GREENWING RESOURCES LTD — Interim / Quarterly Report 2008

Oct 29, 2007

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ABN 31 109 933 995
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30 October 2007

The Manager Companies Company Announcements Australian Stock Exchange 20 Bridge St Sydney NSW 2000

Dear Sir

SEPTEMBER 2007 QUARTERLY REPORT OF ACTIVITIES & CASHFLOW

Base Metals

Mine Development – Que River

• Mining operations and ore deliveries to Zinifex’s Rosebery flotation concentrator have commenced.

• Overall cost and production outcomes during the period were on track with forecasts. October ore deliveries will be impacted by exceptionally heavy rain that held up completion of the water settlement dam; a prerequisite for starting ore production at S-Lens, but the dam is now complete and it is expected that the delivery shortfall will be made up over the next few months.

Exploration Activities

Hellyer Mine project

• Four diamond drill holes were completed at the Southern Barite Lens target.

• HLD957 intersected 57 metres downhole at 9.2% Zn, 4.7% Pb, 94g/t Ag & 2.9 g/t Au.

Que River

• Completed diamond drill hole testing a DHEM target beneath S-Lens at 633 metres. Whilst no massive base metal sulphide was intersected the DHEM survey suggests that the target was not intersected and may lie above and to the south.

Zinifex Hellyer Exploration Alliance (HEA)

• A further 3 diamond drill holes were completed (4th in progress) as part of a $2.0M drill programme testing for new Hellyer-Que River style mineralised targets.

• Significant VHMS style alteration has been intersected in the new Switchback Target. The alteration contained visible sphalerite and galena and returned anomalous base metal and gold assay results. This target is the most prospective of the targets tested to date within the HEA and is the focus of follow-up work as part of the Alliance program.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Regional Exploration

• Bonds Range - further soil sampling has been completed to aid in planning of second drill programme to follow-up on discovery intercept of 3.5 metres at 5% Pb, 1.1% Zn, 120g/t Ag and 1.1 g/t Au in BRD001.

• Drilling programme planned and approved for the advanced Magnet base metal project.

• Data compilation and modelling completed for the Farrell Line base metals project and drill programme planned.

Nickel & Platinum Group Metals (PGM)

Three nickel-in-soil anomalies identified at Heazlewood in favourable geological positions with potential to host nickel sulphide mineralisation. Follow-up soil sampling has been completed in preparation for geophysical work to identify drill targets.

Corporate Administration

Cash at bank at the end of the Quarter comprises $3.7 million, following exploration expenditure of $0.9 million, 1.0 million on Que River development and operating costs and after receipt of $0.7 million for ore sold during the two ore trials.

The Company commenced executing its hedging programme for the Que River Stage 1 development which currently comprises Lead and Zinc Put options to create a floor price and AUD Call options to cap exposure to the USD exchange rate at US$0.91. The currency leg has been completed subsequent to the end of the Quarter for the entire assumed USD denominated Stage 1 revenue. The metal leg of the hedging is ongoing.

The listed 25 cent (ASX:BSMO) options expired during the Quarter and had a 98% exercise rate.

Subsequent to quarter’s end the Company completed a placement to mainly new institutional investors to raise $5.4 million to fund mine development costs, boost exploration activities and for general working capital.

Commentary

The September Quarter has been another busy and eventful period;

….. on the base metals production side of the business,

Bass Metals has become a base metals producer.

It is early days in establishing the Que River operations but so far trends and outcomes are generally positive. Subsequent to quarter’s end heavy rain impacted on the ore delivery schedule because it held up completion of a water settlement dam and hence access into the S-Lens pit. The dam is now finished, and it is important to note that even with half a metre of rain in October we were able to continue most mining activities except the dam construction. It is expected that the delivery shortfall will be made up over the next few months.

The focus for the next quarter is to consolidate the Que River operations to steady state, 5,000 to 8,000 tonnes per month of ore production. This 12 to 18 month mine life at Que

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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River represents only 15% of the 736,000t total combined Mineral Resource* and focus will also now shift toward increasing the ore reserve into stage 2 and beyond.

