GREENWING RESOURCES LTD — Share Issue/Capital Change 2019

May 22, 2019

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 Fully paid Ordinary Shares Listed options exercisable at $0.05 expiring 31 December 2020

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

4,000,000 Fully paid Ordinary Shares

2,000,000 listed options exercisable at $0.05 expiring 31 December 2020

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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)

Fully paid Ordinary Shares

Listed options exercisable at $0.05 expiring 31 December 2020

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 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	The shares will rank equally with existing fully paid ordinary shares on issue. The listed options may only be exercised in accordance with their terms and conditions. Upon conversion of the options to fully paid ordinary shares, the shares will rank equally with existing fully paid ordinary shares on issue
	The shares were issued at $0.0125 per share together with one free option for every 2 shares issues pursuant to the deferred placement announced on 14 December 2018
	The purpose of the deferred placement of 4,000,000 shares and 2,000,000 free attaching unlisted options is to fund the stage 2 production expansion of the Graphmada Mine, drilling of existing assets and working capital
	Yes
	6 May 2019

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under 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 issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +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.	N/A
	N/A
	4,000,000 shares and 2,000,000 listed options were issued with shareholder approval under Listing Rule 10.11 obtained at a general meeting on 6 May 2019.
	N/A
	N/A
	N/A
	7.1: 387,305,491 7.1A: 259,110,327
	22 May 2019

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	2,809,874,584 302,226,884	Fully Paid Ordinary Shares Options exercisable at $0.05 expiring 31/12/2020

9 Number and+class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)	Number	+Class
	17,500,000 17,500,000 17,500,000 13,400,000 13,500,000 13,500,000 16,200,000 14,000,000	Unlisted Options (expiring 31/12/2020; exercise price $0.025) 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 $0.075) 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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Appendix 3B New issue announcement

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 non-
	renounceable?
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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Appendix 3B New issue announcement

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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Appendix 3B New issue announcement

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• 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.

04/03/2013

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Appendix 3B New issue announcement

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: 23 May 2019 Company secretary

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Print name: David Round

== == == == ==

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	2,357,494,548 ( Refer Appendix 3B issued 07/05/2018 )
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	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 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

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	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 2,218,310 shares issued on 14 September 2018 24,800,000 shares issued on 16 November 2018 7,350,000 shares issued on 20 December 2018 66,334 shares issued on 20 December 2018 2018 under Listing Rule 7.2 (exception 4) on conversion of listed options 64,000 shares issued on 31 December 2018 under Listing Rule 7.2 (exception 4) on conversion of listed options 27,120,000 shares issued on 20 March 2019 under Listing Rule 7.2 (exception 4) 17,308,720 shares issued on 29 March 2019 under Listing Rule 7.2 (exception 4)
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	2,591,103,270
Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	388,665,491

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

Insert number of[+] equity securities issued 800,000 shares agreed to be issued under or agreed to be issued in that 12 month placement announced on 14/12/18 (ratified but period not counting those issued: not issued) • Under an exception in rule 7.2 560,000 options issued under placement announced on 14/12/18 (ratified but not issued)

• 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 1,360,000 “C” Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1 “A” x 0.15 388,665,491 Note: number must be same as shown in Step 2 1,360,000 Subtract “C” Note: number must be same as shown in Step 3 387,305,491 Total [“A” x 0.15] – “C”

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

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

2,591,103,270

Step 2: Calculate 10% of “A”

“D” 0.10

Note: this value cannot be changed

259,110,327 Multiply “A” by 0.10

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

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”

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

“A” x 0.10 259,110,327

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Note: number must be same as shown in Step 2
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	259,110,327

• See chapter 19 for defined terms.

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