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GREENWING RESOURCES LTD Capital/Financing Update 2020

Jun 1, 2020

65029_rns_2020-06-01_428b38e4-4938-4cc8-b6ce-b42932589973.pdf

Capital/Financing Update

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CAPITAL RAISING PRESENTATION

BASS METALS

JUNE 2020

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.

The document may contain forward-looking information and prospective financial material, which is predictive in nature and may be affected by inaccurate assumptions or by known or unknown risks and uncertainties, and may differ materially from results ultimately achieved. All references to future production, production targets and resource targets and infrastructure access are subject to the completion of all necessary feasibility studies, permitting, construction, financing arrangements and infrastructure-related agreements. Where such a reference is made, it should be read subject to this paragraph and in conjunction with further information about the Mineral Resources and Exploration Results, as well as the Competent Persons' statements. All persons should consider seeking appropriate professional advice in reviewing the document and all other information with respect to the Company and evaluating the business, financial performance and operations of the Company. Neither the provision of the document nor any information contained in the document or subsequently communicated to any person in connection with the document is, or should be taken as, constituting the giving of investment advice to any person.

Forward Looking Statements

This document may contain certain forward-looking statements. Such statements are only predictions, based on certain assumptions and involve known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control. Actual events or results may differ materially from the events or results expected or implied in any forward-looking statement. The inclusion of such statements should not be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions or that any forward looking statements will be or are likely to be fulfilled. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this document (subject to securities exchange disclosure requirements). 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.

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.

Subsequent Public Reporting

The information for the JORC Mineral Resource Summary is extracted from the ASX Announcement “Strategic investment in producing graphite asset” released 2 September 2015, which is available to view on www.asx.com.au. Bass Metals Ltd. confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement and all material assumptions and technical parameters underpinning the estimates in the relevant market announcement continue to apply and have not materially changed. The company confirms that the form and context in which the Competent Person’s findings are presented have not been materially modified from the original market announcements.

Executive Summary

  • ❑ Bass is the 100% owner of the Graphmada Mining Complex in Eastern Madagascar.

  • ❑ Graphmada has a unique regolith hosted (soft rock) graphite deposit that is characterized by greater than 90% large flake graphite in-situ. Bass has consistently produced clean, high purity large flake concentrates sold into wide range of end use markets.

  • ❑ Bass has expanded its Mineral Resource[1,2,3] from an initial 5.7 million tonnes (mt) to 14.4mt over two exploration programs, with a further exploration program currently underway.

  • ❑ Bass has in place all mining and processing infrastructure, including roads, bridges, power, camp, tailings dams amongst other achievements. The Complex sits adjacent to the main national highway and is 110km to the country’s only deep water port at Toamasina.

  • ❑ Bass has 40 year mining lease permits and 20 year landholder agreements in place.

  • ❑ Bass comprehensively refurbished the mine with recommissioning occurring in May 2018 with Bass producing its last tonne of graphite in March 2020, and sold 780 metric tonnes in the March 2020 quarter, prior to the enforced shutdown owing to COVID-19 restrictions.

  • ❑ Bass has established diversified sales channels with its concentrates having made sales into Europe, the USA, India and China.

  • ❑ Bass’ clean, high purity large flake concentrates have the main requisite qualities for a range of advanced materials and end uses. The Company is collaborating with specialists to advance downstream product development.

  • ❑ Bass is raising equity by way of a $2.35m placement and share purchase plan (targeting $0.5m) to conduct further exploration at the emerging Mahela and Mangabe deposits, continue progress on mine development, a definitive feasibility study, mine maintenance and for working capital.

1, 2, 3 See Footnotes at end of presentation.

BASS METALS LIMITED (ASX:BSM)

Graphmada Mining Complex: A significantly derisked platform for growth.