Significant further growth potential in the Company’s base metal resource and production profile was demonstrated with:

• a. The drill intercept of 57 metres at a Zn equivalent grade* of 19% at the un-mined Southern Barite Lens immediately south of the Hellyer deposit; and,

• b. Subsequent to the close of the Quarter with the release of the initial Mineral Resource* at the Hellyer Mine Project of 748,000t at 7% Zn, 4% Pb, 87 g/t Ag and 1.3 g/t Au.

The Company now has a total base metal mineral resource inventory in the Hellyer-Que area of 1.5 million tonnes at a zinc equivalent* grade of 15% with an in ground value of US$650 million in reasonable trucking distance to two operating processing plants.

…..on the exploration front;

Whilst the focus has clearly been on the advanced base metals projects during the Quarter significant progress has also been achieved on the regional and earlier stage exploration activities. A key event has been the identification of a new alteration system, the Switchback target which is considered by Bass Metals and Zinifex as prospective for Hellyer style mineralisation. As well, several key projects are ready to drill, such as the Iris River lead-silver discovery, the Magnet and Farrell advanced base metals projects and the North Rosebery prospect testing for possible extensions of the Rosebery mine sequence. Followup work on several soil samples has also been completed which will hopefully evolve into new additional drill targets prospective for new large scale deposits – the elephants.

I look forward to providing further updates on our progress in these activities.

Yours sincerely

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Mike Rosenstreich Managing Director

*Important Note:

The reader is referred to ASX Report dated 26[th] October lodged by BSM providing full details and attributions on the Mineral Resources referred to above and the assumptions relating to any Zn equivalent calculations.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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SEPTEMBER 2007 QUARTERLY ACTIVITIES REPORT

A. BASE METALS

A1.0 Mine Operations – Que River

Figure 1: Que River Summary Location plan

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Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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A1.1 MINING ACTIVITIES

The Company commenced site establishment and mining activities during the period as set out in Figure 1. Earth moving focused on repair of the water settlement dam, upgrading site access, pre-stripping the northern portions of the PQ Pit and some ore mining. Mining details are presented in Table 1 below and some photographs of the site activities are included in Figures 2 to 5.

Table 1: Mining Summary

Table 1: Mining Summary
	Tonnes**	Zn (%)	Pb (%)	Ag (g/t)	Au (g/t)	Cu (%)
Opening Stocks at QR	311	12.8	9.1	164	3.7	0.59
Ore mined*	1,150	9.0	6.0	130	1.5	0.5
Ore Delivered to ZFX	454	10.0%	7.9%	142	2.4	0.48
Remaining Stocks at QR	1,000	9.0%	6.0%	130	1.5	0.5

• "Remaining Stocks" and "Mined" are estimates from grade control

• ** All “tonnes” are wet tonnes containing approximately 4% moisture

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Figures 2 to 5: From top left, clockwise: Loading ore for trucking to Rosebery, open pit mining, new articulated 30t capacity mine trucks & Site Mining Engineer, Nick Van der Hout.

All establishment and mining activities are in line with forecasts though recent very wet weather subsequent to quarter’s end delayed completion of the water settlement dam repair. The dam has now been completed and ore mining at S-Lens Pit will start in late October. Whilst additional ore, outside of the ore reserve has been sourced there will be a reduction in the October ore delivery schedule which is still to be finalised. It is anticipated that the delivery shortfall from the S-lens pit with be made up over the next few months.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Overall, cost and production outcomes, at this early stage, aside from the S-Lens delay are on track with previous forecasts.

A1.2 ORE SALES

An Ore Sales Agreement was finalised with Zinifex Australia Limited’s Rosebery operations following the successful completion of a processing trial. Ore deliveries commenced in late September and a total of 458 tonnes of ore had been delivered by the end of the period. The project is currently ramping up to achieve its forecast ore delivery schedule of between 5,000 to 8,000 tonnes per month.

A1.3 CAPITAL & MINING COSTS

Whilst it is very early in the development of the Que River mine, initial cost reconciliations are encouraging indicating expenditures in line with previous forecasts. More detailed information will be available at the end of the following quarter.

