BOSS ENERGY LTD — Proxy Solicitation & Information Statement 2012

Jun 28, 2012

BOSS RESOURCES LIMITED

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 11am (WST) on Monday 30 July 2012 at the Suite 23, 513 Hay Street, Subiaco, WA.

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

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by telephone on +61 (08) 9388 8812

BOSS RESOURCES LIMITED ABN 38 116 834 336

NOTICE OF GENERAL MEETING

Notice is hereby given that the general meeting of shareholders of Boss Resources Limited ( Company ) will be held at 11am (WST) on Monday 30 July 2012 at Suite 23, 513 Hay Street, Subiaco, WA ( Meeting ).

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

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders on at 5:00pm (WST) on 28 July 2012.

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

AGENDA

1. Resolution 1 – Election of Mr Evan Cranston as a Director

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

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

2. Resolution 2 – Ratification of First Tranche Placement

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

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 46,432,479 Shares each at an issue price of $0.06 as set out in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who participated in the First Tranche Placement.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

3. Resolution 3 – Approval of Second Tranche Placement

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 36,900,855 Shares each at an issue price of $0.06 as set out in the Explanatory Memorandum."

Voting Exclusion

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

However, the Company need not disregard a vote if:

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

• (b) it is cast by the person Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

4. Resolution 4 – Approval for Mr Leigh Ryan to participate in the Second Tranche Placement

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

"That, subject to Resolution 3 and pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 500,000 Shares under the Second Tranche Placement to Mr Leigh Ryan and/or his nominees on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Leigh Ryan, his nominees and any of his associates.

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 Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Authority to Issue SPP Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 8,333,333 Shares each at an issue price of $0.06 ( SPP Shares ) pursuant to the Share Purchase Plan on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with a waiver from ASX, the Company will disregard the votes cast on Resolution 5 by persons who have subscribed for or have lodged an application for the Shortfall Shares.

6. Resolution 6 – Authority to Issue Shortfall Shares

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

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 8,333,333 Shares each at an issue price of $0.06 pursuant to any shortfall under the Share Purchase Plan ( Shortfall Shares ) on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the issue of the Shortfall Shares and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this 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 Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

7. Resolution 7 – Approval for Directors to participate in the Share Purchase Plan

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

"That, pursuant to and in accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 750,000 Shares under the Share Purchase Plan to the Directors who are eligible to participate in the Share Purchase Plan and/or their nominees on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors who are eligible to participate in the Share Purchase Plan and any of their associates.

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 Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. Resolution 8 – Authority to Grant Options to Konkera Pty Ltd

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

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the grant of 15,000,000 Options to Konkera Pty Ltd, an entity associated with Mr Evan Cranston, or its nominees, on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Evan Cranston, his nominees and any of his associates.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

9. Resolution 9 – Authority to Grant Options to Mr Leigh Ryan

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

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the grant of 7,500,000 Options to Mr Leigh Ryan and/or his nominees on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Leigh Ryan, his nominees and any of his associates.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

10. Resolution 10 – Authority to Grant Options to Mr Robert Grover

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

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the grant of 3,000,000 Options to Mr Robert Grover and/or his nominees on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Robert Grover, his nominees and any of his associates.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

11. Resolution 11 – Authority to Grant Options to Mr Tom Grove

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

"That, pursuant to and in accordance with Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, Shareholders authorise and approve the grant of 3,000,000 Options to Mr Tom Grove and/or his nominees on the terms and conditions in the Explanatory Memorandum.”

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Mr Tom Grove, his nominees and any of his associates.

However, the Company need not disregard a vote if:

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

• (b) it is cast by the Chairman as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, a member of the Key Management Personnel and their Closely Related Parties who are appointed as a proxy will not vote on this Resolution unless:

• (a) the appointment specifies the way the proxy is to vote on this Resolution; or

• (b) the proxy is the Chairman and the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

12. Resolution 12 – Section 195 Approval

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

"That, for the purposes of section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Directors to complete the transaction as contemplated in this Notice."

Dated 29 June 2012

By Order of the Board

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Patrick Soh Company Secretary

ABN 38 116 834 336

BOSS RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

This Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at 11am (WST) on Monday 30 July 2012 at the Suite 23, 513 Hay Street, Subiaco, WA.

