GREENWING RESOURCES LTD — Major Shareholding Notification 2013

Sep 23, 2013

Form 603

Corporations Act 2001 Section 671B Notice of initial substantial holder

To Company Name/Scheme	Bass Metals Limited
ACN/ARSN	109 933 995
1. Details of substantial holder (1)
Name	RMB Resources Limited as trustee for Telluride Investment Trust and persons listed in Annexure A (together the 'RMB Resources Group of Companies'')
ACN (if applicable)	074 930 715

The holder became a substantial holder on 23 September 2013

$2_i$ Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities $(4)$	Number of securities	Persons' votes(5)	Voting power $(6)$
Fully Paid Ordinary	23'569'370	23'569'370	7.23%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
RMB Resources Group of		Voting rights and right to dispose of 23'569'370 fully paid ordinary shares
Companies	shares

4, Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of	Person entitled to be	Class and number of
	securities	registered as holder (8)	securities
RMB Resources Group of RMB Resources Limited		RMB Resources Group	2'702'703 fully paid ordinary
Companies		of Companies	shares
RMB Resources Group of RMB Australia Holdings	Limited	RMB Resources Group /	20'866'667 fully paid
Companies		of Companies	ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the 4 months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
RMB Resources Group of Companies	23 September 2013	\$91'200.00	Option Exercise	15'200'000 fully paid ordinary shares _

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if	Nature of association
Refer Annexure A	Refer Annexure A

7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
RMB Resources Group of Companies	Co Level 13, 60 Castlereagh Street, SYDNEY NSW 2000

Signature

print name	James Robert Bennett		capacity	Company Secretaryy
sign here $\sim$	sam	יש היזון	date	24 Septermber 2013

Directions

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related $\mathbf{1}$ . corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $2.$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. 3,
• The voting shares of a company constitute one class unless divided into separate classes. 4.
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the 5. person or an associate has a relevant interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. 6.
• 1. Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) $(a)$ applies, a copy of any document setting out the terms of any relevant agreement, and statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an 8. option) write "unknown".

• Details of the consideration must include any and all benefit, money and other, that any person from whom a relevant 9. interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.

• Sep. 2013 13:32

No. 3271 P. 3

This is Annexure A of 1 pages referred to in form 603 signed by me and dated 24 September 2013

James Robert Bennett

ANNEXURE A

1. Substantial Shareholders

The following persons are substantial shareholders by virtue to being related bodies corporate to RMB Resources Limited as trustee of the Telluride Investment Trust:-

FirstRand Limited and its related parties including the following entities:-

• $\triangleright$ RMB Holdings Limited
• $\triangleright$ RMB Australia Holdings Limited
• $\triangleright$ RMB Australia Limited
• $\triangleright$ RMB Resources Capital Management Pty Limited
• $\triangleright$ RMB Resources Limited
• $\triangleright$ First Rand Bank Holdings Limited
• $\triangleright$ FirstRand Bank Limited
• $\triangleright$ First Rand International Limited (Guernsey)

• FirstRand International (Netherlands) BV

• $\triangleright$ FirstRand Ireland Plc
• $\triangleright$ RMB International (Netherlands Antilles) NV
• $\triangleright$ RMB International (Mauritius) Limited
• $\triangleright$ FirstRand International (Mauritius) Limited
• $\triangleright$ RMB Belgium BV
• $\triangleright$ FirstRand (UK) Limited
• $\triangleright$ RMBI (UK) Limited
• $\triangleright$ RMB Resources Inc.
• $\triangleright$ NDA Group Limited
• $\triangleright$ Instant Access Holdings Pty Ltd
• $\triangleright$ Ausreo Pty Ltd