A1.4 Drilling and Mineral Resource Estimation

Three diamond drill holes were drilled during the quarter to close-off the shallow northern extents of the S-Lens and QR32 Lens. No significant mineralisation was observed in the drill holes and all assays are pending.

A 2.0 Base Metal Exploration Activities

A2.1 QUE RIVER EXPLORATION

There is significant exploration potential at Que River in the vicinity of the current shallow resources and also to the south and at depth within the wide alteration zone which hosts the defined Que River lenses.

During July a 632.7 metre diamond hole (QRD1289) was completed, to test the deep Que River DHEM anomaly reported previously. Geological logging indicates that the DownHole-Electro-Magnetic (DHEM) target area is related to a zone of more intense alteration and increased stringer pyrite veining, containing minor chalcopyrite, which extends upwards and north into S Lens. Assay results for this zone are not economically significant and are summarised in Table 2.

However, at the end of September 2007 a two loop DHEM survey of QRD1289 was undertaken and the preliminary results from the survey appear to show:

• the anomalous copper zone from 529 metres downhole is related to a moderately conductive in-hole response, attributed in other holes to the broad pyritic “S Lens” stringer zone;

• the main DHEM target persists as a much stronger off-hole conductor now better resolved in space; and,

• initial 3-d modeling of the DHEM data appears to place this conductor to the south and at more shallow levels than before.

The preliminary interpretation that a conductor, potentially representing a massive sulphide lens may lie above and to the south of QRD1289 opens up a large area of footwall stratigraphy with no drilling coverage. This is an area of poor outcrop, previously recorded as unaltered footwall basalts and careful re-examination of the available data is required to determine the significance of the DHEM results.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Table 2: QRD1289 assay results at 0.5% and 0.1% Cu cutoff

From (m)	To (m)	Drilled Interval (m)	True Width (m)	Zn (%)	Pb (%)	Cu (%)	Ag (g/t)	Au (g/t)
0.5% Cu cut-off
534.7	539.2	4.5	2.9	.01	.02	0.9	8	0.1
0.1% Cu cut-off
528.7	539.2	11.5	7.4	.01	.01	0.5	6	.04

A2.2 HELLYER MINE PROJECT (HMP)

Four drill holes testing for high grade massive sulphide lenses at the Southern Barite Lens (SBL) were completed during the Quarter for a total of 937.2 metres. A summary of assay results is presented in Table 3 and drill hole details in Table 4.

The objective of this drill programme is to follow-up on several high grade intercepts in historic drilling on generally wide spaced, 100 metre section lines (refer drill hole plan in Figure 6). Drill hole HLD957 was the first hole on section 10150N targeting the interpreted centre of the SBL on this section and intersected a large down-hole thickness of barite and massive sulphide mineralisation. The intercept comprises barite ± glassy silica pyrite and massive base metal sulphides, intersected from 147.8 to 235.55 metres.

The 57.5 metre interval reported in Table 3 contains an upper and lower zone of 11.65 and 4.5 metres respectively of high grade base metal sulphide mineralisation within the broader 57.5 metre zone of moderate grade mineralisation defined at a 5% Pb+Zn cut-off. Lower grade (1.2 g/t) gold and (23 g/t) silver mineralisation starts above the base metal zone from 156.35 metres.

HLD957 has clearly drilled at a low angle to the mineralised zone, so that an estimate of the true thickness of the intersection cannot be made. This steep orientation of mineralisation was unexpected as the general enveloping surface for the SBL is flat lying. Massive sulphide mineralisation also extends to a much deeper level than any other drill hole at the SBL. A complexly deformed mineralised envelope is inferred as presented in Figure 7. There are large gaps in the drilling coverage to the north and south indicating potential for the steeply dipping HLD957 zone to extend for at least 75m to the north and south.

Previous drilling in the SBL, including Bass Metals’ 3 drill holes to the south were targeting flat lying mineralised zones and the steep orientation in HLD957 is unexpected. Therefore the Company has elected to suspend drilling at SBL for approximately a month until a reinterpretation of the geology is completed utilising the historic core which is available. This will provide a robust geological framework to plan future drilling.