Large-Flake Graphite production established

Diversified sales channels established Infrastructure in place

Low cost expansion of resources Large-Flake and clean concentrates ideal for advanced products Easily mineable softrock mineralization

Corporate

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$1.2m net
$11.2M Share price: 2810m shares
cash &
Market Cap 0.4c per share on issue
receivables
DIRECTORS AND MANAGEMENT SHAREHOLDING INFORMATION
RICK ANTHON 20 LARGEST SHAREHOLDERS
Non-Executive Chairman OWN 40.7%
Predominantly high net worth investors
PETER WRIGHT
Executive Director DIRECTORS AND MANAGEMENT
OWN 4.1%
JEFFREY MARVIN
Non-Executive DirectorDD SHARE PRICE HISTORYDD
52 week high $0.010
TIM MCMANUS 52 week low $0.002
Chief Executive Officer
CONVERTIBLE NOTES
MAMISON RANDRIANANATENAINA 816m Convertible Notes on issue
General Manager (Corporate) Face value of $0.008
Maturing June 2021
ANGUS CRAIG Unlisted
Company Secretary The Graphmada Mining Complex is
located in Eastern Madagascar which is
situated approx. 400km off the coast of
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The Graphmada Mining Complex is located in Eastern Madagascar which is situated approx. 400km off the coast of East Africa.

  • as at 26 May 2020

Impact of COVID-19

  • ❑ A planned suspension of mining activities in December 2019 due to forecast difficult monsoonal weather, with operations anticipated to resume in April 2020. Production activities, including drying and screening, continued into March 2020.

  • ❑ On 25 March 2020, Bass announced the suspension of mining and production activities at the Graphmada Mining Complex for the foreseeable future with the onset of the COVID-19 pandemic, which resulted in a myriad of restrictions being put in place by the Madagascan and other governments, including the movement of people and cargo.

  • ❑ Some activities are continuing both in Madagascar and Australia in compliance with regulatory guidance including exploration drilling and related activities, progress on mine development and the definitive feasibility study and mine maintenance.

  • ❑ Cost management actions taken include:

  • 75% reduction in workforce

  • 20-35% reduction in senior management and board remuneration

  • Reduction in fuel costs (largest cost) by greater than 90% with mining suspended

  • Sustaining capital has been suspended.

6

1

Established platform for growth

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2
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3

4

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Global critical minerals & specialty carbons opportunities

Bass ideally placed to participate with large flake and clean concentrates

Broad sales channels established

Zero tonnes penalized or rejected to date.

Quality of Resource

90%+ large flake in-situ, low impurity resulting in sought after concentrates

Materially growing our Mineral Resource base

50% growth in Mineral Resources over the last 2 years. Exciting discoveries.

Established infrastructure, production and sales

A fully permitted asset with established production and sales, experienced staff, infrastructure and established pathways to market.

5

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Growth Strategy Building on milestones achieved to date

A timeline of milestones

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Achieved 100%
Mine recommissioning & Record
ownership of
ramp up of production. production & sales.
Graphmada Mine.
2016 2017 2018 2018 2019 2020
Established sustainability Established sales Resource expansion,
program & commenced channels into India, Feasibility studies,
mine refurbishment. China, USA and Europe. Product development
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Large scale production & downstream integration

Building on substantial progress to date

Complete feasibility studies for large scale mining and processing

Receive Large Project Status under Malagasy Mining Law

2020-2025

Large scale mining and processing, materially reducing operating costs

Build downstream purification, expandable graphite, graphene and specialty carbon Smart Manufacturing through high value partnerships

“We are excited for what lies ahead for Bass. Having proven sustainable operations are achievable and, in the process, we have significantly de-risked our operations and developed viable long-term sales channels, we look forward to continue to build value for our shareholders and prepare for graphite’s substantial role in the next generation of technologies and industrial uses.” – Tim McManus CEO

Growing shareholder value

DRILLING

Advancing a material increase in production of high value graphite concentrates

With the recent upgrade and expansion of our Mineral Resources and proven sustainable production and sales, the Company has moved to its next step of development; completion of feasibility studies and applying for Large Project Status, integrating large scale mining and processing operations with downstream purification and carbon product manufacture.

3,000m of drilling to continue to develop a vastly unexplored region.

RESOURCE & RESERVES

Continue growing our resource base for large scale mining and processing over our 40 year mining permit term.

STUDIES

Completing ore reserve estimation and feasibility studies in preparation for Large Project Status.

2020 Activities

Drilling to materially grow our 01 graphite resources for large scale mining and processing.

