cast on this Resolution 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 chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 7 – Approval to issue securities to Tom Grove

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

" That for the purposes of Listing Rule 10.11 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue 2,000,000 fully paid ordinary shares in the capital of the Company together with 2,000,000 free attaching options to acquire fully paid ordinary shares in the capital of the Company to Tom Grove or his nominees on the terms and conditions set out in the Explanatory Statement accompanying this Notice. "

Short Explanation: Shareholder approval is sought under Listing Rule 10.11 so that the Company may issue Shares under the third tranche of the placement undertaken by the Company together with free attaching Options on the basis of 1 Option for every 1 Share subscribed for under the third tranche. Shareholder approval is required because Mr Grove is a Director and therefore a related party of the Company.

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The Company will disregard any votes cast on this Resolution by Tom Grove or any of his associates or any person who may obtain a benefit if this Resolution is passed other than in their capacity as a Shareholder. However, the Company need not disregard a vote cast on this Resolution 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 chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 8 – Approval to issue securities to Novus Capital Pty Ltd

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

"That for the purposes of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to allot and issue of 780,000 fully paid ordinary shares in the capital of the Company together with 780,000 free attaching options to acquire fully paid ordinary shares in the capital of the Company to Novus Capital Pty Ltd or its nominee on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation : Novus Capital Pty Ltd has agreed to accept equity in the capital of the Company in lieu of the fee payable for its services in relation to the placement. Shareholder approval is sought under Listing Rule 7.1 to allow the Company to issue Shares and Options to Novus Capital Pty Ltd in exchange for a facilitation fee due to Novus Capital Pty Ltd in respect of the placement undertaken by the Company.

The Company will disregard any votes cast on this Resolution by a person may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity as a Shareholder, if this Resolution is passed, and any associates of those persons. However, the Company will not disregard a vote cast on this Resolution 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 chairing the meeting as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides.

VOTING AND PROXIES

1. A Shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.

2. Where a voting exclusion applies, the Company need not disregard a vote if it is cast by the person who is entitled to vote in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. In accordance with Regulation 7.11.37 of the Corporations Act, the Directors have set a date to determine the identity of those entitled to attend and vote at the Meeting. The date is 19 May 2010 at 10am (Western Standard Time).

4. A proxy form is attached. If required it should be completed, signed and returned to the Company's registered office in accordance with the instructions on that form.

By order of the Board

==> picture [41 x 45] intentionally omitted <==

Mr Winton Willesee - Company Secretary Dated: 6 April 2010

Boss Energy Limited Notice of General Meeting and Explanatory Statement

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BOSS ENERGY LIMITED ABN 38 116 834 336

EXPLANATORY STATEMENT

This Explanatory Statement is intended to provide Shareholders with sufficient information to assess the merits of the Resolutions contained in this Notice.

1. BACKGROUND

On 21 December 2009, the Company announced that Novus Capital Pty Ltd had agreed to raise funds for the Company by way of a placement to sophisticated investors. The Company also announced that it would grant, subject to Shareholder approval, free attaching Options to those investors on the basis of 1 Option for each Share subscribed for.

As at the date of this Meeting the Company has issued a total of 10,220,000 Shares at an issue price of 6 cents each raising $613,200 under two tranches. In addition, the Company has a commitment from Tom Grove, a Director, to subscribe for a further 2,000,000 Shares raising an additional $120,000, subject to Shareholder approval.

1.1 First tranche

On 21 December 2009 the Company issued 4,000,000 Shares to unrelated parties and to Directors as follows:

	Allottee Sharesissued Fundsraised
	Unrelated parties 2,000,000 Robert Grover (Chairman) 1,000,000 Joseph Obeid (Director) 200,000 Tom Grove (Director) 500,000 Winton Willesee (former director) 300,000 Total 4,000,000 $240,000

These Shares were issued in accordance with Shareholder approval given at the annual general meeting held on 24 November 2009. Further Shareholder approval is not requested at this Meeting in relation to the first tranche of Shares.

1.2

Second tranche

On 12 March 2010 the Company issued 6,220,000 Shares to unrelated parties raising $373,200. Shareholder approval to ratify the issue of these Shares is sought under Resolution 1.

1.3

Third tranche

Tom Grove, a Director of the Company, has given the Company a commitment to subscribe for a further 2,000,000 Shares to raise $120,000. Shareholder approval to issue these Shares is sought under Resolution 7.

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1.4 Free attaching Options

The Company proposes to grant one free attaching Option to each person issued with Shares under the placement on the basis of 1 Option for each Share issued. Shareholder approval to grant these Options is sought under Resolutions 2-7.

