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GREENWING RESOURCES LTD Capital/Financing Update 2011

Sep 14, 2011

65029_rns_2011-09-14_2ce5e37f-9e69-4249-a488-1b5b1a09f24a.pdf

Capital/Financing Update

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ABN 31 109 933 995

15 September 2011

Dear Shareholder

Bass Metals Ltd - Entitlement Offer Notice to Ineligible Shareholders

On 12 September 2011, Bass Metals Ltd ABN 31 109 933 995 ( Bass Metals ) announced to ASX that it would be undertaking a pro rata non-renounceable entitlement offer of up to approximately 71.1 million fully paid ordinary shares, together with up to approximately 71.1 million free attaching new options ( Entitlement Offer ).

The Entitlement Offer will not be underwritten. However, the minimum amount to be raised in order for the Entitlement Offer to proceed is $8 million.

This letter is to inform you about the Entitlement Offer, and to explain why you will not be able to subscribe for New Shares and New Options (defined below) under the Entitlement Offer. This letter is not an offer to issue New Shares or New Options to you, nor an invitation for you to apply for New Shares or New Options. You are not required to do anything in response to this letter.

The Entitlement Offer and use of proceeds

The purpose of the Entitlement Offer is to raise funds to:

  • manage a short-term working capital requirement largely associated with the Hellyer Mine Project;

  • maintain an appropriate working capital position; and

  • provide adequate funding to sustain a large scale exploration and refractory gold recovery feasibility study program.

Details of the Entitlement Offer

Under the Entitlement Offer, Eligible Shareholders (defined below) who are shareholders as at 5.00pm (Perth time) on the record date of 23 September 2011 ( Record Date ) will be entitled to subscribe for 1 fully paid ordinary share ( New Share ) at an issue price of $0.15 per New Share for every 3 shares they hold, together with 1 free attaching new option ( New Option ) for every New Share issued. Each New Option will entitle the Eligible Shareholder to subscribe for 1 new share at a subscription price of $0.20 on or before 30 September 2014.

Eligibility Criteria

Bass Metals is making the Entitlement Offer available to Eligible Shareholders only. Eligible Shareholders are those persons who:

  • are the registered holder of Bass Metals shares at 5.00pm (Perth time) on the Record Date;

  • have a registered address in Australia or New Zealand;

  • are not in the United States or a U.S. Person or acting for the account or benefit of a U.S. Person (each as defined in rule 902 of the U.S. Securities Act of 1933, as amended); and

  • are eligible under all applicable securities laws receive an offer under the Entitlement Offer.

Level 1, 91 Havelock Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 6315 1300 Facsimile (08) 9481 2846 www.bassmetals.com.au

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In limited circumstances, and in Bass Metals' absolute discretion, Bass Metals may elect to treat as Eligible Shareholders certain institutional or sophisticated shareholders who would otherwise not be Eligible Shareholders because their registered addresses are not in Australia or New Zealand.

Shareholders who do not satisfy these criteria are ineligible shareholders ( Ineligible Shareholders ).

The restrictions on eligibility arise because of the legal and regulatory requirements in countries other than Australia and New Zealand and the costs of complying with these legal and regulatory requirements compared to the relatively small number of shareholders in those countries, the relatively small number of shares they hold and the relatively low value of New Shares and New Options to which they would otherwise be entitled. Bass Metals has determined, pursuant to Listing Rule 7.7.1(a) of the ASX Listing Rules, that unfortunately it would be unreasonable to make offers to shareholders in certain countries under the Entitlement Offer.

Unfortunately, according to our records, you do not satisfy the eligibility criteria for an Eligible Shareholder stated above. Accordingly, in compliance with Listing Rule 7.7.1(b), Bass Metals wishes to advise you that you are an Ineligible Shareholder and that it will not be extending the Entitlement Offer to you and you will not be able to subscribe for New Shares or New Options under the Entitlement Offer. You will not be sent the documents relating to the Entitlement Offer. You are not required to do anything in response to this letter.

On behalf of the Board and management of Bass Metals, thank you for your continued interest in Bass Metals.

Yours faithfully

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Michael Rosenstreich Managing Director Bass Metals Ltd

IMPORTANT INFORMATION

This letter is issued by Bass Metals Ltd ABN 31 109 933 995 (" Bass Metals" ). This letter is not a prospectus or offering document under Australian law or under any other law. It is for information purposes only and does not constitute an offer, invitation or recommendation to subscribe for, retain or purchase any securities in Bass Metals in any jurisdiction. The provision of this document is not, and should not be considered as, financial product advice. The information in this document is general information only, and does not take into account your individual objectives, taxation position, financial situation or needs. If you are unsure of your position, please contact your accountant, tax advisor, stockbroker or other professional advisor.

This letter does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “ Securities Act ”) (“ U.S. Person ”). No action has been or will be taken to register, qualify or otherwise permit a public offering of the New Shares or New Options in any jurisdiction outside Australia, New Zealand and certain other jurisdictions. In particular, neither the entitlements nor the New Shares and New Options have been, or will be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States. Accordingly, the entitlements may not be taken up by, and the entitlements and New Shares or New Options may not be offered or sold to, persons in the United States or persons who are U.S Persons or are acting for the account or benefit of U.S. Persons, except in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.

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