GREENWING RESOURCES LTD — Interim / Quarterly Report 2020

Apr 2, 2020

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3 April 2020

Ms. Madeleine Green Senior Adviser Listings Compliance (Perth) ASX Compliance Pty Ltd 152-158 St Georges Terrace Perth WA 6000

Dear Madeleine

Your correspondence of 31 March 2020 - Queries regarding half year accounts

Please find below our response in relation to the aforementioned correspondence.

1. Is Bass able to confirm that in the Directors’ opinion the Half Year Accounts: a) comply with the relevant Accounting Standards; and

• b) give a true and fair view of BSM’s financial performance and position?

Answer - Yes, the Directors of Bass Metals Limited (ASX: BSM) ( Bass or the Company ) confirm that, in their opinion, the Half Year Accounts comply with relevant Accounting Standards and gives a true and fair view of the Company’s financial performance and position as at 31 December 2020.

2. Please explain the basis for and the factors considered by the directors to satisfy themselves that the reported Mine Properties (Note 12: $5,630,843) and Plant and Equipment (Note 9: $5,152,789) in relation to the Group’s activities in Madagascar were disclosed in accordance with Accounting Standards.

Answer – Management regularly prepare models and forecasts that are provided to the Board in order to determine that the Company’s financial reports comply with relevant Accounting Standards. The Board has satisfied themselves, in their opinion, that the Company’s financial reports comply with relevant Accounting Standards in this regard.

The Company, as previously announced, has outlined that one if its core objectives is a material expansion of its graphite resources to support large scale mining and processing. During the half year, the Company delivered:

• a material upgrade in JORC Code (2012) classification for the Mahefedok Mineral Resource[1] to 4.2Mt @ 4.2%TGC, consisting of 0.4Mt @ 4.1%TGC Measured, 1.2Mt @ 4.4%TGC Indicated and 2.6Mt @ 4.1%TGC Inferred; and

• completed a maiden Mineral Resource estimate[2] in accordance with the JORC Code (2012) at the Mahela Deposit of 4.4Mt @ 3.8%TGC, consisting of 2.4Mt @ 4.1%TGC Indicated and 2.0Mt @ 3.4%TGC Inferred.

This has resulted in a 44% increase in total Mineral Resources for Graphmada[3] to 14.3Mt @ 4.0%TGC, consisting 0.4Mt @ 4.1%TGC Measured, 4.0Mt @ 4.3%TGC Indicated and 9.9Mt @ 3.9%TGC Inferred.

3. What steps has Bass taken since the release of the Half Year Accounts to obtain an unqualified opinion with regards to its future financial statements?

Answer – Since the release of the Half Year Accounts, the Board and Management continue to review various models and forecasts as part of its regular business activities. The Company will undertake an impairment testing assessment based on these models and forecasts when preparing the Company’s financial reports for year ended 30 June 2020.

4. What steps does Bass intend to take to obtain an unqualified audit opinion with regards to its future financial statements?

Answer – refer to the above (question 3).

5. Commenting specifically on the material uncertainty related to going concern, does Bass consider that the financial condition of the Company is sufficient to warrant continued listing on ASX as required under Listing Rule 12.2? In answering this question, please also explain the basis for this conclusion.

Answer – Yes, the Company’s believes it can continue as a going concern and can comply with Listing Rule 12.2.

1, 2, 3 ASX Announcement “Bass increases Mahefedok North graphite resource by 54%” released 25 Nov 2019 and ASX Announcement “Bass delivers outstanding increase in Mineral Resources” released 4 Dec 2019 TGC – Total Graphitic Carbon

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The Board believes the Company’s financial viability is largely contingent on the following key factors:

• The Company’s ability to continue to raise additional working capital as and when required.

• The Company receiving security bond refunds on former tenements in Tasmania.

• The Company continuing to materially reduce costs at its primary operations in Madagascar.

• The Company continuing to receipt sales revenue in the March 2020 quarter and complete further sales of existing stock.

The Company has made a number of market releases since December 2019 positively addressing the achievement of the above key factors and in particular, we draw your attention to our market releases of:

• 18 December 2019 - Bass Metals Strategic Update

• 20 December 2019 - Bass achieves Quarterly sales and shipments record

• 20 December 2019 - Bass achieves sale of Tasmanian assets

• 3 February 2020 - Quarterly Cash Flow report

• 25 March 2020 - Bass Production Update

• 26 March 2020 - Investor Update

6. If the answer to questions 5 is “no”, please explain what steps Bass has taken, or proposes to take, to warrant continued listing on ASX under the requirements of Listing Rules 12.1 and 12.2.

Answer – not applicable.

