GREENWING RESOURCES LTD — Interim / Quarterly Report 2012

Jan 13, 2013

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ABN 31 109 933 995
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14 January 2013

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

Dear Sir

DECEMBER 2012 QUARTERLY REPORT OF ACTIVITIES & CASHFLOW

Please find following a summary of key activities for Bass Metals Ltd (ASX: BSM) during the December quarter of 2012.

1. Asset Sale Process

Bass Metals is pleased to advise that there has been “lively” interest in its renewed asset sale process following the breach of the binding Share Sale Agreement by LionGold in early September 2012 (see below). Bass is in advanced discussions with a number of parties on a new asset sale transaction and plans to provide more definitive information in early February 2013 consistent with the new bank facility extension of 22 February, 2012 (refer below). Due to the incomplete and conditional nature of the current negotiations it is not possible to provide more details at this time and there is no guarantee that a new asset sale transaction will be entered into.

2. Tasmanian Site Activities

Exploration; to conserve cash Bass has undertaken minimal exploration work through the year. However in anticipation of a successful asset sale outcome, some preparatory work has commenced. These plans include surface sampling and drilling on the Lake Margaret exploration licence where the Company is highly encouraged by Vedanta’s recent Copper Chert discovery at the northern end of their Mt Lyell mining lease, which Vedanta reports includes:

• 63 metres at 2.7% copper – including 31 metres at 3.9% copper; and

 142 metres at 2.4% copper – including 42 metres at 5.0% copper. This host geological sequence occurs approximately 1km to the south and may run north onto the Bass Metal’s-Clancy Exploration, 75:25 joint venture, Lake Margaret licence.

Care and Maintenance; there were no material environmental incidents or lost time injuries on any Bass Metals’ managed tenements during the quarter. The Company is undertaking routine care and maintenance activities which include ongoing environmental management now that mining and processing operations have ceased.

3. Financial Position

Cash on hand at the end of the quarter was $1.15 million ($1.46 millionat the end of the September 2012 quarter).

Receipts from concentrate sales totalled $0.93 million for the quarter, with some further modest receipts expected in the March 2013 quarter with the finalisation of copper-silver concentrate invoices.

Suite 7, 186 Hay Street, Subiaco WA 6008 PO Box 8107 Subiaco East WA 6008 Telephone (08) 6315 1300 Facsimile (08) 9481 2846 www.bassmetals.com.au

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Debt: the Company’s main debt components at the end of the quarter comprised secured creditors of $5.8 million following further repayments of $0.7 million during the quarter. The unsecured creditor position is approximately $3.0 million, a reduction of $0.5 million due largely to adjustments of liabilities associated with concentrate sales.

On 30 November, Bass Metals reported that RMB Australia Holdings Ltd (RMBAH), its banker and primary secured creditor, had agreed to extend the final repayment date of its existing debt facilities from 21 December 2012 to 22 February 2013. Bass has issued to RMBAH 15.2 million unlisted options with a strike price of 0.6 cents consistent with the terms and conditions reported on 13 July 2012 for the loan facility extension.

This extension was sought on the basis that Bass has received several proposals for the purchase of a selection of its key assets and the Board considers that there are strong prospects of finalising a transaction within the new agreed time frame.

As part of the extension, Mancala Mining and RMBAH have agreed to extend the existing Standstill Agreement in line with the RMBAH facilities extension, to 22 February, 2013. The Company is now contacting its unsecured creditors seeking their continued forbearance until Bass completes a transaction and can provide a more certain repayment timeframe.

Capital Structure - during the quarter 15,200,000 unlisted options were issued to RMBAH comprising the facility extension fee. Also, 2,740,000 million unlisted employee options expired.

As at 31 December, 2012, the Company had 309,450,145 fully paid ordinary shares, 90,137,678 quoted options and 32,055,000 unquoted options on issue.

4. Litigation Against LionGold Corp. Ltd.

The renewed sales process and extension of Bass’ debt facilities has arisen due to the breach and repudiation of a binding Share Sale Agreement by LionGold Corp. Ltd of Singapore in early September 2012, which would have resulted in Bass receiving a total of $14 million in cash.

