GREENWING RESOURCES LTD — AGM Information 2019

Oct 23, 2019

==> picture [219 x 84] intentionally omitted <==

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 THURSDAY 28[TH] NOVEMBER 2019

At Bizzell Capital Partners, Level 21, Matisse Tower, 110 Mary 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.

HFWPER\972443-1

==> picture [160 x 57] intentionally omitted <==

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: Thursday, 28 November 2019

LOCATION: Bizzell Capital Partners, Level 21, Matisse Tower, 110 Mary 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 2019.”

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 HFWPER\972443-1

• 1 -

==> picture [130 x 48] intentionally omitted <==

Resolution 2 – Re-election of Director – Mr. Jeffrey Marvin

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

“That Mr. Jeff Marvin, 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 Convertible Notes

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 of 15,000,000 Convertible Notes on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

---

SPECIAL BUSINESS

Resolution 4 – 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

NOTICE OF ANNUAL GENERAL MEETING HFWPER\972443-1

• 2 -

==> picture [130 x 48] intentionally omitted <==

Resolution Persons excluded from voting 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 of the following Resolutions by or on behalf of the following persons excluded from voting; or an associate of those persons:

Resolution 3 - Ratification of Persons who participated in the issue Prior Issue of Convertible notes Resolution 4 – Approval of Persons who are expected to participate in, or will obtain a material benefit as a 10% Placement Capacity result of, the propose issue (except a benefit solely by reason of being a holder of ordinary securities in the Company).

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.

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 26 November 2019. Accordingly,

NOTICE OF ANNUAL GENERAL MEETING HFWPER\972443-1

• 3 -

==> picture [130 x 48] intentionally omitted <==

transactions registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Dated this 17 October 2019

By order of the Board

==> picture [171 x 48] intentionally omitted <==

___ David Round

Company Secretary

NOTICE OF ANNUAL GENERAL MEETING HFWPER\972443-1

• 4 -

==> picture [183 x 69] intentionally omitted <==

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 2019 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 2019 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 2019.

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 HFWPER\972443-1

• 5 -

==> picture [130 x 48] intentionally omitted <==

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 2020 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 2020 annual general meeting. All of the Directors who are in office when the Company's 2020 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. JEFF MARVIN

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 Jeff Marvin retires from office at this Meeting and offers himself for re-election.

Details of Mr Marvin’s qualifications and experience are set out in the Company's 2019 Annual Report.

The Board (excluding Mr Marvin) recommends that Shareholders vote in favour of Resolution 2.

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

6.1 Background

On 28 June 2019, the Company announced a capital raising of up to $4 million in convertible notes ( Convertible Notes ) to accelerate exploration and continuing development of the Graphmada Graphite Mine ( Convertible Note Placement ).

A further tranche of the Convertible Note Placement was completed on 19 September 2019 with subscriptions of $120,000 received from cornerstone investors for the issue of 15,000,000 Convertible Notes. The Convertible Notes were issued under Listing Rule 7.1.

The purpose of Resolution 3 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the issue of Convertible Notes issued under Listing Rule 7.1.

6.2 Principle terms of the Convertible Notes

The principle terms of the Convertible Notes are as follows:

EXPLANATORY STATEMENT HFWPER\972443-1

• 6 -

==> picture [130 x 48] intentionally omitted <==

Issue amount : Up to $4 million

Issue price : Face value of $0.008 per Convertible Note

Interest rate : 15% per annum

Interest payments : Interest to be paid half yearly in arrears and may be paid at the Company's election in cash or by the issue of further convertible notes issued at the same price and on the same terms and conditions as the Convertible Notes ( Interest Convertible Notes )

Maturity date: The Convertible Notes have a maturity date of 15 June 2021.

Conversion Terms : Convertible at any time at the Convertible Note holder's election into one ordinary Share subject to the usual adjustment mechanisms in certain circumstances.

Security: The Convertible Notes will be secured over the assets of the Company.

6.3 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.

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.

6.4 Information required by Listing Rule 7.5

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

(a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 15,000,000 Convertible Notes.

A maximum of 15,000,000 Shares will be issued on conversion of the Convertible Notes.

If the Company elects to pay all interest on the 15,000,000 Convertible Notes by the issue of further convertible notes, rather than cash, a maximum of 5,210,266 Interest Convertible Notes will be issued. If those Interest Convertible Notes are converted, a maximum of 5,210,266 Shares will be issued.

(b) Issue price

The Convertible Notes were issued for $0.008 per Convertible Note.

(c) Terms of the securities

The Convertible Notes each have a face value of $0.008 and a maturity date of 15 June 2021. A summary of the terms of the Convertible Notes is included at section 6.2.

EXPLANATORY STATEMENT HFWPER\972443-1

• 7 -

==> picture [130 x 48] intentionally omitted <==

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

The securities were issued to cornerstone investors who are professional and sophisticated investors, none of whom are related parties of the Company.

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

Funds raised from the issue are intended to be used to:

• (i) finance continued exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11 June 2019);

• (ii) sustaining capex and continued stage 2 production expansion works;

• (iii) general working capital; and

• (iv) the costs of the issue.

• (f) Voting exclusion statement

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

6.5 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.

.

7. RESOLUTION 4: APPROVAL OF 10% PLACEMENT CAPACITY

7.1 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 $22,478,997 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 7.2(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.

