GREENWING RESOURCES LTD — Capital/Financing Update 2011

Sep 14, 2011

ABN 31 109 933 995

15 September 2011

The Manager Companies Company Announcements Australian Securities Exchange 20 Bridge Street SYDNEY NSW 2000

Dear Sir

NON-RENOUNCEABLE ENTITLEMENTS OFFER

Bass Metals Ltd (ASX:BSM) (“Bass” or the “Company”) is pleased to offer eligible shareholders the opportunity to subscribe for one fully paid ordinary share (“New Share”) plus one free attaching new option (“New Option”) for every three existing shares held at 5.00pm (Perth time) on the Record Date of 23 September 2011, with any fractional entitlements being rounded down, via a non-renounceable entitlements offer (“the Offer”).

The price for each New Share shall be $0.15 and the free attaching New Option, which is planned to be listed on the ASX, will have an exercise price of $0.20 each and will expire on 30 September 2014.

The minimum raising under the Offer will be $8 million and, if fully subscribed, the total amount raised (before costs) will be approximately $10.7 million.

• The funds from the Offer are intended to be used to:

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

• maintain an appropriate working capital position; and

• sustain a large scale exploration and refractory gold recovery feasibility study program.

The maximum number of New Shares which will be issued under the Offer is approximately 71,143,608 and the maximum number of free attaching New Options which will be issued under the Offer is also approximately 71,143,608. The New Shares will rank equally with existing Shares of the Company from the date of allotment. The Company will apply to have the New Shares and New Options quoted on ASX.

Eligible shareholders will be offered an opportunity to apply for additional New Shares and New Options under any shortfall. The Directors reserve the right to issue the shortfall at their discretion in accordance ASX Listing Rule 7.2 (exception 3). The shortfall to the Offer may be placed by the Directors of the Company at their sole discretion to any party, other than to related parties, within three months of the close of the Offer.

Helmsec Global Capital Limited is the Lead Manager to the Offer.

A proposed timetable and Appendix 3B in relation to the Offer are attached.

By order of the Board

==> picture [83 x 41] intentionally omitted <==

Susan Hunter Company Secretary

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

==> picture [106 x 39] intentionally omitted <==

Proposed Timetable

Offer announced via ASX/Lodgement of Prospectus with ASIC (prior to	15 September 2011
the commencement of trading)
Notice sent to existing Option holders notifying them that they cannot	15 September 2011
participate in the Offer in respect of their Options without first exercising
them
Notice sent to Eligible Shareholders containing Appendix 3B information	15 September 2011
and details of the Offer timetable
Notice sent to Ineligible Shareholders with registered addresses outside	15 September 2011
Offer jurisdictions that are ineligible to participate in the entitlement offer
Shares trade ex-entitlements (Ex date)	19 September 2011
Record Date (date for determining entitlements of Eligible Shareholders	23 September 2011
to participate in the Offer)
Prospectus and Entitlement and Acceptance Form dispatched to	29 September 2011
Eligible Shareholders
Acceptances close (Closing Date) *	18 October 2011
Company to notify ASX of undersubscriptions (if any) **	21 October 2011
Allotment and issue of New Shares and New Options **	26 October 2011
Company to request re-quotation of Shares on ASX **	26 October 2011
Dispatch of holding statements **	26 October 2011
New Shares and New Options commence trading on ASX **	27 October 2011

• Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of allotment and issue for the New Shares and New Options.

** These dates are indicative only.

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

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 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 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).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	1. Fully paid ordinary shares. 2. Quoted options to acquire fully paid ordinary shares.
	1. Up to 71,143,608 fully paid ordinary shares (subject to rounding of entitlements) as described in the prospectus lodged with ASX on 15 September 2011. 2. Up to 71,143,608 quoted options (subject to rounding of entitlements) as described in the prospectus lodged with ASX on 15 September 2011.
	1. Fully paid ordinary shares. Shares will rank equally with all other fully paid ordinary shares. 2. Quoted options to acquire ordinary shares in the Company exercisable at $0.20 each on or before 30 September 2014.