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

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

2. Action to be taken by Shareholders

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

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

3. Background

3.1 Capital Raising

As announced on 17 May 2012, the Company is undertaking a capital raising to raise up to $5 million (before costs) through a placement of 83,333,334 Shares at $0.06 per Share ( Placement Price ) to various institutional and sophisticated investors in Australia ( Placement ).

The Company also intends to undertake a share purchase plan, where Eligible Shareholders will be given the opportunity to subscribe for Shares at the same price as the Placement Price up to a total investment of $15,000 per Eligible Shareholder ( Share Purchase Plan ). See Sections 3.3 and 3.4 for further information in respect of the Share Purchase Plan and the potential shortfall placing.

3.2 Placement

The Placement will be undertaken in two tranches as follows:

• (a) tranche 1 consists of the issue of 46,432,479 Shares ( First Tranche Shares ) at Placement Price to various institutional and sophisticated investors in Australia to raise approximately $2.78 million (before costs) ( First Tranche Placement ); and

• (b) tranche 2 consists of the issue of 36,900,855 Shares ( Second Tranche Shares ) at the Placement Price to various institutional and sophisticated investors in Australia to raise approximately $2.22 million (before costs) ( Second Tranche Placement ).

The First Tranche Shares were issued prior to the date of the Meeting and were issued under the Company's 15% placement capacity under Listing Rule 7.1. Resolution 2 seeks Shareholder approval for the ratification of the issue of the First Tranche Shares.

The issue of the Second Tranche Shares is subject to Shareholder approval. Resolution 3 seeks this approval.

3.3 Share Purchase Plan

Under the Share Purchase Plan, each Eligible Shareholder will be offered the opportunity to subscribe for a maximum of 250,000 Shares each at an issue price of $0.06 (being the same price as the Placement Price) for a total consideration of $15,000. The issue price of $0.06 constitutes a 25% discount from the average market price of Shares sold on ASX during the previous five trading days ending 16 May 2012 (being the day before the announcement of the Share Purchase Plan).

The Company intends to issue up to 833,333,333 SPP Shares to raise up to an aggregate amount of $500,000 (before costs).

The terms of the Share Purchase Plan are detailed in the Company's letter to Shareholders dated on or about the date of this Notice.

Listing Rule 7.2 Exception 15 provides that a company can issue securities pursuant to a share purchase plan without shareholder approval under Listing Rule 7.1 provided:

• (a) the number of securities to be issued is not greater than 30% of the number of fully paid ordinary securities already on issue; and

• (b) the issue price must be at least 80% of the average market price for the securities over the last five days before:

• (i) announcement of securities purchase plan was made; or

• (ii) issue of the securities under the share purchase plan.

Shareholder approval for the issue of the SPP Shares is being sought under Listing Rule 7.1 as the issue price of the SPP Shares of $0.06 does not satisfy paragraph 3.3(b)(i) above and the Company cannot guarantee that paragraph 3.3(b)(ii) above will be satisfied at the date of the issue of the SPP Shares.

Resolution 5 seeks Shareholder approval for the issue of up to 833,333,333 SPP Shares on the terms set out in the Share Purchase Plan. Refer to Sections 10 and 8.3 in respect to Directors' participation in the Share Purchase Plan and the ability of Shareholders to vote in respect to Resolution 5 (respectively).

If Shareholders do not approve Resolution 5 but:

• (a) on the date of the issue of the SPP Shares the requirement in paragraph 3.3(b)(ii) above is satisfied, the Company will proceed with the issue of the Shares under the Share Purchase Plan as Listing Rule 7.2 Exception 15 will apply; or

• (b) approve Resolution 2, the Company intends to issue the SPP Shares to the extent it is able under the Company's 15% placement capacity in accordance with Listing Rule 7.1. If required, the Company will scale back applications in such manner as the Directors see fit.

3.4 Shortfall Shares under the Share Purchase Plan

The Share Purchase Plan is not underwritten and any shortfall under the Share Purchase Plan will be placed at a price not less than the issue price of the SPP Shares by the Directors at their sole discretion.

Resolution 6 seeks Shareholder approval for the issue of up to 833,333,333 Shortfall Shares to persons who are sophisticated or professional investors under section 707(8) and (11) of the Corporations Act and who are not related parties or associates of a related party of the Company at the Directors' absolute discretion.

If Shareholders do not approve Resolution 6 but approve Resolution 2, the Company may elect to issue the Shortfall Shares to the extent it is able under the Company's 15% placement capacity in accordance with Listing Rule 7.1.

