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ACN 109 933 995

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

NOTICE IS INCLUDED FOR THE GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, 19 FEBRUARY 2009 AT 2.00PM AT THE HEAD OFFICE OF BASS METALS LTD, 16 THELMA STREET, WEST PERTH.

IMPORTANT INFORMATION

This is an important document that should be read in its entirety. If you do not understand it, or any part of it, you should consult with your professional advisers without delay.

You are encouraged to attend the meeting, but if you cannot, you are requested to complete and return the enclosed Proxy Form without delay but in any event to be received before 2.00pm on 17 February 2009 to Bass Metals Ltd at 16 Thelma Street, West Perth WA 6005 or by mail to PO Box 1330, West Perth WA 6872 or by facsimile on facsimile number +61 8 9481 2846.

THIS PAGE IS BLANK INTENTIONALLY

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ACN 109 933 995

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that the General Meeting of the Shareholders of Bass Metals Ltd (“the Company”) will be held as specified below:

TIME: 2.00pm

DATE: Thursday, 19 February 2009

LOCATION: Bass Metals Ltd, 16 Thelma Street, West Perth, Western Australia

This is an important document that should be read in its entirety. If you do not understand it, you should consult with your professional advisers without delay.

If you wish to discuss any aspects of this document with the Company, please contact Mr. Michael Rosenstreich, Managing Director or Ms. Susan Hunter, Company Secretary of Bass Metals Ltd on +61 8 9322 8044.

Terms and abbreviations used in this Notice of General Meeting and the accompanying Explanatory Statement are defined in Section 4 of the Explanatory Statement.

BUSINESS

RESOLUTION 1: PROPOSED ACQUISITION OF MINING ASSETS FROM INTEC

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That pursuant to Listing Rule 10.1 and for all other purposes, approval be given for the proposed acquisition by the Company of the Mining Assets from Intec on the terms and conditions set out in the Explanatory Statement.”

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on this resolution by Intec and any Associates of that person.

VOTING EXCLUSIONS

Where a voting exclusion applies to a Resolution under the ASX Listing Rules, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the General Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

EXPLANATORY STATEMENT

Shareholders are referred to the Explanatory Statement and Independent Expert Report accompanying and forming part of this Notice of General Meeting for further explanation of the Resolution.

NOTICE OF GENERAL MEETING

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PROXIES

Members are encouraged to attend the meeting, but if you are unable to attend the meeting, we encourage you to complete and return the enclosed proxy form.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has the right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise.

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of the General Meeting as soon as possible and either:

send the Proxy Form by facsimile to the Company on +61 8 9481 2846;
post the Proxy Form to the Company at PO Box 1330, West Perth WA 6872; or
deliver the Proxy Form to the registered office of the Company at 16 Thelma Street, West Perth WA 6005.

Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.

DATE FOR DETERMINING HOLDERS OF SHARES

For the purposes of regulation 7.11.37 of the Corporations Act, the Directors have set 5.00pm (WST) on Tuesday, 17 February 2009 as the time and date to determine who are the holders of the Shares in the Company for the purposes of the General Meeting. Accordingly Share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the General Meeting.

Dated this 8 January 2009

By order of the Board

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Susan Hunter Company Secretary

NOTICE OF GENERAL MEETING

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ACN 109 933 995

EXPLANATORY STATEMENT TO SHAREHOLDERS

This Explanatory Statement sets out information in relation to the Resolution. The Directors recommend that you read the Explanatory Statement and the accompanying Independent Expert Report and either attend the General Meeting or complete the Proxy Form.

1. RESOLUTION 1: PROPOSED ACQUISITION OF MINING ASSETS FROM INTEC

As announced to ASX on 11 December 2008, the Company (through its wholly owned subsidiary Que Metals Pty Ltd) has entered into a binding agreement to acquire the Hellyer Mill and associated infrastructure for $4,010,000 plus a capped production royalty and the Hellyer Mining Lease which will be transferred on settlement.

The Board considers this opportunity to be a transformational acquisition which will reposition Bass Metals as an independent, emerging mining company rather than a small-scale producer reliant on third party treatment and ore sales arrangements. The Proposed Acquisition should unlock the broader potential of the Company’s existing mineral assets in north-west Tasmania, including the Hellyer Mine Project.

The Mining Assets

The Mining Assets to be acquired include:

The 1.5Mtpa crushing, grinding, flotation concentrator plant currently on care and maintenance, including a 2MW SAG and Ball milling circuit and a sizeable spares inventory. The Hellyer Mill was last operational from November 2006 to September 2008 re-treating Hellyer tailings to produce a low grade bulk zinc-lead concentrate and hence is in overall good operational condition.
All associated supporting infrastructure including grid power, storage sheds, spares inventory, warehouses, water treatment facilities, railway line access and all associated rights in respect of intellectual property and industrial processes.
A 300kW electric cutter suction dredge and spares recently utilised to reclaim tailings for the retreatment project.
The remaining Hellyer tailings resource. In April 2008, Intec reported a “pre-mining” resource comprising Hellyer tailings of 11 million tonnes at 2.8% zinc, 3.0 % lead, 88 g/t silver and 2.6 g/t gold (refer to Intec’s ASX announcement released on 29 April 2008, ASX code: INL). Intec’s Hellyer zinc concentrate project processed approximately 2 million tonnes of this material through the Hellyer Mill, and Bass Metals will acquire the residual tailings.
The Hellyer Mining Lease (CML103/1987) which the Company already holds a sublease over giving it the mineral rights. Purchase of the Mining Lease will transfer the environmental management responsibility to Bass Metals and it will be required to post a $990,000 security deposit with Mineral Resources Tasmania. However, Intec is required to remove at its sole risk, responsibility and cost the electric arc furnace (EAF) dust and storage facility and will assume responsibility for (and indemnifies the Company against) any environmental clean-up or liabilities resulting from the storage or transport of the EAF dust and storage facility.

Consideration

The total consideration for the Proposed Acquisition will comprise the following:

refundable cash deposit of $500,000 (paid on 19 December 2008);
cash payment of $3,510,000 payable on settlement;
security deposit of $990,000 to replace Intec’s environmental bonds; and
processing royalty of $2.50 per tonne of ore processed through the mill capped at $5,000,000.

EXPLANATORY STATEMENT

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The Company intends to fund the deposit and settlement payment from existing cash reserves of approximately $8 million supported by the ongoing production and cash flow from its Que River Project.

Pursuant to the agreement, the Company has agreed to pay all expenditure in relation to the care and maintenance of the Mining Assets, estimated to be approximately $80,000 per month, from the date of payment of the deposit until settlement of the Proposed Acquisition which is anticipated to be completed in February 2009.

Rationale for the Proposed Acquisition

The Proposed Acquisition is perhaps the most significant development for the Company since listing on ASX in October 2005. The Company’s development to date has seen production commence in 2007 underpinning its maiden $1.8 million net profit in the 2008 financial year and the current strong cash position. This has allowed Bass Metals to take advantage of this key acquisition opportunity for the Mining Assets which the Board considers to be a major long-term growth prospect.

The Company’s 100% owned Hellyer Mine Project (HMP) comprises two distinct resources, Hellyer and Fossey, which total 1.6 million tonnes of moderate to high grade massive sulphide base metal resources, located within one kilometre of the Hellyer Mill (refer report to ASX 30 September 2008). The mine development concept for the HMP is to mine a “base load” of ore for processing at the Hellyer Mill at the rate of approximately 200,000 tonne per annum (tpa) from Fossey and supplement it with another 50,000 to 100,000tpa of ore from other sources such as the Hellyer or Que River mineral resources (to the extent that grade and metallurgical characteristics allow). The Hellyer Mill was designed to treat the very fine grained Hellyer style ore, and therefore can treat most other more conventional polymetallic ore types such as those occurring at Fossey or Que River and is still likely to be efficient when operated at less than its nominal capacity.

The Hellyer Mill has always been an important aspect of Bass Metal’s development strategy. The value in the Mining Assets being acquired comprises the plant and “hard machinery” as well as the “operational footprint” which includes a permitted tailings dam and supply corridors for power, water and vehicles. The prime motivating factors for the Proposed Acquisition are:

• Unique Flexibility

Mining and treatment of the Fossey mineralisation is the current base case scenario which could increase to include: high grade Hellyer and Que River ore, low grade material from both Hellyer and Que River, copper rich Que River ore and perhaps even the gold-silver-barite material. The Hellyer Mill is purpose built for the Hellyer-Que ore types and gives Bass Metals flexibility to maximise the exploitation of its resources, which a smaller plant or an extension of existing ore sales arrangements would not allow.

Higher Payability

Preliminary metallurgical results from 14 Fossey Zone drill samples indicate that by utilising the Hellyer Mill it should be possible to produce separate zinc, lead and copper-silver-gold concentrates. Sales of metal concentrates should generate higher returns and margins than the sale of whole ore.

High Replacement Cost

The replacement cost of the Hellyer Mill and associated plant is estimated by the Company and its technical experts to be well in excess of $100 million. Whilst currently the HMP may not need such a large facility, the replacement cost of a processing plant sized to the current conceptual rate of 200 to 300ktpa is approximately $40 to $50 million based on recently completed comparable projects. The Company is evaluating running the plant at a reduced throughput rate or on a campaign basis at the name plate capacity as part of the feasibility study currently underway.

EXPLANATORY STATEMENT

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Conditions and Timing

The Proposed Acquisition is subject to customary conditions precedent including:

(a) formal documentation;
(b) legal due diligence by the Company;
(c) no material adverse change to the Mining Assets with potential effect of more than $250,000;
(d) all necessary regulatory approvals including ministerial approval to the transfer of the Mining Lease;
(e) all necessary third party consents including Intec’s secured creditor (already obtained by Intec);
(f) waiver or confirmation by ASX that Listing Rules 10.7, 11.1.3 and 11.3 do not apply. LR10.7 requires that consideration for an acquisition of a “classified asset” must be “restricted securities”. LR11.1.3 requires a company to recomply with Chapters 1 & 2 of the Listing Rules and LR11.3 relates to the potential suspension of trading in a company’s shares by ASX. (ASX has confirmed that LR10.7 does not apply and LR11.1.3 and LR11.3 will not be applied to the Proposed Acquisition. Therefore this condition is already satisfied by the Company);
(g) shareholder approval by the Company (per this Notice of General Meeting); and
(h) shareholder approval by Intec, as required (ASX has confirmed to Intec that it is not required to obtain shareholder approval. Therefore this condition is satisfied).

