GREENWING RESOURCES LTD — Proxy Solicitation & Information Statement 2019

Apr 2, 2019

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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 MONDAY 6 MAY 2019

at Bizzell Capital Partners Pty Ltd, Level 9, Waterfront Place, 1 Eagle 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.

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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: Monday, 6 May 2019

LOCATION: Bizzell Capital Partners Pty Ltd, Level 9, Waterfront Place, 1 Eagle 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 Securities – Underwriting fees

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 44,236,882 Options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 2 – Ratification of Prior Issue of Securities issued under Placement

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 214,771,284 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 3 – Ratification of Prior Issue of Securities issued under Placement

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

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“That, for the purposes of Listing Rule 7.4, and for all other purposes, Shareholders approve and ratify the issue 107,385,642 Options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 4 – Ratification of Prior Issue of Securities to Joint Lead Managers - Placement

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 2,584,641 Options 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 – Ratification of Prior Issue of Securities – Deferred Placement Securities

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 11,891,280 Shares and 13,560,000 Options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 6 – Ratification of Prior Issue of Securities – Deferred Placement Securities

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 15,228,720 Shares on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 7 – Ratification of Prior Issue of Securities to Joint Lead Managers – Deferred Placement

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 339,000 Options on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 8– Approval for Director Participation in Deferred Placement - Mr Rick Anthon

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

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“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 1,600,000 Shares and 800,000 Options to Rick Anthon (or his nominee(s)), a director of the Company, on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

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Resolution 9 – Approval for Director Participation in Deferred Placement - 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 1,600,000 Shares and 800,000 Options to Jeffrey Marvin (or his nominee(s)), a director of the Company, on the terms set out in the Explanatory Statement accompanying this Notice of General Meeting.”

A voting exclusion statement is set out below.

Resolution 10 – Approval for Director Participation in Deferred Placement - 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 1,600,000 Shares and 800,000 Options to Peter Wright (or his nominee(s)), a director of the Company, 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 on the following Resolutions by the following persons and their associates:

Resolution	Persons excluded from voting
Resolution 1 – Ratification of	Bizzell Capital Partners Pty Ltd
Prior Issue of Securities –
Underwriting fees
Resolution 2- Ratification of Prior Issue of Securities	Persons who participated in the Placement
under Placement
Resolution 3- Ratification of	Persons who participated in the Placement
Prior Issue of Securities
under Placement
Resolution 4 - Ratification of	Bizzell Capital Partners Pty Ltd and Morgans Corporate Pty Ltd
Prior Issue of Securities to
Joint Lead Managers
Resolution 5 - Ratification of	Persons who participated in the Deferred Placement
Prior Issue of Securities
under Deferred Placement
Resolution 6 - Ratification of	Persons who participated in the Deferred Placement
Prior Issue of Securities
under Deferred Placement

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Resolution	Persons excluded from voting
Resolution 7 - Ratification of	Bizzell Capital Partners Pty Ltd
Prior Issue of Securities to
Joint Lead Managers –
Deferred Placement
Resolution 8 - Proposed	Rick Anthon, Nambia Pty Ltd, or nominee(s).
Issue of Securities to a
Related Party – Deferred
Placement
Resolution 9- Proposed Issue	Jeffrey Marvin or nominee(s).
of Securities to a Related
Party–Deferred Placement
Resolution 10- Proposed	Peter Wright, Macquarie River Holdings Pty Ltd or nominee(s).
Issue of Securities to a
Related Party – Deferred
Placement

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.

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

Dated this 2 April 2019

By order of the Board

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David Round

Company Secretary

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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 11. 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 – UNDERWRITING FEES

3.1 Background

On 16 November 2018, 44,236,882 Options exercisable at $0.05 expiring 31 December 2020 ( Options ) were issued to Bizzell Capital Partners Pty Ltd ( BCP ) in accordance with the terms of an agreement announced to the market on 4 May 2018 relating to the underwriting of listed options exercised before 30 September 2018.

The Options were issued to BCP without shareholder approval using the Company's placement capacity under listing rule 7.1.

The purpose of Resolution 1 is to seek shareholder approval to approve and ratify the issue of 44,236,882 Options issued under Listing Rule 7.1.

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.

3.2 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.