3.5 Timetable

The timetable in relation the Share Purchase Plan is as follows:

Event	Date
Record Date for the Share Purchase Plan	16 May 2012
Share Purchase Plan Offer document despatch date	29 June 2012
Opening Date of the Share Purchase Plan	29 June 2012
Closing Date of the Share Purchase Plan	19 July 2012
General Meeting	30 July 2012
SPP Shares issue and allotment date	31 July 2012
SPP Shares holding statements despatch date	1 August 2012
SPP Shares quoted on ASX	2 August 2012

*These dates are indicative only. The Directors reserve the right to vary the date for the Share Purchase Plan at their discretion. Should this occur then there will be a consequential effect on the anticipated date of issue and normal trading of SPP Shares and Shortfall Shares.

4. Resolution 1 – Election of Mr Evan Cranston as a Director

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

Resolutions 1 is an ordinary resolution.

Mr Cranston was recently the executive director – corporate of Ampella Mining Limited where he was responsible for all corporate and administration activities during a time where Ampella’s market capitalisation increased from $5 million to in excess of $600 million in less than 2 years.

He is a corporate lawyer with over 8 years’ experience. He has extensive experience in the areas of public listed entities including capital raisings, initial public offerings and liaison with market analysts and potential investors, together with Corporate Governance, the Australian Securities Exchange’s Listing Rules and the Corporations Act.

5. Resolution 2 – Ratification of First Tranche Placement

5.1 General

Resolution 2 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of 46,432,479 Shares under the First Tranche Placement to various sophisticated and institutional investors in Australia who are not related parties or associates of related parties of the Company.

5.2

Listing Rule 7.4

The First Tranche Shares issued under the First Tranche Placement 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 2 by ratifying the issue of the First Tranche Shares will be to restore the Company’s ability to issue further securities, to the extent of 46,432,479 Shares, during the next 12 months.

Resolution 2 is an ordinary resolution.

5.3

Specific information required by Listing Rule 7.5

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

• (a) 46,432,479 First Tranche Shares were issued as follows:

• (i) 42,265,794 Shares were issued on 25 May 2012; and

• (ii) 4,166,685 Shares were issued prior to the date of the Meeting.

• (b) The First Tranche Shares were issued at $0.06 per Share.

• (c) The First Tranche 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 First Tranche Shares were allotted to institutional and sophisticated investors in Australia and who are not related parties or associates of related parties of the Company.

• (e) The proceeds from the Placement will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

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

6. Resolution 3 – Approval of Second Tranche Placement

6.1 General

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 36,900,855 Shares under the Second Tranche Placement at an issue price of $0.06 per Share to various sophisticated and institutional investors in Australia who are not related parties or associates of related parties of the Company and to Mr Leigh Ryan.

The Second Tranche Placement will be made on the same terms as the First Tranche Placement.

6.2 Listing Rules 7.1

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

Given the issue of the Second Tranche Shares under Resolution 3 will exceed this 15% threshold and none of the exceptions in Listing Rule 7.2 apply, Shareholder approval is required in accordance with Listing Rule 7.1.

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

Resolution 3 is an ordinary resolution.

6.3 Specific information required by Listing Rule 7.3

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

• (a) The maximum number of Shares to be issued under Resolution 3 is 36,900,855 Shares.

• (b) The Company will issue and allot the Second Tranche 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 Second Tranche Shares will be allotted at an issue price of $0.06 each.

• (d) The Second Tranche Shares will be allotted to various sophisticated and institutional investors in Australia who are not related parties or associates of related parties of the Company and to Mr Leigh Ryan.

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

• (f) The proceeds from the Placement will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

• (g) The allotment of the Second Tranche Shares will occur progressively.

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

7. Resolution 4 - Approval for Mr Leigh Ryan to participate in the Second Tranche Placement

7.1 General

Resolution 4 seeks the approval of Shareholders pursuant to Listing Rule 10.11 to enable Mr Leigh Ryan (or his nominee) to participate in the Second Tranche Placement on the same terms and conditions as offered to other subscribers under the Second Tranche Placement.

Subject to obtaining the approval of Shareholders, 500,000 Second Tranche Shares will be issued to Mr Leigh Ryan.

7.2 Listing Rule 10.11

Shareholder approval is required under Listing Rule 10.11 because Mr Leigh Ryan by reason of his position as a Director is a related party of the Company.

