GREENWING RESOURCES LTD — Interim / Quarterly Report 2009

Apr 20, 2009

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ABN 31 109 933 995
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21 April 2009

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

Dear Sir

MARCH 2009 QUARTERLY REPORT OF ACTIVITIES & CASHFLOW

Highlights

• As at 31st March closing cash position was $5.4 million, after the settlement of the Hellyer Mill acquisition.

• Operating revenue for the Quarter estimated to be $6.2 million.

• Que River Mine ore sales for the period comprise 14,808 tonnes grading 19 % zinc, 10 % lead, 0.3 % copper, 290 g/t Ag and 7 g/t gold.

• Hellyer Mine Project feasibility study remains the core focus and is progressing well.

• Acquisition of the Hellyer Mill, Mine Lease and associated infrastructure for $4.0 million settled – supporting the low capital cost Hellyer Mine Project development plans.

• Que River PQ North extensional drilling yields further positive results:

• 18.3 metres at 12.4 % zinc, 6.0 % lead, 0.2 %copper, 190 g/t silver and 2.5 g/t gold

• 5.9 metres at 17.7 % zinc, 5.9 % lead, 0.2 % copper, 190 g/t silver and 2.5 g/t gold

• 1.3 metres at 27.6 % zinc, 10.7 % lead, 0.4 % copper, 443 g/t silver and 5.2 g/t gold

• 6.6 metres at 24.2 % zinc, 11.6 % lead, 0.7 % copper, 465 g/t silver and 4 g/t gold

• 7.9 metres at 18.8 % zinc, 10.3 % lead, 0.5 % copper, 250 g/t silver and 5.1 g/t gold

• Exploration work continuing, with drilling on early stage massive sulphide target to commence in April.

I am pleased to attach the March 2009 Quarterly operating and cashflow report for Bass Metals Ltd (ASX:BSM).

This report presents a Company which has continued to produce strong results in a difficult market environment and taken affirmative steps to grow its business through the acquisition of the Hellyer Mill and associated infrastructure. This transaction removes major uncertainty in terms of BSM’s capacity to process its planned production from the Fossey Zone, and also creates opportunities for BSM to look at treating ore from its existing mine at Que River.

High grade ore production and sales continued from the Que River mine, generating a significant cash surplus to fund the Company’s main exploration and development activities. In early April 2009 BSM and Oz Minerals agreed to complete the current ore sales contract under

16 Thelma 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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which BSM plans to deliver a further 35,000 tonnes over the next 6 months. Any additional ore sales will require negotiation of a new ore sales contract. This has been good business for BSM and based on the current contracted tonnage and, as long as metal prices hold at recent levels, will enable BSM to fund and progress its core business growth activities. The Company’s focus is to complete the Hellyer Mine Project Feasibility Study and continue a strong exploration programme on both advanced and early stage prospects.

The Hellyer Mine Project has the potential to lift BSM into the mid-tier producer ranks of Australian mining companies. This view is based on operations comparable to what is planned at Hellyer such as the Jaguar Mine in WA owned by Jabiru Metals and the Angas Project in SA owned by Terramin Australia. These are polymetallic underground mining projects processing ore at rates of between 350 to 400kt pa established recently with significant capital expenditure on new plants, infrastructure and mine access. The Hellyer Mine Project study is assessing a similar scale of operation but without the large capital expenditure required for new processing facilities and site services. These two companies are regarded by the Market as successful mid-tier producers who were able to leverage from these initial mine projects into larger scale resources for potential development.

BSM’s strategy is similar. The small scale but high grade mine at Que River has been funding the development of a potentially larger scale project as well as ongoing early stage exploration in what the BSM Directors regard as one of the most intensely mineralised terrains in the world. The Company is on track to complete the feasibility study in mid 2009, with final approvals expected in late 2009. Further growth and value is expected to come from exploration success following up on several advanced and early stage prospects; this is a core growth driver for the business.

