Bass Oil : Non-Renounceable Rights Issue Prospectus

For personal use only

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 2 Shares held on the Record Date at an issue price of $0.045 per New Share with 1 free attaching New Option for every 1 New Share subscribed for and issued (each such New Option exercisable at $0.12 on or before 30 September 2024).

Important Information

The Rights Issue closes at 5.00pm (Melbourne time) on 17 June 2022 (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.

For personal use only

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 26 May 2022. A copy of this Prospectus was lodged with ASIC on 26 May 2022. 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.

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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 section 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: [phone]

Email:[e-mail]

Alternatively, contact your stockbroker or other professional advisor.

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Chairman's letter

26 May 2022

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 $4,018,000.

The Rights Issue provides all Eligible Shareholders the opportunity to invest in one (1) New Share for every two (2) Shares held at 7.00pm (Melbourne time) on the Record Date (31 May 2022) with one (1) free attaching New Option for every one (1) New Share subscribed for and issued (with each New Option being exercisable at $0.12 up until 30 September 2024). The New Shares will be issued at $0.045 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 $0.045 per Additional Share, if and to the extent, there is any Shortfall. Further details are included in Section 1.2 of the Prospectus.

Bass has executed conditional Sale and Purchase Agreements with Cooper Energy Limited and Beach Energy Limited to acquire a portfolio of production and exploration assets in the Cooper Basin, Australia. On completion of those agreements, Bass will become one of the largest acreage holders in the Cooper Basin and will immediately seek to expand the production and reserves base in the region.

The Company has identified a number of relatively low risk workover 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:

• the funding of a program of in wellbore work aimed at increasing Cooper Basin production from approximately 75 bopd at completion of the Cooper Basin Transactions to up to 500 bopd;
• exploration activities aimed at generating and high grading a seriatim of prospects and leads within the Cooper Basin permits to be acquired;
• for the lodgement of a security deposit in favour of the South Australian Department of Energy & Minerals to satisfy a Rehabilitation Bond requirement (being a condition precedent of the Cooper Basin Transactions);
• costs related to transitioning to become an operator in the Cooper Basin;
• the costs and expenses of the Rights Issue; and
• ongoing working capital requirements of the Company.

Bass expects to complete the Cooper Basin Transactions shortly after the Rights Issue is completed. Further information about the Rights Issue, including the timetable for completion, is detailed in this Prospectus.

The Prospectus was lodged with ASIC on 26 May 2022 and a copy will be sent to all Shareholders of the Company who are on the register of members as at 5.00pm on 31 May 2022 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 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.

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 take up either all or a significant portion of their entitlements.

On behalf of the Board of Bass Oil, I thank you for your continued support and encourage you to consider this investment opportunity.

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Yours sincerely

Mr Peter Mullins

Chairman

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