GREENWING RESOURCES LTD - Capital/Financing Update 2020

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ASX Announcement 5 June 2020

Share Purchase Plan

Bass Metals Limited (ASX:BSM)(the Company or Bass ) is pleased to announce that its share purchase plan ( SPP ) opens today.

This follows settlement today of the first tranche of a $2.85 million Equity Raising as announced on 2 June 2020, being a placement of 400,000,000 ordinary shares at a price of $0.0025 to professional and sophisticated investors ( Placement ) raising $1 million. Commitments have also been received for $1.35 million for a conditional placement from professional and sophisticated investors ( Conditional Placement ), which is subject to shareholder approval at a meeting to be held in July 2020.

Attached to this announcement is a copy of the SPP offer booklet and an application form for eligible shareholders to participate in the SPP.

Details of the Share Purchase Plan

The Company is offering existing eligible shareholders (shareholders registered as at 7.00pm (AEST) on 1 June 2020, who have a registered address and are resident in Australia or New Zealand) the opportunity to participate in a share purchase plan (SPP) targeting subscriptions of $0.5 million[1] . Under the SPP, eligible shareholders can apply for up to A$30,000 of new fully paid ordinary shares at an issue price of $0.0025 per share (SPP Shares), without incurring brokerage, commission or other transaction costs. The SPP Shares will rank equally with existing ordinary shares from the date of issue.

Full details of the SPP are set out in the SPP offer booklet, which is being dispatched to eligible shareholders today, 5 June 2020. The SPP offer is scheduled to close at 5.00pm (AEST) on 23 June 2020. Participation in the SPP is optional.

1 This is not a limit on the amount to be raised under the SPP. The Company may decide to accept applications (in whole or in part) that result in the amount raised under the SPP being greater than or less than this amount in its absolute discretion, including where the Company decides to scale back applications for SPP Shares if the aggregate amount applied for under the SPP exceeds the Company’s requirements. If a scale back is applied, it is the Company’s intention that the scale back will be made on a pro rata basis to existing shareholdings.

Key dates for the SPP

EVENT		DATE
Record date for SPP		7:00pm (AEST),
		Monday 1 June 2020

SPP Booklet dispatched and SPP offer opens		Friday 5 June 2020
SPP offer closes		5.00pm (AEST),
		Tuesday 23 June 2020

SPP allotment date		Tuesday 30 June 2020
Normal trading of shares issued under the SPP		Wednesday 1 July 2020

The above dates are indicative only and are subject to change.

For more information, please contact:

Tim McManus	Peter Wright
Chief Executive Officer	Executive Director

Phone: (07) 3063 3233

Email: [email protected] www.bassmetals.com.au

This announcement has been approved by the Company’s Disclosure Committee for release.

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, Exploration Targets 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.

5 June 2020

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Dear Shareholder

SHARE PURCHASE PLAN

On behalf of the board of directors of Bass Metals Limited ABN 31 109 933 995 (ASX:BSM) ( Bass ), I offer you the opportunity to purchase up to $30,000 in additional fully paid ordinary shares in Bass ( Shares ) under this share purchase plan ( SPP ).

Bass has also recently received commitments to subscribe for shares in a placement to institutional and sophisticated investors, at an issue price of $0.0025 per Share, to raise $2.35 million, with $1 million settling on 5 June 2020 and $1.35 million subject to shareholders’ approving the issue at a meeting to be convened in July ( Placement ). Bass is targeting to raise $0.5 million under the SPP however has not set a cap on the amount which may be raised, so may accept subscriptions above this amount.

Funds raised pursuant to the SPP, together with the funds raised under the Placement, will be used to conduct further exploration at the emerging Mahela and Mangabe deposits, progress mine development, progress a definitive feasibility study to determine the optimal plan to increase production capacity at Graphmada, ongoing mine maintenance and general working capital.

The SPP will be available to shareholders on Bass’ Share register at 7.00pm (AEST) on 1 June 2020 (Record Date), and which have a registered address in Australia or New Zealand (Eligible Shareholders).

The SPP provides Eligible Shareholders with the opportunity to acquire additional Shares at $0.0025 per Share, being the same issue price as under the Placement (Issue Price). The Issue Price represents a discount of 37.5% to the closing price of Bass Shares on 26 May 2020 (the last day of trading before Bass announced the Placement and SPP). There are no transaction costs or brokerage costs to participating Bass shareholders.

The SPP closes at 5.00pm (AEST) on 23 June 2020. If you intend to participate in the SPP, your application and funds must be received by then. Bass reserves its right to close the SPP early. Regardless of when (during the SPP offer period) you submit your application and funds, your application will be deemed to be made and received on the closing date of the SPP offer.

