Announcement PDF Dear fellow Bass Oil shareholder, Your company’s focus in 2024 was on identifying and quantifying the upside potential and value of the Company’s Cooper Basin assets while sustaining oil production across our portfolio. We completed the successful flow test at our Kiwi-1 well and continued production and cash generation at our Indonesia and Cooper Basin assets. As we look towards 2025, Bass remains committed to its growth strategy of becoming a mid-tier oil and gas producer and has made significant strides in planning and identifying the best path to unlock value across our portfolio. On behalf of the Board of Directors of Bass Oil Limited, I am pleased to invite you to attend the 2025 Annual General Meeting. The meeting will be held on Thursday, 15th May commencing at 11.00am ACST in Johnson Winter Slattery’s Boardroom, Level 9, 211 Victoria Square, Adelaide. The Board encourages shareholders to submit their proxies as early as possible, even if they intend to attend the Meeting. Enclosed are the Notice of Annual General Meeting and Proxy Form setting out the AGM’s items of business. I encourage you to: 1. Read the enclosed Notice of Annual General Meeting and Explanatory Statement; and 2. To complete the enclosed voting form. The Shareholder voting form should be lodged with the Company’s share registry in accordance with the instructions set out in the voting form so that it is received not less than 48 hours before the scheduled start of the meeting. If you would like to receive electronic communications from the Company in the future, please update your communication election online at https://au.investorcentre.mpms.mufg.com. If you have not yet registered, you will need your shareholder information including SRN/HIN details. Yours faithfully Hector M Gordon Chairman 15 April 2025 BASS OIL LIMITED ABN 13 008 694 817 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting (AGM) 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 Thursday, 15 May 2025 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 Financial Accounts and Reports To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 31 December 2024 (as set out in the Annual Report 2024). Resolution 1: Adoption of Remuneration Report To consider and if thought fit, pass the following resolution as an ordinary resolution: “That, for the purposes of section 250R(2) of the Corporations Act 2001 (Cth) and for all other purposed, the Remuneration Report for the financial year ended 31 December 2024, as set out in the Directors’ Report section of the Annual Report, be adopted.” Note: Under the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company. Voting Exclusion In accordance with the Corporations Act 2001 (Cth) (Corporations Act), a vote must not be cast on Resolution 1 in any capacity (and will be taken not to have been cast if contrary to this restriction) by or on behalf of a member of the Key Management Personnel (KMP), details of whose remuneration are included in the Remuneration Report, and any closely related party of such a member. However, the member or closely related party of such a member may vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the resolution, or by a person who is the chair of the meeting at which the resolution is voted on and the appointment does not specify the way the proxy is to vote on the resolution and expressly authorises the chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP; and (b) it is not cast on behalf of the member of any closely related party of such a member. Resolution 2: Approval of Additional 10% Placement Capacity – Shares To consider and, if thought fit, pass the following resolution as a special resolution: “That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities (or enter into agreements to issue Equity Securities) totalling up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.” Voting Exclusion As set out in Listing Rule 7.3A.7, a voting exclusion in respect of an approval under Listing Rule 7.1A is only required if, at the time of dispatching the Notice, the entity is proposing to make an issue of Equity Securities under Listing Rule 7.1A.2. As the Company is not proposing to make an issue of Equity Securities under that Listing Rule as at the time of dispatching the Notice, no voting exclusion statement is required for Resolution 2. Note: The Directors of the Company RECOMMEND that Shareholders vote in favour of this Resolution. Resolution 3: – Issue of Rights to Mr Tino Guglielmo, Managing Director & CEO To consider and, if thought fit, to pass the following Resolution as an ordinary resolution: “That, for the purpose of Listing Rule 10.14 and for all other purposes, the issue to Mr Tino Guglielmo (or his nominee) of performance rights pursuant to the Company’s equity incentive plan as described in the Explanatory Notes section of this Notice, be approved.” Voting Exclusion In accordance with the Listing Rules, the Company will disregard any votes cast in favour of Resolution 3 by or on behalf of Mr Guglielmo and any of his Associates (and any other