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ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT 11.00AM (AEST) ON FRIDAY, 9[th] NOVEMBER 2018

At Bizzell Capital Partners, Level 9, Waterfront Place,

1 Eagle Street, Brisbane QLD 4000

IMPORTANT INFORMATION

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers without delay.

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ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of the Shareholders of Bass Metals Ltd (“ Bass Metals ” or “ the Company ”) will be held as follows:

TIME: 11.00am (AEST)

DATE: Friday, 9 November 2018

LOCATION: Bizzell Capital Partners, Level 9, Waterfront Place, 1 Eagle Street, Brisbane QLD 4000

This Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers without delay.

If you wish to discuss any aspects of this document with the Company, please contact Mr. David Round, Company Secretary, of Bass Metals Ltd on 0411 160 445.

Words and phrases used in the Resolutions are defined in Section 11 of the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of Annual General Meeting as defined in the Explanatory Statement.

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2018 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass, the following resolution as a non-binding ordinary resolution:

“That, for the purpose of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2018.”

Note: Pursuant to section 250R(3) of the Corporations Act, the vote on this Resolution is advisory only and does not bind the Directors or the Company.

A voting exclusion statement is set out below.

NOTICE OF ANNUAL GENERAL MEETING

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Resolution 2 – Re-election of Director – Mr. Peter Wright

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

“That Mr. Peter Wright, who retires by rotation in accordance with clause 11.3 of the Company’s constitution and for all other purposes, offers himself for re-election, be re-elected as a Director.”

______________

Resolution 3 – Ratification of Prior Issue of Securities

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

“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue and allotment of 2,724,652 Shares and 2,043,488 options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 4 – Ratification of Prior Issue of Shares

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

“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue and allotment of 1,690,141 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 5 – Ratification of Prior Issue of Shares

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

“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue and allotment of 528,169 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 6 – Ratification of Prior Issue of Options

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

“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue and allotment of 92,250,000 options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

NOTICE OF ANNUAL GENERAL MEETING

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SPECIAL BUSINESS

Resolution 7 – Approval of 10% Placement Facility

To consider and, if thought fit, to pass, the following Resolution as a special resolution :

“That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company (at the time of issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.”

Voting Prohibitions and Exclusion Statements Corporations Act

The Corporations Act prohibits votes being cast (in any capacity) on the following resolutions by any of the following persons:

Resolution	Persons excluded from voting	Persons excluded from voting
Resolution 1 – Remuneration	A vote on this Resolution must not be cast (in any capacity) by or on behalf of the
Report (Non-Binding)	following persons:
	(a)	a member of the Key Management Personnel, details of whose remuneration
		are included in the Remuneration Report; or
	(b)	a Closely Related Party of such member.
	However, a person described above may cast a vote on this Resolution as a proxy if
	the vote is not cast on behalf of a person described above and either:
	(a)	the voter is appointed as a proxy by writing that specifies the way the proxy is
		to vote on this Resolution; or
	(b)	the voter is the chair of the meeting and the appointment of the chair as proxy
		(i) does not specify the way the proxy is to vote on this Resolution; and
		(ii) expressly authorises the chair to exercise the proxy even if this
		Resolution is connected directly or indirectly with the remuneration of a
		member of the Key Management Personnel for the Company.

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast in favour on the following Resolutions by the following persons and their associates:

Resolution	Persons excluded from voting
Resolution 3 - Ratification of	Finn Air Holdings Pty Ltd, JLGI SMSF Pty Ltd,
Prior Issue of Securities	JL Gibson Investments Pty Ltd, Rookharp Investments Pty Ltd, David Rooke, Leesa
	Rooke, Thomas William Warren, Ryan Michael Moore, Rooke Investments Pty
	Ltd, Phillip Alexander Purdie + Carol Ann Purdie<Purdie Super
	Fund A/C>, Seven Stars Pty Ltd, Brian Carl Bartels + Angela Bartels<The BC & A
	Bartels SF A/C>, DGCS Pty Ltd<G & C Bodyworks S/F A/C, Row Boat Pty Ltd<The
	Rowthorne Super Fund A/C>, Terry Jones, Pineapple Projects Pty Ltd<AFT The
	AJC Super Fund>, Choice Investments Dubbo Pty Ltd, Ben Dunn + Renee Jan
	Dunn, Nicholas Hartwig, GGJ One Assets Pty Ltd,
	Keiran Alistair Moffat, Nottingham Place Pty Ltd, Anthony
	Robert Porter + Bruce James Vanstone,
	Cuneiform Managers Pty Ltd, Nanthana
	Nominees Pty Ltd, Mark Ratcliff + Lesley Ratcliff<AFT
	Black Knight Super Fund>, CPS Group Investments Pty Ltd<Powerlan Invesment
	A/C>, David Round, Tim McManus + Elizabeth
	McManus.