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Figure 6: Southern Barite Lens – Drill Hole Location Plan

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Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)	Table 3: Assay Results– Southern Barite Lens(at a 5% Pb+Zn cutoff)
From (m)	To (m)	Drilled Interval (m)	True Width (m)	Zn (%)	Pb (%)	Cu (%)	Ag (g/t)	Au (g/t)
HLD954a– assays pending
HLD955– assays pending
HLD955– assays pending
HLD957
181.0	238.5	57.5	?	9.2	4.7	0.3	94	2.85
Including
184.1	186.0	1.9	?	14.7	7.1	0.3	143	1.74
192.35	204.0	11.65	?	13.8	8.3	0.5	144	3.23
224.4	228.9	4.5	?	21.0	9.7	0.6	160	2.42
Within a zone defined at a 0.5 g/t Au cutoff
156.35	236.50	80.15	?	6.8	3.4	0.2	75	2.40

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Table 4: Drill Hole details - Southern Barite Lens

HOLE	TARGET	COLLAR NORTH	COLLAR EAST	COLLAR RL	AZ (grid)	DIP	EOH
HLD954	Sth Barite	10049.2	5569.4	684.5	270	-68	95.7
HLD954a	Sth Barite	10049.2	5569.4	684.5	270	-68	185.7
HLD955	Sth Barite	10049.2	5570.0	684.5	270	-84	191.6
HLD956	Sth Barite	10049.5	5570.6	684.5	090	-80	209.6
HLD957	Sth Barite	10149.2	5501.3	675.7	090	-79	254.6
Total							937.2

Figure 7: HLD957 – Schematic Cross Section 10150N

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A2.3 ZINIFEX HELLYER EXPLORATION ALLIANCE (HEA)

The HEA between Zinifex Limited and BSM continued to test a series of targets in and around the Hellyer Mine lease prospective for new large scale high-grade zinc-lead-silvercopper-gold deposits such as the world class Hellyer deposit as shown in Figure 7. A further 3 diamond drill holes were completed and one is in progress for a total of 1,656.1 metres as summarised in Table 5. Assays for drill holes HED8, 9, 10 and 12 were received as summarised in Table 6 below. No significant assays were expected for the drill holes HED8, 9, 10 or for HED11 and 13. HED12 (discussed below) intersected low-grade basemetal and gold mineralisation.

Significant VHMS style alteration has been intersected by drill hole, HED12 in the Switchback Target area. This is a target that was generated in a technical collaboration with Clancy Exploration Limited (formerly Geoinformatics Exploration). The Switchback target area is located approximately 2km from both the Hellyer and Que River deposit locations.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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The intense hangingwall-fuchsite and footwall-pyritic alteration is considered similar to that observed proximal to the Hellyer and Que River deposits. Assay results reflect the presence of sphalerite and galena in the core, and, while of low-grade, comprise the discovery of a new alteration system which will be the focus of further work as part of the HEA. HED13 was drilled as a follow-up to the success in HED12 but failed to intersect the host sequence due to faulting and potential steepening of stratigraphy which was not known from the original drill-hole and interpretation.

DHEM surveys were conducted on HEA drill holes (HED 6, 7, 8, 9, 11, 12, and 13) during September but no off-hole conductors indicating massive sulphide mineralisation were detected. Further DHEM surveying is scheduled to commence in December 2007.

The Switchback target is an exciting prospective target, indeed the most prospective of the targets tested to date and is the focus of current follow-up work as part of the HEA programme.

Table 5: HEA Drilling Status Summary

HOLE	NORTH	EAST	RL	AV. GRID AZIMUTH	AV. **DECLINATION **	DEPTH	STATUS
HED11	10956.00	6599.00	667.00	271	71	899.50	Part Assays received
HED12	8810.00	6577.00	495.00	121	85	359.30	Assays received
HED13	8810.00	6575.00	495.00	275	73	359.80	Assays pending
HED14	7698.50	3820.00	689.00	93	65	227.00	Logginginprogress

