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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 TUESDAY, 30 NOVEMBER 2010 AT 2.30PM

AT NEXT GENERATION KINGS PARK (LOCATED AT THE ROYAL KING’S PARK TENNIS CLUB) 21 KINGS PARK ROAD WEST PERTH WA 6005

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: 2.30pm

DATE: Tuesday, 30 November 2010

LOCATION: Next Generation Kings Park, (located at the Royal King’s Park Tennis Club), 21 Kings Park Road, West Perth WA 6005

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 12 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 2010.

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 2010 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 – Craig McGown

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

“That Mr. Craig McGown 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

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SPECIAL BUSINESS

RESOLUTION 3: Ratification of Financing Options Issue

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

“That pursuant to ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 3,000,000 Financing Options issued at no cost to RMB Australia Holdings Limited on 22 September 2010 on the terms set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this resolution by a person who participated in the issue and an Associate of those persons. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 4: Bass Metals Ltd Performance Incentive Plan

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

"That approval be given to the issue of Options and Performance Rights from time to time under the terms of the Bass Metals Ltd Performance Incentive Plan attached as Appendix B to this Notice of Annual General Meeting and as otherwise set out in the Explanatory Statement accompanying this Notice of Annual General Meeting for the purpose of exception 9 to Listing Rule 7.2 of the ASX Listing Rules."

VOTING EXCLUSION STATEMENT: The Company will disregard any votes on Resolution 4 cast by or on behalf of any Director or an associate of any Director. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 5: Bass Metals Ltd Employee Share Loan Scheme

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

"That for the purposes of section 260C(4) and section 259B(2) of the Corporations Act, exception 9 to Listing Rule 7.2, and for all other purposes, approval be and is hereby given to the Bass Metals Ltd Employee Share Loan Scheme ("Scheme") to:

(a) allow the granting of financial assistance by the Company by way of loan to enable employees (including Directors) of the Group (being the Company and its subsidiaries), to subscribe for Shares;
(b) to allow the Company to obtain security over Shares obtained by employees (including Directors) as security for such loans, as further detailed in Annexure C; and
(c) to approve the issue of Shares under the Scheme as an exception to Listing Rule 7.1,

and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

VOTING EXCLUSION STATEMENT: The Company will disregard any votes on Resolution 5 cast by or on behalf of any Director or an associate of any Director. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

NOTICE OF ANNUAL GENERAL MEETING

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RESOLUTION 6: Issue of Shares to Michael Rosenstreich (or nominee) under the Scheme

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

“That subject to the passing of Resolution 5 and pursuant to Listing Rule 10.14 and section 208 of the Corporations Act and for all other purposes, that approval be given to issue 418,410 Shares to Michael Rosenstreich (or nominee) under the Scheme and otherwise on the terms and conditions as set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes on Resolution 6 cast by or on behalf of any Director or an associate of any Director. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 7: 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. However, the Company need not disregard a vote if cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

RESOLUTION 8: Adoption of Constitution

To consider, and if thought fit, pass the following resolution as a special resolution:

"That, pursuant to section 136 of the Corporations Act, the Constitution contained in the document submitted to this meeting and signed by the Chairman for identification purposes be approved and adopted as the Constitution of the Company in substitution for the existing Constitution of the Company with effect from the end of the 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.

NOTICE OF ANNUAL GENERAL MEETING

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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 2.30pm (WST) on 28 November, 2010 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 11 October 2010.

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 2010 Annual General Meeting of the Company.

The Directors recommend that you read this Explanatory Statement and attend the forthcoming 2010 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 2010 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 2010 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 2010 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 – CRAIG MCGOWN

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. Craig McGown retires from office, and being eligible, offers himself for re-election as a Director of the Company.

A brief CV on Mr. McGown can be found on page 30 of the Annual Report.

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

EXPLANATORY STATEMENT

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4. RESOLUTION 3: RATIFICATION OF FINANCING OPTIONS ISSUE

Resolution 3 seeks Shareholder approval pursuant to Listing Rule 7.4 to ratify the issue on 22 September 2010 of 3,000,000 Financing Options to RMB Australia Holdings Limited pursuant to a condition of the project financing agreements entered into between the Company and RMB Resources Ltd as announced to ASX on 27 April 2010 and 28 September 2010.

The Company confirms that the issue of the 3,000,000 Financing Options was made under the Company‟s 15% capacity. Subsequent approval under Listing Rule 7.4 is now being sought in order to reinstate the 15% limit.

In accordance with Listing Rule 7.5 the following information is provided in relation to Resolution 3: Number of Financing Options Allotted : 3,000,000 Financing Options were issued and allotted on 22 September 2010.

Allottees : The 3,000,000 Financing Options were issued to RMB Australia Holdings Limited. Terms: The terms of the 3,000,000 Financing Options are attached as Annexure A to this Notice of Annual General Meeting.

Issue Price: The Financing Options were issued for nil consideration.

Use of Funds : No funds were raised through the issue of the Financing Options.

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

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

5. RESOLUTION 4: BASS METALS LTD PERFORMANCE INCENTIVE PLAN

Resolution 4 seeks Shareholder approval to the issue of Options and Performance Rights from time to time upon the terms of the Bass Metals Ltd Performance Incentive Plan (“the Plan”) attached as Annexure B to the Notice of Annual General Meeting and as otherwise set out in this Explanatory Statement for the purpose of exception 9 to Listing Rule 7.2 of the ASX Listing Rules. Any issue of Options or Performance Rights to Directors under the Plan will be subject to Shareholder approval pursuant to the provisions of the ASX Listing Rules and the Corporations Act.

Listing Rule 7.1 requires listed entities to obtain shareholder approval for any issue of equity securities in any 12 month period that amounts to more than 15% of the number of fully paid ordinary securities in the company then on issue. Listing Rule 7.2 lists a number of exemptions to this rule.

Listing Rule 7.2, exception 9 exempts securities issued under an employee incentive scheme from Listing Rule 7.1 where the scheme was approved by shareholders at a general meeting within 3 years prior to the issue provided that the terms of the scheme do not change in those 3 years.

Approval is hereby sought for the issue of Options and Performance Rights under the terms of the Plan for the purposes of Listing Rule 7.2, exception 9(b).

The Plan was approved by the Directors on 8 October 2010. The Company does not have any Options or Performance Rights on issue which were issued under the Plan.

The Plan will provide an important means to achieve this goal and implementation of the Plan will:

provide an incentive to employees to work to improve the performance of the Company;
attract new employees and retain valued employees essential for the continued growth and development of the Company;
establish a sense of ownership in the Company for the employees;
promote and foster loyalty and support amongst employees for the benefit of both the employees and the Company;
enhance the relationship between the Company and its employees for the long term mutual benefit of all parties; and
enable the Company to attract high calibre individuals, who can bring expertise to the Company.

EXPLANATORY STATEMENT

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The Plan is attached as Annexure B to this Notice of Annual General Meeting. The Plan will also be available for inspection at the Meeting.

6. RESOLUTION 5: BASS METALS LTD EMPLOYEE SHARE LOAN SCHEME

Resolution 5 seeks Shareholder approval for the purposes of section 260C(4) and section 259B(2) of the Corporations Act, exception 9 to Listing Rule 7.2, and for all other purposes, for the Bass Metals Ltd Employee Share Loan Scheme ("Scheme") to:

(a) allow the granting of financial assistance by the Company by way of loan to enable employees (including Directors) of the Group (being the Company and its subsidiary), to subscribe for Shares;
(b) to allow the Company to obtain security over Shares obtained by employees (including Directors) as security for such loans, as further detailed in Annexure C; and
(c) to approve the issue of Shares under the Scheme as an exception to Listing Rule 7.1.

6.1 CORPORATIONS ACT APPROVAL

Pursuant to section 260A of the Corporations Act, a company may financially assist persons to acquire shares in itself only if:

(a) giving the assistance does not materially prejudice:
(i) the interests of the company or its shareholders; or
(ii) the company's ability to pay its creditors;
(b) the assistance is approved by the company's shareholders in accordance with section 260B of the Corporations Act; or
(c) the assistance is exempt under section 260C of the Corporations Act.

Under section 260C(4) of the Corporations Act, the granting of assistance will not require shareholder approval if the assistance is made under an employee share scheme that has been previously approved by shareholders.

The Company wishes to approve the Scheme to permit the granting of financial assistance to permanent full time and permanent part time employees (including Directors) of the Group (being the Company and its subsidiaries) by way of loan to subscribe for Shares. The Company also wishes to have the right to obtain security over any Shares that are acquired by those employees (including Directors), using loans granted under the Scheme. Section 259B of the Corporations Act prevents a company from taking security over its shares unless this security is obtained pursuant to an employee share scheme that has been approved by shareholders.

The Company understands that the provision of interest-free loans to, or for the benefit of, employees pursuant to financial assistance to acquire Shares could attract fringe benefits tax. To ensure the commerciality of the Scheme, and in the interests of Shareholders, the Directors have resolved to seek Shareholder approval for the Scheme to enable the Company to charge interest on the loans. The Scheme currently provides that loans offered will be interest free unless the Board decides otherwise.

Sections 260C(4) and 259B(2) of the Corporations Act only apply with respect to shares that are issued under an "employee share scheme". This is defined in section 9 of the Corporations Act to mean "a scheme under which shares (or units in shares) in the company or a holding company may be acquired:

(a) by, or for the benefit of:
(i) employees of the company, or of a related body corporate; or
(ii) directors of the company, or of a related body corporate, who hold a salaried employment or office in the company or in the related body corporate.

The Company therefore wishes to approve the Scheme to allow the giving of financial assistance and the taking of security over Shares (in accordance with the Scheme attached as Annexure C) and the charging of interest on the loans (should the Board decide to make interest payable on the loans).

EXPLANATORY STATEMENT

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6.1.1 Summary of the Scheme

The Scheme is limited to permanent full time and permanent part time employees of the Group (including Directors). Contractors and consultants will not be eligible to participate in the Scheme. Casual employees of the Group will only be eligible to participate in the Scheme with prior ASIC relief, which is not guaranteed. An employee's eligibility to participate in the Scheme will be determined by the Board based on their length of service, grade or position with the Group, their contribution or potential contribution to the Group, the conduct of the employee, whether the employee is likely to continue to be an employee of the Group at or soon after the issue of the Shares pursuant to the Scheme, the taxation implications of the Scheme on the Group and its employees, securities and employment laws applicable at the time of the offer under the Scheme and any other matters the Board considers relevant.

Unless the Board otherwise determines, where Shares are to be offered to a participant under the Scheme, the Company will issue new Shares to the participant subject to relevant restriction arrangements as noted in Section 6.1.2 below. If the Board determines, Shares may be purchased on-market for the benefit of the participant under the Scheme.

The issue price of Shares offered under the Scheme will be determined by the Board with regard to the market value of the Shares when it resolves to make an offer of Shares. The market value is to be determined by the volume weighted average price at which the Shares are traded on the ASX in the five trading days up to and including the date of offer of that Share, or if there were no transactions on the ASX in relation to the Shares during the relevant five day period: (i) the last price at which an offer was made on the ASX in that period; or (ii) if (i) does not apply, the arm's length value assessed by an independent registered company auditor or otherwise calculated in a manner approved by the Commissioner of Taxation.

The total number of Shares that may be offered under the Scheme shall be limited to that number permitted by ASIC Class Order 03/184 which currently provides that the total number of Shares that may be offered under the Scheme to employees that are not executive officers (including any securities previously issued under the Scheme, any securities issued and exercised in the 5 years prior to the date of the offer and any securities issued under any other employee share schemes) must not exceed 5% of the total number of issued Shares as at the time any offer under the Scheme is made.

The Scheme is attached as Annexure C to this Explanatory Statement.

6.1.2 Summary of the loan terms

Permanent full time and permanent part time employees of the Group (including Directors) and offers will be made having regard to the considerations noted above under Section 6.1.1.

The Scheme currently provides that loans offered will be interest free unless the Board decides otherwise. The loans will have a term of 10 years from the date the loan was made subject to early repayment in the event that the relevant employee ceases to be employed by the Group or when the employee sells the Shares obtained using the loan. Shares acquired using the loans will be subject to a trust, a CHESS Holding Lock, or any other suitable arrangement determined by the Board in its absolute discretion which will effectively prevent the Shares from being transferred unless the loan and interest (if any) is either repaid or the Shares are sold to enable the loan to be repaid and interest (if any) or the lender, in its absolute discretion, forgiving the whole of the outstanding loan amount. The Company may also obtain further security over the Shares (for instance, by way of a lien or share mortgage) if it decides that this is necessary.

The loans will also be of limited recourse such that upon termination of a loan the maximum liability of the borrower in respect of that loan shall be the lesser of: (i) the original loan to the borrower less any repayments made by the borrower plus any accrued interest; and (ii) the market value of the Shares acquired with the loan funds as at the date of repayment of the loan less any repayments made by the borrower plus any accrued interest.

Any dividends paid in respect of the Shares acquired using the loans will be automatically directed towards repaying the loan and any interest. The employee will be entitled to exercise any voting rights attached to Shares acquired using the loans as he or she sees fit.

6.1.3 Effect of the granting of the financial assistance on the Company

Approval of this Resolution will allow loans to be provided to employees to subscribe for Shares under the Scheme.

EXPLANATORY STATEMENT

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The maximum value of loans that may be provided to related parties of the Company under this Resolution is capped to such an amount that would not require the Company to seek approval of the Shareholders for the granting of such loans in accordance with Listing Rule 10.1. Effectively, this means the maximum value of loans may not be equal to or greater than 5% of the Equity Interests (as defined in the Listing Rules) of the Company as set out in the latest accounts provided to the ASX from time to time. As disclosed in the Annual Report for the year ended 30 June 2010, the value of the Equity Interests in the Company is $56,559,710, with 5% of that figure being $2,827,985.50.

As the loan funds are used for payment of the subscription price for Shares, the funds will be immediately returned to the Company in the form of subscription money. The granting of the loans will therefore have no effect on the Company's cashflow (other than in respect of any costs associated with the granting of the loans which are not expected to be material).

Upon issue of the Shares, the Company's books of account will reflect an increase in contributed equity and, until such time as the loan is repaid, an asset in the form of the loan outstanding from the relevant employee, together with interest (if any). Upon the repayment of the loan and interest (if any) the funds received will be available to the Company as working capital.

The main negative effect the financial assistance may have is where the Shares subject to the loans are sold at a value less than the amount outstanding on the loan, together with interest (if any), resulting in the Company not receiving full repayment of the loan and interest (if any). The Directors, however, do not consider that such an effect is material due to relatively small amounts of the loans and it is not therefore expected that the giving of the financial assistance will have any significant effect on the financial position of the Company, although any loss of the Company will need to be included in its accounts.

The Directors do not consider that the provision of the loans will materially affect the Company‟s ability to pay its creditors as it does not involve any actual payments of cash nor does it involve the Company disposing of any assets.

For these reasons, the Directors do not consider that the giving of the financial assistance will be likely to materially prejudice the interests of the Company or its Shareholders or the Company's ability to pay its creditors.

It is proposed that the following loans will be offered under the Scheme in the near future:

(a) the loan contemplated in Resolution 6, being a loan to Mr. Michael Rosenstreich, Managing Director; and
(b) a loan to Mr. Victor Rajasooriar, Group Mining Engineer, for 100,000 shares at around $0.24 per Share (dependant on the Share price prior to issue date of such Shares), therefore, amounting to approximately $24,000.

No other future loans are contemplated at this stage.

6.1.4 Reasons for providing the financial assistance

The financial assistance will assist employees (including Directors) to participate in the Scheme by subscribing for Shares under the Scheme.

The success of the Company and its Shareholders depends greatly on the people employed by the Company. To maintain and improve performance, the Company has an ongoing need to motivate, incentivise and retain an excellent and dedicated management team and key employees and to recognise the significant past contributions of key employees.

The provision of the financial assistance when used as part of the Scheme provides additional means to achieve this goal and will continue to:

provide an incentive to employees to work to improve the performance of the Company;
attract and retain valued employees essential for the continued growth and development of the Company;
establish a sense of ownership in the Company for the employees;
promote and foster loyalty and support amongst employees for the benefit of both the employees and the Company;
enhance the relationship between the Company and its employees for the long term mutual benefit of all parties; and

EXPLANATORY STATEMENT

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enable the Company to attract high calibre individuals, who can bring expertise to the Company.

The Directors consider that the limited recourse nature of the loan as previously described will provide a strong incentive to employees to subscribe for Shares under the Scheme and enable the Company to achieve the goals stated above as it removes the risk of the employee suffering any loss if Shares acquired under the Scheme are subsequently sold for a value less than their subscription price and interest (if any) on the loan.

6.1.5 Approval sought

Approval is therefore sought under Resolution 5 to the Scheme attached as Annexure C.

If approval to this Resolution is obtained, the Company will be able to grant loans to employees and to obtain security over Shares acquired using the loan in accordance with the rules of the Scheme as contained in Annexure C without the need for further shareholder approval to be obtained each time the loans are granted. In the event that loans are granted to a Director, additional Shareholder approval under section 208 of the Corporations Act (related party approval) and Listing Rule 10.14 with respect to the Shares proposed to be issued will need to be obtained.

6.2 LISTING RULE APPROVAL

Approval is hereby sought for the issue of Shares under the terms of the Scheme for the purposes of Listing Rule 7.2, exception 9(b).

6.2.1 Rationale behind the Scheme

The success of the Company and its Shareholders depends greatly on the people employed by the Company. To maintain and improve performance, the Company has an ongoing need both to motivate and retain an excellent and dedicated management team and key employees and to recognise the significant contribution to date of key employees. The Scheme provides a useful means to achieve this goal as set out above under Section 6.1.4 above.

6.2.2 Past issues under the Scheme

The Scheme was approved by the Directors on 8 October 2010. The Company does not have any Shares currently on issue which were issued under the Scheme.

6.2.3 Approval sought

The purpose of obtaining approval under this Resolution is so that the issue of Shares under the Scheme over the next 3 years will not be deemed to be part of the 15% allowance specified in Listing Rule 7.1 leaving the 15% allowance to be utilised by the Company for other issue of securities outside of the Scheme. As the issue of securities under the Scheme is not for the purposes of fundraising, the Directors believe that it is appropriate that the full 15% allowance be reserved for other issues of securities so that the Directors are not restricted in the amount of securities they may issue for the purposes of fundraising.

6.2.4 Voting Exclusion

A voting exclusion statement has been included.

6.3 RECOMMENDATION OF DIRECTORS

In the Directors' view, the financial assistance that may be given to employees who subscribe for Shares under the Scheme is for the benefit of the Company and its Shareholders.

However, as the Directors are eligible to participate in the Scheme they do not make any recommendation on this Resolution 5.

EXPLANATORY STATEMENT

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7. RESOLUTION 6: ISSUE OF SHARES TO MICHAEL ROSENSTREICH (OR NOMINEE) UNDER THE SCHEME

Subject to the passing of Resolution 5, Resolution 6 seeks Shareholder approval pursuant to Listing Rule 10.14 and section 208 of the Corporations Act to issue 418,410 Shares to Mr. Michael Rosenstreich (or nominee) under the terms and conditions of the Scheme attached as Annexure C to this Notice of Annual General Meeting .

Mr. Rosenstreich is the Managing Director of the Company. To maintain and improve performance, the Company has an ongoing need both to motivate and retain a talented and dedicated management team. The purpose of the proposed issue of Shares to Mr. Rosenstreich under the Scheme is to recognise and reward Mr. Rosenstreich‟s past performance for the financial year ended 30 June 2010 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.

7.1 DETAILS OF THE SCHEME

The Scheme is limited to permanent full time and permanent part time employees of the Group (including the Directors, namely Messrs. Boyer, Rosenstreich, McGown and Treasure). Contractors and consultants will not be eligible to participate in the Scheme. Casual employees of the Group will only be eligible to participate in the Scheme with prior ASIC relief, which is not guaranteed.

The issue price of Shares offered under the Scheme will be determined by the Board with regard to the market value of the Shares when it resolves to make an offer of Shares where the market value is to be determined by the volume weighted average price at which the Shares are traded on the ASX in the five trading days up to and including the date of offer of that Share, or if there were no transactions on the ASX in relation to the Shares during the relevant five day period: (i) the last price at which an offer was made on the ASX in that period; or (ii) if (i) does not apply, the arm's length value assessed by an independent registered company auditor or otherwise calculated in a manner approved by the Commissioner of Taxation.

