BASS OIL LIMITED ACN 008 694 817 RIGHTS ISSUE PROSPECTUS For a pro-rata, non-renounceable rights issue to Eligible Shareholders of 1 New Share for every 3 Shares held on the Record Date at an issue price of $0.032 per New Share with 1 free attaching New Option for every 2 New Shares subscribed for and issued (each such New Option exercisable at $0.05 on or before 31 May 2028). Important Information The Rights Issue closes at 5.00pm (Melbourne time) on 13 June 2025 (or such later date as the Directors, in their absolute discretion may determine). This is an important document that should be read in its entirety. If you do not understand it you should consult your professional advisers without delay. An investment in the securities offered by this Prospectus should be considered as speculative. Important information Important notice You should read this entire Prospectus carefully. It is important that you consider the risk factors (see Section 4) that could affect the Company’s financial performance, before deciding on your course of action. This Prospectus is dated 14 May 2025. A copy of this Prospectus was lodged with ASIC on 14 May 2025. No New Securities will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply to the ASX for the New Shares and the New Options to be quoted on the ASX within 7 days after the date of this Prospectus. Applications for New Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form which accompanies this Prospectus. The Entitlement and Acceptance Form sets out a shareholders’ Entitlement to participate in the Offer. Eligible Shareholders who do not take up their Entitlement will have their existing interest in the Company diluted. Please refer to Section 1 for details of how to accept the Offer. The Company has not authorised any person to give information, or to make any representation, in connection with this Prospectus which is not contained in the Prospectus or inconsistent with it. Any information or representation not so contained, or inconsistent with the information in this Prospectus, may not be relied on as having been authorised by the Company in connection with this Prospectus. Some words in this Prospectus have defined meanings. The definitions appear in Section 7 at the end of this Prospectus. References to dollars are to Australian dollars unless otherwise indicated. All amounts stated in this Prospectus may be subject to slight variation due to rounding. This Prospectus contains an offer to Eligible Shareholders in Australia or in New Zealand of “continuously quoted securities” (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult. Please refer to Section 1 for further information concerning the nature of this Prospectus. Neither the ASIC nor the ASX take any responsibility for the contents of this Prospectus, or the merits of the investment to which this Prospectus relates. Foreign Shareholders and Foreign jurisdictions The New Securities are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Securities is being made in reliance on the Financial Markets Conduct Act 2013 (New Zealand) and the Financial Markets Conduct (Incidental Offers) Exemption Notice 2021. This document has been prepared in compliance with Australian law and has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand). This document is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain. This Prospectus does not constitute an offer in any place where it would not be lawful to make such an offer, nor does it constitute an offer to any person to whom it would not be lawful to make such an offer. Ineligible Foreign Shareholders are not entitled to participate in the Rights Issue. page 1 Future performance Except as required by law, and only then to the extent required, neither the Company nor any other person, guarantees the future performance of the Company or any return on any investment made pursuant to this Prospectus. Any investment in the New Securities should be considered speculative. Qualified Petroleum Reserves and Resources Evaluator Statement The information contained in sections 2.1 and 2.2 of this Prospectus regarding the Company’s reserves and contingent resources is based on and fairly represents information and supporting documentation reviewed by Mr Giustino Guglielmo who is an employee of the Company and holds a Bachelor of Engineering (Mech). He is a member of the Society of Petroleum Engineers (SPE) and a Fellow of the Institution of Engineers Australia (FIEAust) and as such, is qualified as a Competent Person as defined in the 2012 edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (the JORC Code) and has consented to the inclusion of this information in the form and context in which it appears in this Prospectus. Enquiries If you