So the BSM “story” is now emerging from the “global financial maelstrom” in solid financial shape to focus on the growth potential of the Company through its developments and exploration and potentially also through corporate and acquisition activities. This is all underpinned by the current sound financial position of the Company and the continuing cash flow from the Que River mine for the remainder of the year.

Yours sincerely

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Mike Rosenstreich Managing Director

Competent Person

The information within this report that relates to exploration results is based on information compiled by Mr Kim Denwer and Mr Mike Rosenstreich who are both full time employees of the Company. Mr Rosenstreich is a Member of The Australasian Institute of Mining and Metallurgy and Mr Denwer is a Member of the Australian Institute of Geoscientists. They both, individually have 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(s) as defined in the 2004 edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves and they consent to the inclusion of this information in the form and context in which it appears in this report.

Technical Detail

This Report aims to provide a high level summary of various technical aspects of the Company’s projects. For more details on the underlying technical parameters the reader is referred to the ASX Reports on the Bass Metals’ website, www.bassmetals.com.au .

16 Thelma Street WEST PERTH WA 6005 PO Box 1330 WEST PERTH WA 6872 Telephone (08) 9322 8044 Facsimile (08) 9481 2846 www.bassmetals.com.au

A. OPERATIONS

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MARCH 2009 QUARTERLY ACTIVITIES REPORT

A1.0 Que River

A1.1 SAFETY & ENVIRONMENT

No lost time injuries have occurred during the Quarter or since the start of the project.

A1.2 MINING ACTIVITIES

Mined tonnages of ore in the March Quarter were generally in line with the operating plan and the trend of positive reconciliations with the Ore Body model continued.

Ore sales to OZ Minerals’ (OZL) Rosebery operations comprised 14,808 wet metric tonnes (wmt) during the period, close to Bass Metals’ target of 5,000 wmt per month. A significant onsite ore inventory position has been maintained at 7,257 wmt as at the end of the Quarter.

Table 1: Mining Summary – March 2009 Quarter

	Tonnes (wmt)	Zn (%)	Pb (%)	Ag (g/t)
Opening Stocks at QR	6,728	18.3	9.6	281
Ore mined*	14,337	18.6	9.9	289
Ore Delivered to OZL	14,808	18.9	10.1	290
Remaining Stocks at QR	7,257	17.9	9.3	285

* "Remaining Stocks" and "Mined" are estimates from grade control and therefore average grades may not balance.

A1.3 OPERATING PERFORMANCE

Revenues

Ore sales for the March quarter were $6.2 million. Actual cash receipts after payment of treatment charges to Oz Minerals for the quarter were $5.5 million.

Costs

A summary of operating costs for the Quarter is presented in Table 2 below. The cost calculation is based on all operating costs, including mining, treatment, haulage, royalties, depreciation and amortisation of mine properties but excludes capitalised mine development for the Quarter consistent with the Company’s accounting policies as detailed in the 30 June 2008 Annual Report. The difference between “sold” and “mined” unit cost reflects the closing inventory position and minor moisture content.

Table 2: Unit Operating Costs

Unit Cost basis	Unit	Mar 09 Qtr	Dec 08 Qtr
Ore Sold	$/dmt	279	241
OreMined	$/wmt	267	236

Total capital costs at Que River for the Quarter were nil, bringing the project to date expenditure to $0.66 million, which is in line with the Stage 1 Mine Plan.

Operating Margin

To monitor and manage the financial performance of the project; i.e. the margin between cash costs and revenues, the Company also prepares management reports to determine the net realisable value (NRV) and operating margin of ore mined. The reports include adjustments to the Company’s accounting policies for the following:

16 Thelma 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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Revenue

• Adds the expected revenues from the stockpiles to those from ore already sold and delivered in the period.

Costs

• Collation of all of the costs incurred during a period, with no accounting adjustments for amortisation of mine closure/restoration and mine properties or capitalising of mine development.

• Addition of expected costs to realise value from the stockpile inventory - namely haulage, treatment charges and royalties.

