GREENWING RESOURCES LTD — Capital/Financing Update 2018

Dec 13, 2018

ASX Announcement 14 December 2018

BASS COMPLETES CAPITAL RAISING FOR PRODUCTION EXPANSION AND DRILLING

Highlights

• Bass Metals Ltd has received firm commitments for a Strategic Capital Raising to raise $3.3m (before costs) via a placement at an issue price of $0.0125 per share (“the Placement”)

• Subscribers to the Placement will also receive one unlisted option exercisable on or before 31 December 2020 at a price of $0.05 for each two shares issued

• The Company is pleased to report strong demand and support from existing major shareholders in the raising

• The net proceeds from the Placement will be used to fund Mineral Resource drilling, part of the Stage 2 expansion at the Graphmada Mine Capital Equipment Costs and Working Capital.

• Directors and Management have committed to subscribe for a portion of the Placement (subject to receipt of the necessary shareholder approvals).

• Completion of the Placement will leave the Company in a strong financial with approximately A$5.5m in cash and receivables on hand

STRATEGIC RATIONALE

Bass’ major corporate objective over the next 12 months is the delivery of the Stage 2 upgrade and expansion at its Graphmada Large Flake Graphite Mine by early 2020. The establishment of Stage 2 production volumes of 20,000tpa will be a major inflexion point for the Company, which Bass believes will deliver substantial upside to shareholders. Stage 2 will capitalise on the substantial progress to date at Graphmada with infrastructure established and more importantly significant in-house knowledge of Graphite processing.

Bass is currently on a sound financial platform with no debt, 100% ownership of its mining assets and the additional funds from the Placement and growing Sales income will allow Bass to maintain a prudential level of funds to underpin its mining operations and progress Stage 2 upgrade works.

USE OF PROCEEDS

Summary

The net proceeds from the Placement will be used to fund Mineral Resource drilling, commence stage 2 expansion at the Graphmada Mine and Working Capital as detailed below:

-	Mineral Resource drilling program	$0.75m
-	Part of Stage 2 Capital Equipment Costs	$1.0m
-	Additional Working Capital	$1.05m
-	Costs of Offer	$0.25m
-	Total Use of Funds	$3.3m

Mineral Resource Drilling Program

The continued development of Mahefedok, in addition with Mahela, is a significant part of the Stage 2 expansion plans for Graphmada. Through the proposed drill program at Mahefedok, the Company will seek to delineate an increased Mineral Resource and also aim to be able to state a maiden Ore Reserve for the Graphmada Mine.

The Mahela Prospect, located 3.5 kilometres south of the Graphmada Mine has a mineralised footprint 2-3 times that of the Loharano Deposit and is immediately south of the Mahefedok Deposit. Recent auguring results with grades up to 7% TGC of large flake graphite confirm Mahela’s prospectivity and therefore warrants a follow up exploration drill program with the aim of stating a maiden Mineral Resource at the Prospect to add to the Company’s existing Mineral Resource inventory.

A summary of the planned drill program is as follows:

• 3,000 meters of drilling

• The depth per hole is between 40m to 100m

• The number of holes is approximately 50

• The drill hole inclination is 90° and inclined approximately 45–50°

• The preferred core diameter: HQ

The drill program duration is expected to be approximately 6-8 months, depending on weather and sample analysis, turnaround. The Company anticipates there being meaningful data to publish over Q3 and Q4 of FY2019.

Part of Stage 2 Capital Equipment Costs

The Company intends to purchase major equipment items as part of its Stage 2 expansion activities at Graphmada and begin required civil works. Many of

the major items have long lead times for manufacture and shipment and the Company wishes to tender the purchase of these items early in the new year to ensure the Graphmada Mine is in the best possible position once civil works are completed. As such the team at Bass will commence civil works for the expansion also early in 2019.

Working Capital

Working capital will be allocated primarily to completing the technical studies required for the expansion and downstream integration of expandable graphite production, as well as ongoing corporate activities such as market and sales development and other strategic growth initiatives.

DETAILS OF THE PLACEMENT

Pursuant to the terms of the Placement, Bass Metals intends to issue 264 million fully paid ordinary shares (New Shares) via a placement to sophisticated and professional investors at an issue price of $0.0125 per New Share to raise up to $3.3 million before costs. Settlement of approximately $2.75m of the Placement is expected to occur on 20 December 2018 with approximately $0.55m to settle in the new year including the director participation which is subject to receipt of shareholder approval.

Additionally, for every 2 New Shares subscribed for in the Placement, Shareholders will receive 1 free attaching option with an exercise price of $0.05 exercisable on or before 31 December 2020 (Options).

The Placement was completed under mandate between the Company and Joint Lead Managers, Bizzell Capital Partners Pty Ltd, Morgans Corporate Pty Ltd and Baillieu Limited.