Listing Rule 10.11 restricts the Company's ability to issue securities to a related party unless approval is obtained from Shareholders. The effect of passing Resolution 4 will be to allow the Company to issue up to 500,000 Second Tranche Shares to Mr Leigh Ryan (or his nominee) during the month after the Meeting (or a longer period, if allowed by ASX) without breaching Listing Rule 10.11 or using up the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders do not approve Resolution 4, Mr Leigh Ryan (or his nominee) will be not issued any Shares under the Second Tranche Placement.

Resolution 4 is an ordinary resolution and will not take effect unless Resolution 3 is also passed.

7.3 Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the following information is provided in relation to obtaining Shareholder approve to authorise Mr Leigh Ryan to participate in the Second Tranche Placement:

• (a) The Shares will be issued to Mr Leigh Ryan (or his nominee).

• (b) The maximum number of Shares to be issued to Mr Leigh Ryan (or his nominee) is 500,000 Shares.

• (c) The Company will issue the Second Tranche Shares to Mr Leigh Ryan (or his nominee) no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d) The Second Tranche Shares will be issued at $0.06 each and are fully paid ordinary Shares and rank equally with the existing Shares on issue.

• (e) A voting exclusion statement is included in this Notice.

• (f) The proceeds from the Placement will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

8. Resolution 5 – Authority to Issue SPP Shares

8.1 General

Pursuant to the Share Purchase Plan, each Eligible Shareholder will be offered the opportunity to subscribe for a maximum of 250,000 Shares each at an issue price of $0.06 for a total consideration of $15,000.

The Company intends to issue up to 8,333,333 Shares under the Share Purchase Plan to raise up to an aggregate amount of $500,000 (before costs).

8.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 6.2 above.

Shareholder approval for the issue of the SPP Shares is being sought under Listing Rule 7.1 as the issue price of the SPP Shares of $0.06 does not satisfy one of the requirements of Listing Rule 7.2 Exception 15 (as set out Section 3.3(b)(i) above) and the Company cannot guarantee that the other requirement set out in Section 3.3(b)(ii) will be satisfied at the date of the issue of the SPP Shares. Refer to Section 3.3 for further details.

Accordingly, Resolution 5 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 8,333,333 Shares on the terms set out in the Share Purchase Plan.

The effect of passing Resolution 5 will be to allow the Directors to issue the SPP Shares to Eligible Shareholders during the three month period after the Meeting (or a longer period, if allowed by ASX) without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders do not approve Resolution 5 but:

• (a) on the date of the issue of the SPP Shares the requirement in Section 3.3(b)(ii) is satisfied, the Company will proceed with the issue of the Shares under the Share Purchase Plan as Listing Rule 7.2 Exception 15 will apply; or

• (b) approve Resolution 2, the Company intends to issue the SPP Shares to the extent it is able under the Company's 15% placement capacity in accordance with Listing Rule 7.1. If required, the Company will scale back applications in such manner as the Directors see fit.

Resolution 5 is an ordinary resolution.

8.3

Voting Exclusion

ASX has granted a waiver of Listing Rule 7.3.8 in relation to Resolution 5 to permit Eligible Shareholders (being persons who have an interest in passing of Resolution 5 and are ordinarily precluded from voting in respect of Resolution 5) to be able to vote on Resolution 5. In accordance with the waiver from ASX, the Company will disregard the votes cast on Resolution 5 by those persons who have subscribed for and who have lodged an application for the Shortfall Shares.

8.4 Specific Information Required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided for the purposes of obtaining Shareholder approval for the issue of the SPP Shares:

• (a) The maximum number of Shares the Company can issue under Resolution 5 is 8,333,333 Shares.

• (b) The SPP Shares will be issued no later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (c) The SPP Shares will be issued at a price of $0.06 per Share (being the same price as the Placement Price).

• (d) The SPP Shares will be issued to those Eligible Shareholders who participate in the Share Purchase Plan.

• (e) The SPP Shares to be issued are fully paid ordinary Shares and rank equally with the Company's existing Shares on issue.

• (f) The funds raised from the Share Purchase Plan will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

• (g) The allotment of the SPP Shares will occur progressively.

• (h) In accordance with a waiver from ASX, a voting exclusion statement is included in the Notice.

9. Resolution 6 – Authority to Issue Shortfall Shares

9.1 General

Resolution 6 seeks Shareholder approval for the issue of up to 8,333,333 Shortfall Shares to persons who are sophisticated or professional investors under section 707(8) and (11) of the Corporations Act and who are not related parties or associates of a related party of the Company. The Shortfall Shares will be issued at the same price as the SPP Shares offered under the Share Purchase Plan.

