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ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MONDAY, 16 NOVEMBER 2009 AT 2.00PM AT THE CELTIC CLUB, 48 ORD STREET, WEST PERTH

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay to Bass Metals Ltd at 16 Thelma Street, West Perth WA 6005 or by mail to PO Box 1330, West Perth WA 6872 or by facsimile on number +61 8 9481 2846.

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ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Shareholders of Bass Metals Ltd (“the Company” or “Bass Metals”) will be held as specified below:

TIME: 2.00pm

DATE: Monday, 16 November 2009

LOCATION: The Celtic Club

48 Ord Street, West Perth, Western Australia

This is an important document that should be read in its entirety. If you do not understand it, you should consult with your professional advisers without delay.

If you wish to discuss any aspects of this document with the Company, please contact Mr. Michael Rosenstreich, Managing Director or Ms. Susan Hunter, Company Secretary of Bass Metals Ltd on +61 8 9322 8044.

Words and phrases used in the Resolutions are defined in Section 17 of the accompanying Explanatory Statement and these words and phrases have the same meaning in this Notice of Annual General Meeting as defined in the Explanatory Statement.

ORDINARY BUSINESS

Financial Reports

To receive and consider the financial report and the directors’ and auditors’ reports for the year ended 30 June 2009.

RESOLUTION 1: Remuneration Report

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

“That the Remuneration Report for the year ended 30 June 2009 be adopted.”

Note – the vote on this Resolution is advisory only and does not bind the Directors or the Company.

RESOLUTION 2: Re-election of Director – David Donald Boyer

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

“That Mr. David Donald Boyer being a Director of the Company who retires by rotation pursuant to rule 11.3 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 3: Re-election of Director – Patrick Anthony Treasure

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

“That Mr. Patrick Anthony Treasure being a Director of the Company who retires by rotation pursuant to rule 11.12 of the Company’s Constitution, and being eligible, is re-elected as a Director of the Company.”

SPECIAL BUSINESS

RESOLUTION 4: Issue of MD Options to Michael Rosenstreich (or nominee)

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

“That pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, that approval be given to issue 900,000 MD Options to Michael Rosenstreich (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Michael Rosenstreich and his Associates and any person or entity who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if the Resolution is passed, and an Associate of that person or entity.

RESOLUTION 5: Issue of Options to David Donald Boyer (or nominee)

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

“That pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, that approval be given to issue 300,000 Options to Don Boyer (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Don Boyer and his Associates and any person or entity who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if the Resolution is passed, and an Associate of that person or entity.

RESOLUTION 6: Issue of Options to Craig McGown (or nominee)

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

“That pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, that approval be given to issue 250,000 Options to Craig McGown (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Craig McGown and his Associates and any person or entity who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if the Resolution is passed, and an Associate of that person or entity.

NOTICE OF ANNUAL GENERAL MEETING

RESOLUTION 7: Issue of Options to Patrick Anthony Treasure (or nominee)

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

“That pursuant to Listing Rule 10.11 and Section 208 of the Corporations Act and for all other purposes, that approval be given to issue 250,000 Options to Tony Treasure (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by Tony Treasure and his Associates and any person or entity who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if the Resolution is passed, and an Associate of that person or entity.

RESOLUTION 8: Issue of Options to Susan Hunter (or nominee)

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

“That pursuant to Listing Rule 7.1 and for all other purposes, approval be given to issue 150,000 Options to Susan Hunter (or nominee) on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by a person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a shareholder, if the resolution is passed, and an associate of those persons.

RESOLUTION 9: Increase in Non-Executive Directors’ Fees

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

“That, for the purposes of Listing Rule 10.17 and for all other purposes, approval is given for the Company to be authorised to increase the aggregate amount of non-executive Directors’ fees from $250,000 to $350,000 per annum.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this Resolution by any Director of the Company or any Associate of any Director of the Company.

RESOLUTION 10: Appointment of Auditor

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

“That, subject to ASIC granting its consent to the resignation of the Company’s current auditor Grant Thornton (WA) Partnership, for the purposes of section 327B of the Corporations Act and for all other purposes, Grant Thornton Audit Pty Ltd, having been nominated and having consented in writing to act as auditor of the Company, be appointed as auditor of the Company and the directors be authorised to set its remuneration.”

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement accompanying and forming part of this Notice of Annual General Meeting.

PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has the right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is 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.

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the Annual General Meeting as soon as possible and either:

send the Proxy Form by facsimile to the Company on +61 8 9481 2846;
post the Proxy Form to the Company at PO Box 1330, West Perth WA 6872; or
deliver the Proxy Form to the registered office of the Company at 16 Thelma Street, West Perth WA 6005.

Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.

DATE FOR DETERMINING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 2.00pm (WST) on Saturday, 14 November 2009 as the time and date to determine who are the holders of the Shares in the Company for the purposes of the Annual General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

Dated this 17 September 2009

By order of the Board

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Susan Hunter Company Secretary

NOTICE OF ANNUAL GENERAL MEETING

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EXPLANATORY STATEMENT TO SHAREHOLDERS BASS METALS LTD

ACN 109 933 995

This Explanatory Statement has been prepared to assist Shareholders of the Company in understanding the business to be put to Shareholders for their consideration at the forthcoming 2009 Annual General Meeting of the Company.

The Directors recommend that you read this Explanatory Statement and attend the forthcoming 2009 Annual General Meeting.

1. ANNUAL FINANCIAL REPORTS

The Corporations Act requires the Company’s financial statements and reports of the Directors and of the auditors for the year ended 30 June 2009 to be laid before the Annual General Meeting. The financial statements and the reports of the Directors and of the auditors are contained in the Company’s 2009 Annual Report, a copy of which is available on the Company’s website at www.bassmetals.com.au.

Whilst no resolution is required in relation to this item, Shareholders should consider the documents and raise any matters of interest with the Directors when this item is being considered.

The Company’s auditor will be present at the meeting and Shareholders will have an opportunity to ask the auditor questions in relation to the conduct of the audit, the auditor’s report, the Company’s accounting policies and the independence of the auditor.

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

The Remuneration Report is required to be considered for adoption in accordance with section 250R of the Corporations Act. The Remuneration Report which details the Company’s policy on the remuneration of non-executive directors, executive directors and senior executives is included in the Company’s 2009 Annual Report, a copy of which is available on the Company’s website at www.bassmetals.com.au.

