GREENWING RESOURCES LTD — Proxy Solicitation & Information Statement 2020

Aug 18, 2020

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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 18 September 2020

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.

Shareholders are encouraged to vote by proxy due to the current and potential restrictions on gatherings and travel.

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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: 18 September 2020

LOCATION: Bizzell Capital Partners Pty Ltd, Level 21, Matisse Tower, 110 Mary Street, Brisbane QLD 4000

Words and phrases used in the Resolutions are defined in Section 13 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 125,625,000 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.

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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 37,500,000 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.

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Resolution 3 – 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 81,250,000 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.

NOTICE OF GENERAL MEETING

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Resolution 4 – 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 12,500,000 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.

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Resolution 5 – 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 11,761,077 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 6 – 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 47,782,847 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.

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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 7.1, and for all other purposes, Shareholders approve and ratify the issue of 400,000,000 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 8 – Approval for the 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 7.11 and for all other purposes, Shareholders approve the issue of up to 514,000,000 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

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Resolution 9 – Approval for the Issue of Shares 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 8,000,000 Shares 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.

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Resolution 10 – Approval for the Issue of Shares 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 18,000,000 Shares 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.

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Resolution 11 – Approval for the 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 7.11 and for all other purposes, Shareholders approve the issue of up to 62,500,000 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.

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 Prior	Persons who participated in the issue
Issue of Convertible Notes
Resolution 2- Ratification of Prior	Persons who participated in the issue.
Issue of Convertible Notes
Resolution 3 – Ratification of Prior	Persons who participated in the issue.
Issue of Convertible Notes
Resolution 4 – Ratification of Prior	Persons who participated in the issue.
Issue of Convertible Notes
Resolution 5 – Ratification of Prior	Persons who participated in the issue.
Issue of Convertible Notes
Resolution 6 – Ratification of Prior	Persons who participated in the issue.
Issue of Convertible Notes

NOTICE OF GENERAL MEETING

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Resolution	Persons excluded from voting
Resolution 7 – Ratification of Prior	Persons who participated in the issue.
Issue of Shares
Resolution 8 - Proposed Issue of	Persons who will participate in, or who will obtain a material benefit as a result of,
Shares	the proposed issue (except a benefit solely by reason of being a holder of ordinary
	securities in the Company).
Resolution 9 - Proposed Issue of	Rick Anthon, Nambia Pty Ltd, or nominee(s).
Shares to Related Party
Resolution 10 – Proposed Issue of	Jeffrey Marvin or nominee(s).
Shares to Related Party
Resolution 11 - Proposed Issue of	Persons who will participate in, or who will obtain a material benefit as a result of,
Convertible Notes	the proposed issue (except a benefit solely by reason of being a holder of ordinary
	securities in the Company).

However, this does not apply to a vote cast in favour of a resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

• (b) the chair of the General Meeting as proxy or attorney for the person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides: or

• (c) a holder is acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• The beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting on the resolution; and

• The holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

NOTICE OF GENERAL MEETING

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EXPLANATORY STATEMENT

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

IN ACCORDANCE WITH CURRENT GOVERNMENT INSTRUCTIONS IN RESPECT OF THE EVOLVING SITUATION REGARDING COVID-19 AND THE CHANGING RESTRICTIONS ON SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL TRAVEL, WE REQUEST THAT YOU DO NOT PHYSICALLY ATTEND THE GENERAL MEETING AND INSTEAD YOU SHOULD RETURN YOUR PROXY FORM OR APPOINT YOUR PROXY ELECTRONICALLY (AS THE CASE MAY BE) BY THE RELEVANT TIME.

AT THE TIME OF PUBLICATION OF THIS DOCUMENT, IT IS UNCLEAR WHAT RESTRICTIONS WILL BE IN PLACE REGARDING PUBLIC GATHERINGS AT THE TIME OF THE MEETING AND IN ORDER TO COMPLY WITH POTENTIAL GOVERNMENT PUBLIC HEALTH INSTRUCTIONS, IT MAY BE THAT GATHERINGS OF INDIVIDUALS ARE RESTRICTED IN NUMBER AND ACCORDINGLY ANY SHAREHOLDER OR PROXY THAT ATTEMPTS TO PHYSICALLY ATTEND THE AGM MAY BE REFUSED ADMISSION.