Advance feasibility studies for 02 large scale mining and processing.

Progress off-take agreements 04 for expanded production volumes. Research and develop advanced 05 composites and specialty carbon products.

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03
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Apply for Large Project Status.

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MINERAL RESOURCES

Establishing a platform for large scale production

Highly weathered regolith-hosted graphite mining operations have significant cost and environmental advantages over hard rock mining operations due to:

  • Low mining costs : soft easily minable, free-digging material with very low strip ratios.

  • Low processing costs : with no primary crushing and grinding circuit resulting in large capital and operating cost advantages.

  • The preservation of high value large flakes due to graphite’s chemically inert properties.

Mineral Resources

Madagascar has produced benchmark quality graphite for over 100 years due to the high purity, large flake graphite hosted in soft, easily mineable regolith.

Bass’ Mineral Resources are >90% Large Flake (>180 microns) insitu. Previous production processes have produced up to 62% large flake from these established Resources.

Total
Resources
1, 2, 3 Tonnes TGC Contained
Graphite
Measured 0.4 Mt 4.1% 16 Kt
Indicated 4.0 Mt 4.3% 172 Kt
Inferred 9.9 Mt 3.9% 386 Kt
Total 14.3 Mt 4.0% 574 Kt

Figures subject to rounding

1, 2, 3 See Footnotes at end of presentation.

Exploration strategy

  • ❑ Drilling to date has targeted soft rock (regolith) down to a maximum of approx. 50m

  • ❑ Current Mineral Resources have been estimated from this shallow drilling

  • ❑ Drilling stopped at hard rock (bedrock)

  • ❑ The known hard rock mineralisation remains open and untested at depth

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Example of drilling and cross section of the Mahela deposit

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Exploration Potential

Well established project development pipeline

Growing our resource base to underpin large scale mining and processing operations

First to drill and explore using modern methods in the region

Potential4 Tonnes Total Graphitic
Carbon
Contained
Graphite
Soft Rock 13 - 23 Mt 4% - 6% 600 - 1,300 Kt
Hard Rock 73 - 123 Mt 4% - 6% 3,500 – 7,100 Kt
Total 86- 146Mt 4%-6% 4,100–8,400Kt

Figures subject to rounding

Important Note: An Exploration Target is a statement or estimate of the exploration potential of a mineral deposit in a defined geological setting where the statement or estimate, quoted as a range of tonnes and a range of grade, relates to mineralisation for which there has been insufficient exploration to estimate a Mineral Resource. The potential quantity and grade of the Exploration Target is conceptual in nature, there has been insufficient exploration to estimate an additional Mineral Resource and it is uncertain if further exploration will result in the estimation of an additional Mineral Resource.

4 See Footnotes at end of presentation.

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success Exploration

Bass recently completed an initial surface exploration program which identified mineralization of at least 4.5km in strike between the Mahela and Loharano large flake graphite deposits (the ‘Mineralized Trend’)[10] .

Bass is pleased to announce that extensive and pervasive large flake graphite mineralization has been identified at the newly named Mangabe Project.

The Project is a near-mine mineralization zone located a short 2km haul to well-established large flake graphite mining and processing infrastructure (Graphmada).

10 See Footnotes at end of presentation.

Historic find

Discovered when establishing the drill program in the area, a small historic graphite mine demonstrated up to 4.5m of large flake graphite mineralization from surface[10] .

From (m) To (m) Int (m) Lithology Comments
0 0.5 0.5 Regolith Visual
Graphite
0.5 2.5 2 Regolith Visual
Graphite
2.5 4 1.5 Regolith Visual
Graphite
4 4.5 0.5 Regolith Visual
Graphite

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10 See Footnotes at end of presentation.