The operating profit margin of the project has increased from 45.3% to 49.7% largely due to an increase in metal prices as presented in Table 3 below. Total costs have increased largely due to a deliberate reduction in tonnes mined and sold, as well as stripping costs associated with the QR32 Pit development.

Table 3: Estimate of Operating Performance

		Actual	Actual
Unit Cost basis	Unit	Mar 09 Qtr	Dec 08 Qtr
Value oforemined	$/wmt	406	318
Totalcost oforemined	$/wmt	204	174
Operating profit	$/wmt	202	144
Operating profitmargin	%	50	45

A1.4 ORE RESERVE & MINERAL RESOURCE UPDATE

The Company released a revised Ore Reserve for its Que River mine operations during the Quarter as summarised in Table 4 below. A full report is available in a report to ASX dated 10 March 2009.

Table 4 Que River Mine Ore Reserve - as at 31 December 2008

Classification	Tonnes (kt)	Zn (%)	Pb (%)	Cu (%)	Ag g/t	Au g/t
Proven & Probable	129	9.3	4.9	0.6	122	2.6

The new Ore Reserve is reported in accordance with the JORC Code and represents a 65% increase from that reported as at June 30[th] 2008. This is included within the Que River Mineral Resource, which after mine depletion has increased marginally as presented in Table 5 below.

Table 5 Que River Mineral Resource – as at 31 December 2008

Classification	Tonnes (kt)	Zn (%)	Pb (%)	Cu (%)	Ag g/t	Au g/t
Measured	72	6.0	3.0	1.4	110	2.1
Indicated	452	5.6	2.8	1.2	83	0.8
Inferred	181	4.7	2.6	1.0	71	0.7
Total Combined	705	5.4	2.8	1.2	83	0.9

On 8 April the Company announced that it had finalised with Oz Minerals the ore payment factors to be applied to ore sales from the 1[st] March 2009 for the remaining 30,000 tonnes of ore under contract. As these payment factors are lower than anticipated for lead and zinc the Company has suspended mining operations at the new QR32 pit in late March, and currently plans to continue mining only the PQ Pit to completion over the next 3 months. Further mining at Que River will be contingent on a new sales contract with Oz or utilisation of the Company’s Hellyer Mill, either on a stand-alone basis or as part of the HMP start-up.

16 Thelma 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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Figure 1: Hellyer – Que River Location Plan

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B. ADVANCED PROJECTS

The company’s core focus is to complete the feasibility study on its Hellyer Mine Project (HMP). The acquisition of the Hellyer Mill advances the HMP development opportunity and also generates several other new potential processing options such as the treatment of Que River ore through Hellyer and the re-treatment of the Hellyer tailings to possibly create separate saleable Pb-Zn and gold-rich concentrates. The acquisition of the Mill also brings with it significant care and maintenance responsibilities, which BSM has effectively assumed since before Christmas. So the Company’s evaluations of its advanced projects has included several highly experienced Engineers and Metallurgists augmenting the geologists who have continued drill delineation of the resources at Que River and the Fossey Zone with strong results.

16 Thelma 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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B1 HELLYER MINE PROJECT (HMP) Fossey & Hellyer Resources

The HMP Study is focussed on developing a mining and processing plan based on combined Mineral Resource base of 2.3 million tonnes of high grade polymetallic massive sulphide resources located within a 4km radius of the Hellyer Mill. (refer Table 6).

– Table 6: Massive Sulphide Mineral Resource Summary Que Hellyer Area.

