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GREENWING RESOURCES LTD Capital/Financing Update 2011

Sep 14, 2011

65029_rns_2011-09-14_336f0278-5ab8-4a4f-b01b-329876649645.pdf

Capital/Financing Update

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ABN 31 109 933 995

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

15 September 2011

Dear Optionholder

ENTITLEMENT OFFER – NOTIFICATION TO OPTIONHOLDERS

Option holder participation

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 ( New Shares ), together with up to approximately 71.1 million free attaching new options ( 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.

Bass Metals will use the proceeds from the Entitlement Offer 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.

The Entitlement Offer is being made to Eligible Shareholders (as defined below), on the basis of 1 New Share for every 3 existing ordinary shares ( Shares ) held at 5.00pm (Perth time) on 23 September 2011 ( Record Date ), together with 1 free attaching New Option for every New Share issued. Each New Option will entitle the Eligible Shareholder to subscribe for 1 Share at a subscription price of $0.20 on or before 30 September 2014. The full terms of the Entitlement Offer are outlined in the Prospectus.

The purpose of this letter is to advise you of the Entitlement Offer and to let you know that, to be eligible to participate in the Entitlement Offer in respect of your options, you must exercise those options and be registered as the holder of the underlying Shares before the Record Date.

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 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.

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.

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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Shareholders who do not satisfy these criteria are ineligible shareholders ( Ineligible Shareholders ) and will not be eligible to participate in the Entitlement Offer.

The current proposed timetable* for the Entitlement Offer is as follows:

Event Date
Announcement of the Entitlement Offer and lodgement of Appendix 3B
and Prospectus with ASX (prior to commencement of trading)
15 September 2011
Record Date 23 September 2011
Entitlement Offer opens 29 September 2011
Prospectus (including entitlement and acceptance form) dispatched 29 September 2011
Entitlement Offer closes 18 October 2011
Allotment of New Shares and New Options 26 October 2011
Holding statements despatched 26 October 2011
  • The timetable is indicative only and may change, subject to the requirements of the ASX Listing Rules and the Corporations Act.

Option Holders

To exercise your options, you will need to give notice in writing to Bass Metals (details below), together with an option certificate for cancellation and payment of the exercise price for each option exercised, in accordance with the terms and conditions of issue of those options.

Postal address or hand delivery:

The Company Secretary Bass Metals Ltd Level 1, 91 Havelock Street West Perth WA 6005

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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