GREENWING RESOURCES LTD — Capital/Financing Update 2017

Aug 14, 2017

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 be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued

(a) Convertible Notes (Unlisted) (b) Performance Rights (c) Unlisted Options

(a) 2,073,500 Convertible Notes (b) 27,000,000 Performance Rights to Directors and 35,000,000 Performance Rights to Executives (c) 54,ooo,ooo Options to Directors comprising: • 13,500,000 options exercisable at 2.5 cents expiring 31/12/2020; • 13,500,000 options exercisable at 5 cents expiring 31/12/2020; • 13,500,000 options exercisable at 7.5 cents expiring 31/12/2020; • 13,500,000 options exercisable at 10 cents expiring 31/12/2020;

• See chapter 19 for defined terms.

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• 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)

The Convertible Notes shall automatically convert to equity at 30 November 2017 if the Company has
completed a capital raising and obtained all
necessary shareholder approvals by that date. The
Convertible Notes will convert at the lower of 1.5
cents per share or the price at which the Company
concludes a capital raising. Additionally, each
Convertible Note holder shall receive 1 listed
option (with an exercise price of 2.5c and expiry
date of 31 December 2018) for each 2 shares
received at the conversion date (30 November
2017).
Interest is payable at 12% per annum on the
Convertible Notes and interest will accrue and also
be converted to securities on the conversion date.
In the event the Convertible Notes do not convert
to equity, they shall be redeemable on 1 December
2017.
The Options issued to Directors are issued on the
terms outlined in the Company’s Notice of
Meeting dated 29 March 2017 and approved to be
issued at the Company’s General Meeting held on
3 May 2017.
The Performance Rights issued to Directors and
Executive Management as part of their Long Term
Incentive (LTI) are in accordance with the
Company’s Incentive Scheme (“Incentive
Scheme”). The Company’s Incentive Scheme was
approved at a meeting of shareholders on 22
August 2016.
The terms of the Performance Rights issued to
Directors and Management are annexed to this
Appendix 3B.

• See chapter 19 for defined terms.

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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	No Shares issued on conversion of the Convertible Notes will rank equally with existing Shares in all respects from the date of issue of the Shares. Shares issued or transferred to the holder of a Performance Right or option upon vesting will rank equally issue with existing Shares in all respects from the date of issue of the Shares.
	$1.00 per Convertible Note Performance Rights: Nil cash consideration Director Options: Nil cash consideration
	Convertible Notes issued to raise funds to continue the expansion of the Company’s operations and capital improvement program. Performance Rights and Options are issued as a retention strategy for key employees and provide for a component of the Directors and Executive Management Remuneration
	Yes

• See chapter 19 for defined terms.

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6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 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 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates 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.	29 November 2016
	N/A
	N/A
	27,000,000 Performance Rights to Directors; and 54,000,000 Options to Directors, approved under Listing Rule 10.14 on 3 May 2017.
	Listing Rule 7.2, exception 9: 35,000,000 Performance Rights to Executives pursuant to the Company’s Incentive Plan approved 22 August 2016.
	N/A
	N/A
	N/A
	15 August 2017

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	1,368,146,729 344,847,424	Fully Paid Ordinary shares. Listed Options (expiry date 31 December 2018; exercise price $0.025)

• See chapter 19 for defined terms.

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9	Number	and	+class	of	all	Number	+Class
	+securities	not quoted		on	ASX
	(_including_the +securities section 2 if applicable)				in	44,384,220	Unlisted Options (expiry date 31 December 2018; exercise price
							$0.015)
						6,000,000	Unlisted Options (expiring 2 years
							from issue; exercise price $0.025)
						6,000,000	Unlisted Options (expiring 3 years
							from issue; exercise price $0.035)
						17,500,000	Unlisted Options (expiring
							31/12/2020; exercise price $0.025)
						17,500,000	Unlisted Options (expiring
							31/12/2020; exercise price $0.05)
						17,500,000	Unlisted Options (expiring
							31/12/2020; exercise price $0.075)
						17,500,000	Unlisted Options (expiring
							31/12/2020; exercise price $0.010)
						17,500,000	Unlisted Director Options
							(expiring 31/12/2020; exercise price
							$0.025)
						13,500,000
							Unlisted Director Options
							(expiring 31/12/2020; exercise price
						13,500,000	$0.05)
							Unlisted Director Options
						13,500,000	(expiring 31/12/2020; exercise price
							$0.075)
						13,500,000	Unlisted Director Options
							(expiring 31/12/2020; exercise price
							$0.010)
						27,000,000	Director Performance Rights
						35,000,000	Executive Management
							Performance Rights
See	chapter 19 for defined terms.
4/03	/2013						Appendix 3B Page 6
449-	0665-7797, v. 2

• See chapter 19 for defined terms. 04/03/2013 3449-0665-7797, v. 2

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) Part 2 - Pro rata issue	N/A

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	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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22 Names of any brokers to the issue 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
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

Part 3 - Quotation of securities

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

• See chapter 19 for defined terms.