The Board (excluding Mr. Rosenstreich who has a material personal interest in the outcome of the issue of these Shares) resolved to issue the 418,410 Shares to Mr. Michael Rosenstreich (or nominee) under the Scheme at an issue price of $0.239 per Share. The issue price of $0.239 per Share is the weighted average price at which the Shares were traded on the ASX in the five trading days up to and including the date of offer of the Shares to Mr. Rosenstreich on 8 October 2010.

The Scheme was approved by the Directors on 8 October 2010. The Company does not have any Shares currently on issue which were issued under the Scheme.

It is proposed that, subject to the passing of Resolution 5, the following loans will be offered under the Scheme in the near future:

(a) the loan contemplated in this Resolution of $99,999.99 to Mr. Rosenstreich (418,410 Shares at $0.239 per share); and
(b) a loan to the Group Mining Engineer for 100,000 shares at around $0.24 per Share (dependant on the Share price prior to issue date of such Shares), therefore, amounting to approximately $24,000.

7.2 SUMMARY OF THE LOAN TERMS The loan proposed to be granted to Mr. Rosenstreich will be granted pursuant to the terms and conditions of the Scheme which is attached as Annexure C to this Notice of Annual General Meeting and otherwise as detailed below.

The loan proposed to be granted to Mr. Rosenstreich will amount to $99,999.99 and will be interest free. The loan will be used to acquire the 418,410 Shares. The loan will have a term of 10 years from the date the loan is made subject to early repayment in the event that Mr. Rosenstreich ceases to be employed by the Group or when Mr. Rosenstreich sells the 418,410 Shares obtained using the loan. The 418,410 Shares acquired using the loan will be subject to a CHESS Holding Lock which will effectively prevent the Shares from being transferred unless the loan is either repaid or the Shares are sold to enable the loan to be repaid. The loan will also be of limited recourse such that upon termination of a loan the maximum liability of Mr. Rosenstreich in respect of the loan shall be the lesser of: (i) $99,999.99 less any repayments made by Mr. Rosenstreich; and (ii) the market value of the 418,410 Shares acquired with the loan funds as at the date of repayment of the loan less any repayments made by Mr. Rosenstreich. Any dividends paid in respect of the Shares acquired using the loan will be automatically directed towards repaying the loan. Mr. Rosenstreich will be entitled to exercise any voting rights attached to 418,410 Shares acquired using the loan.

EXPLANATORY STATEMENT

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7.3 CORPORATIONS ACT APPROVAL

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.

Mr. Rosenstreich is a Director of the Company and deemed to be a related party of the Company. Approval is therefore sought under Resolution 6 pursuant to section 208 of the Corporations Act.

7.4 LISTING RULE APPROVAL

Chapter 10 of the ASX Listing Rules contains provisions in relation to transactions between a company and „persons in a position of influence‟. Listing Rule 10.14 provides that a company must not issue equity securities under an employee incentive scheme to a director of the entity, an associate of a director or to a person whose relationship with a director or an associate of a director is, in ASX's opinion, such that shareholder approval should be obtained without the approval of the holders of ordinary securities by ordinary resolution.

Mr. Rosenstreich is a Director of the Company. Approval is therefore sought under Resolution 6 for the purposes of fulfilling the requirements of ASX Listing Rule 10.14.

7.5 ADDITIONAL INFORMATION

The following information is provided in accordance with Listing Rule 10.15 and section 219 of the Corporations Act to help shareholders assess the merits of this Resolution:

Maximum Number of Shares to be issued : 418,410 Shares.

Issue Price : The Shares will be issued at $0.239 per Share.

Allottee : Mr. Michael Rosenstreich (or nominee).

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

Terms of the Loan: Refer to Section 7.2 above for the terms of the loan of $99,999.99 proposed to be granted to Mr. Rosenstreich which will be used for payment for the 418,410 Shares at $0.239 per Share. Terms of the Shares : The Shares to be issued will rank equally in all respects with the Shares currently on issue. The 418,410 Shares acquired using the loan will be subject to a CHESS Holding Lock and placed under voluntary escrow which will effectively prevent the Shares from being transferred unless the loan is either repaid or the Shares are sold to enable the loan to be repaid.

Allotment Date/Date of Issue : The allotment will occur on a single date no later than 12 months 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 : A loan is proposed to be granted to Mr. Rosenstreich pursuant to the terms and conditions of the Scheme and as detailed in Section 7.2 above, which will be used for payment of the Shares. The granting of this loan will therefore have no effect on the Company's cashflow. Upon issue of the Shares to Mr. Rosenstreich, the Company's books of account will reflect an increase in contributed equity and, until such time as the loan is repaid, a current asset in the form of the loan outstanding from Mr. Rosenstreich. Upon the repayment of the loan by Mr. Rosenstreich, the funds received will be available to the Company as working capital.

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

Nature of the Financial Benefit : The issue of 418,410 Shares at $0.239 per Share.

Value of the Financial Benefit : The 418,410 Shares are being issued at $0.239 per Share amounting to $99,999.99 and a loan to the value of $99,999.99 is proposed to be granted to Mr. Rosenstreich pursuant to the terms and conditions of the Scheme and as otherwise on the terms and conditions detailed in this Explanatory Statement which will be used to acquire the 418,410 Shares.

Existing Interest in Securities : At the date of the Notice of Annual General Meeting, Mr. Rosenstreich has a relevant interest in a total of 1,468,897 Shares (approximately 0.9% of the Shares on issue as at the date of the Notice of Annual General Meeting), 300,000 unquoted options exercisable at 27.5 cents each on or before 22 December 2011, 300,000 unquoted options exercisable at 26 cents each on or before 31 December 2012, 300,000 unquoted options exercisable at 28.5 cents each on or before 31 December 2012 and 300,000 unquoted options exercisable at 30.5 cents each on or before 31 December 2012.

Remuneration : Mr. Rosenstreich is retained via an employment contract dated 22 September 2008 and is valid to 30 June 2011 and his cash remuneration is subject to annual review which includes setting short term incentive milestones. Mr. Rosenstreich‟s annual review for the 30 June 2010 year was undertaken in late September 2010 and his base salary inclusive of superannuation was increased from $350,000 to

EXPLANATORY STATEMENT

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$400,000 per annum effective 1 July 2010. Mr. Rosenstreich is also entitled to receive incentives of up to $100,000 upon meeting certain short term milestones. Mr. Rosenstreich‟s agreement entitles Mr. Rosenstreich to participate in the Company‟s Plan and Scheme.

Other Interests: Mr. Rosenstreich has no other interests in the Company other than those disclosed above. Dilution Effect : The issue of the 418,410 Shares 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 issue of the 418,410 Shares. Participation in the Scheme: Participation in the Scheme is limited to permanent full time and permanent part time employees of the Group (including Directors). The Scheme is attached as Annexure C to this Notice of Annual General Meeting.

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 Shares under the terms and conditions of the Scheme to Mr. Rosenstreich is reasonable and recognises and rewards his performance in the financial year ended 30 June 2010 and will benefit his ongoing dedication and commitment to the Company and recommend that Shareholders vote in favour of this Resolution.

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 6.

8. RESOLUTION 7: INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

Resolution 7 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 by $100,000 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. On 8 October 2010, 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.

EXPLANATORY STATEMENT

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9. RESOLUTION 8: ADOPTION OF CONSTITUTION

Resolution 8 asks Shareholders to approve a special resolution adopting a new Constitution in substitution for the existing Constitution of the Company. The Company's present Constitution was first adopted on 7 July 2004. A special resolution requires votes for the resolution of at least 75% of the votes cast by members entitled to vote on the resolution in order to be passed.

9.1 PRINCIPAL AMENDMENT

On 28 June 2010, the Corporations Amendment (Corporations Reporting Reform) Act received Royal Assent which amends provisions within the Corporations Act dealing with the payment of dividends. The new section 254T of the Corporations Act introduces a new test which enhances the flexibility in paying a dividend as, under the provisions, dividends can now be paid other than out of profits. The section provides that a company may not pay a dividend unless:

the company‟s assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
the payment of the dividend is fair and reasonable to the company‟s shareholders as a whole; and
the payment of the dividend does not materially prejudice the company‟s ability to pay its creditors.

Therefore a company that has a profit but which has a deficiency in net assets will no longer be able to declare a dividend to its shareholders.

The proposed amendments to the Constitution remove rules which restrict payments of dividends only from profits and permit Directors to determine the time and amount of a dividend.

9.2 OTHER MINOR AMENDMENTS

As the Company is proposing to amend its Constitution by Resolution 8 in order to accommodate the recent change in the law regarding the payment of dividends, the Directors believed it was an opportune time to tidy up some minor outdated aspects of the Constitution.

The minor amendments to the Constitution are proposed to deal with the following matters:

the change of the Company's name from "Resource Finance Investments Limited" to "Bass Metals Limited" on 18 January 2006;
the change from "Australian Stock Exchange" to "Australian Securities Exchange";
the change from the "SCH Business Rules", and associated references, to the "ASTC Settlement Rules"; and
minor typographical errors.

9.3 GENERAL

The new Constitution complies with the Listing Rules and the Corporations Act and is consistent with constitutions for publicly listed companies in Australia.

Copies of the current and proposed Constitution are available for perusal by shareholders at the Company's registered office or via the internet at www.bassmetals.com.au.

A copy of the changes to the current Constitution is attached as Annexure D.

The Directors unanimously recommend that shareholders vote to approve Resolution 8 and adopt the proposed new Constitution for the Company.

10. 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	$0.33	12,	14 and 21 October 2009
Low	$0.16		24 August 2010
Last Sale	$0.24		8 October 2010

EXPLANATORY STATEMENT

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11. 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.

12. 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 Australian Securities Exchange operated by 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).

Directors means the directors of the Company from time to time and Director means any one of them.

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

Financing Option means an option to subscribe for a Share issued pursuant to Resolution 3 under the terms and conditions detailed in Annexure A.

Group means the Company and its subsidiary.

Listing Rules means the Listing Rules of ASX.

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

Option means an option issued under the Bass Metals Ltd Performance Incentive Plan to subscribe for a Share.

Performance Right means a right granted under the Bass Metals Ltd Performance Incentive Plan to acquire a Share on the terms set out in the Plan.

Plan means the Bass Metals Ltd Performance Incentive Plan attached as Annexure B to this Notice of Annual General Meeting.

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.

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

Section means a section contained in this 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.

Scheme means the Bass Metals Ltd Employee Share Loan Scheme attached as Annexure C to this Notice of Annual General Meeting.

EXPLANATORY STATEMENT

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Annexure A

TERMS AND CONDITIONS OF THE FINANCING OPTIONS ISSUED PURSUANT TO RESOLUTION 3

The 3,000,000 Financing Options issued to RMB Australia Holdings Limited were issued pursuant to the following terms and conditions:

i. No consideration was payable for the issue of the Financing Options.
ii. The exercise price payable by the optionholder on the exercise of the Financing Options is $0.228 per Financing Option ( Exercise Price ).
iii. Financing Options that have not been exercised in accordance with these terms will lapse at 5.00pm on the day which is 3 years after the date on which those Financing Options have been issued under the Facility Agreement, being 22 September 2013 ( Expiry Date ).
iv. In relation to an Option, the optionholder may, subject to paragraphs 5 to 8 (inclusive), exercise that Option at any time before 5:00pm (Melbourne time) on the Expiry Date ( Exercise Period ).
v. If the optionholder proposes to give the Borrower a notice of exercise, it must first give the Borrower prior notice (Consultation Notice) and must consult with the Borrower regarding the proposed notice of exercise in accordance with paragraphs 6 to 8 (inclusive) before it can give the notice of exercise.
vi. If at the time the Borrower receives the Consultation Notice there is excluded information (as defined in section 708A(7) of the Corporations Act) in respect of the Borrower ( Excluded Information ), the Borrower must, within 2 Business Days from receipt of the Consultation Notice, advise the optionholder that there is Excluded Information and the optionholder must, subject to paragraph 7, consult with the Borrower regarding the proposed exercise of notice for a period of 15 Business Days.
vii. If at the time the Borrower receives the Consultation Notice or at any time during the consultation period referred to in paragraph 6 there is no Excluded Information, the Borrower must, within 2 Business days from receipt of the Consultation Notice, advise the optionholder accordingly and the optionholder may then give the proposed notice of exercise on the next Business Day.
viii. If after giving a Consultation Notice the optionholder does not give a notice of exercise within 2 Business Days of the expiry of the periods referred to in paragraphs 6 or 7 (as applicable), the optionholder must again comply with paragraph 5 before giving a notice of exercise.
ix. Subject to paragraphs 5 to 8 (inclusive), the Financing Options are exercisable by lodging with the Company during the Exercise Period:
a written notice of exercise of Financing Options specifying the number of Financing Options being exercised ( Exercise Notice );
a cheque, or other evidence satisfactory to the Company of payment of the Exercise Price for the number of Financing Options being exercised; and
the certificate for those Financing Options, for cancellation by the Company,
provided that, unless the Borrower agrees otherwise, no more than 3 Exercise Notices may be given in respect of all the options issued pursuant to clause 7 of the Facility Agreement.
x. Within 2 Business Days of receipt of an Exercise Notice accompanied by the Exercise Price the Company will allot the number of Shares specified in the Exercise Notice to the relevant optionholder. Within 5 Business Days of the issue of Shares, the Company will:
procure that the relevant optionholder is issued a CHESS holding statement or issuer-sponsored holding statement in respect of the allotted Shares;
lodge with ASX a notice in accordance with section 708A(5) and (6) of the Corporations Act in relation to the issue of the Shares or, if the Company is unable to comply with each of the obligations required to issue such a notice, lodge a disclosure document complying with part 6D.2 of the Corporations Act within a further 30 Business Days;
cancel the certificate for the Financing Options being exercised; and
if applicable, issue a new certificate for any unexercised Financing Options to the relevant optionholder.
xi. The Company will not apply for official quotation by ASX of the Financing Options.
xii. The Company must apply for official quotation on the ASX of any Shares issued on exercise of an Option, immediately upon, and in any event no later than 2 Business Days after, the Shares are issued and allotted. When issued on exercise of an Option, any Shares must be of the same class, and rank equally with, other Shares on issue as at that date.

EXPLANATORY STATEMENT

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xiii. In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the issued capital of the Company after the issue of Financing Options but before the expiry or exercise of any Financing Options, the number of Financing Options to which the optionholder is entitled or the Exercise Price of the Financing Options or both will be reconstructed (as appropriate) in accordance with the ASX Listing Rules. For the avoidance of doubt, the rights of an optionholder may be changed to the extent (but only to the extent) necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
xiv. There are no participating rights or entitlements inherent in the Financing Options and the optionholder will not be entitled to participate in new issues of capital offered to shareholders of the Company during the currency of the Financing Options until those Financing Options are exercised and Shares are allotted and issued in accordance with the Facility Agreement and the terms of this Option Certificate. However, the Company will ensure that for the purpose of determining entitlements to any issue of capital of that kind, the Company will give the optionholder 10 Trading Days notice of any new issue of capital before the record date for determining entitlements to the issue of capital in accordance with the ASX Listing Rules. This will give the optionholder the opportunity to exercise that portion of the Financing Options which the optionholder is entitled to exercise before the record date for determining entitlements to participate in any issue of capital.
xv. If, after the issue of the Financing Options but before the expiry of any Financing Options, the Company makes an issue of Shares to the holders of Shares by way of capitalisation of profits or reserves (bonus issue) other than in lieu of a dividend payment, then on exercise of the Financing Options, the optionholder will be entitled to have issued to it (in addition to the Shares which the optionholder is otherwise entitled to be issued on exercise of the Financing Options) additional Shares in the Company. The number of additional Shares is the number of Shares which would have been issued to the optionholder under the bonus issue (“Bonus Shares”) if on the date on which entitlements for the bonus issue were calculated, it had been registered as the holder of the number of Shares which it would have been registered as holder of if immediately before that date it had exercised its Financing Options and been issued the Specified Shares. The Bonus Shares will be paid up by the Company out of profits or reserves (as the case may be) in the same manner as was applied in relation to other Shares allotted upon exercise of the Financing Options.
xvi. Subject to paragraph 13, the optionholder is entitled to sell, assign or transfer all or any part of the Financing Options (and if in part, in minimum transfer amounts of 500,000 Financing Options) to any person or persons provided that the transferee of the Financing Options is a person to whom an offer of Financing Options may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act.
xvii. If the optionholder has issued 2 Exercise Notices in respect of part of the options issued pursuant to clause 7 of the Facility Agreement, the optionholder may only exercise its rights under paragraph 12 in respect of all of the remaining Financing Options.

xviii. An optionholder will have the right to attend, but (subject to the Corporations Act) not to vote at, general meetings of Share holders.

EXPLANATORY STATEMENT

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Annexure B

BASS METALS LTD PERFORMANCE INCENTIVE PLAN

(Adopted by the Board of Directors on 8 October 2010)

PART A – INTRODUCTION

1. NAME OF PLAN

1.1 This Plan shall be called the Bass Metals Ltd Performance Inventive Plan 2010 ("Plan").

2. DEFINITIONS AND INTERPRETATION

2.1 In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Allocate" means granting an option or other right to acquire unissued Shares, or if there is no such grant, the issue and allotment of Shares;

"Application Form" means an application form by which an Eligible Person or a Permitted Nominee can accept an Invitation or an Offer, as the case may be, in such form as the Board may approve from time to time;

"ASIC" means the Australian Securities and Investments Commission;

"Associated Company" means at any time any body corporate that at that time:

(a) is a related body corporate of the Company within the meaning of section 50 of the Corporations Act;
(b) has voting power in the Company of not less than 20%; or

(c) the Company has voting power of not less than 20% in it; "ASX" means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX;

"Bid Period", in relation to a takeover bid in respect of Shares, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

"Blackout Period" has the meaning given to that term in the Securities Trading Policy;

"Board" means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

"Business Day" means a day on which banks are open for business in Perth excluding a Saturday, Sunday or public holiday;

"Certificate" means the certificate issued in accordance with clause 11.1 by the Company to a Holder in respect of an Option or a Performance Right, respectively;

"Change of Control Event" means:

(a) a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or (b) a shareholder, or a group of associated shareholders, becoming entitled to sufficient Shares to give it or them the ability in general meeting, to replace all or a majority of the Board; or

(c) an application is made under section 411 of the Corporations Act or a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company;

"Company" means Bass Metals Ltd ACN 109 933 995;

"Constitution" means the constitution of the Company;

"Corporations Act" means the Corporations Act 2001 (Cth);

"Director" means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

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EXPLANATORY STATEMENT

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"Eligible Person" means a Director or any full or part-time continuing employee of a Group Company (including bodies corporate), or a casual employee or contractor if permitted by ASIC, whom the Board otherwise determines in its absolute discretion is to participate in the Plan;

"Exercise Condition" means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

"Exercise Price" means, in respect of an Option, the subscription price per Share, determined in accordance with clause 7.2, payable by a Holder on exercise of the Option;

"Expiry Date" means, in relation to an Option or Performance Right, the date determined by the Board prior to the offer of the relevant Option or Performance Right, subject to any restriction in the Corporations Act from time to time, but in any event no longer than 5 years from the Issue Date;

"Group" means the Company and its Subsidiaries and Associated Companies (if any) from time to time and a "Group Company" means any one of them;

"Holder" means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option, and in relation to a Performance Right, the holder of that Performance Right (whether an Eligible Person or a Permitted Nominee);

"Incentives" means Options issued and/or Performance Rights granted under the Plan;

"Invitation" means an invitation to participate in the Plan in respect of a Performance Right in accordance with clause 8;

"Issue Date" means the date on which the Company issues an Option or grants a Performance Right, as the case may be;

"Law" means the laws of the Commonwealth of Australia;

"Legal Personal Representative" means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person;

"Listing Rules" means the Official Listing Rules of ASX as they apply to the Company from time to time;

"Market Value" means, if the Company is admitted to the official list of ASX:

(a) the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or

(b) in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;

"Offer" means an invitation to an Eligible Person made by the Company under clause 7 to apply for an issue of Options;

"Offer Period" means the period of time specified in an Offer or Invitation (as required by clause 9.2) within which the recipient of an Offer or Invitation must return the Application Form in respect of the Offer or Invitation;

"Official Quotation" has the meaning ascribed to it in the Listing Rules;

"Option" means an option issued under the Plan to subscribe for a Share;

"Participant" means a person who holds Options or Performance Rights issued under the Plan and includes, if a Participant dies or becomes subject to a legal disability, the Legal Personal Representative of the Participant;

"Performance Hurdles" means the conditions relating to the performance of the Company or the Group (and the manner in which those conditions will be tested) for the purposes of determining the number of a Participant's Performance Rights which will be exercised, as set out in the Invitation;

"Performance Period" means the period set out in the Invitation for the purpose of determining the extent (if any) to which the Performance Hurdles have been met;

"Performance Right" means a right granted under clause 9.3 to acquire a Share on the terms set out in the Plan for the relevant Performance Period, subject to the Performance Hurdles;

"Permitted Nominee" has the meaning given to it by clause 9.3(b);

EXPLANATORY STATEMENT

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"Plan" means the Bass Metals Ltd Performance Incentive Plan 2010 established in accordance with these Rules;

"Redundancy" means, in relation to an Eligible Person, a determination by the board of a Group Company that the Group Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of the Company of his or her own accord);

"Retirement" means, in relation to an Eligible Person, retirement by that Eligible Person from a Group Company at age 60 or over or such earlier age as considered appropriate by the board of that Group Company;

"Rules" means these rules, as amended from time to time;

"Security Interest" means a mortgage, charge, pledge, lien or other encumbrance of any nature;

"Series" means, in relation to Options, Options with a common Issue Date;

"Securities Trading Policy" means the Company's securities trading policy as published on the Company's website;

"Share" means a fully paid ordinary share in the capital of the Company;

"Specified Reason" means Retirement, Total and Permanent Disablement, Redundancy or death;

"Subsidiary" means a body corporate which is a subsidiary of the Company within the meaning of section 9 of the Corporations Act;

"Tax" means any tax, levy, impost, GST, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semi-governmental or judicial entity or authority together with any interest, penalty, fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing;

"Test Date" in relation to a Performance Right means the date at which Performance Hurdles are to be measured to determine whether that Performance Right becomes a Vested Performance Right;

"Total and Permanent Disablement" means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board and with effect on a date determined by the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience;

"Trading Window" has the meaning given to that term in the Securities Trading Policy;

"Unvested Performance Right" means a Performance Right which has not yet vested in accordance with the Plan; and

"Vested Performance Right" means a Performance Right which is determined to have vested in accordance with the Plan.