Cumulative growth in Mineral Resources

Low cost and rapid asset growth

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2020
Exceptionally low discovery cost
of A$3.90 per tonne of ore.
2019
2017
?
2016
14.4 Mt
10.0 Mt
5.7 Mt
Loharano [1] Mahefedok [2] Mahela [3] Mangabe [10]
Indicated – 0.4 Mt @ 5.1%TGC Measured – 0.4 Mt @ 4.1%TGC Indicated – 2.4 Mt @ 4.1%TGC
Inferred – 5.3 Mt @ 4.0%TGC Indicated – 1.2 Mt @ 4.3%TGC Inferred – 2.0 Mt @ 3.4%TGC
Total – 5.7 Mt @ 4.1%TGC Inferred – 2.6 Mt @ 4.3%TGC Total – 4.4 Mt @ 4.8%TGC
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Indicated – 0.4 Mt @ 5.1%TGC Inferred – 5.3 Mt @ 4.0%TGC Total – 5.7 Mt @ 4.1%TGC

Measured – 0.4 Mt @ 4.1%TGC Indicated – 1.2 Mt @ 4.3%TGC Inferred – 2.6 Mt @ 4.3%TGC Total – 4.3 Mt @ 4.3%TGC

1, 2, 3, 10 See Footnotes at end of presentation.

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Production An established platform for growth

Mining, processing and selling graphite – what’s important?

  • Large Flake – The size of graphite concentrates are a key revenue driver with large flakes attracting a higher price. The percentage of concentrates that can be produced and sold above 180 microns (large flake) directly impacts the basket price. Due to the ever growing demand for quality carbons in unique applications in both traditional markets and new age specialty carbon applications, such as expandable graphite, having a consistent supply of high quality large flake graphite is essential. This means for the producer, the more large flake concentrates produced, a higher overall cash margin. Typical saleable size distributions are:

Large flake concentrates: >500 microns (P35), 500-300 microns (P50), 300-180 microns (P80)

Fine flake concentrates: 180-150 microns (P100), 150-75 microns (M100), <75 microns (M200)

  • Host Rock – The host rock of graphite ore is extremely important for the preservation of large flake through the mining and processing stages. Large flake graphite hosted in highly weathered rock called ‘Regolith’ allows the large flake to be mined cheaply and processed economically without the use of blasting or crushing. If the graphite is hosted in hard rock (also known as ‘fresh rock’) and is required to be drilled and blasted for extraction and then crushed for processing there will be significant degradation to the size of the flakes recovered, ultimately producing fine flake graphite concentrates (less than 180 microns) which do not attract the same premium pricing as large flake concentrates.

BASS METALS HAS A FULLY ESTABLISHED AND SUSTAINABLE SUPPLY CHAIN FROM MINE TO CUSTOMER

21

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RESULTS
18 months of production
sets a platform for
growth
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Production

  • ✓ Achieved successful production ramp-up

  • ✓ >96% fixed carbon grade achieved

  • ✓ 42% average large flake concentrate production

  • ✓ Irreplaceable intellectual capital gained

  • ✓ Zero tonnes penalized or rejected to date

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CY 2019 Cumulative Production
4000
3401
3000
2693
2000
1565
1000
560
0
Q1 Q2 Q3 Q4
CY 2019
Metric tonnes
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Sales

Established and diversified customer base

Bass’ concentrates are highly suitable for all applications, across all market segments

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Refractories & Metallurgical[6]

  • ✓ Large Flake Graphite

✓ Clean, high purity concentrates

✓ Industry benchmark qualities

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Expandables & Fire Retardants[7]

✓ Large Flake Graphite

✓ Exceptional Expandability

✓ Clean, high purity concentrates

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Graphene & High End Technologies

✓ Very high purity of 99.99 wt.% carbon achievable for premium feedstock.

  • ✓ High order crystalline structure.

Energy: Battery & Fuel Cell[8]

  • ✓ Very high purity of 99.99 wt.% carbon achievable.

  • ✓ All parameters meet leading battery anode manufacturer specifications.

6, 7, 8 See Footnotes at end of presentation.

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Logistics

Straight forward and established logistics to reach high growth graphite and carbon markets.

The Graphmada Mining Complex is adjacent to the main National Highway and only 110 km to the country’s main export port at Toamasina.

The port is currently being upgraded via a US$640m investment from the Madagascan and Japanese Governments.

