GREENWING RESOURCES LTD — Capital/Financing Update 2019

Jun 27, 2019

ASX Announcement 28 June 2019

CAPITAL RAISING TO ACCELERATE EXPLORATION AND CONTINUING DEVELOPMENT OF GRAPHMADA GRAPHITE MINE.

HIGHLIGHTS

• Capital raising of up to A$4m (before issue costs) via a tranched issue of Convertible Notes.

• Bass has received subscriptions from cornerstone investors for A$1.4m of the Convertible Notes which have been issued today as an initial tranche (refer attached Appendix 3B).

• Bass has also received commitments for a further A$1.1m, including participation from directors, the issue of which will be subject to receipt of necessary shareholder approvals.

• This funding and growing production revenues has Bass well placed to pursue its objectives and allows Bass to continue exploration programs targeting additional Mineral Resources to underpin plans for the future development of large-scale mining and processing operations.

• The raising will also enable Bass to retain a prudent level of working capital at its 100% owned Graphmada large flake graphite mine.

Bass Metals Limited (“Bass” or “the Company”, ASX Code: BSM) is pleased to announce that it has entered into an agreement with Bizzell Capital Partners Pty Ltd and Morgans Corporate Ltd to raise up to A$4m via the issue of Convertible Notes.

PRINCIPAL TERMS:

Issue Amount: Up to $4 million

Issue Price: Face value of 0.8 cents per Convertible Note

Interest Rate: 15% per annum

Interest Payments: Interest paid half yearly in arrears and the interest may be paid in at Bass’ election by the issue of further Convertible Notes.

Maturity Date: 15 June 2021

Conversion Terms: Convertible at any time at the Convertible Note holder’s election into one ordinary share in Bass subject to usual adjustment mechanisms in certain circumstances

Security: The Convertible Notes will be secured over the assets of Bass.

An initial tranche of $1.41m of Convertible Notes has been subscribed for by cornerstone investors and issued today. The placement of Convertible Notes is been made to sophisticated and professional investors and includes participation from a number of existing shareholders of the Company. The Company has also received commitments for a further tranche of $1.1m of Convertible Notes including $85,000 from Directors the issue of which will be subject to receipt of necessary shareholder approvals.

The proceeds of the offer will be used for:

• Additional exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11[th] June 2019).

• Sustaining capex and continued stage 2 expansion works.

• General Working capital and costs of the offer.

The intention to undertake this capital raising was disclosed by the Company in its letter to ASX dated 20[th] May 2019 (response to ASX query on Appendix 5B), when it noted that the Company has taken steps to raise further cash to fund its operations and expects to secure substantial additional cash funding in June 2019.

MR TIM MCMANUS CEO:

We’ve had a much stronger quarter with production, sales and revenue setting several records post commissioning at Graphmada. Crucially post investment at site, Graphmada is now consistently producing at the critical 94% Fixed Carbon (FC) and will average at or above 94% FC for the June Quarter.

With this funding package Bass is undertaking exploration aiming for additional Mineral Resources to underpin plans for the future development of large-scale mining and processing operations. This will commence with extensive drilling at Mahela and tabling the results of the recently completed drill program at Mahefedok.

In parallel we look forward to continued improvement at Graphmada and anticipate growing revenues, production tonnes and sales over the coming quarter and beyond.

For further 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

==> picture [11 x 11] intentionally omitted <==

@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 Targets, Results, and Mineral Resources 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.