2.2 In these Rules, unless a contrary intention appears:

(a) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;

(b) the singular includes the plural and vice versa;

(d) an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these Rules.

3. ESTABLISHMENT AND TERMINATION OF THE PLAN

3.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.

3.2 The Board may at any time it considers appropriate, and at its complete discretion, suspend for any period it determines, or terminate, the Plan without notice to Participants. The suspension or termination of

EXPLANATORY STATEMENT

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the Plan will not affect any existing issues of Options or grants of Performance Rights already made under the Plan and the terms of the Plan will continue to apply to such issues and grants.

3.3 The Board may not issue any further Options or grant any further Performance Rights after the Plan has been terminated. However, these Rules will continue to apply to Options or Performance Rights on issue at the date of such termination until the last of those Options or Performance Rights lapses or is exercised.

4. PURPOSE OF PLAN

4.1 The purpose of this Plan is to:

(a) provide Eligible Persons with an additional incentive to work to improve the performance of the Company;

(b) attract and retain Eligible Persons essential for the continued growth and development of the Company;

(c) promote and foster loyalty and support amongst Eligible Persons for the benefit of the Company; and (d) enhance the relationship between the relevant Group Company and the Eligible Persons for the long term mutual benefit of all parties.

5. OPERATION OF THE PLAN

5.1 The Plan operates according to these Rules which bind the Company and each Participant.

5.2 The Company shall not offer or issue Options or grant Performance Rights to any Eligible Person in accordance with the Plan if the total number of Shares to be issued on exercise of Options or Performance Rights the subject of the Offer, when aggregated with:

(a) the number of Shares in the same class which would be issued were each outstanding offer or Option or Performance Right, being an offer made or Option or Performance Right acquired pursuant to the Plan, or any other employee share scheme extended only to Eligible Persons, exercised; and

(b) the number of Shares issued during the previous five years pursuant to the Plan or any other employee share scheme extended only to employees or Directors of the Company; but disregarding any offer made, or Option or Performance Right acquired or Share issued by way of or as a result of:

(d) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
(e) an offer made under a disclosure document,

would exceed 5% of the total number of issued Shares as at the time of the offer or issue.

6. ELIGIBILITY

6.1 Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation. In making that determination, the Board must consider, where appropriate:

(a) the seniority of the Eligible Person and the position the Eligible Person occupies within the Group;

(b) the length of service of the Eligible Person with the Group;
(c) the record of employment of the Eligible Person with the Group;
(d) the contractual history of the Eligible Person with the Group;
(e) the potential contribution of the Eligible Person to the growth of the Group;

(f) the extent (if any) of the existing participation of the Eligible Person (or any Permitted Nominee in relation to that Eligible Person) in the Plan; and

(g) any other matters which the Board considers relevant.

6.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions.

EXPLANATORY STATEMENT

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6.3 Unless otherwise determined by the Board having regard to the potential contribution of a person to the business of the Group and any other relevant factors, no Eligible Person shall be entitled to participate in the Plan unless that Eligible Person has been in continuous employment with, or an officer of a Group Company for, at least 12 months prior to the Issue Date.

PART B – OFFER OF INCENTIVES

7. OFFER OF OPTIONS AND EXERCISE PRICE

7.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may in its absolute discretion offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate. Each Offer must be in writing and state:

(a) the date of the Offer;
(b) the name and address of the Eligible Person to whom the Offer is made;
(c) the number of Options offered;

(d) that the Eligible Person to whom the Offer is addressed may accept the whole or any lesser number of Options offered;

(e) the minimum number of Options and any such multiple of such minimum or any other number which may be accepted;

(f) the period within which the Offer may be accepted, and the period or periods during which the Options or any of them may be exercised and their Expiry Date;

(g) any Exercise Conditions;

(h) the Exercise Price of each Option or where the Exercise Price is determinable at some time in the future by reference to a formula, the equivalent price were that formula applied as at the date of the Offer;

(i) the method of calculation of the Exercise Price;

(j) an undertaking and an explanation of the way in which the Company will during the Offer Period, within a reasonable period of the Eligible Person so requesting, make available to the Eligible Person, the closing market price on the previous day of trading of the Shares underlying the Option or any information relevant to calculating the Exercise Price referred to in clause 7.1(i) above, if reference to a formula;

(k) a copy of these Rules;

(l) confirmation that the offer document has been or will be provided to ASIC within seven days after the provision of this material to the Eligible Person; and

(m) any other matters which the Board may determine.

7.2 (a) The method of calculation of the Exercise Price of each Option will be determined by the Board with regard to the Market Value of the Shares when it resolves to offer the Option.

(b) The Exercise Price of each Option will be determined by the Board when it resolves to offer the Option and will be not less than 80% of the Market Value of the Shares.

8. INVITATION TO PARTICIPATE WITH RESPECT TO PERFORMANCE RIGHTS

8.1 Invitations

Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may in its absolute discretion issue Invitations to any Eligible Person at such times and on such terms as the Board considers appropriate. Each Invitation must be in writing and state:

(a) the date of the Invitation;
(b) the name and address of the Eligible Person to whom the Invitation is made;

(c) the number of Performance Rights the subject of the Invitation which will be vested and be exercised if Performance Hurdles are met;

(d) that the Eligible Person to whom the Invitation is addressed may accept the whole or any lesser number of Performance Rights the subject of the Invitation;

EXPLANATORY STATEMENT

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(e) the minimum number of Performance Rights and any such multiple of such minimum or any other number which may be accepted;

(f) the Performance Hurdles and Performance Period;

(g) the approximate Test Date(s) in respect of the Performance Rights;

(h) the Expiry Date;

(i) the time period in which to accept the Invitation by returning a duly completed Application Form;

(k) a copy of these Rules;

(l) confirmation that the offer document has been or will be provided to ASIC within seven days after the provision of this material to the Eligible Person; and

(m) any other matters which the Board may determine.

8.2 Invitations may be made by the Board on a differential basis to Eligible Persons, different classes of Eligible Persons or to Eligible Persons within the same class, as the case may be.

ACCEPTING OFFERS AND INVITATIONS

9.1 Upon receipt of an Offer or Invitation, an Eligible Person may, within the time period and as otherwise specified in the Offer or Invitation:

(a) accept the whole or any lesser number of Options or Performance Rights offered by giving to the Company an Application Form; or

(b) nominate a nominee in whose favour the Eligible Person wishes to renounce the Offer or Invitation by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an Offer or Invitation in favour of a nominee without giving any reason for such decision.

9.2 If an Application Form in respect of an Offer or an Invitation is not returned within the time specified or otherwise in accordance with the requirements set out in the Offer or the Invitation, the Board may nevertheless in its sole discretion treat any Application Form received from an Eligible Person (or their nominee) as being returned in accordance with clause 9.1.

9.3 Upon:

(a) receipt of the Application Form referred to in paragraph 9.1(a); or

(b) the Board resolving to allow a renunciation of an Offer or Invitation in favour of a nominee ("Permitted Nominee") and the Permitted Nominee accepting the whole or any lesser number of Options or Performance Rights offered by giving the Company an Application Form,

and subject to approval by the Board, then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be issued Options or granted Performance Rights subject to these Rules.

9.4 If Options or Performance Rights are issued to a Permitted Nominee of an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules. 9.5 On the issue of Options or grant of Performance Rights following receipt by the Company of an Application Form, an Eligible Person or the Permitted Nominee, as the case may be, becomes a Participant.

9.6 For the avoidance of doubt:

(a) the Board in its sole discretion can refuse to allow an Eligible Person (or their Permitted Nominee) to participate in the Plan even though a duly completed Application Form is received from the Eligible Person (or their Permitted Nominee) in accordance with clause 9.1;

(b) an Eligible Person has no entitlement to the issued Options or granted Performance Rights unless and until such Options are issued or Performance Rights are granted;

(c) unless and until Options are exercisable or Performance Rights have vested, and the relevant Shares are either issued or transferred to that Participant as a result of that exercise, a Participant has no interest in those Shares.

EXPLANATORY STATEMENT

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10. NO CONSIDERATION

10.1 No consideration is payable by an Eligible Person for an issue of Options or a grant of Performance Rights, unless the Board decides otherwise.

11. CERTIFICATES

11.1 The Company must give a Participant one or more Certificates stating:

(a) the number of Options issued or Performance Rights granted to the Participant; and
(b) in respect of Options:
(i) the Exercise Price of those Options; and
(ii) the Issue Date of those Options.
11.2 The Certificates for Incentives will be dispatched within 10 Business Days after their Issue Date.

12. QUOTATION

12.1 The Company will not apply for Official Quotation of any Options or Performance Rights.

12.2 If the Shares have been granted Official Quotation by ASX, the Company must apply for Official Quotation of all Shares allotted pursuant to the exercise of Options or Performance Rights within the time required by the Listing Rules and not later than 10 Business Days after the date of allotment.

13. NOT TRANSFERABLE

13.1 Subject to clause 17.4, Options or Performance Rights are not transferable, except with the approval of the Board.

13.2 Subject to clause 13.1, Participants will not grant any Security Interest in or over or otherwise dispose of or deal with any Options or Performance Rights or any interest in them until the relevant Shares are either issued or transferred to that Participant, and any such Security Interest or disposal or dealing will not be recognised in any manner by the Company.

14. EXERCISE OF OPTIONS AND EXERCISE OF OR VESTING OF PERFORMANCE RIGHTS

14.1 Subject to any Exercise Conditions, Performance Hurdles and the terms of the Securities Trading Policy, Options or Performance Rights may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date. 14.2 Notwithstanding paragraph 14.1, all Options and Performance Rights may be exercised at any time after a Change of Control Event has occurred.

14.3 Subject to these Rules and the Listing Rules, the Board may, at its discretion, by notice to the Participant reduce, waive or vary (provided such variation is not adverse to the Participant) the Exercise Conditions attaching to Options or the Performance Hurdles attaching to Performance Rights in whole or in part at any time and in any particular case.

14.4 From and including the date of allotment of any Shares to the Participant upon exercise of the Options or Performance Rights the Participant will be:

(a) the beneficial owner of those Shares;

(b) bound by the Constitution; and

(c) entitled to deal with those Shares as beneficial owner subject to the Corporations Act, the Constitution and the Listing Rules.

OPTIONS

14.5 Options may only be exercised by the Participant giving notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and the Exercise Price for the Options specified in the notice and must be accompanied by:

(a) the Certificate for those Options, for cancellation by the Company; and

(b) a cheque payable to the Company (or another form of payment acceptable to the Board) in the amount of the product of the number of Options then being exercised by the Participant and the Exercise Price.

EXPLANATORY STATEMENT

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The notice is only effective (and only becomes effective) when the Company has received value for the full amount referred to in paragraph (b) (for example, if the full amount referred to in paragraph (b) is paid by cheque, clearance of that cheque).

14.6 Subject to clause 15, within 10 Business Days after the notice referred to in clause 14.5 becoming effective, the Company must:

(a) allot and issue to the Participant the number of Shares to be issued in respect of the Options (as adjusted under clause 18 (if relevant)) being exercised as specified in the notice credited as fully paid;

(b) cancel the Certificate for the Options being exercised; and (c) if applicable, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.

PERFORMANCE RIGHTS

14.7 Performance Hurdles

The Performance Hurdles applicable to any Performance Period relating to Performance Rights shall be as set out in the Invitation, including the Test Date (or Test Dates), and shall be as determined by the Board in its absolute discretion from time to time.

14.8 Determination of number of Vested Performance Rights
(a) As soon as reasonably practicable after each Test Date (or Test Dates) applicable to any Performance Period, the Board shall determine in respect of each Participant as at that Test Date:
(i) whether, and to what extent, the Performance Hurdles applicable up to that Test Date have been satisfied;
(ii) the number of Performance Rights (if any) that will become Vested Performance Rights as at that Test Date;

(iii) the number of Performance Rights (if any) that will lapse as a result of the non-satisfaction of Performance Hurdles as at that Test Date; and

(iv) the number of Performance Rights (if any) in respect of the Performance Period that continue as Unvested Performance Rights,

and shall provide written notification to each Participant as to that determination.

14.9 Unvested Performance Rights

Until the Board has made a determination that a Performance Right has become a Vested Performance Right in accordance with clause 14.8, all Performance Rights remain at all times Unvested Performance Rights.

14.10 Automatic Issue of Shares for Vested Performance Rights

Upon determination of the Vested Performance Rights in accordance with clauses 14.8 or 17.1(b) as the case may be, Shares will automatically be issued to the Participant or their Nominee unless the Company is in a "Blackout Period", or the Company determines in good faith that to issue the Shares may breach the Corporations Act in respect of insider trading, in which case the Company will:

(a) allot and issue to the Participant the number of Shares to be issued in respect of which the Performance Rights have vested (as adjusted under clause 18 (if relevant)) credited as fully paid;

(b) cancel the certificate for the Performance Rights being exercised; and
(c) if applicable, issue a new certificate for any remaining Performance Rights,

as soon as reasonably practicable thereafter

14.11 Exercise of Performance Rights

Unless otherwise provided in the Invitation, no amount shall be payable by a Participant on the automatic exercise of Performance Rights.

15. TIME LAPSE OF INCENTIVES

Subject to clause 17 and unless otherwise determined by the Board:

(a) an Option not validly exercised on or before the Expiry Date will automatically lapse; and

EXPLANATORY STATEMENT

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(b) a Performance Right lapses on the earlier to occur of:
(i) where Performance Hurdles have not been satisfied on the Test Date - the date the Board makes a determination under clause 14.8(a)(iii) that the Performance Right will lapse; and
(ii) the Expiry Date.

16. SHARES ALLOTTED ON EXERCISE OF OPTIONS OR PERFORMANCE RIGHTS

16.1 All Shares allotted upon exercise of the Options or Performance Rights will comprise Shares newly issued by the Company and will rank equally in all respects with Shares previously issued and, in particular, entitle the holders of Shares to participate fully in:

(a) dividends declared by the Company after the date of allotment; and
(b) all issues of securities made or offered pro rata to holders of Shares.

17. CEASING TO BE AN ELIGIBLE PERSON

17.1 Unless otherwise determined by the Board at its sole and absolute discretion and subject to Listing Rule 6.12, if any Options are issued subject to Exercise Conditions or any Performance Rights are issued subject to Performance Hurdles, and prior to satisfaction of the Exercise Conditions of Options (such that the Options are not exercisable) or prior to the satisfaction of the Performance Hurdles of Performance Rights (such that they remain Unvested Performance Rights), an Eligible Person ceases to be an Eligible Person then:

(a) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, any such Options or Performance Rights held by such Eligible Person, or if appropriate, his or her Permitted Nominee, will automatically lapse; and

(b) if the Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options or Performance Rights held by him or her within:

(i) 3 months of the date of (as the case may be) Retirement, Redundancy, death or Total and Permanent Disablement; or

(ii) such longer period as the Board determines,

subject to the Board and subject to the Listing Rules, in its absolute discretion, reducing, waiving or varying the Exercise Conditions applying to those Options in accordance with clause 14.3 so that those Options may be exercised or determining the extent to which Unvested Performance Rights that have not lapsed will become Vested Performance Rights. Options or Performance Rights the subject of clause 17.1(b) not exercised within the 3 months or the longer period determined by the Board, will automatically lapse.

17.2 Unless otherwise determined by the Board, if an Eligible Person ceases to be an Eligible Person at any time after an Option is or has become exercisable or a Performance Right becomes a Vested Performance Right, then:

(a) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options or Performance Rights held by him or her within:

(i) 3 months of ceasing to be an Eligible Person; or
(ii) such longer period as the Board determines,

and any Options or Vested Performance Rights the subject of this clause not exercised within the 3 months or the longer period determined by the Board, will automatically lapse; and

(b) if an Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee is entitled to exercise any such Option or Vested Performance Right at any time prior to its Expiry Date. 17.3 A certificate signed by the company secretary of the Company and ratified by the Board stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the date of such occurrence.

17.4 Subject to clause 17.1 above, if at any time prior to the Expiry Date of any Options or Performance Rights a Holder dies, the deceased Holder‟s legal personal representative may:

EXPLANATORY STATEMENT

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(a) elect to be registered as the new Holder of the deceased Holder‟s Options or Performance Rights;

(b) whether or not he becomes so registered, exercise those Options or Performance Rights as if he were the Holder of them in accordance with these Rules; and

(c) if the deceased Holder had already given the Company a notice of exercise of his Options, pay the Exercise Price in respect of those Options.

17.5 In exercising its discretion under clause 17, the Board shall have regard to the contribution of the Eligible Person to the relevant Group Company and the circumstances in which the Eligible Person ceased to be an Eligible Person.

18. ENTITLEMENT TO PARTICIPATE IN FUTURE ISSUES

18.1 New Issues

Holders may only participate in new issues of securities to holders of Shares if they have become entitled to exercise their Options or Performance Rights under the Plan and an Option or Performance Right has been exercised and Shares allotted and issued in respect of the Option or Performance Right before the record date for determining entitlements to the issue and then participate as a result of being holders of Shares. The Company must give at least six Business Days‟, and otherwise in accordance with the Listing Rules, notice to Holders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.

18.2 Bonus Issues

If there is a bonus issue ("Bonus Issue") to the holders of Shares, the number of Shares over which an Option or Performance Right is exercisable will be increased by the number of Shares which the Holder would have received if the Option or Performance Right had been exercised before the record date for the Bonus Issue ("Bonus Shares"). The Bonus Shares must be paid up by the Company out of the profits or reserves (as the case may be) in the same manner as was applied in the Bonus Issue and upon issue rank equally in all respects with the other shares of that class on issue at the date of issue of the Bonus Shares.

18.3 Pro Rata Issues

There will be no change to the Exercise Price of an Option or Performance Right (if any) or the number of Shares over which an Option or Performance Right is exercisable in the event of the Company making a pro rata issue of Shares or other securities to the holders of Shares (other than a Bonus Issue).

18.4 Reorganisation of Capital

If, prior to the expiry of any Options or Performance Rights, there is a reorganisation of the issued capital of the Company, then the rights of a Participant (including the number of Options or Performance Rights to which each Participant is entitled and the Exercise Price of an Option) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

18.5 Winding Up

If, prior to the expiry of any Options or Performance Rights, a resolution for a members' voluntary winding up of the Company is proposed (other than the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the Exercise Conditions and Performance Hurdles, the Participants may, during the period referred to in the notice, exercise their Options or Performance Rights.

