BOSS ENERGY LTD — Proxy Solicitation & Information Statement 2011

Jan 5, 2011

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B O S S E N E R G Y L I M I T E D A B N 3 8 1 1 6 8 3 4 3 3 6

NOTICE OF GENERAL MEETING

A General Meeting of the Company will be held at the offices of RSM Bird Cameron, 8 St George's Terrace, Perth, Western Australia on 14 February 2011 at 10.00 am (WST).

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company by telephone on (08) 9389 6600.

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BOSS ENERGY LIMITED

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

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of Shareholders of Boss Energy Limited (“ Company ”) will be held at the offices of RSM Bird Cameron, Western Australia on 14 February 2011 at 10.00 am (WST) (“ Meeting ”).

The Explanatory Memorandum to this Notice provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on 12 February 2011 at 5.00 pm (WST).

Terms and abbreviations used in this Notice and the Explanatory Memorandum are defined in Section 11 of the Explanatory Memorandum.

AGENDA

1. Resolution 1 – Approval of Acquisition of Askia Gold

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

“That, subject to Resolutions 2, 3 and 5 being passed, for the purposes of Listing Rule 11.1.2 and for all other purposes, the Company be authorised to make a significant change in the scale of its activities on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

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

However, the Company will not disregard a vote if:

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

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• (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.

2. Resolution 2 – Authority to Issue Securities to Askia Gold Vendors

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

“That, subject to Resolutions 1, 3, and 5 being passed, and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to:

• (a) 100,000,000 Shares;

• (b) 50,000,000 Unlisted Options,

to the Askia Gold Vendors (or their nominees) in accordance with the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Shares and Unlisted Options and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with 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.

3. Resolution 3 – Authority to Issue Introductory Fee Options

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

“That, subject to Resolutions 1, 2 and 5 being passed and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 5,000,000 Unlisted Options with an issue price of $0.001 to Colbern Fiduciary Nominees Pty Ltd (or its nominees) in accordance with the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

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Voting Exclusion

The Company will disregard any votes cast on this resolution by a person (or any associate of such a person) who may participate in the issue of the Unlisted Options and a person (or any associate of such a person) who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed.

However, the Company will not disregard a vote if:

• (a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with 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.

4. Resolution 4 – Ratification of Placement Shares

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

“ That, in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 15,000,000 Shares each at an issue price of $0.02 on the terms and conditions in the Explanatory Memorandum accompanying this Notice .”

Voting Exclusion:

The Company will disregard any votes cast on this Resolution by a person who participated in the Placement, or any associate of such person.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the person 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.

5. Resolution 5 – Authority to Issue Placement Shares

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

"That, subject to Resolutions 1, 2 and 3 being passed, and pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 50,000,000 Shares each at an issue price of $0.02 on the terms and conditions in the Explanatory Memorandum accompanying this Notice.”

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Voting Exclusion:

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

However, the Company need not disregard a vote if:

• (c) 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

• (d) 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.

Dated 24 December 2010

BY ORDER OF THE BOARD

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WINTON WILLESEE Company Secretary

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BOSS ENERGY LIMITED

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

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders of the Company in connection with the business to be conducted at the Meeting to be held at the offices of RSM Bird Cameron, 8 St George's Terrace, Perth, Western Australia 14 February 2011 at 10.00 am (WST).

This Explanatory Memorandum should be read in conjunction with and forms part of the accompanying Notice. The purpose of this Explanatory Memorandum is to provide information to Shareholders in deciding whether or not to pass the Resolutions in the Notice.

This Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2:	Action to be taken by Shareholders
Section 3:	Summary of the Acquisition
Section 4:	Resolution 1 – Approval of Acquisition of Askia Gold
Section 5:	Resolution 2 – Authority of Issue of Securities to Askia Gold
	Vendors
Section 6:	Resolution 3 – Authority to Issue Introductory Fee Options
Section 7:	Resolution 4 – Ratification of Placement Shares
Section 8:	Resolution 5 – Authority to Issue Placement Shares
Section 9:	Definitions
Schedule 1:	Terms of Unlisted Options
Schedule 2:	Pro-Forma Balance Sheet

A Proxy Form is located at the end of the Explanatory Memorandum.