PROXIES

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 16 September 2020. Accordingly, transactions registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 14 August 2020

By order of the Board

___ Angus Craig Company Secretary

NOTICE OF GENERAL MEETING

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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 14. 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. BACKGROUND TO RESOLUTIONS 1 TO 6 – RATIFICATION OF PRIOR ISSUES OF CONVERTIBLE NOTES AND RESOLUTION 9 – APPROVAL OF ISSUE OF 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. On 31 October 2019, the Company announced that it has received the approval from existing Convertible Noteholders and the Note Trustee to increase the size of its Convertible Note issue by $2.5 million, taking the total amount of Convertible Notes which may be issued to $6.5 million (Convertible Note Placement).

The Convertible Note Placement was completed in a number of tranches, and in addition, interest payable on the Convertible Notes has also been settled by the issued of further Convertible Notes.

Each tranche was issued under Listing Rule 7.1. The purpose of the following Resolutions is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the issue of the respective Tranches issued under Listing Rule 7.1.

3.2 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.

3.3 Principle terms of the Convertible Notes

The principle terms of the Convertible Notes are as follows:

Issue amount : Up to $6.5 million Issue price : Face value of $0.008 per Convertible Note Interest rate : 15% per annum

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

A summary of the Convertible Notes terms is included at Annexure A to this Explanatory Memorandum.

The following table outlines the Convertible Notes issues conducted up to the date of this Notice of Meeting:

Date	Allotment	Number of convertible notes	$	$	Notes
			cash issues	interest issues
28/06/2019	Tranche1	176,250,000	$1,410,000		a
21/08/2019	Tranche2	195,875,000	$1,567,000		a
20/09/2019	Tranche 3	15,000,000	$120,000		a
16/10/2019	Tranche4	112,875,000	$903,000		a
25/10/2019	InterestTranche1	11,761,077		$94,089	b
25/11/2019	Tranche 5	125,625,000	$1,005,000		b
27/11/2019	Tranche 6	37,500,000	$300,000		b
17/02/2020	Tranche7	81,250,000	$650,000		b
24/04/2020	InterestTranche2	47,782,847		$382,263	b
24/04/2020	Tranche 8	12,500,000	$100,000		b
	Totals	816,418,924	$6,055,000	**$476,351 **
Notes:	a: ratified orapproved at the general meetingheld on 26 September 2019
	b: ratificationof issue being sought at thismeeting

It is not currently expected that the Company will issue any further Convertible Notes from cash subscriptions, however it is expected that further issues of Convertible Notes will be made to existing noteholders as interest payments in lieu of cash being paid, including the proposed issue as outlined in Resolution 11.

3.4 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.

Listing rule 10.11 provides that, unless an exemption applies, a company must not, without the prior approval of shareholders, issue or agree to issue equity securities to a related party of the company or their associates.

4. RESOLUTION 1: RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES

4.1 Background

Some background to the Convertible Note Placement is set out in section 3.1 and 3.2 above.

On 25 November 2019, the Company issued a tranche of 125,625,000 Convertible Notes pursuant to the Convertible Note Placement ( Tranche 5 ) within the Company's placement capacity 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 Tranche 5 issue of Convertible Notes made under Listing Rule 7.1.

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4.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 1 is passed, the issue of Tranche 5 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 1 is not passed, the issue of Tranche 5 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

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 125,625,000 Convertible Notes.

A maximum of 125,625,000 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

• (c) Issue Date

25 November 2019

(d) 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 Annexure A.

• (e) 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.

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

The uses of funds are outlined in Section 3.2 above.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 1 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 without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 1.

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

5.1 Background

Some background to the Convertible Note Placement is set out in section 3.1 and 3.2 above. On 27 November 2019, the Company issued a further tranche of 37,500,000 Convertible Notes pursuant to the Convertible Note Placement ( Tranche 6 ) 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 6 issue of Convertible Notes made under Listing Rule 7.1.

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5.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 2 is passed, the issue of Tranche 6 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 2 is not passed, the issue of Tranche 6 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

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 Convertible Notes:

• (a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 37,500,000 Convertible Notes.

A maximum of 37,500,000 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

• (c) Issue Date

• 27 November 2019

• (d) 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 Annexure A.

• (e) 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.

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

The uses of funds are outlined in Section 3.2 above.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 2 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 without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 2.