18.6 Fractions of Shares

For the purpose of this clause 18, if Options or Performance Rights are exercised simultaneously, then the Participant may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

18.7 Calculations and Adjustments

Any calculations or adjustments which are required to be made under this clause 18 will be made by the Board and, in the absence of manifest error, are final and conclusive and binding on the Company and the Participant.

18.8 Notice of Change

In accordance with the Listing Rules, the Company must within a reasonable period give to each Participant notice in writing of any change under clause 18 to the Exercise Price of any Options held by the Participant

EXPLANATORY STATEMENT

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or to the number of Shares which the Participant is entitled to subscribe for on exercise of an Option or Performance Right.

PART C – GENERAL PROVISIONS

19. RIGHTS OF PARTICIPANTS

19.1 Nothing in this Plan or participation in the Plan:

(a) shall form part of any contract of engagement or employment between the Company and any of its employees including a Participant;

(b) affects the rights and obligations of any Eligible Person or Participant under the terms of their office or employment with any Group Company;

(d) confers on any Eligible Person the right to become or remain an Eligible Person or Participant or to participate under the Plan;

(e) will be taken into account in determining an Eligible Person's salary or remuneration for the purposes of superannuation or other pension arrangements;

(f) confers directly or indirectly on any employee any legal or equitable rights whatsoever against the Company;

(g) affects any rights which a Group Company may have to terminate the employment or office of an Eligible Person or Participant or will be taken into account in determining an Eligible Person or Participant's termination or severance pay;

(h) may be used to increase damages in any action brought against any Group Company in respect of any such termination;

(i) confers any responsibility or liability on any Group Company or its directors, officers, employees, representatives or agents in respect of any taxation liabilities of the Eligible Person or Participant;

(j) entitles a Holder to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Holder ceasing to have rights under the Plan as a result of the termination; and

(k) confers a right on any Participant to attend or vote at general meetings of holders of Shares, or to receive dividends paid by the Company to holders of Shares.

20. AMENDMENT, TERMINATION AND SUSPENSION

(a) Subject to the Listing Rules, issues of Options and grants of Performance Rights under this Plan may only be made for a period of 3 years commencing on the date on which the Plan is approved by the Company's shareholders.

(b) Subject to clauses 20(c) and 20(d), the Board may at any time and from time to time by resolution alter the Plan (save for the provisions of clause 5).

(c) Any amendment to the Plan is subject to any restrictions or procedural requirements relating to the amendment of the rules of an employee incentive scheme imposed by the Listing Rules.

(d) If any amendment to be made under this clause 20 would adversely affect the rights of Participants in respect of any Options or Performance Rights then held by them, the Board must obtain the consent of Participants who between them hold not less than 75% of the total number of those Options or Performance Rights held by all those Participants before making the amendment.

(e) The Board may make any additions, variations or modifications to the Rules in relation to the implementation of the Plan, and the specific application of the Rules, to Eligible Persons residing outside Australia.

21. POWERS OF THE BOARD

21.1 The Plan shall be administered by the Board who shall have the power to:

(a) determine appropriate procedures and make regulations from time to time for the administration of the Plan which are consistent with these Rules;

EXPLANATORY STATEMENT

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(b) resolve conclusively all questions of fact or interpretation arising in connection with the Plan;

(c) delegate those functions and powers arising under the Plan it considers appropriate, for the efficient administration of the Plan, to any one or more persons whom the Board reasonably believes to be capable of performing those functions and exercising those powers, for such period and on such conditions as the Board may determine;

(d) take and rely upon independent professional or expert advice in or in relation to the exercise of any of their powers or discretions under these Rules;

(e) administer the Plan in accordance with these Rules as and to the extent provided in these Rules; and

(f) in accordance with clause 20, alter these Rules.

22. NOTICES

22.1 Notices may be given by the Company to any Participant either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him or her to the Company for the giving of notices. Notices for any overseas Participants shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise given under clause 14.5 shall not be deemed to be served on the Company until actually received.

23. ADVICE

23.1 Eligible Persons should obtain their own independent advice at their own expense on the financial, taxation and other consequences to them of or relating to participation in the Plan.

24. GENERAL

24.1 Law, Listing Rules and the Constitution

The Plan and all offers and issues of Performance Rights and Options under the Plan are subject to the Law, the Listing Rules and the Constitution, each as in force from time to time.

24.2 Inconsistency

In the event of any inconsistency between these Rules and the terms set out in a Certificate, these Rules shall prevail.

24.3 Costs and Expenses

The Company will pay all expenses, costs and charges in relation to the establishment, implementation and administration of the Plan, including all costs incurred in or associated with the issue or purchase of Shares (except for taxes which are payable by Participants for the Options or Performance Rights) for the purposes of the Plan. Each Group Company will, if required by the Board, reimburse the Company for any such costs and charges to the extent that they relate to its employees officers or former employees or officers.

24.4 Withholding

(a) If any person (not being the Participant) is obliged as a result of or in connection with the grant, vesting, or exercise of any Performance Rights to account for income tax or employment taxes under any wage, withholding or other arrangements or for any other tax, social security contributions or levy or charge of a similar nature, then that person is entitled to be reimbursed by the Participant for the amounts so paid or payable.

(b) Where clause 24.4(a) applies, the Company is not obliged to pay the relevant amount or issue or transfer the relevant Shares to the Participant, unless the relevant person is satisfied that arrangements have been made for reimbursement. Those arrangements may include, without limitation, the sale, on behalf of the Participant, of Shares issued or transferred or otherwise to be issued or transferred to the Participant and, where this happens, the Participant will also reimburse the costs of any such sale (e.g. stamp duty, brokerage, etc.)

24.5 Data Protection

By returning an Application Form, each Participant consents to the holding and processing of personal data provided by the Participant to any Group Company for all purposes relating to the operation of the Plan. These include, but are not limited to:

EXPLANATORY STATEMENT

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(a) administering and maintaining Participants' records;

(b) providing information to trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan;

(d) transferring information about the Participant to a country or territory outside Australia. 24.6 Error in Allocation

If any Performance Right or Option is provided under this Plan in error or by mistake to a person ("Mistaken Recipient") who is not the intended recipient, the Mistaken Recipient shall have no right or interest, and shall be taken never to have had any right or interest in that Performance Right or Option and those Performance Rights or Options will immediately lapse or expire, as the case may be.

24.7 Dispute

Any disputes or differences of any nature arising under the Plan will be referred to the Board and its decision will be final and binding in all respects.

24.8 Governing Law

(a) This Plan, the rights of Eligible Persons and Participants under the Plan and any Options or Performance Rights issued under the Plan are governed by the laws in force in the State of Western Australia and the Commonwealth of Australia.

(b) Each Participant and the Company irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of Western Australia, the Commonwealth of Australia and Court entitled to hear appeals from those Courts.

EXPLANATORY STATEMENT

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Annexure C

BASS METALS LTD EMPLOYEE SHARE LOAN SCHEME

This Employee Share Loan Scheme was adopted by the Board on 8 October 2010.

1. Definitions and Interpretation

1.1 In these Rules, the following words and expressions have these meanings indicated unless a contrary intention appears:

1.1.1 “Acceptance Form” means a form to accept Shares offered under the Plan in the form annexed to these Rules with any amendment or modification determined from time to time by the Board;
1.1.2 "ASIC" means the Australian Securities and Investments Commission;
1.1.3 “Board” means all or some of the Directors acting as a board of the Company;
1.1.4 “CHESS Holding Lock” means a facility under CHESS that prevents a Participant from Dealing with those Loan Shares otherwise than in accordance with the Plan;
1.1.5 “Company” means Bass Metals Limited (ACN 109 933 995);
1.1.6 “Corporations Act” means the Corporations Act 2001 (Cth);
1.1.7 “Deal” means to sell, dispose of, encumber or otherwise deal with the Shares and “Dealing” has a corresponding meaning;
1.1.8 “Director” means a director of the Company;
1.1.9 “Dividend” means a dividend or similar cash distribution declared or paid with respect to a Loan Share;
1.1.10 “Eligible Employee” means all permanent full time and permanent part time employees of the Group (as defined in section 139GB of the Income Tax Assessment Act 1936), including a director of a body corporate in the Group who holds on a permanent full time or permanent part time basis salaried employment in a body corporate which is in the Group;
1.1.11 “Exchange” means the Australian Securities Exchange, operated by ASX Limited;
1.1.12 “Group” means the Company and its subsidiaries;
1.1.13 “Lender” means the body corporate in the Group that makes the relevant Loan or the assignee of that body corporate;
1.1.14 “Listing Rules” means the official listing rules of the Exchange;
1.1.15 “Loan” means a loan made by a member of the Group under this Plan;
1.1.16 “Loan Share” means:
(a) a Share acquired with a Loan;
(b) a bonus Share deemed to be a Loan Share by virtue of Rule 12.5.
1.1.17 “Market Value” means the value of a Share subscribed for or acquired under the Plan as determined in accordance with Rule 2.4;
1.1.18 “Participant” means a person who elects to participate in the Plan;
1.1.19 “Plan” means this employee share loan scheme;
1.1.20 “Responsible Person” means the person or entity who is responsible for the administration of a Restriction Arrangement. If the Restriction Arrangement is a trust, the Responsible Person is the trustee of that trust or its delegate;
1.1.21 “Restriction Arrangement” means either a trust, a CHESS Holding Lock, or any other suitable arrangement determined by the Board in its absolute discretion to restrict the Participant from Dealing with the Loan Shares in a manner otherwise than in accordance with this Plan;
1.1.22 “Restriction Period”, in respect of a Loan Share, means the period during which the Share is under a Restriction Arrangement as contemplated under Rules 9.1 and 9.2;
1.1.23 “Rules” means these rules governing the operation of the Plan;
1.1.24 “Share” means a fully paid ordinary share in the capital of the Company; and
1.1.25 “Share Registry” means the share registry appointed from time to time by the Company to administer its issuer-sponsored sub-register of holders of Shares.
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EXPLANATORY STATEMENT

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1.2 In these Rules, unless the contrary intention appears:
1.2.1 the singular includes the plural and vice versa;
1.2.2 a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
1.2.3 a reference to a person includes a reference to the person's executors, administrators and successors, a firm or a body corporate; and
1.2.4 a term used in the Business Rules of the Exchange has the same meaning.
1.3 Headings are inserted for convenience and do not affect the interpretation of these Rules.

2. Offer of Shares

2.1 The Board may in its absolute discretion make offers of Shares and, on behalf of the Lender make corresponding Loans, to an Eligible Employee of the Group to which the Board has resolved that the Plan shall for the time being apply. In determining which Eligible Employees will receive offers, and which Eligible Employees will not, the Board may have regard to any matters which it considers relevant, including, without limitation:

2.1.1 the Eligible Employee's length of service, grade or position with the Group;
2.1.2 the contribution to the Group which has been made by the Eligible Employee;
2.1.3 the potential contribution of the Eligible Employee to the Group;
2.1.4 any misconduct or wilful default by an Eligible Employee;
2.1.5 whether the Eligible Employee will continue to be an employee of the Group at or soon after the time of issue of the Shares;
2.1.6 taxation implications for the Group, the Eligible Employee and/or other Eligible Employees participating in the Plan; and
2.1.7 securities and/or employment laws applicable at the time of the offer.
2.2 Shares must be acquired on the terms of these Rules, the Corporations Act and the Listing Rules, and any additional terms as the Board considers appropriate (not being inconsistent with these Rules) and each Eligible Employee will be taken to have agreed to be bound by:
2.2.1 these Rules;
2.2.2 any additional terms imposed under this Rule; and
2.2.3 the constitution of the Company from time to time, on acceptance of any offer of Shares under this Plan.
2.3 The number of Shares offered to each Eligible Employee is the number determined from time to time by the Board in its absolute discretion.
2.4 Shares offered under the Plan will be determined by the Board with regard to the Market Value of the Shares when it resolves to make an offer of Shares.

The Market Value of a Share is to be determined by the weighted average price at which the Shares are traded on the Exchange in the five trading days up to and including the date the Participant is offered that Share, or if there were no transactions on the Exchange in relation to the Shares during the relevant five trading day period:

2.4.1 the last price at which an offer was made on the Exchange in that period; or
2.4.2 if Rule 2.4.1 does not apply, the arm's length value assessed by an independent registered company auditor or otherwise calculated in a manner approved by the Commissioner of Taxation.
2.5 The number of Shares to be issued under this Plan shall be limited to that number of Shares to ensure the Company at all time remains in compliance with ASIC Class Order 03/184 (or any updated or replacement class order).

3. Maximum Value of Shares Issued or Acquired Under the Plan

3.1 The maximum value of Loans provided under this Plan shall be capped to such an amount that would not require the Company to seek approval of the Company's shareholders for the granting of such Loans in accordance with Listing Rule 10.1.

3.2 If, as a result of acceptances received for an offer under this Plan, the Market Value of Shares to be issued to or acquired for Participants would exceed in aggregate the maximum amount set out in Rule 3.1,

EXPLANATORY STATEMENT

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the amount of Shares to be issued or acquired under the Plan to each Participant will be scaled down, in the manner determined by the Board.

4. Restrictions on Offer of Shares

Shares must not be offered under this Plan in a manner that would contravene the Corporations Act or the Listing Rules.

5. Invitations to Participate in the Plan

5.1 The Board may, subject to any approvals of shareholders of the Company required by law or the Listing Rules, and at intervals determined by the Board, invite any Eligible Employee to participate in the Plan.

5.2 The Board may, at the time the Eligible Employee is invited to participate in the Plan, invite or procure the invitation for the Eligible Employee to apply for a Loan under the Plan for the purpose of acquiring the Shares being offered.

6. Loan

6.1 As contemplated in Rule 10, each Loan will be made on a non-recourse basis.

6.2 Each Loan will be interest free unless the Board decides otherwise.
6.3 In sending to the Company a completed Acceptance Form in accordance with Rule 7.1, each Participant irrevocably authorises the Lender to pay directly to the Responsible Person the whole of the Loan to fund Shares to be subscribed for or purchased under the Plan.

7. Acceptance

7.1 To accept an offer of Shares made by the Board and to apply for a Loan under this Plan, the Eligible Employee must send a completed Acceptance Form to the Company.

7.2 The Acceptance Form must be received by the Company within the period for acceptance of the offer made by the Board under this Plan.

7.3 No brokerage, commission, stamp duty or other transaction costs will be payable by the Eligible Employee in respect of any allotment or transfer of Shares under the Plan.

8. Acquisition and allotment of Shares

8.1 Unless the Board otherwise determines, where Shares are to be offered to a Participant under the Plan, the Company will issue the Shares to the Responsible Person for the benefit of the Participant, or if the relevant Restriction Arrangement permits, directly to the Participant.

8.2 If the Board determines, Shares may be purchased on-market by the Responsible Person for the benefit of the Participant under the Plan.

9. Restrictions on Dealings in Shares

9.1 The Responsible Person is authorised to administer a Restriction Arrangement over the Loan Shares provided in accordance with this Plan. Each Loan Share will be subject to a Restriction Arrangement until the earlier of:

9.1.1 full repayment of the Loan amount;

9.1.2 the Lender, in its absolute discretion, forgiving the whole of the outstanding Loan amount;

9.1.3 the Lender or another member of the Group paying that amount in full on behalf of the Participant,

in respect of that Loan Share.

9.2 While there exists a Restriction Arrangement over a Loan Share, the Participant may not Deal with that Loan Share other than in accordance with these Rules.

9.3 On the provision of Loan Shares under the Plan, the Responsible Person must enter the Loan Shares on the Australian issuer-sponsored sub-register of holders of Shares and those Loan Shares must remain entered in the issuer-sponsored sub-register for the duration of the Restriction Period in relation to the Loan Shares.

EXPLANATORY STATEMENT

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9.4 The Responsible Person must instruct the Share Registry to segregate all the Loan Shares provided under the Plan in the issuer-sponsored sub-register and to record in the issuer-sponsored sub-register that the Loan Shares are subject to the Restriction Arrangement for the duration of the Restriction Period applicable to those Loan Shares.

10. Transfer of Shares

10.1 A Participant may at any time give written notice to the Responsible Person that they wish to Deal in their Loan Shares and may require that the Responsible Person transfer the Loan Shares to the Participant if the outstanding amount of the Participant's Loan has been repaid in full or arrangements satisfactory to the Responsible Person are made for repayment to be made out of the proceeds of sale of some or all of the Loan Shares.

10.2 If the Responsible Person transfers Loan Shares pursuant to Rule 10.1, the Responsible Person must apply the proceeds of the sale:

10.2.1 first, in payment of any stamp duty, brokerage and other costs and expenses of the sale incurred by the Responsible Person;
10.2.2 second, in reduction of the outstanding amounts of the corresponding Loan; and
10.2.3 third, the balance (if any) in payment to the Participant.

10.3 The whole of the amount outstanding under a Loan will become immediately due and payable on the giving of written notice by the Lender or the Responsible Person to the Participant on the earliest to occur of:

10.3.1 the 10th anniversary of the date on which the Loan was made; and
10.3.2 the Participant ceasing to be an employee of the Group or notice having been given to that effect.

10.4 On receipt of written notice that the whole of the amount outstanding under a Loan has become due and payable under Rule 10.3, and if the Participant does not make the payment within 30 days of the date of that notice, the Participant irrevocably directs the Responsible Person to sell the Loan Shares on behalf of the Participant. The Responsible Person must apply the proceeds of the sale in the same manner as under Rule 10.2.

10.5 Upon termination of the Loan the maximum liability of the Borrower in respect of the Loan shall be the lesser of:

10.5.1 the original loan to the Borrower plus any accrued interest less any repayments made by the Borrower; and

10.5.2 the market value of the Plan Shares as the date of repayment of the Loan plus any accrued interest less any repayments made by the Borrower.

11. Repayments

11.1 All cash Dividends payable in respect of Loan Shares during the Restriction period relating to those Shares must be applied to repay the amount outstanding under the Loan, and both the Responsible Person on behalf of the Participant and the Company may take all necessary or appropriate steps to ensure that this occurs.

11.2 A Participant may elect to repay the whole or any of the principal amount outstanding under a Loan at any time.

12. Rights attaching to Shares

12.1 Subject to the terms of this Plan, unless otherwise determined at the time of issue by the Board, Shares issued under the Plan rank pari passu in all respects with other Shares on issue at the time of issue of those Shares and carry the same rights and entitlements as those conferred by other Shares.

12.2 Subject to the terms of this Plan, a Participant is entitled to receive all Dividends paid on Loan Shares.

12.3 Any Restriction Arrangement implemented in relation to a Loan Share must enable the relevant Participant to exercise or direct the exercise of any votes attaching to those Loan Shares.

12.4 Subject to Rule 12.5, each Loan Share provided under the Plan confers on the holder the same right to participate in bonus issues by the Company as that conferred by each other Share.

EXPLANATORY STATEMENT

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12.5 When a bonus Share is provided to a Participant during the Restriction Period, the bonus Shares issued in respect of Loan Shares are deemed to be Loan Shares for the purposes of this Plan and will become subject to the Restriction Arrangement (if any) underlying the Shares that precipitated the issue of the bonus Shares.

12.6 Each Loan Share provided under the Plan confers on the holder the same right to participate in any new issues of securities by the Company as that conferred by every other Share.

12.7 New issues of Shares by the Company taken up by holders of Loan Shares issued under the Plan, other than bonus issues, are not subject to the restriction contained in Rule 9.1.

13. Administration of the Plan

13.1 The Plan will be administered by the Board in accordance with these Rules. The Board may make regulations for the operation of the Plan which are consistent with these Rules.

13.2 Any power or discretion which is conferred on the Board by these Rules may be exercised by the Board in the interests or for the benefit of the Company, and the Board is not, in exercising that power or discretion, under any fiduciary or other obligation to any other person.

13.3 Any power or discretion which is conferred on the Board by these Rules may be delegated by the Board for such period and on such conditions as the Board may determine to a committee or anyone or more persons, who need not be or include Directors.

13.4 Every exercise of discretion by the Board (or its delegate) and every decision of the Board as to the interpretation, effect or application of these Rules is final, conclusive and binding.

13.5 The Board may with prior ASIC relief permit a casual employee of the Group to participate in the Plan and such person is deemed to be an Eligible Employee for the purposes of the Plan.

13.6 On application by a Participant the Board may terminate a Restriction Arrangement on compassionate or similar grounds.