NOTICE OF ANNUAL GENERAL MEETING

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Resolution 4 - Ratification of	Vato Consulting LLC
Prior Issue of Shares
Resolution 5 - Ratification of	Jan Casper Leeuwner
Prior Issue of Securities
Resolution 6 - Ratification of	Bizzell Capital Partners Pty Ltd
Prior Issue of Options
Resolution 7 - Approval of	Persons who are expected to participate in, or who will obtain a material benefit as a
10% Placement Facility	result of, the proposed issue (except a benefit solely by reason of being a holder of
	ordinary securities in the Company).
	Note: The proposed persons to whom any Equity Securities may be issued to under
	the 10% Placement Facility are not as yet known or identified. In these
	circumstances for a person’s vote to be excluded, it must be known that that person
	will participate in the proposed issue. Where it is not known who will participate in the
	proposed issue (as is the case in respect of any Equity Securities issued under the
	10% Placement Facility), Shareholders must consider the proposal on the basis that
	they may or may not get a benefit and that it is possible that their holding will be
	diluted,and there is no reason to exclude their votes.

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 direction on the Proxy Form; or

(b) it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

NOTICE OF ANNUAL GENERAL MEETING

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EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting for further explanation of the Resolutions.

PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

a member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy;
a proxy need not be a member of the Company; and
a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVES

A body corporate that is a shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the Annual General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the Annual General Meeting. For the purposes of determining voting entitlements at the Annual General Meeting, Shares will be taken to be held by the persons who are registered as holding at 7:00 pm (ADST) on 7 November 2018. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Dated this 8 October 2018

By order of the Board

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David Round

Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

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ACN 109 933 995

EXPLANATORY STATEMENT TO SHAREHOLDERS

1. ACTION TO BE TAKEN BY SHAREHOLDERS

This Explanatory Statement sets out information about the Resolutions to be considered by the Shareholders at the Annual General Meeting. Defined terms used in this Explanatory Statement are set out in Section 13. Accompanying this Explanatory Statement is the Notice of Annual General Meeting convening the Annual General Meeting and a Proxy Form.

Shareholders are encouraged to attend and vote on the Resolutions to be put to the Annual General Meeting. If a Shareholder is not able to attend and vote at the Annual General Meeting, the Shareholder may complete the Proxy Form and return it not later than 48 hours before the time specified for the commencement of the Annual General Meeting.

2. PURPOSE OF THE ANNUAL GENERAL MEETING

The Annual General Meeting has been convened for the purpose of considering the Resolutions, which are set out in the Notice of Annual General Meeting and explained in more detail below.

3. ANNUAL FINANCIAL REPORTS

The Corporations Act requires the Company’s financial statements and reports of the Directors and of the auditor for the year ended 30 June 2018 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditor are contained in the Company’s 2018 Annual Report, a copy of which is available on the Company’s website at www.bassmetals.com.au.

Whilst no Resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.

The Company’s auditor will be present at the meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies and the independence of the auditor.

4. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for the financial year ending 30 June 2018.

A reasonable opportunity will be given for the discussion of the Remuneration Report at the Annual General Meeting. Shareholders should note that the vote on this Resolution is advisory only and does not bind the Company or the Directors.

EXPLANATORY STATEMENT

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4.1. If Remuneration Report is voted against

Pursuant to the Corporations Act, if at least 25% of the votes cast on Resolution 1 are voted against adoption of the Remuneration Report at the Annual General Meeting, and then again at the Company's 2019 annual general meeting, the Company will be required to put to Shareholders a resolution proposing the calling of an extraordinary general meeting at which all of the Directors of the Company who were Directors when the resolution to make the Directors’ Report considered at the later annual general meeting was passed (other than the Managing Director) must go up for re-election (“ Spill Resolution ”).

If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene the extraordinary general meeting (“ Spill Meeting ”) within 90 days of the Company's 2019 annual general meeting. All of the Directors who are in office when the Company's 2019 Directors' Report is approved, other than the Managing Director of the Company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as Directors is approved will be the Directors of the Company.