It should be noted that the Company subscribes to independent industry remuneration surveys and consults with recruitment experts when setting its remuneration levels for all employees and Directors.

A reasonable opportunity will be given for the discussion of the Remuneration Report at the Annual General Meeting. Shareholders should note that the vote on this Resolution is advisory only and does not bind the Company or the Directors.

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – DAVID DONALD (DON) BOYER

It is a requirement under the Company’s Constitution that one third of all directors, other than the Managing Director, retire at each annual general meeting. Accordingly, Mr. Don Boyer retires from office, and being eligible, offers himself for re-election as a Director of the Company.

Mr. Boyer is a geologist and resource company manager with over 40 years experience in gold and base metals exploration in Australia and overseas. He has considerable experience in exploration management, project management and assessment, feasibility studies and development analysis. His experience includes responsibility for technical roles from project acquisition through discovery to production and he has been instrumental in the listing of a number of successful junior exploration companies. He has held a number of

EXPLANATORY STATEMENT

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executive and non-executive director positions in Australian resources companies, including the position of non-executive chairman of Western Areas NL until August 2006.

Mr. Boyer has been the non-executive chairman of Bass Metals since the Company’s inception and is also the non-executive chairman of Midas Resources Ltd.

The board unanimously supports the re-election of Mr. Boyer.

4. RESOLUTION 3: RE-ELECTION OF DIRECTOR – PATRICK ANTHONY (TONY) TREASURE

This Resolution seeks approval for the appointment of Mr. Tony Treasure to the Board of the Company. Mr. Treasure was appointed a non-executive Director of the Company effective on 2 December 2008 and represents Metals Finance Limited, the largest Shareholder in the Company.

Pursuant to clause 11.11 of the Company’s Constitution, the Directors may appoint any person to be a Director, either as an addition to the existing Directors or to fill a casual vacancy. Under clause 11.12, any such Director only holds office until the next general meeting and, if eligible, may offer himself for re-election to the office of a Director.

Mr. Treasure is a geologist by profession who has been actively involved in the resource and metal recovery industry for over 34 years, holding senior executive positions with a number of publicly listed companies in the process metallurgy and mining fields. He is currently a Director and Chief Executive Officer of Metals Finance Limited a company of which he was a founding director and primary architect of its business plan.

Mr. Treasure has extensive experience in corporate management, technology development, project evaluation and development.

The board unanimously supports the re-election of Mr. Treasure.

5. RESOLUTION 4: ISSUE OF MD OPTIONS TO MICHAEL ROSENSTREICH (OR NOMINEE)

Resolution 4 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 208 of the Corporations Act to issue 900,000 MD Options to Mr. Michael Rosenstreich (or nominee) .

The success of the Company and its Shareholders depends greatly on the people employed by the Company. The purpose of issuing the MD Options to Mr. Rosenstreich is to give him an incentive to provide dedicated and ongoing commitment to the Company as well as forming part of the remuneration of Mr. Rosenstreich. The Board believes that medium-term incentives form a key part of remuneration for Directors and that options to acquire shares in the Company are the most appropriate way to add incentive to Directors’ remuneration packages, without additional cash outlay by the Company. The MD Options provide a means by which the Company can supplement the existing cash remuneration with a non-cash benefit to its Directors thereby preserving the Company’s cash resources for application in other areas. In the Company’s current stage of development it is considered appropriate that the Company provide options as a cost effective and efficient way of remunerating Directors.

Listing Rule 10.11 provides that a company must not issue equity securities to a Related Party without the approval of shareholders. Pursuant to Listing Rule 7.2 exception 14, where approval under Listing Rule 10.11 is obtained, approval is not required under Listing Rule 7.1 and the issue of securities will not be included in the Company’s 15% limit.

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties by a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless the company obtains the prior approval of Shareholders in general meeting or an exception applies. A “financial benefit” is defined in the Corporations Act in broad terms and includes a public company issuing securities.

The following information is provided in accordance with Listing Rule 10.13 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number : 900,000 MD Options.

Issue Price : The MD Options will be granted for nil consideration.

EXPLANATORY STATEMENT

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Allottee : Michael Rosenstreich (or nominee).

Related Party/Relationship : Mr. Michael Rosenstreich is a Director of the Company.

Terms : The MD Options are unquoted. 300,000 MD Options are exercisable at $0.26 each (Tranche 1), 300,000 MD Options are exercisable at $0.285 each (Tranche 2) and the remaining 300,000 MD Options are exercisable at $0.305 each (Tranche 3). The MD Options expire on 31 December 2012. Full terms and conditions of the MD Options including vesting provisions are set out in Annexure A to this Explanatory Statement.

Allotment Date/Date of Issue : The allotment will occur on a single date no later than 1 month after the date of the Annual General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules. The allotment date of the Options will be the same date as the issue date of the Options.

Intended Use of Funds : The Options are being issued for no consideration and consequently no funds will be raised by the issue.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of Annual General Meeting.

Nature of the Financial Benefit : The issue of 900,000 MD Options.

Value of the Financial Benefit : The MD Options proposed to be issued pursuant to this Resolution are being issued for nil consideration. The quantum of the benefit attributable to the MD Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. As the current market price for a Share on ASX is less than the exercise prices of the MD Options, their intrinsic value at the date of the Explanatory Statement, has been assessed as nil. The indicative value of the MD Options has been determined under a theoretical pricing model in Section 6 below to be $0.10 per MD Option for the Tranche 1 MD Options, $0.096 per Option for the Tranche 2 MD Options and $0.093 per MD Option for the Tranche 3 MD Options for a total indicative value of $86,700. The MD Options will only have value if on the date that the MD Options are exercised, the market price of the Shares exceeds the exercise prices of the MD Options. In these circumstances, the holder of the MD Options will obtain a financial benefit equivalent to the difference between the market price and relevant exercise price at that time. If the vesting conditions detailed in Annexure A applicable to Mr. Rosenstreich’s 900,000 MD Options are not satisfied or only partially satisfied, the value of the benefit to Mr. Rosenstreich will be a lesser amount or nil dependent on the number of MD Options that ultimately vest.