3.3 Information required by Listing Rule 7.5

OPTION TERMS

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For the purposes of 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 under Listing Rule 7.1 was 44,236,882 Options.

• (b) Issue price

The Options were issued for nil cash consideration.

• (c) Terms of the securities

The Options issued are exercisable at $0.05 on or before 31 December 2020. A summary of the terms of the Options is included at Schedule 1.

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

The securities were issued to BCP.

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

No funds were raised from the issue as the purpose of the issue was to partially satisfy underwriting fees pursuant to the underwriting agreement between the Company and BCP.

(f) Voting exclusion statement

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

3.4 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 1.

4. RESOLUTION 2: RATIFICATION OF PRIOR ISSUE OF SECURITIES UNDER PLACEMENT

4.1 Background

As announced to the ASX on 14 December 2018, the Company completed a capital raising for production expansion and drilling at its Graphmada Large Flake Graphite Mine and working capital ( Placement ).

The subscription price was $0.0125 per Share. For every two Shares subscribed for, subscribers to the Placement also received one free attaching Option.

A total of 214,771,284 Shares and 107,385,642 Options were issued to subscribers of the Placement without shareholder approval.

The purpose of Resolution 2 is to seek shareholder approval to approve and ratify the issue of 214,771,284 Shares issued under Listing Rule 7.1A.

4.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out at section 3.2 above.

Listing Rule 7.1A.2 provides that in addition to issues under Listing Rule 7.1, an eligible entity which has obtained the approval of the holders of its ordinary securities under Listing Rule 7.1A may issue or agree to issue during the period of the approval a number of equity securities calculated in accordance with the following formula:

OPTION TERMS

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(A x D) – E

where:

• A has the same meaning as in Listing Rule 7.1 D = 10%

• E = the number of equity securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the issue date or date of agreement to issue that are not issued with the approval of holders of ordinary securities under Listing Rule 7.1 or 7.4.

Issues made with approval under Listing Rule 7.1A may be ratified under Listing Rule 7.4.

The effect of Shareholders passing Resolution 2 and ratifying the issues 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 Shares:

(a) Number of securities issued

The total number of securities issued under the Placement to subscribers under Listing Rule 7.1A was 214,771,284 Shares.

• (b) Issue price

The Shares were issued at an issue price of $0.0125 per Share with one free attaching Option for every two Shares subscribed for.

(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) Name of person to whom securities were issued

The securities were issued to professional or sophisticated investors.

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

The funds raised have been or are intended to be used for mineral resource drilling, part of the stage 2 expansion at the Graphmada Mine, capital equipment costs and working capital.

(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: RATIFICATION OF PRIOR ISSUE OF SECURITIES UNDER PLACEMENT

5.1 Background

OPTION TERMS

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As set out in section 4.1 a total of 107,385,642 Options were issued to subscribers of the Placement without shareholder approval.

The purpose of Resolution 3 is to seek shareholder approval to approve and ratify the issue of 107,385,642 free attaching Options issued under Listing Rule 7.1.

5.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out at section 3.2 above.

The effect of Shareholders passing Resolution 3 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.

5.3 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 Shares:

(a) Number of securities issued

The total number of securities issued under the Placement to subscribers under Listing Rule 7.1 was 107,385,642 Options.

(b) Issue price

The Options were free attaching on the basis on one Option for every two Shares subscribed for.

(c) Terms of the securities

A summary of the terms of the Options is included at Schedule 1.

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

The securities were issued to professional or sophisticated investors.

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

The funds raised have been or are intended to be used for mineral resource drilling, part of the stage 2 expansion at the Graphmada Mine, capital equipment costs and working capital.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 3 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 3.

6. RESOLUTION 4: RATIFICATION OF PRIOR ISSUE OF SECURITIES TO JOINT LEAD MANAGERS OF PLACEMENT

6.1 Background

OPTION TERMS

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As announced to the ASX on 20 December 2018, the Company issued a total of 109,970,283 Options. Those options comprised 107,385,642 Options issued to subscribers of the Placement and 2,584,641 Options issued to the Lead Managers of the Placement in satisfaction of fees under the mandate.

The issue of 2,584,641 Options to the Lead Managers of the Placement was made without shareholder approval under Listing Rule 7.1. The background to the Placement is set out at section 4.1 above.

