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GREENWING RESOURCES LTD Capital/Financing Update 2018

May 3, 2018

65029_rns_2018-05-03_7321f3c4-f9eb-4673-a723-0532af56f685.pdf

Capital/Financing Update

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ASX ANNOUNCEMENT 4 MAY 2018

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BASS METALS FURTHER STRENGTHENS ROBUST FINANCIAL PLATFORM TO CONTINUE GROWTH TRAJECTORY.

Highlights

  • Bass has entered into an underwriting agreement for the exercise of $4.5 million worth of the Company’s listed option series (ASX: BSMOB) .

  • $2.5 million of the exercise proceeds to be received immediately with early exercise commitments received from Directors, management and long-term supporters from within Bass’ existing shareholder base with transaction structure minimising dilution by utilising the Company’s existing capital structure.

  • The additional funding allows Bass to retain a prudent level of working capital at its 100% owned debt free operating Graphmada large flake graphite mine over the ramp up period whilst delivering the ability to immediately pursue its substantial broader growth objectives.

  • Growth objectives for the next 6 months include a substantial exploration drilling program at the highly prospective 100% owned Millie’s Reward Lithium project, additional drilling in proximity to Graphmada and substantive planning to enable commencement of early works for the Stage 2 expansion to establish production of 20,000 tpa of Large flake graphite concentrates.

  • Bass has been strongly encouraged by the results from the exploration work to date done at both Millie’s Reward and Mahela and with this additional funding secured, Bass has now approved commencing a comprehensive drill program to follow up an outstanding surface signature with grades up to 7.0% Li2O encountered.

  • Bass to immediately progress final planning for Stage 2 at Graphmada in preparation for the commencement of early works.

  • Bass left on robust financial footing with cash and receivables of $6.5m, zero debt, 100% owned asset portfolio and approaching positive operational cashflow at its 100% owned Graphmada mine.

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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ASX ANNOUNCEMENT 4 MAY 2018

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Bass Metals Limited (“Bass” or “the Company”, ASX Code: BSM) is pleased to announce that it has entered into an underwriting agreement with Bizzell Capital Partners Pty Ltd (‘BCP’) to underwrite the exercise of a portion of the Company’s listed option series (ASX: BSMOB).

BCP has agreed to underwrite the exercise of 180m options with exercise proceeds to the value of $4.5 million representing 28% of the current listed options on issue. Of this underwritten amount, BCP has entered into agreements with a number of option holders for approximately $2.5m to be exercised immediately and for further amounts to be exercised prior to 30 June 2018 to provide near term funding capacity to the Company. As part of this early option exercise, Bass directors have committed to exercise options to the value of $200,000. All senior management have also committed to the early exercise of some of their options.

Funds raised from the transaction further strengthen an already strong financial footing and with the commissioning of Graphamda and the ramp up to nameplate capacity, Bass is in close proximity to positive operational cash flow.

With Bass now well progressed on executing its initial strategy, Bass intends to capitalise on the production platform established and move to execute on its broader growth strategy. With additional funding now in place, Bass is able to pursue these objectives immediately with the board of Bass now approving commencing the next phase of the Millie’s Reward exploration program inclusive of a substantial drilling program for H2 2018.

In addition to the drilling at Millie’s Reward the company intends to conduct exploration in i close proximity to the Graphmada mine to further grow existing Resource inventory. Bass also intends to immediately progress the planning and preparation for the Stage 2 expansion works at Graphmada.

Comment from Bass CEO, Tim McManus:

“This is a pleasing outcome and allows Bass to continue to pursue its overall strategy to become a substantial producer of industrial concentrates. We are pleased with the ramp up at Graphmada and excited to be in proximity to cash flow. We look forward to leveraging off all the hard work and experience gained from Stage 1 to move to Stage 2 of the upgrade and expansion at Graphmada whilst conducting advanced exploration at some of our highly prospective tenements, in particular Millie’s Reward..”

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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ASX ANNOUNCEMENT 4 MAY 2018

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Comment from Executive Director, Peter Wright:

I am pleased with the outcome achieved here. This funding allows us to maintain a prudent working capital buffer for our operations at Graphmada, whilst being able to fund the drilling of projects from within our portfolio that demand attention. To have achieved an outcome where we now will have $6.5m cash and receivables, zero debt, 100% ownership of all our assets and near term cash flow from operations is pleasing. To have achieved this utilising the existing issued capital structure is also pleasing, and I would like to thank all our supporters for their continued support.

The underwriting agreement contains standard terms and conditions for an agreement of this nature including customary termination provisions. BCP will be paid an underwriting fee of 4.5% of the underwritten amount and will be issued 9 million options (exercise price $0.05 expiring 31 December 2020 (Fee Options)). In addition, for option exercise amounts that are received by the Company prior to 30 June 2018, BCP will be paid 3% of the exercise proceeds and 1 Fee Option will be issued to BCP or its nominees for every 2 options exercised prior to 30 June 2018.

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The fully recommissioned Graphmada Large Flake Graphite Mine (Stage 1).

For more information, please contact:

Tim McManus Peter Wright

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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ASX ANNOUNCEMENT 4 APRIL 2018

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Chief Executive Officer Executive Director Phone: (07) 3203 5894 Phone: (07) 3203 5894 Email: [email protected] Email: [email protected]

Please visit us at: www.bassmetals.com.au

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Follow us on Twitter @bassmetals

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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ASX ANNOUNCEMENT 4 APRIL 2018

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ABOUT THE GRAPHMADA LARGE FLAKE GRAPHITE MINE

Bass Metals Ltd. is one of a few publicly listed large flake graphite producers in the world, operating the 100% owned, debt free Graphmada large flake graphite mine, located in eastern Madagascar. Madagascar has been a recognized producer and exporter of premium graphite for over 100 years and sets the world standard for product quality and flake size. The Graphmada mine has 40-year mining permits in place, containing four premium quality, large flake, graphite

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deposits hosted in weathered graphitic gneiss, a soft, easily minable rock that incurs low mining costs. With all associated mining infrastructure and logistics in place, the mine produces and sells a range of graphite concentrates into multiple market segments, to customers in Europe and the United States. The Company is aiming to expand production at Graphmada from 6,000 tonnes per annum to 20,000 tonnes per annum by 2020 (Stage 2) and subsequently install an Expandable Graphite Plant (Stage 3) to provide further value to its loyal shareholders.

ABOUT THE MILLIE’S REWARD PROJECT

Millie’s Reward is a highly prospective conventional spodumene hosted Li2O deposit located in Madagascar. A majority of the visible pegmatitic dykes and sills within the permits are over 10 metres in thickness, with swells in areas of up to 40 metres in thickness, while being up to several hundred metres in length.

Adjacent to the project area is the Holcim Mine, which has a sealed road for product transport

and grid power installed. In addition to the potential access of this infrastructure, Millie’s Reward has extensive water supplies, accommodation and an available local workforce.

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High purity Spodumene crystals discovered at Millie’s Reward

The Project area has been subjected to no modern geological assessment, as all the activity performed in the past occurred at an artisanal mining scale, operated by the local miners working for gemstones.

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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ASX ANNOUNCEMENT 4 APRIL 2018

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DISCLAIMER, STATEMENTS & IMPORTANT INFORMATION

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 forwardlooking 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 full-time 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.

Bass Metals Ltd. (ASX: BSM) Email: [email protected] Phone: (07) 3203 5894 Post: PO Box 1048, Subiaco WA 6904 Web: www.bassmetals.com.au

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