The Shortfall Shares will only be issued to the extent that there is a shortfall in the subscription of the SPP Shares by Eligible Shareholders. The total number of Shortfall Shares that will be issued under this Resolution will not exceed the number of SPP Shares not subscribed for by Eligible Shareholders under the Share Purchase Plan.

9.2 Listing Rule 7.1

A summary of Listing Rule 7.1 is set out in Section 6.2 above.

Listing Rule 7.2 Exception 15 which provides an exception to Listing Rule 7.1 for the issue of shares under a share purchase plan does not apply to the issue of the Shortfall Shares.

Accordingly, Resolution 6 seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of the Shortfall Shares to persons who are sophisticated or professional investors under section 707(8) and (11) of the Corporations Act and who are not related parties or associates of a related party of the Company.

The effect of passing Resolution 6 will be to allow the Directors to issue the Shortfall Shares during the three month period after the Meeting (or a longer period, if allowed by ASX) in the event there is a shortfall in the subscription of the SPP Shares by Eligible Shareholders without using up the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders do not approve Resolution 6 but approve Resolution 2, the Company may elect to issue the Shortfall Shares to the extent it is able under the Company's 15% placement capacity in accordance with Listing Rule 7.1.

Resolution 6 is an ordinary resolution.

9.3 Specific Information Required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided for the purposes of obtaining Shareholder approval for the issue of the Shortfall Shares:

• (a) The maximum number of Shares the Company can issue under Resolution 6 is 8,333,333 Shares.

• (b) The Shortfall Shares will be issued no later than three months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (c)

• The Shortfall Shares will be issued at a price of $0.06 each.

• (d) The Shortfall Shares will be issued to persons who are sophisticated or professional investors under section 707(8) and (11) of the Corporations Act and who are not related parties or associates of a related party of the Company.

• (e) The Shortfall Shares to be issued are fully paid ordinary Shares and rank equally with the Company's existing Shares.

• (f) The funds raised from the issue of the Shortfall Shares will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

• (g) The issue of the Shortfall Shares will occur progressively.

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

10. Resolution 7 – Approval for Directors to participate in the Share Purchase Plan

10.1 General

Resolution 7 seeks the approval of Shareholders pursuant to Listing Rule 10.11 to enable the Directors who are Eligible Shareholders to participate in the Share Purchase Plan on the same terms and conditions as offered to other participants under the Share Purchase Plan.

Subject to obtaining the approval of Shareholders, up to 750,000 SPP Shares may be issued to the Directors (or their nominees) as follows:

Director (or nominee)	Number of Shares
Mr Robert Grover	250,000
Mr Tom Grove	250,000
Mr Leigh Ryan	250,000
Total	750,000

10.2 Listing Rule 10.11

Shareholder approval is required under Listing Rule 10.11 because Messrs Grover, Grove and Ryan by reason of their position as Directors are related parties of the Company and Listing Rule 10.11 Exception 8 does not apply for the same reasons that Listing Rule 7.1 Exception 15 does not apply (refer to Section 3.3 for further details).

Listing Rule 10.11 restricts the Company's ability to issue securities to a related party unless approval is obtained from Shareholders. The effect of passing Resolution 7 will be to allow the Company to issue up to 750,000 SPP Shares to Messrs Grover, Grove and Ryan (or their nominees) during the month after the Meeting (or a longer period, if allowed by ASX) without breaching Listing Rule 10.11 or using up the Company's 15% placement capacity under Listing Rule 7.1.

If Shareholders do not approve Resolution 7, Messrs Grover, Grove and Ryan (or their nominees) will not participate in the Share Purchase Plan.

Resolution 7 is an ordinary resolution.

10.3

Specific information required by Listing Rule 10.13

Pursuant to and in accordance with Listing Rule 10.13 the following information is provided in relation obtaining Shareholder approve to authorise Messrs Grover, Grove and Ryan to participate in the Share Purchase Plan:

• (a) The SPP Shares will be issued to Messrs Grover, Grove and Ryan (or their nominees).

• (b) The maximum number of Shares to be issued to Messrs Grover, Grove and Ryan (or their nominees) under the Share Purchase Plan is 750,000 Shares in proportion as set out in Section 10.1.

