GREENWING RESOURCES LTD — Capital/Financing Update 2013

Jul 29, 2013

ASX / Media Release

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30 July 2013

Strategic Agreement Signed To Acquire And Develop Turkish Mining Opportunities

Highlights:

• Non-binding MoU signed to jointly investigate and develop strategic Turkish mining assets

• JV partner has strong Turkish mining credentials and business connections

• Turkey identified as having strong prospectivity in areas serviced by excellent infrastructure

• Due diligence on potential asset acquisitions progressing

Bass Metals Ltd (ASX:BSM) is pleased to announce it has signed a non-binding memorandum of understanding (MoU) with a private Turkish group with strong mining credentials under which the two companies will acquire, explore and develop mining projects in Turkey through a 50:50 Turkish joint venture company (TJVC) structure.

This first step follows in-depth evaluation of Turkish mining opportunities by Bass after the Company identified the country as being underexplored but with favourable geology, a progressive minerals and commercial policy framework as well as being well endowed with high quality regional infrastructure.

The partner to the MoU, a private group of investors referred to herein as Turkey Mining Co. (TMCo), brings together a group with strong mining, business and political connections in the country.

Bass and TMCo are now progressing the non-binding MoU to a binding Strategic Alliance Agreement as quickly as possible. In parallel with these discussions, the joint venture partners plan to continue a project due diligence and acquisition process as well as prepare for the establishment of the TJVC.

The strategic alliance between Bass and TMCo will feature:

• An equal funding model between Bass and TMCo supporting the creation of the TJVC;

• A business building process for which Bass has the funds to advance opportunities to a meaningful stage, without committing an excessive amount of its current capital; and

• Bass contributing exploration and mining skills and TMCo contributing projects and local operating experience.

Bass Metals’ Managing Director, Mike Rosenstreich, said Turkey is attracting increasing global mining interest spurred on by recent changes to the Mining Law establishing a “use it or lose it” structure and the country’s strong prospectivity for new mineral deposits.

“This is a low cost initiative for Bass to start an ongoing business building process in a terrain renowned for large scale, high-grade polymetallic deposits. Turkey features well in the latest Fraser Institute survey ranking 22 out of 96 for the index of Mineral Potential, that’s higher than Ghana at 23rd and many of the Australian states and territories.”

“TMCo is a strong local partner with substantial financial capacity, long-term generational mining industry relationships and deep political connections through its key shareholders.

“Bass and TMCo have a common vision to create a significant local mining company by establishing a project pipeline, which in time is planned to include production assets.”

Key aspects of the non-binding MoU comprises:

• An equal funding model into the 50:50 Turkish registered TJVC;

• TMCo to present project opportunities, logistical support and Turkish operational experience;

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ASX / Media Release

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• Bass contributes the technical skills to evaluate, explore and potentially develop these exploration and mining projects in the TMCo “pipeline”;

• TMCo to receive 15 million ordinary Bass shares for establishing the TJVC and to recognise the connections TMCo will introduce, the sunk costs on several projects the joint venture may acquire and to reinforce alignment between the partners; and

• The relationship between Bass and TMCo is on an exclusive basis with each party to first offer any exploration and mining opportunities it identifies in Turkey to the TJVC on a first right of refusal basis.

Mr Rosenstreich said an important aspect of this transaction is that both parties are funding the work, which is a strong sign of support from TMCo for the projects it identifies.

Background

Bass has been assessing the potential to establish a Turkey focused mining business since March 2013, when several project and investment opportunities were presented by one of its European based shareholders. Since that time it has completed various due diligence meetings and site visits and has been able to progress to a stage where the key components of this initiative, in particular this nonbinding MoU, are in place to enable Bass to advance towards a binding agreement around which the Company can build its presence in the Turkish mining scene.

Bass has been able to rapidly advance to this point through the support of Perth based Ponte Capital Pty Ltd whose Principals have over the past two years been focused on assessing mining opportunities and establishing a significant business network in Turkey. Bass and Ponte are now finalising a consultancy agreement under which Ponte will continue to work with Bass on an exclusive basis supporting the TJVC.

Subject to finalising the Ponte consultancy agreement and the execution of a binding Strategic Alliance Agreement between Bass and TMCo, based on the terms of the MoU, Bass intends to issue Ponte 5 million ordinary shares as an initial Incentive and a further 2 million ordinary shares upon the TJVC projects achieving certain technical milestones. Bass also intends to issue to TMCo 15 million ordinary shares (as detailed above) subject to the TJVC securing the Initial Projects and execution of the Strategic Alliance Agreement. Neither Ponte nor TMCo are a related party of Bass for the purposes of the ASX Listing Rules and any issue to Ponte or TMCo is intended to be made within Bass' available capacity under ASX Listing Rule 7.1 without shareholder approval.

Bass’ management plans to spend significant time in Turkey, working with Ponte and TMCo to establish the business, undertake technical work on the projects and evaluate new opportunities.

Bass has compiled a detailed Turkey focused business strategy split into three phases; establishment, consolidation and realisation over 3 to 5 years. Further details on the overall business strategy in Turkey, progress on the finalisation of the Strategic Alliance Agreement, the proposed joint venture projects and Bass and TMCo’s initial funding commitments as well as further details on TMCo will be reported as the transaction progresses.

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ASX / Media Release

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Figure 1: Major Gold and Base Metal Deposits in Turkey – including TJVC’s initial target areas.

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[ Note : The tonnages and grades above are presented to provide examples of the regional metal endowment, they are not necessarily JORC Code compliant resources and they are not represented as being attributable to Bass in any way]

Competent Persons Statement

The information in this report that relates to Mineral Resource estimates is based on information compiled by Mr Michael Rosenstreich who is a fulltime employee of Bass Metals and a Member of the Australasian Institute of Mining and Metallurgy. Mr Rosenstreich has sufficient experience which is relevant to the style of mineralisation and type of deposit and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code)”. Mr Rosenstreich consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.

Disclaimer

This announcement contains certain forward looking statements. Forward looking statements can generally be identified by the use of forward looking words such as, “expect”, "intend", “should”, “could”, “may”, “will”, “believe”, "propose", “forecast”, “targets”, “outlook” and other similar expressions. The forward looking statements contained in this announcement are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of Bass Metals, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. Bass Metals cautions shareholders and prospective shareholders not to place undue reliance on these forward looking statements. The forward looking statements are based on information available to Bass Metals as at the date of this announcement. Except as required by law or regulation (including the ASX Listing Rules), Bass Metals undertakes no obligation to provide any additional or updated information whether as a result of new information, future events or results or otherwise.

Contact

Mike Rosenstreich Managing Director - Bass Metals Limited T: +61 (0)8 6315 1333

Media

David Ikin/Colin Hay Professional Public Relations T: +61 (0)8 9388 0944

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