Existing Interest in Securities : At the date of the Notice of Annual General Meeting, Mr. Rosenstreich has a relevant interest in a total of 1,306,251 Shares (approximately 1.3% of the Shares on issue as at the date of the Notice of Annual General Meeting), 42,813 quoted options exercisable at 40 cents each on or before 30 April 2010 and 850,000 unquoted options exercisable at 27.5 cents each on or before 22 December 2011.

Remuneration : Mr. Rosenstreich is retained via an employment contract dated 22 September 2008 and is valid to 30 June 2011. This agreement provides for a total package amount inclusive of prescribed superannuation and for participation in the Company’s Share Purchase Plan and Employee Share Option Plan. The cash remuneration inclusive of superannuation paid under the agreement from 1 July 2009 is $350,000, and is subject to annual review. During the 30 June 2009 financial year and as disclosed in the 2009 Annual Report, Mr. Rosenstreich was paid total remuneration of $301,892 inclusive of salary and noncash benefits.

Other Interests : Mr. Rosenstreich has no other interests in the Company other than those disclosed above.

Dilution Effect : The initial issue of the 900,000 MD Options will have no dilution effect. However, upon the exercise of the MD Options, the effect would be to dilute existing shareholders interests by approximately 0.9% based on the issued Shares at the date of the Notice of Annual General Meeting and assuming no other securities are issued by the Company prior to the exercise of those MD Options.

Directors Recommendations and Interests in Outcome of the Resolution : Mr. Rosenstreich declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. Each of the other Directors of the Company, who have no material interest in the outcome of the Resolution, consider that the proposed issue of MD Options to Mr. Rosenstreich is reasonable as a cost effective method of remuneration and ensuring his ongoing dedication and commitment to the Company and recommend that Shareholders vote in favour of this Resolution.

EXPLANATORY STATEMENT

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Other Relevant Information: As a result of the changes to the treatment for income tax purposes of employee options as announced by the Government in the 2009/2010 Federal Budget, a personal tax payable position may arise on issue of the MD Options to Mr. Rosenstreich. The Board (excluding Mr. Rosenstreich) has resolved for the Company to lend up to $25,000 to Mr. Rosenstreich on arm’s length terms should a personal tax payable position for Mr. Rosenstreich arise on issue of the MD Options to Mr. Rosenstreich. The loan would be used by Mr. Rosenstreich to the extent required for payment of his personal income tax on issue of the MD Options. Shareholder approval for the loan is not required pursuant to section 210 of the Corporations Act as the loan, if required, will be provided by the Company on arm’s length terms.

Other than the material set out in this Explanatory Statement, the Directors are not aware of any other information which members of the Company would reasonably require in order to decide whether or not it is in the Company’s interest to pass Resolution 4.

6. INDICATIVE VALUE OF MD OPTIONS

Value of MD Options

Based on the share price of the Company’s Shares on ASX on 16 September 2009 of $0.23 per Share and the exercise prices of the MD Options, the value of the MD Options based on their intrinsic value has been assessed at nil.

However, it can be argued that MD Options have a value which can be assessed using various theoretical valuation methodologies. These theoretical models are designed to allow for the intrinsic value, the time value of money and the volatility of the share price movement. The most common valuation method is the Black & Scholes valuation model.

The Black & Scholes Method

In accordance with a policy requirement of ASIC, the Company notes that it attributes a value of $0.10 per MD Option for the Tranche 1 Options exercisable at $0.26 each, $0.096 per MD Option for the Tranche 2 MD Options exercisable at $0.285 each and $0.093 per Option for the Tranche 3 MD Options exercisable at $0.305 each to be issued pursuant to Resolution 4. These values, which were provided to the Company by a firm of corporate advisors on 14 September 2009, were arrived at using the Black & Scholes valuation method.

The calculation is based on the following inputs and assumptions:

(a) The price of the underlying Share is $0.205 (being the share price of the Company’s Shares on the ASX on 4 September 2009).
(b) Exercise prices: 300,000 MD Options are exercisable at $0.26 each (Tranche 1), 300,000 MD Options are exercisable at $0.285 each (Tranche 2) and the remaining 300,000 MD Options are exercisable at $0.305 each (Tranche 3).
(c) A volatility factor of 73.5% (a period of 12 months has been used to assess the volatility of the share price).
(d) A risk-free interest rate of 6.5% (being the market yield on 3 year Australian Government Bonds as at 4 September 2009).
(e) An expiry date of 31 December 2012.

In deriving the valuation the Black & Scholes model relies upon the following assumptions:

(a) That the options are European call options (in that they can only be exercised on the expiry date; unlike an American option, which can be exercised at any time during the period).
(b) There are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost.
(c) Short selling is allowed without restriction or penalty.
(d) The risk-free rate of interest is known and constant throughout the duration of the option contract. (e) The underlying shares do not pay a dividend.
(f) Share prices behave in a manner consistent with a random walk in continuous time.

The valuation using the Black & Scholes Model does not take into account the following terms of the MD Options proposed to be issued to Mr. Rosenstreich:

EXPLANATORY STATEMENT

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(a) The MD Options are American options (i.e. not European), and, subject to vesting conditions, are exercisable at any time until their expiry date.
(b) The MD Options are not transferable except with the consent of the Company. (c) The MD Options are not listed.
(d) If the Option holder ceases to be an officer or employee of the Company for any reason including resignation, redundancy, termination of office or termination of agreement, the MD Options will lapse upon the expiration of 30 days from the date the Option holder ceases to be an officer or employee of the Company.

The restrictive nature of these factors is likely to have a negative impact on the value calculated for the MD Options under the Black-Scholes Model. Because of issues of subjectivity, the valuation has not been adjusted for the matters noted above.

Any change in the variables applied in the Black & Scholes model prior to the date the MD Options are granted would have an impact on their value.

The MD Options proposed to be issued will only have value if on the date that the MD Options are exercised, the market price of the Company’s shares exceeds the exercise price of the MD Options. In these circumstances, recipients of the MD Options will obtain a financial benefit equivalent to the difference between the market value and exercise price should the MD Options be exercised and sold.

If the vesting conditions applicable to the MD Options are not satisfied or only partially satisfied, the value of the benefit to Mr. Rosenstreich will be a lesser amount or nil dependent on the number of MD Options that ultimately vest.

