GREENWING RESOURCES LTD — Proxy Solicitation & Information Statement 2019

Aug 20, 2019

==> 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 27 SEPTEMBER 2019

at Bizzell Capital Partners Pty Ltd, Level 21, Matisse Tower, 110 Mary Street, 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.

HFWPER\935659-1 HFWPER\951757-1

==> picture [161 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: 27 September 2019

LOCATION: Bizzell Capital Partners Pty Ltd, Level 21, Level 21, Matisse Tower, 110 Mary Street, 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 11 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 – Ratification of Prior Issue of Convertible Notes

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 of 176,250,000 Convertible Notes on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 2 – Ratification of Prior Issue of Convertible Notes

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 of 195,875,000 Convertible Notes on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

---

Resolution 3 – Approval for issue of Convertible Notes

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

NOTICE OF GENERAL MEETING HFWPER\935659-1 HFWPER\951757-1

• 1 -

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

“That, for the purposes of Listing Rule 7.1, and for all other purposes, Shareholders approve the issue of up to 117,250,000 Convertible Notes on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 4 – Approval for the Issue of Convertible Notes to Related Party – Mr Rick Anthon

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 6,250,000 Convertible Notes to director, Mr Rick Anthon or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

______________

Resolution 5 – Approval for the Issue of Convertible Notes to Related Party – Mr Peter Wright

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 3,125,000 Convertible Notes to director, Mr Peter Wright or his nominee(s), on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

---

Resolution 6 – Approval for the Issue of Convertible Notes to Related Party – Mr Jeffrey Marvin

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

“That, for the purposes of section 195(4) of the Corporations Act, Listing Rule 10.11 and for all other purposes, Shareholders approve the issue of up to 1,250,000 Convertible Notes to director, Mr Jeffrey Marvin or his nominee(s) on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

---

Voting Prohibitions and Exclusion Statements

Under Listing Rule 14.11, the Company will disregard any votes cast in favour of the following Resolutions by or on behalf of the following persons excluded from voting; or an associate of those persons:

Resolution	Persons excluded from voting
Resolution 1 – Ratification of	Persons who participated in the issue.
Prior Issue of Convertible
Notes
Resolution 2- Ratification of Prior Issue of Convertible	Persons who participated in the issue.
Notes

NOTICE OF GENERAL MEETING HFWPER\935659-1 HFWPER\951757-1

• 2 -

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

Resolution	Persons excluded from voting
Resolution 3- Proposed Issue	Persons who will participate in, or who will obtain a material benefit as a result
of Convertible Notes	of, the proposed issue (except a benefit solely by reason of being a holder of
	ordinary securities in the Company).
Resolution 4 –Proposed Issue	Rick Anthon, Nambia Pty Ltd, or nominee(s).
of Convertible Notes to
Related Party
Resolution 5 - Proposed	Peter Wright, Macquarie River Holdings Pty Ltd or nominee(s).
Issue of Convertible Notes to
Related Party
Resolution 6 – Proposed	Jeffrey Marvin or nominee(s).
Issue of Convertible Notes to
Related Party

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 General 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.

NOTICE OF GENERAL MEETING HFWPER\935659-1 HFWPER\951757-1

• 3 -

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

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 General Meeting, but if you are unable to attend the General 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 General Meeting evidence of his or her appointment, including any authority under which it is signed, unless it has previously been given to the Company.

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 25 September 2019. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 21 August 2019

By order of the Board

==> picture [172 x 48] intentionally omitted <==

---

David Round

Company Secretary

NOTICE OF GENERAL MEETING HFWPER\935659-1 HFWPER\951757-1

• 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. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF SECURITIES – CONVERTIBLE NOTES

3.1 Background

On 28 June 2019, the Company announced a capital raising of up to $4 million in convertible notes ( Convertible Notes ) to accelerate exploration and continuing development of the Graphmada Graphite Mine ( Convertible Note Placement ).

