GREENWING RESOURCES LTD — Proxy Solicitation & Information Statement 2017

Mar 28, 2017

==> picture [219 x 84] intentionally omitted <==

ACN 109 933 995

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR THE GENERAL MEETING OF SHAREHOLDERS TO BE HELD at

11:00AM (AEST) ON WEDNESDAY, 3 MAY 2017 at the office of Bizzell Capital Partners, 1 Eagle St, Brisbane QLD 4000

IMPORTANT INFORMATION

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers without delay.

==> picture [160 x 57] intentionally omitted <==

ACN 109 933 995

NOTICE OF GENERAL MEETING

Notice is hereby given that the General Meeting of the Shareholders of Bass Metals Ltd (“ Bass Metals ” or “ the Company ”) will be held as follows:

TIME: 11:00am (AEST)

DATE: Wednesday, 3 May 2017

LOCATION: at the office of Bizzell Capital Partners, 1 Eagle St, Brisbane QLD 4000

This Notice of General Meeting should be read in its entirety.

If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers without delay.

If you wish to discuss any aspects of this document with the Company, please contact Mr David Round, Company Secretary, of Bass Metals Ltd on 0411 160 445.

Words and phrases used in the Resolutions are defined in Section 6 of the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of General Meeting as defined in the Explanatory Statement.

AGENDA

ORDINARY BUSINESS

Resolution 1 – Issue of Performance Rights to Rick Anthon under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 15,000,000 Performance Rights to Rick Anthon under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

---

Resolution 2 – Issue of Performance Rights to Jeffrey Marvin under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 6,000,000 Performance Rights to Jeffrey Marvin under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

NOTICE OF GENERAL MEETING

• 1 -

==> picture [130 x 48] intentionally omitted <==

---

Resolution 3 – Issue of Performance Rights to Peter Wright under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 6,000,000 Performance Rights to Peter Wright under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

---

Resolution 4 – Issue of Options to Rick Anthon under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 30,000,000 Options to Rick Anthon under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

---

Resolution 5 – Issue of Options to Jeffrey Marvin under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 12,000,000 Options to Jeffrey Marvin under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

---

Resolution 6 – Issue of Options to Peter Wright under the Incentive Scheme

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That for the purposes of ASX Listing Rule 10.14 and for all other purposes, Shareholders approve the grant of up to 12,000,000 Options to Peter Wright under the Incentive Scheme on the terms and conditions set out in the Explanatory Statement.”

A voting exclusion statement is set out below.

---

Resolution 7 – Ratification of Prior Issue of Shares

To consider and, if thought fit, to pass, the following Resolution as an ordinary resolution :

“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue and allotment of 175,000,001 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

NOTICE OF GENERAL MEETING

• 2 -

==> picture [130 x 48] intentionally omitted <==

VOTING PROHIBITION AND EXCLUSION STATEMENTS

Listing Rule 14.11

Under Listing Rule 14.11, the Company will disregard any votes cast on the following Resolutions by the following persons and their associates:

Resolution	Persons excluded from voting
Resolutions 1, 2, 3 – Issue	Any director of the entity who is eligible to participate in the Incentive Scheme in respect of
of Performance Rights to	which the approval is sought.
Related Parties
Resolution 4, 5, 6 – Issue of	Any director of the entity who is eligible to participate in the Incentive Scheme in respect of
Options to Related Parties	which the approval is sought.
Resolutions 1 to 6	The Company will also disregard any votes cast on Resolutions 1 to 6 by a member of the
	Key Management Personnel or their Closely Related Parties as proxy for another person
	where the proxy does not specify how the proxy is to vote, with the exception that votes
	cast by the Chairman as proxy appointed in writing, in accordance with a direction on the
	proxy form to vote as the proxy decides, will not be excluded.
Resolution 7 – Ratification	Persons who participated in the issue.
of Prior Issue of Securities

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the direction on the Proxy Form; or

• (b) it is cast by the person chairing the Meeting as proxy for the person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of General Meeting for further explanation of the Resolutions.

PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed Proxy Form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• a member of the Company entitled to attend and vote at the General Meeting is entitled to appoint a proxy;

• a proxy need not be a member of the Company; and

• a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

CORPORATE REPRESENTATIVES

A body corporate that is a shareholder, or which has been appointed as proxy, may appoint an individual to act as its representative at the General Meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

NOTICE OF GENERAL MEETING

• 3 -

==> picture [130 x 48] intentionally omitted <==

DATE FOR DETERMINING HOLDERS OF SHARES

In accordance with Regulation 7.11.37 of the Corporations Regulations 2001 (Cth), the Directors have set a date to determine the identity of those entitled to attend and vote at the General Meeting. For the purposes of determining voting entitlements at the General Meeting, Shares will be taken to be held by the persons who are registered as holding at 7:00 pm (AEST) on 1 May 2017. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 29 March 2017

By order of the Board

_____ David Round Company Secretary

NOTICE OF GENERAL MEETING

• 4 -

==> picture [183 x 69] intentionally omitted <==

ACN 109 933 995

EXPLANATORY STATEMENT TO SHAREHOLDERS

1. ACTION TO BE TAKEN BY SHAREHOLDERS

This Explanatory Statement sets out information about the Resolutions to be considered by the Shareholders at the General Meeting. Defined terms used in this Explanatory Statement are set out in Section 7. Accompanying this Explanatory Statement is the Notice of General Meeting convening the General Meeting and a Proxy Form.

Shareholders are encouraged to attend and vote on the Resolutions to be put to the General Meeting. If a Shareholder is not able to attend and vote at the General Meeting, the Shareholder may complete the Proxy Form and return it not later than 48 hours before the time specified for the commencement of the General Meeting.

2. PURPOSE OF THE GENERAL MEETING

The General Meeting has been convened for the purpose of considering the Resolutions, which are set out in the Notice of General Meeting and explained in more detail below.

3. RESOLUTIONS 1, 2 AND 3: ISSUE OF PERFORMANCE RIGHTS TO RELATED PARTIES UNDER THE INCENTIVE SCHEME – RICK ANTHON, JEFFREY MARVIN, PETER WRIGHT

3.1 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a “financial benefit” to a “related party” unless either:

• (a) the giving of the financial benefit falls within one of the exceptions in section 210 to 217 of the Corporations Act; or

• (b) Shareholders have in general meeting approved the giving of that financial benefit to the related party.

Rick Anthon, Jeffrey Marvin and Peter Wright are related parties of the Company by reason of being directors of the Company.

Section 211 of the Corporations Act provides an exception for a financial benefit that is remuneration to an officer or employee of the Company and to give the remuneration is reasonable given the circumstances of the Company and the related party’s circumstances (including the responsibilities involved in such office or employment).

The Directors (other than the Director the subject of the relevant resolution) are of the view that the proposed issue of Performance Rights pursuant to resolutions 1 to 3 fall within the ‘reasonable remuneration’ exception under section 211 of the Corporations Act given the circumstances of the Company and the position held by the relevant director in the Company. Accordingly, the Directors (other than the Director the subject of the relevant resolution) have determined not to seek Shareholder approval for the purposes of section 208 of the Corporations Act for the issue of the Performance Rights under resolutions 1 to 3.

3.2 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit a related party of the Company to acquire securities under an employee incentive scheme unless the acquisition has been approved by shareholders by ordinary resolution.

EXPLANATORY STATEMENT

• 5 -

==> picture [130 x 48] intentionally omitted <==

If approval is given by shareholders under Listing Rule 10.14, separate approval is not required under Listing Rules 10.11 or 7.1.

3.3 Information required by ASX Listing Rule 10.15A

For the purposes of Listing Rule 10.15A, the following information is provided about the proposed issue:

• (a) The maximum number of Performance Rights that may be acquired by all persons for whom approval is required is set out below:

Related Party	Number Issued
Rick Anthon	15,000,000
JeffreyMarvin	6,000,000
Peter Wright	6,000,000

• (b) The issue price of the securities will be nil.

• (c) No Directors nor associates of Directors have received securities under the Incentive Scheme since the approval of the Incentive Scheme.

(d) The Directors and associates of Directors who are entitled to participate in the Incentive Scheme are Rick Anthon, Jeffrey Marvin and Peter Wright:

Related Party	Number of Performance Rights	Key Performance Indicator
Rick Anthon	6,000,000	Achieving a total production of 1,250 tonnes of saleable graphite over any 3 month period
Rick Anthon	6,000,000	Graphmada Operations achieving cash flow positive results over 3 consecutive months
Rick Anthon	3,000,000	In addition to meeting the requirements outlined above, achieving a market capitalisation of $75 million.

Related Party	Number of Performance Rights	Key Performance Indicator
Jeffrey Marvin	2,400,000	Achieving a total production of 1,250 tonnes of saleable graphite over any 3 month period
Jeffrey Marvin	2,400,000	Graphmada Operations achieving cash flow positive results over 3 consecutive months
Jeffrey Marvin	1,200,000	In addition to meeting the requirements outlined above, achieving a market capitalisation of $75 million.