7. RESOLUTION 5: ISSUE OF OPTIONS TO DAVID BOYER (OR NOMINEE)

Resolution 5 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 208 of the Corporations Act to issue 300,000 Options to Mr. David Donald (Don) Boyer (or nominee) .

To maintain and improve performance, the Company has an ongoing need both to motivate and retain an excellent and dedicated management team. The purpose of the proposed issue of Options to Mr. Boyer is to recognise and reward Mr. Boyer’s reputation and experience as well as provide him with an additional longer term incentive to utilise his experience and expertise to the benefit of the Company and its Shareholders.

The following information is provided in accordance with Listing Rule 10.13 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number : 300,000 Options.

Issue Price : The Options will be granted for nil consideration.

Allottee : David Donald Boyer (or nominee).

Related Party/Relationship : Mr. Boyer is a Director of the Company.

Terms : The Options are unquoted and are exercisable at $0.30 each and expire on 31 December 2012. Full terms and conditions of the Options are set out in Annexure B to this Explanatory Statement.

EXPLANATORY STATEMENT

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Intended Use of Funds : The Options are being issued for no consideration and consequently no funds will be raised by the issue.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of Annual General Meeting.

Nature of the Financial Benefit : The issue of 300,000 Options.

Value of the Financial Benefit : The Options proposed to be issued pursuant to this Resolution are being issued for nil consideration. The quantum of the benefit attributable to the Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. As the current market price for a Share on ASX is less than the exercise price of the Options, their intrinsic value at the date of the Explanatory Statement, has been assessed as nil. The indicative value of the Options has been determined under a theoretical pricing model in Section 10 below to be $0.093 per Option for a total indicative value of $27,900. The Options will only have value if on the date that the Options are exercised, the market price of the Shares exceeds the exercise prices of the Options. In these circumstances, the holder of the Options will obtain a financial benefit equivalent to the difference between the market price and relevant exercise price at that time.

Existing Interest in Securities : At the date of the Notice of Annual General Meeting, Mr. Boyer has a relevant interest in a total of 1,290,000 Shares (approximately 1.2% of the Shares on issue as at the date of the Notice of Annual General Meeting), 64,251 quoted options exercisable at 40 cents each on or before 30 April 2010 and 300,000 unquoted options exercisable at 27.5 cents each on or before 22 December 2011.

Remuneration : Mr. Boyer receives Directors fees of $75,000 per annum, inclusive of statutory superannuation contributions, effective 1 October 2008. During the 30 June 2009 financial year and as disclosed in the 2009 Annual Report, Mr. Boyer was paid total remuneration of $72,500. Boyer Exploration Pty Ltd, an entity related to Mr. Boyer, was paid $20,812 during the financial year ended 30 June 2009 for exploration and management consulting and reimbursed at cost for expenditure made on behalf of the Company.

Other Interests : Mr. Boyer has no other interests in the Company other than those disclosed above.

Dilution Effect : The initial issue of the 300,000 Options will have no dilution effect. However, upon the exercise of the Options, the effect would be to dilute existing shareholders interests by approximately 0.3% based on the issued Shares at the date of the Notice of Annual General Meeting and assuming no other securities are issued by the Company prior to the exercise of those Options.

Directors Recommendations and Interests in Outcome of the Resolution : Mr. Boyer declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. Each of the other Directors of the Company, who have no material interest in the outcome of the Resolution, consider that the proposed issue of Options to Mr. Boyer is reasonable as a cost effective method of remuneration and ensuring his ongoing dedication and commitment to the Company and recommend that Shareholders vote in favour of this Resolution.

8. RESOLUTION 6: ISSUE OF OPTIONS TO CRAIG MCGOWN (OR NOMINEE)

Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 208 of the Corporations Act to issue 250,000 Options to Mr. Craig McGown (or nominee) .

EXPLANATORY STATEMENT

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an additional longer term incentive to utilise his experience and expertise to the benefit of the Company and its Shareholders.

The following information is provided in accordance with Listing Rule 10.13 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number : 250,000 Options.

Issue Price : The Options will be granted for nil consideration.

Allottee : Craig McGown (or nominee).

Related Party/Relationship : Mr. McGown is a Director of the Company.

Intended Use of Funds : The Options are being issued for no consideration and consequently no funds will be raised by the issue.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of Annual General Meeting.

Nature of the Financial Benefit : The issue of 250,000 Options.

Value of the Financial Benefit : The Options proposed to be issued pursuant to this Resolution are being issued for nil consideration. The quantum of the benefit attributable to the Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. As the current market price for a Share on ASX is less than the exercise price of the Options, their intrinsic value at the date of the Explanatory Statement, has been assessed as nil. The indicative value of the Options has been determined under a theoretical pricing model in Section 10 below to be $0.093 per Option for a total indicative value of $23,250. The Options will only have value if on the date that the Options are exercised, the market price of the Shares exceeds the exercise prices of the Options. In these circumstances, the holder of the Options will obtain a financial benefit equivalent to the difference between the market price and relevant exercise price at that time.

Existing Interest in Securities : At the date of the Notice of Annual General Meeting, Mr. McGown has a relevant interest in a total of 1,351,915 Shares (approximately 1.3% of the Shares on issue as at the date of the Notice of Annual General Meeting), 55,596 quoted options exercisable at 40 cents each on or before 30 April 2010 and 225,000 unquoted options exercisable at 27.5 cents each on or before 22 December 2011.

Remuneration : Mr. McGown receives Directors fees of $50,000 per annum, inclusive of statutory superannuation contributions, effective 1 October 2008. Mr. McGown also receives $7,500 per annum as chairman of the Company’s Hedge Committee. During the 30 June 2009 financial year and as disclosed in the 2009 Annual Report, Mr. McGown was paid total remuneration of $55,000. Taurus Funds Management Pty Ltd, an entity which is related to Mr C McGown, was paid $3,623 during the financial year ended 30 June 2009 for reimbursement at cost for expenditure made on behalf of the Company.

EXPLANATORY STATEMENT

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Other Interests : Mr. McGown has no other interests in the Company other than those disclosed above.

Dilution Effect : The initial issue of the 250,000 Options will have no dilution effect. However, upon the exercise of the Options, the effect would be to dilute existing shareholders interests by approximately 0.2% based on the issued Shares at the date of the Notice of Annual General Meeting and assuming no other securities are issued by the Company prior to the exercise of those Options.