Bass has filed a writ for damages of up to $20 million in the WA Supreme Court against LionGold. Currently, LionGold is disputing whether the service by Bass of the writ on its service agent in Australia (being its Australian based solicitors) and executives was valid. To date LionGold has not specifically responded to the claims made against it by Bass in the current court action.

Yours faithfully

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Mike Rosenstreich Managing Director

Suite 7, 186 Hay Street, Subiaco WA 6008 PO Box 8107 Subiaco East WA 6008 Telephone (08) 6315 1300 Facsimile (08) 9481 2846

www.bassmetals.com.au

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Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10

Name of entity

	BASS METALS LTD	BASS METALS LTD	BASS METALS LTD	BASS METALS LTD
	ABN 31 109 933 995 Consolidated statement of cash flows
			31 DECEMBER 2012
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (smelter costs) (d) OHS & environmental (e) Site care & maintenance (f) site administration (g) mine closure (h) corporate 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 NetOperating Cash Flows		Current quarter $A’000		Year to date (6.months) $A’000
		1,800 (11) - (502) (80) (571) (89) - (424) - 52 (211) - 200		4,055 (59) - (2,315) (428) (787) (405) (647) (1,223) - 60 (271) 30 200
		164		(1,790)
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 – Hedging Settlements Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		- - - 31 - - -		- - - 40 - - 603
		31		643
		195		(1,147)

• 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)	195	(1,147)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from convertible notes 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (fundraising transaction costs) Net financing cash flows	- - - (510) - -	- - - (1,378) - -
	(510)	(1,378)
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 ofquarter	(315) 1,461	(2,525) 3,671
	1,146	1,146

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 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	59

• 1.25 Explanation necessary for an understanding of the transactions

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

• The repudiation by LionGold Corp. Ltd of the Share Sale and Placement Agreements due to settle in September, 2012 resulted in Bass not issuing the placement shares nor receiving the $14,080,000 cash inflow

On 20 December 2012, the Company issued 15.2 million options to RMB Holdings Australia Limited pursuant to the Company’s corporate loan facility agreement at $0.006 exercisable on or before 18 December 2015.

• 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.

Appendix 5B Page 2

17/12/2010

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 3.2	Loan facilities Credit standby arrangements

Amount available		Amount used
$A’000		$A’000
	-	3,800

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production (smelter costs) 4.4 4.5 4.6 Site Care & Maintenance Site Environmental Management Corporate(includes c.$200k legal &finance costs)	$A’000
	50
	-
	120
	135 260 520
Total	1,085

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)	1,138	1,435
	8	26
Total: cash at end of quarter(item 1.22)	1,146	1,461

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed	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

6.2 Interests in mining tenements acquired or increased

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	309,450,145	309,450,145
			-	-
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted

• See chapter 19 for defined terms.

Appendix 5B Page 4

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Appendix 5B Mining exploration entity quarterly report

7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	90,137,678 200,000 200,000 200,000 730,000 75,000 75,000 75,000 100,000 100,000 100,000 15,000,000 15,200,000	90,137,678 - - - - - - - - - - - -	Exercise price 20.0 cents 25.0 cents 35.0 cents 50.0 cents 22.0 cents 43.5 cents 61.0 cents 88.0 cents 26.0 cents 36.5 cents 52.5 cents 1.30 cents 0.6 cents	Expiry date 30.09.14 01.09.13 01.09.13 01.09.13 05.07.13 31.01.15 31.01.15 31.01.15 27.08.15 27.08.15 27/08.15 31.05.15 18.12.15
	15,200,000	-	0.6 cents	18.12.15
	-		-	-
	765,000 425,000 300,000 300,000 300,000 650,000		42.5 cents 51.0 cents 26.0 cents 28.5 cents 30.5 cents 30.0 cents	16.10.12 31.12.12 31.12.12 31.12.12 31.12.12 31.12.12
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 5).

• 2 This statement does / ~~does not*~~ (delete one) give a true and fair view of the matters disclosed.

Sign here: ..M. Rosenstreich................................................ Date: ..14/1/2013................ (Director/ ~~Company secretary)~~

Print name: .........................................................

Notes

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

• 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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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.

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• See chapter 19 for defined terms.

Appendix 5B Page 6

17/12/2010