The purpose of Resolution 4 is for Shareholders to approve and ratify the issue of the 2,584,641 Options issued under Listing Rule 7.1.

6.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out at section 3.2 above.

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the Options. However, under Resolution 4, the Company now seeks Shareholder approval for the ratification of the issue of 2,584,641 Options 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.

The effect of Shareholders passing Resolution 4 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.

6.3 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 Shares:

(a) Number of securities issued

The total number of securities issued to the Lead Managers of the Placement pursuant to the mandate under Listing Rule 7.1 was 2,584,641 Options.

• (b) Issue price

The Options were issued for nil cash consideration.

• (c) Terms of the securities

A summary of the terms of the Options is included at Schedule 1.

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

The 2,584,641 Options were issued to the Lead Managers as follows:

• (i) BCP: 1,499,016 Options; and

• (ii) Morgans Corporate Pty Ltd 1,085,625 Options.

• (e) Use (or intended use) of funds

No funds were raised by the issue of Options to the Lead Managers.

(f) Voting exclusion statement

A voting exclusion statement in respect of Resolution 4 is included in the Notice.

6.4 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,

OPTION TERMS

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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 4.

7. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF SECURITIES - DEFERRED PLACEMENT SECURITIES

7.1 Background

As announced on 14 and 20 December 2018, part of the Placement was to be issued on a deferred basis (" Deferred Placement "). On 19 March 2019, the Company issued a total of 27,120,000 Shares and 13,560,000 Options to subscribers under the Deferred Placement under Listing Rules 7.1A and 7.1.

7.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.2 above. Information on Listing Rule 7.1A is set out at section 4.2 above.

Under Resolution 5, the Company now seeks Shareholder approval for the ratification of the issue of 11,891,280 Shares and 13,560,000 Options issued under Listing Rule 7.1 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.

The effect of Shareholders passing Resolution 5 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.

7.3 Information required under 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 Shares:

(a) Number of securities issued

The following securities were issued to subscribers of the Deferred Placement under Listing Rule 7.1:

(i) 11,891,280 Shares; and

• (ii) 13,560,000 Options.

(b) Issue price

The Shares were issued at an issue price of $0.0125 per Share with one free attaching Option for every 2 Shares subscribed for.

(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. A summary of the terms of the Options is included at Schedule 1.

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

The securities were issued to professional or sophisticated investors.

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

The funds raised are intended to be used for mineral resource drilling, part of the stage 2 expansion at the Graphmada Mine, capital equipment costs and working capital.

• (f) Voting exclusion statement

OPTION TERMS

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A voting exclusion statement in respect of Resolution 5 is included in the Notice.

7.4 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 5.

8. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF SECURITIES - DEFERRED PLACEMENT SECURITIES

8.1 Background

The background to the Deferred Placement is set out in section 7.1.

8.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.2 above. Information on Listing Rule 7.1A is set out at section 4.2 above.

Under Resolution 6, the Company now seeks Shareholder approval for the ratification of the issue of 15,228,720 Shares issued under Listing Rule 7.1A 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.

The effect of Shareholders passing Resolution 6 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.

8.3 Information required under 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 Shares:

(a) Number of securities issued

A total of 15,228,720 Shares were issued to subscribers of the Deferred Placement under Listing Rule 7.1A

(b) Issue price

The Shares were issued at an issue price of $0.0125 per Share with one free attaching Option for every 2 Shares subscribed for.

(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) Name of person to whom securities were issued

The securities were issued to professional or sophisticated investors.

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

The funds raised are intended to be used for mineral resource drilling, part of the stage 2 expansion at the Graphmada Mine, capital equipment costs and working capital.

• (f) Voting exclusion statement

OPTION TERMS

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A voting exclusion statement in respect of Resolution 6 is included in the Notice.

8.4 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 6.

9. RESOLUTION 7 – RATIFICATION OF PRIOR ISSUE OF SECURITIERS TO JOINT LEAD MANAGERS - DEFERRED PLACEMENT

9.1 Background

The Background to the Deferred Placement is set out in section 7.1 above.

9.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out at section 3.2 above.

Shareholder approval was not required under Listing Rule 7.1 for the issue by the Company of the Shares and Options. However, under Resolution 7, the Company now seeks Shareholder ratification of the issue of 339,000 Options 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.

