GREENWING RESOURCES LTD — Share Issue/Capital Change 2018

Dec 19, 2018

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Bass Metals Ltd

ABN

31 109 933 995

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

(a) Fully paid ordinary shares; and (b) Unlisted options

• See chapter 19 for defined terms.

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2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)		Placement securities: (a) 214,771,284 fully paid ordinary shares (issued); (b) 49,228,720 fully paid ordinary shares (to be issued on a deferred basis); (c) 109,970,283 unlisted options exercisable at $0.05 and expiring 31 December 2020 (issued); and (d) 25,329,719 unlisted options exercisable at $0.05 and expiring 31 December 2020 (to be issued on a deferred basis). Conversion of options: 66,334 fully paid ordinary shares issued on conversion of listed options exercisable at 2.5 cents and expiring 31 December 2018. ESOP shares: 7,350,000 fully paid ordinary shares issued pursuant to the Bass Metals Incentive Scheme.
		Fully paid ordinary shares; and Unlisted options exercisable at $0.05 and expiring 31 December 2020.

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally (a) The shares will rank equally with existing fully in all respects from the[+] issue paid ordinary shares on issue. date with an existing[+] class of quoted[+] securities? (b) Unlisted options – No. The options may only be exercised in accordance with their terms If the additional[+] securities do and conditions. Upon conversion of the not rank equally, please state: options to fully paid ordinary shares, the • the date from which they do • the extent to which they shares will rank equally with existing fully paid ordinary shares on issue participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration Placement securities: $0.0125 per Share with 1 free unlisted option for every 2 shares issued. Conversion of options: $0.025 per share ESOP shares: Nil cash consideration 6 Purpose of the issue Placement securities: to fund Stage 2 production (If issued as consideration for expansion at the Graphmada Mine, drilling of the acquisition of assets, clearly existing assets and working capital. identify those assets) Conversion of options: Shares issued on conversion of options ESOP shares: Shares issued pursuant to Bass Metals Incentive Plan to incentivise and reward employees. 6a Is the entity an[[+]] eligible entity Yes

6a Is the entity an[[+]] eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i

6b The date the security holder resolution under rule 7.1A was passed

9 November 2018

• See chapter 19 for defined terms.

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6c Number of[+] securities issued without security holder approval under rule 7.1 6d Number of[+] securities issued with security holder approval under rule 7.1A 6e Number of[+] securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

109,970,283 unlisted options

214,771,284 shares

N/A

6f Number of[+] securities issued • 7,350,000 shares issued pursuant to listing under an exception in rule 7.2 rule 7.2, exception 9(b) • 66,334 shares issued on conversion of options pursuant to listing rule 7.2, exception 4. 6g If[+] securities issued under rule Issue price: $0.0125 (78% of 15 day VWAP) 7.1A, was issue price at least 75% 15 day VWAP: $0.016 of 15 day VWAP as calculated 75% of 15 day VWAP:$0.012 under rule 7.1A.3? Include the Source of VWAP calculation: IRESS +issue date and both values. Include the source of the VWAP calculation. 6h If[+] securities were issued under N/A rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining See annexure 1 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Issue dates 20 December 2018

• 7,350,000 shares issued pursuant to listing rule 7.2, exception 9(b) • 66,334 shares issued on conversion of options pursuant to listing rule 7.2, exception 4.

7 +Issue dates Issue dates

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.

• See chapter 19 for defined terms.

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• 8 Number and +class of all +securities quoted on ASX ( including the +securities in section 2 if applicable)

Number	+Class
2,761,381,864 424,596,879	Fully Paid Ordinary Shares Listed Options (expiry date 31 December 2018, exercise price $0.025)

• See chapter 19 for defined terms.

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9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	246,457,165 4,400,000 5,054,220 17,500,000 17,500,000 17,500,000 17,500,000 13,400,000 13,500,000 13,500,000 13,500,000 16,200,000 14,000,000	Unlisted Options (expiry date 31 December 2020; exercise price $0.05) Unlisted Options (expiry date 31 December 2018; exercise price $0.010) Unlisted Options (expiry date 31 December 2018; exercise price $0.015) Unlisted Options (expiring 31/12/2020; exercise price $0.025) Unlisted Options (expiring 31/12/2020; exercise price $0.05) Unlisted Options (expiring 31/12/2020; exercise price $0.075) Unlisted Options (expiring 31/12/2020; exercise price $0.10) Unlisted Directors Options (expiring 31/12/2020; exercise price $0.025) Unlisted Directors Options (expiring 31/12/2020; exercise price $0.05) Unlisted Directors Options (expiring 31/12/2020; exercise price $0.075) Unlisted Directors Options (expiring 31/12/2020; exercise price $0.10) Director Performance Rights Executive Management Performance Rights

• See chapter 19 for defined terms.