The initial tranche of the Convertible Note Placement was completed on 28 June 2019 with subscriptions of $1.4 million received from cornerstone investors for the issue of 176,250,000 Convertible Notes ( Tranche 1 ). The Tranche 1 Convertible Notes were issued under Listing Rule 7.1.

The purpose of Resolution 1 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the issue of the Tranche 1 Convertible Notes issued under Listing Rule 7.1.

3.2 Principle terms of the Convertible Notes

The principle terms of the Convertible Notes are as follows:

Issue amount : Up to $4 million

Issue price : Face value of $0.008 per Convertible Note

Interest rate : 15% per annum

Interest payments : Interest to be paid half yearly in arrears and may be paid at the Company's election in cash or by the issue of further convertible notes issued at the same price and on the same terms and conditions as the Convertible Notes ( Interest Convertible Notes )

Maturity date: The Convertible Notes have a maturity date of 15 June 2021.

Conversion Terms : Convertible at any time at the Convertible Note holder's election into one ordinary Share subject to the usual adjustment mechanisms in certain circumstances.

HFWPER\935659-1 HFWPER\951757-1

Security: The Convertible Notes will be secured over the assets of the Company.

3.3 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.

The effect of Shareholders passing Resolution 1 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.

3.4 Information required by Listing Rule 7.5

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

• (a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 176,250,000 Convertible Notes.

A maximum of 176,250,000 Shares will be issued on conversion of the Convertible Notes.

If the Company elects to pay all interest on the Tranche 1 Convertible Notes by the issue of further convertible notes, rather than cash, a maximum of 61,220,623 Interest Convertible Notes will be issued. If those Interest Convertible Notes are converted, a maximum of 61,220,623 Shares will be issued.

• (b) Issue price

The Convertible Notes were issued for $0.008 per Convertible Note.

• (c) Terms of the securities

The Convertible Notes each have a face value of $0.008 and a maturity date of 15 June 2021. A summary of the terms of the Convertible Notes is included at section 3.2.

• (d) Name of person to whom securities were issued

The securities were issued to cornerstone investors who are professional and sophisticated investors, none of whom are related parties of the Company.

• (e) The use (or intended use) of the funds raised

Funds raised from the issue are intended to be used to:

• (i) finance continued exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11 June 2019);

• (ii)

  • sustaining capex and continued stage 2 production expansion works;

• (iii) general working capital; and

• (iv) the costs of the issue.

• (f) Voting exclusion statement

HFWPER\935659-1 HFWPER\951757-1

A voting exclusion statement in respect of Resolution 1 is included in the Notice.

3.5 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 1.

4. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES

4.1 Background

On 21 August 2019 the Company issued a further tranche of Convertible Notes pursuant to the Convertible Note Placement announced on 28 June 2019. The 195,875,000 Convertible Notes ( Tranche 2 ) were issued within the Company's placement capacity under Listing Rule 7.1.

The purpose of Resolution 2 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the Tranche 2 issue of Convertible Notes made under Listing Rule 7.1.

4.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.3 above.

The effect of Shareholders passing Resolution 2 and ratifying the issue of the Tranche 2 Convertible Notes 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.

4.3 Information required by Listing Rule 7.5

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

• (a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 210,000,000 Convertible Notes.

A maximum of 195,875,000 Shares will be issued on conversion of the Tranche 2 Convertible Notes.

If the Company elects to pay all interest on the Tranche 2 Convertible Notes by the issue of further convertible notes, rather than cash, a maximum of 61,126,694 Interest Convertible Notes will be issued. If those Interest Convertible Notes are converted, a maximum of 61,126,694 Shares will be issued.

• (b) Issue price

The Convertible Notes were issued for $0.008 per Convertible Note.

(c) Terms of the securities

The Convertible Notes each have a face value of $0.008 and a maturity date of 15 June 2021. A summary of the principal terms of the Convertible Notes is included at section 3.2.