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2. Action to be taken by Shareholders

Shareholders should read this Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

A Proxy Form is attached to the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions provided. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

3. Summary of the Acquisition

3.1 Introduction

The Company announced on 5 October 2010 that it entered into a binding term sheet agreement to acquire the interest in 5 tenements in North Eastern Burkina Faso, West Africa. Since this date the parties have agreed that due to title concerns one of the 5 tenements the subject of the term sheet agreement would be replaced by 4 further tenements. The gold projects therefore consist of 8 tenements ( Gold Projects ). The acquisition of the Gold Projects will occur by purchasing Askia Gold (the Acquisition ) from the Askia Gold Vendors. Askia Gold, via Askia Gold Sarl, a wholly owned Burkina Faso subsidiary company owns or has the rights to the Gold Projects.

Mourdeni and Intiedougou Projects

The Mourdeni Permit of 249 km2 is situated to the south of the existing Eastern Permit project, in eastern Burkina Faso. The permit lies on the eastern flank of the Fada n’Gourma greenstone belt which extends to the north east into Niger and hosts the multi-million ounce Samira deposit. Reconnaissance mapping carried out on the permit area has identified several areas of artisanal gold mining activity.

The Intiedougou Project consists of three Permits with a total area of 469 km2 situated within the Hounde Greenstone Belt, to the east of Ouagadougou. The Hounde Belt hosts a number of significant gold deposits including the Dossi and Bondi gold deposits, in proximity to the north and south respectively and the producing Mana gold mine located 70 kilometres to the north of the project area.

The area has been explored previously by Orezone Resources under several permits which have subsequently expired or been relinquished. Orezone completed several drilling programs intersecting significant gold mineralisation at the Peksou Prospect within the central, Intiedougou Permit area. Within the northern (Baniri) and southern (Mougue) permit areas, Orezone conducted limited surface exploration. Artisanal gold workings have been noted on both permits.

The Intiedougou Project permits represent a highly prospective gold exploration target within a greenstone belt known to contain significant gold deposits.

Eastern Permits Project

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The Eastern Permits Project is located approximately 250km east of Ouagadougou and consists of 4 permits giving a holding of approximately 854 km2 in size. The Eastern Permits Project is in early stage green-fields Birimian gold project that is associated with a series of porphyry dykes and related potassic alteration stages and is interpreted to lie within the south west continuation of the Samira Hills Greenstone belt known as the “Samira Horizon”. Currently operated by Semafo Inc., the 3 million ounce Samira Hills gold mine is Niger’s largest gold deposit.

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Figure 1. Location of the Gold Projects

3.2 Details of the Acquisition Agreement

The parties are in the process of executing a legally binding agreement with the Askia Gold Vendors for the acquisition of a 100% interest in Askia Gold ( Acquisition Agreement ).

(a) Consideration

In addition to a non-refundable deposit of $60,000, the securities that are to be issued as consideration for the Acquisition are:

• (i) 100,000,000 Shares,

• (ii) 50,000,000 Unlisted Options exercisable at $0.15 on or before 31 July 2012.

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Additionally, the Askia Gold Vendors have a contractual right to receive a milestone based cash payment on the satisfaction of certain performance milestones ( Milestone Payments ). The Company may elect to pay by the issue of Shares as set out below.

The Milestone Payments are performance based payments to the Askia Gold Vendors that will be payable on the achievement of certain project hurdles. The milestones are as follows:

• (i) an ASX announcement by the Company that a competent person on behalf of the Company, Askia Gold or Askia Gold Sarl has identified an inferred mineral resource of at least 500,000 ounces of gold within the project permits of the Gold Projects, as that term is defined in the JORC Code ( Resource Milestone A ); and

• (ii) an ASX announcement by the Company that a competent person on behalf of the Company, Askia Gold or Askia Gold Sarl has identified an inferred mineral resource of at least 1,000,000 ounces of gold within the project permits of the Gold Projects, as that term is defined in the JORC Code ( Resource Milestone B ).

