GREENWING RESOURCES LTD — Interim / Quarterly Report 2017

Jan 29, 2018

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

QUARTERLY ACTIVITIES REPORT FOR DECEMBER 2017

HIGHLIGHTS

The Board and Management of Bass Metals Ltd (“Bass” or “the Company”) is pleased to report on operational highlights for the last Quarter.

• The Company continues to pursue its primary strategy of delivering the Stage 1 optimisation and refurbishment at its 100% owned Graphmada Large Flake Graphite Mine, in parallel with continued exploration of our highly prospective tenement package in Madagascar.

• No Lost Time Injuries were incurred during the Quarter, or for the calandar year 2017.

• A key component of the optimisation program; the Modular Drying System (MDS), is now fully operational and has produced its first graphite concentrates as part of the recommissioning of the Graphmada Mine.

• As part of the Graphmada Mine’s refurbishment, new mining equipment was ordered with delivery planned for February 2018.

• Bass signed a Sales Agreement for 50% of its forecast Stage 1 flake graphite concentrate production of 6,000 tonnes per annum (tpa).

• The Company completed a highly successful Rights Issue and Placement with strong demand from existing and institutional investors, with over $6,000,000 raised.

• Bass became the long-term (20-year) landholder at Graphmada securing the mine’s longterm production potential along with its significant infrastructure and mineral resources.

• The Company continued a comprehensive auger program at its highly prospective Andapa Project with 202 drill holes and 2,000 metres scheduled.

• The Company extended the Exclusivity Period, under a conditional Term Sheet whereby Bass shall dispose of all its tenements and mining related interests in Tasmania to NQ Minerals Plc (“NQM” - a company listed on the London AIM exchange).

• Bass also successfully completed the aquisition of Millie’s Reward, a potentially high grade, pegmatite hosted, lithium project also located in Madagascar.

1

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

ABOUT THE GRAPHMADA LARGE FLAKE GRAPHITE MINE

Bass Metals Ltd. is one of a few publicly listed large flake graphite producers in the world. The Company 100% owns and operates the Graphmada large flake graphite mine, Bass’ flagship project, located in eastern Madagascar. Madagascar has been a recognized producer and exporter of premium graphite for over 100 years and sets the world standard for product quality and flake size.

The Graphmada mine has 40-year

==> picture [241 x 189] intentionally omitted <==

mining permits in place, containing four premium quality, large flake, graphite deposits hosted in weathered graphitic gneiss, a soft, easily minable rock that incurs low mining costs. With all associated mining infrastructure and logistics in place, the mine currently produces and sells a range of graphite concentrates into multiple market segments, to customers in Europe and the United States.

ABOUT THE MILLIE’S REWARD PROJECT

Millie’s Reward is a highly prospective conventional spodumene hosted Li2O deposit located in Madagascar. A majority of the visable pegmatitic dykes and sills within the permits are over 10 metres in thickness, with swells in areas of up to 40 metres in thickness, while being up to several hundred metres in length.

Adjacent to the project area is the Holcim Talc Mine, which has a sealed road for product transport and grid power installed. In addition to the potential access of this infrastructure, Millie’s Reward has extensive water supplies, accommodation and an available local workforce.

==> picture [217 x 173] intentionally omitted <==

High purity Spodumene crystals discovered at Millie’s Reward

The Project area has been subjected to very little modern geological assessment, as all the activity performed in the past occurred at an artisanal mining scale, operated by the local miners working for gemstones.

2

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

OPERATIONS

HEALTH, SAFETY, ENVIRONMENT AND COMMUNITY

As optimisation and refurbishment activities advance to completion, and with remote field activities progressing, the team’s solid focus remains on ensuring all activities are performed safely and efficiently. As such, No Lost Time Injuries (LTI’S) were reported during the quarter.

No environmental issues were reported in the quarter. The Company completed the rehabilitation of drill sites at Mahefedok, post the 2,300m drilling campaign.

==> picture [176 x 119] intentionally omitted <==

The Company also continues to significantly improve the region in which it operates through the community engagement program: Graphmada Care. The program is based on the commitment by the Company to develop its business through strong local partnerships built on five pillars: education, health, production, transparency and empowerment.

Bass announced during the quarter, it has become the long-term landholder at Graphmada, with agreements for a period of 20 years backdated from 2016, when the Company assumed operational control. The structure of the agreements provides the Company with full landholder rights for 10 years, plus an option of a further 10 years, out to 2035.

PRODUCTION

There was limited production this quarter due to ongoing optimisation and refurbishment works, with only minor volumes of concentrate produced as part of the commissioning of the Dryer and Packaging System.

MARKETING & SALES

In October 2017, Bass announced it had signed a final Sales Agreement with Possehl Erzkontor GmbH & Co. KG (Possehl), based in Europe, and that Possehl had agreed to purchase 3,000 tpa of graphite concentrates for a period of three years from 2018.

Small samples have also been dispatched from existing stock to potential new customers who are enquiring as to Graphmada’s plans to supply natural flake graphite in 2018. The Company is pleased with the feedback it has received and the continued demand signals indicating further long-term upside for its premium large flake concentrates.

3

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

STAGE 1 GRAPHMADA MINE OPTIMISATION AND REFURBISHMENT

During the quarter, Bass Metals successfully completed a major component of the

recommissioning process with first production achieved from the recommencement of Drying and Packaging operations from stockpiled wet product.

==> picture [410 x 248] intentionally omitted <==

First concentrate from the recently commissioned Drying and Packaging system.

With the Modular Drying System fully operational, the mine now enters the final phase of its optimisation and refurbishment through the commencement of recommissioning activities at the Process Plant.