Table 6: Assays from HEA Drilling

HOLE	FROM (m)	TO (m)	INTERVAL (m)	Cu (%)	Pb (%)	Zn %)	Ag (ppm)	Au (ppm)
HED8	No significant results
HED9	No significant results
HED10	No significant results, no DHEM survey warranted
HED11	No significant mineralisation, Assay resultspending
HED12	283.75	288.6	4.85	0.20	1.15	1.60	17.5	0.9
HED13	No significant mineralisation, Assay resultspending

(Intersection calculated at a 1.0% Pb+Zn+Cu cut-off)

The HEA is due to end when the $2.0 million combined expenditure limit has been met which will occur on the completion of this current drill hole. Zinifex has already nominated one Special Project Joint Venture area at High Point and on conclusion of the HEA Programme it is likely that further SPJVA’s will be nominated by them.

In regard to the High Point SPJVA, drill-hole MS-1 drilled by Zinifex was completed early in the Quarter at 1603.6m. No significant alteration or mineralisation was intersected but the drill-hole had a secondary purpose of recording the full geological sequence and was drilled through to the base of the sequence to resolve the stratigraphic framework for future targeting work.

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Figure 7: Summary of HEA drilling and targets

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A2.4 REGIONAL BASE METALS EXPLORATION

The Company has a very active regional and grass roots base metals focussed exploration programme. During the September Quarter of 2007 the following activities were completed.

A2.4.1 Bonds Range (Cu-Pb-Zn-Ag potential)

(EL28/2002 - 60% Bass Metals Ltd 40% Adamus Resources Limited)

The Iris River discovery at Bonds Range comprised an intercept of 3.5m at 5% Pb, 1.1% Zn, 120 g/t Ag and 1.1 g/t Au, (including 0.7 metres at 22% Pb, 3% Zn, 550g/t Ag and 3.6

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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g/t Au) following up on the margins of a Pb in soil anomaly delineated by BSM earlier in the year.

During the Quarter two modest soil geochemistry programs in the vicinity of the Iris River prospect were completed with results received for a total of 100 samples. The purpose of the programme was to infill sample and extend the existing soil grid to refine and determine the extent of the lead in soil anomalism. The anomaly was closed off to the east but remains open to the south and west indicating that this area has potential to develop into an extensive mineralisation system.

A drilling programme has been planned and approved which will with improved access systematically test the anomaly areas. This will commence as soon as the weather permits and a drill rig is available – hopefully prior to Christmas.

A2.4.2 Waratah (Pb-Zn-Ag potential)

( 75% Bass Metals Ltd 25% Clancy Exploration Limited )

The Company’s initial focus is on the early mining potential of the historic Magnet Mine, which according to MRT records produced 630,000t grading 5.7% Pb, 7.3% Zn and 394g/t Ag between 1895 and 1940. Compilation work of historic mining and exploration data was largely completed in the September Quarter.

A drilling plan for the Magnet Mine area was competed to assess the Zn-Pb-Ag potential of remnant mineralisation in the immediate vicinity of the Magnet Mine workings. Targets comprise unmined lode positions, perhaps with enhanced zinc grades and therefore not mined historically, in near-surface, down-plunge beneath the maximum depth of mine development, and along strike, both to the north and south of the mine.

MRT approval has been received for the first pass shallow drill phase which will commence when a drill rig becomes available.

A2.4.3 Mt Selina (Cu-Pb-Zn-Ag & Au potential)

(EL29/2002 Mt Selina - 60% Bass Metals Ltd 40% Adamus Resources Limited)

All outstanding assay results for the two diamond drill holes testing regional gold and basemetal in soil anomalies were received during the Quarter. In September a DHEM survey was conducted on drill hole DPD001 to test for any peripheral massive sulphide targets.

Assay results for DPD002 were similar to those for DPD001, with intercepts of broad, low level zinc anomalism associated with broadly disseminated and vein sphalerite mineralisation observed in the core. Best results included 22 meters at 0.3% Zn from 68.0 metres associated with disseminated trace pyrite, 11 metres at 0.4% Zn from 181.0 metres associated with disseminated trace sphalerite and veins, and 0.5 metres at 4.36g/t Au from 45 metres associated with fine veinlets containing trace pyrite+galena+sphalerite.

The DHEM survey on DPD001 did not indicate any off-hole conductive bodies.