person referenced in Listing Rules 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the Equity Incentive Plan and any of their associates). However, the Company will not disregard a vote cast in favour of Resolution 3 by: (a) (b) (c) a person as a proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with the directions given to the proxy or attorney to vote on Resolution 3 in that way; or the Chair as proxy or attorney for a person who is entitled to vote on Resolution 3, in accordance with a direction given to the Chair to vote on Resolution 3 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: (i) 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 Resolution 3; and (ii) the holder votes on Resolution 3 in accordance with directions given by the beneficiary to the holder to vote in that way. Note: The Directors of the Company (excluding Mr Guglielmo who abstains from making a recommendation) RECOMMEND that Shareholders vote in favour of this Resolution. Resolution 4: Re-election of Mr Hector Mackenzie Gordon as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Hector Mackenzie Gordon, being a Director of the Company, who retires by rotation at the close of the Annual General Meeting in accordance with Clause 35(c) of the Company’s Constitution and being eligible, is hereby re-elected as a Director of the Company.” Note: Mr Gordon is a current Director and Chair of the Board of the Company. The Directors of the Company (excluding Mr Gordon who abstains from making a recommendation) RECOMMEND that Shareholders vote in favour of this Resolution. Resolution 5: Re-election of Mr Mark Llewellyn Lindh as a Director To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Mark Llewellyn Lindh, being a Director of the Company, who retires by rotation at the close of the Annual General Meeting in accordance with Clause 35(c) of the Company’s Constitution and being eligible, is hereby re-elected as a Director of the Company.” Note: Mr Lindh is a current Director and Chair of the Board of the Company. The Directors of the Company (excluding Mr Lindh who abstains from making a recommendation) RECOMMEND that Shareholders vote in favour of this Resolution. By order of the Board R M Hamilton Company Secretary 15 April 2025 VOTING INFORMATION AND NOTES 1. Proxies To vote by proxy, the proxy form (together with the original or certified copy of any power of attorney or other authority under which the form is signed, if any) must be received at the Share Registrar no later than 11.00 ACST on Tuesday, 13 May 2025 via any of the following methods: Proxy Forms received after this time will not be valid for the purposes of the AGM. Online: https://au.investorcentre.mpms.mufg.com Login to the Investor Centre 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)). by mail: Bass Oil Limited C/- MUFG Corporate Markets (AU) Limited Locked Bag A14 Sydney South NSW 1235 Australia by fax: +61 2 9287 0309 by delivering it to MUFG Corporate Markets (AU) Limited, Parramatta Square, Level 22, Tower 6, 10 Darcy Street, Parramatta NSW 2150. Chair acting as proxy Shareholders may appoint the Chair of the meeting as their proxy. Where the Chair is appointed as a proxy by a shareholder entitled to cast a vote on a particular resolution and the proxy form specifies how the Chair is to vote on the resolution (that is, a directed proxy), the Chair must vote in accordance with that direction. In respect of proxies where no voting direction has been given (undirected proxies), the Chair intends to vote all available proxies in favour of each resolution. Voting prohibition by proxy holders To the extent required by section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on Resolutions 1 or 3 if the person is either a member of the Company’s KMP or a closely related party of such a member and the appointment does not specify the way the proxy is to vote on the relevant Resolution. However, the proxy may vote if the proxy is the Chair and the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Company’s KMP. If the Chair is appointed as your proxy and you have not specified the way the Chair is to vote on Resolutions 1 or 3 by signing and returning the Proxy Form (including via an online facility), you are considered to have provided the Chair with an express authorisation for the Chair to vote the proxy in accordance with the Chair’s intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Company's KMP. 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 7.00pm AEST on Tuesday, 13 May 2025. 