Directors Recommendations and Interests in Outcome of the Resolution : Mr. McGown declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. Each of the other Directors of the Company, who have no material interest in the outcome of the Resolution, consider that the proposed issue of Options to Mr. McGown is reasonable as a cost effective method of remuneration and ensuring his ongoing dedication and commitment to the Company and recommend that Shareholders vote in favour of this Resolution.

9. RESOLUTION 7: ISSUE OF OPTIONS TO PATRICK TREASURE (OR NOMINEE)

Resolution 7 seeks Shareholder approval pursuant to Listing Rule 10.11 and section 208 of the Corporations Act to issue 250,000 Options to Mr. Patrick (Tony) Treasure (or nominee) .

To maintain and improve performance, the Company has an ongoing need both to motivate and retain an excellent and dedicated management team. The purpose of the proposed issue of Options to Mr. Treasure is to recognise and reward Mr. Treasure’s reputation and corporate experience as well as provide him with an additional longer term incentive to utilise his experience and expertise to the benefit of the Company and its Shareholders.

The following information is provided in accordance with Listing Rule 10.13 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number : 250,000 Options.

Issue Price : The Options will be granted for nil consideration.

Allottee : Patrick Anthony Treasure (or nominee).

Related Party/Relationship : Mr. Treasure is a Director of the Company.

Intended Use of Funds : The Options are being issued for no consideration and consequently no funds will be raised by the issue.

EXPLANATORY STATEMENT

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Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of Annual General Meeting.

Nature of the Financial Benefit : The issue of 250,000 Options.

Value of the Financial Benefit : The Options proposed to be issued pursuant to this Resolution are being issued for nil consideration. The quantum of the benefit attributable to the Options is dependent, in part, on the price at which the underlying Shares can be traded on ASX. As the current market price for a Share on ASX is less than the exercise price of the Options, their intrinsic value at the date of the Explanatory Statement, has been assessed as nil. The indicative value of the Options has been determined under a theoretical pricing model in Section 10 below to be $0.093 per Option for a total indicative value of $23,250. The Options will only have value if on the date that the Options are exercised, the market price of the Shares exceeds the exercise prices of the Options. In these circumstances, the holder of the Options will obtain a financial benefit equivalent to the difference between the market price and relevant exercise price at that time.

Existing Interest in Securities : At the date of the Notice of Annual General Meeting, Mr. Treasure has a relevant interest in a total of 21,611,000 Shares (approximately 20.9% of the Shares on issue as at the date of the Notice of Annual General Meeting).

Remuneration : Mr. Treasure receives Directors fees of $50,000 per annum, inclusive of statutory superannuation contributions. During the 30 June 2009 financial year and as disclosed in the 2009 Annual Report, Mr. Treasure was paid total remuneration of $29,167.

Other Interests : Mr. Treasure has no other interests in the Company other than those disclosed above.

Directors Recommendations and Interests in Outcome of the Resolution : Mr. Treasure declines to make a recommendation to Shareholders in relation to this Resolution due to his material personal interest in the outcome of the Resolution. Each of the other Directors of the Company, who have no material interest in the outcome of the Resolution, consider that the proposed issue of Options to Mr. Treasure is reasonable as a cost effective method of remuneration and ensuring his ongoing dedication and commitment to the Company and recommend that Shareholders vote in favour of this Resolution.

10. INDICATIVE VALUE OF OPTIONS

Value of Options

Based on the share price of the Company’s Shares on ASX on 16 September 2009 of $0.23 per Share and the exercise prices of the Options, the value of the Options based on their intrinsic value has been assessed at nil.

However, it can be argued that Options have a value which can be assessed using various theoretical valuation methodologies. These theoretical models are designed to allow for the intrinsic value, the time value of money and the volatility of the share price movement. The most common valuation method is the Black & Scholes valuation model.

The Black & Scholes Method

In accordance with a policy requirement of ASIC, the Company notes that it attributes a value of $0.93 per Option to be issued pursuant to Resolution 5, 6 and 7. This value, which was provided to the Company by a firm of corporate advisors on 14 September 2009, was arrived at using the Black & Scholes valuation method.

EXPLANATORY STATEMENT

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The calculation is based on the following inputs and assumptions:

(a) The price of the underlying Share is $0.205 (being the share price of the Company’s Shares on the ASX on 4 September 2009).
(b) Exercise price of $0.30.
(c) A volatility factor of 73.5% (a period of 12 months has been used to assess the volatility of the share price).
(d) A risk-free interest rate of 6.5% (being the market yield on 3 year Australian Government Bonds as at 4 September 2009).
(e) An expiry date of 31 December 2012.

In deriving the valuation the Black & Scholes model relies upon the following assumptions:

(a) That the options are European call options (in that they can only be exercised on the expiry date; unlike an American option, which can be exercised at any time during the period).
(b) There are no transaction costs, options and shares are infinitely divisible, and information is available to all without cost.
(c) Short selling is allowed without restriction or penalty.
(d) The risk-free rate of interest is known and constant throughout the duration of the option contract. (e) The underlying shares do not pay a dividend.
(f) Share prices behave in a manner consistent with a random walk in continuous time.

The valuation using the Black & Scholes Model does not take into account the following terms of the MD Options proposed to be issued to Mr. Rosenstreich:

(a) The Options are American options (i.e. not European), and are exercisable at any time until their expiry date.
(b) The Options are not transferable except with the consent of the Company. (c) The Options are not listed.
(d) If the Option holder ceases to be an officer or employee of the Company for any reason including resignation, redundancy, termination of office or termination of agreement, the Options will lapse upon the expiration of 30 days from the date the Option holder ceases to be an officer or employee of the Company.

The restrictive nature of these factors is likely to have a negative impact on the value calculated for the Options under the Black-Scholes Model. Because of issues of subjectivity, the valuation has not been adjusted for the matters noted above.

Any change in the variables applied in the Black & Scholes model prior to the date the Options are granted would have an impact on their value.

The Options proposed to be issued will only have value if on the date that the Options are exercised, the market price of the Company’s shares exceeds the exercise price of the Options. In these circumstances, recipients of the Options will obtain a financial benefit equivalent to the difference between the market value and exercise price.

11. RESOLUTION 8: ISSUE OF OPTIONS TO SUSAN HUNTER

This Resolution seeks Shareholder approval pursuant to Listing Rule 7.1 for the issue of 150,000 Options to Ms. Susan Hunter, the Company Secretary, or nominee. Ms. Hunter is not a related party of the Company.