On the achievement of Resource Milestone A, the Askia Gold Vendors will be entitled to receive payment of an amount equal to the current market value of 10,000,000 Shares.

On the achievement of Resource Milestone B, the Askia Gold Vendors will be entitled to receive payment of an amount equal to the current market value of 20,000,000 Shares.

The current market value for the purposes of Resource Milestone A and Resource Milestone B is the 5 day volume weighted average price of the closing price of the Shares in the 5 trading days after satisfaction of the Milestone. The Resource Milestone A and Resource Milestone B will be deemed to have been achieved on a change in control event.

So long as the takeovers prohibition in the Corporations Act is not infringed, the Company may elect, at its complete discretion, to satisfy its obligation to pay the Milestone Payments through the issue of Shares (which shall be subject to any relevant Shareholder approval at that time). 10,000,000 Shares will be issued in respect of Resource Milestone A and 20,000,000 Shares will be issued in respect of Resource Milestone B.

The Company will issue an additional 5,000,000 Unlisted Options with an issue price of $0.001, exercisable at $0.15 on or before 31 July 2012 as an introductory fee to Colbern in relation to the Acquisition. This is the subject of Resolution 5.

The Askia Gold Vendors provide certain warranties as to Askia Gold, its Burkina Faso subsidiary and the underlying tenements. The maximum aggregate amount that the Company can recover from the Askia Gold Vendors in the event of a breach of warranty is $3,000,000.

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The Askia Gold Vendors have warranted in favour of the Company that none of those parties will infringe the takeover's prohibition in section 606 of the Corporations Act by receiving the 100,000,000 Shares as vendors at completion.

The Company will lend the sum of up to $200,000 on an interest free basis to Askia pending completion to fund exploration and expenses upon the Gold Projects.

The ASX reserves the right to impose escrow upon the securities issued to Askia Gold Vendors.

(b) Conditions Precedent

Under the terms of the Acquisition Agreement, completion of the Acquisition (including the issue of the various securities) is subject to satisfaction of conditions precedent including:

• (i) Shareholder approval of the Acquisition and the issue of the securities to the Askia Gold Vendors;

• (ii) due diligence; and

• (iii) a capital raising to raise $1,300,000.

(c) Completion

If Shareholder approval is obtained (pursuant to the passing of Resolution 1) the completion of the Acquisition Agreement (and therefore the acquisition of Askia Gold) will occur as soon as possible following the Meeting.

(d) Post Completion Obligations

Under the terms of the Acquisition Agreement the Company has provided various warranties for 12 months from completion of the transaction including that it will not allot or issue or agree to allot or issue any equity security except on exercise of any existing options and except placing securities under the 15% rule in Listing Rule 7.1 with the consent of the Askia Gold Vendors.

3.3 Placement

The Company further announced on 5 October 2010 it will raise up to $1.3 million (before costs) to selected sophisticated investors through the placement of 65,000,000 million Shares each at an issue price of $0.02 ( Placement ).

The Placement comprises two tranches:

• (a) 15,000,000 Shares were issued on 12 October 2010 to sophisticated investors who are not related parties each at an issue price of $0.02. These Shares were issued pursuant to the Company's 15% capacity under Listing Rule 7.1. The Company is seeking approval to ratify the issue of these Shares in Resolution 4; and

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• (b) 50,000,000 Shares to be issued to sophisticated investors who are not related parties each at an issue price of $0.02. The issue of these Shares is subject to Shareholder approval in Resolution 5.

Funds used from the Placement will be used to fund the development of the Gold Projects.