A2.4.4 Farrell Line Project (Cu-Pb-Zn-Ag potential)

(EL47/2003 BSM 100%)

Data compilation and digital modelling for the historic Farrell line of Pb-Ag [Zn] workings was largely completed during the Quarter and an initial drilling programme planned (refer Figure 8). The Farrell Line project covers a 4km extent of the Henry fault which hosts numerous base metal and gold occurrences on the Company’s leases including the historic

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Mt Farrell mining centre. The Mt Farrell-Murchison Mines had significant historic Pb-Ag production of approximately 700,000 tonnes at 13% Pb and 14oz./t Ag. In the period prior to the 1930’s, zinc was a contaminant in the lead and so was avoided in the mine. Bass Metals is focussing its initial exploration efforts on testing the entire 4km strike extent of the Farrell-Murchison structure, which is demonstrably well mineralised but poorly drilled along its extent.

A first pass drilling program is proposed targeted at shallow extensions of drilling intersections from historic exploration work, depth extensions of the main New North Mount Farrell and North Mount Farrell Mines, and shallow depth extensions of Mount Farrell, South Farrell and Dutton’s Workings.

Figure 8. Proposed first pass drilling targets – Farrell Field

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The Mt Farrell target has potential to generate new ore shoots of similar style to those mined previously, which could support a small scale, high grade underground mine. The project area is well located with respect to roads and processing infrastructure and has excellent potential to generate additional mineral resources particularly at the largely untested southern end.

Oonah (Cu-Pb-Zn-Ag-Sn potential)

(EL63/2004 - 75% Bass Metals Ltd 25% Clancy Exploration Ltd)

A major 20 line km soil geochemistry program has been proposed to cover an untested high tenor tin in soil anomaly as well as several early stage targets prospective for high grade Pb-Zn-Ag mineralisation generated through the collaborative targeting work with Clancy Exploration. This work is due to commence in October 2007. MRT has approved the proposed soil grid and line cutting is scheduled to commence in early October.

Wilmot (Cu-Pb-Zn-Ag potential)

(EL51/2004 - 75% Bass Metals Ltd 25% Clancy Exploration Ltd)

Following preliminary field investigations a soil sampling programme has been proposed to MRT for approval to test several early stage targets including a Mt Lyell-style target generated through the Clancy Exploration alliance and a structural/ASTER anomaly

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identified by BSM. This is an environmentally sensitive area and BSM’s proposal is aimed at minimal disturbance at this very early stage in the exploration process.

B. GOLD

No significant activities this quarter due to other commitments.

C. NICKEL & PLATINUM GROUP METALS

C.1 Heazlewood (Ni-Cu-PGM potential)

(EL31/2003 Bass Metals earning 70% from Pioneer Nickel Limited)

This licence is considered prospective for nickel and platinum group metal deposits, based on intrusive-related and carbonate-replacement base metal, and ultramafic/granite contact aureole (Avebury nickel style) deposit styles.

Infill soil geochemistry sampling over the Wilson prospect nickel anomaly (peak 5135ppm Ni) for a total of 200 samples was completed during the period. All results are pending. The objective is to refine the Ni-Cr-Co in soil anomalies to better focus follow-up geophysical work or possibly drilling. A VTEM geophysical survey is being contemplated at this stage.

The information within this report that relates to exploration results is based on information compiled by Mr Mike Rosenstreich who is a full time employee of the Company and is a Member of The Australasian Institute of Mining and Metallurgy. He has sufficient experience relevant to the styles of mineralisation and types of deposits under consideration and to the activities currently being undertaken 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 and consents to the inclusion of this information in the form and context in which it appears in this report.

D. CORPORATE ACTIVITIES

The Company’s closing cash position at the end of the September Quarter was $3.7 million after expenditure of $0.9 million on exploration, and $1.0 million on Que River trialling, development and production related activities. Bass metals received revenue from Que River ore processed during trial mining totalling $0.7M.

The listed 25 cent options (ASX: BSMO) expired on 31 July 2007 with a 98% exercise rate.

