GREENWING RESOURCES LTD — Capital/Financing Update 2011

Sep 13, 2011

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 Unlisted Convertible Notes. be issued Note – due to an administrative oversight, this Appendix 3B should have been lodged on 8 August 2011 being the date of issue of the 3,300,000 Convertible Notes.

2 Number of[+] securities issued or to 3,300,000 Convertible Notes. be issued (if known) or maximum number which may be issued

• See chapter 19 for defined terms.

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• 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)

Convertible Notes have a face value of $1 and are convertible into shares at a conversion price of $0.15 per Share. If a further fundraising is undertaken by way of a Convertible Note (ie Tranche 2) and if the conversion price of any Tranche 2 convertible note issue occurring within 3 months from the date of issue of the Convertible Notes is $0.13 or lower per Share, then the Conversion Price shall be reduced to match the conversion price of these Tranche 2 notes.

The notes bear interest at the rate of 11% per annum payable quarterly in advance or at the rate consistent with the interest rate on any Tranche Two convertible note issue occurring within 3 months from the date of issue of the Convertible Notes if the Tranche 2 coupon rate is greater than 12.1%. The convertible notes have a maturity date of 8 August 2014, three years from the date of issue.

Unless converted or redeemed before the maturity date, the Convertible Notes must be redeemed in full on the maturity date. At any time after 18 months from the issue date of the Convertible Notes, the Company has the right to redeem in full the outstanding Convertible Notes at a redemption price representing 120% of the outstanding principal amount (plus accrued but unpaid interest). The Convertible Note holders will have the opportunity to elect to convert any or all of the outstanding Convertible Notes in the event that the Company exercises this early redemption option.

4 Do the[+] securities rank equally in No – unlisted Convertible Notes. Shares all respects from the date of issued on conversion of the Convertible allotment with an existing[+] class Notes will rank equally with existing quoted of quoted[+] securities? fully paid ordinary shares. 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

• 5 Issue price or consideration

$1.00 per Convertible Note.

6 Purpose of the issue Issue of Convertible Notes to professional (If issued as consideration for the and sophisticated investors raising $3.3 acquisition of assets, clearly million (before costs) as announced to ASX identify those assets) on 8 August 2011. 7 Dates of entering +securities 8 August 2011 into uncertificated holdings or despatch of certificates

• See chapter 19 for defined terms.

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8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	~~+~~Class
	213,430,823	Ordinary shares. (Code: BSM)
	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.

*** Note** – The following options have lapsed pursuant to the terms of the BSM employee share option plans: 90,000 Options exercisable at $0.425 on or before 16 October 2012. 200,000 Options exercisable at $0.25 on or before 1 September 2013. 200,000 Options exercisable at $0.35 on or before 1 September 2013. 200,000 Options exercisable at $0.50 on or before 1 September 2013. 140,000 Options exercisable at $0.22 on or before 5 July 2013. 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	N/A

• See chapter 19 for defined terms.

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22 Names of any brokers to the issue

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

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 NA +quotation is sought

• 39 Class of +securities for which quotation is sought

• See chapter 19 for defined terms.

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• 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: ~~(Director~~ /Company secretary)

Date: 14 September 2011

Print name: SUSAN HUNTER

• See chapter 19 for defined terms.

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