Related Party	Number of Performance Rights	Key Performance Indicator
Peter Wright	2,400,000	Achieving a total production of 1,250 tonnes of saleable graphite over any 3 month period
Peter Wright	2,400,000	Graphmada Operations achieving cash flow positive results over 3 consecutive months
Peter Wright	1,200,000	In addition to meeting the requirements outlined above, achieving a market capitalisation of $75 million.

(e) A voting exclusion statement is included in the Notice.

• (f) There is no loan in relation to the acquisition.

EXPLANATORY STATEMENT

• 6 -

==> picture [130 x 48] intentionally omitted <==

• (g) Details of any securities issued under the Incentive Scheme will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under Listing Rule 10.14.

• (h) Any additional persons who become entitled to participate in the Incentive Scheme after Resolutions 1 to 3 are approved and who are not named in the Notice of meeting will not participate until approval is obtained under Listing Rule 10.14.

• (i) The date by which the Company will issue the securities is no later than 3 years after the meeting.

3.4

Recommendations

Director’s Recommendation: the Board abstains from making a recommendation to Shareholders in relation to Resolutions 1, 2 and 3. The Chair in his capacity as proxy holder intends to vote all undirected proxies in favour of the Resolutions.

4. RESOLUTIONS 4, 5 AND 6: ISSUE OF OPTIONS TO RELATED PARTIES UNDER THE INCENTIVE SCHEME – RICK ANTHON, JEFFREY MARVIN, PETER WRIGHT

4.1 Chapter 2E of the Corporations Act

Chapter 2E of the Corporations Act prohibits a public company from giving a “financial benefit” to a “related party” unless either:

• (a) the giving of the financial benefit falls within one of the exceptions in section 210 to 217 of the Corporations Act; or

• (b) Shareholders have in general meeting approved the giving of that financial benefit to the related party.

Rick Anthon, Jeffrey Marvin and Peter Wright are related parties of the Company by reason of being directors.

Section 211 of the Corporations Act provides an exception for a financial benefit that is remuneration to an officer or employee of the Company and to give the remuneration is reasonable given the circumstances of the Company and the related party’s circumstances (including the responsibilities involved in such office or employment).

The Directors (other than the Director the subject of the relevant resolution) are of the view that the proposed issue of Options pursuant to resolutions 4 to 6 fall within the ‘reasonable remuneration’ exception under section 211 of the Corporations Act given the circumstances of the Company and the position held by the relevant director in the Company. Accordingly, the Directors (other than the Director the subject of the relevant resolution) have determined not to seek Shareholder approval for the purposes of section 208 of the Corporations Act for the issue of the Options under resolutions 4 to 6.

4.2 ASX Listing Rule 10.14

ASX Listing Rule 10.14 provides that a company must not permit a related party of the Company to acquire securities under an employee incentive scheme unless the acquisition has been approved by shareholders by ordinary resolution. If approval is given by shareholders under Listing Rule 10.14, separate approval is not required under Listing Rules 10.11 or 7.1.

4.3 Information required by ASX Listing Rule 10.15A

For the purposes of Listing Rule 10.15A, the following information is provided about the proposed issue:

• (a) The maximum number of Options that may be acquired by all persons for whom approval is required is set out below:

Related Party	Number Issued
Rick Anthon	30,000,000
JeffreyMarvin	12,000,000
Peter Wright	12,000,000

EXPLANATORY STATEMENT

• 7 -

==> picture [130 x 48] intentionally omitted <==

• (b)

• The issue price of the securities is intended to be nil.

• (c) No Directors and associates of Directors have received securities under the scheme since the approval of the Incentive Scheme.

• (d) The Directors and associates of Directors who are entitled to participate in the scheme are Rick Anthon, Jeffrey Marvin and Peter Wright:

Related Party	Number of Options	Exercise Price	Expiry Date
Rick Anthon	7,500,000	2.5 cents	31 December 2020
Rick Anthon	7,500,000	5 cents	31 December 2020
Rick Anthon	7,500,000	7.5 cents	31 December 2020
Rick Anthon	7,500,000	10 cents	31 December 2020
Related Party	Number of Options	Exercise Price	Expiry Date
JeffreyMarvin	3,000,000	2.5 cents	31 December 2020
JeffreyMarvin	3,000,000	5 cents	31 December 2020
JeffreyMarvin	3,000,000	7.5 cents	31 December 2020
JeffreyMarvin	3,000,000	10 cents	31 December 2020
Related Party	Number of Options	Exercise Price	Expiry Date
Peter Wright	3,000,000	2.5 cents	31 December 2020
Peter Wright	3,000,000	5 cents	31 December 2020
Peter Wright	3,000,000	7.5 cents	31 December 2020
Peter Wright	3,000,000	10 cents	31 December 2020

• (e) The terms of the Options referred to in paragraph (d) above are included at Schedules 1 to 4 of this Notice.