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• 34 Type of[+] securities ( tick one )

• (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 are[+] equity securities, a distribution schedule of the additional

+securities setting out the number of holders in the categories 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 +quotation is sought

• 39 +Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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40 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:

1. the date from which they do 2. the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment 3. 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)

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

Number +Class

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: 15 August 2017 (Company secretary)

Print name: David Round

== == == == ==

• See chapter 19 for defined terms.

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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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----- Start of picture text -----

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 175,000,001 – resolution passed at
securities that became fully paid in that shareholder meeting 3 May 2017
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” 1,368,146,730
----- End of picture text -----

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	205,222,009
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber 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”	0
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	205,222,009
Subtract“C” Note: number must be same as shown in Step 3	0
Total[“A” x 0.15] – “C”	205,222,009 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 1,368,146,730 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 0.10 136,814,673

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

“A” x 0.10 136,814,673 Note: number must be same as shown in Step 2 Subtract “E” Nil Note: number must be same as shown in Step 3

• See chapter 19 for defined terms.

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	Total[“A” x 0.10] – “E”	136,814,673 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Annexure to - Appendix 3B New issue announcement

Bass Metals Ltd - ABN 31 109 933 995

Summary of key terms of Performance Rights

General Conditions

• 1) Performance Rights issued under the Incentive Scheme are for no consideration.

• 2) The vesting of Performance Rights are subject to the achievement of Key Performance Indicators (“Performance Milestones”).

• 3) Performance Rights are only transferable or assignable upon the achievement of Performance Milestones.

• 4) Where the person who was initially offered the Performance Rights ceases to be an Eligible Participant and, at that time, there are Milestone Conditions in relation to those Performance Rights that are unsatisfied (and they are not waived), the Company may, subject to the Corporations Act and the Listing Rules, buy back and cancel or sell the Shares in accordance with clause 8.1 of this Plan.

• 5) The Performance Rights are valid for a term of 3 years from the date of issue.

• 6) All shares issued upon exercise of the Performance Rights will rank equally in all respects with shares in the same class.

• 7) In the event of a capital reorganisation, the number of Performance Rights will be adjusted by the Board in accordance with the Corporations Act.

• 8) In the event of a bonus or rights issue, a participant, upon conversion of Performance Rights into shares, will enjoy all rights attaching to the shares of the Company.

• 9) In the event of a takeover, scheme or winding up, the Board is deemed to have waived all conditions applicable to an incentive security,

Director Performance Rights

As outlined in the Company’s General Meeting held on 3 May 2017, the number of Performance Rights and Performance Milestone Conditions that relate to the vesting of Performance Rights issued to Directors are as follows :-

• See chapter 19 for defined terms.

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Key Performance Indicator (Performance Milestone)	Total Number of Performance Rights to be issued to Directors
Achieving a total production of 1,250 tonnes of saleable graphite over any 3 month period	10,800,000
Graphmada Operations achieving cash flow positive results over 3 consecutive months	10,800,000
In addition to meeting the requirements outlined above, achieving a market capitalisation of $75 million	5,400,000

Executive Management Performance Rights

The Directors recently approved the issue of Performance Rights to the Company’s two Key Management Personnel (KMP) as part of the Company’s remuneration strategy. The issue of the Executive Management Performance Rights also form part of the Company’s strategic plan to retain its KMP and reward them for the achievement of short and long term performance targets.

The Performance Rights issued to the Company’s KMP were issued in accordance with the Company’s Incentive Scheme which was approved at meeting of Company Shareholders on 22 August 2016.

The number of Performance Rights issued to each KMP and the performance milestone conditions for vesting are outlined below –

Performance Rights to be issued to be issued to Tim McManus (Chief Executive Officer)	Performance Rights to be issued to David Round (Chief **Financial Officer) **	Key Performance Indicator / Performance Milestone
8,000,000	6,000,000	Achieving a total production of 1,250 tonnes of saleable graphite over any 3 month period
8,000,000	6,000,000	Graphmada Operations achieving cash flow positive results over 3 consecutive months
4,000,000	3,000,000	In addition to meeting the requirements outlined above, achieving a market capitalisation of $75 million .

• See chapter 19 for defined terms.

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