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.

9.3 Information required under 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 Shares:

• (a) Number of securities issued

The total number of securities issued to the Lead Managers of the Deferred Placement pursuant to the mandate under Listing Rule 7.1 was 339,000 Options.

(b) Issue price

The Options were issued for nil cash consideration.

• (c) Terms of the securities

A summary of the terms of the Options is included at Schedule 1.

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

• The Options were issued to BCP.

• (e) Use (or intended use) of funds

No funds were raised by the issue of Options to the Joint Lead Manager.

• (f) Voting exclusion statement

• A voting exclusion statement in respect of Resolution 7 is included in the Notice.

OPTION TERMS

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9.4 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.

10. RESOLUTIONS 8, 9 and 10: APPROVAL FOR DIRECTOR PARTICIPATION IN DEFERRED PLACEMENT

10.1 Background

As announced to the ASX on 14 December 2018, subject to shareholder approval, the Directors committed to subscribe for a portion of the Placement. Background information in relation to the Placement is set out at section 4.1 above.

Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 4,800,000 Shares and 2,400,000 Options in total to all of the current directors, being Messrs Anthon, Marvin and Wright (or their nominees) arising from their proposed participation in the Placement (on the same terms as other investors).

10.2 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 Shares and Options which constitutes giving a financial benefit.

Messrs Anthon, Marvin and Wright 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 8) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 8 because the Shares and Options will be issued to Mr Anthon on the same terms as Shares and Options issued to non-related party participants in the Placement.

The Directors (other than Mr Marvin who has a material personal interest in Resolution 9) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 9 because the Shares and Options will be issued to Mr Anthon on the same terms as Shares and Options issued to non-related party participants in the Placement.

The Directors (other than Mr Wright who has a material personal interest in Resolution 10) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 10 because the Shares and Options will be issued to Mr Wright on the same terms as Shares and Options issued to non-related party participants in the Placement.

10.3 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.

OPTION TERMS

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As participation involves the issue of Shares and Options 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.

10.4 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 Shares and Options will be issued	(a) Rick Anthon (Resolution 8); (b) Jeffrey Marvin (Resolution 9); (c) Peter Wright (Resolution 10), or their respective nominees.
The maximum number of securities to be issued	(a) 1,600,000 Shares and 800,000 Options (Resolution 8); (b) 1,600,000 Shares and 800,000 Options (Resolution 9); and (c) 1,600,000 Shares and 800,000 Options (Resolution 10).
The date by which the Securities will be issued	The Shares and Options 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.
The issue price of the Securities	$0.0125 per Share with 1 free attaching option for every two Shares subscribed for, being the same issue price for all other Shares issued under the Placement and will raise a total amount of $60,000 for the Company.
The terms of the issue	The Shares are 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. A summary of the terms of the Options is included atSchedule 1.
Voting exclusion statement	A voting exclusion statement is included in the Notice.
The intended use of the funds raised	Funds raised from the issue are intended to be used to fund mineral resource drilling, part of Stage 2 expansion at the Graphmada Mine, capital equipment costs and working capital.

Approval for the issues under Resolutions 8, 9 and 10 pursuant to Listing Rule 7.1 is not required for the as approval is being obtained under Listing Rule 10.11. Accordingly, the issue of Shares and Options to Messrs Anthon, Marvin and Wright (or their nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to Listing Rule 7.1.

11. DEFINITIONS

OPTION TERMS

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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.

BCP means Bizzell Capital Partners Pty Ltd.

Board means the Board of Directors of the Company.

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

Corporations Act means the Corporations Act 2001 (Cth).

Deferred Placement has the meaning given in section 7.1.

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.

Listing Rules means the listing rules of the ASX.

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

Option means an option to subscribe for a Share with the terms and conditions set out in Schedule 1.

Placement has the meaning given in section 4.1.

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.