This letter and the accompanying material sets out the terms and conditions of the SPP. Additional information about Bass, including all ASX announcements, is available at www.bassmetals.com.au.

The board of directors of Bass encourages you to consider this opportunity, and thanks you for your continued support.

Yours faithfully Rick Anthon Chairman

BASS METALS LTD. (ASX: BSM) ABN: 31 109 933 995 Phone: +61 (0) 7 3063 3233 Website: www.bassmetals.com.au Post: PO Box 15048 Brisbane Qld 4000

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BASS METALS LIM I TED – SHARE PURCHASE PLAN TERMS AND CONDITIONS

OFFER DETAILS

Issue Price	$0.0025 per Share
Application Amounts	Any amount (subject to a minimum of
	$500 and a maximum of
	$30,000)
Record Date	1 June 2020 7.00pm
	(AEST)
Closing Date	23 June 2020 5.00pm (AEST)
Allotment Date	30 June 2020
Quotation Date	1 July 2020

By accepting the SPP offer, you accept the risk that the market price of Bass ’s Shares mayfall below the Issue Price between the date of this offer and the Allotment Date, in which case you may have been able to buy the Shares at a lower price than the Issue Price.

By making an application, you represent to Bass, as at the Closing Date (being the date on which your application is deemed to be made and received), the matters set out under the heading ‘Your representations’ in these terms and conditions and in the Application Form.

HOW MANY SHARES

Eligible Shareholders receive the number of Shares equal to the Application Amount (subject to any scale-back) divided by the Issue Price.

An illustration of the number of Shares to be issued (which will vary depending on the applicant's total application amount) is as follows:

HOW DO I ACCEPT?

To participate, you should either:

(a) return your Application Form, together with a cheque, by 5.00pm (AEST) on 23 June 2020 ; or
(b) pay the Application Amount via BPAY so the payment is received by 5.00pm (AEST) on 23June 2020 .

BPAY instructions are set out on the Application Form. If you use BPAY, you do not need to return your Application Form. Please make sure you use the specific biller code and unique reference number on your personalised Application Form. Your financial institution may implement earlier cutoff times for electronic payment. You should take this into consideration when making payment.

If paying by cheque, use the reply paid envelope or deliver it to the address on the Application Form. Applications received after the Closing Date will not be accepted.

Funds received for applications by cheque or BPAY will be regarded as applications for the maximum number of shares that those funds will pay for in full.

Application amount	Shares issued (subject to scale-back)
$2,000	800,000
$10,000
	4,000,000
$20,000
	8,000,000
$30,000
	12,000,000

Fractions (if any) will be rounded down, and any marginal application amount remaining as a result of such rounding may be retained by Bass. Eligible Shareholders are therefore encouraged to pay the application amount equal to the number of Shares they wish to apply for. If a scale-back occurs, you will be refunded the balance of your application amount in accordance with the 'SCALE-BACK' policy set out in this document.

The Issue Price is the same as the issue price of the Placement in accordance with ASX’s Class Decision Waiver dated 23 April 2020.

Shares issued under the SPP may be sold or transferred on ASX at any time after the Quotation Date.

All Applications will be deemed to be made on the Closing Date. Applications cannot be withdrawn on or after the Closing Date.

Bass ’s market price may vary at any time during the offer period and Bass ’s Shares may trade at a price that is lower than the Issue Price.

ELIGIBILITY TO PARTICIPATE

Participation in the SPP is optional. The offer is open to all shareholders with a registered address in Australia or New Zealand as at the Record Date.

Multiple holdings

If you are the only registered holder of Bass Shares, but you receive more than one offer under the SPP (for example, due to multiple registered holdings), you may only apply in total for a maximum of $30,000 worth of Shares.

Joint holders

If you are a joint holder of Bass Shares, that holding is considered to be a single registered holding for the purpose of the SPP. You are entitled to participate in the SPP for that single holding only. If you are a joint holder and you receive more than one offer under the SPP, you may only apply in total for a maximum of $30,000 worth of Shares.

Trustee or nominee

If you are expressly noted on Bass ’s Share register as a trustee or nominee for a named beneficiary, you may only apply for one maximum parcel of shares for each named beneficiary. If Bass ’s share regist ry does not record a named beneficiary in respect of your trustee or nominee holding, the rules for multiple single holdings apply.

Custodians

If you are a custodian within the definition of ‘custodian’ in ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547 and hold Bass Shares for one or more persons (each a Participating Beneficiary ), or on behalf of another custodian of Bass Shares, you may apply for up to a maximum of $30,000 worth of Shares for each Participating Beneficiary, subject to providing Bass a ‘custodian certificate’ in addition to the Application Form, which certifies matters required by ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. Please contact Bass ’s share registry to obtain the form of the custodian certificate.

