GREENWING RESOURCES LTD — Capital/Financing Update 2019

Jun 27, 2019

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 Convertible Notes (Unlisted) be issued

• 2 Number of[+] securities issued or 176,250,000 Convertible Notes to be issued (if known) or maximum number which may be issued

• 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 are convertible at any time at the holder’s election into one ordinary share of the Issuer (Bass Metals Ltd - ASX: BSM) and have a maturity date of 15 June 2021. The face value for each note is $0.008. Bass Metals Ltd (“The Company”) may issue a Redemption Notice to Noteholders at any time after 30 June 2020 specifying a Redemption Date no earlier than 15 days after the date of the Redemption Notice. Notwithstanding the issue of a Redemption Notice, a Holder may give a Conversion Notice in respect of any of its Notes which are the subject of the Redemption Notice up to the before the relevant Redemption Date (or such later time as the Company may agree with the relevant Holder), and only Notes for which Conversion Notices have not been so given or are treated as having not been given will be Redeemed on the specified Redemption Date. Holders are to be granted security over assets of the Company in accordance of the Convertible Note Trust Deed Interest is payable at 15% per annum on the Convertible Notes and interest will is payable at the six monthly in arrears with the first payment got the period to 30 September 2019. The Issuer may elect, at its discretion, to issue Notes (at the Issue Price and on the same terms and conditions as the Placement Notes) in lieu of any Interest due on an Interest Payment Date, and the issue of those Notes will be in full and final satisfaction of the Interest due and payable on that date.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No in all respects from the[+] issue date with an existing[+] class of Shares issued on conversion of the Convertible quoted[+] securities? Notes will rank equally with existing Shares in all respects from the date of issue of the Shares. 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 $0.008 per Convertible Note 6 Purpose of the issue Convertible Notes issued to finance (If issued as consideration for continued exploration, sustaining capex and the acquisition of assets, clearly production expansion early works capex, identify those assets) general working capital and costs of the issue. 6a Is the entity an[+] eligible entity Yes 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 6 The date the security holder 6 May 2019

6 The date the security holder b resolution under rule 7.1A was passed

• See chapter 19 for defined terms.

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6c Number of+securities issued without security holder approval under rule 7.1 6 d 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. 6 h 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.

N/A

28 June 2019

• 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) 9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	Number	+Class
	2,809,874,584 302,226,884		Fully Paid Ordinary shares. Listed Options (expiry date 31 December 2018; exercise price $0.025
	Number 17,500,000 17,500,000 17,500,000 13,400,000 13,500,000 13,500,000 16,200,000 14,000,000 176,250,000	+Class Unlisted Options (expiring 31/12/2020; exercise price $0.025) Unlisted Options (expiring 31/12/2020; exercise price $0.075) Unlisted Options (expiring 31/12/2020; exercise price $0.10) Unlisted Director Options (expiring 31/12/2020; exercise price $0.025) Unlisted Director Options (expiring 31/12/2020; exercise price $0.075) Unlisted Director Options (expiring 31/12/2020; exercise price $0.010) Director Performance Rights Executive Management Performance Rights Convertible Notes
	N/A

• See chapter 19 for defined terms.

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Part 2 - Pro rata issue

art 2 - Pro rata issue
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	N/A
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• See chapter 19 for defined terms.

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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
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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 )

• (a) +Securities described in Part 1

• See chapter 19 for defined terms.

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(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)

Number +Class

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

• See chapter 19 for defined terms.

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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.

• 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.

==> picture [151 x 42] intentionally omitted <==

Sign here: ............................................................ Date: 28 June 2019 (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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	2,357,494,548 ( Refer Appendix 3B issued 07/05/2018 )
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • 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	17,002,299 shares issued on 28 May 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options. 40,612,384 shares issued on 11 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 80,911 shares issued on 14 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 21,165,130 shares issued on 25 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 19,617,297 shares issued on 29 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 2,400,000 shares issued on 10 August 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 1,000,000 shares issued on 2 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 10,875 shares issued on 14 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 20,400,000 shares issued on 26 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 32,392,492 shares issued on 31 October 2018 under Listing Rule 7.2 (exception 4) on

• See chapter 19 for defined terms.

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	conversion of listed and unlisted options 2,218,310 shares issued on 14 September 2018 24,800,000 shares issued on 16 November 2018 7,350,000 shares issued on 20 December 2018 66,334 shares issued on 20 December 2018 2018 under Listing Rule 7.2 (exception 4) on conversion of listed options 64,000 shares issued on 31 December 2018 under Listing Rule 7.2 (exception 4) on conversion of listed options 27,120,000 shares issued on 20 March 2019 under Listing Rule 7.2 (exception 4) 17,308,720 shares issued on 29 March 2019 under Listing Rule 7.2 (exception 4)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	2,591,103,270

• 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	388,665,491
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	800,000 shares agreed to be issued under placement announced on 14/12/18 (ratified but not issued) 560,000 options issued under placement announced on 14/12/18 (ratified but not issued)
“C”	1,360,000
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	388,665,491
Subtract“C” Note: number must be same as shown in Step 3	1,360,000
Total[“A” x 0.15] – “C”	387,305,491

• 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” 2,591,103,270 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 0.10 259,110,327

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	259,110,327
Subtract“E” Note: number must be same as shown in Step 3	Nil
Total[“A” x 0.10] – “E”	259,110,327

• See chapter 19 for defined terms.

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• See chapter 19 for defined terms.

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