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Sales
Having qualified its concentrates
for sale into key markets, Bass
now has a product presence in
global graphite markets.
Bass is now aiming to establish
binding off-take agreements for
its intended expanded production
volumes.
Zero tonnes penalized or
rejected to date.
Strategically broadening our
customer base for large scale
mining, processing and
specialty carbons
manufacturing.
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Diversified sales channels

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40% 20% 30% 10%
NORTH
EUROPE INDIA CHINA
AMERICA
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Product Development Positioning for the rapid uptake of new age carbon technologies

Product Development

Through high value relationships

Urbix Resources[9]

Urbix is a provider of advanced graphite products and specializes in all aspects of the graphite value chain. Urbix uses proprietary methods for the environmentally conscious purification of various graphite products.

Bass’ alliance with Urbix allows both parties to develop purified graphite in partnership and capitalize on the unique opportunities and the high forecast growth in the EV battery anode and expandable graphite markets.

Swinburne University[5]

Swinburne University (Melbourne, Australia) is internationally recognized for its research and has a reputation for creativity and excellence in applied research, with its research innovation and collaboration with industry resulting in the commercialisation of countless new ideas, products and services.

"We strongly believe high growth markets such as lithium battery and fireretardant applications will underpin the partnership between our two companies to produce purified graphite and downstream products. Bass remains committed to exploring and developing this unique and potentially highly successful joint venture.”

– Jeff Marvin Director on collaboration with Urbix

Bass is collaborating with Swinburne to research and develop advanced composites and specialty carbon products in conjunction with technology-driven Smart Manufacturing processes.

5, 9, See Footnotes at end of presentation.

Downstream Strategy

Key to Bass’ broader strategy has been its own production of high value graphite concentrates in particular clean and large flake concentrates, prerequisites for the majority of advanced materials. Bass can produce large flake concentrates at scale, with no deleterious elements leaving the Company well placed to progress toward patenting graphite technology with the right partner. Bass has established its product across multiple markets and has yet to have an export tonne rejected or penalized.

Bass has released extensive metallurgical test work highlighting its concentrates suitability to value added products. Products such as expandable graphite, graphene and specialty carbons are high growth markets requiring premium graphite concentrates which Bass is well placed to supply.

As a graphite producer & carbon products developer, Bass is developing its own capabilities internally as well as seeking high value collaborations such as the recently announced potential alliance with Urbix and the partnering with Swinburne University for product development.

Imery’s Graphite and Carbons EUR 2.95b

AMG Advanced Metallurgical Group

EUR 734m “We will be using 2020 to position the Company to meet demand for the very real and rapid take up of carbon technologies.” – Tim McManus CEO

Bass Metals Ltd.

A$11m

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Source: Google Finance 22/11/19

Ca ital Raisin p g

Offer Structure A total raising of approximately $2.85 million comprising:

A placement of $2.35m by the issue of 940 million new ordinary shares at a price of $0.0025 to sophisticated and
professional investors, with $1m to be issued in early June and $1.35m conditional and subject to shareholder
approval in July 2020; and

A Share Purchase Plan (SPP) to raise approximately $0.5m.
Share Purchase Plan Shareholders can apply for up to $30,000 at the same price as the placement of $0.0025. The subscription target is
$0.5m however the Company may accept subscriptions over this amount. An SPP Offer Booklet will be sent to all
eligible shareholders registered on the record date of 1 June 2020, with the Offer opening on 9 June 2020 and closing
on 23 June 2020.
Issue Price Bass is issuing new shares at $0.0025 per share representing a discount of:

37% to the last traded price of $0.004

35% to 5 day vwap (volume weighted average price)

34% to 15 day vwap

34% to 30 day vwap
Use of Funds The proceeds of the offer will be used to:

Continue progress on mine development, mine maintenance and the definitive feasibility study

Additional exploration at the emerging Mahela and Mangabe deposits

Working capital and costs of the offer
Capital Structure post
raising
3,950m Ordinary Shares (ASX:BSM) (approx.- based on $2.85m being raised)
302m Listed Options exercisable at $0.05 expiring 31/12/2020 (ASX:BSMOC)(b)
816m Convertible Notes (a)
Joint Lead Managers Bizzell Capital Partners and Morgans Corporate Ltd

(a) The Convertible Notes have face value of $0.008, interest rate of 15%, mature 15 June 2021 and are secured over the Company’s assets (b) The Company also has on issue a total of 123m unlisted options and performance rights