Listing Rule 7.1 prohibits a listed company from issuing securities representing more than 15% of its issued capital in any 12 month period without prior shareholder approval (subject to certain exceptions). By obtaining approval, the securities will not be counted in the Company’s 15% limit and the capacity will be reinstated.

In accordance with Listing Rule 7.3 the following information is provided:

Maximum Number : 150,000 Options.

Allotment Date/Date of Issue : The allotment will occur on a single date no later than 3 months after the Annual General Meeting or such later date to the extent permitted by an ASX waiver of the Listing Rules. The allotment date of the Options will be the same date as the issue date of the Options.

EXPLANATORY STATEMENT

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Issue Price : The Options will be granted for nil cash consideration.

Allottees : Susan Hunter (or nominee).

Intended Use of Funds : The Options are being issued for no consideration and consequently no funds will be raised by the issue.

Voting Exclusion : An appropriate voting exclusion statement is included in the Notice of General Meeting.

12. RESOLUTION 9: INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

Resolution 9 seeks Shareholder approval for the purposes of Listing Rule 10.17 and for all other purposes, for the Company to be authorised to increase the aggregate amount of fees paid to non-executive Directors from $250,000 to $350,000 per annum.

Listing Rule 10.17 provides that an entity must not increase the total amount of Directors’ fees payable by it or any of its controlled entities without the approval of holders of its ordinary securities. Listing Rule 10.17 does not apply to the salaries of executive Directors. The requirement is also reflected under clause 11.15 of the Company Constitution.

The aggregate remuneration for all non-executive Directors was set at $250,000 per annum at a General Meeting of Shareholders held on 10 August 2006. In September 2009, the Directors resolved to seek Shareholder approval to increase the aggregate remuneration of non-executive Directors of the Company from $250,000 to $350,000 per annum. It is not intended to use the maximum amount immediately. The Chairman currently receives $75,000 per annum, inclusive of statutory superannuation contributions, and the two non-executive Directors, each receive $50,000 per annum, inclusive of statutory superannuation contributions. The chairman of the Hedge Committee also receives an additional $7,500 per annum. Therefore currently total annual non-executive Director fees amount to $182,500. The proposed increase in fees will:

(a) provide scope to appoint additional non-executive Directors to enhance the breadth and skills of the Board;
(b) accommodate fees payable to non-executive Directors to remunerate for additional responsibilities and participation on Board committees;
(c) accommodate increases in fees payable to each non-executive Director based on future reviews of fees paid to non-executive directors in similar companies; and
(d) ensures the Company’s fee structure remains competitive with similar companies.

Maintaining a fee “buffer” of $167,500 over the current total annual non-executive Director fees payable of $182,500 will provide flexibility in planning the Board’s structure in advance of specific needs arising. This may include the appointment of new non-executive Directors to the Board before Directors they are replacing retire to allow for orderly succession and for optimal training and handover arrangements. Further, the buffer will permit the Company, in the future, to increase the size of its Board as it takes on new functions and responsibilities and seeks to remain flexible and responsive to its dynamic operating environment.

13. RESOLUTION 10: APPOINTMENT OF AUDITOR

The Company’s auditor, Grant Thornton (WA) Partnership has acted as the Company’s auditors for a number of years.

To facilitate a new audit firm operating structure, an authorised audit company, Grant Thornton Audit Pty Ltd, has been established to conduct audit engagements.

Subject to approval by Shareholders, the appointment of Grant Thornton Audit Pty Ltd will be effective for the 2010 financial year. Grant Thornton (WA) Partnership remained responsible for the audit for the 2009 financial year.

EXPLANATORY STATEMENT

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The Resolution is conditional upon ASIC’s consent to the resignation of the Company’s current auditor, Grant Thornton (WA) Partnership, as this is a pre-condition to the auditor under the existing audit firm partnership structure being able to resign. The Company anticipates that this consent will be forthcoming.

Attached as Annexure C to this Explanatory Statement is a nomination signed by a member of the Company for appointment of Grant Thornton Audit Pty Ltd as auditor in accordance with section 328B(3) of the Corporations Act.

The Directors recommend that the Shareholders vote in favour of this Resolution.

14. SHARE PRICE HISTORY

The highest and lowest closing market sale prices of Shares on ASX in the last 12 months prior to the date of this Notice of Annual General Meeting were:

	Price	Date
High	$0.26	2 July 2009
Low	$0.076	10 October 2008
Last Sale	$0.23	16 September 2009

15. ASX AND ASIC

The fact that the Notice of Annual General Meeting and Explanatory Statement have been reviewed by ASX and ASIC is not to be taken as an indication of the merits of the Resolutions. ASX and ASIC and their officers take no responsibility for any decision a Shareholder may make in reliance on any of the documentation.

16. CONCLUSION AND RECOMMENDATION

Your Directors believe that the Resolutions described above are in the best interests of the Company and the Directors unanimously recommend Shareholders vote in favour of the Resolutions.

17. DEFINITIONS

In this Explanatory Statement:

Annual General Meeting means the meeting of the Shareholders convened for the purposes (including others) of considering the Resolutions contained in the Notice of Annual General Meeting. ASIC means the Australian Securities and Investments Commission.

Associate has the meaning set out in sections 11 to 17 of the Corporations Act. ASX means ASX Limited, ABN 98 008 624 691.

Board means the Board of Directors of the Company.

Company means Bass Metals Ltd, ACN 109 933 995.

Constitution means the constitution of Bass Metals Ltd, ACN 109 933 995.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Annual General Meeting.

Listing Rules means the Listing Rules of ASX.

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

MD Options means an option to subscribe for a Share subject to the terms and conditions in Annexure A to this Explanatory Statement.

Option means an option to subscribe for a Share subject to the terms and conditions in Annexure B to this Explanatory Statement.

Proxy Form means the form of proxy accompanying the Notice of Annual General Meeting. Related Party means a party so defined by section 228 of the Corporations Act.

EXPLANATORY STATEMENT

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Resolution means a resolution proposed to be passed at the Annual General Meeting and contained in the Notice of Annual General Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share.