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. EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the resolutions which are the subject of the business of the Meeting. The Financial Report, the Directors’ Report and the Auditor’s Report for the financial year ended 31 December 2024 (contained in the Annual Report 2024). Shareholders have been notified that the Company’s Annual Report for the year ended 31 December 2024 (Annual Report 2024) can be found on the Company’s website (www.bassoil.com.au) under ‘Investor Centre – Annual Reports’ and have been given the option of having a printed copy of the Report sent to them. The Annual Report 2024 has been sent to those Shareholders who requested it. Annual Report In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Annual Report, including the financial report for the year ended 31 December 2024, the Directors' Report, and the Auditor's Report. There is no requirement for Shareholders to approve the Annual Report. At the Meeting, Shareholders will be offered the opportunity to: (a) discuss the Annual Report; (b) ask questions about, or comment on, the management of the Company; and (c) ask the auditor questions about the conduct of the audit, the preparation and content of the Auditor’s Report, accounting policies adopted by the Company and the independence of the auditor. In addition to taking questions at the Meeting, written questions to the Company’s auditor about: (d) the content of the Auditor’s Report; and (e) the conduct of the audit, may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office. Resolution 1 - Adoption of Remuneration Report The Company is required under Section 250R(2) of the Corporations Act to include, in the business of its AGM, a resolution that the Remuneration Report for the financial year ended 31 December 2024 be adopted. The Remuneration Report which forms part of the Directors Report is set out on pages 20 to 27 of the Annual Report 2024. Under section 250R(3) of the Corporations Act, the vote is advisory only and does not bind the Directors or the Company. Accordingly, if this Resolution is not passed, the Directors will not be required to alter any of the arrangements set out in the Remuneration Report. However, the Directors will take into account the outcome of the vote when reviewing the Company’s remuneration policies and practices. In accordance with Division 9 of Part 2G.2 of the Corporations Act, if at least 25% of the votes cast on the Resolution are voted against adoption of the Remuneration Report at the 2025 Annual General Meeting and then again at the 2026 annual general meeting, the Company will be required to put to Shareholders a resolution at the 2026 annual general meeting proposing the calling of a further general meeting to consider the election of Directors of the Company (Spill Resolution). If more than 50% of Shareholders vote in favour of a Spill Resolution, the Company would be required to convene a further general meeting (Spill Meeting) within 90 days of the 2026 annual general meeting. All of the Directors who were in office when the 2026 Directors’ Report was approved by the Directors (other than the Managing Director) would cease to hold office immediately before the end of the Spill Meeting but may, if eligible, stand for re-election at the Spill Meeting. Following the Spill Meeting, those persons whose election or re-election as Directors is approved would (together with the Managing Director) be the Directors of the Company. Key management personnel, details of whose remuneration are included in the Remuneration Report, and their closely related parties are prohibited from voting on this Resolution, except in the circumstances described in the voting exclusion set out in the Notice. The Chair will allow a reasonable opportunity for Shareholders at the Meeting to ask about, or make comments on, the Remuneration Report. Directors’ Recommendation Acknowledging that each Director has a personal interest in his or her own remuneration from the Company, as described in the Remuneration Report, the Directors unanimously RECOMMEND the adoption of the Remuneration Report. Resolution 2 – Approval of Additional 10% Placement Capacity – Shares Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the number of Equity Securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that period. ASX Listing Rule 7.1A provides that an ‘Eligible Entity’ may seek Shareholder approval, by way of a special resolution at its annual general meeting to increase the 15% limit under Listing Rule 7.1 by an extra 10%, to 25% (10% Placement Capacity). The Company is an Eligible Entity and is now seeking shareholder approval by way of special resolution to have the ability to issue Equity Securities under the 10% Placement Capacity. The effect of Resolution 2, if passed, will be to allow the Company to issue Equity Securities up to an additional 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1. The exact number of Equity Securities which may be issued under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2. Resolution 2 is a special resolution. Accordingly, at least 75% of votes cast on Resolution 2 by Shareholders eligible to vote at the Meeting must be in favour of Resolution 2 for it to be passed. ASX Listing Rule 7.1A ASX Listing Rule 7.1A enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity. An Eligible Entity is one that, as at the date of the relevant annual general meeting: (a) is not included in the S&P/ASX 300 Index; and (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000. The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a market capitalisation as at 9 April 2025 of A$13,073,947. Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. As at the date of this Notice, the Company has two classes of Equity Securities on issue, being Shares (ASX Code: BAS) and Options (ASX Code: BASOA). The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the formula set out in Listing Rule 7.1A.2. Technical information required by ASX Listing Rule 7.1A Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 2: (a) Minimum Price The minimum price at which the Equity Securities may be issued under Listing Rule 7.1A (which must be for cash consideration) is 75% of the volume weighted average market price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before: (b) (i) the date on which the price at which the Equity Securities are to be issued is agreed; or (ii) if the Equity Securities are not issued within 10 ASX trading days of the date in paragraph (a)(i) above, the date on which the Equity Securities are issued. Date of Issue The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following: (i) 12 months after the date of this Meeting; (ii) the time and date of the Company’s next annual general meeting; and (iii) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s activities) or 11.2 (disposal of the Company’s main undertaking), or such longer period if allowed by ASX (10% Placement Capacity Period). (c) Risk of voting dilution If this Resolution is approved by Shareholders at the Meeting and the Company issues Equity Securities under the 10% Placement Capacity, the existing Shareholders’ economic interest may be diluted if the Equity Securities are issued at a discount. Further, the existing Shareholders’ voting power in the Company will be diluted by up to 9.09% if all of the Listing Rule 7.1A capacity is used. There is a risk that: (i) the market price for the Company’s Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of Shareholder approval at the Meeting; and (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, which may have an effect on the amount of funds raised by the issue of the Equity Securities and also on the Company’s Share price post issue of the Equity Securities. The table below shows the dilution of existing Shareholders on the basis of the current Share price and the current number of Shares for variable “A” calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice. The table also shows: (i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of Shares the Company has on issue. The number of Shares on issue may increase as a result of issues of Shares that do not require Shareholder approval (for example, a pro-rata entitlement offer or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved by Shareholders at this Meeting or at future Shareholder meetings; and (ii) two examples where the issue price of Shares has changed – in one example it has decreased by 50% and in another it has increased by 50% against the current Share price (which, for the purposes of this table, is A$0.045). Number of Shares on Issue Variable A in Listing Rule 7.1A.2 formula 290,532,159 (current) 435,798,239 (50% increase) 581,064,318 (100% increase) Dilution Funds raised Funds raised based on issue based on issue price of $0.023 price of $0.045 Funds raised based on issue price of $0.09 50% decrease in Current Issue Price Current Issue Price 100% increase in Current Issue Price 29,053,216 $653,697 $1,307,395 $2,614,789 43,579,824 $980,546 $1,961,092 $3,922,184 58,106,432 $1,307,395 $2,614,789 $5,229,579 Number of Shares issued under additional 10% capacity The table above uses the following assumptions: 1. Variable A is assumed to be the current number of Shares on issue in the Company as at 9 April 2025. 2. The Company issues the maximum number of Equity Securities available under the 10% Placement Capacity. 3. In each case, an issue of the maximum number of Shares under the 10% Placement Capacity would dilute the Shareholders as at the date immediately prior to the issue by up to 9.09%. For example, based on the current number of Shares on issue as at the date of this Notice, existing Shareholders would have 290,532,159 votes out of a total post-issue number of 319,585,375 Shares, representing approximately 90.91% of the post-issue total number of Shares (or a dilution of 9.09%). 4. The table does not show the economic dilution that may be caused to a particular Shareholder’s shareholding by reason of placements under the 10% Placement Capacity. 5. The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1. 6. The issue of Equity Securities under the 10% Placement Capacity consists only of Shares. 7. The issue price is assumed to be A$0.045 (rather than being based on the 15 trading day VWAMP). 