7. In relation to the Half Year Accounts did the board of Directors of Bass (‘Board’) receive the CFO and CEO declaration, as described in section 4.2 of Bass’ Corporate Governance Statement, that in the opinion of the CFO and CEO, the financial records of the Company have been properly maintained and that the financial statements comply with the appropriate Accounting Standards and give a true and fair view of the financial position and performance of Bass and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively?

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Answer – Yes, the Company’s CEO and CFO provided appropriate declarations to the Company in compliance with the above.

8. If the answer to question 7 is ‘no’, why did the Board not receive the CEO and CFO declaration as described in section 4.2 of BSM’s Corporate Governance Statement?

Answer – not applicable.

9. What enquiries did the Board make of management to satisfy itself that the financial records of Bass have been properly maintained and that the financial statements comply with the appropriate Accounting Standards and give a true and fair view of the financial position and performance of the Company?

Answer – Management provides regular financial reports to the Board regarding the Company’s ongoing operations and financial position.

The Board confirms that regular enquires are made of Management to satisfy itself that the financial records of Bass have been properly maintained and that financial statements comply with the appropriate Accounting Standards and give a true and fair view of the financial position and performance of the Company.

10. Commenting specifically on the qualified opinion, does the board consider that Bass has a sound system of risk management and internal control which is operating effectively?

Answer – Yes, the Board considers that the Company has a sound system of risk management and internal control and can confirm these are operating effectively and efficiently.

11. Please explain why the reported Mine Properties (Note 12: $5,630,843) and Plant and Equipment (Note 9: $5,152,789) were not tested for impairment in accordance with AASB 136: Impairment of Assets.

Answer – Refer to the above (question 2). As previously noted, the Company will undertake an impairment testing assessment as part of the preparation of the Company’s financial reports for the year ended 30 June 2020.

12. Please confirm that Bass is complying with the Listing Rules and, in particular, Listing Rule 3.1.

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Answer – Yes, the Company confirms that it is complying with the Listing Rules and, in particular, Listing Rule 3.1.

13. Please confirm that Bass’ responses to the questions above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of the Company with delegated authority from the board to respond to ASX on disclosure matters.

Answer - The Board confirms that responses to the questions above have been authorized by its Board and approved under its published continuous disclosure policy.

Yours faithfully

David Round

CFO / Company Secretary

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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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31 March 2020

Mr David Round Company Secretary Bass Metals Limited

By email: david@bassmetals.com.au

Dear Mr Round

Bass Metals Limited (‘BSM’): Queries regarding half year accounts

ASX refers to:

• A. BSM’s half year accounts for the half year ended 31 December 2019 lodged with ASX Market Announcements Platform and released on 13 March 2020 (‘Half Year Accounts’).

• B. ASX notes that the Independent Auditor’s Report attached to the Half Year Accounts (‘Auditor’s Report’) contains a qualified opinion and an material uncertainty related to going concern:

“Basis of Qualified Conclusion

The Group has reported Mine Properties (Note 12: $5,630,843) and Plant and Equipment (Note 9: $5,152,789) in relation to the Group’s activities in Madagascar. Under AASB 136 “Impairment of Assets” the entity shall perform an impairment test on an annual basis or whether there is any indication that an asset may be impaired. If any such indication exists, the entity shall estimate the assets’ recoverable amount.

At the date of this report, the Directors have not undertaken an impairment assessment in line with AASB 136. As such we have been unable to obtain sufficient appropriate audit evidence to support the Directors’ assessment that the carrying value of the assets is at least equal to their recoverable amount. In the event that the carrying value of the assets exceeds their recoverable amount, it would be necessary for the carrying value of the assets to be written down to its recoverable amount

Material uncertainty related to going concern

We draw attention to Note 1(e) in the financial report, which indicates that the Group incurred a loss of $4,585,265 during the half year ended 31 December 2019 and, as of that date, the Group's net operating cash outflows were $3,453,304. As stated in Note 1(e), these events or conditions, along with other matters as set forth in Note 1(e), indicate that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our conclusion is not modified in respect of this matter.”

• C. BSM’s Corporate Governance Statement for 2019 lodged on the ASX Market Announcements Platform on 25 September 2019 which provides confirmation that BSM complies with recommendation 4.2 of the ASX Corporate Governance Principles and Recommendations which states:

“The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.”

• D. Listing Rule 12.1 which states:

12.1 The level of an entity’s operations must, in ASX's opinion, be sufficient to warrant the continued +quotation of the entity’s +securities and its continued listing.

• E. Listing Rule 12.2 which states:

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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12.2 An entity's financial condition (including operating results) must, in ASX's opinion, be adequate to warrant the continued +quotation of its +securities and its continued listing.