have any queries about your Entitlement or the Offer, please contact the company between the hours of 8.30am and 5.00pm (AEST), Monday to Friday: Phone: +61 3 9927 3000 Email: admin@bassoil.com.au Alternatively, contact your stockbroker or other professional advisor. page 2 Chairman’s letter 14 May 2025 Dear Shareholder On behalf of the Board of Bass Oil Limited, I am pleased to invite you to participate in a non-renounceable Rights Issue to raise up to a total of $3,100,000. The Rights Issue provides all Eligible Shareholders the opportunity to invest in one (1) New Share for every three (3) Shares held at 7.00pm (Melbourne time) on the Record Date (20 May 2025) with one (1) free attaching New Option for every two (2) New Share subscribed for and issued (with each New Option being exercisable at $0.05 up until 31 May 2028). The New Shares will be issued at $0.032 per New Share. In addition, Eligible Shareholders may apply for Additional Shares (and attaching Additional Options) over and above their Entitlement at the same price of $0.032 per Additional Share, if and to the extent, there is any Shortfall. Further details are included in Section 1.2 of the Prospectus. The Company has identified a number of prospective and optimisation activities to significantly increase production and cash flow. In addition, the acquired portfolio includes a number of oil and gas prospects that show significant potential. Therefore, funds raised from the Rights Issue will be used to pay: • ~A$1.3 million to recommission the Vanessa gas production facility returning the well to production and to provide for the lodgement of a security deposit in favour of the South Australian Department of Energy and Minerals to satisfy a rehabilitation bond requirement in connection with the acquisition. This would be the Company’s first gas sales into the East Coast gas market; • ~A$1.0 million to fund drilling of the Bunian 6 development well at the Tangai-Sukananti oil field in the South Sumatra Basin, with the objective of increasing Indonesian oil production from approximately 135 bopd (Bass share) to approximately 435 barrels of oil per day (Bass share). Bass anticipates recovering the investment within six months through increased production and sales revenue; • ~A$0.1 million for the front-end engineering design (FEED) study at Kiwi for the future connection and commissioning of the field; • ~A$0.12 million for the further evaluation and development of the Triassic gas play in the Northern Cooper Basin; • ~A$0.10 million for Phase 2 of the Deep Coal Feasibility Study, focused on further evaluating the commercial potential of deep coal gas resources within Bass’s Cooper Basin acreage; • ~A$0.24 million for the costs and expenses of the Rights Issue; and • ~A$0.24 million for ongoing working capital requirements of the Company. The Prospectus was lodged with ASIC on 14 May 2025 and a copy will be sent to all Shareholders of the Company who are on the register of members as at 5.00pm on 20 May 2025 and who have registered addresses in Australia or New Zealand. To find out what you need to do to participate in the Rights Issue, please refer either to the attached Entitlement and Acceptance Form which sets out the details of your Entitlement and how to accept all or a portion of your Entitlement. Or if you have elected electronic communication, to find out what you need to do to participate in the rights issue, please go to https://events.miraqle.com/bas-offer and download your personlised application form. I urge you to read the Prospectus thoroughly. The Prospectus is intended to be read in conjunction with publicly available information relating to the Company. This information regarding the Company can be accessed via links on the Company website, www.bassoil.com.au. The directors of the Company intend to participate in the Entitlement Offer. On behalf of the Board of Bass Oil, I thank you for your continued support and encourage you to consider this investment opportunity. Yours sincerely Mr Hector Gordon Chairman page 1 Table of Contents 1. Details of the Offer 1 2. Company Overview 4 3. Purpose and Effect of the Rights Issue on the Company 8 4. Risk Factors 12 5. Additional Information 16 6. Authorisation 21 7. Glossary 22 8. Corporate Directory 24 Summary of Important Dates Table 1: Rights Issue Key Dates Date of Lodgement of Prospectus with ASIC and ASX 14 May 2025 Existing Shares quoted ex-rights 19 May 2025 Record Date to determine Entitlements under Rights Issue Prospectus with Entitlement and Acceptance Form despatched to Eligible Shareholders Acceptances Open 7:00pm (AEST) 20 May 2025 23 May 2025 Closing Date for acceptances 13 June 2025 New Securities are quoted for ASX trading on a deferred settlement