6. RESOLUTION 3: RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES

6.1 Background

Some background to the Convertible Note Placement is set out in section 3.1 and 3.2 above.

On 17 February 2020, the Company issued a further tranche of 81,250,000 Convertible Notes pursuant to the Convertible Note Placement ( Tranche 7 ) within the Company's placement capacity under Listing Rule 7.1.

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The purpose of Resolution 3 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the Tranche 7 issue of Convertible Notes made under Listing Rule 7.1.

6.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 3 is passed, the issue of Tranche 7 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 3 is not passed, the issue of Tranche 7 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

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 Convertible Notes:

• (a) Number of securities issued

The total number of securities issued under Listing Rule 7.1 was 81,250,000 Convertible Notes.

A maximum of 81,250,000 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

• (c) Issue Date

• 17 February 2020

• (d) 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 Annexure A.

• (e) 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.

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

The uses of funds are outlined in Section 3.2 above.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 3 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 without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

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

7.1 Background

Some background to the Convertible Note Placement is set out in section 3.1 and 3.2 above.

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On 24 April 2020, the Company issued a further tranche of 12,500,000 Convertible Notes pursuant to the Convertible Note Placement ( Tranche 8 ) within the Company's placement capacity under Listing Rule 7.1.

The purpose of Resolution 4 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the Tranche 8 issue of Convertible Notes made under Listing Rule 7.1.

7.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 4 is passed, the issue of Tranche 8 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 4 is not passed, the issue of Tranche 8 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

7.3 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 12,500,000 Convertible Notes.

A maximum of 12,500,000 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

• (c) Issue Date

24 April 2020

• (d) 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 Annexure A.

• (e) 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.

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

The uses of funds are outlined in Section 3.2 above.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 4 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 without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 4.

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8. RESOLUTION 5: RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES

8.3 Background

On 25 October 2019, the Company issued 11,761,077 Convertible Notes in lieu of cash otherwise payable for interest due on the Convertible Notes on issue for the period to 30 September 2019 in accordance with the Terms of Issue of the Convertible Notes (Interest Tranche 1). The issue was within the Company's placement capacity under Listing Rule 7.1.

The purpose of Resolution 5 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the Interest Tranche 1 issue of Convertible Notes made under Listing Rule 7.1.

8.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 5 is passed, the issue of Interest Tranche 1 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 5 is not passed, the issue of Interest Tranche 1 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

8.3 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 11,761,077 Convertible Notes.

A maximum of 11,761,077 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

• (c) Issue Date

25 October 2019

• (d) 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 Annexure A.

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

The securities were issued to the holders of Convertible Notes as at 30 September 2019.

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

The Convertible Notes were issued in lieu of cash otherwise payable for accrued interest payable due on the Convertible Notes on issue as at 30 September 2019.

(g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 5 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 without

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Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 5.

9. RESOLUTION 6: RATIFICATION OF PRIOR ISSUE OF CONVERTIBLE NOTES

9.1 Background

On 24 April 2020, the Company issued 47,782,847 Convertible Notes in lieu of cash otherwise payable for interest due on the Convertible Notes on issue for the period to 31 March 2020 in accordance with the Terms of Issue of the Convertible Notes (Interest Tranche 2). The issue was within the Company's placement capacity under Listing Rule 7.1.

The purpose of Resolution 6 is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the Interest Tranche 1 issue of Convertible Notes made under Listing Rule 7.1.

9.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 6 is passed, the issue of Interest Tranche 2 Convertible Notes will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 6 is not passed, the issue of Interest Tranche 2 Convertible Notes will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

9.3 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 47,782,847 Convertible Notes.

A maximum of 47,782,847 Shares will be issued on conversion of the Convertible Notes.

• (b) Issue price

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

(c) Issue Date

24 April 2020

• (d) 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 Annexure A.

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

The securities were issued to the holders of Convertible Notes as at 31 March 2020.

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

The Convertible Notes were issued in lieu of cash otherwise payable for accrued interest payable due on the Convertible Notes on issue as at 31 March 2020.

(g) Voting exclusion statement

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

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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 without Shareholder approval. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 6.

