Bass Oil : Notice of General Meeting and Proxy Form

For personal use only

BASS OIL LIMITED

ABN 13 008 694 817

NOTICE OF GENERAL MEETING

The General Meeting of Shareholders will be held on

Friday 8th April 2022 at 11.00am (ACST) at

Johnson, Winter & Slattery's Boardroom,

Level 9, 211 Victoria Square, Adelaide

If you are unable to attend the meeting, please complete the form of proxy enclosed

and return it in accordance with the instructions set out on that form.

For personal use only

BASS OIL LIMITED

ABN 13 008 694 817

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of the Members of Bass Oil Limited ("Company" or "BAS") will be held in Johnson, Winter & Slattery's Boardroom, Level 9, 211 Victoria Square, Adelaide on Friday 8th April 2022 commencing at 11.00am ACST.

The Explanatory Statement that accompanies this Notice forms part of it and provides additional information regarding the business of the meeting.

AGENDA

ORDINARY BUSINESS

Resolution 1: Approval of the Issue of 800,000,000 Shares and 266,666,667 Options pursuant to the Placement

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

"That the issue of up to 800,000,000 Shares together with 266,666,667 Options for the purposes and on the terms and conditions set out in the Explanatory Statement is approved under and for the purposes of Listing Rule 7.1 and for all other purposes."

Further information in relation to this Resolution is set out in Section 2 of the Explanatory Statement which accompanies and forms part of this Notice.

Voting Exclusion Statement for Resolution 1

The Company will disregard any votes cast in favour of Resolution 1 by or on behalf of:

• a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
• an Associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. the beneficiary provides written confirmation to the holder that the beneficiary is not

excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors unanimously recommend that you vote in favour of this Resolution.

For personal use only

Resolution 2: Issue of Options to the Lead Manager of the Placement

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

"That the issue of up to 40,000,000 Options to the Lead Manager of the Placement for the purposes and on the terms and conditions set out in the Explanatory Statement is approved under and for the purposes Listing Rule 7.1 and for all other purposes."

Further information in relation to this Resolution is set out in Section 3 of the Explanatory Statement which accompanies and forms part of this Notice.

Voting Exclusion Statement

The Company will disregard any votes cast in favour of Resolution 2 by or on behalf of:

• a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company); or
• an associate of that person or those persons.

However, this does not apply to a vote cast in favour of a resolution by:

• a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or
• the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or
• a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

1. the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on

the resolution; and

1. the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

The Directors unanimously recommend that you vote in favour of this Resolution.

Resolution 3: Share and Option Consolidation

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

"That, for the purposes of Section 254H of the Corporations Act 2001 (Cth), clause 7 of the Company's Constitution, and for all other purposes, the issued capital of the Company be consolidated on the basis that:

1. every 30 Shares be consolidated into 1 Share; and
2. all Options on issue be adjusted in accordance with Listing Rule 7.22, and

where this consolidation results in a fraction of a Share or Option being held, the Company be authorised to round that fraction down to the nearest whole Share or Option, with such consolidation to take effect in accordance with the timetable set out in the Explanatory Statement."

Further information in relation to this Resolution is set out in Section 4 of the Explanatory Statement which accompanies and forms part of this Notice.

The Directors unanimously recommend that you vote in favour of this Resolution.

For personal use only

By order of the Board

P F Mullins

Chairman

9 March 2022

For personal use only

VOTING INFORMATION AND NOTES

1. Proxies
   Online: www.linkmarketservices.com.auLogin to the Link website using the holding details as shown on the Proxy Form. Select 'Voting' and follow the prompts to lodge your vote. To use the online lodgement facility, securityholders will need their "Holder Identifier" (Securityholder
   Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).
   by mail:
   Bass Oil Limited
   C/- Link Market Services Limited Locked Bag A14
   Sydney South NSW 1235 Australia
   by fax:
   [phone]
   by hand:
   delivering it to Link Market Services Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150 or Level 12, 680 George Street, Sydney NSW 2000
   Chairman acting as proxy
   Shareholders may appoint the Chairman of the meeting as their proxy.
   Where the Chairman is appointed as a proxy by a Shareholder entitled to cast a vote on a particular resolution and the proxy form specifies how the Chairman is to vote on the resolution (that is, a directed proxy), the Chairman must vote in accordance with that direction.
   In respect of proxies where no voting direction has been given (undirected proxies), the Chairman intends to vote all available proxies in favour of each resolution.
2. Entitlement to vote at the meeting
   For the purpose of the meeting, shares in the Company will be taken to be held by those persons who are registered holders at 11.00am ACST on Wednesday, 6th April 2022. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.
3. Quorum
   The Constitution of the Company provides that five or more members present at the meeting and entitled to vote on a resolution at the meeting will constitute a quorum.