3.4 Effect of the Acquisition and Placement on the Company

The following table shows the Company's current capital structure (including the 15,000,000 Shares issued on 12 October 2010) and the possible capital structure after the completion of the Acquisition and the Placement.

	Shares	Unlisted Options
Current Securities on issue	117,749,862	-
(1)Securities to be issued to	100,000,000	55,000,000(2)
the Askia Gold Vendors
Placement	50,000,000(3)	-
Total	267,748,796	55,000,000

• (1) The securities to be issued to each of the Askia Gold Vendors is intended to be as follows – Kingslane Pty Ltd 36,000,000 Shares and 20,000,000 Unlisted Options, Precambrian Pty Ltd 18,000,000 Shares and 10,000,000 Unlisted Options, The Purple Bougainvillea Pty Ltd 18,000,000 Convertible Securities and 10,000,000 Unlisted Options, Morou Francois Ouedraogo 18,000,000 Shares and 10,000,000 Consideration Options and a further 10,000,000 Shares to be distributed at the direction of the Askia Gold Vendors.

• (2) Includes 5,000,000 Unlisted Options to be granted to Colbern as an introductory fee in connection with the Acquisition.

• (3) Excludes 15,000,000 Shares issued under the Capital Raising on 12 October 2010.

In the event that the Resource Milestone A and Resource Milestone B are achieved, the Company may elect (at its sole discretion) to issue an additional 30,000,000 Shares in lieu of making the Milestone Payments.

A Proforma Balance Sheet is set out in Schedule 2 which shows the effect of the Acquisition on the balance sheet of the Company.

3.5

Key Risks of the Acquisition

The Acquisition will provide the Company with an opportunity to expand its interests beyond the Latrobe Oil Project in Tasmania to include the Gold Projects which are located in Burkina Faso, West Africa. In addition to the general risks applicable to all investments in listed companies, some of the more material risks associated with seeking to develop the Gold Projects are:

• (a) Exploration, evaluation and development – by its nature, exploration and development of a resource project is a high risk undertaking with no assurance of the economic exploitation of mineral resources.

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• (b) Resources estimation – resource estimations are expressions of judgment which are imprecise.

• (c) Gold price and exchange rate volatility – an adverse movement in the price of gold or relevant exchange rates may adversely affect the development of the Gold Projects.

• (d) Future capital needs – there is no assurance that future funding will be available to the Company to further develop the Gold Projects.

• (e) Political and sovereign risk – In addition to Australia, the Company's operations will be based in Burkina Faso. Burkina Faso is a semi-presidential republic. Burkina Faso has a high sovereign risk where uncertainties may arise due to political instability, corruption, civil strife, poor infrastructure and inconsistent application of law.

• (f) Other factors – there are other risk factors including environmental laws and regulations, reliance on key personnel and title.

3.6 Latrobe Oil Project - Tasmania

Exploration Licence EL20/2004 secures known Tasmanite oil shale occurrences of the Latrobe – Railton district over an area of 61 square kilometres located between Latrobe and Railton in northern Tasmania, 10 kilometres south west of the port of Devonport in Tasmania. EL 20/2004 is valid until 26 November 2011 with no reduction of area required.

The Tasmanite oil shale deposit is different from other Australian oil shales and is a variety unique to Tasmania. Tasmanite oil shale has the advantage over other Australian oil shales in that it can be used as a source of bitumen as well as oil.

The shale is also unique among world oil shales in that its kerogen arises principally from its content of fossil oil spores. Tasmanite has a further advantage over other oil shales in that the spores containing the oil may be physically separated from the waste material.

The Tasmanite Oil Shale horizon within EL 20/2004 has already produced 1.13 million litres of oil from mining operations.

The Company is continuing its programs to identify and examine technologies for the treatment of the oil shale extracted from its Latrobe oil shale project.

3.7 Director's recommendation

The Directors consider that the Acquisition and the Placement is in the best interests of the Company and recommend that Shareholders vote in favour of all Resolutions.