The Company’s Shareholders have approved the Remuneration Report at each previous annual general meeting. A Spill Resolution will not be required at this Annual General Meeting as the votes against the Remuneration Report at the Company’s previous annual general meeting were less than 25%.

4.2. Undirected Proxies

The Chairman intends to exercise all undirected proxies in favour of Resolution 1. If the Chairman of the Annual General Meeting is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, the Shareholder is considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman’s intention.

5. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR. PETER WRIGHT

Clause 11.3 of the Company’s Constitution requires that one-third of the Directors retire by rotation at each annual general meeting (except the Managing Director).

Mr Peter Wright retires from office at this Meeting and offers himself for re-election. Details of Mr Wright’s qualifications and experience are set out in the Company's 2018 Annual Report. The Board (excluding Mr Wright) recommends that Shareholders vote in favour of Resolution 2.

6. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

6.1 Background

As announced to the ASX on 5 December 2017, the Company issued a total of 299,056,026 Shares and 197,000,996 free attaching options. Included in that issue were 2,724,652 Shares and 2,043,488 free attaching options issued without shareholder approval under Listing Rule 7.1.

Shareholder approval was obtained for the conversion of Convertible Notes to unrelated parties at the Company's 2017 AGM under resolution 8. The Convertible Notes were redeemed at their face value of $1 plus interest accrued from the date of issue up to and including the date of conversion. Subsequent to the 2017 AGM, and later than originally anticipated, the Convertible Notes were converted to equity with the number of shares and options issued being immaterially higher than that proposed in the 2017 Notice of AGM.

The purpose of Resolution 3 is for Shareholders to approve and ratify the issue of the additional 2,724,652 Shares and 2,043,488 free attaching options issued under Listing Rule 7.1 in satisfaction of the interest component of the Convertible Notes.

The effect of Shareholders passing Resolution 3 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.

EXPLANATORY STATEMENT

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6.2 ASX Listing Rules

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it. Issues made under Listing Rule 7.1A can also be ratified under Listing Rule 7.4.

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the 2,724,652 Shares and 2,043,488 free attaching options. However, under Resolution 3, the Company now seeks Shareholder ratification of the issue of 2,724,652 Shares and 2,043,488 free attaching options, so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities by the Company in the next 12 months.

6.3 Regulatory Requirements

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the issue of Shares:

(a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 2,724,652 Shares and 2,043,488 free attaching options.

(b) Issue price

The Shares were issued at an issue price of $0.011 per Share. The Options were free attaching to the Shares issued.

(c) Terms of the securities

The Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing ordinary shares and rank equally in all respects with the existing ordinary shares.

The free attaching Options are listed options, with an exercise price of $0.025 and expiry date of 31 December 2018. A summary of the option terms is set out at Schedule 2.

(d) Name of person to whom securities were issued

The securities were issued to the Convertible Note Holders.

(e) The use (or intended use) of the funds raised

The funds are to be used for the capital and operational expenditure on the Company's Graphmada project, exploration at Andapa/Millie's Reward and general working capital.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 3 is included in the Notice.

6.4 Recommendation

The Directors believe that the ratification of this issue is beneficial for the Company as it will restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

EXPLANATORY STATEMENT

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7. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF SHARES

7.1 Background

As announced to the ASX on 17 September 2018, the Company issued 1,690,141 Shares without shareholder approval under Listing Rule 7.1 in lieu of the payment of US$30,000 for the acquisition of the Millie's Reward suite of lithium projects in Madagascar.

The Shares were issued to Vato Consulting LLC (“ Vato ”) in satisfaction of part of the terms of a contract between the Company and Vato signed 22 March 2017 (“ Contract ”).

Under the terms of the Contract, the Company was required to pay Vato the sum of US$30,000 following the successful completion of a due diligence program, to be completed by Vato, that would enable the Company to acquire a suite of Lithium based projects in Madagascar and referred to as the Millie’s Reward projects.

The Company was satisfied that it was required to pay Vato in January 2018 and subsequently agreed to issue 1,690,141 Shares in the Company to Vato as full and final satisfaction of this liability.

The purpose of Resolution 4 is for Shareholders to approve and ratify the issue of the 1,690,141 Shares issued under Listing Rule 7.1.

The effect of Shareholders passing Resolution 4 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.

7.2 ASX Listing Rules

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the 1,690,141 Shares. However, under Resolution 4, the Company now seeks Shareholder ratification of the issue of 1,690,141 Shares so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities by the Company in the next 12 months.