• (c) The Company will issue the SPP Shares no later than 1 month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d) The SPP Shares will be issued at $0.06 each, being the same price as the Placement Price, and are fully paid ordinary Shares and rank equally with the existing Shares on issue.

• (e) A voting exclusion statement is included in this Notice.

• (f) The proceeds from the Share Purchase Plan will be used toward furthering the Company's exploration activities, in particular in Burkina Faso and for working capital purposes.

11. Resolutions 8 to 11 (inclusive) – Authority to Grant Options to Directors

11.1 General

Resolutions 8 to 11 seek Shareholder approval in accordance with Listing Rule 10.11 and Chapter 2E of the Corporations Act for the grant of Options to Konkera Pty Ltd (an entity associated with Mr Evan Cranston) and to each of Messrs Leigh Ryan, Robert Grover and Tom Grove (or their nominees) as follows:

Directors (or their nominees)	No. of Options
Konkera Pty Ltd (an entity associated with Mr Evan Cranston)	15,000,000 Options comprising of: (a) 5,000,000 Class A Options; (b) 5,000,000 Class B Options; (c) 5,000,000 Class C Options.
Mr Leigh Ryan	7,500,000 Options comprising of: (a) 2,500,000 Class A Options; (b) 2,500,000 Class B Options; (c) 2,500,000 Class C Options.
Mr Robert Grover	3,000,000 Options comprising of: (a) 1,000,000 Class A Options; (b) 1,000,000 Class B Options; (c) 1,000,000 Class C Options.
Mr Tom Grove	3,000,000 Options comprising of: (a) 1,000,000 Class A Options; (b) 1,000,000 Class B Options; (c) 1,000,000 Class C Options.

The purpose of the grant of the Options to Directors is for the Company to retain directors of high calibre and to provide cost effective remuneration to the Directors for their ongoing commitment and contribution to the Company in their role as Directors.

The Board does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed. If the Options are not granted, the Company could remunerate the Directors for additional amounts of cash. However, the Board considers it reasonable for the remuneration of the Directors to have a cash component and an equity component to further align the Directors’ interests with Shareholders and maintain a strong cash position for the Company.

The Company acknowledges that the grant of the Options to non-executive Directors is contrary to recommendation 8.2 of the Corporate Governance Principles and Recommendations. However, the Board considers the grant of Options in Resolution 11 to be reasonable in the circumstances given the Company's size, stage of development, and the need to attract and retain directors of high calibre, whilst still maintaining a cash reserve.

11.2 Listing Rule 10.11 and section 208 of the Corporations Act

Pursuant to Listing Rule 10.11, a related party of a listed company is precluded from participating in any issue of securities in the company without the prior approval of shareholders.

Pursuant to section 208 of the Corporations Act, a listed company must obtain shareholder approval before giving a financial benefit to a related party.

A “related party” for the purposes of the Corporations Act is defined widely and includes a director of a public company and former directors of a public company.

A “financial benefit” for the purposes of the Corporations Act has a very wide meaning. It includes the public company paying money or issuing securities to the related party. In determining whether or not a financial benefit is being given, it is necessary to look to the economic and commercial substance and effect of what the public company is doing (rather than just the legal form). Any consideration which is given for the financial benefit is to be disregarded, even if it is full or adequate.

Each of Messrs Cranston, Ryan, Grover and Grove are regarded as related parties of the Company by reason of their position as Directors.

Furthermore, Shareholder approval of the grant of the Options means that the grant of the Options will not reduce the Company's 15% placement capacity under Listing Rule 7.1.

The Chairman will cast all available proxies in favour of Resolutions 8 to 11 (inclusive).

11.3 Specific information required by Listing Rule 10.13 and section 219 of the Corporations Act

Listing Rule 10.13 and section 219 of the Corporations Act require that the following information be provided to Shareholders for the purposes of obtaining Shareholder approval pursuant to Listing Rule 10.11 and Chapter 2E of the Corporations Act:

• (a) The Options will be granted to Konkera Pty Ltd (an entity associated with Mr Evan Cranston) and to each of Messrs Ryan, Grover and Grove (or their nominees).