7.2 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.

EXPLANATORY STATEMENT HFWPER\972443-1

• 8 -

==> picture [130 x 48] intentionally omitted <==

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) 2,809,874,584 Shares; and (ii) 302,226,884 Listed Options exercisable at $0.05 and expiring 31 December 2020.

(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.

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 2,809,874,584 Shares therefore has a capacity to issue:

• (i) 421,481,188 Equity Securities under Listing Rule 7.1, and

• (ii) 280,987,458 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 7.2(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.

EXPLANATORY STATEMENT HFWPER\972443-1

• 9 -

==> picture [130 x 48] intentionally omitted <==

(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 ”).

7.3

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.

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).

7.4

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.

• (b) If Resolution 4 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.

EXPLANATORY STATEMENT HFWPER\972443-1

• 10 -

==> picture [130 x 48] intentionally omitted <==

Variable ‘A’ in Listing Rule 7.1A.2			Dilution
		$0.0040	$0.0080	$0.0120
		50% decrease in Issue Price	Issue Price	50% increase in Issue Price
Current Variable A	10% Voting Dilution	280,987,458 shares	280,987,458 shares	280,987,458 shares
280,987,458 shares	Funds Raised	$1,123,950	$2,247,900	$3,371,850
50% increase in current Variable A	10% Voting Dilution	421,481,188 shares	421,481,188 shares	421,481,188 shares
421,481,188 shares	Funds Raised	$1,685,925	$3,371,850	$5,057,774
100% increase in current Variable A	10% Voting Dilution	561,974,917 shares	561,974,917 shares	561,974,917 shares
561,974,917 shares	Funds Raised	$2,247,900	$4,495,799	$6,743,699

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 $0.008 being the closing price of the Shares on ASX on 17 October 2019.

• (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.

EXPLANATORY STATEMENT HFWPER\972443-1

• 11 -

==> picture [130 x 48] intentionally omitted <==

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.

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 962,612,832 Equity Securities. This represents approximately 29.90% 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 4 is included in the Notice.

EXPLANATORY STATEMENT HFWPER\972443-1

• 12 -

==> picture [130 x 48] intentionally omitted <==

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 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.

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.

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

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 2019.

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 HFWPER\972443-1

• 13 -

Amount of cash consideration OR The non-cash consideration that was paid and the current value of that non-cash consideration	$796,312	Current value of shares - $198,400	$1,658.35	$2,684,641.05	Current value of 7,350,000 shares: $58,800	$1,600	$339,000
Price and discounts to market price (if any) of equity securities issued	900,000 Unlisted options exercised at $0.01c per share and 31,492,492 Listed options exercisable at $0,025c per share n	N/A	$0.025c	$0.0125 per share issued. Free attaching options issued	-	$0.025	$0.0125 per share issued. Free attaching options issued
Names of persons who received securities or basis on which those person was determined	Exercise of options	Management and Directors on exercise of 24,800,000 performance rights and Issue of unlisted options in accordance with the terms of an agreement with Bizzell Capital Partners as announced to the market on 4 May 2018 and relate to the underwriting of listed options exercised before 30 September 2018.	Exercise of options	Placement – sophisticated investors	Exercise of performance rights	Exercise of options	Sophisticated investors
Class and summary of terms of equity securities	Shares	Shares and options	Shares	Shares and options	Shares	Shares	Shares and options
Number of equity securities issued	32,392,492 Shares	24,800,000 Shares and 44,236,882 options	66,334	214,771,284 and 109,970,283 Options	7,350,000	64,000	27,120,000 shares and 13,899,000 options
Date of issue	31/10/18	16/11/2018	20/12/2018	20/12/2018	20/12/2018	31/12/2018	20/3/2019

==> picture [48 x 130] intentionally omitted <==

Amount of cash consideration OR The non-cash consideration that was paid and the current value of that non-cash consideration	$216,359	$50,000	$1,410,000	$1,567,000	$120,000	$818,000	$85,000	Notes: 1. Current value of Shares is calculated based on the ASX closing price of the Shares on 10 October 2019 being $0.008
Price and discounts to market price (if any) of equity securities issued	$0.0125 per share issued. 8,654,360, Free attaching options issued 216,359 Free options issued to Bizzell Capital Partners in satisfaction of mandate fees	$0.0125 per share issued. 8,654,360, Free attaching options issued	$0.008 per Convertible Note	$0.008 per Convertible Note	$0.008 per Convertible Note	$0.008 per Convertible Note	$0.008 per Convertible Note
Names of persons who received securities or basis on which those person was determined	Sophisticated investors	Sophisticated investors	Sophisticated investors	Sophisticated investors	Sophisticated investors	Sophisticated investors	Directors
Class and summary of terms of equity securities	Shares and options	Shares and options	Unlisted Convertible Notes	Unlisted Convertible Notes	Unlisted Convertible Notes	Unlisted Convertible Notes	Unlisted Convertible Notes
Number of equity securities issued	17,308,720 shares and 8,870,719 options	4,000,000 shares and 2,000,000 options	176,250,000	195,875,000	15,000,000	102,250,000	10,625,000
Date of issue	29/3/2019	22/5/2019	28/06/2019	21/08/2019	20/09/2019	16/10/2019	16/10/2019