7.3 Regulatory Requirements

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the issue of Shares:

(a) Number of securities issued

The total number of securities issued was 1,690,141 Shares. The amount of 1,690,141 Shares were issued under Listing Rule 7.1.

(b) Issue price

The Shares were issued at an issue price of $0.025 per Share.

(c) Terms of the securities

EXPLANATORY STATEMENT

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(d) Name of person to whom Shares were issued

The Shares were issued to Vato

(e) Use (or intended use) of funds

No funds were raised by the issue.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 3 is included in the Notice.

7.4 Recommendation

8. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SHARES

8.1 Background

As announced to the ASX on 17 September 2018, the Company issued 528,169 Shares without shareholder approval under Listing Rule 7.1 in payment of geological services. The Shares were issued to Jan Casper Leeuwner, an associate of Vato.

In July 2018, Vato, as per the terms of the Contract, undertook substantial geological surveying and related work in relation to the Company’s tenements referred to as the Millie’s Reward Project.

Subsequent to the completion of the services performed in July 2018, Vato provided to the Company an invoice for the amount of US$9,375. The 528,169 Shares were issued in full and final settlement of this invoice.

The purpose of Resolution 5 is for Shareholders to approve and ratify the issue of the 528,169 Shares issued under Listing Rule 7.1.

The effect of Shareholders passing Resolution 5 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.

8.2 ASX Listing Rules

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the 528,169 Shares. However, under Resolution 5, the Company now seeks Shareholder ratification of the issue of 528,169 Shares, so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities by the Company in the next 12 months.

EXPLANATORY STATEMENT

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8.3 Regulatory Requirements

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the issue of Shares:

(a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 528,169 Shares.

(b) Issue price

The Shares were issued at an issue price of $0.025 per Share.

(c) Terms of the securities

(d) Name of person to whom Shares were issued

The Shares were issued to Jan Casper Leeuwner

(e) Use (or intended use) of funds

No funds were raised by the issue.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 5 is included in the Notice.

8.4 Recommendation

9. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF OPTIONS

9.1 Background

As announced to the ASX on 4 May 2018, pursuant to an option expiry underwriting agreement entered into by the Company and Bizzell Capital Partners Pty Ltd ( Bizzell ) ( Underwriting Agreement ) the Company agreed to issue options exercisable at $0.05 expiring on or before 31 December 2020 ( Early Exercise Options ) to Bizzell as part of its underwriting fee.

A total of 92,250,000 Early Exercise Options were issued to Bizzell without shareholder approval under Listing Rule 7.1 on 27 September 2018.

The purpose of Resolution 6 is for Shareholders to approve and ratify the issue of the 92,250,000 Early Exercise Options.

The effect of Shareholders passing Resolution 6 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.

EXPLANATORY STATEMENT

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9.2 ASX Listing Rules

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the Early Exercise Options. However, under Resolution 6, the Company now seeks Shareholder ratification of the issue of 92,250,000 Early Exercise Options, so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities by the Company in the next 12 months.

9.3 Regulatory Requirements

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the issue of Shares:

(a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 92,250,000 Early Exercise Options.

(b) Issue price

The Early Exercise Options were issued for nil cash consideration for underwriting fees.

The terms of the Early Exercise Options are set out in Schedule 3

(d) Name of person to whom the securities were issued

The Early Exercise Options were issued to Bizzell.

(e) Use (or intended use) of funds

No funds were raised by the issue.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 6 is included in the Notice.

9.4 Recommendation

EXPLANATORY STATEMENT

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10. RESOLUTION 7: APPROVAL OF 10% PLACEMENT CAPACITY

10.1 General

ASX Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of their issued capital though placements over a 12 month period after the annual general meeting (“ 10% Placement Facility ”). The 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity, having a market capitalisation of $62,050,043 as at the date of this Notice.

The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility.

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c) below).

The Directors believe that Resolution 7 is in the best interest of the Company and unanimously recommend that Shareholders vote in favour of this Resolution.

10.2 Description of Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

Resolution 7 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

(b)

Equity Security

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

As at the date of the Annual General Meeting, the Company has two classes of quoted Equity Securities, being:

(i) 2,482,001,754 Shares; and
(ii) 456,155,705 Listed Options exercisable at $0.025 and expiring 31 December 2018.

(c) Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

A is the number of shares on issue 12 months before the date of issue or agreement:
(a) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
(b) plus the number of partly paid shares that became fully paid in the 12 months;
(c) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid ordinary shares under the entity’s 15% placement capacity without shareholder approval;
(d) less the number of fully paid shares cancelled in the 12 months. Note that A has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity.