10. RESOLUTION 7: RATIFICATION OF PRIOR ISSUE OF SHARES

10.1 Background

On 2 June 2020, the Company announced a $2.85 million Equity Raising at an issue price of $0.0025 per Share, comprising:

• A $1.0 million placement to professional and sophisticated investors ( Placement );

• A $1.35 million conditional placement to professional and sophisticated investors ( Conditional Placement ); and

• A share purchase plan to eligible shareholders targeting to raise $0.5 million ( SPP

The Placement Shares were issued under Listing Rule 7.1. The purpose of the following resolutions is to seek shareholder approval under Listing Rule 7.4 to approve and ratify the issue of the Placement Shares issued under Listing Rule 7.1.

10.2 Listing Rules

Information on Listing Rules 7.1 and 7.4 is set out in section 3.4 above.

If resolution 7 is passed, the issue of Placement Shares will be excluded in calculating the Company’s 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date. If resolution 7 is not passed, the issue of Placement Shares will be included in calculating the Company’s 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities it can issue without shareholder approval over the 12 month period following the Issue Date.

10.3 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 Listing Rule 7.1 was 400,000,000 Shares.

• (b) Issue price

The Shares were issued for $0.0025 per Share.

• (c) Issue Date

9 June 2020

• (d) Terms of the securities

The Shares have the same terms as existing ordinary shares.

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

The securities were issued to cornerstone investors to clients of Bizzell Capital Partners Pty Ltd and Morgans Corporate Limited who are professional and sophisticated investors, none of whom are related parties of the Company.

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

The uses of funds are as follows:

• conduct further exploration at the emerging Mahela and Mangabe deposits;

• • progress mine development;

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• progress a definitive feasibility study to determine the optimal plan to increase production capacity at Graphmada;

• ongoing mine maintenance; and

• general working capital.

(g) Voting exclusion statement

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

10.4 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.

11. RESOLUTION 8: APPROVAL FOR ISSUE OF SHARES UNDER CONDITIONAL PLACEMENT

11.1 Background

As noted in section 9.1, on 2 June 2020 the Company announced an Equity Raising which included a Conditional Placement subject to shareholder approval. The Company is seeking approval to issue the Conditional Placement Shares (excluding proposed subscriptions by Directors which are considered by Resolutions 9 and 10) to sophisticated and professional investors, and seeks approval from shareholders to conduct the issue under Listing Rule 7.1.

11.2 Listing Rules

The Company is proposing to issue Shares under the Conditional Placement.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

Resolution 8 seeks the required shareholder approval to the Conditional Placement under and for the purposes of listing Rule 7 .1.

If Resolution 6 is passed, the Company will be able to proceed with the Issue and raise funds for the purposes outlined in paragraph 9.3(e). In addition, the Issue will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under listing rule 7.1.

If resolution 6 is not passed, the Company will not be able to proceed with the Issue and will need to investigate other sources of funding the Company’s operations.

11.3 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 Shares:

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

The Company proposes to issue up to a maximum of 514,000,000 Shares.

• (b) Date by which securities will be issued

The Shares will be issued no later than 3 months after the date of the meeting.

• (c) Issue price

The issue price of the Shares is $0.0025 per Share.

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(d) Terms of the securities

The terms of the Shares are the same as existing ordinary share on issue.

• (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.

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

• conduct further exploration at the emerging Mahela and Mangabe deposits;

• progress mine development;

• progress a definitive feasibility study to determine the optimal plan to increase production capacity at Graphmada;

• ongoing mine maintenance; and

• general working capital.

• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 8 is included in the Notice.

11.4 Recommendation

Approval of the proposed issue will allow the Company to issue the ordinary shares 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 8.

12. RESOLUTIONS 9 AND 10: APPROVAL FOR DIRECTOR PARTICIPATION IN PLACEMENT

12.1 Background

As noted in section 10.1, the Company announced an Equity Raising including a Conditional Placement which was subject to shareholder approval. Two of the Company’s directors have committed to subscribe for up to $65,000 in Convertible Notes under the Conditional Placement.

Accordingly, the Company is seeking Shareholder approval pursuant to Listing Rule 10.11 for the issue of up to 26,000,000 Shares in total to the current directors, being Messrs Anthon and Marvin (or their nominees) arising from their proposed participation in the issue (on the same terms as other investors).

12.2 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 which constitutes giving a financial benefit.