• (d) Name of person to whom securities were issued

The securities were issued to professional and sophisticated investors, none of whom are related parties of the Company.

• (e) The use (or intended use) of the funds raised

Funds raised from the issue are intended to be used to:

HFWPER\935659-1 HFWPER\951757-1

• (i) finance continued exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11 June 2019);

• (ii) sustaining capex and continued stage 2 production expansion works;

• (iii) general working capital; and

• (iv) the costs of the issue.

• (f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 2 is included in the Notice.

4.4 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 2.

5. RESOLUTION 3: APPROVAL FOR ISSUE OF CONVERTIBLE NOTES UNDER CONVERTIBLE NOTE PLACEMENT

5.1 Background

As announced on 28 June 2019, part of the Convertible Note Placement was subject to shareholder approval. The Company seeks to place the remaining Convertible Notes (excluding proposed subscriptions by Directors) to sophisticated and professional investors and seeks approval from shareholders to conduct the issue under Listing Rule 7.1.

5.2 Listing Rules

Information on Listing Rule 7.1 is set out at section 3.3 above.

5.3 Information required by Listing Rule 7.3

For the purposes of Listing Rule 7.3, the following information is provided to shareholders in relation to the issue of Convertible Notes:

• (a) Maximum number of securities proposed to be issued

The Company proposes to issue up to a maximum of 117,250,000 Convertible Notes under Resolution 3.

A maximum of 117,250,000 Shares will be issued on conversion of the Convertible Notes.

If the Company elects to pay all interest on the Convertible Notes proposed to be issued under Resolution 3 by the issue of further convertible notes, rather than cash, a maximum of 33,817,660 Interest Convertible Notes will be issued. If those Interest Convertible Notes are converted, a maximum of 33,817,660 Shares will be issued.

• (b) Date by which securities will be issued

The Convertible Notes will be issued no later than 3 months after the date of the meeting or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules.

(c) Issue price

The issue price of the Convertible Notes is $0.008 per Convertible Note.

• (d) Terms of the securities

The terms of the Convertible Notes are set out in section 3.2.

HFWPER\935659-1 HFWPER\951757-1

• (e) Name of persons to whom securities will be issued

The securities are to be issued to clients of Bizzell Capital Partners Pty Ltd and Morgans Corporate Limited, being professional or sophisticated investors, none of whom are related parties.

• (e) The use (or intended use) of the funds raised

Funds raised from the issue are intended to be used to:

• (i) finance continued exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11 June 2019);

• (ii) sustaining capex and continued stage 2 production expansion works;

• (iii) general working capital; and

• (iv) the costs of the issue.

• (f) Issue date

The issue of Convertible Notes will occur progressively.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 3 is included in the Notice.

5.4 Recommendation

Approval of the proposed issue will allow the Company to issue the Convertible Notes within 3 months after the general meeting without using the Company's 15% placement capacity. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

6. RESOLUTIONS 4, 5 and 6: APPROVAL FOR DIRECTOR PARTICIPATION IN CONVERTIBLE NOTE PLACEMENT

6.1 Background

As announced to the ASX on 28 June 2019, subject to shareholder approval, the Directors committed to subscribe for up to $85,000 in Convertible Notes under the Convertible Note Placement. Background information in relation to the Convertible Note Placement is set out at section 3.1 above.

Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 10,625,000 Convertible Notes in total to the current directors, being Messrs Anthon, Wright and Marvin (or their nominees) arising from their proposed participation in the issue (on the same terms as other investors).

6.2 Chapter 2E of the Corporations Act

For a public company to give a financial benefit to a related party of the public company, the public company must:

• (a) Obtain the approval of the public company's shareholders in the manner set out in sections 217 to 227 of the Corporations Act; and

• (b) Give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Participation in the Placement will result in the issue of Convertible Notes which constitutes giving a financial benefit.