Indicative timetable

` Date
Trading halt (2+2) Wednesday 27 May 2020 to
Monday 1 June 2020
Record date for Share Purchase Plan (SPP) Monday 1 June 2020
Announcement of equity raising and trading halt lifted Tuesday 2 June 2020
Settlement of placement shares Friday 5 June 2020
Despatch of SPP booklet and SPP offer opens Friday 5 June 2020
Allotment of placement shares Tuesday 9 June 2020
SPP offer closes Tuesday 23 June 2020
Allotment of SPP shares Tuesday 30 June 2020
Shareholder meeting to approve conditional placement Late July 2020
Settlement of conditional placement shares 3 days after meeting
Allotment and quotation of conditional placement shares 5 days after meeting

The timetable is indicative and may change as required as the discretion of the Company and Joint Lead Managers

Summary

A significantly de-risked platform for growth.

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Exploration success

Growing resource base to underpin large scale development.

Production established

Bass is a material producer of graphite concentrates from its 100% owned Graphmada Mining Complex located in Madagascar.

Fully permitted

A fully permitted asset with 40 year lease terms.

Diversified sales

Broad sales channels established for large scale mining, processing and specialty carbons manufacturing.

Infrastructure in place

Straight forward and established logistics to reach high growth graphite end markets.

Downstream integration

Large scale mining and processing with downstream integration to provide significant value for our shareholders.

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Key Risks

Bass Metals Limited (Bass) is subject to a number of risk factors both specific to its business and of a general nature. Bass’s business, financial condition and the results of its operations could be materially and adversely affected by the occurrence of any of the risks associated with the business. As a result, the traded price of Bass’s shares could decline and shareholders could lose all or part of their investment. The risks outlined should not be considered exhaustive of the risks faced by Bass and its investors but these and other risks could have a material impact on the financial performance of Bass and the value of Bass shares.

Operating and Development Risks

There are significant risks associated with the operating and expansion of a mine. The ability of Bass to meet operating and capital expenditure estimates or achieve production targets as planned cannot be assured. For example, development and expansion projects may require approvals, permits or licenses (including environmental licenses) that may not be received on a timely basis, on acceptable terms or at all. There is no guarantee that Bass will be able to comply with all conditions imposed on those approvals and licenses in a cost- effective manner. Decisions regarding development and expansion projects may be subject to the successful outcome of operational reviews, test work, studies and trial mining.

There is a risk that the Company will not be able to economically mine current or future mineral reserves discovered in order to produce a satisfactory commercial return.

The assets of Bass (as with others in the sector) are subject to uncertainty inherent with resource estimation, development and production, grade, recovery, ground conditions, operational environment, funding for development, regulatory changes, accidents and other unforeseen circumstances such as unplanned mechanical failure of plant or equipment, storms, floods, bushfires or other natural disasters. If faced by Bass, these circumstances could result in Bass not realizing its operational or development plans or in such plans costing more than expected or taking longer to realize than expected. Any of these outcomes could have an adverse effect on Bass’s financial and operational performance.

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Key Risks

Resource Estimation and Exploration Risks

Tenure

The Mineral Resources for Bass’s assets are estimates only and no assurance can be given that any particular recovery level of graphite will in fact be realized. Bass’s estimates comply with the JORC Code, however Mineral Resources and Ore Reserves are expressions of judgment based on knowledge, experience and industry practice, and may require revision based on actual production experience. Estimates by nature are imprecise and involve assumptions. Additionally, even estimates that are valid when made may change significantly when new information or new techniques become available. Exploration activities are speculative by nature and therefore are often unsuccessful. Such activities also require substantial expenditure and can take several years before it is known whether they will result in additional mines being developed. Accordingly, if the exploration activities undertaken by Bass do not result in additional reserves, this may have an adverse effect on the Company's financial performance.

Interests in a project’s tenements are governed by laws and regulations and are granted for a certain period of time. The grant and ongoing validity of each license, lease and permit is subject to the holder complying with expenditure, reporting and other conditions. In this regard, Bass has permits granted and pending. While Bass believes pending permits will be granted once it fulfills the final conditions (which it intends to), there is no guarantee this will occur in a timely fashion or at all.