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 9) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 9 because the Shares will be issued to Mr Anthon on the same terms as Shares issued to non-related party participants in the Placement and Conditional Placement.

The Directors (other than Mr Marvin 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 9

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because the Shares will be issued to Mr Marvin on the same terms as Shares issued to non-related party participants in the Placement and Conditional Placement.

12.3 Listing Rules

The Company is proposing to issue securities to 2 of its directors on the same terms as the Placement, Conditional Placement and Share Purchase Plan (Director Issue).

Listing Rule 10.11 provides that unless one of the exceptions in Listing Rule 10.12 applies, a listed company must not issue or agree to issue equity securities to:

• 10.11.1 a related party;

• 10.11.2 a person who is, or was at any time in the 6 months before the issue or agreement a substantial (30%+) holder in the company;

• 10.11.3 a person who is, or was at any time in the 6 months before the issue or agreement a substantial (10%+) holder in the company and who has nominated a director to the board of the company pursuant to a relevant agreement which gives them a right or expectation to do so;

• 10.11.4 an associate of a person referred to in Listing Rules 10.11.1to 10.11.3; or

• 10.11.5 a person whose relationship with the company or a person referred to in Listing Rules 10.11.1 to 10.11.4 is such that in ASX's opinion, the issue or agreement should be approved by its shareholders.

unless it obtains the approval of its shareholders.

The Director Issue falls within Listing Rule 10.11.1 and does not fall within any of the exceptions in Listing Rule 10.12. It therefore requires the approval of the Company’s shareholders under Listing Rule 10.11.

Resolutions 9 and 10 seek the required shareholder approval to the Issue under and for the purposes of Listing Rule 10.11.

If resolutions 9 and 10 are passed, the Company will be able to proceed with the Director Issue and the directors will be able to participate in the Conditional Placement on the same terms as other investors,

If resolutions 9 and 10 are not passed, the Company will not be able to proceed with the Directors Issue and the directors will not be able to participate in the Conditional Placement.

12.4 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 requirements	Information
The name of the persons to whom the securities will be issued	(a) Rick Anthon (Resolution 9); and (b) Jeffrey Marvin (Resolution 10); or their respective nominees.
The maximum number of securities to be issued	(a) 8,000,000 Shares (Resolution 9). (b) 18,000,000 Shares (Resolution 10).
The date by which the securities will be issued	The Shares 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	$0.0025 per Share being the same issue price for all Shares issued under the Placement and Conditional Placement.
The terms of the issue	The Shares have the same terms as the existing ordinary shares on issue.
Voting exclusion statement	A voting exclusion statement is included in the Notice.
The intended use of the funds raised	The uses of funds are as follows: •conduct further exploration at the emerging Mahela and Mangabe deposits; •progress mine development; •progress a definitive feasibility study to determine the optimal plan to increase production capacity at Graphmada; •ongoing mine maintenance; and •general working capital.

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13. RESOLUTION 11: APPROVAL FOR ISSUE OF CONVERTIBLE NOTES

13.1 Background

The Company proposes to issue additional Convertible Notes in lieu of cash for the interest payment for the 6 months to 30 September 2020 as provided for in the Convertible Notes Terms of Issue (Interest Convertible Note Issue).

13.2 Listing Rules

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary shares it had on issue at the start of that period.

The Issue does not fall within any of these exceptions and exceeds the 15% limit in Listing Rule 7.1. It therefore requires the approval of the Company’s shareholders under Listing Rule 7.1.

Resolution 11 seeks the required shareholder approval to the Interest Convertible Note Issue for the purposes of listing Rule 7 .1.

If Resolution 11 is passed, the Company will be able to proceed with the Interest Convertible Note Issue and issue Convertible Notes in lieu of cash otherwise payable for interest accrued on the Convertible Notes. In addition, the Interest Convertible Note Issue will be excluded from the calculation of the number of equity securities that the Company can issue without shareholder approval under listing rule 7.1.

If resolution 11 is not passed, the Company will not be able to proceed with the Interest Convertible Note Issue and will need to satisfy the interest payment in cash unless the other resolutions put to the meeting are passed which then enable the Note Interest Issue to occur pursuant to the ‘refreshed’ listing rule 7.1 capacity.

13.3 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 Shares:

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

The Company proposes to issue up to a maximum of 62,500,000 Convertible Notes.

