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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.