DIRECTORS, OFFICERS AND EMPLOYEES

Directors, officers and employees of Bass who are Eligible Shareholders may participate in the SPP.

SCALE-BACK

If a scale-back occurs, the difference between the value of the Shares allotted and the Application Amount paid to Bass (only where the amount is greater than the Issue Price) will be refunded to you as soon as practicable following the Allotment Date. Any scale-back will be announced on the Allotment Date. No interest will be paid on any Application Amount paid or refunded. Scale-back decisions are made by the board of directors of Bass and are final.

ASX QUOTATION

After Shares are issued and allotted under the SPP, Bass will apply to ASX for quotation of the Shares on the Official List and send an allotment notice to each Eligible Shareholder’s registered address.

NO COSTS

Eligible Shareholders may subscribe without incurring brokerage costs, commission or other transaction costs.

BASS ’ RIGHTS

Bass retains absolute discretion to increase the total amount raised under the SPP offer or accept applications for a total amount lower than $0.5 million.

Bass may reject any application for Shares under the SPP, which it believes does not comply with these terms and conditions, including where it appears that you are not an Eligible Shareholder, if a cheque is returned unpaid, the Application Form has not been properly completed, or where there are grounds for believing that the applicant is not acting in good faith.

Bass may modify, suspend or cancel the SPP at any time. If Bass does this it will notify ASX. If the SPP is cancelled, the Application Amount will be refunded without interest. Neither Bass, nor the board of directors of Bass, accepts or assumes any liability to shareholders because of the variation, suspension or termination of SPP.

Bass may settle, at its discretion in any manner it deems fit, any anomalies or disputes in connection with the SPP, and that decision is conclusive and binding on all applicants. Bass reserves the right to waive strict compliance with these terms and conditions.

Bass may, in its absolute discretion, scale-back applications under the SPP. In accordance with the ASX Class Waiver Decision dated 23 April 2020, and scale-back will be made on a pro-rata basis to all applicants to existing shareholdings.

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YOUR REPRESENTATIONS

By completing and returning the Application Form or by making a BPAY payment, you:

(a) certify to Bass that you are an Eligible Shareholder and will not forward this document to any person outside Australia or New Zealand;
(b) represent that you are not in the United States or acting for the account or benefit of a person in the United States;
(c) understand that the Shares have not been, and will not be, registered under the US Securities Act of 1933 ( US Securities Act ) and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws;
(d) acknowledge and agree that if you are acting as a trustee, nominee or custodian: (1) each beneficial holder on whose behalf you are participating is resident in Australia or New Zealand (or such other countries as Bass may have agreed in writing having regard to applicable laws); and (2) you have not sent this document or any other materials relating to the SPP to any person outside Australia or New Zealand (or such other countries as Bass may have agreed in writing having regard to applicable laws);

FOREIGN OFFER RESTRICTIONS

This document does not constitute an offer of Shares in any jurisdiction in which it would be unlawful. In particular, the Shares have not been, and will not be, registered under the US Securities Act and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. Persons in the United States may not, directly or indirectly, participate in the SPP.

This document may not be distributed to any person, and the Shares may not be offered or sold, in any country outside Australia or New Zealand.

OTHER INFORMATION

The Offer is non-renounceable, which means that you cannot transfer your right to purchase Shares under the SPP to anyone else. Shares issued under the SPP will rank equally in all respects with existing Bass Shares.

This document is not an offer of securities in any place outside Australia or New Zealand and does not take into account your individual investment objectives, financial situation or particular needs. An investment in Bass is speculative. You should therefore obtain independent financial and taxation advice before making an investment decision.

(e) authorise Bass (and its officers and agents) to correct any error in, or omission from, your Application Form and complete an incomplete Application Form;
(f) accept the risks associated with any refund that may be sent to your address or to your nominated bank account as shown on Bass ’s Share register;
(g) acknowledge that Bass may at its discretion determine that your Application Form is valid, even if the Application Form is invalid;
(h) irrevocably and unconditionally agree to these terms and conditions; and
(i) acknowledge that Bass is not liable for any exercise of its discretions referred to in these terms.

ABN 31 109 933 995

For all enquiries:

Phone:

(within Australia) 07 3063 3233 (outside Australia) 61 7 3063 3233 Web:

www.investorcentre.com/contact

Make your payment:

See overleaf for details of the Offer and how to make your payment

Share Purchase Plan Application Form

 [Your payment must be received by 5:00pm (AEST) Tuesday 23 June 2020]

This is an important document that requires your immediate attention.

