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GREENWING RESOURCES LTD Capital/Financing Update 2007

Mar 18, 2007

65029_rns_2007-03-18_7050c090-0667-4438-8478-96ee688d8038.pdf

Capital/Financing Update

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 171/96. Origin: Appendix 5. Amended 171/98. 1/9/99. 171/2000. 30/9/2001. 11/3/2002. 1/1/2003. 24/10/2005.

Name of entity

Bass Metals Ltd

ABN

31 109 933 995

We (the entity) give ASX the following information.

Part 1 - All issues

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

+ Class of + securities issued or to be
issued
a. Ordinary shares.
b. Listed options
2 Number of $\pm$ securities issued or to
be issued (if known) or maximum
number which may be issued
a. Approximately 15,831,878 ordinary shares.
b. Approximately 3,957,970 options.
3 Principal terms of the *securities a. Fully paid ordinary shares.
(eg, if options, exercise price and
expiry date; if partly
paid
*securities, the amount outstanding
and due dates for payment; if
b. Listed options $-$ exercisable at \$0.40 on or
before 30 April 2010.
securities.
*convertible
the
conversion price and dates
for
conversion)
  • See chapter 19 for defined terms.
4 Do the securities rank equally in all
respects from the date of allotment
with an existing
class of quoted
*securities?
If the additional securities do not
rank equally, please state:
the date from which they do
extent to
which
the
they
participate for the next dividend,
$\lim$
the.
case
of
a.
trust.
distribution) or interest payment
the extent to which they do not
rank equally, other than in
relation to the next dividend,
distribution or interest payment
a. Yes - fully paid ordinary shares.
b. No – new class of quoted options. Shares
issued on exercise of the options will rank
equally with existing quoted fully paid ordinary
shares.
5 Issue price or consideration a. \$0.28
b. Free attaching option
6 Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
The funds raised will be used by the Company
to provide working capital support to its
proposed Que River mining project and to
maintain the current vigorous level
оf
exploration activity, particularly to follow-up on
promising results from several regional targets.
7 Dates of entering + securities into
uncertificated holdings or despatch
of certificates
26 April 2007 (anticipated)
Number + Class
8 and + class
all
Number
- of
*securities
quoted
ASX
O(1)
70,181,337 Ordinary shares
(including the securities in clause
2 if applicable)
6,076,875 Options exercisable at
cents each and
25
expiring 31 July 2007
3,957,970 Options exercisable at
cents each
40
and
expiring
30
April
2010.

+ See chapter 19 for defined terms.

Number + Class
9 Number
and
tclass +
of
all
*securities not quoted on ASX
8,978,054 Ordinary shares.
(including the securities in clause
2 if applicable)
2,170,625 Options exercisable at
25 cents and expiring
31 July 2007.
2,475,000 Options exercisable at
25 cents and expiring
31 December 2007.
350,000 Options exercisable at
30 cents and expiring
31 December 2007.
350,000 Options exercisable at
35 cents and expiring
31 December 2007.
1,600,000 Options exercisable at
27.5
and
cents
expiring 22 December
2011.
500,000 Options exercisable at
37.5
cents
and
expiring 31 December
2011.

Dividend policy (in the case of a $NA$ trust, distribution policy) on the increased capital (interests) $101$

Part 2 - Bonus issue or pro rata issue

11 holder
approval
security
1s.
required?
Nο
12 Is the issue renounceable or non- Renounceable
renounceable?
13 Ratio in which the *securities will
be offered
1 new Share for every 4 existing Shares held
together with 1 free attaching new Option for
every 4 new Shares issued.
14 + Class of + securities to which the
offer relates
Ordinary shares.

$+$ See chapter 19 for defined terms.

Appendix 3B New issue announcement

15 determine
+ Record
date
tο
entitlements
28 March 2007
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
No
17. Policy for deciding entitlements in
relation to fractions
Rounded up to the nearest whole dollar.
18 Names of countries in which the
entity has *security holders who
will not
be
issue
sent
new
documents
Note: Security holders must be told how their
entitlements are to be dealt with.
All countries other than Australia and New
Zealand.
Cross reference: rule 7.7.
19 οf
Closing
date
for receipt
acceptances or renunciations
18 April 2007
20 Names of any underwriters Patersons Securities Limited
(ACN 008 896 311)
21 Amount of any underwriting fee or
commission
fee
of
4%
Underwriting
οf
amount
underwritten, plus a management fee of 1% of
total funds raised plus \$30,000 corporate
advisory fee.
22. Names of any brokers to the issue Patersons Securities Limited
23. Fee or commission payable to the
broker to the issue
Included in 21 above.
24 Amount of any handling
fee
brokers who lodge
payable to
acceptances or renunciations
on
behalf of + security holders
Nil.
25. If the issue is contingent on
*security holders' approval, the date
of the meeting
NA
26. Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
30 March 2007

+ See chapter 19 for defined terms.