8. No Options or other convertible securities are exercised before the issue of Equity Securities under the 10% Placement Capacity. (d) Purpose of Issue under 10% Placement Capacity The Company may issue Equity Securities under the 10% Placement Capacity to continue development of the Company’s Indonesian production assets or to fund the investigation or acquisition of additional assets, or otherwise to supplement working capital, depending on the prevailing circumstances of the Company at the time of the issue. (e) Allocation under the 10% Placement Capacity The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company. The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors: (f) (i) the purpose of the issue; (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate; (iii) the effect of the issue of the Equity Securities on the control of the Company; (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company; (v) prevailing market conditions; and (vi) advice from corporate, financial and broking advisers (if applicable). Previous Approval under ASX Listing Rule 7.1A The Company has previously obtained Shareholder approval under ASX Listing Rule 7.1A at the Annual General Meeting held on 21 May 2024. The following information is provided in accordance with Listing Rule 7.3A.6: No shares have been issued under Listing Rule 7.1A.2 in the 12 months preceding the date of this Meeting. Note: The Company may utilise some of its remaining capacity under ASX Listing Rule 7.1A.2 prior to the date of the meeting to raise further capital. If the Company carries out any such capital raising, details will be immediately announced to ASX. (g) Voting Exclusion As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 2. Directors’ Recommendation The Directors RECOMMEND that Shareholders vote in favour of Resolution 2. Resolution 3 - Issue of Rights to Mr Tino Guglielmo, Managing Director & CEO Background The Bass Oil Performance Rights Plan (Incentive Plan) was established to incentivise personnel to provide (and reward them for providing) dedicated and ongoing commitment and effort to the Company, and to align the interests of personnel and Shareholders in order to increase Shareholder value by enabling those persons to share in the future growth and profitability of the Company. The Board considers that the ability to issue incentive rights and/or options as incentives to the Company’s personnel provides a necessary mechanism to attract, retain and motivate personnel to achieve the Company’s goals. The Board considers that its senior executives should be remunerated in a manner that encourages them to become Shareholders as this is the best mechanism to align their interests with those of the Company’s Shareholders. It is the Company’s policy that the performance based (that is, at risk) pay of senior executives is to form a component of their total remuneration. Granting incentives under a long-term incentive plan seeks to encourage and reward long-term sustainable performance. A summary of the material terms of the Incentive Plan and the Performance Rights to be issued under the Incentive Plan is set out in Schedule 1. The Company is proposing to issue a total of 1,650,000 Performance Rights under the Incentive Plan to the Company’s Managing Director and CEO, Mr Guglielmo (or his nominee) (Performance Rights Issue). Each Performance Right will be exercisable into one Share if the performance conditions set out in Schedule 2 have been met during the measurement period. If Resolution 3 is passed, the Performance Rights will be issued in accordance with an invitation made by the Board pursuant to the terms of the Incentive Plan. If Resolution 3 is not passed, the Company will not be able to proceed with the issue of Performance Rights under the Incentive Plan and the Company will consider alternative remuneration arrangements to remunerate and incentivise Mr Guglielmo appropriately and align his interests with the long term success of the Company. Purpose of approval sought Listing Rule 10.11 requires a listed entity to obtain shareholder approval for the issue of securities to related parties, which includes a director of the listed entity. Listing Rule 10.12, Exception 8 provides that approval under Listing Rule 10.11 is not required for an issue of Equity Securities under an employee incentive scheme made, or taken to have been made, with the approval of the issuing entity’s shareholders under Listing Rule 10.14. Listing Rule 10.14 provides that a listed company must not permit a director (or certain other persons) to acquire Equity Securities under an employee incentive scheme unless it obtains the approval of its shareholders. The Performance Rights Issue falls within Listing Rule 10.14 and therefore requires the approval of Shareholders. Resolution 3 seeks the required Shareholder approval to issue the Performance Rights to Mr Guglielmo for the purposes of Listing Rule 10.14. Mr Guglielmo, as Managing Director and CEO of the Company, is entitled to participate in the Incentive Plan. The Board considers that the issue of Performance Rights to Mr Guglielmo, or to his nominee, under the Incentive Plan is in the Company’s interests as it further aligns the interests of Mr Guglielmo with the interests of Shareholders in order to maximise Shareholder value. Further, the Performance Rights Issue provides cost effective remuneration to Mr Guglielmo