14. Rights of Participants

14.1 Nothing in these Rules:

14.1.1 confers on any employee of the Group the right to receive any Shares or Loans;
14.1.2 confers on any employee the right to continue as an employee of the Group;
14.1.3 affects any rights which any member of the Group may have to terminate the employment of any employee; or
14.1.4 may be used to increase damages in any action brought against any member of the Group in respect of the termination of the employment of any employee of any member of the Group.

15. Amendment of these Rules

15.1 Subject to Rules 15.2 and 15.3, the Company may at any time by written instrument or by resolution of the Board, amend all or any of the provisions of these Rules (including this Rule 15).

15.2 No amendment of the provisions of these Rules is to reduce the rights of any Participant in respect of Shares issued or Loans made to the Participant under the Plan prior to the date of the amendment, other than an amendment introduced primarily:
15.2.1 for the purpose of complying with or conforming to present or future laws governing or regulating the maintenance or operation of the Plan or like plans;
15.2.2 to correct any manifest error or mistake;
15.2.3 to enable contributions or other amounts paid by a member of the Group in respect of the Plan to qualify as tax deductions for that entity;
15.2.4 to enable the Participant or their employer to reduce the amount of tax or impost that may otherwise be payable by the Participant or their employer in relation to the Plan, including under the Fringe Benefits Tax Assessment Act 1986 and the Income Tax Assessment Acts of 1936 and 1997, or any other similar legislation in any jurisdiction outside Australia;
15.2.5 for the purpose of enabling the Participant generally (but not necessarily each Participant) to receive a more favourable taxation treatment in respect of their participation in the Plan; or 15.2.6 to enable the Company and the Lender to comply with the Corporations Act or the Listing Rules or any similar legislation or requirements in any jurisdiction outside Australia.

EXPLANATORY STATEMENT

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15.3 Any amendment of these Rules must be made in accordance with and in the manner stipulated (if any) by the Listing Rules.

15.4 Subject to the provisions of this Rule 15, any amendment made under Rule 15.1 may be given retrospective effect, as specified in the written instrument or resolution by which the amendment is made.

16. Notices

Any notice regarding Shares issued or Loans made under the Plan will be sent to the address of the holder as recorded in the register of members maintained by the Company or the Share Registry.

17. Governing Law

The Plan is governed by, and is to be construed and take effect in accordance with, the laws of Western Australia.

EXPLANATORY STATEMENT

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Annexure D

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CONSTITUTION

CORPORATIONS ACT 2001

A COMPANY LIMITED BY SHARES

CONSTITUTION

OF

RESOURCE FINANCE AND INVESTMENTS BASS METALS LIMITED

PART 1 DEFINITIONS

Definitions	Definitions
1. 1	The following words have these meanings in these Clauses unless the contrary intention appears.
	"Alternate Director" means a person appointed as alternate director under Clause 13.6.
	"ASTC"means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532).
	"ASTC Settlement Rules"means the settlement rules of the ASTC as amended from time to time.
	"Auditor" means the auditor or auditors for the time being of the Company.
	"Business Day" means a day other than a Saturday, a Sunday, New Year's Day, Good Friday, Easter Monday,
	Christmas Day, Boxing Day and any other day which the Exchange shall declare and publish to be a day which
	is not a business day;
	"Chess" means the Clearing House Electronic Sub-Register System~~established and~~ operated byASTC or such other securities clearing house as is approved pursuant to the Corporations Act from time to time and to
	which the Listing Rules apply, ~~the Exchange~~ including but not limited to:
	(a) the clearing and settlement of transaction in CHESS approved securities;
	(b) the transfer of securities; and
	(c) the registration of transfers.
	"CHESS approved securities" means securities of a company for which CHESS approval has been given in
	accordance with the~~SCH Business~~ ASTC Settlement Rules.
	"CHESS subregister" means that part of a company's register for a class of the company's CHESS approved
	securities that is administered by~~SCH~~ ASTC and that records uncertificated holdings of securities in that class. "Company" means~~Resource Finance and Investments Limited.~~ ~~B~~ass Metals Limited ACN 109 933 995. "Constitution" means this Constitution as amended from time to time.
	"Corporations Act" means the Corporations Act 2001 as amended.
	"Corporations Regulations"means the Corporations Regulations 2001 (Cth).
	"Director" means a director for the time being of the Company, and where appropriate includes an Alternate
	Director.
	"Dividend Interest" means the right of a Member to receive dividends under this Constitution or any law.
	"Exchange" means~~Australian Stock Exchange Limited~~ ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.
	"Executive Director" means a person appointed as executive director under Clause 13.36.
	"Home Branch" means the State Branch of the Exchange designated to the Company by the Exchange.
	"Listed" means, in relation to the Company, the Company being and remaining admitted to the official list of the
	Exchange;
	"Listing Rules" means the Listing Rules of the Exchange and any other rules of the Exchange which are
	applicable while the Company is admitted to the Official List of the Exchange, each as amended or replaced
	from time to time, except to the extent of any express written waiver by the Exchange.
	"Listed Securities" means any shares, share options, stock, debentures, debenture stock or other securities
	for the time being issued by the Company and officially quoted by the Exchange;
	"Managing Director" means a person appointed as managing director under Clause 13.36.
	"Market Transfer" means:
	(a) a transfer of shares in the Company where the transfer is pursuant to or connected with a transaction
	entered into on the stock market operated by the Exchange and for the avoidance of doubt includes a proper
	~~SCH~~ ASTC transfer; or (b) an allotment of shares in the Company as a result of the exercise of any rights, options or convertible
	notes where such rights, options or notes are traded on a market operated by the Exchange.
	"Member" means a person for the time being entered in the Register as a member of the Company.
	"Prescribed information" means information as to whether the shares are held beneficially by the holder of the
	shares and, if not, who has beneficial interests in the shares, whether the holder of the shares or any person
	who has a beneficial interest in the shares is in a position to exercise control of another licence (giving
	particulars of any such position) and any other information which the Directors consider is necessary or
	desirable for determining the eligibility of that person or any other person to hold or continue to hold shares in
	the Company having regard to the provisions of the Corporations Act.

EXPLANATORY STATEMENT

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" Proper ~~SCH~~ ASTC transfer " has the same meaning as that term has in ~~under~~ the Corporations Regulations ~~Corporations~~ Act.

"Register" means the register of members of the Company to be kept by the Company.

" Registered Office " means the registered office for the time being of the Company.

" Restricted Securities " has the meaning ascribed to it by the Listing Rules;

~~"~~ ~~SCH business rules " has the same meaning as that term has in the Corporations Act.~~

" Seal " means the common seal of the Company.

" Secretary " means a person appointed by the Directors under Clause 14.1 to perform the duties of secretary of the Company.

" State " means the state or territory in which the Company is from time to time registered. " Voting interests " means the right of a Member to exercise a vote at any meeting of the ~~Cco~~ mpany under this Constitution or any law.

" Winding Up Interest " means the right under this Constitution or any law for a Member to receive a share in the property of the ~~Cco~~ mpany that could be distributed among M ~~me~~ mbers ~~of the Company~~ if ~~s~~ property of the Company was distributed among Members, whether as a result of a winding up or otherwise.

" Writing " includes printing, tying and other methods of representing or reproducing words in a visible form and "written" has a corresponding meaning.

PART 2 INTERPRETATION

Interpretation

2.1 In this Constitution:

(a) word importing any gender include all others genders;

(b) the word person includes a firm, a body corporate, an unincorporated association or an authority;

(d) a reference to a statute or code or the Corporations Act (or to a provision of same) means the statute, code or the Corporations Act (or provisions of same) as modified or amended and in operation for the time being, or any statute, code or provision enacted (whether by the State or Commonwealth of Australia) in its place and includes any regulation or rule for the time being in force under the statute, code or the Corporations Act.

2.2 Unless the contrary intention appears in this Constitution, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act.

2.3 Headings are inserted for convenience and do not affect the interpretation of this Constitution.

2.4 Where the phrase "permitted by the Listing Rules" or similar phrase is used in this Constitution that expression under this Constitution shall be deemed to include any act, omission or transaction which is subject to a waiver of the Listing Rules by the Exchange.

2.5 In this Constitution a reference to the Listing Rules is to have effect if, and only if, at the relevant time, the Company has been admitted to and remains on the Official List of the ASX and is otherwise to be disregarded. Replaceable Rules not to apply

2.6 The Replaceable Rules contained in the Corporations Act do not apply to the Company.

PART 3 SHARE CAPITAL AND VARIATION OF RIGHTS

Directors to issue shares

3.1 Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares but subject to the Corporations Act and the Listing Rules, except as the Company in general meeting may when authorising any issue of shares otherwise direct and subject to this Constitution, shares in the Company are under the control of the Directors who may allot or dispose of all or any of the same to such person at such times at such price and on such terms and conditions and having attached to them such preferred, deferred or other special rights or such restrictions, whether with regard to dividend, voting, return or capital or otherwise and whether as preference shares that are at the option of the Company likely to be redeemed as the Directors think fit.

3.2 Subject to the Listing Rules the Directors have the right to grant to any person options or other securities with rights of conversion to shares or pre-emptive rights to any shares for any consideration and for any stock.

3.3 The Directors have the right to settle the manner in which fractions of a share, however arising, are to be dealt

with.

3.4 The Directors may not, without the prior approval of a resolution of the Company in general meeting, allot any shares in the Company to any person where the allotment would have the effect of transferring a controlling interest in the Company.

3.5 A Director or any person associated with a Director may not participate in an issue by the Company of shares under Clause 3.1 or options or other securities under Clause 3.2 unless the participation of the Director or the person associated with a ~~Ddi~~ rector in the issue is permitted under the Listing Rules.

Variation of rights

3.6 If at any time the share capital is divided into different classes of shares, the rights attached to any class may (unless otherwise provided by the terms of issue of the shares of that class), whether or not the Company is being wound up, be varied or abrogated in any way with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. Any variation under this Clause shall be subject to Sections 246B to 246E of the Corporations Act.

3.7 The provisions of this Constitution relating to general meetings apply so far as they are capable of application and with the necessary changes to every separate meeting of the holders of a class of shares except that:

EXPLANATORY STATEMENT

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(a) a quorum is constituted by 2 person who, between them, hold or represent one-third of the issued shares of the
class; and
(b) any holder of shares of the class, present in person or by proxy, attorney or representative appointed under
Clause 10.2 may demand a poll.
3.8 The rights conferred on the holders of the shares of any class are not deemed to be varied by the creation or
issue of further shares ranking equally with the first-mentioned shares unless otherwise:
(a) expressly provided by the terms of issue of the first-mentioned shares; or
(b) required by the Corporations Act.
Commission and brokerage
3.9 The Company may exercise the power to pay brokerage or commission conferred by the Corporations Act. The
rate or the amount of the brokerage or commission paid or agreed to be paid must be disclosed in the manner required
by the Corporations Act.
3.10 The brokerage or commission may be satisfied by the payment of cash or by the allotment of fully or partly paid
shares or other securities or partly by the payment of cash and partly by the allotment of fully or partly paid shares or
other securities.
3.11 The Company shall comply with the requirements of the Corporations Act and the Listing Rules in the payment
of such brokerage or commission.
Recognition and disclosure of interests
3.12 Except as required by law, the Company is not bound or compelled in any way to recognise a person as holding
a share on any trust.
3.13 The Company is not bound by or compelled in any way to recognise (whether or not it has notice of the interest
or rights concerned) any equitable, contingent, future or partial interest in any share or unit of a share or (except as
otherwise provided by this Constitution or by law) any other right in respect of a share except an absolute right of
ownership in the registered holder.
3.13 Uncertificated Holdings and Electronic Transfer
3.14 Notwithstanding any other provision in this Constitution, the Directors may determine not to issue a share
certificate or option certificate or may determine to cancel such a certificate without issuing any certificate in its place, if
that determination is not contrary to the Corporations Act or the Listing Rules.
3.15 The Directors may do anything they consider necessary or desirable and which is permitted under the
Corporations Act and the Listing Rules to facilitate the participation by the Company in CHESS developed by the
Exchange or in any computerised or electronic system established or recognised by the Corporations Act or the Listing
Rules for the purposes of facilitating dealings in shares or securities. Where the securities of the Company are CHESS
approved securities the Company shall comply with the~~SCH Business~~ ASTC Settlement Rules. Share Holding Statements
3.16 Where the Directors~~of the Company~~ have pursuant to Clause 3.15 determined not to issue share certificates or
to cancel existing share certificates a Member shall have the right to receive such statements of the holdings of the
Member as are required to be distributed to a Member under the Corporations Act and the Listing Rules.
Share Certificates
3.17 Subject to Clauses 3.13 - 3.15 if the Directors determine to issue a certificate for shares held by a Member the
following provisions apply:
(a) A person whose name is entered as a Member in the Register or as an option holder in the register of options is
entitled without payment to receive a certificate in respect of the shares or options registered in the person's name
issued in accordance with the Corporations Act but, in respect of shares or options held jointly by several persons, the
Company is not bound to issue more than one certificate;
(b) Delivery of a certificate for a share may be effected by delivering it personally to the holder or by posting it in a
prepaid envelope addressed to the holder at the address shown in the Register or by delivering or posting the certificate
in accordance with the written instructions of the holder. Delivery of a certificate for a share to one of several joint holders
is sufficient delivery to all such holders;
(c) Where satisfactory evidence has been received by the Company that the certificate for shares previously issued
has been stolen, lost or destroyed and has not been pledged, charged, sold or otherwise disposed of, and the holder has
undertaken in writing to the Company to return any such certificate to the Company if it is found or received by the
holder, then the Company must issue a replacement certificate in accordance with the Corporations Act;
(d) Where a certificate for shares previously issued has been worn out or defaced and has been surrendered to the
Company for cancellation and has been cancelled the person whose name is entered as the Member in respect of those
shares in the Register is entitled to receive a replacement certificate in accordance with the Corporations Act and the
Listing Rules.
(e) The Directors may determine the number of shares to be issued in any one certificate; and
(f) Every certificate for shares must be issued in accordance with the Corporations Act and the Listing Rules.
Joint holders of shares
3.18 Where 2 or more persons are registered as the joint holders of shares they are deemed to hold the shares as
joint tenants.
Restricted Securities
3.19 The Company shall comply in all respects with the requirements of the Listing Rules with respect to Restricted
Securities; without limiting the generality of the foregoing:
(a) Restricted Securities cannot be disposed of during the escrow period except as permitted by the Listing Rules
or the Exchange;
(b) the Company will refuse to acknowledge a disposal (including registering a transfer) of Restricted Securities
during the escrow period except as permitted by the Listing Rules or the Exchange;

EXPLANATORY STATEMENT

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(c) during a breach of the Listing Rules relating to Restricted Securities, or a breach of a restriction agreement, the holder of the Restricted Securities is not entitled to any dividend or distribution, or voting rights, in respect of the Restricted Securities.

PART 4 LIEN

Lien on share

4.1 The Company has a first and paramount lien on every share (other than a fully paid share) for all money
(whether presently payable or not) called or payable at a fixed time in respect of that share and such lien extends to all
dividends, rights and other distributions from time to time declared paid or made in respect of that share. Such lien
extends to cover reasonable interest (not exceeding 10% per annum) and expenses incurred because such monies are
not paid.
4.2 The Company also has a first and paramount lien on all shares (other than fully paid shares) registered in the
name of a Member for all money presently payable by that Member to the Company and all money which the Company
may be called on by law to pay in respect of the shares of that Member.
4.3 Whenever any law for the time being of any country, state or place imposes any immediate or future or possible
liability on the Company to make any payment or empowers any government or taxing authority or government official to
require the Company to make any payment in respect of any share registered in the name of any Member (whether
solely or jointly with others) or in respect of any dividends or other moneys paid or due or payable or which may become
due or payable to that Member by the Company on or in respect of any of those shares the Company in that case:
(a) is fully indemnified by that Member or that Member's executor or administrator from all that liability:
(b) has lien on the shares registered in the name of that Member for all money paid or payable by the Company in
respect of those shares under or in consequence of any such law together with interest at the rate, not exceeding 20%
per annum, determined by the~~D~~ ~~d~~ ~~i~~rectors from the date of payment to the date of repayment;
(c) has a lien on all dividends, payable in respect of the shares registered in the name of that Member for all
moneys paid by the Company in respect of those shares or in respect of such dividends under or in consequence of any
such law together with interest at the rate, not exceeding 20% per annum, determined by the Directors from the date of
payment to the date or repayment and may deduct or set off against any of those dividends or other moneys any of those
moneys paid by the Company together with interest;
(d) may recover as a debt due from such Member or that Member's executor or administrator wherever constituted
or situated any moneys paid by the Company under any such law; and
(e) may if any such money is paid by the Company under any such law refuse to register a transfer of any shares
other than by a Market Transfer by any such Member or that Member's executor or administrator until such money and
interest have been set off or deducted as aforesaid or have been otherwise paid to the Company.
Nothing in this Constitution prejudices or affects any right or remedy which any such law may confer on the Company
and as between the Company and every such Member, that Member's executors, administrator and estate wherever
constituted or situated any right or remedy which such law confers on the Company is enforceable by the Company.
4.4 The Company may do all such things as may be necessary or appropriate for it to do under the~~SCH Business~~
ASTC Settlement Rules to protect any lien, charge or other right to which it may be entitled under any law or this
Constitution.
4.5 The Directors may at any time exempt a share wholly or in part from the provisions of Clauses 4.1 to 4.3.
4.6 The Company's lien on a share is extinguished if a transfer of the share is registered without the Company
giving notice of the claim to the transferee.
Sale under lien
4.7 Subject to Clauses 4.8 and 4.9, the Company may sell, in such manner as the Directors think fit, any share on
which the Company has a lien as if the share were forfeited.
4.8 A share on which the Company has a lien may not be sold by the Company unless:
(a) a sum in respect of which the lien exists is presently payable: and
(b) the Company has, not less than 14 days before the date of sale, given to the registered holder for the time
being of the share or the person entitled to the share by reason of the death or bankruptcy of the registered holder, a
notice in writing setting out, and demanding payment of, such part of the amount in respect of which the lien exists as is
presently payable.
Transfer on sale under lien
4.9 For the purpose of giving effect to a sale mentioned in Clause 4.7, the Company may receive the consideration
(if any) given for the share so sold and may (if required) execute a transfer of the share sold in favour of the person to
whom the share is sold or where the transfer of shares is to be effected as a Market Transfer, the Company may do all
such things as may be necessary or appropriate for it to do to effect the transfer.

4.10 The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the sale of the share. Proceeds of sale 4.11 The proceeds of a sale mentioned in Clause 4.7 must be applied by the Company in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue (if any ) must (subject to any like lien for sums not presently payable that existed on the share before the sale) be paid to the person entitled to the share at the date of the sale.

EXPLANATORY STATEMENT

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PART 5 CALLS ON SHARES

Directors to make calls

5.1 The Directors may, subject to compliance with the requirements of the Corporations Act, the Listing Rules and
the original terms of issue of the shares, make calls on a Member in respect of any money unpaid on the shares of that
Member.
5.2 A call may be made payable by instalments.
5.3 The Directors may revoke or postpone a call.
5.4 A call must be made in accordance with the Listing Rules.
Time of call
5.5 A call is deemed to be made at the time when the resolution of the Directors authorising the call is passed.
Notice of call and Members' Liability
5.6 Each Member must, on receiving at least 15 Business Days notice (or such longer period as the Listing Rules
shall require) specifying:
(a) the name of the Member;
(b) the number of shares held by the member;
(c) the amount of the call;
(d) the due date for payment of the call;
(e) the consequences of non-payment of the call
(f) the taxation deductions applicable (if any) and how they may be applied for;
(g) market details regarding the shares and any other shares in the Company as required by the Listing Rules; and
(h) such other information as required by the Listing Rules,
pay to the Company at the time or times and place so specified the amount called on the shares.
5.7 The joint holders of a share are jointly and severally liable to pay all calls in respect of the share.
5.8 The non-receipt of a notice of any call by, or the accidental omission to give notice of a call to, a Member does
not invalidate the call.
Interest on default
5.9 If a sum called in respect of a share is not paid before or on the day appointed for payment of the sum, the
person from whom the sum is due must pay interest on the sum from and including the day for payment to the time of
actual payment at the rate, not exceeding 20% per annum, determined by the Directors, but the Directors may waive
payment of that interest wholly or in part.
Fixed instalments deemed calls
5.10 Subject to the Listing Rules any sum that, by the terms of issue of a share, becomes payable on allotment or at
a fixed date is deemed for the purposes of this Constitution to be a call duly made and payable on the date on which by
the terms of issue the sum becomes payable, and, in case of non-payment, all the relevant provisions of this Constitution
as to payment of interest and expenses, forfeiture or otherwise apply as if the sum had become payable by virtue of a
call duly made and notified.
Differentiation between shareholders as to calls
5.11 The Directors may, on the issue of shares, differentiate between the holders as to the amount of calls to be paid
and the times of payment.
Prepayment of calls
5.12 The Directors may accept from a Member the whole or a part of the amount unpaid on a share although no part
of that amount has been called.
5.13 The Directors may authorise payment by the Company of interest on the whole or any part of an amount so
accepted, until the amount becomes payable, at such rate, not exceeding the prescribed rate, as is agreed on between
the Directors and the Member paying the sum.