During the Quarter the Company commenced a metal price hedging programme comprising the purchase of Zinc and Lead Put options with strike prices at A$3,700/t and A$3,000/t respectively. Bass Metals intends to establish a floor price hedge structure over the life of its Stage 1 mining revenues to reduce its exposure to prices below the Put strike levels. Under this structure Bass Metals will continue to benefit from commodity prices increases as and if they occur.

Subsequent to the end of the Quarter the Company also capped its exposure to the AUD at US$0.91 by acquiring options for all of its USD revenue for the Stage 1 mine development at Que River. The options acquired ensure Bass will benefit from a lower AUD:USD exchange rate but will not be exposed to currency fluctuations if the AUD strengthens to above US$0.91.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Computershare Investor Services Pty Ltd was appointed as the Company’s Share Registry effective 1 September 2007. Shareholders can contact the share registry on 1300 557 010.

Subsequent to the end of the Quarter the Company has negotiated the placement of 12,753,159 ordinary fully paid shares at an issue price of 42 cents per share as an excluded offer. The placement will raise $5,356,326 before brokerage and costs. Patersons Securities Limited acted as Lead Manager and specifically targeted new institutional investors.

Suite 5/2 Richardson Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001.

	Name of entity	Name of entity	Quarter ended (“current quarter”) 30 Sept 2007	Quarter ended (“current quarter”) 30 Sept 2007
	Bass Metals Ltd
	ABN 31 109 933 995 Consolidated statement of cash flows
			30 Sept 2007
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration and evaluation (b) development (performance bonds deposited) (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other – Payments for trial mining / evaluation Net Operating Cash Flows		Current quarter $A’000		Year to date (.3months) $A’000
		705 (881) (383) (334) (351) - 74 (2) - (276)		705 (881) (383) (334) (351) - 74 (2) - (276)
		(1,448)		(1,448)
Cash flows related to investing activities 1.8 Payment for purchases of: (a)prospects (b)equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a)prospects (b)equity investments (c)other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other – Options purchased Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		- - (119) - - - - (531)		- - (119) - - - - (531)
		(650)		(650)
		(2,098)		(2,098)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

1.13 Total operating and investing cash flows (brought forward)	(2,098)	(2,098)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Costs of share issues Net financing cash flows	1,238 - - (5) - -	1,238 - - (5) - -
	1,233	1,233
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(865) 4,610 -	(865) 4,610 -
	3,745	3,745

Payments to directors of the entity and associates of the directors Payments to related entities of the entity and associates of the related entities

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		45
1.25	Explanation necessaryfor an understandingof the transactions
	All transactions with directors and their related parties are on normal commercial terms

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	Nil	Nil
	Nil	Nil

Estimated cash outflows for next quarter

$A’000

Estimated cash outflows for next quarter
	$A’000
4.1 Exploration and evaluation 4.2 Development	304
	2,375
Total	2,679

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as	Current quarter		Previous quarter
shown in the consolidated statement of cash flows) to	$A’000		$A’000
the related items in the accounts is as follows.
5.1 Cash on hand and at bank		96		50
5.2 Deposits at call		3,649		4,560
5.3 Bank overdraft
5.4 Other (provide details)
Total: cash at end of quarter(item 1.22)		3,745		4,610

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning ofquarter	Interest at end of quarter

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	89,404,394	77,345,715
	25,000 5,020,551	25,000 5,006,801	32 cents 25 cents	32 cents 25 cents
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
	-	-	-	-
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	1,440,000 350,000 350,000 4,178,189 1,600,000 450,000	- - - 4,178,189	Exercise price 25 cents 30 cents 35 cents 40 cents 27.5 cents 37.5 cents	Expiry date 31.12.07 31.12.07 31.12.07 30.04.10 22.12.11 31.12.11
	75,000	-	25 cents	31.12.07
	5,020,551	5,006,801	25 cents	25 cents

• See chapter 19 for defined terms.

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7.11	Debentures
	(totals only)
7.12	Unsecured
	notes(totals
	only)

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does give a true and fair view of the matters disclosed.

Sign here:

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Managing Director....................................

Date: 30 October 2007

Print name: Michael Rosenstreich

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities .

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

• See chapter 19 for defined terms.

== == == == ==

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