3.8 Geological Information – Competent Person Statement

The information in this Explanatory Memorandum that relates to Exploration Results, is based on information compiled by Mr Kevin Shugg, who is a Member of the Australian Institute of Geoscientists. Mr Kevin Shugg is a consultant to the Company. Mr Kevin Shugg has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a

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Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting on Exploration Results, Mineral Resources and Ore Reserves". Mr Kevin Shugg consents to the inclusion in this Explanatory Memorandum of the matters based on his information in the form and context in which it appears.

4. Resolution 1 – Approval of Acquisition of Askia Gold

4.1 Background

Resolution 1 seeks approval from Shareholders for a change to the scale of the activities of the Company.

Pursuant to the Acquisition Agreement, the acquisition of Askia Gold by the Company is subject to a condition precedent to obtain Shareholder approval.

Resolution 1 is an ordinary resolution. Resolution 1 is subject to the approval of Resolutions 2, 3 and 5.

4.2 Listing Rule 11.1 Requirements

Chapter 11 of the Listing Rules requires Shareholders to approve any significant change in the nature or scale of a company's activities. The completion of the Acquisition by the Company will have the effect of increasing the scale of the Company's activities.

Resolution 1 seeks Shareholder approval to allow the Company to complete the Askia Acquisition thereby increasing the scale of its activities (not its nature).

Where a Company seeks to change the scale of its activities, it must:

• (a) under Listing Rule 11.1.1, notify ASX of the proposed change;

• (b) under Listing Rule 11.1.2, obtain shareholder approval to undertake the change, if required by ASX. The ASX has confirmed that the Company does need to obtain shareholder approval to undertake the change; and

• (c) under Listing Rule 11.1.3, meet the requirements of Chapters 1 and 2 of the Listing Rules as if the Company was applying for admission to the official list of ASX, if required by ASX. The ASX has confirmed that the Company does not need to re-comply with the requirements of chapters 1 and 2 of the Listing Rules.

See Section 3 of this Explanatory Memorandum for further information on the Acquisition and the likely affect that the Acquisition will have on the Company.

A voting exclusion statement is included in the Notice.

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5. Resolution 2 - Authority to Issue Securities to the Askia Gold Vendors

5.1 Background

In accordance with the terms and conditions of the Acquisition Agreement, the Company will acquire 100% interest in Askia Gold through the issue of securities, including Shares and Unlisted Options, to the Askia Gold Vendors. Further details of the securities to be issued are outlined above in Section 3.2.

Resolution 2 deals with the issue of up to 100,000,000 Shares and 50,000,000 Unlisted Options to the Askia Gold Vendors under the terms of the Acquisition Agreement. The Shares and Unlisted Options form part of the total consideration to be issued to the Askia Gold Vendors.

Resolution 2 is an ordinary resolution. Resolution 1 is subject to the approval of Resolutions 1, 3 and 5.

5.2

Listing Rule 7.1 – Shareholder approval of the Securities

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

Given the Shares and Options issued under Resolution 2 will exceed the balance of the 15% threshold and none of the exceptions contained in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.3.

5.3 Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Shares and Unlisted Options and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number of securities the Company can issue under Resolution 2 is 100,000,000 Shares and 50,000,000 Unlisted Options;

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

• (c) the Shares and Unlisted Options will be issued in consideration for the Acquisition and as such no funds will be raised;

• (d) the Shares and Unlisted Options will be issued to the Askia Gold Vendors (or their nominees);

• (e) the Shares to be issued pursuant to Resolution 2 are fully paid ordinary shares and will rank equally with the Company’s existing Shares on issue. The terms and conditions of the Unlisted Options are set out in Schedule 2;

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• (f) the allotment of the Shares and Unlisted Options will occur progressively; and

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

6. Resolution 3 – Authority to Issue Introductory Fee Options

6.1 Background

The Company is obliged to issue 5,000,000 Unlisted Options (issue price of $0.001, exercise price $0.15 and expiry date 31 July 2012) to Colbern (or its nominees) as an introductory fee for the Acquisition with the Askia Gold Vendors.