Summary of Classified Mineral Resources

5% Combined Pb + Zn Cut Off

Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.	Table 6: Massive Sulphide Mineral Resource Summary– Que Hellyer Area.
Summary of Classified Mineral Resources >5% Combined Pb + Zn Cut Off
Mineralisation Type	JORC Code Category	Tonnes (000's)	Zn %	Pb %	Cu %	Ag g/t	Au g/t
Que River 1 Hellyer 2 Fossey 3	Measured Measured Measured	72 - -	6.0 - -	3.0 - -	1.4 - -	110.3 - -	2.1 - -
TOTAL MEASURED		72	6.0	3.0	1.4	110	2.1
Que River 1 Hellyer 2 Fossey 3	Indicated Indicated Indicated	452 641 410	5.6 6.8 9.7	2.8 4.0 4.7	1.2 0.4 0.4	83 83 140	0.8 1.3 2.8
TOTAL INDICATED		1,503	7.2	3.8	0.6	99	1.6
Que River 1 Hellyer 2 Fossey 3	Inferred Inferred Inferred	181 107 420	4.8 8.1 8.5	2.6 4.9 4.5	1.0 0.2 0.3	71 107 99	0.7 1.5 2.2
TOTAL INFERRED		708	7.5	4.1	0.5	93	1.7
TOTAL MINERAL RESOURCE		2,283	7.3	3.9	0.6	97	1.6
Que River 1 Hellyer 2 Fossey 3	Combined Combined Combined	705 748 830	5.5 7.0 9.1	2.8 4.1 4.6	1.2 0.4 0.4	83 86 120	0.9 1.3 2.5
TOTAL COMBINED		2,283	7.3	3.9	0.6	97	1.6

Full technical details and attributions are available for each Mineral Resource estimate in the following original reports to ASX:

1. Refer report to ASX 10 February 2009

2. Refer report to ASX 30 September 2008

3. Refer report to ASX 26 October 2007

The base case for the study assumes a mining focus on the Fossey resource with supplementary feed from both the Que River and Hellyer deposits. The combined mining and processing rate under study is in the range of 250,000 to 400,000 tonnes per annum for a project with a 4 to 5 year time frame. The study is progressing well, and is on track for completion midyear; key activities during the period included:

Fossey Zone Infill Drilling

Assay results from the final 3 diamond drill holes of the infill drilling on nominal 25 metre spaced sections were received during the Quarter. The Fossey resource model is being updated with the more detailed geological and assay data to enable more detailed mine design and planning to commence. Figure 2 summarises better assay results for the programme, which has not identified significant variations to the initial Fossey Zone resource model.

16 Thelma 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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Figure 2: Fossey Long Section

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Mine Plan

The focus of the mine planning aspects of the study was mainly on design and geotechnical issues. A diamond drill hole following the first 500 metres of the proposed Fossey Decline was started in March to assess the geotechnical conditions. Drilling and logging is in progress.

The general mine parameters for the Fossey zone are largely based on the Hellyer Mine experience which was “industry best practice” at the time (mined 1987 to 2000). A potential significant difference is the proposed use of borehole hoisting to haul ore to the surface. This technique may minimise haulage costs and the decline size, plus the use of diesel underground will be affected by new rules likely to be adopted in Tasmania for particulate matter in the underground environment.

Metallurgy & Processing

Bench-scale flotation testwork and mineralogical studies of Fossey mineralisation completed to date have established that Fossey ore is likely to have significantly enhanced metallurgical attributes compared to the Hellyer deposit ore. More detailed testwork, including Locked-Cycle flotation testwork, is currently in progress to establish the final flow sheet and likely concentrate product specifications.

A process flow sheet for the HMP ore has been identified and a refurbishment schedule is being implemented for the key plant items. An important aspect to be addressed is to match the anticipated annualised mining rate of approximately 350,000 tonnes per year to the nominal 1.5 million tonne per year capacity of the plant. Options in this regard include running the plant on a campaign basis or reducing the throughput rate by modifying the grinding circuit.

16 Thelma 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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Permitting and Environmental Management

BSM is seeking 3 distinct approvals from the local council and State Government:

• Fossey Mine - full scale HMP plan;

• Exploration Decline – to permit the early commencement of a 1,000 metre long decline to access the Fossey mineralisation and start detailed check drilling from underground; and,

• Utilisation of the Hellyer Mill for HMP and Que River ores.

To facilitate these approvals the Company is seeking expert advice in formulating its management plans for tailings management protocols (including issues such as remaining capacity in the existing Hellyer tails dam), the waste and water management plans and acid rock drainage management of legacy sites and proposed stockpiles.