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

4 Do the[+] securities rank equally in 1. Yes - fully paid ordinary shares. all respects from the date of allotment with an existing[+] class 2. No – quoted options. New class of of quoted[+] securities? quoted security. Shares issued on exercise of the options will rank equally with existing If the additional securities do not quoted fully paid ordinary shares. rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in 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 5 Issue price or consideration 1. $0.15 per fully paid ordinary share. 2. Nil. 6 Purpose of the issue Shares to be issued in accordance with a (If issued as consideration for the non-renounceable entitlement offer acquisition of assets, clearly determined on the basis of one share for identify those assets) every three shares held at 5.00pm (Perth time) on the record date of 23 September 2011, together with one free attaching option for each share issued. The funds raised are intended to be used to maintain the planned major exploration program, complete the Gold Recovery Project feasibility study and for general working capital. 7 Dates of entering +securities Expected to be 26 October 2011. into uncertificated holdings or despatch of certificates

8 Number and +class of all +securities quoted on ASX ( including the securities in clause 2 if applicable)

Number ~~+~~ Class 284,574,431 (subject to Ordinary shares. (Code: the take up of BSM) entitlements under the entitlement offer and the rounding of entitlements) 71,143,608 (subject to the $0.20 options exercisable take up of entitlements on or before 30 under the entitlement September 2014. offer and the rounding of entitlements)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	~~+~~Class
	1,375,000 225,000 425,000 250,000 1,055,000 400,000 400,000 200,000 300,000 300,000 300,000 950,000 3,000,000 1,090,000 200,000 200,000 200,000 150,000 150,000 150,000 200,000 200,000 200,000 5,900,000 3,300,000	Options exercisable at 27.5 cents and expiring 22 December 2011. Options exercisable at 37.5 cents and expiring 31 December 2011. Options exercisable at 51 cents and expiring 31 December 2012. Options exercisable at 37.5 cents and expiring 2 November 2011. Options exercisable at $0.425 on or before 16 October 2012. Options exercisable at $0.25 on or before 1 September 2013. Options exercisable at $0.35 on or before 1 September 2013. Options exercisable at $0.50 on or before 1 September 2013. Options exercisable at $0.26 on or before 31 December 2012. Options exercisable at $0.285 on or before 31 December 2012. Options exercisable at $0.305 on or before 31 December 2012. Options exercisable at $0.30 on or before 31 December 2012. Options exercisable at $0.228 on or before 22 September 2013. Options exercisable at $0.22 on or before 5 July 2013. Options exercisable at $0.205 on or before 11 October 2014. Options exercisable at $0.29 on or before 11 October 2014. Options exercisable at $0.41 on or before 11 October 2014. Options exercisable at $0.435 on or before 31 January 2015. Options exercisable at $0.61 on or before 31 January 2015. Options exercisable at $0.88 on or before 31 January 2015. Options exercisable at $0.26 on or before 27 August 2015. Options exercisable at $0.365 on or before 27 August 2015. Options exercisable at $0.525 on or before 27 August 2015. Options exercisable at $0.318 on or before 27 May 2014. Convertible notes expiring on 8/8/14, conversion price 15c,interest at 11%pa.

10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests) Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue	No.
	Non- renounceable.
	One New Share for every three shares held at at 5.00pm (Perth time) on the Record Date, together with one free attaching New Option for everyone New Share issued.
	Fully paid ordinary shares.
	23 September 2011.
	No.
	All fractions will be rounded down.
	Singapore, United Kingdom, United States of America, Hong Kong, United Arab Emirates, Switzerland, Germany, Japan, Netherlands, Thailand, British Virgin Islands and South Africa.
	18 October 2011
	NA
	NA
	Helmsec Global Capital Limited

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose	The Lead Manager will receive a cash fee of 5.5% (plus GST) on all funds raised under the Entitlement Offer and any New Shares placed under the Shortfall and Helmsec (or its nominee) will receive options equivalent to 5% of the total number of New Shares issued under the Entitlement Offer. These options will have identical terms to the New Options. The Lead Manager has received a retainer of $25,000 per month for a period of three months up to the end of September.
	Nil
	NA
	29 September 2011.
	15 September 2011.
	NA
	NA
	NA
	NA
	NA

of their entitlements (except by sale through a broker)? 33 +Despatch date 26 October 2011

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 ) (a)[Securities described in Part 1 ]

(b)[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

35 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

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

39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7

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

• the extent to which they participate for the next dividend, (in 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

• 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)

Number +Class

42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 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 +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 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.

Sign here: Date: 15 September 2011 ~~(Director~~ /Company secretary)

Print name: SUSAN HUNTER

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 9