Resolution 3 deals with the issue of up to 5,000,000 Unlisted Options to Colbern (or its nominees).

Resolution 3 is an ordinary resolution. Resolution 5 is subject to the approval of Resolutions 1, 2 and 5.

6.2 Listing Rule 7.1 – Shareholder approval of the issue of Unlisted Options

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

Shareholder approval is sought in order to preserve the Company's 15% placement capacity in Listing Rule 7.1.

6.3 Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Unlisted Options and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number the Company can issue under Resolution 3 is 5,000,000 Unlisted Options;

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

• (c) the Unlisted Options will be issued with an issue price of $0.001 as an introduction fee for the Acquisition with the Askia Gold Vendors;

• (d) the Unlisted Options will be issued to Colbern (or its nominees);

• (e) the terms of the Unlisted Options are set out in Schedule 1;

• (f) the allotment of the Unlisted Options will occur on one date; and

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

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7. Resolution 4 – Ratification of Placement Shares

7.1 General

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 7.4 of 15,000,000 Shares issued under the Placement to sophisticated investors who are not related parties to the Company. The Shares were issued on 12 October 2010.

The Shares were issued within the 15% annual limit permitted under Listing Rule 7.1, without the need for Shareholder approval. The effect of Shareholders passing Resolution 6 by ratifying the issue of the Shares will be to restore the Company’s ability to issue further capital to the maximum 15% limit during the next 12 months.

Resolution 4 is an ordinary resolution.

7.2 Specific Information required by Listing Rule 7.5

Listing Rule 7.5 requires that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 7.4:

• (a) the number of Shares issued by the Company was 15,000,000;

• (b) the Shares were each issued at $0.02;

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

• (d) the Shares were issued to sophisticated investors who are not related parties to the Company;

• (e) the proceeds from the issue of the Shares will be used for development of the Gold Projects and to provide general working capital; and

• (f) a voting exclusion statement is included in the Notice.

8. Resolution 5 – Authority to Issue Placement Shares

8.1 General

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the allotment and issue of up to 50,000,000 Shares each at an issue price of $0.02 to sophisticated investors who are not related parties to the Company.

Shareholder approval is being sought for issue of the Shares as the issue of the Shares under the Placement exhausted the 15% placement capacity of the Company to issue securities without the approval of Shareholders.

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Resolution 5 is an ordinary resolution. Resolution 5 is subject to the approval of Resolutions 1, 2 and 3.

8.2 Specific Information Required by ASX Listing Rule 7.3

For the purposes of Shareholder approval of the issue of the Shares and the requirements of Listing Rule 7.3, information is provided as follows:

• (a) the maximum number of Shares the Company can issue under this Resolution 5 is 50,000,000;

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

• (c)

• the Shares will each be issued at an issue price of $0.02;

• (d) the Shares will be issued to sophisticated investors who are not related parties to the Company;

• (e) the Shares to be issued are ordinary shares and rank equally with the Company's existing Shares on issue;

• (f) the proceeds from the issue of the Shares will be used for development of the Gold Projects and to provide general working capital;

• (g)

• the allotment of Shares will occur progressively; and

• (h)

• a voting exclusion statement is included in the Notice.

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9. Definition

In this Explanatory Memorandum and Notice:

A$ or $ means Australian Dollars.

Acquisition has the meaning in Section 3.1 of the Explanatory Memorandum.

Askia Gold means has Askia Gold Pty Ltd ACN 138 993 656.

Askia Gold Vendors means Kingslane Pty Ltd (ACN 009 411 410), Precambrian Pty Ltd (ACN 147 169 140), The Purple Bougainvillea Pty Ltd (ACN 147 169 248 and Morou Francois Ouedraogo.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited.

Board means the board of Directors.