EXPLANATORY STATEMENT

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D is 10%.

E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1.

At the date of the Annual General Meeting, the Company has on issue 2,482,001,754 Shares therefore has a capacity to issue:

(i) 372,300,263 Equity Securities under Listing Rule 7.1, and
(ii) 248,200,175 shares under Listing Rule 7.1A, subject to the Shareholder approval being sought under Resolution 7.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.2(c) above).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated with reference to over the previous 15 trading days on which trades in the relevant class of shares were recorded immediately before:

(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 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

(f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:

(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking) (“ 10% Placement Period ”).

10.3 Listing Rule 7.1A

The effect of Resolution 7 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company’s 15% placement capacity under Listing Rule 7.1.

10.4 Specific information required by Listing Rule 7.3A

Pursuant to and in accordance with Listing Rule 7.3A, information is provided in relation to the approval of the 10% Placement Facility as follows:

(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP of the Company’s Equity Securities in the same class calculated over previous 15 trading days on which trades in the relevant class of shares were recorded immediately before: (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 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

EXPLANATORY STATEMENT

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(b) If Resolution 7 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders’ voting power in the Company will be diluted as shown in the below table. 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 the Annual General 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 or the Equity Securities are issued as part of the consideration for the acquisition of a new asset;

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable ‘A’ calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice. The formula in Listing Rule 7.1A.2 is shown in Section 10.2(c) above.

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 as at the date of the Annual General Meeting. The number of Shares on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting; and
(ii) Two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		$0.0125 50% decrease in Issue Price	$0.025 Issue Price	$0.0375 50% increase in Issue Price
Current Variable A 2,482,001,754Shares	10% Voting Dilution	248, 200,175 Shares	248, 200,175 Shares	248, 200,175 Shares
	Funds Raised	$3,102,502	$6,205,004	$9,307,506
50% increase in current Variable A 3,723,002,631 Shares	10% Voting Dilution	372,300,263 Shares	372,300,263 Shares	372,300,263 Shares
	Funds Raised	$4,653,753	$9,307,506	$13,961,259
100% increase in current Variable A 4,964,003,508Shares	10% Voting Dilution	496,400,350 Shares	496,400,350 Shares	496,400,350 Shares
	Funds Raised	$6,205,004	$12,410,008	$18,615,013

The table has been prepared on the following assumptions:

(i) The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
(ii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
(iii) The table does not show an example of dilution that may occur to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder’s holding at the date of the Annual General Meeting.
(iv) The table shows only the effect of issue of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
(v) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
(vi) The issue price is $0.025 being the closing price of the Shares on ASX on 27 September 2018.

EXPLANATORY STATEMENT

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(c) The Company will only issue and allot the Equity Securities during the 10% Placement Period.
(d) The Company may seek to issue the Equity Securities for the following purposes:
(i) to raise funds, for the identification and evaluation of new project opportunities where its exploration skills and development experiences can add value to provide Bass Shareholders exposure to a greater project and commodity diversity. Funds may be applied to an acquisition of new assets or investments (including expenses associated with any such acquisitions), continued exploration and expenditure on its existing assets and /or general working capital; or
(ii) Non-cash consideration for the acquisition of new assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

(i) the methods of raising funds that are available to the Company, including but not limited to, rights issues or other issues in which existing security holders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company; (iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisors (if applicable).

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice of Annual General Meeting but may include existing substantial Shareholders and/or new Shareholders who are not Related Parties or associates of a Related Party of the Company. Further, if the Company is successful in acquiring new projects, assets or investments, it is possible that the allottees under the 10% Placement Facility may include vendors of the new resources, assets or investments.

10.5 Previous issues of Equity Securities made in the 12 months preceding the Meeting

In the 12 months preceding the date of the AGM, the Company has issued 600,525,332 Equity Securities. This represents approximately 23.31% of the total number of Equity Securities on issue at the commencement of that 12 month period.

Details of all issues of Equity Securities by the Company during the 12 months preceding the date of the AGM are set out in Schedule 1.

A voting exclusion statement in respect of Resolution 7 is included in the Notice.

EXPLANATORY STATEMENT

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11. DEFINITIONS

In this Explanatory Statement:

ADST means Australian Eastern Daylight Saving Time as observed in Sydney NSW.

Annual General Meeting means the meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice of Annual General Meeting.