HFWPER\935659-1 HFWPER\951757-1

Messrs Anthon Wright and Marvin are related parties of the Company by virtue of being Directors.

The Directors (other than Mr Anthon who has a material personal interest in Resolution 4) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 4 because the Convertible Notes will be issued to Mr Anthon on the same terms as Convertible Notes issued to non-related party participants in the Convertible Note issue.

The Directors (other than Mr Wright who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 5 because the Convertible Notes will be issued to Mr Wright on the same terms as Convertible Notes issued to non-related party participants in the Convertible Note issue.

The Directors (other than Mr Marvin who has a material personal interest in Resolution 6) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Convertible Notes will be issued to Mr Marvin on the same terms as Convertible Notes issued to non-related party participants in the Convertible Note issue.

6.3 Listing Rules

Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in Listing Rule 10.12 applies.

As participation involves the issue of Convertible Notes to related parties of the Company, Shareholder approval pursuant Listing Rule 10.11 is required unless an exception applies. It is the view if the Directors that the exceptions set out in Listing Rule 10.12 do not apply in the current circumstances.

6.4 Information required by Listing Rule 10.13

For the purposes of Listing Rule 10.13, the following information is provided to shareholders in relation to the proposed issue of Securities to Directors under the Placement:

Listing Rule 10.13 information requirements	Information
The name of the persons to whom the securities will be issued	(a) Rick Anthon (Resolution 4); (b) Peter Wright (Resolution 5); and (c) Jeffrey Marvin (Resolution 6); or their respective nominees.
The maximum number of securities to be issued	(a) 6,250,000 Convertible Notes (Resolution 4). A maximum of 6,250,000 Shares will be issued on conversion of the Convertible Notes; (b) 3,125,000 Convertible Notes (Resolution 5). A maximum of 3,125,000 Shares will be issued on conversion of the Convertible Notes; and (c) 1,250,000 Convertible Notes (Resolution 6). A maximum of 1,250,000 Shares will be issued on conversion of the Convertible Notes.
The date by which the securities will be issued	The Convertible Notes will be issued no later than 1 month after the date of the General Meeting or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules.

HFWPER\935659-1 HFWPER\951757-1

The issue price of the securities	$0.008 per Convertible Note subscribed for, being the same issue price for all other Convertible Notes issued under the issue.
The terms of the issue	A summary of the terms of the Convertible Notes is included at section 3.2.
Voting exclusion statement	A voting exclusion statement is included in the Notice.
The intended use of the funds raised	To: (i) finance continued exploration with an emphasis on drilling at the highly prospective Mahela deposit (ASX announcement 11 June 2019); (ii) sustaining capex and continued stage 2 production expansion works; (iii) general working capital; and (iv) the costs of the issue.

6.5 Additional information

If the Company elects to pay all interest on the Convertible Notes proposed to be issued under Resolutions, 4, 5 and 6 by the issue of further convertible notes, rather than cash, then subject to further shareholder approval, a maximum of 3,690,605 Interest Convertible Notes will be issued. If those Interest Convertible Notes are converted, a maximum of 3,690,605 Shares will be issued.

Approval for the issue of Convertible Notes under Resolutions 4, 5 and 6 pursuant to Listing Rule 7.1 is not required as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Convertible Notes to Messrs Anthon, Wright and Marvin (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

7. DEFINITIONS

In this Explanatory Statement:

AEST means Australian Eastern Standard Time.

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.

Convertible Note means a convertible note issued by the Company, the terms of which are described in section 3.2.

Convertible Note Placement has the meaning given in section 3.1.

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.

HFWPER\935659-1 HFWPER\951757-1

Interest Convertible Note means a convertible note issued by the Company in lieu of interest on the Convertible Notes, issued at the same price and on the same terms and conditions as the Convertible Notes.

Listing Rules means the listing rules of the ASX.

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

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.

HFWPER\935659-1 HFWPER\951757-1

HFWPER\935659-1 HFWPER\951757-1