EXPLANATORY STATEMENT

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Annexure A

TERMS AND CONDITIONS OF THE 900,000 MD OPTIONS

PROPOSED TO BE ISSUED TO MR. ROSENSTREICH PURSUANT TO RESOLUTION 4

(a) The Options will not be quoted on ASX.
(b) 300,000 MD Options are exercisable at $0.26 each (Tranche 1), 300,000 MD Options are exercisable at $0.285 each (Tranche 2) and the remaining 300,000 MD Options are exercisable at $0.305 each (Tranche 3).
(c)
A MD Option must be exercised (if at all) not later than 31 December 2012.
(d) Each MD Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the MD Option and payment to the Company of the exercise price.
(e) Subject to condition (e) below and Mr. Rosenstreich still being a Director of the Company on the vesting date, 300,000 Options exercisable at $0.26 each (Tranche 1) will vest on issue, 300,000 Options exercisable at $0.285 each (Tranche 2) will vest on 31 December 2010 and the remaining 300,000 Options exercisable at $0.305 each (Tranche 3) will vest on 31 December 2011.
(f) Subject to condition (e) below, if the Option holder ceases to be an officer or employee of the Company for any reason including resignation, redundancy, termination of office or termination of agreement, the MD Options will lapse upon the expiration of 30 days from the date the Option holder ceases to be an officer or employee of the Company.
(g) In the event that an entity which is not an Associate of the employee to which the MD Options have been issued (within the meaning of sections 11 and 15 of the Corporations Act) gains control of the Company (within the meaning of section 50AA of the Corporations Act) any MD Options that would not otherwise be exercisable shall become exercisable (except for any MD Options that have previously lapsed).
(h) The exercise of some MD Options only does not affect the holders right to exercise other MD Options at a later time.
(i) A MD Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that MD Option, and the MD Option certificate.
(j) The Company shall allot Shares on exercise of MD Options in accordance with the Company's Constitution.
(k) Shares issued on the exercise of MD Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.
(l)
The MD Options are not transferable except with the consent of the Company.
(m) In relation to new issues, there are no participating rights or entitlements inherent in the MD Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the MD Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, MD Option holders will be afforded the opportunity to exercise MD Options prior to the date for determining entitlements to participate in any such issue.
(n) If from time to time, prior to the expiry of any MD Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves (" bonus issue "), then upon exercise of a MD Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue (" bonus issue ") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its MD Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the MD Options.
(o) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any MD Options, all rights of the option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation

EXPLANATORY STATEMENT

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Annexure B

TERMS AND CONDITIONS OF THE OPTIONS PROPOSED TO BE ISSUED PURSUANT TO RESOLUTIONS 5, 6, 7 AND 8

(a) The Options will not be quoted on the ASX.
(b) The Options are exercisable at $0.30 each.
(c) An Option must be exercised (if at all) not later than 31 December 2012.
(d)
The Options will become exercisable on issue.
(e) Each Option entitles the holder to subscribe for and be allotted one Share in the capital of the Company upon exercise of the Option and payment to the Company of the exercise price.
(f) Subject to condition (e) below, if the Option holder ceases to be a Director, an officer or employee of the Company for any reason including resignation, redundancy, termination of office or termination of agreement, the Options will lapse upon the expiration of 30 days from the date the Option holder ceases to be an officer or employee of the Company.
(g) In the event that an entity who is not an Associate of the officer or employee to which the Options have been issued (within the meaning of sections 11 and 15 of the Corporations Act) gains control of the Company (within the meaning of section 50AA of the Corporations Act) any Options that would not otherwise be exercisable shall become exercisable (except for any Options that have previously lapsed).
(h) The exercise of some Options only does not affect the holders right to exercise other Options at a later time.
(i) An Option is exercisable by the holder lodging with the Company’s secretary a notice of exercise, a cheque for the exercise price of each Share to be issued on the exercise of that Option, and the Option certificate.
(j) The Company shall allot Shares on exercise of Options in accordance with the Company's Constitution.
(k) Shares issued on the exercise of Options will rank pari passu with all existing Shares in the capital of the Company from the date of issue of those Shares.
(l)
The Options are not transferable except with the consent of the Company.
(m) In relation to new issues, there are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining the entitlements to any such issue, Option holders will be afforded the opportunity to exercise Options prior to the date for determining entitlements to participate in any such issue.
(n) If from time to time, prior to the expiry of any Options, the Company makes an issue of Shares to the holders of Shares in the Company by way of capitalisation of profits or reserves (" bonus issue "), then upon exercise of an Option a holder will be entitled to have issued to it (in addition to the Shares which it is otherwise entitled to have issued to it upon such exercise) the number of Shares which would have been issued to him under the bonus issue (" bonus issue ") if on the date on which entitlements thereto were calculated it had been registered as the holder of the number of Shares which it would have been registered as holder if immediately prior to that date it had duly exercised its Options and the Shares the subject of such exercise had been duly allotted and issued to it. The bonus Shares will be paid by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to the bonus issue and upon issue rank pari passu in all respects with the other Shares allotted upon exercise of the Options.
(o) In the event of any reorganisation (including consolidation, subdivision, reduction, cancellation or return) of the issued capital of the Company before the expiry of any Options, all rights of the option holder will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

EXPLANATORY STATEMENT

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Annexure C

Notice of Nomination of Auditor Bass Metals Ltd ACN 109 933 995

Appointment of auditors

Following the resignation of Grant Thornton (WA) Partnership, subject to ASIC consent, I wish to nominate Grant Thornton Audit Pty Ltd as auditor of Bass Metals Ltd at the forthcoming annual general meeting.

I request that a copy of this nomination is sent to all persons entitled to receive notice of the AGM and Grant Thornton Audit Pty Ltd.

Signed:

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_____ Mrs. Paulette Smith Date 17 September 2009

EXPLANATORY STATEMENT

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EXPLANATORY STATEMENT

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2009 ANNUAL GENERAL MEETING FORM OF PROXY

I/We (print name) ……………………………………………………………………….………..…………………….. of

..………………………………………………………………………………………….……..……………………….….

a member/members of Bass Metals Ltd (ACN 109 933 995) hereby appoint

…………………………………………………………………………………………….………………………………... of

…………………………………………………………………………………….…………………………………….…..

or failing him/her …………………………………………………………………….……..……………………………..

of ……………………………………………………………………………………………………………………………

or failing him/her, the Chairman of the meeting, as my/our proxy at the Annual General Meeting of the Company to be held commencing at 2.00pm on Monday, 16 November 2009 , and at any adjournment thereof and to vote for me/us on my/our behalf in respect of all/the following*

………………………………………………………………………………………………………. of my/our Shares in the manner as set out below.