• (f) A voting exclusion statement is included in the Notice.

• (g)

• There is no loan in relation to the acquisition.

• (h) Details of any securities issued under the Incentive Scheme will be published in each annual report of the Company relating to a period in which securities have been issued, and that approval for the issue of securities was obtained under Listing Rule 10.14.

• (i) Any additional persons who become entitled to participate in the Incentive Scheme after Resolutions 4 to 6 are approved and who are not named in the Notice of meeting will not participate until approval is obtained under Listing Rule 10.14.

• (j) The date by which the Company will issue the securities is no later than 3 years after the meeting.

4.4 Recommendations

Director’s Recommendation: the Board abstains from making a recommendation to Shareholders in relation to Resolutions 4, 5 and 6. The Chair in his capacity as proxy holder intends to vote all undirected proxies in favour of the Resolutions.

5. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE OF SHARES

5.1 Background

As announced to the ASX on 22 December 2016, the Company issued 175,000,001 Shares under Listing Rule 7.1 to sophisticated and other investors to facilitate the revised transaction with Stratmin, which provides the Company the opportunity to reduce its future purchase obligations by a material amount, and allows the Company to continue to progress with its production optimisation plans at the Graphmada graphite mine.

EXPLANATORY STATEMENT

• 8 -

==> picture [130 x 48] intentionally omitted <==

The purpose of Resolution 7 is for Shareholders to approve and ratify the issue of 175,000,001 Shares. The effect of Shareholders passing Resolution 7 and ratifying the issue will be to restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval.

5.2 ASX Listing Rules

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it. Issues made under listing rule 7.1A can also be ratified under Listing Rule 7.4.

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the 175,000,001 Shares to sophisticated and other investors. However, under Resolution 7, the Company now seeks Shareholder ratification of the issue of 175,000,001 Shares, so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities by the Company in the next 12 months.

5.3 Regulatory Requirements

For the purposes of ASX Listing Rule 7.5, the following information is provided to shareholders in relation to the issue of Shares:

(a) Number of securities issued

The total number of securities issued was 175,000,001 Shares.

• (b) Issue price

The Shares were issued at an issue price of $0.013 per Share.

• (c) Terms of the securities

The Shares issued were fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing ordinary shares and rank equally in all respects with the existing ordinary shares.

(d) Basis upon which persons were issued Shares

The Shares were issued to sophisticated investors as determined by Bizzell Capital, none of whom are related parties of the Company.

(e) The use of the funds raised

A total of $2,275,000 (less costs) was raised from the issue. The funds were used for payments to vendors as part of the Graphmada project acquisition costs and for working capital.

(f) A voting exclusion statement in respect of Resolution 7 is included in the Notice.

5.4 Recommendation

The Directors believe that the ratification of this issue is beneficial for the Company as it will restore the Company's ability to issue further capital to the maximum 15% limit during the next 12 months and increase the base figure (i.e. variable 'A') in which the Company's 15% and 10% annual placement capacities are calculated, which in turn will allow a proportionately higher number of securities to be issued without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

EXPLANATORY STATEMENT

• 9 -

==> picture [130 x 48] intentionally omitted <==

6. DEFINITIONS

In this Explanatory Statement:

ADST means Australian Eastern Daylight Saving Time as observed in Sydney NSW.

AEST means Australian Eastern Standard Time as observed in Brisbane QLD.

ASX means the Australian Securities Exchange or ASX Limited (ABN 98 008 624 691), as the context requires.

Board means the Board of Directors of the Company.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company or Bass Metals means Bass Metals Limited ACN 109 933 995.

Corporations Act means the Corporations Act 2001 (Cth) .

Director means a director of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of General Meeting.

General Meeting means the meeting of the Shareholders convened for the purposes of considering the Resolutions contained in the Notice of General Meeting.

Incentive Scheme means the Bass Metals Limited Incentive Scheme.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company.

Listing Rules means the listing rules of the ASX.

Notice of General Meeting means the notice convening the General Meeting accompanying this Explanatory Statement.

Option means an option to subscribe for a Share.

Performance Rights as defined in the Incentive Scheme.

Proxy Form means the form of proxy accompanying this Notice of General Meeting.

Related Party means a party so defined by section 228 of the Corporations Act.

Resolution means a resolution proposed to be passed at the General Meeting and contained in the Notice of General Meeting.