1.5 Facilitation Fee

The Company proposes to issue 780,000 Shares together with 780,000 free attaching Options on the basis of 1 Option for each Share issued, to Novus Capital Pty Ltd in exchange for fees due to Novus Capital Pty Ltd ($46,800) in facilitating the placement for the Company. Shareholder approval to issue these Shares and grant the free attaching Options is sought under Resolution 8.

2. RESOLUTION 1 – RATIFICATION OF THE ISSUE OF SHARES

Resolution 1 seeks Shareholder approval in relation to the 6,220,000 Shares issued under the second tranche of the placement.

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders.

The Shares issued under the second tranche were issued within the Company’s 15% capacity.

Listing Rule 7.4 provides that an issue of securities made without the approval under Listing Rule 7.1 is treated as having been made with approval if the issue of securities did not breach Listing Rule 7.1 (that is, the issue was within the Company’s 15% capacity) and shareholders subsequently approve it. The Company now seeks Shareholder approval to ratify the Shares issued under the second tranche and refresh the Company’s 15% capacity.

The following information is provided to Shareholders in relation to Resolution 1.

• (a) The number of securities allotted was 6,220,000 Shares.

• (b) The Shares were issued at an issue price of 6 cents each.

• (c) The Shares are fully paid ordinary shares in the Company and rank equally with the Company’s current issued shares.

• (d) The allottees of the Shares are sophisticated investors that were introduced by Novus Capital Pty Ltd. None of the allottees are related parties of the Company.

• (e) A total of $373,200 was raised by the issue of the Shares. The Company intends to use these funds as general working capital.

3.

RESOLUTION 2 – APPROVAL TO ISSUE OPTIONS

Resolution 2 seeks Shareholder approval to allow the Company to grant Options to each person that has been issued with Shares under the first and second tranches of the placement (excluding related parties) on the basis of 1 free attaching Option for every Share issued.

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders. The number of Options to be granted will exceed the Company’s 15% capacity under Listing Rule 7.1 and so, the Company seeks Shareholder approval to grant the Options.

The following information is provided to Shareholders in relation to Resolution 2.

• (a) The maximum number of Options to be issued by the Company is 8,220,000 free attaching Options on the basis of 1 Option for every 1 Share issued.

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• (b) The Options will be granted no later than 3 months after the date of this Meeting (unless a later date is permitted by ASX waiver).

• (c) The Options are issued for free.

• (d) The grantees of the Options are all unrelated parties that were issued with Shares under the first and second tranches of the placement.

• (e) The Options will be quoted and may be exercised for 20 cents on or before 30 November 2010. The terms of the Options are set out in Annexure 1.

• (f) The Options are free attaching. There will be no funds raised by their grant.

• (g) It is intended that the Options will be allotted on one date.

4. RESOLUTIONS 3, 4, 5 AND 6 – APPROVAL TO GRANT OPTIONS TO ROBERT GROVER, JOSEPH OBEID, TOM GROVE AND WINTON WILLESEE

Resolutions 3, 4 and 5 seek Shareholder approval so that the Company may grant Options to Messrs Robert Grover, Joseph Obeid and Tom Grove, the Directors of the Company. Resolution 6 seeks Shareholder approval so that the Company may grant Options to Mr Winton Willesee a former director of the Company. The Directors and Mr Willesee were issued Shares under the first tranche of the placement. The Company wishes to grant free attaching Options to the Directors on the basis of 1 Option for every 1 Share issued.

Listing Rule 10.11 requires a company to obtain shareholder approval prior to the issue of securities or an agreement to issue securities to a related party. The Company agreed to issue the free attaching Options on 21 December 2009 subject to receiving Shareholder approval. As Directors of the Company, Robert Grover, Joseph Obeid and Tom Grove are related parties of the Company. Mr Willesee is a former director of the Company and was a related party on 21 December 2009 when the Company agreed to issue the free attaching Options because he had been a director during the previous 6 months before.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1 (and the grant of Options will not be included in the 15% calculation).

The following information is provided to Shareholders in relation to Resolutions 3, 4, 5 and 6.

• (a) The Options will be granted to Robert Grover (Resolution 3), Joseph Obeid (Resolution 4), Tom Grove (Resolution 5) and Winton Willesee (Resolution 6) or their nominees.

• (b) The maximum number of securities the Company will grant is:

• (i) 1,000,000 Options to Robert Grover (or his nominees);

• (ii) 200,000 Options to Joseph Obeid (or his nominees);

• (iii) 500,000 Options to Tom Grove (or his nominees); and

• (iv) 300,000 Options to Winton Willesee (or his nominees).

• (c) The Options will be granted no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (d) Messrs Grover, Obeid and Grove are Directors of the Company. Mr Willesee is a former director of the Company and a related party at the time the Company agreed (subject to shareholder approval) to grant the Options to Mr Willesee.