basis 16 June 2025 Company notifies ASX of under subscriptions 18 June 2025 Issue of New Shares and New Options 19 June 2025 Despatch of holding statements 20 June 2025 The above dates are indicative only and may change without notice. Defined terms and abbreviations Terms and abbreviations used in this Prospectus are defined in the Glossary in Section 7. page 2 1 DETAILS OF THE OFFER 1.1 General This Prospectus invites Eligible Shareholders to participate in a pro-rata non-renounceable Rights Issue on the basis of: (a) one (1) New Share for every three (3) Shares held on the Record Date at an issue price of $0.032 per New Share; together with (b) one (1) free attaching New Option for every two (2) New Shares subscribed for and issued, with an option exercise price of $0.05 and an expiry date of 5.00pm (Melbourne time) on 31 May 2028. If all Entitlements are taken up, then:1 1.2 (a) 96,844,053 New Shares and 48,422,026 New Options will be issued under the Rights Issue; and (b) the amount of $3,100,000 before costs, will be raised by the Company from the Rights Issue. Additional Shares and Additional Options Eligible Shareholders who take up their full Entitlement may also apply for Additional Shares (and attaching Additional Options). Applications for Additional Shares may be considered if not all of the New Securities are taken up by the Eligible Shareholders under the Offer. Additional Shares will be issued at the discretion of the Directors and, as a result, there is no guarantee that you will receive Additional Shares and attaching Additional Options. In the event that Entitlements are not taken up in full, Eligible Shareholders who have taken up all of their Entitlement and have made an application for Additional Securities may be allocated Additional Securities as follows: (a) the number of Additional Shares allocated to an Eligible Shareholder who has applied for Additional Shares will be at the discretion of the Directors; (b) an Eligible Shareholder will be allocated one (1) Additional Option for every two (2) Additional Shares allocated to them (if any); (c) the Directors reserve the right to allocate Additional Shares to Eligible Shareholders in part or not at all; and (d) an Eligible Shareholder will not receive more Additional Shares than they have applied for. There is no guarantee that Eligible Shareholders will be successful in being allocated any of the Additional Shares and Additional Options that they may apply for. If an application for Additional Shares is scaled back or the Directors decide not to issue Additional Shares to an Eligible Shareholder, then the Application Moneys for those Additional Shares which are not issued to the applicant will be returned to the applicant without any payment of interest. The policy adopted by the Directors for the exercise of their discretion as to the allocation of any Additional Shares (and attaching Additional Options) subscribed for pursuant to the Prospectus will be as follows: 1.3 (i) Eligible Shareholders who have applied for Additional Securities will receive the Additional Securities they have applied for unless there is an over subscription for Additional Shares, in which case Eligible Shareholders will receive Additional Securities on a pro-rata basis having regard to their Entitlement; and (ii) no Additional Securities will be issued to Eligible Shareholders in a way that would increase a particular Eligible Shareholder’s voting power above 20% or in a way that would have a material effect on the control of the Company. Your Entitlement and trading of Entitlements Your Entitlement is shown in the accompanying Entitlement and Acceptance Form. In the calculation of any Entitlement, fractions will be rounded up to the nearest whole number and, for this purpose, holdings in the same name will be aggregated for calculation of Entitlements. The Rights Issue is being made on a non-renounceable basis, meaning that Entitlements cannot be transferred or sold. 1 Note that all figures stated in this Prospectus are subject to slight variation due to rounding. page 1 1.4 Minimum Subscription There is no minimum subscription for the Offer. 1.5 No Underwriting The Rights Issue is not underwritten. 1.6 Opening Date and Closing Date The Rights Issue will open on 23 May 2025 (Opening Date) and close at 5.00pm (Melbourne time) on 13 June 2025 (or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine) (Closing Date). Completed Entitlement and Acceptance Forms must be received at the Company’s Share Registry by the Closing Date, together with payment, in Australian dollars, for the amount of the application. 