ASX means the Australian Securities Exchange or ASX Limited (ABN 98 008 624 691), as the context requires. Board means the Board of Directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company or Bass Metals means Bass Metals Limited ACN 109 933 995.

Convertible Note Agreements means the convertible note agreements between the Company and Convertible Noteholders.

Convertible Noteholders means holders of the Convertible Notes.

Convertible Notes means the convertible notes issued pursuant to the Convertible Note Agreements.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Early Exercise Options means the options referred to in section 9.1 of this Explanatory Statement.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons 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 the ASX.

Non-Related Convertible Noteholders means the Convertible Noteholders other than Related Party Convertible Noteholders.

Notice of Annual General Meeting means the notice convening the Annual General Meeting accompanying this Explanatory Statement.

Option means an option to subscribe for a Share.

Proxy Form means the form of proxy accompanying this Notice of Annual General Meeting.

Related Party means a party so defined by section 228 of the Corporations Act.

Remuneration Report means the remuneration report set out in the Directors’ report section of the Company’s annual financial report for the year ended 30 June 2018.

Resolution means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.

Section means a section of the Notice of Annual General Meeting.

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

Shareholder means a person entered in the Company’s register as a holder of a Share.

Spill Meeting has the meaning given in section 4.1 of this Explanatory Statement.

Spill Resolution has the meaning given in section 4.1 of this Explanatory Statement.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

VWAP means the volume weighted average price.

EXPLANATORY STATEMENT

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Amount of cash consideration OR The non-cash consideration that was paid and the current value of that non-cash consideration	$1,692,819 All funds have been spent on the completion of Stage 1 Capital Development	$500,000 Free attaching options – nil value at timer of issue; current value: $34,091 All funds spent on the completion of Stage 1 Capital Development:	$3,289,616 Free attaching options – nil value at time of issue; current value: $591,003 All funds spent on the completion of Stage 1 Capital Development.	$90,000 All funds spent on the completion of Stage 1 Capital Development.	$287.50 All funds spent on the completion of Stage 1 Capital Development.	$254,800 $79,400 Current value of 7,000,000 shares: $175,000 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development
Price and discounts to market price (if any) of equity securities issued	$0.011	$0.011	$0.011 per Share (representing a 7.1% discount to the closing price on the date of the issue)	$0.015		$0.01 $0.025 Nil
Names of persons who received securities or basis on which those persons were determined	Participants of rights issue – retail offer and shortfall	Sophisticated investors Rookharp Investments Pty Ltd Finn Air Holdings Pty Ltd Choice Investments Dubbo Pty Ltd Phillip Alexander Purdie & Carol Ann Purdie Donald Geoffrey Rees AET SFS Pty Ltd Morgans	Convertible Note Holders	Unlisted option holders	Listed option holders	Listed option holders and unlisted option holders and vesting of management performance rights held by Tim McManus and David Round
Class and summary of terms of equity securities	Shares	Shares and options	Shares and options	Shares	Shares	Shares
Number of equity securities issued	153,892,717 Shares 38,473,179 options	45,454,545 Shares 11,363,636 options	299,056,026 Shares 197,000,996 options	6,000,000	11,500	35,656,000
Date of issue	18/10/17	20/10/17	05/12/18	31/01/18	23/03/18	16/04/18

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Amount of cash consideration OR The non-cash consideration that was paid and the current value of that non-cash consideration	$2,560,450 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$383,807 $16,500 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$1,015,309 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$2,022 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$9,000 $506,628 Amount spent: Funds spent on: Intended use of remaining funds (if any):$628	$490,432 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$60,000 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$75,000 $210,000 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development
Price and discounts to market price (if any) of equity securities issued	$0.025	$0.25 $0.01	$0.025	$0.025	$0.01 $0.025	$0.025	$0.025	$0.025 $0.035
Names of persons who received securities or basis on which those persons were determined	Listed option holders	Listed option holders and unlisted option holders	Listed option holders	Listed option holders	Listed option holders and unlisted option holders	Listed option holders	Listed option holders	Exercise of options by Jeffrey Marvin
Class and summary of terms of equity securities	Shares	Shares	Shares	Shares	Shares	Shares	Shares	Shares
Number of equity securities issued	102,418,020	17,002,299	40,612,384	80,911	21,165,130	19,617,297	2,400,000	1,000,000
Date of issue	07/05/18	28/05/18	11/06/18	14/06/18	25/06/18	29/06/18	10/08/18	02/09/18