A maximum of 62,500,000 Shares will be issued on conversion of the Convertible Notes.

• (b) Date by which securities will be issued

The Shares will be issued no later than 3 months after the date of the meeting.

• (c) Issue price

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

• (d) 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 Annexure A.

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

The securities are to be issued to Convertible Noteholders registered on the Interest Payment Date of 30 September 2020.

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

The Convertible Notes are being issued in lieu of cash otherwise payable as interest on the Convertible Notes.

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• (g) Voting exclusion statement

A voting exclusion statement in respect of Resolution 11 is included in the Notice.

13.4 Recommendation

The Directors believe that the approval of the Interest Convertible Note issue is beneficial for the Company as it will conserve the Company’s available cash for use on the Company’s stated activities. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of Resolution 11.

14 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 Annexure A.

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.

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.

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ANNEXURE A

Bass Metals Limited – Summary of Convertible Note Terms

Issuer	Bass Metals Limited ACN 109 933 995
Convertible Note Issue	Convertible Notes to be issued by the Issuer pursuant to the Convertible Note Trust Deed.
Purpose	To finance continued exploration, sustaining capex and production expansion early works capex, general working capital and costs of the issue.
Issue Price	Face Value of $0.008 per Convertible Note
Conversion at Holders Election	Each Note is convertible at any time at the holder’s election into one ordinary share of the Issuer (ASX: BSM). For clarity, a Noteholder may exercise conversion rights in relation to only some, or all, of their Notes at any time.
Issue size	Minimum of 150,000,000 Convertible Notes ($1,200,000) and up to 812,500,000 Convertible Notes ($6,500,000). The issue may be conducted in a number of tranches. In addition, the Issuer may also issue Convertible Notes in lieu of Interest (at the Issuer’s election) pursuant to the terms below.
Term	Approx. 2 years
Maturity Date	15 June 2021
Security	Investors to be granted security over all assets of the Issuer in accordance with the terms of the Note Trust Deed
Security Ranking	The Convertible Notes will have first ranking security
Status	The Notes are direct and secured debt obligations of the Company. Each Note ranks for payment in a Winding Up of the Company: (1) equally and proportionally with each Note; and (2) ahead of all unsecured or subordinated debts of the Issuer and ordinary shareholders.
Issue Date	Tranche 1: 28 June 2019 Subsequent tranches: TBA
Coupon Rate	Interest of 15% p.a, paid half yearly in arrears on the Interest Payment Dates. Interest accrues from the date of issue of any Convertible Note. The first and last interest periods may be shorter periods.
Interest Payment Dates	30 September 2019 31 March 2020 30 September 2020 31 March 2021 15 June 2021
Issue of Notes in lieu of Interest	The Issuer may elect, at its discretion, to issue Notes (at the Issue Price and on the same terms and conditions as the Placement Notes) in lieu of any Interest due on an Interest Payment Date, and the issue of those Notes will be in full and final satisfaction of the Interest due and payable on that date. The number of Notes that will be issued will be so many Notes as is determined in accordance with the following formula: A = B/C Where: A = the number of Notes to be issued in lieu of Interest payable on any Interest Payment Date, B = the amount of Interest due on the relevant Interest Payment Date, and C = $0.008 (being the Issue Price/Face Value per Note).
Payment of Interest on Conversion	If a Holder elects to Convert Notes: (1) on a date being an Interest Payment Date, the Company will pay to the Holder an amount of Interest being:

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(A) all Interest owing on that Interest Payment Date; and (B) all accrued and unpaid Interest; (2) on a day that falls between Interest Payment Dates, then because interest is payable in arrears, on the next Interest Payment Date immediately following the relevant Conversion Date, the Company will pay to the Holder an amount of Interest calculated in accordance with the following formula: R = (I/180 x MP) Where R = the amount of Interest to be paid by the Company; I = the total amount of Interest which would have been payable to that Holder in respect of the relevant Notes on the Interest Payment Date following the Conversion Date, had the Notes not been Converted; and MP = the number of days commencing on the Interest Payment Date which immediately preceded the date of Conversion and ending on the Conversion Date.