B2 QUE RIVER- PQ EXTENSIONS

The potential to extend the current Ore Reserve in close proximity to the exiting PQ Pit was tested by a 16 hole diamond drilling programme completed during the Quarter. Better results include:

• 18.3m at 12.4% Zn, 6.0 % Pb, 0.2 % Cu, 190 g/t Ag and 2.5 g/t Au (QRD1293)

• 5.9m at 17.7% Zn, 5.9 % Pb, 0.2 % Cu, 421 g/t Ag and 5.4 g/t Au (QRD1297)

• 1.3m at 27.6% Zn, 10.7 % Pb, 0.4 % Cu, 443 g/t Ag and 5.2 g/t Au (QRD1298)

• 6.6m at 24.2% Zn, 11.6 % Pb, 0.7 % Cu, 465 g/t Ag and 4.0 g/t Au (QRD1302)

• 7.9m at 18.8% Zn, 10.3 % Pb, 0.5 % Cu, 250 g/t Ag and 5.1 g/t Au (QRD1303)

• 3.8m at 15.6% Zn, 8.3 % Pb, 0.2 % Cu, 329 g/t Ag and 3.7 g/t Au (QRD1305)

• 4.7m at 12.7% Zn, 7.8 % Pb, 0.4 % Cu, 171 g/t Ag and 2.8 g/t Au (QRD1306)

The drilling appears to be confirming the potential to extend the PQ Pit further to the north to mine additional high grade polymetallic mineralisation, which has a high gold and silver credit such as is currently mined from the existing PQ pit.

B3.0 Hellyer Mill Ancillary Studies

Ownership of the Hellyer Mill, operating infrastructure and mine lease is a transformational transaction for BSM, creating opportunities for it to expand its current mining operations to become a mid-tier base and precious metals concentrate producer.

The acquisition was settled on 19 March 2009 with BSM paying the balance of the $4.0 million cash consideration. Completion of the transaction will occur on receipt of Ministerial consent to the transfer of the Hellyer Mine Lease, at which time BSM will replace the existing environmental security bond of $0.99 million. Further payments of $2.5 per tonne processed in the Mill, capped at $5.0 million will also be made if the mill is re-started.

The focus of the mill study is to assess its utilisation for the treatment of the HMP ore to produce separate zinc, lead and copper-silver-gold concentrates. However other opportunities to generate early cash flow are also being investigated, including:

1. Processing Que River ore through the Hellyer Mill, prior to the HMP start-up. If BSM and Oz Minerals do not agree terms for further ore sales from Que River beyond the current 120,000 tonne contract, it may be feasible for BSM to campaign treat the remaining ore at the Que River mine in the Hellyer Mill. The key technical issues

16 Thelma 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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relate to: (i) processing relatively small tonnages in a large capacity mill, and (ii) capturing the value of the high gold and silver credits given that the Hellyer Mill does not presently have a gold recovery circuit. Flotation testwork is currently underway to investigate the deportment of the gold to either a gravity concentrate or to a payable element of a base metal concentrate.

1. Re-treatment of the Hellyer tailings to produce a bulk Pb-Zn concentrate. BSM has acquired all of the plant which was part of the former tailings retreatment project closed down on 8 September 2008. Whilst not a priority for BSM it is worth evaluating because the market for bulk concentrates appears to have improved in recent months, as have lead and zinc prices, whilst some of the operating cost elements have reduced.

2. In combination with 2 above, BSM is also undertaking resource assessment and metallurgical testwork to test the concept that gold could be recovered to a sulphide concentrate at a sufficient grade to sell. Specific testwork, utilising conventional technology and processes that have not been undertaken before is planned following the collection of suitable samples from the tails dam. The previous owner has reported ( Intec Ltd, 29 April 2008 ) that the tails comprise 11 million tonnes grading 2.5 g/t gold representing a significant gold inventory, which with even a modest recovery could supplement a tails re-treatment project at current gold prices.