Section means a section of the Notice of General Meeting.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share.

EXPLANATORY STATEMENT

• 10 -

==> picture [130 x 48] intentionally omitted <==

SCHEDULE 1: TERMS AND CONDITIONS OF OPTIONS EXERCISABLE AT $0.025 EXPIRING 31 DECEMBER 2020

• (a) The Options will not be quoted on the ASX.

• (b) The Options are exercisable at $0.025 each.

• (c) An Option must be exercised (if at all) not later than 5.00pm (WST) on 31 December 2020.

• (d) The Options will become exercisable on issue.

• (e) Each Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the Option and payment to the Company of the exercise price.

• (f) The exercise of some Options only does not affect the holder’s right to exercise other Options at a later time.

• (g) An Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that Option, and the Option certificate.

• (h) The Company shall allot Shares on exercise of Options in accordance with the Company's Constitution.

• (i) Shares issued on the exercise of Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.

• (j) The Options are not transferable except with the consent of the Company.

• (k) In relation to new issues, there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, Option holders will be afforded the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.

• (l) If from time to time, prior to the expiry of any Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves ("bonus issue"), then upon exercise of an Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue ("bonus issue") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

EXPLANATORY STATEMENT

• 11 -

==> picture [130 x 48] intentionally omitted <==

SCHEDULE 2: TERMS AND CONDITIONS OF OPTIONS EXERCISABLE AT $0.05 EXPIRING 31 DECEMBER 2020

• (a) The Options will not be quoted on the ASX.

• (b) The Options are exercisable at $0.05 each.

• (c) An Option must be exercised (if at all) not later than 5.00pm (WST) on 31 December 2020.

• (d) The Options will become exercisable on issue.

• (e) Each Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the Option and payment to the Company of the exercise price.

• (f) The exercise of some Options only does not affect the holder’s right to exercise other Options at a later time.

• (g) An Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that Option, and the Option certificate.

• (h) The Company shall allot Shares on exercise of Options in accordance with the Company's Constitution.

• (i) Shares issued on the exercise of Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.

• (j) The Options are not transferable except with the consent of the Company.

• (k) In relation to new issues, there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, Option holders will be afforded the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.

• (l) If from time to time, prior to the expiry of any Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves ("bonus issue"), then upon exercise of an Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue ("bonus issue") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

EXPLANATORY STATEMENT

• 12 -

==> picture [130 x 48] intentionally omitted <==

SCHEDULE 3: TERMS AND CONDITIONS OF THE OPTIONS EXPIRING $0.075 EXPIRING 31 DECEMBER 2020

• (a) The Options will not be quoted on the ASX.

• (b) The Options are exercisable at $0.075 each.

• (c) An Option must be exercised (if at all) not later than 5.00pm (WST) on 31 December 2020.

• (d) The Options will become exercisable on issue.

• (e) Each Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the Option and payment to the Company of the exercise price.

• (f) The exercise of some Options only does not affect the holder’s right to exercise other Options at a later time.

• (g) An Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that Option, and the Option certificate.

• (h) The Company shall allot Shares on exercise of Options in accordance with the Company's Constitution.

• (i) Shares issued on the exercise of Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.

• (j) The Options are not transferable except with the consent of the Company.

• (k) In relation to new issues, there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, Option holders will be afforded the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.

• (l) If from time to time, prior to the expiry of any Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves ("bonus issue"), then upon exercise of an Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue ("bonus issue") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

EXPLANATORY STATEMENT

• 13 -

==> picture [130 x 48] intentionally omitted <==

SCHEDULE 4: TERMS AND CONDITIONS OF OPTIONS EXERCISABLE AT $0.10 EXPIRING 31 DECEMBER 2020

• (a) The Options will not be quoted on the ASX.

• (b) The Options are exercisable at $0.10 each.

• (c) An Option must be exercised (if at all) not later than 5.00pm (WST) on 31 December 2020.

• (d) The Options will become exercisable on issue.

• (e) Each Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the Option and payment to the Company of the exercise price.

• (f) The exercise of some Options only does not affect the holder’s right to exercise other Options at a later time.

• (g) An Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that Option, and the Option certificate.

• (h) The Company shall allot Shares on exercise of Options in accordance with the Company's Constitution.

• (i) Shares issued on the exercise of Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.

• (j) The Options are not transferable except with the consent of the Company.

• (k) In relation to new issues, there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, Option holders will be afforded the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.

• (l) If from time to time, prior to the expiry of any Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves ("bonus issue"), then upon exercise of an Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue ("bonus issue") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the Options.

• (m) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

EXPLANATORY STATEMENT

• 14 -