Adjustments to Conversion Ratio

Pro Rata Offer If at any time prior to the earlier to occur of the Conversion, Redemption or Maturity Date of the Notes the Company makes a pro rata offer (excluding a bonus issue) to Shareholders, the Conversion Ratio will be adjusted using the formula as follows: NR =OR + E[P-(S+O)] N+1 Where: NR = the new Conversion Ratio of the Notes. OR = the old Conversion Ratio of the Note prior to the pro rata offer. E = the number of shares into which one Note is convertible. P = average market price per share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex-rights date or ex-entitlements date. S = the subscription price of a share under the pro rata issue. O= the dividend due but not yet paid on the existing underlying shares (except those to be issued under the pro rata issue). N = the number of shares with rights or entitlements that must be held to receive a right to 1 new share. Bonus Issue If a bonus issue of shares is made by the Company, then the number of shares issued to each Holder on Conversion will be increased by the number of bonus shares that a Holder would have received if the Note had been exercised prior to the record date for the bonus issue and no change will be made to the Conversion Ratio. Reorganisation of capital The Company may only reorganise its capital: (1) in accordance with the Listing Rules; and (2) if, in respect of the Notes, the number of Notes or the Face Value, or both, is reorganised so that the Holders will not receive a benefit that Shareholders do not receive. (b) Unless the Listing Rules require otherwise, the Conversion Ratio must be adjusted as follows: (1) Reduction in capital If the issued capital of the Company is reduced, the entitlement of a Holder to convert its Notes to shares at the Conversion Ratio will be reduced in the same proportion and manner as the issued capital is so reduced (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the reduction of capital) but in all other respects the Conversion Rights will remain unchanged. (2) Consolidation of capital If the issued capital of the Company is consolidated, the entitlement of a Noteholder to convertitsNotes to shares at the Conversion Ratiowillbereducedinthe same

• 21 -

	proportion and manner as the issued capital is so consolidated (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the consolidation of capital) but in all other respects the Conversion Rights will remain unchanged. (3) Subdivision of capital If the issued capital of the Company is subdivided, the entitlement of a Holder to convert its Notes to shares at the Conversion Ratio will be increased in the same proportion and manner as the issued capital is so subdivided (subject to any provisions with respect to the rounding of entitlements as may be sanctioned by the meeting of the members of the Company approving the subdivision of capital) but in all other respects the Conversion Rights will remain unchanged.
Redemption	Repayment of Face Value and any unpaid interest at the Maturity Date in cash.
Early Redemption Takeover Event	The Company may give a Redemption Notice in the event of a Takeover Event. Takeover Event means that if at any time on or before the Maturity Date, an off market bid, a market bid, scheme of arrangement, or offer or invitation is made to all holders of Ordinary Shares to purchase or otherwise acquire Ordinary Shares and the bid, scheme or offer becomes unconditional, and the offeror has at least 50% of the voting power (as defined by the Corporations Act) in the Company. Notwithstanding the issue of a Redemption Notice, a Holder may give a Conversion Notice (which may be expressed to be subject to Takeover Event completing) in respect of any of its Notes which are the subject of the Redemption Notice up to the before the relevant Redemption Date (or such later time as the Company may agree with the relevant Holder), and only Notes for which Conversion Notices have not been so given or are treated as having not been given will be Redeemed on the specified Redemption Date.
Early Redemption after Twelve Months	The Company may issue a Redemption Notice to Noteholders at any time after 30 June 2020 specifying a Redemption Date no earlier than 15 days after the date of the Redemption Notice. Notwithstanding the issue of a Redemption Notice, a Holder may give a Conversion Notice in respect of any of its Notes which are the subject of the Redemption Notice up to the before the relevant Redemption Date (or such later time as the Company may agree with the relevant Holder), and only Notes for which Conversion Notices have not been so given or are treated as having not been given will be Redeemed on the specified Redemption Date.
Events of Default	Customary events of default are to be incorporated in the formal transaction documents, including but not limited to payment, redemption or conversion breaches, cross defaults, suspension from trading for more than 10 days and insolvency events.
No Dividends	No dividends may be declared or paid whilst the Convertible Notes are on issue.
Investor Eligibility	The Notes are being offered to ‘sophisticated investors’, ‘professional investors’ (under the Corporations Act) and investors who are exempt to disclosure requirements.
ASX Listing	The Notes will not be listed on ASX
Note Trustee & Security Trustee	Centec Securities Pty Ltd ACN 007 281 745

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ABN 31 109 933 995

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