F. Listing Rule 19.11A which states:

• 19.11A If a listing rule requires an entity to give ASX +accounts, the following rules apply.

• (a) If the entity controls an entity within the meaning of section 50AA of the Corporations Act or is the holding company of an entity, required by any law, regulation, rule or accounting standard, or if ASX requires, the +accounts must be consolidated +accounts.

• (b) The +accounts must be prepared to Australian accounting standards. If the entity is a +foreign entity the +accounts may be prepared to other standards agreed by ASX.

• (c) If the listing rule requires audited +accounts, the audit must be conducted in accordance with Australian auditing standards by a registered company auditor. If the entity is a +foreign entity, the audit may be conducted in accordance with other standards agreed by ASX and may be conducted by an overseas equivalent of a registered company auditor.

• (d) If the listing rule requires +accounts to be reviewed, the review must be conducted in accordance with Australian auditing standards. If the entity is a +foreign entity, the review may be conducted in accordance with other standards agreed by ASX. Unless the listing rule says an independent accountant may conduct the review, it must be conducted by a registered company auditor (or, if the entity is a +foreign entity, an overseas equivalent of a registered company auditor).

• (e) If there is a +directors’ declaration that relates to the +accounts, the +directors’ declaration must be given to ASX with the +accounts.

• (f) If there is a +directors’ report that relates to the period covered by the +accounts, the +directors’ report must be given to ASX with the +accounts.

Request for Information

In light of the information contained in the Half Year Accounts and the Auditor’s Report, and the application of the Listing Rules stated above, please respond to each of the following questions:

1. Is BSM able to confirm that in the Directors’ Opinion the Half Year Accounts:

2. (a) comply with the relevant Accounting Standards; and

3. (b) give a true and fair view of BSM’s financial performance and position?

4. Please explain the basis for and the factors considered by the directors of BSM (‘Directors’) to satisfy themselves that the reported Mine Properties (Note 12: $5,630,843) and Plant and Equipment (Note 9: $5,152,789) in relation to the Group’s activities in Madagascar were disclosed in accordance with Accounting Standards.

5. What steps has BSM taken since the release of the Half Year Accounts to obtain an unqualified opinion with regards to its future financial statements?

6. What steps does BSM intend to take to obtain an unqualified audit opinion with regards to its future financial statements?

7. Commenting specifically on the material uncertainty related to going concern, does BSM consider that the financial condition of BSM is sufficient to warrant continued listing on ASX as required under Listing Rule 12.2? In answering this question, please also explain the basis for this conclusion.

8. If the answer to questions 5 is “no”, please explain what steps BSM has taken, or proposes to take, to warrant continued listing on ASX under the requirements of Listing Rules 12.1 and 12.2.

2/3 ASX Customer Service Centre 131 279 | asx.com.au

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1. In relation to the Half Year Accounts did the board of Directors of BSM (‘Board’) receive the CFO and CEO declaration, as described in section 4.2 of BSM’s Corporate Governance Statement, that in the opinion of the CFO and CEO, the financial records of BSM have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of BSM and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively?

2. If the answer to question 7 is ‘no’, why did the Board not receive the CEO and CFO declaration as described in section 4.2 of BSM’s Corporate Governance Statement?

3. What enquiries did the Board make of management to satisfy itself that the financial records of BSM have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of BSM?

4. Commenting specifically on the qualified opinion, does the board consider that BSM has a sound system of risk management and internal control which is operating effectively?

5. Please explain why the reported Mine Properties (Note 12: $5,630,843) and Plant and Equipment (Note 9: $5,152,789) were not tested for impairment in accordance with AASB 136: Impairment of Assets .

6. Please confirm that BSM is complying with the Listing Rules and, in particular, Listing Rule 3.1.

7. Please confirm that BSM’s responses to the questions above have been authorised and approved under its published continuous disclosure policy or otherwise by its board or an officer of BSM with delegated authority from the board to respond to ASX on disclosure matters.

When and where to send your response

Please note that ASX reserves its right under Listing Rule 18.7A to release this letter and BSM’s response to the market. Accordingly, BSM’s response should address each question separately and be in a format suitable for release to the market.

Unless the information is required immediately under Listing Rule 3.1, a response is requested as soon as possible and, in any event by no later than 4:30 pm AWST Friday, 3 April 2020 .

Any response should be sent to me by return email at ListingsCompliancePerth@asx.com.au . It should not be sent to the ASX Market Announcements Office.

Enquiries

If you have any queries regarding any of the above, please contact me.

Yours sincerely

Madeleine Green

Senior Adviser, Listings Compliance (Perth)

3/3 ASX Customer Service Centre 131 279 | asx.com.au