Other highlights during the quarter were:

• ü All Processing plant equipment delivered and installed;

• ü Manufacturing of all electrical control boards and cables complete and in transit;

• ü Flotation circuit fully operational;

• ü Product haul road nearing completion;

• ü Mahefadok mine planning continues.

4

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

==> picture [420 x 315] intentionally omitted <==

Process Plant nearing completion.

==> picture [423 x 286] intentionally omitted <==

Newly purchased 32t excavator for mining at Mahefedok.

5

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

CORPORATE

CAPITAL RAISINGS

As previously announced, the Company successfully completed the second stage of the Company's $6 million Equity Raising announced on 20 September 2017.

The Retail Entitlement Offer closed on 11 October 2017 under the Top Up Facility received for approximately $1.6 million, representing a take up of approximately 94%. The shortfall of approximately $0.1 million was placed by the underwriters to the Entitlement Offer, Bizzell Capital Partners Pty Ltd and Morgans Corporate Limited.

On completion of the Entitlement Offer, the Company elected to proceed with the deferred placement to raise a further $0.5 million before costs also at an issue price of $0.011 per share. This completed the $6 million Equity Raising.

Given the strong demand from investors and the opportunity to pre-fund potential further exploration and Stage 2 expansion studies, the Company also decided to undertake a further placement to raise up to $1 million before costs on the same terms as the deferred placement, which received approval of shareholders at the Annual General Meeting in November 2017.

MANAGEMENT AND DIVESTMENT OF TASMANIAN ASSETS

During the quarter, the Company continued its strategy to dispose of all its tenements and mining related interests in Tasmania to NQ Minerals Plc, a company listed on the London AIM exchange. The due diligence period was extended, with NQ Minerals Plc. responsible for all costs to March 2018.

PROJECTS

ANDAPA GRAPHITE PROJECT

During the quarter, the Company continued its maiden augur-drilling program at Andapa. The program is aimed as a first step to providing a material increase in the Company’s resource inventory from the Andapa discovery. This is a key component of Bass Metals’ strategy to deliver value for shareholders from the Company’s broader permit holding, while in parallel optimising production from its 100% wholly-owned Graphmada Graphite Mine.

Subsequent to the end of the quarter, the 202 drill hole (2,000 metre) program was finalised and final assay results received by the Company, which are now being collated and validated.

6

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

MILLIE’S REWARD LITHIUM PROJECT

Bass Metals announced it completed the acquisition of the potentially high-grade spodumene hosted lithium project: Millie’s Reward.

==> picture [334 x 428] intentionally omitted <==

Millie’s Reward Project Area.

The Project, a group of Permits with granted exploration rights, complements Bass’ presence in Madagascar and its aim to become a leading producer and supplier of industrial minerals concentrates. Fieldwork to date has identified significant spodumene mineralization across an 8km strike length with up to 55 different pegmatite occurrences recorded in a first pass area review.

The Company began prelimary exploration activities within the quarter, with the aim to define a large, high-grade JORC compliant Mineral Resource that can support a long-life mine plan and subsequent build-capital investment, within 2-3 years from acquisition.

7

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

SUMMARY

Graphmada is nearing completion of Stage 1, with the mine expected to be fully operational by March 2018, delivering shareholders a 100% owned mine free of any serviceable debt, with offtake agreements in place, and producing premium large flake concentrates at a time of rising prices. The completion of Stage 1 will establish Bass as one of only two ASX listed producers, and one of only four publically listed graphite producers globally.

The Board and Management would like to thank shareholders and local stakeholders for their support to date. Bass looks forward to 2018 and delivery of Stage 1 and immediately thereafter commence activities to achieve its next key strategic objective of installing Stage 2 production capacity of ~20,000 tonnes per annum of premium large flake graphite concentrates.

For more information, please contact:

Tim McManus Peter Wright Chief Executive Officer Executive Director Phone: (07) 3203 5894 Phone: (07) 3203 5894 Email: admin@bassmetals.com.au Email: admin@bassmetals.com.au

Please visit us at: www.bassmetals.com.au

==> picture [15 x 15] intentionally omitted <==

Follow us on Twitter @bassmetals

8

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

TENEMENT & PERMIT HOLDING AT QUARTER END

The Company’s interests in mining and exploration tenements and permits at the end of the quarter were as follows:

Country	Region	Tenement / Permits	Interest
Australia Australia Australia Australia Madagascar Madagascar Madagascar Madagascar Madagascar Madagascar	Tasmania Tasmania Tasmania Tasmania Antsinanana Antsinanana Antsinanana Antsirabe Antsirabe Antsirabe	EL48/2003 Mt Block2 CML 103M/1987 Hellyer Mine Lease1&2 CML 68M/1984 Que River Mine Lease2 ML 10W/1980 Access Easement to QRML PE 25600 Loharano (East) PE 26670 Mahefedok PE 24730 Andapa PRE 4383 PE 11545 PE 39808	100% 100% 100% 100% 100% 100% 100% 100% 100% Mineral Rights

Notes:

CML 103M/1987 is owned by HMO a 100% subsidiary of Ivy Resources Ltd. Bass has 100% interest in all of the existing base metal resources and base metal exploration rights through a Sublease Agreement.

Intec Limited holds a 2.5% NSR Royalty over all Product from Bass’ interests in EL48/2003, CML68M/1984 and CML103M/1987.

9

QUARTERLY ACTIVITIES REPORT DECEMBER 2017

==> picture [136 x 50] intentionally omitted <==

DISCLAIMER, STATEMENTS & 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.

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 forwardlooking 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 forwardlooking 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 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.

10