5.14 For the purposes of Clause 5.13, the prescribed rate of interest is:

(a) if the Company has, by resolution, fixed a rate - the rate so fixed; and (b) in any other case - 10% per annum.

PART 6 TRANSFER OF SHARES

Forms of instrument of transfer

6.1 Subject to this Constitution, a Member may transfer all or any of the Member's shares by: (a) by a Market Transfer in accordance with any computerised or electronic system established or recognised by the Listing Rules or the Corporations Act for the purpose of facilitating dealings in shares, including a transfer that may be effected pursuant to ~~SCH Business~~ ASTC Settlement Rules or some other computerised or electronic transfer process; and

(b) an instrument which is:

(i) in writing in any usual or common form or in any other form that the Directors approve;

(ii) a sufficient instrument or transfer of marketable securities under Section ~~1101~~ 1071B of the Corporations Act; (iii) in a form approved by the Exchange, or (iv) in any other usual or common form.

EXPLANATORY STATEMENT

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Registration procedure

6.2 Where an instrument of transfer referred to in Clause 6.l(b) is to be used by a Member to transfer shares the following provisions apply;

(a) It must be executed by or on behalf of both the transferor and the transferee unless it is a sufficient transfer of marketable securities within the meaning of the Corporations Act. (b) The instrument of transfer must be left for registration at the share registry of the Company, accompanied by the certificate for the shares to which it relates (if any) and such information as the Directors properly require to show the right of the transferor to make the transfer, and in that event, the Company must, subject to the powers vested in the Directors by this Constitution, register the transferee as a shareholder. (c) The Company must register all registrable transfer forms, split certificates, renunciations and transfers, issue certificates and transmission receipts and mark or note transfer forms without charge except in the case the Company issues certificates for shares where the issue of a certificate is to replace a lost or destroyed. (d) On registration of a transfer of shares, the Company must cancel the old certificate (if any). 6.3 A transferor of shares remains the holder of the shares transferred until the transfer (if any) is registered and the name of the transferee is entered in the Register in respect of the shares. The right to any dividends declared on any shares subject to a transfer will be determined by reference to the record date for the purposes of that dividend and the date of registration of the transfer. Market Transfer 6.4 In the case of a Market Transfer the Company must comply with such obligations as may be imposed on it by the Listing Rules and where appropriate the ~~SCH Business~~ ASTC Settlement Rules in connection with any transfer of shares. Directors' power to decline to register 6.5 The Directors may decline to register any transfer of shares (other than a Market Transfer) where: (a) the Listing Rules or ~~SCH Business~~ ASTC Settlement Rules permit the Company to do so; or (b) the Listing Rules or ~~SCH Business~~ ASTC Settlement Rules require the Company to do so. 6.6 If in the exercise of their rights under Clause 6.5 the Directors refuse to register a transfer of a security they must give written notice in accordance with the Listing Rules of the refusal to the transferee and the broker lodging the transfer (if any). Failure to give such notice will not invalidate the decision of the Directors. 6.7 Notwithstanding any other provisions contained in this Constitution, the Company may not prevent, delay or interfere with the registration of a Market Transfer where to do so would be contrary to the provisions of any of the Listing Rules or the ~~SCH Business~~ ASTC Settlement Rules. Closure of the Register 6.8 Subject to the Corporations Act the Listing Rules and the ~~SCH Business~~ ASTC Settlement Rules the Company may at any time close the Register for a period not exceeding in the whole 30 days in any year. Company to retain instrument of transfer 6.9 The Company must retain every instrument of transfer it receives pursuant to the terms of this Part for registration for such period as the Directors determine. 6.10 Where the Directors refuse registration of a transfer under this Constitution, the transfer must be returned to the person who deposited it if demand is made within 12 months of the giving of notice of refusal to register unless there has been an allegation of fraud concerning the transfer or the transaction to which it relates. Other Securities

6.11 The provisions of this Clause 6 shall apply with necessary alterations to any other Listed Securities for the time being issued by the Company.

PART 7 TRANSMISSIONS OF SHARES

Transmission of shares on death of holder

7.1 In the case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where the deceased was a sole holder, are the only persons recognised by the Company as having any title to the deceased's interest in the shares, but this Clause does not release the estate of a deceased joint holder from any liability in respect of a share that had been jointly held by the deceased with other persons. Right to registration on death or bankruptcy 7.2 Subject to the Bankruptcy Act 1966, a person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, on such information being produced as is properly required by the Directors, either elect to be registered as holder of the share or nominate another person to be registered as the transferee of the share. Where the surviving joint holder becomes entitled to a share in consequence of the death of a Member the Directors must, on satisfactory evidence of that death being produced to them, direct the Register to be altered accordingly. 7.3 If the person becoming entitled elects to be registered as holder of the share under Clause 7.2 the person must deliver or send to the company a notice in writing signed by the person in such form as the Directors approve stating that the person so elects. 7.4 If the person becoming entitled nominates another person to be registered as the transferee of the share under Clause 7.2 the person must do all things necessary or appropriate to effect the transfer. 7.5 All the limitations, restrictions, and provisions of this Constitution the Listing Rules ~~SCH Business~~ ASTC Settlement Rules or the Corporations Act relating to the right to transfer, and the registration of transfer of, shares are applicable to any such notice or transfer as if the death or bankruptcy of the Member had not occurred and the actions and procedures taken to effect the transfer were actions taken by that Member.

EXPLANATORY STATEMENT

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Effect of transmission

7.6 If the registered holder of a share dies or becomes bankrupt, the personal representative or the trustee of the estate of the registered holder, as the case may be, is, on the production of such information as is properly required by the Directors, entitled to the same dividends and other advantages, and to the same rights (whether in relation to meetings of the Company, or to voting or otherwise), as the registered holder would have been entitled to if the registered holder had not died or become bankrupt.

7.7 If 2 or more persons are jointly entitled to any share in consequence of the death of the registered holder, they are, for the purpose of this Constitution, deemed to be joint holders of the share.

Market Transfers not affected

7.8 In the case of a Market Transfer the provisions of this Clause 7 are subject to any such obligation as may be imposed on the Company or the person entitled to the shares in the death or bankruptcy of the Member by the Listing Rules, ~~SCH Business~~ ASTC Settlement Rules or any law.

PART 8 FORFEITURE OF SHARES

Notice requiring payment of call

8.1 If a Member fails to pay a call or instalment of a call on the day appointed for payment of the call or instalment, the Directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on the Member requiring payment of so much of the call or instalment as is unpaid, together with any interest that has accrued and all costs and expenses that have been incurred by the Company by reason of such non-payment. 8.2 The notice must name a further day being the date 10 Business Days after the day for payment of the call or instalment on or before which the payment required by the notice is to be made and must state that, in the event of nonpayment at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. Forfeiture for failure to comply with notice 8.3 If the requirements of a notice served under Clause 8.1 are not complied with, any share of which a call is unpaid at the expiration of 10 Business Days after the day for its payment is thereupon forfeited without any resolution of the Directors to that effect. 8.4 Such a forfeiture includes all dividends declared in respect of the forfeited shares and not actually paid before the forfeiture. 8.5 Any share forfeited under Clause 8.3 may be sold, re-allotted or otherwise disposed of to whom and on such terms and conditions, subject to the Corporations Act and Listing Rules, as the Directors think fit. 8.6 If any share is forfeited under Clause 8.3, notice of the forfeiture must be given to the Member holding the share immediately prior to the forfeiture and an entry of forfeiture with the date thereof must be made in the Register. 8.7 The Directors may accept the surrender of any share which they are entitled to forfeit on such terms as they think Cancellation of forfeiture 8.8 At any time before a sale or disposition of a share, the forfeiture of that share may be cancelled on such terms as the Directors think fit. Effect of forfeiture on former holder's liability 8.9 A person whose shares have been forfeited ceases to be a Member in respect of the forfeited shares, but remains liable to pay the Company all money that, at the date of forfeiture, was payable by that person to the Company in respect of the shares (including interest at the rate, not exceeding 20% per annum, determined by the Directors from the date of forfeiture on the money for the time being unpaid if the Directors think fit to enforce payment of the interest and also expenses owing), but that person's liability ceases if and when the Company receives payment in full of all money (including interest and expenses) so payable in respect of the shares. Evidence of forfeiture

8.10 A statement in writing declaring that the person making the statement is a director or a secretary of the Company, and that a share in the Company has been duly forfeited in accordance with this Constitution on a date stated in the statement, is prima facie evidence of the facts stated in the statement as against all persons claiming to be entitled to the share.

Transfer of forfeited share 8.11 The Company may receive the consideration (if any) given for a forfeited share on any sale or disposition of the share and may effect a transfer of the share in favour of the person to whom the share is sold or disposed of. 8.12 Upon the effecting of the transfer, the transferee must be registered as the holder of the share and is not bound to see to the application of any money paid as consideration. 8.13 The title of the transferee to the share is not affected by any irregularity or invalidity in connection with the forfeiture, sale or disposal of the share.

Forfeiture applies to non-payment of instalment

8.14 The provisions of this Constitution as to forfeiture apply in the case of non-payment of any sum that, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if that sum had been payable by virtue of a call duly made and notified. 8.15 Where the transfer of forfeited shares is to be effected by an ASTC ~~a SCH~~ regulated transfer, the Company may do all such things as may be necessary or appropriate for it to do under the ~~SCH Business~~ ASTC Settlement Rules. Listing Rules 8.16 The Company shall comply with the Listing Rules with respect to forfeited shares.

EXPLANATORY STATEMENT

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PART 9 GENERAL MEETINGS

Annual General Meeting
9.1 Annual general meetings of the Company are to be held in accordance with the Corporations Act and the Listing
Rules.
General Meeting
9.2 A Director may convene a general meeting of the Company whenever they think fit provided that if there are no
Directors holding office the Secretary shall convene a general meeting for the purpose of electing Directors.
Notice of General Meeting
9.3 Subject to the Listing Rules and to the provisions of the Corporations Act relating to special resolutions and
agreements for shorter notice, at least 28 days' notice(exclusive of the day on which the notice is served or deemed to
be served and of the day for which notice is given) specifying the place, day and the hour of the meeting and, in the
case of special business, the general nature of that business, must be given to such persons as are entitled to receive
notices from the Company for the purposes of receipt of proxy appointments the notice must specify a place and fax
number and may specify an electronic address.
9.4 The non-receipt of notice of a general meeting by, or the accidental omission to give notice of a general meeting
to, a person entitled to receive notice does not invalidate any resolution passed at the general meeting.
Special business of general meeting
9.5 All business that is transacted at a general meeting is special with the exception at an annual general meeting
of the declaration of a dividend, the consideration of the accounts and the reports of the Directors and the Auditor, the
appointment of the Auditor and the election of Directors.
Requisitioned meeting
9.6 A general meeting shall also be convened on requisition as is provided for by the Corporations Act or in default
maybe convened by such requisitionists as empowered to do so by the Corporations Act.
Objects of requisitioned meeting
9.7 The requisition for a general meeting must state any resolution to be proposed at the meeting and must be
signed by the requisitionists and deposited at the Registered Office, and may consist of several documents if the working
at the request is identical in each copy each signed by one or more of the requisitionists.
Expenses of requisitioned meeting
9.8 Any reasonable expenses incurred by the requisitionists by reason of the failure of the Directors to convene a
general meeting must be paid to the requisitionists by the Company and any sum so paid may be recovered by the
Company in the manner provided in Section 249E (5) of the Corporations Act.
Postponement or cancellation of meeting
9.9 The Directors may postpone or cancel any general meeting whenever they think fit (other than a meeting
convened as the result of a requisition under Clause 9.6).
Notice to Home Exchange

9.10 The Company shall notify the Home Exchange: (a) of any general meeting at which Directors are to be elected at least 20 Business Days before the earliest intended date for the general meeting and that notice shall state that nominations for election to the office of Director is to be received not later than 5 Business Days after the date that the notice to the Home Exchange bears, or any extended time as the Directors shall determine; (b) of any general meeting (other than a meeting to pass a special resolution) at least 10 Business Days before such meeting is held; and

(c) of any general meeting convened to pass a special resolution, at least 15 Business Days before such meeting is held. 9.11 A notice convening a general meeting must: (a) set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this); and

(b) state the general nature of the meeting's business; and

(c) if a special resolution is to be proposed at the meeting - set out an intention to propose the special resolution and state the resolution: and

(d) if a Member is entitled to appoint a proxy - contain a statement setting out the following information:

(i) that the Member has a right to appoint a proxy

(ii) whether or not the proxy needs to be Member of the company

(iii) the proportion or number of votes each proxy is appointed to exercise.

PART 10 PROCEEDINGS AT GENERAL MEETINGS

Representation of Member

10.1 Any Member may be represented at any meeting of the Company by a proxy or attorney. 10.2 If a body corporate is a Member it may also, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative either at a particular general meeting or at all general meetings of the Company or of any class of Members.

10.3 A person authorised under Clause 10.2 is, in accordance with that authority and until it is revoked by the body corporate, entitled to exercise the same powers on behalf of the body corporate as the body corporate could exercise if it were a natural person who was a Member.

10.4 Unless the contrary intention appears, a reference to a Member in the succeeding provisions of this Part 10 means a Member, a proxy or attorney of a Member or a person appointed under Clause 10.2 to represent a body corporate which is a Member.

EXPLANATORY STATEMENT

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Quorum

10.5 No business may be transacted at any general meeting unless a quorum is present comprising 3 Members (or
one Member if the Company has only one Member) present in person or by proxy, attorney or representative appointed
under Clause 10.2 and entitled to vote at the meeting. If a quorum is present at the beginning of a meeting it is deemed
present throughout the meeting unless the chairman of the meeting otherwise declares, on the chairman's own motion or
at the instance of a member, proxy, attorney or representative appointed under Clause 10.2.
Failure to achieve quorum
10.6 If a meeting is convened on the requisition of Members and a quorum is not present within half an hour from the
time appointed for the meeting, the meeting must be dissolved.
10.7 If a meeting is convened in any other case and a quorum is not present within half an hour from the time
appointed for the meeting:
(a) the meeting must be adjourned to such day, time and place as the Directors determine or if no determination is
made by them to the same day in the next week at the same time and place; and
(b) if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting:
(i) 2 Members present in person or by proxy, attorney or representative appointed under Clause 10.2
constitute a quorum; or
(ii) where 2 such persons are not present - the meeting must be dissolved.
Appointment and powers of chairman of general meeting
10.8 If the Directors have elected one of their number as chairman of their meetings, that person must preside as
chairman at every general meeting.
10.9 If a general meeting is held and:
(a) a chairman has not been elected as provided by Clause 10.8 or the chairman is not present within 15 minutes
after the time appointed for the holding of the meeting
(b) or is unable or unwilling to act,
then the deputy chairman elected under Clause 13.16 (if any) must act as chairman of the meeting. If there is no such
person or that person is absent or unable or unwilling to act, the Directors present must elect one of their number to be
chairman of the meeting, or, if no Director is present or if all Directors present decline to take the chair, the Members
present must elect one of their number as chairman of the meeting.
10.10 The chairman is responsible for the general conduct of a general meeting and may make rulings and in addition
to any general power to adjourn may adjourn the meeting without putting the question to the vote if such action is
required to ensure the orderly conduct of the meeting.
Adjournment of general meeting
10.11 The chairman may, with the consent of any meeting at which a quorum is present, and must if so directed by the
meeting, adjourn the meeting from day to day, time to time and from place to place, but no business may be transacted
at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
10.12 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case
of an original meeting.
10.13 Except as provided by Clause 10.12, it is not necessary to give any notice of an adjournment or of the business
to be transacted at any adjourned meeting.
Voting at general meeting
10.14 At any general meeting a resolution put to the vote of the meeting must be decided on a show of hands unless a
poll is demanded:
(a) by the chairman;
(b) by not less than 5 Members having the right to vote at the meeting: or
(c) by a Member or Members present who are together entitled to not less than 5% of the total voting rights of all
the Members having the right to vote as the resolution at the meeting.
A poll may be demanded:
(a) before a vote is taken;
(b) before the voting results on a show of hands are declared; or
(c) immediately after the voting results on a show of hands are declared.
Unless a poll is properly demanded, a declaration by the chairman that a resolution has on a show of hands been carried
or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes
of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution provided that the declaration reflects the show of hands and the
votes of the proxies received.
Before a vote is taken the Chairman must inform the meeting whether any proxy votes have been received and how the
proxy votes are to be cast.

Questions decided by majority 10.15 Subject to the requirements of the Corporations Act in relation to special resolutions, a resolution is taken to be carried if the proportion that the number of votes cast in favour of the resolution exceeds one half of the total number of votes cast on the resolution.

Poll

10.16 If a poll is properly demanded, it must be taken in such manner and (subject to Clause 10.17) either at once or after an interval or adjournment or otherwise as the chairman directs, and the result of the poll is the resolution of the meeting at which the poll was demanded.

10.17 A poll demanded on the election of a chairman or on a question of adjournment must be taken immediately. 10.18 The demand for a poll may be withdrawn.

EXPLANATORY STATEMENT

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Equality of votes
10.19 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at
which the show of hands takes place or at which the poll is demanded, in addition to the vote or votes (if any) to which
the chairman may be entitled as a Member, proxy, representative or attorney, has a casting vote. The chairman has
discretion both as to the use of the casting vote and as to the way in which it is used.
Entitlement to vote
10.20 Subject to any rights or restrictions for the time being attached to any class or classes of shares at general
meetings of Members or classes of Members:
(a) each Member entitled to vote may vote in person or by proxy, attorney or representative;
(b) on a show of hands, every person present who is a Member or a proxy, attorney or representative of a Member
has one vote;
(c) on a poll, every person present who is a Member or a proxy, attorney or representative of a Member shall, in
respect of each fully paid share held by him, or in respect of which he is appointed a proxy, attorney or representative,
have one vote for the share, but in respect of partly paid shares, shall have a fraction of a vote for each partly paid share.
The fraction must be equivalent to the proportion which the amount paid (not credited) is of the total amounts paid and
payable (excluding amounts credited). In this Clause, amounts paid in advance of a call are ignored when calculating the
proportion.
10.21 If a Member is present at any meeting of the Company and any one or more proxy, attorney or representative
for such a Member is also present, or if more than one proxy, attorney or representative for a Member is present at any
meeting of the Company then no such proxy, attorney or representative is entitled to vote on a show of hands and on a
poll the vote of each one is of no effect unless each such person is appointed to represent a specified proportion of the
Member's voting rights, not exceeding in the aggregate 100%.
Joint Shareholder~~'~~ ~~s~~' vote
10.22 In the case of joint holders of a share in the Company the vote of the senior who tenders a vote, whether in
person or by proxy, attorney or representative, must be accepted to the exclusion of the votes of the other joint holders
and, for this purpose, seniority is determined by the order in which the names stand in the Register.
Vote of shareholder of unsound mind
10.23 If a Member is of unsound mind or is a person whose person or estate is liable to be dealt with in any way under
the law relating to mental health then the Member's committee or trustee or such other person as properly has the
management of the Member's estate may exercise any rights of the Member in relation to a general meeting as if the
committee, trustee or other person were a Member.
Effect of unpaid call
10.24 A Member is not entitled to vote at a general meeting in respect of those shares on which calls are outstanding;
this restriction does not apply in respect of those shares on which no calls are outstanding.
Objection to voting qualification
10.25 An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the
vote objected to is given or tendered.
10.26 Any such objection must be referred to the chairman of the meeting, whose decision is final.
10.27 A vote not disallowed under such an objection is valid for all purposes.
Appointment of proxy
10.28 (a) A Member~~of a Company~~ who is entitled to attend and cast a vote at a meeting of the Company's
members may appoint a person as the member's proxy to attend and vote for the Member at the meeting.
(b) The appointment may specify the proportion or number of votes that the proxy may exercise.
(c) Each Member may appoint a proxy. If the Member is entitled to cast 2 or more votes at the meeting, they may
appoint 2 proxies. If the Member appoints 2 proxies and the appointment does not specify the proportion or number of
the Member's votes each proxy may exercise, each proxy may exercise half of the votes.
(d) Disregard any fractions of votes resulting from the application of paragraphs (b) and (c)
10.29 An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's
attorney duly authorised in writing or, if the appointor is a corporation, under seal. A proxy need not be a member.
10.30 An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular
resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as
specified in the instrument.
10.31 An instrument appointing a proxy is deemed to confer authority to demand or join in demanding a poll.
10.32 An instrument appointing a proxy must
(a) be in the form approved by the Directors from time to time and which complies with the Corporations Act: and
(b) comply with the Listing Rules.
10.33 The Directors must issue with the notice of a meeting a form of proxy in blank as to the first proxy but may
include the name of any suggested alternative or other proxy.
Deposit of proxy and other instruments
10.34 An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney
or other authority (if any) under which the instrument is signed or a copy or facsimile which appears on its face to be an
authentic copy of that power or authority certified as a true copy by statutory declaration is or are received by the
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote at the Registered Office or share registry of the Company or at such other
place as is specified for that purpose in the notice convening the meeting.
Validity of vote in certain circumstances
10.35 A vote given in accordance with the terms of an instrument of proxy or of a power of attorney is valid
notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the
authority under which the instrument was executed) or of the power, or the transfer of the share in respect of which the

EXPLANATORY STATEMENT

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instrument or power is given, if no intimation in writing of the death, unsoundness of mind, revocation or transfer has been received by the Company at its Registered Office or share registry before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

Director entitled to notice of meeting

10.36 A Director is entitled to receive notice of and to attend all general meetings and all separate general meetings of the holders of any class of shares in the Company and is entitled to speak at those meetings.