C. EXPLORATION

The Company has made several important advances in its earlier stage exploration activities, notwithstanding the difficult economic environment and the strong focus and allocation of resources on the development of the HMP and the Hellyer Mill acquisition. The Company has continued a process of regional evaluation, target generation and testing and ground relinquishment where targets have not met expectations. Strategically, the exploration focus is returning to the areas prospective for the larger scale volcanic hosted massive sulphide deposits such as Que River, Hellyer and Rosebery – the type of world class polymetallic deposits that the Mt Read volcanic belt is renowned for. In this respect, BSM already controls some of the most prospective areas, particularly on the Hellyer and Que River mine leases.

During the Quarter the exploration joint ventures with Oz Minerals were terminated by mutual consent, returning to BSM 100% interest in all of the targets identified on the leases.

In order to progress these targets in a cost-effective way, and evaluate ineffectively tested parts of the prospective stratigraphy, BSM recently completed an orientation study to analyse the wall rock alteration at Hellyer, Fossey and Que River. The aim is to “fingerprint” variation and zonations in alteration associated with known mineralisation and then use this in existing drill holes to vector or steer exploration towards new mineralisation. The study uses an Analytical Spectral Device (ASD) that irradiates the sample with infrared light and measures energy absorptions to generate data on the mineralogical composition related to mineralising fluids. The method is cheap and quick and yields almost immediate results, which can be applied in the field to assess the prospectivity of specific areas. This programme has now been expanded to cover underexplored areas in the highly prospective Hellyer-Que region.

16 Thelma 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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C1. Heazlewood (EL31/2003)

(Bass Metals Ltd 70% & Pioneer Nickel Limited 30%)

The Heazlewood Licence is prospective for structurally-controlled hydrothermal nickel deposits and the two known nickel sulphide occurrences in the Heazlewood Ultramafic Complex are located in close proximity to the Fenton’s Prospect (refer Figure 3).

The Fenton’s Prospect is a high priority early stage prospect because of the strong ground EM anomaly generated as part of the follow-up to the airborne VTEM (Geotech Airborne) survey completed in early 2008. This confirmed the presence and location of a conductive anomaly with characteristics considered consistent with a sulphide conductor. Geological mapping and soil sampling of the area has identified the major rock-types and a fault zone approximately coincident with the EM anomaly.

The conductive anomaly with an interpreted strike length of 600 metres is situated between a small-scale fault-controlled Heazlewoodite (Ni3S2) deposit and a prospect comprising disseminated nickel sulphide 3km apart. Heazlewoodite is a nickel sulphide mineral similar to the more commonly mined Pentlandite but with almost twice the nickel tenor. Fenton’s is considered prospective for structurally-controlled Heazlewoodite mineralisation.

BSM plans assess the prospect with a 350 metre diamond-drill hole to test the EM conductor at approximately 250 metres below surface (note that the top of the conductor is interpreted at 150m below surface by BSM’s consultant geophysicist).

C2 Venture Minerals Iron-Tin-Tungsten Joint Venture

BSM and Venture Minerals Limited (VMS) have a joint venture under which VMS can earn 70% of any Fe, Sn or W projects that it generates on BSM’s Heazlewood and Whyte River tenements. During the Quarter VMS collected anomalous Sn (up to 45ppm) and W (up to 20ppm) stream sediment samples from Contact Creek and tributaries which drain the margin of the Meredith Granite adjacent to a conspicuous magnetic high on the Heazlewood EL. At the Whyte River EL VMS sampled the Rocky River magnetite occurrences. Assays are pending.

16 Thelma 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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Figure 3: Schematic Plan of Fenton’s prospect showing Ground EM anomaly and proposed drill hole, HFD001.