27. If the entity has issued options, and
the terms entitle option holders to
15 March 2007
participate on exercise, the date on
which notices will be sent to option
holders
28 Date rights trading will begin (if
applicable)
22 March 2007
29. Date rights trading will end (if
applicable)
11 April 2007
30 How do *security holders sell their
entitlements in full through a
broker?
Shareholders wishing to sell all of their
entitlement on ASX, should complete the
section
headed "Instructions
10 o
your.
Stockbroker" on the back of the "Entitlement"
and Acceptance Form" and forward it to their
stockbroker as soon as possible.
31 How do *security holders sell part
of their entitlements through a
broker and accept for the balance?
Shareholders wishing to accept part of their
entitlement and sell the balance on ASX,
should complete the relevant parts of the
"Entitlement and Acceptance Form"
as.
follows:
indicate in Part 1 the number of new
Shares
to to
be accepted and
the
application monies;
indicate in the "Instructions to your
٠
Stockbroker" section on the back of
the "Entitlement and Acceptance
Form" the number of new Shares
accepted and application monies and
the number of rights to be sold.
A cheque in Australian dollars must be made
payable to "Bass Metals Rights Issue" and
crossed "Not Negotiable" for the appropriate
application monies being \$0.28 per new Share.
The new options are free and require no
money to be paid for them upon application.
Shareholders
the
must
send
completed
"Entitlement and Acceptance Form" with the
cheque attached to their stockbroker as soon as
possible.

$+$ See chapter 19 for defined terms.

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

Issuer sponsored Shareholders who wish to transfer their Entitlement to another person (other than on ASX), must send the following documents to the Share Registry by the Closing Date of 18 April 2007:

  • a completed standard renunciation form (obtainable from the Share Registry or their stockbroker) signed by both the Shareholder (as seller) and the buver:
  • the Shareholder's original "Entitlement and Acceptance Form" completed by the buyer; and
  • the buver's cheque for the appropriate application monies at \$0.28 per new Share.

CHESS Shareholders who wish to transfer their entitlement to another person (other than on ASX), must contact their sponsoring broker as soon as possible.

33 +Despatch date 27 April 2007

Part 3 - Quotation of securities

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

  • 34 Type of securities (tick one)
  • Securities described in Part 1

$(b)$

$(a)$

35

All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

Information to be provided for listed options following the grant of the securities.

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

+ See chapter 19 for defined terms.

36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ $5,001 - 10,000$ $10,001 - 100,000$ $100,001$ and over

37

A copy of any trust deed for the additional *securities

Entities that have ticked box 34(b)

38 Number of securities for which
+ quotation is sought
NA
39 Class of *securities for which
quotation is sought
40 Do the securities rank equally in all
respects from the date of allotment
with an existing
class of quoted
*securities?
If the additional securities do not
rank equally, please state:
the date from which they do
٠
the extent to which they
۰
participate for the next dividend,
case
of
(in
the.
a.
trust.
distribution) or interest payment
the extent to which they do not
۰
rank equally, other than in
relation to the next dividend,
distribution or interest payment
41 Reason for request for quotation
now
Example: in the case of restricted securities, end of
restriction period
(if issued upon conversion of
another security, clearly identify that
other security)
42 Number and + class of all + securities
quoted on ASX (including
the
securities in clause 38)
Number + Class

+ See chapter 19 for defined terms.

Quotation agreement

  • *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ quote the *securities on any conditions it decides.
  • $\overline{2}$ We warrant the following to ASX.
  • The issue of the *securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those *securities should not be granted *quotation.
  • An offer of the *securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the Corporations Act.

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

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the $\overline{\phantom{a}}$ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.
  • We will indemnify ASX to the fullest extent permitted by law in respect of any $\mathbf{3}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  • $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before +quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Wthate

Sign here:

(Director/Company secretary)

Date: 19 March 2007

Print name: Susan Hunter


. . . . . . . .

+ See chapter 19 for defined terms.