OPTION TERMS

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SCHEDULE 1: Option Terms

• (a) Subject to adjustment in accordance with these terms and conditions, the holder is entitled to subscribe for the allotment and issue of one fully paid ordinary share in the Company upon payment of the Exercise Price before the Expiry Date ( Option );

• (b) The exercise price of each Option is $0.05 ( Exercise Price );

• (c) An Option is exercisable at any time after the date of grant and on or before 5:00pm (Brisbane time) on 31 December 2020 ( Expiry Date ). Options not exercised by the Expiry Date lapse and will be cancelled;

• (d) The Company will at least 10 Business Days before the Expiry Date send notices to the Option holder stating the name of the Option holder, the number of Options held and the number of securities to be issued of the option, the exercise price, the due date for payment and the consequences of non-payment;

• (e) Each Option may be exercised in writing to the Company at its registered office accompanied by the Option certificate and payment of the required Exercise Price. All cheques must be payable to the Company and be crossed not negotiable;

• (f) After an Option is validly exercised, the Company must:

• (i) issue and allot the shares within 10 Business Days of the exercise of the Option; and

• (ii) subject to the securities of the Company being listed on ASX and to any restrictions imposed on the Options or shares issued upon exercise of the Options under the Listing Rules of ASX, do all such acts matters and things to obtain the grant of quotation for the shares on ASX no later than 3 Business Days after the date of issue and allotment of the shares;

• (g) Shares issued on the exercise of Options will rank equally with all existing shares on and from the date of issue in all respects;

• (h) The Options are transferable subject to any restriction imposed by ASX or the Corporations Act. (i) An Option holder may participate in new issues of securities to holders of shares only if and to the extent that:

• (i) an Option has been exercised; and

• (ii) a Share has been issued in respect of the exercise before the record date for determining entitlements to the new issue;

• (j) If the Company makes a bonus issue of shares of other securities to existing Shareholders (other than an issue in lieu or in satisfaction, of dividends or by way of dividend reinvestment):

• (i) the number of shares which must be issued on the exercise of an Option will be increased by the number of shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (ii) no change will be made to the Exercise Price;

• (k) If the Company makes an issue of shares pro-rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

On =[O – E ][[][P −(S + D)][]]

N + 1

Where:

• On = the new exercise price of the Option;

• O = the old exercise price of the Option;

• E = the number of underlying securities into which one Option is exercisable;

OPTION TERMS

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P = the average market price per security (weighted by reference to volume) of the underlying securities during the 5 trading days ending on the day before the ex rights date or the ex entitlements date;

S = the subscription price for a security under the pro rata issue;

D = the dividend due but not yet paid on the existing underlying securities (except those to be issued under the pro rata issue);

N = the number of securities with rights or entitlements that must be held to receive a right to one new security.

(l) If there is a reorganisation of the issue capital of the Company (including a consolidation, subdivision, reduction or return of capital), then the rights of the holder of an Option will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

OPTION TERMS

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Lodge your vote:

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
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Online:

www.investorvote.com.au

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ABN 31 109 933 995
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By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form



Vote online

• Go to www.investorvote.com.au or scan the QR Code with your mobile device.

• Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 182537

SRN/HIN:

PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 11:00am (AEST) Saturday, 4 May 2019

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

Proxy Form

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Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ‘ X ’) should advise your broker of any changes.

Please mark

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to indicate your directions

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Bass Metals Ltd hereby appoint

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the Chairman of the Meeting

OR



PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the General Meeting of Bass Metals Ltd to be held at Bizzell Capital Partners Pty Ltd, Level 9, Waterfront Place, 1 Eagle Street, Brisbane, Queensland on Monday, 6 May 2019 at 11:00am (AEST) and at any adjournment or postponement of that meeting.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Against	Against	Abstain	Abstain	Abstain
Resolution	1	Ratification of Prior Issue of Securities – Underwriting fees
Resolution	2	Ratification of Prior Issue of Securities issued under Placement
Resolution	3	Ratification of Prior Issue of Securities issued under Placement
Resolution	4	Ratification of Prior Issue of Securities to Joint Lead Managers - Placement
Resolution	5	Ratification of Prior Issue of Securities – Deferred Placement Securities
Resolution	6	Ratification of Prior Issue of Securities – Deferred Placement Securities
Resolution	7	Ratification of Prior Issue of Securities to Joint Lead Managers – Deferred Placement
Resolution	8	Approval for Director Participation in Deferred Placement - Mr Rick Anthon
Resolution	9	Approval for Director Participation in Deferred Placement - Mr Jeffrey Marvin
Resolution	10	Approval for Director Participation in Deferred Placement - Mr Peter Wright

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime
Name Telephone Date / /
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BSM

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