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16 Thelma 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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D. CORPORATE ACTIVITIES

D1 Financial Position

The Company’s closing cash position at the end of the March 2009 Quarter was $5.42 million a $2.37 million decrease from the end of the December Quarter balance of $7.79 million. This decrease includes the final payment of $3.51 million for the Hellyer Mill settlement and significant additional corporate costs associated mainly with this transaction. The main cash flow components comprised:

Ore sales (provisional payments) $5.50 million Hedge settlements $0.52 million Exploration ($0.93) million Que River Mine development & operating costs ($2.97) million Capital Costs ( including refundable deposit for the Hellyer Mill purchase ) ($3.51) million Corporate administration costs ($0.52) million

Apart from minor leasing and bond commitments, Bass Metals has no debt.

Half Year Result

During the Quarter, the Company released its results for the half-year to 31 December 2008 which comprised a strong $ 4.5 million interim net profit after income tax despite the current challenging environment for mineral producers. The result was based on ore sales from the Que River operation of $11.7 million. The result demonstrated that the Company was delivering on the plans conveyed to shareholders in early 2008 to be self-funding and well positioned to manage through the difficult market environment through prudent management, sensible hedging and the robustness of the Que River operation.

The diverse revenue mix arising from the polymetallic nature of the ore body provides for a more stable total revenue base because price declines for certain metals may be offset by rises for others. Que River generates revenue from five different metals – gold, silver, zinc, lead and copper – and this has proved to be a significant strategic advantage in the current volatile price environment.

D2 Hedging

At present the Company maintains only forward sales contracts as part of a Quotational Period hedging programme to mitigate the risk of significant price movements between receipt of provisional payments and the month in which the lead and zinc prices are fixed (Quotational Period). This generally comprises short term forward sales contracts for lead and zinc in AUD terms.

D3 Capital Structure

The Company issued 50,000 shares under the employee share plan during the March Quarter.

D4 Other Corporate Matters

During the Quarter, Shareholders approved the acquisition of the Hellyer Mill and associated infrastructure.

16 Thelma 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”) 31 March 2009	Quarter ended (“current quarter”) 31 March 2009
	Bass Metals Ltd
	ABN 31 109 933 995 Consolidated statement of cash flows
			31 March 2009
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 (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 – Bank guarantee deposits/receipt for Research & Development offset Other – Hellyer Mill Maintenance and Environmental Management Net Operating Cash Flows		Current quarter $A’000		Year to date (9 months) $A’000
		5,494 (929) (1,020) (1,953) (517) - 104 (15) - (149) (356)		15,181 (3,253) (3,599) (6,191) (1,524) - 277 (41) - 143 (356)
		659		637
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/settlements Net investing cash flows* 1.13 Total operating and investing cash flows (carried forward)		- - (3,512) - - - - 519		- - (4,162) - - - - 4,568
		(2,993)		406
		(2,334)		1,043

• includes the acquisition of the Hellyer mining lease and operating infrastructure.

• See chapter 19 for defined terms.

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1.13 Total operating and investing cash flows (brought forward)	(2,334)	1,043
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	- - - (43) - -	- - - (53) - -
	(43)	(53)
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	(2,377) 7,797 -	990 4,430 -
	5,420	5,420

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
		44
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	Estimated cash outflows for next quarter	Estimated cash outflows for next quarter
			$A’000
	4.1 Exploration and evaluation 4.2 Development			630
				200
	Total			830
	Reconciliation of cash
	Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000		Previous quarter $A’000
	5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details) –deposit as credit support for short dated forward sales	109		184
		4,301		6,803
		1,010		810
	Total: cash at end of quarter(item 1.22)	5,420		7,797

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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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 (cents)	Amount paid up per security (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 (c) Other – End of escrow period	103,623,803	103,623,803
	50,000	50,000	13 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	4,176,939 1,375,000 400,000 125,000 665,000	4,176,939 - - - -	Exercise price 40 cents 27.5 cents 37.5 cents 37.5 cents 51 cents	Expiry date 30.04.10 22.12.11 31.12.11 02.11.11 31.12.12

• See chapter 19 for defined terms.

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7.10 Expired during quarter – (Lapsed pursuant to terms and conditions of the options)			Exercise price	Expiry date
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: Managing Director.................................... Date: 21 April 2009 Print name: Mike 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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