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Amount of cash consideration OR The non-cash consideration that was paid and the current value of that non-cash consideration	US$30,000 contract obligation was settled from the issue of shares Current value: A$42,253	US$9,375 for payment in lieu of geological services Current value: A$13,204	$271.88 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	$510,000 Amount spent: $0 Intended use of remaining funds: Ongoing capital expansion and site development	Underwriting fees Current value:$1,019,825
Price and discounts to market price (if any) of equity securities issued	$0.025 representing a 3.8% discount to the closing price on date of issue	$0.025 representing a 3.8% discount to the closing price on date of issue	$0.025	$0.025	Nil
Names of persons who received securities or basis on which those persons were determined	Vato Consulting LLC	Jan Casper Leeuwner	Tyson Staples Jeffrey Flew	Listed option holders	Bizzell Capital Partners Pty Ltd
Class and summary of terms of equity securities	Shares	Shares	Shares	Shares	Options
Number of equity securities issued	1,690,141	528,169	10,875	20,400,000	92.250,000
Date of issue	14/09/18	14/09/18	14/09/18	26/09/18	27/09/18

SCHEDULE 2: Option Terms

(a) Subject to adjustment in accordance with these terms and conditions, the holder is entitled to subscribe for the allotment and issue of one fully paid ordinary share in the Company upon payment of the Exercise Price before the Expiry Date ( Option );
(b) The exercise price of each Option is $0.025 ( Exercise Price );
(c) An Option is exercisable at any time after the date of grant and on or before 5:00pm (Brisbane time) on 31 December 2018 ( Expiry Date ). Options not exercised by the Expiry Date lapse and will be cancelled;
(d) The Company will at least 10 Business Days before the Expiry Date send notices to the Option holder stating the name of the Option holder, the number of Options held and the number of securities to be issued of the option, the exercise price, the due date for payment and the consequences of non-payment;
(e) Each Option may be exercised in writing to the Company at its registered office accompanied by the Option certificate and payment of the required Exercise Price. All cheques must be payable to the Company and be crossed not negotiable;
(f)
After an Option is validity exercised, the Company must:
(i) issue and allot the shares within 10 Business Days of the exercise of the Option; and
(ii) subject to the securities of the Company being listed on ASX and to any restrictions imposed on the Options or shares issued upon exercise of the Options under the Listing Rules of ASX, do all such acts matters and things to obtain the grant of quotation for the shares on ASX no later than 3 Business Days after the date of issue and allotment of the shares;
(g) Shares issued on the exercise of Options will rank equally with all existing shares on and from the date of issue in all respects;
(h) Upon the issue of the Options, the Company is to apply to the ASX for the Options to be listed as a tradeable security on the ASX. At all times (pending the listing and upon listing), the Options may be transferred in the same manner as shares unless classified as restricted securities under the ASX Listing Rules and may be exercised by any other person or body corporate;
(i) An Option holder may participate in new issues of securities to holders of shares only if and to the extent that:
(i) an Option has been exercised; and
(ii) a Share has been issued in respect of the exercise before the record date for determining entitlements to the new issue;
(j) If the Company makes a bonus issue of shares of other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
(i) the number of shares which must be issued on the exercise of an Option will be increased by the number of shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price;
(k) If the Company makes an issue of shares pro-rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

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Where:

On = the new exercise price of the Option;
O = the old exercise price of the Option;
E = the number of underlying securities into which one Option is exercisable;

OPTION TERMS

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P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;
S = the subscription price for a security under the pro rata issue;
D
- = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.
(l) If there is a reorganisation of the issue capital of the Company (including a consolidation, sub-division, reduction or return of capital), then the rights of the holder of an Option will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

