GREENWING RESOURCES LTD — Capital/Financing Update 2016

Sep 1, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Bass Metals Ltd

ABN

31 109 933 995

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to 1. Fully Paid Ordinary Shares be issued 2. Listed Options 3. Unlisted Options

• See chapter 19 for defined terms.

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2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

1. (a) 460,028,181 ordinary shares under rights issue (b) 75,000,000 Tranche 1 Consideration Shares (Resolution 1 of Notice of Meeting) (c) 60,090,367 Conversion of loans to equity (Resolutions 10 to 13 of the Notice of Meeting) (d) 13,000,000 to consultants in lieu of fees (Resolutions 14 to 17 of the Notice of Meeting) (e) 125,000,000 placement (Resolution 4 of the Notice of Meeting) 2. (a) 230,014,090 listed options attaching to ordinary shares issued under rights issue (b) 62,500,000 listed options (Resolution 4 of the Notice of Meeting) (c) 20,833,333 listed attaching options issued upon conversion of loans to equity (Resolutions 10 and 11 of the Notice of Meeting) (d) 6,500,000 listed options issued to consultants (Resolutions 14 to 17 of the Notice of Meeting) (e) 25,000,000 listed options issued to joint lead manager (Resolutions 2 and 3 of the Notice of Meeting) 3. (a) 11,054,220 unlisted attaching options issued upon conversion of loans to equity (Resolutions 12 and 13 of the Notice of Meeting) (b) 12,000,000 unlisted options issued to directors (Resolutions 19 to 21 of the Notice of Meeting)

1. (a) to (e) Ordinary Shares – equal with existing ordinary fully paid shares 2. (a) to (e) Listed Options - exercisable at $0.025 each on or before 31 December 2018 3. Unlisted Options (a) exercisable at $0.015 on or before 31/12/2018 (b) 6,000,000 exercisable at $0.025, 2 years from issue 6,000,000 exercisable at $0.035, 3 years from issue

4 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted+securities? If the additional+securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed	1. (a) to (e) Shares – Yes 2. (a) to (e) Listed options – No. The options may only be exercised in accordance with their terms and conditions. Upon conversion of the options to fully paid ordinary shares, the Shares will rank equally with existing fully paid ordinary shares on issue. 3. (a) and (b) Unlisted options – No. The options may only be exercised in accordance with their terms and conditions. Upon conversion of the options to fully paid ordinary shares, the Shares will rank equally with existing fully paid ordinary shares on issue.
	1. (a) (b), (d) and (e) Shares - $0.012; 1 (c) Shares - $0.01. 2. (a) to (e) Options – free attaching to issue of shares or otherwise in lieu of fees. 3. (a) free attaching to issue of shares (b)free,incentive options to directors
	The Company will apply the funds raised for the following purposes:  Exploration and expansion studies  Plant and equipment upgrades  General working capital
	Yes.
	27 November 2015

• See chapter 19 for defined terms.

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6c Number of[+] securities issued Nil without security holder approval under rule 7.1 6d Number of[+] securities issued Nil with security holder approval under rule 7.1A 6e Number of[+] securities issued Nil with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued 1. Ordinary shares under an exception in rule 7.2 (a) 460,028,181 (b) 75,000,000 (c) 60,090,367 (d) 13,000,000 (e) 125,000,000 2. Listed options (31/12/2018, $0.025) (a) 230,014,090 (b) 62,500,000 (c) 20,833,333 (d) 6,500,000 (e) 25,000,000 3. Unlisted options (a) 11,054,220 (31/12/2018, $0.015) (b) 6,000,000 (2 years from issue, $0.025) 6,000,000 (3 years from issue, $0.035)

6g If[+] securities issued under rule N/A 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining See annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements

7 +Issue dates 2 September 2016 Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,193,146,729 344,847,424	Fully Paid Ordinary shares. Listed Options (expiry date 31 December 2018; exerciseprice$0.025)

9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	44,384,220 6,000,000 6,000,000	Unlisted Options (expiry date 31 December 2018; exercise price $0.015) Unlisted Options (expiring 2 years from issue; exercise price $0.025) Unlisted Options (expiring 3 years from issue; exercise price $0.035)

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

• See chapter 19 for defined terms.

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11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No
	Non-renounceable
	1 new share for every 1 shares held, together with 1 free attaching option for every 2 new shares issued
	Ordinary fully paid shares
	13 July 2016
	No
	Fractional entitlements will be rounded up to the nearest whole number
	Only applicable in Australia and New Zealand
	26 August 2016
	Bizzell Capital Partners Pty Ltd Patersons Securities Limited
	A joint lead manager fee of $60,000, a management fee of 1%, an underwriting fee of 5% of the dollar amount underwritten pursuant to the offer and joint lead manager options of 25 million; to be split equallybetween thejoint lead managers.
	N/A

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do security holders dispose of their entitlements (except by sale through a broker)? 33 +Issue date	N/A
	N/A
	N/A
	18 July 2016
	7 July 2016
	N/A
	N/A
	N/A
	N/A
	N/A
	2 September 2016

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of[+] securities ( tick one )

• See chapter 19 for defined terms.

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(a) +Securities described in Part 1

(b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35  If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36  If the +securities setting out the number of holders in the categories[+] securities are[+] equity securities, a distribution schedule of the additional

1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of[+] securities for which N/A +quotation is sought 39 +Class of +securities for which N/A quotation is sought

40 Do the[+] securities rank equally in N/A all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state: 4. the date from which they do 5. the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment 6. the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another[+] security, clearly identify that other[+] security)

N/A

Number +Class 42 Number and +class of all N/A N/A +securities quoted on ASX ( including the[+] securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2

• We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• See chapter 19 for defined terms.

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• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 2 September 2016 (Company secretary)

Print name: David Round

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 376,105,104
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
• Number of fully paid [+] ordinary securities 29,923,077 - 27 November 2015
issued in that 12 month period under an
54,000,000 – 24 December 2015
exception in rule 7.2
460,028,181 – rights issue
• Number of fully paid [+] ordinary securities
issued in that 12 month period with 273,090,367 – resolutions passed at
shareholder approval shareholder meeting 22 August 2016
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities cannot
be added
• Include here (if applicable) the securities
the subject of the Appendix 3B to which
this form is annexed
• It may be useful to set out issues of
securities on different dates as separate
line items
Subtract the number of fully paid [+] ordinary Nil
securities cancelled during that 12 month
period
“A” 733,118,548
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• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 109,967,782

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period not counting those issued:

• Under an exception in rule 7.2

• Under rule 7.1A

• With security holder approval under rule 7.1 or rule 7.4

Note:

• This applies to equity securities, unless specifically excluded – not just ordinary securities

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

“C” Nil

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 109,967,782 Note: number must be same as shown in Step 2 Subtract “C” Nil Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 109,967,782 [Note: this is the remaining placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” 733,118,548 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 73,311,854

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

• “E” Nil

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	73,311,854
Subtract“E” Note: number must be same as shown in Step 3	Nil

• See chapter 19 for defined terms.

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Total[“A” x 0.10] – “E”	73,311,854 Note: this is the remaining placement capacity under rule 7.1A