Bass’ Chief Executive Officer, Tim McManus : “The team at Bass is delighted to conclude this strategic placement to allow us to move forward and commence our Stage 2 expansion activities. A significant part of the Stage 2 is to build our resource inventory and secure major items of the new plant that are required, without any interruption to the current operations.”

Bass Executive Director, Peter Wright: “We are pleased to complete this transaction with the continued support of several of our major shareholders whom have contributed significantly. Additionally, to have the continued support of Bizzell Capital Partners, Morgans and the addition of Baillieu is pleasing. This transaction allows Bass to fulfil two core corporate objectives, firstly the retention of prudential cash balances whilst at the same time allowing us to continue our progression towards our Stage 2 objectives as planned.”

OPERATIONS AND CORPORATE UPDATE

Mining and processing operations at the Graphmada Large Flake Graphite Mine are continuing to progress well. The Processing Plant continues to perform above name plate capacity and with sales of high value concentrates ramping up, the Company aims to achieve steady state, positive operating cashflow from the mine in early 2019.

Results from the recently completed exploration programs at the Millie’s Reward Lithium Project continue to be processed and the Company expects to be able to report the results from the program in January 2019.

The Company has previously advised that it had entered into underwriting agreements in relation to the exercise of $6.5m worth of its listed series of options (ASX: BSMOB) prior to their expiry. To date, $5.79m has been received by the

Company pursuant to the early exercise of the options pursuant to these agreements. The underwriting agreements contained customary termination provisions including market index fall provisions. Due to the recent falls in the broader market, specifically the S&P ASX 200 index having fallen by greater than 10% from its value at the time the second option expiry underwriting agreement was entered into, the underwriter now has the right to terminate that agreement and the balance of the underwritten option expiry proceeds is unlikely to be received by the Company,

COMPLIANCE

The Company will issue 264,000,000 ordinary shares and 132,000,000 unlisted options with a exercise price of $0.05c and an expiring of 31 December 2018.

In Compliance with ASX Listing Rules, the breakdown of the issue within the Company’s capacity will be as follows –

Issued within existing capacity of 7.1 –

• 34,000,000 Ordinary Shares and

• 132,000,000 Unlisted Options

Issued within existing capacity of 7.1A

• 230,000,000 Ordinary Shares

The Company also confirms that the issue has been done within Compliance of ASX Listing Rules.

The issue price of the shares has been completed at a 22% discount to the 15 day VWAP to the price of ordinary shares traded for this period.

For more information, please contact:

Tim McManus

Chief Executive Officer Phone: (07) 3203 5894 Email: admin@bassmetals.com.au

Peter Wright

Executive Director Phone: (07) 3203 5894 Email: admin@bassmetals.com.au

www.bassmetals.com.au @bassmetals

Disclaimer

This document has been prepared by Bass Metals Limited (the “Company”). It should not be considered as an invitation or offer to subscribe for or purchase any securities in the Company or as an inducement to make an invitation or offer with respect to those securities. No agreement to subscribe for securities in the Company will be entered into on the basis of this document.

This document is provided on the basis that neither the Company nor its officers, shareholders, related bodies corporate, partners, affiliates, employees, representatives and advisers make any representation or warranty (express or implied) as to the accuracy, reliability, relevance or completeness of the material contained in the document and nothing contained in the document is, or may be relied upon as a promise, representation or warranty, whether as to the past or the future. The Company hereby excludes all warranties that can be excluded by law.

Forward Looking Statements

This announcement contains certain ‘forward-looking statements’ within the meaning of the securities laws of applicable jurisdictions. Forward-looking statements can generally be identified by the use of forward-looking words such as ‘may,’ ‘should,’ ‘expect,’ ‘anticipate,’ ‘estimate,’ ‘scheduled’ or ‘continue’ or the negative version of them or comparable terminology.

Any forecasts or other forward-looking statements contained in this announcement are subject to known and unknown risks and uncertainties and may involve significant elements of subjective judgment and assumptions as to future events which may or may not be correct. There are usually differences between forecast and actual results because events and actual circumstances frequently do not occur as forecast and these differences may be material.

Bass Metals does not give any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur and you are cautioned not to place undue reliance on forward-looking statements. The information in this document does not take into account the objectives, financial situation or particular needs of any person. Nothing contained in this document constitutes investment, legal, tax or other advice.

Important information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, or in any other jurisdiction in which such an offer would be illegal. The securities referred to in this document have not been and will not be registered under the United States Securities Act of 1933 (the ‘US Securities Act’), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States, unless the securities have been registered under the US Securities Act or an exemption from the registration requirements of the US Securities Act is available.

This document may not be distributed or released in the United States.

Competent Person Statement

The information in this document that relates to Exploration Results is based on information compiled by Tim McManus, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy and a fulltime employee of the Company.

Tim McManus has sufficient experience that is relevant to the style of mineralization and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves.

Tim McManus consents to the inclusion of the information in this document in the form and context in which it appears.