SCHEDULE 3: Early Exercise Option Terms

(a) Subject to adjustment in accordance with these terms and conditions, the holder is entitled to subscribe for the allotment and issue of one fully paid ordinary share in the Company upon payment of the Exercise Price before the Expiry Date ( Option );
(b) The exercise price of each Option is $0.05 ( Exercise Price );
(c) An Option is exercisable at any time after the date of grant and on or before 5:00pm (Brisbane time) on 31 December 2020 ( Expiry Date ). Options not exercised by the Expiry Date lapse and will be cancelled;
(d) The Company will at least 10 Business Days before the Expiry Date send notices to the Option holder stating the name of the Option holder, the number of Options held and the number of securities to be issued of the option, the exercise price, the due date for payment and the consequences of non-payment;
(e) Each Option may be exercised in writing to the Company at its registered office accompanied by the Option certificate and payment of the required Exercise Price. All cheques must be payable to the Company and be crossed not negotiable;
(f) After an Option is validity exercised, the Company must:
(i) issue and allot the shares within 10 Business Days of the exercise of the Option; and
(ii) subject to the securities of the Company being listed on ASX and to any restrictions imposed on the Options or shares issued upon exercise of the Options under the Listing Rules of ASX, do all such acts matters and things to obtain the grant of quotation for the shares on ASX no later than 3 Business Days after the date of issue and allotment of the shares;
(g) Shares issued on the exercise of Options will rank equally with all existing shares on and from the date of issue in all respects;
(h) An Option holder may participate in new issues of securities to holders of shares only if and to the extent that:
(i) an Option has been exercised; and
(ii) a Share has been issued in respect of the exercise before the record date for determining entitlements to the new issue;
(i) If the Company makes a bonus issue of shares of other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):
(i) the number of shares which must be issued on the exercise of an Option will be increased by the number of shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and
(ii) no change will be made to the Exercise Price;

OPTION TERMS

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(j) If the Company makes an issue of shares pro-rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

On =[O – E ][[][P −][(][S + D][)]] N + 1

Where:

On = the new exercise price of the Option;
O = the old exercise price of the Option;
E = the number of underlying securities into which one Option is exercisable;
P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex right date or the ex entitlements date;
S = the subscription price for a security under the pro rata issue;
D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);
N = the number of securities with rights or entitlements that must be held to receive a right to one new security.
(k) If there is a reorganisation of the issue capital of the Company (including a consolidation, sub-division, reduction or return of capital), then the rights of the holder of an Option will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

OPTION TERMS

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AI assistant

GREENWING RESOURCES LTD — AGM Information 2018

65029_rns_2018-10-08_d01e40d6-43be-4fd7-bf61-473d631a68b5.pdf

ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD AT 11.00AM (AEST) ON FRIDAY, 9[th] NOVEMBER 2018

IMPORTANT INFORMATION

ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

ORDINARY BUSINESS

Financial Statements and Reports

Resolution 1 – Adoption of Remuneration Report

Resolution 2 – Re-election of Director – Mr. Peter Wright

Resolution 3 – Ratification of Prior Issue of Securities

Resolution 4 – Ratification of Prior Issue of Shares

Resolution 5 – Ratification of Prior Issue of Shares

Resolution 6 – Ratification of Prior Issue of Options

SPECIAL BUSINESS

Resolution 7 – Approval of 10% Placement Facility

Voting Prohibitions and Exclusion Statements Corporations Act

Listing Rule 14.11

EXPLANATORY STATEMENT

PROXIES

CORPORATE REPRESENTATIVES

DATE FOR DETERMINING HOLDERS OF SHARES

David Round

ACN 109 933 995

EXPLANATORY STATEMENT TO SHAREHOLDERS

1. ACTION TO BE TAKEN BY SHAREHOLDERS

2. PURPOSE OF THE ANNUAL GENERAL MEETING

3. ANNUAL FINANCIAL REPORTS

4. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

4.1. If Remuneration Report is voted against

4.2. Undirected Proxies

5. RESOLUTION 2: RE-ELECTION OF DIRECTOR – MR. PETER WRIGHT

6. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF SHARES AND OPTIONS

6.1 Background

6.2 ASX Listing Rules

6.3 Regulatory Requirements

(a) Number of securities issued

(b) Issue price

(c) Terms of the securities

(d) Name of person to whom securities were issued

(f) Voting exclusion statement

6.4 Recommendation

7. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF SHARES

7.1 Background

7.2 ASX Listing Rules

7.3 Regulatory Requirements

(a) Number of securities issued

(b) Issue price

(c) Terms of the securities

7.4 Recommendation

8. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SHARES

8.1 Background

8.2 ASX Listing Rules

8.3 Regulatory Requirements

(a) Number of securities issued

(b) Issue price

(c) Terms of the securities

(d) Name of person to whom Shares were issued

(f) Voting exclusion statement

8.4 Recommendation

9. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF OPTIONS

9.1 Background

9.2 ASX Listing Rules

9.3 Regulatory Requirements

9.4 Recommendation

10. RESOLUTION 7: APPROVAL OF 10% PLACEMENT CAPACITY

10.1 General

10.2 Description of Listing Rule 7.1A

(a) Shareholder approval

(b)

Equity Security

(c) Formula for calculating 10% Placement Facility

(A x D) – E

(d) Listing Rule 7.1 and Listing Rule 7.1A

GREENWING RESOURCES LTD AGM Information 2018