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10 Dividend policy (in the N/A case of a trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or nonrenounceable? 13 Ratio in which the[+] securities will be offered 14 +Class of +securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations

• See chapter 19 for defined terms.

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20	Names of any underwriters
21	Amount of any underwriting fee
	or commission
22	Names of any brokers to the
	issue
23	Fee or commission payable to the
	broker to the issue
24	Amount of any handling fee
	payable to brokers who lodge
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on
	security holders’ approval, the
	date of the meeting
26	Date entitlement and acceptance
	form and offer documents will be
	sent to persons entitled
27	If the entity has issued options,
	and the terms entitle option
	holders to participate on
	exercise, the date on which
	notices will be sent to option
	holders
28	Date rights trading will begin (if
	applicable)
29	Date rights trading will end (if
	applicable)
30	How do security holders sell
	their entitlements_in full_through
	a broker?
31	How do security holders sell_part_
	of their entitlements through a
	broker and accept for the
	balance?

• See chapter 19 for defined terms.

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• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Issue date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

• 1 - 1,000

• 1,001 - 5,000

• 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38	Number of+securities for which
	+quotation is sought
39	+Class of+securities for which
	quotation is sought
40	Do the+securities rank equally in
	all respects from the+issue date
	with an existing+class of quoted
	+securities?
	If the additional+securities do not
	rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next
	dividend, (in the case of a
	trust, distribution) or interest
	payment
	• the extent to which they do
	not rank equally, other than in
	relation to the next dividend,
	distribution or interest
	payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end
	of restriction period
	(if issued upon conversion of
	another+security, clearly identify
	that other+security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

==> picture [211 x 58] intentionally omitted <==

Sign here: ............................................................ Date: 20 December 2018 Company secretary Print name: David Round

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	2,213,409,028 (Appendix 5B 5/12/17)
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	6,000,000 shares issued on 31 January 2018 under listing rule 7.2 (exception 4) on conversion of options. 11,500 shares issued on 23 March 2018 under listing rule 7.2 (exception 4) on conversion of options. 35,656,000 shares issued on 16 April 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options and management performance rights. 17,002,299 shares issued on 28 May 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options. 40,612,384 shares issued on 11 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 80,911 shares issued on 14 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 21,165,130 shares issued on 25 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options

• See chapter 19 for defined terms.

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	19,617,297 shares issued on 29 June 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 2,400,000 shares issued on 10 August 2018 under listing rule 7.2 (exception 4) on conversion of listed and unlisted options 1,000,000 shares issued on 2 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 10,875 shares issued on 14 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 20,400,000 shares issued on 26 September 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 32,392,492 shares issued on 31 October 2018 under Listing Rule 7.2 (exception 4) on conversion of listed and unlisted options 2,724,652 shares issued on 5 December 2017 2,218,310 shares issued on 14 September 2018 24,800,000 shares issued on 16 November 2018
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	Nil
	2,439,489,378
Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	365,923,406
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued:	44,236,882 unlisted options

• See chapter 19 for defined terms.

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• Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	34,000,000 shares (agreed to be issued under placement announced on 14/12/18) 135,300,002 unlisted options (agreed to be issued under placement announced on 14/12/18)
“C”	213,536,884
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	365,923,406
Subtract“C” Note: number must be same as shown in Step 3	213,536,884
Total[“A” x 0.15] – “C”	152,386,522_[Note: this is the remaining_ placement capacity under rule 7.1]

placement capacity under rule 7.1
“A” x 0.15	365,923,406
Note: number must be same as shown in
Step 2
Subtract“C”	213,536,884
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	152,386,522_[Note: this is the remaining_
	placement capacity under rule 7.1]

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 2	Part 2
Rule 7.1A – Additional placement capacity for eligible entities
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
“A” Note: number must be same as shown in Step 1 of Part 1	2,439,489,378
Step 2: Calculate 10% of “A”
“D”	0.10

• See chapter 19 for defined terms.

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Note: this value cannot be changed

Multiply “A” by 0.10

243,948,937

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

230,000,004

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E” 230,000,004

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	243,948,937
Subtract“E” Note: number must be same as shown in Step 3	230,000,004
Total[“A” x 0.10] – “E”	13,948,933 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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