• (e) The Options are granted for free. The Options will be quoted and may be exercised for 20 cents on or before 30 November 2010. The terms of the Options are set out in Annexure 1.

• (f) The Options are free attaching. There will be no funds raised by their grant.

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5. RESOLUTION 7 – APPROVAL TO ISSUE SECURITIES TO TOM GROVE

Resolution 7 seeks Shareholder approval so that the Company may issue Shares under the third tranche of the placement together with free attaching Options to Mr Tom Grove, a Director of the Company or his nominee.

Listing Rule 10.11 requires a company to obtain shareholder approval prior to the issue of securities or an agreement to issue securities to a related party. Mr Grove has agreed to subscribe for a further 2,000,000 Shares under the placement subject to Shareholder approval. As a Director of the Company, Mr Grove is a related party of the Company.

If approval is given under Listing Rule 10.11, approval is not required under Listing Rule 7.1 (and the issue of Shares will not be included in the 15% calculation).

The following information is provided to Shareholders in relation to Resolution 7.

• (a) The Shares and Options will be issued to Tom Grove or his nominees.

• (b) The maximum number of securities the Company will issue is 2,000,000 Shares and 2,000,000 free attaching Options on the basis of 1 Option for every 1 Share subscribed for.

• (c) The Shares and Options will be issued no later than 1 month after the date of this Meeting (or a later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules).

• (d) The issue price of the Shares is 6 cents each and the Shares will be fully paid ordinary shares in the Company and will rank equally with the Company’s current issued Shares. The Options are granted for free. The Options will be quoted and may be exercised for 20 cents on or before 30 November 2010. The terms of the Options are set out in Annexure 1.

• (e) The funds raised ($120,000) will be used for general working capital.

6. RESOLUTION 8 – APPROVAL TO ISSUE SECURITIES TO NOVUS CAPITAL PTY LTD

Resolution 8 seeks Shareholder approval to issue Shares and free attaching Options to Novus Capital Pty Ltd in exchange for payment of a facilitation fee due to Novus Capital Pty Ltd for its services in introducing subscribers for the placement. Novus Capital Pty Ltd has agreed to accept its fee in equity (rather than cash).

Listing Rule 7.1 provides, subject to certain exceptions, a listed company must not issue equity securities where the number of equity securities proposed to be issued represents more than 15% of the company’s shares then on issue without the approval of shareholders. Resolution 8 seeks Shareholder approval to allow the Company to issue Shares and Options to Novus Capital Pty Ltd.

The following information is provided to Shareholders in relation to Resolution 8.

• (a) The maximum number of securities to be issued is 780,000 Shares and 780,000 free attaching Options on the basis of 1 Option for every 1 Share issued.

• (b) The Shares will be issued and Options will be granted no later than 3 months after the date of this Meeting (unless a later date is permitted by ASX waiver).

• (c) The Shares are issued at a deemed issue price of 6 cents each. The Options are issued for free.

• (d) The allottee of the Shares and Options is Novus Capital Pty Ltd or its nominees.

• (e) The Shares to be issued are fully paid ordinary shares of the Company that rank equally with the Company’s current Shares. The Options will be quoted and may be exercised for 20 cents on or before 30 November 2010. The terms of the Options are set out in Annexure 1.

• (f) The Shares and Options are issued in exchange for a facilitation fee due to Novus Capital Pty Ltd ($46,800). No funds will be raised by their issue.

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(g) It is intended that the Shares and Options will be allotted on one date.

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BOSS ENERGY LIMITED

ABN 38 116 834 336

GLOSSARY

In the Notice and this Explanatory Statement the following expressions have the following meanings:

" Board " means the Board of Directors of the Company.

" Chairman " means the chairman of the Company.

" Company " or " Boss " means Boss Energy Limited (ABN 38 116 834 336).

" Constitution " means the Constitution of the Company.

" Directors " mean the directors of the Company from time to time.

" Explanatory Statement " means this Explanatory Statement.

" Meeting " means this Meeting.

" Notice " means the notice of meeting that accompanies this Explanatory Statement.

" Option " means an option to subscribe for a Share in the Company.

" Resolution " means a resolution referred to in the Notice.

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

" Shareholder " means a registered holder of Shares in the Company.

" WST " means Western Standard Time, Perth, Western Australia.

" $ " means Australian dollars unless otherwise stated.

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ANNEXURE 1

The material terms and conditions of the Options are as follows:

• (a) Each Option entitles the holder to one (1) Share.

• (b) The Options are exercisable at any time prior to 5.00pm WST on 30 November 2010 (the Expiry Date).