• (b) The maximum number of Options to be granted to Konkera Pty Ltd (an entity associated with Mr Evan Cranston) and to each of Messrs Ryan, Grover and Grove (or their nominees) is as follows:

Directors (or their nominees)	No. of Options
Konkera Pty Ltd (an entity associated with Mr Evan Cranston)	15,000,000 Options comprising of: (a) 5,000,000 Class A Options; (b) 5,000,000 Class B Options; (c) 5,000,000 Class C Options.
Mr Leigh Ryan	7,500,000 Options comprising of: (a) 2,500,000 Class A Options; (b) 2,500,000 Class B Options; (c) 2,500,000 Class C Options.
Mr Robert Grover	3,000,000 Options comprising of: (a) 1,000,000 Class A Options; (b) 1,000,000 Class B Options; (c) 1,000,000 Class C Options.
Mr Tom Grove	3,000,000 Options comprising of: (a) 1,000,000 Class A Options; (b) 1,000,000 Class B Options; (c) 1,000,000 Class C Options.

(c) The Company will grant the Options no later than one (1) month after the date of the Meeting (or such longer period of time as ASX may in its discretion allow).

• (d)

Each Option will be granted for nil cash consideration.

• (e) The Options will be granted to Konkera Pty Ltd (an entity associated with Mr Cranston) and to each of Messrs Ryan, Grover and Grove (or their nominees) in 3 classes with the exercise price and the expiry date as follows:

Option Class	Exercise Price	Expiry Date
Class A	$0.11	3 years after the date of the issue
Class B	$0.13	3 years after the date of the issue
Class C	$0.15	3 years after the date of the issue

(f) Upon exercise of the Options, the Shares issued will rank pari passu with the Company’s existing Shares on issue. Further terms and conditions of the Options are in Schedule 2.

• (g) Mr Cranston has an interest in Resolution 8 and therefore believes it inappropriate to make a recommendation. The other Directors each recommend the grant of the 15,000,000 Options to Konkera Pty Ltd (an entity

associated with Mr Cranston) as it aligns the interests of the Company and Mr Cranston to maximise Shareholder value.

• (h) Mr Ryan has an interest in Resolution 9 and therefore believes it inappropriate to make a recommendation. The other Directors each recommend the grant of the 7,500,000 Options to Mr Ryan as it aligns the interests of the Company and Mr Ryan to maximise Shareholder value.

• (i) Mr Grover has an interest in Resolution 10 and therefore believes it inappropriate to make a recommendation. The other Directors each recommend the grant of the 3,000,000 Options to Mr Grover as it aligns the interests of the Company and Mr Grover to maximise Shareholder value.

• (j) Mr Grove has an interest in Resolution 11 and therefore believes it inappropriate to make a recommendation. The other Directors each recommend the grant of the 3,000,000 Options to Mr Grove as it aligns the interests of the Company and Mr Grove to maximise Shareholder value.

• (k) A voting exclusion statement is included for each of the Resolutions 8 to 11 (inclusive) in the Notice.

• (l) No funds will be raised by the grant of the Options as the Options are being granted for nil cash consideration.

• (m) On the basis of the assumptions below, the Company has determined the technical value of one Class A Option approximates 2.82 cents, one Class B Option approximates 2.60 cents and one Class C Option approximates 2.42 cents. This valuation imputes a total value of $392,000 to the 15,000,000 Options to be granted to Konkera Pty Ltd, $196,000 to the 7,500,000 Options to be granted to Mr Leigh Ryan, $78,400 to the 3,000,000 Options to be granted to Mr Robert Grover and $78,400 to the 3,000,000 Options to be granted to Mr Tom Grove. The value may go up or down after that date as it will depend on the future price of a Share. Black & Scholes methodology has been used, together with the following assumptions:

• (i) interest rate set at the Australian Government 3 year bond rate of 2.5675%;

• (ii) the date of valuation is for the purposes of settling the current market value of a Share is 16 May 2012;

• (iii) at this date the Share price was $0.06 which is the price used in the valuation;

• (iv) the estimated volatility used in the valuation is 93.75%;

• (v) for the purposes of the valuation, the Company is not expected to pay a dividend during the life of the Options; and

• (vi) the Options will be exercisable upon grant.

(n) The current relevant interests in security holdings of Messrs Cranston, Ryan, Grover and Grove are specified as follows:

Director	Shares	Options
Mr Evan Cranston	-	-
Mr Leigh Ryan	3,000,000	2,000,000
Mr Robert Grover	7,571,301	-
Mr Tom Grove	2,500,000	-

(o) The remuneration and emoluments from the Company to the Directors for both the current financial year and previous financial year are set out below:

	Current Financial Year(1)	Current Financial Year(1)	Previous Financial Year	Previous Financial Year
Director	Salary and Fees $	Superannuation $	Salary and Fees $	Superannuation $
Mr Evan Cranston	-	-	-	-
Mr Leigh Ryan	238,333	21,450	43,333	3,900
Mr Robert Grover	59,167	-	115,000	-
Mr Tom Grove	35,000		174,300~~(2)~~

(1) Financial year to date (1 July 2011 – 31 May 2012).