1.7 How to take up your Entitlement Under the Rights Issue, you may apply for 100% of your Entitlement or for a portion less than your Entitlement, by using the personalised Entitlement and Acceptance Form mailed to you with this Prospectus. The Entitlement and Acceptance Form details your Entitlement and payment should be made in accordance with the instructions set out on its reverse side. Investors with AUS registered address will receive the BPAY reference and non AUS registered address holders will receive the bank account details to which they can EFT the funds. You should allow sufficient time to ensure that your payment reaches the Share Registry by the specified time of 5.00pm (Melbourne time) on the Closing Date, being 13 June 2025 unless extended by the Directors. If you elect to pay by BPAY, you do not need to complete and return an Entitlement and Acceptance Form. 1.8 Use of Funds The purpose of the Offer is to raise up to $3,100,000. The gross proceeds of the Rights Issue are intended to be used for the purposes and in the amounts set out in the table in Section 3.1 of this Prospectus. 1.9 Directors’ right to place Shortfall Securities The Directors reserve the right to issue any New Shares and New Options which are not taken up by Eligible Shareholders pursuant to the Offer on the terms and conditions below (Shortfall Offer). The Directors may, at their discretion, issue any Shortfall Securities within 3 months after the Closing Date for acceptances. The issue price for any New Securities will be an amount that is no less than the issue price for securities offered under the Rights Issue. It is important that Eligible Shareholders understand that if they do not take up their Entitlement, then they will have their existing interest in the Company diluted. The Company may pay a commission and management fee of up to 6% of the issue price of Shortfall Securities where they are placed by a Participant of the Australian Securities Exchange and issued by the Company. In exercising their discretion to allocate any Shortfall Securities pursuant to the Shortfall Offer, the Directors will not allocate Shortfall Securities in a way that would increase a particular Shareholder’s voting power above 20% or in a way that would have a material effect on the control of the Company. 1.10 Issue and Allotment of New Shares and New Options The allotment of New Shares and New Options will take place as soon as practicable after the Closing Date. The New Shares will be issued fully paid and, from the date of issue, will rank equally in all respects with Shares. A summary of the rights attaching to New Shares and New Options is set out in Sections 5.1 and 5.2. By returning your Entitlement and Acceptance Form, you agree to comply with the Constitution in respect of the New Securities issued to you. Until the issue and allotment of the New Securities, the Application Monies will be held on trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the Application Monies will be for the benefit of the Company and will be retained by it irrespective of whether page 2 allotment of the New Securities takes place. No allotment of New Securities will take place until the proceeds of the Rights Issue have been received and ASX grants permission to quote the New Shares. 1.11 ASX Quotation The Company will make application to the ASX within 7 days following the date of this Prospectus for the grant of official quotation of the New Shares and the New Options. Quotation of the New Shares and the New Options, if granted by the ASX, will commence as soon as practicable after statements of holdings for the New Shares and the New Options are dispatched. If approval for official quotation of the New Shares is not granted by ASX within 3 months after the date of this Prospectus, the Company will not allot or issue any New Securities and will repay all Application Monies (where applicable) within the time prescribed under the Corporations Act, without interest. If approval for quotation of the New Options is not granted by the ASX within 3 months after the date of this Prospectus, the Company will (if permitted by the ASX) allot and issue the New Securities however the New Options will not be quoted or able to be traded on ASX. If not permitted by the ASX, the Company will not allot or issue any New Securities and will repay all Application Monies (where applicable) within the time prescribed under the Corporations Act, without interest. That the New Shares and/or the New Options have been admitted to quotation on ASX is not to be taken in any way as an indication of the merits of the Company or the New Shares and/or the New Options. 