Boss Energy and Company means Boss Energy Limited ABN 38 116 834 336.

Colbern means Colbern Fiduciary Nominees Pty Ltd (ACN 008 691 629).

Constitution means the Constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Memorandum means the explanatory memorandum attached to the Notice.

Gold Projects has the meaning in Section 3.1 of the Explanatory Memorandum.

Listing Rules means the listing rules of ASX.

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

Milestone Payment has the meaning in Section 3.2(a) of the Explanatory Memorandum.

Notice means the notice of meeting accompanying the Explanatory Memorandum.

Placement has the meaning given in Section 3.3 of the Explanatory Memorandum.

Proxy Form means the proxy form attached to the Notice.

Resolution means a resolution contained in this Notice.

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Resource Milestone A has the meaning in Section 3.2(a) of the Explanatory Memorandum.

Resource Milestone B has the meaning in Section 3.2(a) of the Explanatory Memorandum.

Schedule means a schedule to this Notice.

Section means a section of the Explanatory Memorandum.

Share or Shares means a fully paid ordinary share in the capital of the Company. Shareholder means a shareholder of the Company.

Unlisted Options means options with the terms and conditions in Schedule 1.

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

In this Notice, words importing the singular include the plural and vice versa.

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Schedule 1 – Terms of Unlisted Options

1. Entitlement

Each option (together the Options ) entitles the holder to subscribe for and be issued one fully paid ordinary share ( Share ) in Boss Energy Limited ( Company ) upon exercise of each Option.

2. Exercise Price and Expiry Date

• (a) The exercise price of each Option is $0.15 ( Exercise Price ).

• (b) The expiry date of each Option is 31 July 2012 ( Expiry Date ).

3. Exercise Period

Each Option is exercisable at any time after the later of the date of grant of the Option and before the Expiry Date.

4. Notice of Exercise

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

5. Shares issued on exercise

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

6. Quotation of Shares on exercise

Application will be made by the Company to ASX for official quotation of the Shares issued upon the exercise of the Options.

7. Timing of issue of Shares

Within 15 Business Days after the later of the following:

• (a) receipt of a Notice of Exercise given in accordance with these terms and conditions and payment of the Exercise Price for each Option being exercised by the Company if the Company is not in possession of excluded information (as defined in section 708A(7) of the Corporations Act); and

• (b) the date the Company ceases to be in possession of excluded information in respect to the Company (if any) following the receipt of the Notice of Exercise and payment of the Exercise Price for each Option being exercised by the Company,

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the Company will:

• (c) allot and issue the Shares pursuant to the exercise of the Options;

• (d) give ASX a notice that complies with section 708A(5)(e) of the Corporations Act or lodge a prospectus with ASIC that qualifies the Shares for resale under section 708A(11) of the Corporations Act; and

• (e) apply for official quotation on ASX of Shares issued pursuant to the exercise of the Options.

8.

Participation in new issues

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

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

9.

Adjustment for bonus issues of Shares

If the Company makes a bonus issue of Shares or other securities to existing Shareholders:

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

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

10. Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (except a bonus issue) the Exercise Price of an Option will be reduced according to the following formula:

==> picture [203 x 28] intentionally omitted <==

O = the old Exercise Price of the Option. E = the number of underlying Shares into which one Option is exercisable. P = average market price (as defined in the ASX Listing Rules) per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

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S =

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

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

N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

11. Adjustments for reorganisation

If there is any reorganisation of the issued share capital of the Company, the rights of the Optionholders will, be varied to the extent necessary to comply with the ASX Listing Rules which apply to the reorganisation at the time of the reorganisation.

12. Quotation of Options

No application for quotation of the Options will be made by the Company.

13. Options Transferable

The Options are transferable provided that the transfer of Options complies with section 707(3) of the Corporations Act.

14. Lodgement Instructions

Cheques shall be in Australian currency made payable to the Company and crossed "Not Negotiable".