It can only be used in relation to the shareholding represented by the details printed overleaf. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

By making payment you agree to be bound by the Constitution of Bass Metals Limited and that the submission of this payment constitutes an irrevocable offer by you to subscribe for Bass Metals Limited shares on the terms of the Share Purchase Plan (SPP).

In addition, by making payment you certify that the aggregate of the application price paid by you for:

Bass Metals Limited may make determinations in any manner it thinks fit, in relation to any difficulties which may arise in connection with the SPP whether generally or in relation to any participant or application.

Any determinations by Bass Metals Limited will be conclusive and binding on all Eligible Shareholders and other persons to whom the determination relates. Bass Metals Limited reserves the right to waive strict compliance with any provision of the terms and conditions of the SPP, to amend or vary those terms and conditions or to suspend or terminate the SPP at any time. Any such amendment, suspension or termination will be binding on all Eligible Shareholders even where Bass Metals Limited does not notify you of that event.

the New Shares the subject of the payment slip overleaf; and
any other shares and interests in the class applied for by you under the SPP or any similar arrangement in the 12 months prior to the date of submission of the payment, does not exceed $30,000.

Step 1: Registration Name & Offer Details

Details of the shareholding and the Offer are shown overleaf.

Please check the details provided and update your address via www.investorcentre.com if any of the details are incorrect.

If you have a CHESS sponsored holding, please contact your Controlling Participant to notify a change of address.

Step 2: Make Your Payment

Note that shares may be purchased subject to purchase of the minimum value and not exceeding the maximum value. Note that the amount chosen may be subject to scale back in accordance with the terms of the SPP.

Choose one of the payment methods shown below.

BPAY ®: See overleaf. Do not return the payment slip with BPAY payment.

By Mail: Complete the reverse side of this payment slip and detach and return with your payment. Make your cheque, bank draft or money order payable in Australian dollars to " Bass Metals Limited " and cross " Not Negotiable ". The cheque must be drawn from an Australian bank. Cash is not accepted.

Payment will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques received may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the payment slip. Receipts will not be forwarded. Funds cannot be debited directly from your account.

Entering your contact details is not compulsory, but will assist us if we need to contact you.

Bass Metals Limited Share Purchase Plan Application Form Payment must be received by 5:00pm (AEST) Tuesday 23 June 2020

Turn over for details of the Offer è

® Registered to BPAY Pty Limited ABN 69 079 137 518

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Share Purchase Plan Application Form

Registration Name & Offer Details

[For your security keep your SRN/] HIN confidential.

Registration Name:

Entitlement No:

Offer Details:

1 June 2020

Record date: Minimum value $500 available to purchase: Maximum value $30,000 available to purchase:

Make Your Payment by 5:00pm (AEST) Tuesday 23 June 2020

To avoid postal delay make your payment via BPAY either online or by phone with your bank using the payment details below.

BPAY Biller Code: 321166  Ref No:

Cheque, bank draft or money order

Make your cheque, bank draft or money order payable to " Bass Metals Limited " and cross " Not Negotiable ". Return your payment with the below payment slip to: Computershare Investor Services Pty Limited GPO BOX 505 Melbourne Victoria 3001 Australia

Contact your financial institution to make your payment from your cheque or savings account.

BPAY

Neither Computershare Investor Services Pty Limited (CIS) nor Bass Metals Limited accepts any responsibility for loss incurred through incorrectly completed BPAY payments. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time. Eligible Shareholders should use the customer reference number shown on this Application Form when making a BPAY payment.

MAIL

Neither CIS nor Bass Metals Limited accepts any responsibility if you lodge the payment slip below at any other address or by any other means.

Privacy Notice

The personal information you provide on this form is collected by CIS, as registrar for the securities issuer (the issuer ), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. In addition, the issuer may authorise us on their behalf to send you marketing material or include such material in a corporate communication. You may elect not to receive marketing material by contacting CIS using the details provided above or emailing [email protected]. We may be required to collect your personal information under the Corporations Act 2001 (Cth) and ASX Settlement Operating Rules. We may disclose your personal information to our related bodies corporate and to other individuals or companies who assist us in supplying our services or who perform functions on our behalf, to the issuer for whom we maintain securities registers or to third parties upon direction by the issuer where related to the issuer’s administration of your securityholding, or as otherwise required or authorised by law. Some of these recipients may be located outside Australia, including in the following countries: Canada, India, New Zealand, the Philippines, the United Kingdom and the United States of America. For further details, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please contact our Privacy Officer at [email protected] or see our Privacy Policy at www.computershare.com/au/privacy-policies.

Detach here

Purchase Details for Bass Metals Limited

Amount between $500 and $30,000

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A$ .
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You may apply for securities from a minimum of $500 up to a maximum of $30,000.