(2) Amount includes consulting fees of $119,200 billed.

• (p) If the Shareholders approve the issue of the Options, the exercise of those Options will result in a dilution of all other Shareholders' holdings in the Company of:

• (i) 7.49% based on issued Shares as at the date of this Notice;

• (ii) 5.95% on a fully diluted basis (including the Options to be issued pursuant to Resolutions 8 to 11 (inclusive)).

• (q) The market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company.

As at the date of this Notice the Share price of the Shares are trading on ASX lower than the exercise price of the Options.

(r) Historical share price information for the last three months is as follows:

	Close Price	Date
Highest	$0.12	2 March 2012
Lowest	$0.051	8 June 2012
Last	$0.055	13 June 2012

• (s) Other than the information above and otherwise in this Explanatory Memorandum, the Company believes that there is no other information that would be reasonably required by Shareholders to pass Resolutions 8 to 11 (inclusive).

• (t) The Chairman will cast all available proxies in favour of each of Resolutions 8 to 11.

12. Resolution 12 – Section 195 Approval

Section 195 of the Corporations Act essentially provides that a director of a public company may not vote or be present during meetings of directors when matters in which that director holds a “material personal interest” are being considered.

The Directors may have a material personal interest in the outcome of Resolutions 8 to 11 (inclusive). In the absence of this Resolution 12, the Directors may not be able to form a quorum at directors meetings necessary to carry out the terms of Resolutions 8 to 11 (inclusive). The Directors have accordingly exercised their right under section 195(4) of the Corporations Act to put the issue to Shareholders to resolve.

Schedule 1 - Definitions

In this Explanatory Memorandum and Notice:

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

Board means the board of Directors.

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

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

Class A Options means the Options to be issued on the relevant terms and conditions in Schedule 2.

Class B Options means the Options to be issued on the relevant terms and conditions in Schedule 2.

Class C Options means the Options to be issued on the relevant terms and conditions in Schedule 2.

Closely Related Party means:

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

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

Company means Boss Resources Limited ABN 38 116 834 336.

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

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

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

Explanatory Memorandum means the explanatory memorandum to the Notice.

First Tranche Placement has the meaning given in Section 3.2.

First Tranche Shares has the meaning given in Section 3.2.

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

Listing Rules means the listing rules of ASX.

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

Notice means this notice of meeting.

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

Placement has the meaning given in Section 3.1.

Placement Price has the meaning given in Section 3.1.

Proxy Form means the proxy form attached to the Notice.

Record Date means 5:00pm (AWST) on the date identified in Section 3.5.

Resolution means a resolution contained in this Notice.

Schedule means a schedule to this Notice.

Second Tranche Placement has the meaning given in Section 3.2.

Second Tranche Shares has the meaning given in Section 3.2.

Section means a section in the Explanatory Memorandum.

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

Shareholder means a shareholder of the Company.

Share Purchase Plan has the meaning given in Section 3.1 of the Explanatory Memorandum.

Shortfall Shares has the meaning given in Resolution 6.

SPP Shares has the meaning given in Resolution 5.

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.

Schedule 2 – Terms and Conditions of Options

Each Option entitles the holder to subscribe for Shares on the following terms and conditions:

1. Each Option gives the Optionholder the right to subscribe for one Share. To obtain the right given by each Option, the Optionholder must exercise the Options in accordance with the terms and conditions of the Options.

2. The Options will expire at 5:00 pm (WST) on 3 years after the date of issue ( Expiry Date ). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

4. The exercise price ( Exercise Price ) of the Options are as follows:

Option Class	Exercise Price
Class A	$0.11
Class B	$0.13
Class C	$0.15

1. An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

2. (a) a written notice of exercise of Options specifying the number of Options being exercised; and

3. (b) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised ( Exercise Notice ).

4. An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

5. Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

6. All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

7. The Company will not apply for quotation of the Options on ASX.

8. If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

9. There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

10. An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

12. An Option shall not be transferable.