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Schedule 2 – Proforma Balance Sheet

CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON CURRENT ASSETS Security Deposits Investments accounted for using the equity method Investment in Askia Gold Exploration and evaluation expenditure TOTAL NON CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Accumulated losses TOTAL EQUITY	Actual 31 October 2010 (Unaudited) $ 459,226 39,460 498,686 25,000 128,338 773,702 927,040 1,425,726 4,912 4,912 1,420,814 14,163,857 (12,743,043) 1,420,814	Proforma 31 October 2010 $ 1,393,226 39,460
		1,432,686
		25,000 128,338 3,000,000 773,702
		3,927,040
		5,359,726
		4,912
		4,912
		5,354,814
		18,097,857 (12,743,043)
		5,354,814

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The assumptions in the proforma balance sheet arising by reason of the Acquisition of Askia Gold are:

1. The acquisition of Askia Gold for $3,000,000 (representing 100,000,000 Shares at 3 cents per Share).

2. The issue of 50,000,000 at 2 cents each to raise $1,000,000 (see Resolution 5).

3. Capital raising costs of $66,000 including GST and the Options the subject of Resolution 3.

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BOSS ENERGY LIMITED ABN 3 8 1 1 6 8 3 4 3 3 6

PROXY FORM

The Company Secretary Boss Energy Limited

By delivery: By post: By facsimile: Suite 24, 18 Stirling Highway Suite 24, 18 Stirling Highway 08 9389 6622 Nedlands, Western Australia Nedlands, Western Australia

I/We[1] ________________

of _____________

being a Shareholder/Shareholders of the Company and entitled to __________

votes in the Company, hereby appoint[2 ] _____________

or failing such appointment the chairman of the general meeting as my/our proxy to vote for me/us on my/our behalf at the general meeting of the Company to be held at the offices of RSM Bird Cameron, 8 St George's Terrace, Perth on 14 February 2011 at 10.00 am (WST) and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes that this proxy is authorised to exercise is * [ ]% of the Shareholder's votes*/ [ ] of the Shareholder's votes. (An additional Proxy Form will be supplied by the Company, on request).

Instructions as to Voting on Resolutions

Important:

The chairman of the meeting intends to vote undirected proxies in favour of all of the Resolutions.

The proxy is to vote for or against the Resolutions referred to in the Notice as follows:

For Against Abstain

Resolution 1 Approval of Acquisition of Askia Gold Resolution 2 Authority to Issue Securities to Askia Gold Vendors Resolution 3 Authority to Issue Introductory Fee Options Resolution 4 Ratification of Placement Shares Resolution 5 Authority to Issue Placement Shares

Authorised signature/s This section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1 Sole Director and Sole Company Secretary _______ Contact Name	Shareholder 2 Director _____ Contact Daytime Telephone	Shareholder 3
		Director/Company Secretary _______ Date

1Insert name and address of Shareholder 2 Insert name and address of proxy

*Omit if not applicable

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Proxy Notes:

A Shareholder entitled to attend and vote at the general meeting may appoint a natural person as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting. If the Shareholder is entitled to cast 2 or more votes at the general meeting the Shareholder may appoint not more than 2 proxies. Where the Shareholder appoints more than one proxy the Shareholder may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the Shareholder's votes. A proxy may, but need not be, a Shareholder of the Company.

If a Shareholder appoints a body corporate as the Shareholder's proxy to attend and vote for the Shareholder at that general meeting, the representative of the body corporate to attend the general meeting must produce the Certificate of Appointment of Representative prior to admission. A form of the certificate may be obtained from the Company's share registry.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign. Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.

Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the general meeting the appropriate 'Certificate of Appointment of Representative' should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the Perth office of the Company (Suite 24, 18 Stirling Highway, Nedlands, Western Australia) or by post to Suite 24, 18 Stirling Highway, Nedlands, Western Australia or Facsimile +61 8 9389 6622 not less than 48 hours prior to the time of commencement of the Meeting (WST).

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