Land Access and Native Title Rights

The tenements in which Bass has an interest may be subject to landowner and/or native title claims or other access restrictions. Bass may need to resolve such access arrangements, prior to entering on land to carry out activities, through the provision of monetary compensation, compensation for damage to land and commitments to restore the land. In particular, the permits for Bass’s Graphmada mine are subject to negotiated access arrangements with landowners. While Bass expects the agreements to be upheld, there is no guarantee that all necessary parties will maintain these arrangements, that Bass has these.

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Key Risks

Risks to Achieving Production (including increased production)

Whilst Bass considers there to be a reasonable basis for the production forecasts at its projects, the forecasts are subject to a number of factors, many of which cannot be foreseen and are beyond the control of Bass. These factors may cause the production forecasts not to be achieved or to be achieved later than expected.

Environmental Risk

The operations of Bass are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, Bass’s activities are expected to have an impact on the environment, particularly in relation to mining and production. It is Bass’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws.

Share Market, Commodity Price Volatility and Foreign Exchange Rate Risk

Bass has significant commodity and energy requirements and it relies on being able to fulfill those requirements at a cost which does not negatively impact on its cash flows. A number of factors (such as rising oil prices, macro-economic factors such as inflationary expectations, interest rates, currency exchange rates (particularly the strength of the US dollar), as well as general global economic conditions and political trends) may lead to an increase in commodity and energy costs which may materially adversely affect the earnings of Bass. Similarly, substantially all of Bass‘s revenues and cash flows are related to commodity markets. Therefore, the financial performance of Bass is exposed to fluctuations in commodity markets. Bass’s commodity end market prices may be influenced by numerous factors and events which are beyond the control of Bass. Bass is an Australian business that reports in Australian dollars. Revenue is derived from the sale of products in US dollars, therefore movements in the US$/A$ exchange rate or the Malagasy Ariary/A$ may adversely or beneficially affect Bass‘s cash flows. Share market conditions may adversely affect listed securities regardless of the operating performance of a particular company. The trading price of Bass’s securities may rise or fall depending on numerous factors impacting on market conditions and investor attitudes including the general economic outlook nationally and globally, interest rates, inflation, capital supply and other matters outside of Bass’s control.

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Key Risks

Funding Risks

Sovereign and Political Risk

In the ordinary course of operations and development, Bass is required to issue financial assurances, particularly insurances and bond/bank guarantee instruments, to secure statutory and environmental performance undertakings and commercial arrangements. Bass‘s ability to provide such assurances is subject to external financial and credit market assessments, and its own financial position. Subject to successful completion of the capital raising, it is expected that Bass will have sufficient funding to support its operations. However, Bass will require additional funding to progress its projects beyond the planned development and other work programs outlined to date. There is no assurance that Bass will be able to access future funding on favorable terms or at all. Additionally, to the extent there is any liability which crystallizes in respect of the Company’s Tasmanian metal assets, the Company may apply the proceeds of the exercise of options on issue and the Offer proceeds (including by reallocating working capital) to satisfy the liability if required.

Possible sovereign risks associated with operating in Madagascar include, without limitation, changes in the terms of mining legislation, changes in the foreign ownership requirements in Madagascar, changes to royalty arrangements, changes to taxation rates and concessions, expropriation by the government or private entities and changes in the ability to enforce legal rights. Government policies are subject to review and changes from time to time. Such changes are likely to be beyond the control of and may affect industry profitability as well as Bass’s capacity to explore and mine. At present, Bass is not aware of any reviews or changes that would affect its tenements. However, changes in community attitudes on matters such as taxation, competition policy, environment and lands right issues may bring about reviews and possibly changes in government policies. There is a risk that such changes may affect Bass’s plans or its rights and obligations in respect of its tenements. Any such government action may also require increased capital or operating expenditures and could prevent or delay certain operations by Bass. Any of these factors may, in the future, adversely affect the financial performance of Bass and the market price of its shares. No assurance can be given regarding future stability in Madagascar or any other country in which Bass may, in the future, have an interest.

