GREENWING RESOURCES LTD — Capital/Financing Update 2020

Jun 1, 2020

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ASX Announcement 2 June 2020

Equity Raising

Bass Metals Limited (ASX:BSM)(the Company or Bass ) is pleased to announce that it has successfully completed the first tranche of a $2.85 million Equity Raising.

The Company has:

• raised $1.0 million from a placement to professional and sophisticated investors ( Placement );

• received commitments for approximately $1.35 million for a conditional placement from professional and sophisticated investors ( Conditional Placement ); and

• prepared a share purchase plan to eligible shareholders targeting to raise $0.5 million ( SPP )

(together the Equity Raising ).

The offer price for the new ordinary shares to be issued under the Equity Raising is $0.0025 per share (Offer Price). Up to 940 million new shares will be issued under the Placement and Conditional Placement.

The issue price represents a 37.5% discount to the last closing price of the Company’s shares on 26 May 2020 (being the last trading day prior to the announcement of the equity raising) and a discount of 34% to the 15 day VWAP.

The proceeds from the equity raising 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.

Further information regarding the Company and its activities, including its recent exploration success, are outlined in an investor presentation also released today.

Bizzell Capital Partners Pty Ltd and Morgans Corporate Ltd are acting as Joint Lead Managers for the Equity Raising.

In December 2019, the Company announced a planned suspension of mining at the Graphmada Mining Complex 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 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. The Company is continuing with some of its activities in both Madagascar and Australia in compliance with the various regulatory guidance and requirements, including exploration drilling and related activities, progress on mine development and the definitive feasibility study and mine maintenance.

The Company confirms that, pursuant to ASX Listing Rule 7.1 and the Temporary Extra Placement Capacity measures implemented under ASX Listing Rule 18.1, the Placement is within the Company’s Temporary Extra Placement Capacity, and shareholder approval is not required for the Placement or the SPP. Details regarding the allocation policy applied to Placement participants will be provided at the time the shares are allotted.

Shareholder approval is required for the Conditional Placement and a shareholder meeting will be convened in July 2020.

Details of the Share Purchase Plan

The Company will offer 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 will have the opportunity to 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 will be set out in the SPP offer booklet, which is expected to be released to the ASX and dispatched to eligible shareholders on or around 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.

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Key dates for the Placement and SPP

EVENT	DATE
Record date for SPP	7:00pm (AEST),
	Monday 1 June	2020
Settlement of New Shares issued under the Placement Friday 5 June 2020
SPP Booklet despatched and SPP offer opens	Friday 5 June 2020
Allotment of New Shares issued under the Placement	Tuesday 9 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
Shareholder meeting	Late July 2020
Settlement of Conditional Placement	3 days after meeting

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

TIM MCMANUS CEO

“We thank our shareholders and convertible noteholders for their continued support of Bass. We look forward to providing further updates on activities over the coming months.”

For more information, please contact:

Tim McManus Peter Wright Chief Executive Officer Executive Director

Phone: (07) 3063 3233

Email: InvestorRelations@bassmetals.com.au

www.bassmetals.com.au

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

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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.

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