1.12 Overseas Shareholders The New Securities being offered under this Prospectus are being offered to Eligible Shareholders with registered addresses in New Zealand in reliance on the Financial Markets Conduct (Incidental Offers) Exemption Notice 2016 (New Zealand). This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The Company believes it is unreasonable to extend the Offer to Ineligible Foreign Shareholders. The Company has formed this view having considered: (a) the number and value of the securities that would be offered to those shareholders; and (b) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions. Accordingly, the Offer under this Prospectus is not made to Ineligible Foreign Shareholders (as defined in Section 7). 1.13 Risks associated with not accepting your Entitlement It is important that Eligible Shareholders understand the risks associated with not accepting their Entitlement. If you elect not to accept your Entitlement in full under this Prospectus, your Shareholding in the Company will be diluted. Please carefully consider whether to accept your Entitlement and, if you are in doubt as to whether to accept, you should consult your independent professional investment adviser. 1.14 Brokerage and stamp duty payable on subscription under Entitlement No brokerage or stamp duty will be payable by you in respect of a subscription for New Securities under your Entitlement. 1.15 Tax implications The Company makes no representation and provides no advice in relation to the tax consequences for any Shareholder of taking up their Entitlement under the Offer. Shareholders should seek professional taxation advice about the tax consequences of taking up the Entitlement. 1.16 Enquiries Any questions concerning this Prospectus or the Offer should be directed to the Managing Director or the Company Secretary at the Company’s registered office, details of which are set out in Section 8. 1.17 The Company’s regular reporting and disclosure requirements The Company is a “disclosing entity” for the purposes of Part 1.2A of the Corporations Act. As a disclosing entity, the Company is subject to regular reporting and disclosure obligations. Broadly, these obligations require: page 3 • the preparation of both yearly and half yearly financial statements, a report on the operations of the Company during the relevant accounting period together with an audit or review report by the Company’s auditor; • any half year financial report lodged with ASIC by the Company after lodgement of the above financial report and before the lodgement of the copy of the Prospectus with ASIC; and • immediate notification to the ASX of any information concerning the Company which it becomes aware of and which a reasonable person would expect to have a material effect on the price or value of the Shares, subject to certain exceptions. Copies of any documents in relation to the Company which are lodged with ASIC may be obtained from, or inspected at, an ASIC office. ASX maintains a file of all announcements lodged with it by the Company. Copies of documents lodged by the Company with ASX can be found on ASX's website, www.asx.com.au and on the Company's website, www.bassoil.com.au. During the period that the Offer remains open, the Company will provide copies of the following to any person on request, free of charge: (a) the Company's annual financial report for the year ended 31 December 2024; and (b) any continuous disclosure notices used to notify ASX of information relating to the Company between 1 April 2025 (being the date of lodgement with ASIC of the annual financial report referred to in paragraph (a)) and the date of lodgement of this Prospectus. The documents listed in Schedule 1 to this Prospectus were lodged by the Company with ASX during this period. All requests for copies of the above documents should be addressed to the Company Secretary. 2 COMPANY OVERVIEW Bass is an Australian-based oil and gas exploration and production Company primarily focused on oil and gas exploration and development projects in Australia’s Cooper Basin. The Company is actively pursuing growth in these projects through targeted drilling programs, field development initiatives, and technical studies to unlock value from conventional and unconventional hydrocarbon resources. The Company is committed to delivering sustainable shareholder returns through disciplined capital management and operational efficiency. In addition to its Australian projects, Bass is operator of the 55% interest in a South Sumatra Basin KSO in Indonesia containing the Bunian and Tangai oil fields. The Company is debt free and committed to value creation by leveraging its skilled team, operating capability and relationships in Australia and Indonesia. To date the Company has concentrated on oil production. However, it is now intending to focus is on two emerging gas plays in the Western and Northern regions of the Cooper Basin The acquisition of the Vanessa gas field (as discussed in section 2.1 below) has the potential to accelerate the Company’s entry into the gas-short East Coast gas market with a low-cost reactivation. 