APPENDICES

Directors and Management

RICK ANTHON

Non-Executive Chairman

30 years experience in commercial law & corporate leadership. Currently General Counsel & Joint Company Secretary at Orocobre Ltd.

TIM MCMANUS

Chief Executive Officer 25 years as a global mining professional and corporate leader in exploration, development and operations.

PETER WRIGHT

Executive Director 20 years experience in industrial minerals & metals funds management. Currently Partner at Bizzell Capital Partners.

ANGUS CRAIG

Company Secretary 30 years experience in acquisitions, mergers, equity funding, corporate governance and financial management.

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JEFFREY MARVIN
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Non-Executive Director 20 years experience in mineral project financing and development and an active entrepreneur in energy technology.

MAMISON RANDRIANANATENAINA General Manager (Corporate) Extensive experience in administration, logistics and management in the Madagascan mining sector.

Large Mining Investment Code

Our feasibility studies will underpin the Company’s application under the Large Mining Investment Code (LMIC) as defined under Malagasy Mining Law (Law no. 2001-031), which was drafted with the assistance of the World Bank. This law provides for certain investment incentives for projects achieving ‘Large Project Status’ and is a key ingredient in making a large project attractive for investors.

Certification of a project under the LMIC requires completion of environmental studies, issuance of mining or exploration permits, and certification by the Malagasy government of the investment plan, which must exceed approximately AUD$20m.

Bass has a number of key elements already in place being an operating mine and is well progressed on a number of other elements.

KEY BENEFITS

Reduction of the royalty fee to 1%.

Duty free import of all project equipment and material.

Reduced general tax regime.

Stability guarantees concerning legislation.

Guarantees to foreign currency including offshore accounts.

Guarantees concerning foreign workers.

Set timeframes for governmental approval (60 days).

Graphite: a critical mineral

Share of mineral demand from energy storage through to 2050

Graphite, lithium, nickel and cobalt are all identified by the World Bank as “highimpact” minerals. Similarly consensus estimates are for a step change in demand for graphite products through to 2028.

Recently several potential graphite projects have either been delayed or discontinued altogether, accentuating what the Company feels is an already compelling long term demand- supply outlook.

With the emergence of a range of graphite based advanced material products. Bass’ producer status of large flake and clean concentrates leaves the Company well placed for growth in both traditional and emerging graphite markets.

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World Bank - Minerals for Climate Action Report: The Mineral Intensity of the Clean Energy Transition

Footnotes

CONTACT US

Tim McManus CEO

Peter Wright Executive Director

  1. Reported in accordance with the 2012 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘the JORC Code 2012’) at a >3% cut-off and first released to the ASX 21/06/17 "Maiden Mineral Resource for Mahefedok Deposit” and further updated to the ASX 25/11/19 “Bass increases Mahefedok North graphite resource by 54%.

  2. Reported in accordance with the 2004 Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (‘the JORC Code 2004) at a >2% cut-off and first disclosed by Stratmin Global Resource PLC under the JORC Code 2004. Bass Metals notes that the estimates have not been updated to JORC Code 2012 on the basis that the information has not materially changed since it was last reported. Reference should be made to the Company's announcement of 2/09/15, for further detail.

  3. See ASX Announcement ‘Bass delivers outstanding increase in Mineral Resources’ released on the 4/12/19.

  4. See ASX Announcement ‘Significant Exploration Program to commence at Graphmada’ released on the 3/06/19.

PO Box 15048, Brisbane Qld 4000 (07) 3063 3233 [email protected] www.bassmetals.com.au

  1. See ASX Announcement ‘Bass signs MOU with Swinburne University’ released 27/4/20.

  2. See ASX Announcement ‘Tests confirm Graphite Concentrates as Industry Benchmark’ released on the 23/05/17.

  3. See ASX Announcement ‘Tests confirm Industry Leading Expandability for Graphmada’ released on the 24/05/17.

  4. See ASX Announcement ‘Excellent Lithium-ion battery feedstock test results’ released on the 29/05/17.

  5. See ASX Announcement ‘Bass advances strategic discussions’ released on the 26/11/19.

  6. See ASX Announcement ‘Exploration Update’ released 18/5/20.