• (c) The exercise price of the Options is twenty (20) cents per Option.

• (d) The Options are freely transferable.

• (e) The Company will provide to each Option holder a notice that is to be completed when exercising the Options (Notice of Exercise). The Options may be exercised wholly or in part by completing the Notice of Exercise and delivering it together with payment to the secretary of the Company to be received any time prior to the Expiry Date.

• (f) Upon the exercise of an Option and receipt of all relevant documents and payment, the holder will be allotted and issued a Share ranking equally with the then issued Shares. The Company will apply to the ASX within seven (7) business days of the date of issue of Shares pursuant to the exercise of Options to be admitted to quotation.

• (g) There will be no participating rights or entitlements inherent in the Options and the holders will not be entitled to participate in new issues of capital which may be offered to Shareholders during the currency of the Options. Thereby, the Option holder has no right to a change in the exercise price of the Option or a change to the number of underlying securities over which the Option can be exercised except in the event of a bonus issue. The Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least seven (7) business days after the issue is announced. This will give Option holders the opportunity (where available) to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• (h) If there is a bonus issue (Bonus Issue) to Shareholders, the number of Shares over which an Option is exercisable will be increased by the number of Shares which the holder would have received if the Option had been exercised before the record date for the Bonus Issue (Bonus Shares). The Bonus Shares must be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue, and upon issue will rank equally in all respects with the other Shares on issue as at the date of issue of the Bonus Shares.

• (i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, all rights of an Option holder are to be changed in a manner consistent with the Listing Rules.

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BOSS ENERGY LIMITED

ABN 38 116 834 336

PROXY FORM

APPOINTMENT OF PROXY BOSS ENERGY LIMITED ABN 38 116 834 336

I/We

being a Shareholder of Boss Energy Limited entitled to attend and vote at the General Meeting, hereby

Appoint

Name of Proxy

or failing the person so named or, if no person is named, the Chairman of the Meeting or the Chairman’s nominee, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at the offices of RSM Bird Cameron, 8 St Georges Terrace, Perth, Western Australia on 21 May 2010 at 10am (WST) and at any adjournment thereof.

Voting on Business of the General Meeting

			FOR	AGAINST	ABSTAIN
Resolution	1	Ratification of the issue of Shares
Resolution	2	Approval to grant Options
Resolution	3	Approval to grant Options to Robert Grover
Resolution	4	Approval to grant Options to Joseph Obeid
Resolution	5	Approval to grant Options to Tom Grove
Resolution	6	Approval to grant Options to Winton Willesee
Resolution	7	Approval to issue securities to Tom Grove
Resolution	8	Approval to issue securities to Novus Capital Pty Ltd

If the chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the Resolutions and that the votes cast by the Chair of the meeting for those Resolutions other than as proxy holder will be disregarded because of that interest. The Chair intends to vote any such undirected proxies in favour of all Resolutions. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the Resolutions and your votes will not be counted in calculating the required majority if a poll is called on the Resolutions.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your Shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is %

Please return this Proxy Form to the Company Secretary, Boss Energy Limited, Suite 24, 18 Stirling Highway, Nedlands , Western Australia 6009 or by fax to 08 9389 6622 by 10am (WST) on 19 May 2010.

Signed this day of 2010.

By: Individuals and joint holders Signature Signature Signature	Companies (affix common seal if appropriate)
	Director
	Director/Secretary
Signature	Sole Director and Sole Secretary

Boss Energy Limited Notice of General Meeting and Explanatory Statement

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BOSS ENERGY LIMITED ABN 38 116 834 336

Instructions for Completing Appointment of Proxy Form

In accordance with section 249L of the Corporations Act, a shareholder of the Company who is entitled to attend and cast two or more votes at a general meeting of shareholders is entitled to appoint two proxies. Where more than one proxy is appointed, such proxy must be allocated a proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.

1. A duly appointed proxy need not be a shareholder of the Company. In the case of joint holders, all must sign.

2. Corporate shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:

3. 2 directors of the company;

4. a director and a company secretary of the company; or

5. for a proprietary company that has a sole director who is also the sole company secretary – that director.

For the Company to rely on the assumptions set out in sections 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with sections 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of section 127(1) or (2) as applicable. In particular, a person w ho witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

1. Completion of a Proxy Form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

2. Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged in like manner as this proxy.

In accordance with section 250BA of the Corporations Act the Company specifies the following for the purposes of receipt of proxy appointments:

Registered Office: Suite 24, 18 Stirling Highway, Western Australia, 6009

Fax Number: +61 8 9389 6622

by no later than 48 hours prior to the time of commencement of the Meeting.

Boss Energy Limited Notice of General Meeting and Explanatory Statement

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