2.1 Australia – Cooper Basin Vanessa Acquisition By a sales agreement between Beach Eenergy and Bass dated on or about 13 May 2025, Bass has agreed to acquire a 100% interest in petroleum production licence PPL 268 and adjoining petroleum retention licence PRL 135 (together, the Vanessa Licences) from Beach Energy, which licences comprise the Vanessa gas field. The acquisition includes a shut-in gas production well, processing equipment and a 5-kilometre pipeline connecting the field to the Cooper Basin gas transmission network at Moolion North in the Cooper Basin (see Figure 1). This acquisition of the Vanessa Licences remains subject to customary conditions precedent relating to the obtaining of all required regulatory approvals. The Vanessa Licences are wholly contained within the boundaries of Bass’ 100% owned PEL 182. The acquisition will provide the potential for the Company to accelerate the commencement of gas sales into the East Coast gas market earlier than envisaged in its growth plans. The estimated capital required for bringing the Vanessa well online is approximately $1.3 million, with gas sales into the Eastern States gas market anticipated to commence within 12 months of completion of the acquisition. This estimate also allows for the lodgement of a security deposit in favour of the South Australian Department of Energy and Minerals to satisfy a rehabilitation bond requirement in connection with the acquisition. The Company considers that the Vanessa gas field is also ideally situated to test the commercialisation potential of the large deep coal resource contained in PEL 182. A geomechanical study on the PEL 182 Deep Coal asset has already been undertaken by the Company, with results of that study released by page 4 Bass to the ASX in November 2024. The study used the Vanessa 1 well as the ‘type-well’ to build the geomechanical model. Figure 1: Map of Bass permit PEL 182 displaying Vanessa gas field PEL 182 (Bass 100%) Deep Permian Coal Gas In 2022, Bass identified the Moolion East deep coal prospect within PEL 182, with an assessed prospective resource of 568 BCF of gas and 22.7 million barrels of condensate. This asset has the potential to be transformational for the Company, given its substantial prospective resource size. Bass will continue its efforts to confirm the commercial viability of this project and determine the most suitable path forward for its development. The Moolion East deep coal prospect was intersected by a well drilled by the previous holders of PEL 182 but to date has not been evaluated. The acquisition of the Vanessa gas field by the Company will provide a low cost opportunity to test the economic potential of this large resource play without the expense of having to drill a dedicated well. In addition, this opportunity is strategically aligned with the Company’s deep coal gas resource initiative in the Patchawarra Trough, where the Santos-operated Cooper Basin Joint Venture is actively working to commercialise this potentially large gas resource. To accelerate the development of this opportunity, Bass is currently undertaking a commercialisation study to determine the most effective path forward. The capital estimated to be required for the undertaking of this commericalisation study is approximately A$0.1 million. It will focus on further evaluating the commercial potential of deep coal gas resources within Bass’ Cooper Basin acreage using the Vanessa well as the ‘type well’. The study is expected to be completed in 2025. For further details, refer to the Company’s ASX Announcements: “Deep Coal Commercialisation Review Underway” released on 18 April 2024 and 16 September 2024. page 5 PRLs 245 and 246 – Kiwi 1 (Bass 100%) The Kiwi 1 well was drilled in 2003 as an exploration well, resulting in a Triassic age, Callamurra Member gas discovery. The initial discovery, although encouraging, was never fully evaluated until it was acquired by Bass in 2022 culminating in a successful flow test in August 2024. The flow test recorded a maximum production rate, limited by surface equipment constraints, of 4.1 million cubic feet per day along with 988 barrels of condensate per day at a 1585 pounds per square inch flowing wellhead pressure. A mapping project utilising 3D seismic data has indicated the possible presence of a larger stratigraphic trap and has resulted in an increased assessment of a best estimate Contingent Resource (2C) of 3.6 BCF along with 416,000 barrels of condensate. The full range of the Contingent Resource estimates are presented in the following table. Contin