PART 11 THE DIRECTORS

Number and Appointment of Directors

1 The number of Directors must not be less than 3 nor more than 10 or such lesser number as the Directors determine provided that the number so determined must not be less than the number of Directors when the determination takes effect. The names of the first Directors of the Company shall be the persons nominated with their consent in the application for registration of the Company or the Directors in office at the time of adoption of this Constitution will continue in office subject to the provisions of this Constitution as the case may be. 11.2 The Company in general meeting may, by resolution, increase or reduce the number of Directors and may also determine in what rotation the increase or reduced number is to go out of office. 11.3 Subject to Clause 13.39 at the Annual General Meeting in every year one-third of the Directors for the time being, or, if their number is not 3 nor a multiple of 3, then the number nearest one-third, and any other Director not in such one-third who has held office for 3 years or more (except the Managing Director), must retire from office. 11.4 A retiring Director is eligible for re-election. 11.5 The Directors to retire at any annual general meeting must be those who have been longest in office since their last election, but, as between persons who became Directors on the same day, those to retire must (unless they otherwise agree among themselves) be determined by lot. 11.6 No Director except a Managing Director shall hold office for a period in excess of 3 years or until the third annual general meeting following his appointment whichever is the longer without submitting himself for re-election. Election of Directors 11.7 No person other than a Director seeking re-election shall be eligible for election to the office of Director at any general meeting unless he or some s ~~Sh~~ areholder intending to propose him has not later than 5 Business Days after the date shown on the notice to the Home Exchange referred to in Clause 9.10(a), left at the Registered Office a notice in writing duly signed by the nominee giving his consent to the nomination and signifying his candidature for the office or the intention of such s ~~Sh~~ areholder to propose him. Notice of each and every candidature for election as a Director shall be given to each s ~~Sh~~ areholder with or as part of the notice of the Meeting at which the election is to take place. The Company shall observe the requirements of Section 201E of the Corporations Act with respect to the election of the Directors.

11.8 Where the number of nominations for election as a Director exceeds the number of Directors who have or are to resign at the general meeting, the order in which the nominations are to be voted on shall be determined by drawing lots and once the relevant vacancies have been filled, no further nominations shall be voted on.

Qualifications of Directors

11.9 A Director is not required to hold any share in the Company. 11.10 A person of or over the age of 72 years may not be appointed or re-appointed as a Director except pursuant to a resolution of the Company in accordance with the Corporations Act.

Casual Vacancy

11.11 The Company in general meeting may by resolution and the Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the number determined in accordance with Clauses 11.1 and 11.2. 11.12 Any Director appointed under Clause 11.11 holds office until the next annual general meeting of the Company and is then eligible for re-election but is not to be taken into account in determining the Directors who are to retire by rotation at that meeting.

Removal of Director

11.13 The Company in general meeting may by resolution (of which notice is given in accordance with the Corporations Act) remove any Director from office and may by resolution appoint another person in that Director's stead. 11.14 Any Director appointed under Clause 11.13 is to be treated, for the purpose of determining the time at which that Director or any other Director is to retire, as if that director had become a Director on the day on which the Director in whose place that Director was appointed was last elected a Director.

Remuneration of Directors

11.15 The Directors shall be paid out of the funds of the Company, by way of remuneration for their services as Directors, a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company, to be divided among themselves and in default of agreement then in equal shares. The remuneration of the Directors shall not be increased except pursuant to a resolution passed at a general meeting of the Company where notice of the suggested increase shall have been given to Members in the notice convening the meeting. No non-executive Director shall be paid as part or whole of his remuneration a commission on or a percentage of profits or a commission on or a percentage of operating revenue, and no Executive Director shall be paid as whole or part of his remuneration a commission on or percentage of operating revenue.

11.16 The Directors' remuneration is deemed to accrue from day to day.

11.17 If a Director, being willing, is called on to perform extra services or to make any special exertions in going or residing abroad or otherwise for the Company, the Company may remunerate that Director by payment of a fixed sum determined by the Directors and that remuneration may be either in addition to or in substitution for that Director's share in the remuneration provided for in Clause 11.15.

EXPLANATORY STATEMENT

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11.18 The Directors may also be paid all travelling and other expenses properly incurred by them in attending, participating in and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company.

Directors' interests

19 Subject to Clause 11.20 no Director is disqualified by his office from contracting with the Company whether as vendor purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any Director shall be in any way interested be avoided or prejudiced on that account, nor shall any Director be liable to account to the Company for any profit arising from any such contract or agreement by reason only of such Director holding that office or of the fiduciary relationship thereby established.

11.20 A ~~Ddi~~ rector who has a material personal interest in a matter that relates to the affairs of the Company must give to the other D ~~di~~ rectors notice of the interest unless such interest falls within the exception of Section 191 (2) of the Corporations Act. The nature of this interest must be disclosed by the D ~~di~~ rector at a D ~~di~~ rectors' meeting as soon as practicable after the relevant facts have come to his knowledge and such ~~Ddi~~ rector must comply with the requirements of Sections 191, 192 and 195 of the Corporations Act.

11.21 Subject to the requirements of Sections 191 and 192 of the Corporations Act, a standing notice that a Director has an interest in any matter shall be a sufficient disclosure under this Clause as regards the interest of the Director in any transactions relating to the matter and after such standing notice it shall not be necessary for such Director to give a special notice relating to any particular transaction relating to that matter.

Related Body Corporate Contracts

11.22 Subject to the requirements of Chapter 2E and of Section 191 of the Corporations Act a Director shall not be deemed to be interested or to have been at any time interested in any contract or arrangement by reason only that in a case where the contract has been or will be made with, for the benefit of, or on behalf of a Related Body Corporate, he is a director in that Related Body Corporate.

Vacation of office of Director

11.23 In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, the office of a Director becomes vacant if the Director:

(a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(b) resigns from the office by notice in writing to the Company;

(c) is absent without the consent of the remaining Directors from meetings of the Directors held during a period of 6 months;

(d) is removed from office under Clause 11.13;

(e) ceases to be a Director by virtue of Section 206A or any other provision of the Corporations Act;

(f) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(g) becomes prohibited from being a Director by reason of any order made under the Corporations Act.

PART 12 POWERS AND DUTIES OF DIRECTORS

Directors to manage Company

12.1 Subject to the Corporations Act the Listing Rules and to any other provision of this Constitution the business of the Company is managed by the Directors, who may exercise all such powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

12.2 Without limiting the generality of Clause 12.1, the Directors may at any time:

(a) exercise all the powers of the Company to borrow or raise money, to charge any property or business of the Company or all or any of its uncalled capital and to issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person;

(b) sell or otherwise dispose of the whole or any part of the assets, undertakings and other properties of the Company or any that may be hereafter acquired on such terms and conditions as they may deem advisable, but:

(i) the company shall comply with the Listing Rules;

(ii) any sale or disposal of the Company's main undertaking shall only be made subject to the prior approval or ratification of the sale or disposal by the Company in general meeting; and

(iii) on the sale or disposition of the Company's main undertaking or on the liquidation of the Company, no commission or fee shall be paid to any Director or Directors or to any liquidator of the Company unless it shall have been ratified by the Company in general meeting, with prior notification of the amount of such proposed payments having been given to all Members at least 10 days prior to the meeting at which any such payment is to be considered; and

12.3 The Directors may raise or secure the payment or repayment of moneys or any debt, liability or obligation in such manner and on such terms and conditions in all respects as they may determine and in particular by the issue of debentures, debenture stock (perpetual or otherwise), bonds, notes or other securities or debt instruments the payment of which may be charged on all or any part of the property of the Company (both present and future) including its uncalled capital for the time being.

12.4. Debentures, debenture stock, bonds, notes or other securities or debt instruments may be made assignable free from any equities between the Company and the person to whom the same may be issued. 12.5 Any debentures, debenture stock, bonds, notes or other securities or debt instruments may be issued at the discretion of the Directors at a discount, premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

EXPLANATORY STATEMENT

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Appointment of attorney

12.6 The Directors may, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for such purposes, with such powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the Directors), for such period and subject to such conditions as they think fit. 12.7 Any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney. Minutes 12.8 The Directors must cause minutes to be made: (a) of the names of the Directors present at or involved in all general meetings and all meetings of the Directors; and (b) of all proceedings of general meetings and of meetings of Directors, and cause those minutes to be entered, within one month after the relevant meeting is held, in the minute book. 12.9 The minutes referred to in Clause 12.8 must be signed by the chairman of the meeting at which the proceedings took place or by the chairman of the next succeeding meeting. Execution of Company cheques etc. 12.10 All cheques, promissory notes, bankers' drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner and by such persons as the Directors determine from time to time. Retirement Benefits for Directors 12.11 The Directors may at any time adopt any scheme or plan which they consider to be in the interest of the Company and which is designed to provide retiring or superannuation benefits for both present and future non- executive Directors, and they may from time to time vary any such scheme or plan. Any scheme or plan may be effected by agreements entered into by the Company with individual Directors, or by the establishment of a separate trust or fund, or in such other manner as the Directors consider proper. The Directors may attach such terms and conditions to any entitlement under any such scheme or plan as they think fit, including, without limitation, a minimum period of service by a Director before the accrual of any entitlement and the acceptance by the Directors of a prescribed retiring age. No such scheme or plan shall operate to confer upon any Director or on any of the dependants of any Director any benefits exceeding those permitted by Section 200G of the Corporations Act, except with the approval of the Company in general meeting. Securities to Directors 12.12 If the Director acting solely in his capacity as a Director of the Company shall become personally liable for the payment of any sum primarily due by the Company, the Directors may create any mortgage, charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the persons or person so becoming liable from any loss in respect of such liability.

PART 13 PROCEEDINGS OF DIRECTORS

Directors' meetings

13.1 The Directors may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they think fit. 13.2 A Director may at any time, and the Secretary must on the requisition of a Director, convene a meeting of the Directors but not less than 24 hours notice of every such Directors meeting shall be given to each Director either by personal telephone contact or in writing by the convenor thereof. The Directors may by unanimous resolution agree to shorter notice. Questions decided by majority 13.3 Subject to this Constitution and to the provisions of Section 195 of the Corporations Act, questions arising at a meeting of Directors are to be decided by a majority of votes of Directors involved and voting and any such decision is for all purposes deemed a decision of the Directors. 13.4 An Alternate Director involved in any meeting of Directors has one vote for each Director for which that person is an Alternate Director and if that person is a Director also has one vote as a Director. 13.5 In the event of there being an equality of votes, the chairman of the meeting, in addition to the chairman's deliberate vote, has a casting vote except where only two Directors are present and entitled to vote on a question. The Chairman has a discretion both as to whether or not to use the casting vote and as to which way it is used. Alternate Directors 13.6 A Director may, with the approval of the Directors, appoint a person (whether a Member of the Company or not) to be an Alternate director in the Director's place during such period as the Director thinks fit. 13.7 An Alternate Director is entitled to notice of all meetings of the Directors and, if the appointor is not involved in such a meeting, is entitled to participate and vote in the appointor's stead. 13.8 An Alternate Director may exercise any powers that the appointor may exercise and in the exercise of any such power the Alternate Director is an officer of the Company and is not deemed an agent of the appointor. 13.9 An Alternate Director is not required to hold any share in the Company. 13.10 An Alternate Director is subject in all respects to the conditions attaching to the Directors generally except that an Alternate Director is not entitled to any remuneration under Clause 11.15 otherwise than from the Alternate Director's appointor. 13.11 The appointment of an Alternate Director may be terminated at any time by the appointor notwithstanding that the period of the appointment of the Alternate Director has not expired, and terminates in any event if the appointor vacates office as a Director.

EXPLANATORY STATEMENT

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13.12 An appointment, or the termination of an appointment, of an Alternate Director must be effected by a notice in
writing signed by the Director who makes or made the appointment and served on the Company.
13.13 The notice of appointment or termination of appointment of an Alternate Director may be served on the
Company by leaving it at the Registered Office or by forwarding it by facsimile transmission to the Registered Office and
in the case of a facsimile transmission, the appearance at the end of the message of the name of the Director appointing
or terminating the appointment is sufficient evidence that the Director has signed the notice.
Quorum for Directors' meetings
13.14 At a meeting of Directors, the number of Directors whose involvement is necessary to constitute a quorum is 2,
or such greater number as is determined by the Directors from time to time. However, if there are not enoughD~~d~~ ~~i~~rectors
to form a quorum for a~~Dd~~ irectors meeting because of the provisions of Sub-section 195(1) of the Corporations Act one
or moreD~~d~~ ~~i~~rectors (including those who have a material personal interest in that matter) may call a general meeting and
the general meeting may pass a resolution to deal with the matter. Provided a quorum is present at the place where the
meeting is held, other Directors unable to attend in person may participate in the proceedings of the meeting in
accordance with Clauses 13.32 and 13.33.
Remaining Directors may act
13.15 In the event of a vacancy or vacancies in the office of a Director or offices of Directors, the remaining Director or
Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of
Directors, they may act only for the purpose of:
(a) increasing the number of Directors to a number sufficient to constitute such a quorum; or
(b) convening a general meeting of the Company.
Chairman of Directors
13.16 The Directors must elect one of their number as chairman of their meetings and may determine the period for
which the person elected as chairman is to hold office. The Directors may also elect one of their number as deputy-
chairman of their meetings and may determine the period for which the person elected as deputy-chairman is to hold
office.
13.17 When a Directors' meeting is held and:
(a) a chairman has not been elected as provided by Clause 13.16; or
(b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable
or unwilling to act,
the deputy-chairman (if any) must act as chairman of the meeting. If there is no such person or that person is absent or
unable or unwilling to act, the Directors involved must elect one of their number to be a chairman of the meeting.
Directors' committees
13.18 The Directors may delegate any of their powers, other than powers required by law to be dealt with by the
directors as a board, to a committee or committees consisting of at least one of their number and such other persons as
they think fit.
13.19 A committee to which any powers have been so delegated must exercise the powers delegated in accordance
with any directions of the Directors and a power so exercised is deemed to have been exercised by the Directors.
13.20 The members of such a committee may elect one of their number as chairman of their meetings.
13.21 If such a meeting is held and:
(a) a chairman has not been elected as provided by Clause 13.20; or
(b) the chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unable
or unwilling to act,
the members involved may elect one of their number to be chairman of the meeting
13.22 A committee may meet and adjourn as it thinks proper
13.23 Questions arising at a meeting of a committee are to be determined by a majority of votes of the members
involved and voting.
13.24 In the event of there being an equality of votes, the chairman, in addition to the chairman's deliberative vote,
has a casting vote.
Written resolution by Directors
13.25 A resolution in writing signed by all Directors for the time being or their respective alternate Directors (except
those Directors (or their alternates) who expressly indicate their abstention in writing to the Company and those who
would not be permitted by virtue of Section 195 of the Corporations Act to vote were the resolution to be put to a meeting
of the Directors) shall be as valid and effectual as if it had been passed at a Directors' meeting duly convened and held.
Any such resolution may consist of several documents in like form but each document must contain a statement that the
Directors are in favour of the resolution and the wording of the resolution and the statement of the Directors must be
identical, each document signed by one or more Directors. A telex, telegram, facsimile transmission or other document
produced by mechanical means and bearing the signature of the Director, printed mechanically and with his authority,
shall be deemed to be a document in writing signed by the Director.
Defective Appointment
13.26 All acts done by any Directors' meeting or of a committee of Directors or by any person acting as a Director are,
notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be, or to act
as, a Director, or that a person so appointed was disqualified, as valid as if the person had been duly appointed and was
qualified to be a Director or to be a member of the committee.
Directors May Hold Other Offices
13.27 A Director may hold any other office or place of profit in or in relation to the Company (except that of auditor) in
conjunction with his office of Director and on such terms as to remuneration or otherwise as the Directors shall approve.

EXPLANATORY STATEMENT

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Directors May Hold Shares, etc
13.28 A Director may be or become a shareholder in or director of or hold any other office or place of profit in or in
relation to any other company promoted by the Company or in which the Company may be interested, whether as a
vendor, shareholder or otherwise.
Directors Not Accountable for Benefits
13.29 No Director shall be accountable for any benefits received as the holder of any other office or place of profit in
or in relation to the Company or any other company referred to in Clause 13.28 or as a shareholder in or director of any
such other company.
Voting, Affixation of Seal
13.30 A Director may in all respects act as a Director in relation to any contract or arrangement in which he is
interested, including, without limiting the generality of the foregoing, in relation to the execution of the contract or
agreement or the use of the Company's common seal, but he may not vote in relation to any contract or proposed
contract or arrangement in which he has directly or indirectly a material interest and in that respect he shall comply with
the requirements of Sections 191 and 192 of the Corporations Act.
Exchange to be Advised
13.31 The Directors shall advise the Company, which in turn shall advise the Exchange without delay of any material
contract involving Directors' interests. The advice shall include at least the following information:-
(a) the names of the parties to the contract;
(b) the name or names of the Director or Directors who has or have any material interest in the contract;
(c) particulars of the contract; and
(d) particulars of the relevant Director's or Director's interest or interests that contract.
Meetings to be Effectual
13.32 For the purposes of this Constitution, but subject to Clause 13.14, the contemporaneous linking together by
instantaneous communication device of a number of consenting Directors not less than the quorum, whether or not any
one or more of the Directors is out of Australia, shall be deemed to constitute a Directors' meeting and all the provisions
of this Constitution as to the Directors' meetings shall apply to such meetings held by instantaneous communication
device so long as the following conditions are met:
(a) all the Directors for the time being entitled to receive notice of the Directors' meeting (including any alternate for
any Director) shall be entitled to notice of a meeting by instantaneous communication device for the purposes of such
meeting. Notice of any such Directors' meeting shall be given on the instantaneous communication device or in any other
manner permitted by this Constitution;
(b) each of the Directors taking part in the Directors' meeting by instantaneous communication device must be able
to hear each of the other Directors taking part at the commencement of the Directors' meeting; and
(c) at the commencement of the Directors' meeting each Director must acknowledge his presence for the purpose
of a Directors' meeting of the Company to all the other Directors taking part.
Procedure at Meetings
13.33 A Director may not leave a Directors' meeting held under Clause 13.32 by disconnecting his instantaneous
communication device unless he has previously obtained the express consent of the Chairman of the Directors' meeting
and shall be conclusively presumed to have been present and to have formed part of the quorum at all times during the
Directors' meeting by instantaneous communication device unless he has previously obtained the express consent of the
Chairman of the Directors' meeting to leave the Directors' meeting as aforesaid. However, if the Director would not be
permitted by virtue of Section 195 of the Corporations Act to be present or to vote during the consideration of a matter
then such Director may disconnect his instantaneous communication device during the consideration of such matter
without obtaining the express consent of the Chairman and he shall not be counted for the purpose of determining a
quorum during the consideration of that matter.
Minutes
13.34 A minute of the proceedings at a Directors' meeting held under Clause 13.32 shall be sufficient evidence of
such proceedings and of the observance of all necessary formalities if certified as a correct minute by the Chairman or
the person taking the chair at the Directors' meeting under Clause 13.32.
Definition
13.35 For the purpose of this Constitution "instantaneous communication device" shall include telephone, television or
any other audio or audio-visual device which permits instantaneous communication.
Appointment of Managing Director
13.36 The Directors may from time to time appoint one or more of their number to the office of Managing Director or
Managing Directors of the Company or to the office of Executive Director or Executive Directors either for a fixed term or
at will, but not for life and, subject to the terms of any agreement entered into in a particular case, may revoke any such
appointment. The appointment of a Managing Director or Executive Director so appointed automatically terminates if he
ceases for any reason to be a Director.
Remuneration
13.37 Subject to Clause 11.15 a Managing Director or Executive Director shall, subject to the terms of any agreement
entered into in a particular case, receive such remuneration (whether by way of salary, commission or participation in
profits, or partly in one way and partly in another) as the Directors may determine.
Powers
13.38 The Directors may, upon such terms and conditions and with such restrictions as they think fit confer upon a
Managing Director or Executive Director any of the powers exercisable by them. Any powers so conferred may be
concurrent with, or be to the exclusion of, the powers of the Directors. The Directors may at any time withdraw or vary
any of the powers so conferred on a Managing Director or an Executive Director.