In relation to any undirected proxies the Chairman intends to vote in favour of all Resolutions.

If you do not wish to instruct your proxy how to vote, please place a cross in the box.

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

		For	Against	Abstain
Resolution 1	Adoption of Remuneration Report	�	�	�
Resolution 2	Re-election of Director – David Donald Boyer	�	�	�
Resolution 3	Re-election of Director – Patrick Anthony Treasure	�	�	�
Resolution 4	Issue of MD Options to Michael Rosenstreich	�	�	�
Resolution 5	Issue of Options to David Donald Boyer	�	�	�
Resolution 6	Issue of Options to Craig McGown	�	�	�
Resolution 7	Issue of Options to Patrick Anthony Treasure	�	�	�
Resolution 8	Issue of Options to Susan Hunter	�	�	�
Resolution 9	Increase in Non-Executive Directors’ Fees	�	�	�
Resolution 10	Appointment of Auditor	�	�	�
Dated this ……	day of ……………………… 2009.

PLEASE SIGN HERE

Individual or Securityholder 1 Individual/Sole Director and Sole Company Secretary	Securityholder 2 Director	Securityholder 3

		Director/ Company Secretary

PROXY FORM

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INSTRUCTIONS FOR COMPLETING THE FORM OF PROXY

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of Annual General Meeting as soon as possible and either:
send the Proxy Form by facsimile to the Company on +61 8 9481 2846;
post the Proxy Form to the Company at PO Box 1330, West Perth WA 6872; or
deliver the Proxy Form to the registered office of the Company at 16 Thelma Street, West Perth WA 6005.
Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the Annual General Meeting.
A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights.
*If two proxies are appointed you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
Should you desire to direct your proxy how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provision of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.
Completion of a Proxy Form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the meeting in person, the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.
Where a Proxy Form or form of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged with this proxy.

PROXY FORM

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AI assistant

GREENWING RESOURCES LTD — AGM Information 2009

65029_rns_2009-10-08_e73d1045-376c-480b-a55b-e443978279eb.pdf

NOTICE OF ANNUAL GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

IMPORTANT INFORMATION

ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

LOCATION: The Celtic Club

48 Ord Street, West Perth, Western Australia

ORDINARY BUSINESS

Financial Reports

RESOLUTION 1: Remuneration Report

“That the Remuneration Report for the year ended 30 June 2009 be adopted.”

RESOLUTION 2: Re-election of Director – David Donald Boyer

RESOLUTION 3: Re-election of Director – Patrick Anthony Treasure

SPECIAL BUSINESS

RESOLUTION 4: Issue of MD Options to Michael Rosenstreich (or nominee)

RESOLUTION 5: Issue of Options to David Donald Boyer (or nominee)

RESOLUTION 6: Issue of Options to Craig McGown (or nominee)

RESOLUTION 7: Issue of Options to Patrick Anthony Treasure (or nominee)

RESOLUTION 8: Issue of Options to Susan Hunter (or nominee)

RESOLUTION 9: Increase in Non-Executive Directors’ Fees

RESOLUTION 10: Appointment of Auditor

EXPLANATORY STATEMENT

PROXIES

DATE FOR DETERMINING HOLDERS OF SHARES

EXPLANATORY STATEMENT TO SHAREHOLDERS BASS METALS LTD

ACN 109 933 995

1. ANNUAL FINANCIAL REPORTS

2. RESOLUTION 1: ADOPTION OF REMUNERATION REPORT

3. RESOLUTION 2: RE-ELECTION OF DIRECTOR – DAVID DONALD (DON) BOYER

4. RESOLUTION 3: RE-ELECTION OF DIRECTOR – PATRICK ANTHONY (TONY) TREASURE

5. RESOLUTION 4: ISSUE OF MD OPTIONS TO MICHAEL ROSENSTREICH (OR NOMINEE)

Allottee : Michael Rosenstreich (or nominee).

Related Party/Relationship : Mr. Michael Rosenstreich is a Director of the Company.

Nature of the Financial Benefit : The issue of 900,000 MD Options.

6. INDICATIVE VALUE OF MD OPTIONS

Value of MD Options

The Black & Scholes Method

7. RESOLUTION 5: ISSUE OF OPTIONS TO DAVID BOYER (OR NOMINEE)

8. RESOLUTION 6: ISSUE OF OPTIONS TO CRAIG MCGOWN (OR NOMINEE)

9. RESOLUTION 7: ISSUE OF OPTIONS TO PATRICK TREASURE (OR NOMINEE)

Nature of the Financial Benefit : The issue of 250,000 Options.

10. INDICATIVE VALUE OF OPTIONS

Value of Options

The Black & Scholes Method

11. RESOLUTION 8: ISSUE OF OPTIONS TO SUSAN HUNTER

12. RESOLUTION 9: INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

13. RESOLUTION 10: APPOINTMENT OF AUDITOR

14. SHARE PRICE HISTORY

15. ASX AND ASIC

16. CONCLUSION AND RECOMMENDATION

17. DEFINITIONS

Annexure A

TERMS AND CONDITIONS OF THE 900,000 MD OPTIONS

PROPOSED TO BE ISSUED TO MR. ROSENSTREICH PURSUANT TO RESOLUTION 4

Annexure B

TERMS AND CONDITIONS OF THE OPTIONS PROPOSED TO BE ISSUED PURSUANT TO RESOLUTIONS 5, 6, 7 AND 8

Annexure C

Notice of Nomination of Auditor Bass Metals Ltd ACN 109 933 995

Appointment of auditors

THIS PAGE IS BLANK INTENTIONALLY

2009 ANNUAL GENERAL MEETING FORM OF PROXY

In relation to any undirected proxies the Chairman intends to vote in favour of all Resolutions.

If you do not wish to instruct your proxy how to vote, please place a cross in the box.

PLEASE SIGN HERE

INSTRUCTIONS FOR COMPLETING THE FORM OF PROXY

More from GREENWING RESOURCES LTD

GREENWING RESOURCES LTD AGM Information 2009