EXPLANATORY STATEMENT

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Rotation

13.39 A Managing Director shall not retire by rotation in accordance with Clause 11.3, but if there is more than one Managing Director then the first appointed Managing Director shall not be subject to re-election and the other Managing Director and the Executive Directors shall be subject to re-election.

PART 14 SECRETARY

Appointment of Secretary

14.1 There must be at least one Secretary of the Company who may be appointed by the Directors for such term, at such remuneration and on such conditions as they think fit.

Suspension and removal of Secretary

14.2 The Directors have power to suspend or remove a Secretary.

Powers and duties of Secretary

14.3 The Directors may vest in a Secretary such powers, duties and authorities as they may from time to time determine and a Secretary must exercise all such powers and authorities subject at all times to the control of the Directors.

Secretary to attend meetings

14.4 A Secretary is entitled to participate in all meetings of the Directors and all general meetings of the Company and may be heard on any matter.

PART 15 COMMON SEAL AND OFFICIAL SEAL

Custody of common seal

15.1 The Directors may provide for a common seal and must provide for the safe custody of the common seal. Use of common seal 15.2 The common seal may be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the common seal, and every document to which the common seal is affixed must be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

Execution of Documents without the Common Seal

15.3 The Company may execute a document without using a common seal if the document is signed by: (a) 2 Directors; or

(b) a Director and a Secretary.

PART 16 INSPECTION OF RECORDS

Inspection by Members

16.1 Except as otherwise required by the Corporations Act, the Directors may determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of Members other than Directors, and a Member other than a Director does not have the right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in general meeting.

PART 17 DIVIDENDS AND RESERVES

Declaration of dividend D ividends generally

17.1 No dividends (or Dividend Interests) are permitted except as may be determined by the Directors and which are permitted by and comply with the Corporations Act and the Listing Rules. ~~Subject to the rights of persons (if any) entitled of shares with special rights to dividend, the Directors may determine and declare a final dividend out of profits in accordance with the Corporations Act and may authorise the payment or crediting by the Company to the Members of such a dividend.~~

Interim and final dividends Directors may authorise interim dividend

17.2 Subject to this Constitution, the Directors may from time to time, without limiting their powers under Clause 17.1, resolve to: (a) pay such interim dividends as they may determine including at a stated future time, subject to revocation up to the time fixed for payment but giving rise to a debt at that time; or (b) determine that a dividend is payable at a stated future time, also subject to revocation up to the time fixed for payment but giving rise to a debt at that time; or (c) declare that a dividend is payable at a stated future time giving rise to a debt when the dividend is declared, or if the dividend is declared subject to a condition precedent, when the condition precedent is satisfied. ~~The Directors may authorise the payment or crediting by the Company to the Members of such interim dividends as appear to the Directors to be justified by the profits of the Company.~~

EXPLANATORY STATEMENT

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No interest on dividends
17.3 Interest may not be paid by the Company in respect of any dividend, whether final or interim
Reserves and profits carried forward
17.4 The Directors may, before declaring any dividend, set aside out of the profits of the Company such sums as
they think proper as reserves, to be applied, at the discretion of the Directors, for any purpose for which the profits of the
Company may be properly applied.
17.5 Pending any such application, the reserves may, at the discretion of the Directors, be used in the business of
the Company or be invested in such investments as the Directors think fit.
17.6 The Directors may carry forward so much of the profits remaining as they consider ought not to be distributed as
dividends without transferring those profits to a reserve.
Calculation and apportionment of dividends
17.7 Subject to the rights of persons (if any) entitled to shares with special rights as to dividend all dividends are to
be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividends
is paid.
17.8 Unless any share is issued on terms providing to the contrary, all dividends are to be apportioned and paid
proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in
respect of which the dividend is paid.
17.9 An amount paid or credited as paid on a share in advance of a call is not to be taken as paid or credited as paid
on the share for the purposes of Clause 17.7 and 17.8.
Deductions from dividends
17.10 The Directors may deduct from any dividend payable to a Member all sums of money (if any) presently payable
by that Member to the Company on account of calls or otherwise in relation to shares in the Company.
Distribution of specific assets
17.11 The Directors, when paying or declaring a dividend, may direct payment of a dividend wholly or partly by the
distribution of specific assets, including fully paid shares in, debentures of or other securities of, the Company or any
other corporation.
17.12 If a difficulty arises in regard to such a distribution, the~~D~~ ~~d~~ ~~i~~rectors may settle the matter as they consider
expedient and fix the value for distribution of the specific assets or any part of those assets and may determine that cash
payments will be made to any Members on the basis of the value so fixed in order to adjust the rights of all parties, and
may vest any such specific assets in trustees as the Directors consider expedient. If a distribution of specific assets to a
particular Member or Members is illegal or, in the Directors' opinion, impracticable then the Directors may make a cash
payment to that Member or Members on the basis of the cash amount of the dividend instead of the distribution of
specific assets.
Payment by cheque and receipts from joint holders
17.13 Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque sent through
the post directed:
(a) to the address of the holder as shown in the Register or, in the case of joint holders, to the address shown in the
Register as the address of the joint holder first named in the Register; or
(b) to such other address as the holder or joint holders in writing directs or direct.
17.14 Any one or two or more joint holders may give effectual receipts for any dividends, interest or other money
payable in respect of the shares held by them as joint holders.
Bonus Share Plan
17.15 The Company may, by ordinary resolution in general meeting, authorise the Directors to implement a Bonus
Share Plan on such terms and conditions as are referred to in such resolution and which plan provides for any dividend
which the Directors may declare from time to time under the Clauses in this Part 17, less any amount which the
Company shall either pursuant to this Constitution or any law be entitled or obliged to retain, not be payable on shares
which are participating shares in the Bonus Share Plan but for those shares to carry instead an entitlement to receive an
allotment of additional fully paid ordinary shares to be issued as bonus shares.
17.16 Any resolution passed by the Company in general meeting pursuant to Clause 17.15 may, at any time, be
amended or revoked by the Company by ordinary resolution in general meeting.
Dividend Plans
17.7 (a) Notwithstanding any other provision of this Constitution, but subject to the requirements of the
Corporations Act and, if applicable, the Listing Rules, the Directors may in their absolute discretion establish on such
terms and conditions as they think fit:
(i) plans (to be called a "dividend reinvestment plan" or an "interest reinvestment plan" as the case may
be) for cash dividends paid by the Company in respect of shares issued by the Company and interest paid by
the Company on unsecured notes or debenture stock issued by the Company to be reinvested by way of
subscription for shares in the Company: and

(ii) a plan (to be called a "dividend election plan") permitting holders of shares to the extent that his shares are fully paid up, to have the option to elect to forego his right to share in and dividends (whether interim or otherwise) payable in respect of such shares and to receive instead an issue of shares credited as fully paid up to the extent as determined by the Directors.

(b) The Directors may in their absolute discretion, modify, suspend or terminate all or any plans established pursuant to the Clause 17.17 from time to time on not less than one month's written notice to all Members.

(c) The powers given to the Directors by this Clause 17.17 are additional to the other powers reposed in the Directors by this Constitution and shall not in any way be limited, restricted or otherwise affected by the Clauses in this Part 17 and 18 inclusive.

EXPLANATORY STATEMENT

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Unclaimed dividends

17.18 All dividends declared but unclaimed may be invested by the Directors as they think fit for the benefit of the Company until claimed or until required to be dealt with in accordance with any law relating to unclaimed moneys.

PART 18 CAPITALISATION OF PROFITS

Capitalisation of reserves and profits

18.1 Subject to the Listing Rules th ~~ea~~ Company may capitalise profits. The capitalisation need not be accompanied by the issue of shares. 18.2 Subject to the Listing Rules if the capitalisation involves the issue of shares the Directors may do all things necessary to give effect to the resolution and, in particular, to the extent necessary to adjust the rights of the Members among themselves, may: (a) issue fractional certificates or make cash payments in cases where shares or debentures become issuable in fractions; and (b) authorise any person to make, on behalf of all or any of the Members entitled to any further shares or debentures on the capitalisation, an agreement with the Company providing for the issue to them, credited as fully paid up, of any such further shares or debentures or for the payment up by the Company on their behalf of the amounts or any part of the amounts remaining unpaid on their existing shares by the application of their respective proportions of the sum resolved to be capitalised, and any such agreement is effective and binding on all the Members concerned.

PART 19 NOTICES

Service of notices

19.1 A notice may be given by the Company to any Member or other person receiving notice under this Constitution
either by serving it on the person personally or by sending it by post or facsimile transmission to the person at their
address as shown in the Register or the address or number supplied by the person to the Company for the giving of
notices to the person or to the electronic address nominated by that person.
19.2 If a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying, and
posting a letter containing the notice, and the notice is deemed to have been served three (3) days after the date of its
posting.
19.3 If a notice is sent by facsimile transmission or other electronic means, service of the notice is deemed to be
effected by properly addressing the facsimile transmission and transmitting same and to have been served on the
Business Day following its despatch.
19.4 A notice may be given by the company to the joint holders of a share by giving the notice to the joint holder first
named in the Register in respect of the share.
19.5 Every person who by operation of law, transfer or other means whatsoever becomes entitled to any share is
absolutely bound by every notice given in accordance with this Constitution to the person from whom that person derives
title prior to registration of that person's title in the Register.
19.6 All notices sent by post outside Australia must be sent by pre-paid airmail post or facsimile or in another way
that ensures that it will be received quickly or by the means provided by Clause 19.10.
Persons entitled to notice of general meeting
19.7 Notice of every general meeting must be given in a manner authorised by Clauses 19.1 to 19.6 (inclusive) and
in accordance with the Corporations Act to:
(a) every Member;
(b) every Director or Alternate Director;
(c) the Auditor;
(d) the Exchange (if the Company is listed); and
(e) every person entitled to a share in consequence of the death or bankruptcy of a Member who, but for his death
or bankruptcy, would be entitled to receive notice of the meeting.
19.8 No other person is entitled to receive notices of general meetings.
Change of Address
19.9 The Company shall acknowledge receipt of all notifications of change of address by holders of partly paid
shares.

Incorrect Address

19.10 Where the Company has bona fide reason to believe that a Member is not known at his registered address, and the Company has subsequently made an enquiry in writing at that address as to the whereabouts of the Member which enquiry either elicits no response or a response indicating that the Member or his present whereabouts are unknown, all future notices will be deemed to be given to such Member if the notice is exhibited in the Registered Office (or, in the case of a member registered on a Branch Register, in a conspicuous place in the place where the Branch Register is kept) for a period of 48 hours (and shall be deemed to be duly served at the commencement of that period) unless and until the Member informs the Company that he has resumed residence at this registered address or notifies the Company of a new address to which the Company may send him notices (which new address shall be deemed his registered address).

EXPLANATORY STATEMENT

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PART 20 AUDIT AND ACCOUNTS

Company to keep accounts

20.1 The ~~Ddi~~ rectors must cause the Company to keep accounts of the business of the Company in accordance with the requirements of the Corporations Act and the Listing Rules.

Company to audit accounts

20.2 The ~~Ddi~~ rectors must cause the accounts of the Company to be audited in accordance with the requirements of the Corporations Act and the Listing Rules.

PART 21 WINDING UP

Distribution of assets

21.1 Subject to Clause 21.3, if the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company, divide among the Members in kind the whole or any part of the property of the Company and may for that purpose set such value as the liquidator considers fair on any property to be so divided and may determine how the division is to be carried out as between the Members or different classes of Members.

21.2 The liquidator may, with the sanction of a special resolution of the Company, vest the whole or any part of any such property in trustees on such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no Member is compelled to accept any shares or other securities in respect of which there is any liability.

Order for Winding Up

21.3 Where an order is made for the winding up of the Company or it is resolved by special resolution to wind up the Company, then on a distribution of assets to members, shares classified by the Home Exchange as Restricted Securities at the time of the commencement of the winding up shall rank in priority after all other shares.

21.4 Subject to the rights of Members (if any) entitled to shares with special rights in a winding-up, all monies and property that are to be distributed among Members on a winding-up, shall be so distributed in proportion to the shares held by them respectively, irrespective of the amount paid-up or credited as paid up on the shares.

PART 22 INDEMNITY

22.1 Except as may be prohibited by Sections 199A and 199B of the Corporations Act every Officer, auditor or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer, auditor or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal.

PART 23 OVERSEAS MEMBERS

23.1 Each Member with a registered address outside Australia acknowledges that, with the approval of the Exchange, the Company may, as contemplated by and in accordance with the Listing Rules, arrange for a nominee to dispose of any of its entitlement to participate in any issue of shares or options by the Company to Members.

PART 24 LISTING RULES

Listing Rules

24.1 If the Company is admitted to the Official List of the Exchange, the following clauses apply:

(a) Notwithstanding anything contained in this Constitution, if the Listing Rules prohibit an act being done, the act shall not be done.

(b) Nothing contained in this Constitution prevents an act being done that the Listing Rules require to be done.

(c) If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be).

(d) If the Listing Rules require this Constitution to contain a provision and it does not contain such a provision, this Constitution is deemed to contain that provision.

(e) If the Listing Rules require this Constitution not to contain a provision and it contains such a provision, this Constitution is deemed not to contain that provision.

(f) If any provision of this Constitution is or becomes inconsistent with the Listing Rules, this Constitution is deemed not to contain that provision to the extent of the inconsistency.

PART 25 CHESS

Participation

25.1 The Directors may do anything permitted by the Corporations Act, the Listing Rules or the ~~SCH Business~~ ASTC Settlement Rules which they consider necessary or desirable in connection with the participation of the Company in any computerised or electronic system established or recognised by the Corporations Act, the Listing Rules or the ~~SCH Business~~ ASTC Settlement Rules for the purpose of facilitating dealings in shares.

Sub-Register

25.2 The Company may provide facilities for members to hold securities in the Company on an issuer sponsored sub-register in accordance with the Listing Rules and the ~~SCH Business~~ ASTC Settlement Rules.

EXPLANATORY STATEMENT

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Lien

25.3 The Company may do anything necessary or desirable for it to do under the ~~SCH Business~~ ASTC Settlement Rules to protect or enforce any lien, charge or other right to which it is entitled under any law or under this Constitution. Compliance with ~~SCH Business~~ ASTC Settlement Rules

25.4 The Company shall comply with the Listing Rules and with the ~~SCH Business~~ ASTC Settlement Rules in respect of its participation in CHESS.

EXPLANATORY STATEMENT

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2010 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 2.30pm on Tuesday, 30 November 2010 , 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 the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark 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 1Adoption of Remuneration Report			
Resolution 2Re-election of Director – Craig McGown			
Resolution 3Ratification of Financing Options Issue			
Resolution 4Bass Metals Ltd Performance Incentive Plan			
Resolution 5Bass Metals Ltd Employee Share Loan Scheme			
Resolution 6Issue of Shares to Michael Rosenstreich (or nominee)			
Resolution 7Increase in Non-Executive Directors‟ Fees			
Resolution 8Adoption of Constitution			
Dated this …… day of ……………………… 2010.

PLEASE SIGN HERE

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

AI assistant

GREENWING RESOURCES LTD — AGM Information 2010

65029_rns_2010-10-28_83e8b023-2cd6-41a7-a57e-d53402d29171.pdf

NOTICE OF ANNUAL GENERAL MEETING AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

IMPORTANT INFORMATION

ACN 109 933 995

NOTICE OF ANNUAL GENERAL MEETING

LOCATION: Next Generation Kings Park, (located at the Royal King’s Park Tennis Club), 21 Kings Park Road, West Perth WA 6005

ORDINARY BUSINESS

Financial Reports

RESOLUTION 1: Remuneration Report

RESOLUTION 2: Re-election of Director – Craig McGown

SPECIAL BUSINESS

RESOLUTION 3: Ratification of Financing Options Issue

RESOLUTION 4: Bass Metals Ltd Performance Incentive Plan

RESOLUTION 5: Bass Metals Ltd Employee Share Loan Scheme

and otherwise on the terms and conditions set out in the Explanatory Statement accompanying this Notice of Meeting."

RESOLUTION 6: Issue of Shares to Michael Rosenstreich (or nominee) under the Scheme

RESOLUTION 7: Increase in Non-Executive Directors’ Fees

RESOLUTION 8: Adoption of Constitution

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 – CRAIG MCGOWN

4. RESOLUTION 3: RATIFICATION OF FINANCING OPTIONS ISSUE

5. RESOLUTION 4: BASS METALS LTD PERFORMANCE INCENTIVE PLAN

6. RESOLUTION 5: BASS METALS LTD EMPLOYEE SHARE LOAN SCHEME

6.1 CORPORATIONS ACT APPROVAL

6.1.1 Summary of the Scheme

6.1.2 Summary of the loan terms

6.1.3 Effect of the granting of the financial assistance on the Company

6.1.4 Reasons for providing the financial assistance

6.1.5 Approval sought

6.2 LISTING RULE APPROVAL

6.2.1 Rationale behind the Scheme

6.2.2 Past issues under the Scheme

6.2.3 Approval sought

6.2.4 Voting Exclusion

6.3 RECOMMENDATION OF DIRECTORS

7. RESOLUTION 6: ISSUE OF SHARES TO MICHAEL ROSENSTREICH (OR NOMINEE) UNDER THE SCHEME

7.1 DETAILS OF THE SCHEME

7.3 CORPORATIONS ACT APPROVAL

7.4 LISTING RULE APPROVAL

7.5 ADDITIONAL INFORMATION

Maximum Number of Shares to be issued : 418,410 Shares.

8. RESOLUTION 7: INCREASE IN NON-EXECUTIVE DIRECTORS’ FEES

9. RESOLUTION 8: ADOPTION OF CONSTITUTION

9.1 PRINCIPAL AMENDMENT

9.2 OTHER MINOR AMENDMENTS

9.3 GENERAL

10. SHARE PRICE HISTORY

11. ASX AND ASIC

12. DEFINITIONS

Annexure A

TERMS AND CONDITIONS OF THE FINANCING OPTIONS ISSUED PURSUANT TO RESOLUTION 3

Annexure B

BASS METALS LTD PERFORMANCE INCENTIVE PLAN

PART A – INTRODUCTION

1. NAME OF PLAN

2. DEFINITIONS AND INTERPRETATION

3. ESTABLISHMENT AND TERMINATION OF THE PLAN

4. PURPOSE OF PLAN

5. OPERATION OF THE PLAN

6. ELIGIBILITY

PART B – OFFER OF INCENTIVES

7. OFFER OF OPTIONS AND EXERCISE PRICE

8. INVITATION TO PARTICIPATE WITH RESPECT TO PERFORMANCE RIGHTS

8.1 Invitations

ACCEPTING OFFERS AND INVITATIONS

10. NO CONSIDERATION

11. CERTIFICATES

12. QUOTATION

13. NOT TRANSFERABLE

14. EXERCISE OF OPTIONS AND EXERCISE OF OR VESTING OF PERFORMANCE RIGHTS

OPTIONS

GREENWING RESOURCES LTD AGM Information 2010

RESOURCE FINANCE AND INVESTMENTS BASS METALS LIMITED