The parties have agreed to use their best endeavours to complete the Proposed Acquisition by 20 February 2009 (or such later time as agreed). If any conditions (other than (d), (g) or (h) above) are not satisfied by that date, the Proposed Acquisition will terminate and all monies paid by the Company will be refunded by Intec.

Should the Company not obtain Shareholder approval for the Proposed Acquisition at the General Meeting or it fails to complete the transaction for some other reason which is considered to be within its control or it breaches a representation, then the Proposed Acquisition will terminate and the Company will forfeit the deposit and any other monies paid at that point in time.

Should Intec fail to complete the transaction for some reason which is considered to be within its control or it breaches a representation, then the Proposed Acquisition will terminate and all monies paid by the Company will be refunded by Intec.

Further, in the event Ministerial approval for the transfer of the Mining Lease is not obtained within 30 days of the Company paying the $3,510,000 at settlement, the Proposed Acquisition will terminate and all monies paid by the Company will be refunded by Intec.

Listing Rule 10.1

This Resolution seeks Shareholder approval pursuant to Listing Rule 10.1 for the acquisition of the Mining Assets from Intec.

Chapter 10 contains provisions in relation to transactions between a company and persons in a position of influence. Listing Rule 10.1 provides that a company must not acquire or dispose of a “substantial asset” from/to a Related Party, a subsidiary, a “substantial holder” or an Associate of those persons without shareholder approval.

Intec is not a Related Party of the Company as it does not control Bass Metals. However, it was a “substantial holder” of the Company.

EXPLANATORY STATEMENT

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A “substantial holder” is a person who has or had a relevant interest in at least 10% of the total votes in the company at any time within six months before the transaction. At the date of the Notice of General Meeting, Intec holds 3,381,649 Shares representing only 3.3% of the Company. Intec also holds 1,227,477 listed options exercisable at $0.40 each on or before 30 April 2010 and 225,000 unlisted options exercisable at $0.275 each on or before 22 December 2011. However, within the last six months Intec was the Company’s major shareholder with a total of 23,992,649 Shares representing 23.2% of the Company and it therefore was a “substantial shareholder”.

An asset is considered substantial if its value or the value of the consideration for it is 5% or more of the equity interests of the company set out in the latest accounts given to ASX. Based on the Company’s annual accounts as at 30 June 2008, 5% of the equity interests equates to approximately $1.1 million. As both the assessed value of the Mining Assets per the Independent Expert Report and the consideration to be paid by the Company exceed this amount the Mining Assets represent a substantial asset for the purposes of Listing Rule 10.1.

Listing Rule 10.10.2 requires a company to obtain an Independent Expert Report to provide an opinion on whether the proposed acquisition is “fair and reasonable” to the non-associated shareholders. Accordingly, the Company engaged Grant Thornton Corporate Finance Pty Ltd to examine the Proposed Acquisition and to prepare an Independent Expert Report for the purposes of Listing Rule 10.10.2. The Independent Expert has concluded that, in his opinion, the Proposed Acquisition is fair and reasonable to the Shareholders not associated with Intec.

The Independent Expert Report accompanies this Explanatory Statement and is provided to assist shareholders assess the merits of this Resolution. Shareholders should read the Independent Expert Report in its entirety.

2. CONCLUSION AND RECOMMENDATION

Your Directors believe that the Resolution described above is in the best interests of the Company and the Directors unanimously recommend Shareholders vote in favour of the Resolution.

3. ROLE OF ASX

The fact that the Notice of General Meeting, Explanatory Statement and accompanying Independent Expert Report have been reviewed by ASX is not to be taken as an indication of the merits of the Resolution. ASX and its respective officers take no responsibility for any decision a Shareholder may make in reliance on any information included in the Notice of General Meeting, Explanatory Statement or Independent Expert Report.

4. DEFINITIONS

Associate has the meaning set out in sections 11 to 17 of the Corporations Act. ASX means ASX Limited, ACN 008 624 691.

Board means the Board of Directors of the Company.

Bass Metals or the Company means Bass Metals Ltd, ACN 109 933 995.

Constitution means the constitution of Bass Metals Ltd, ACN 109 933 995.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of General Meeting.

General Meeting means the meeting of the Shareholders convened for the purposes of considering the Resolution contained in the Notice of General Meeting.

Hellyer Mill means the complete 1.5Mtpa Hellyer mill and processing plant and all associated operating infrastructure and rights owned by Intec.

Independent Expert means Grant Thornton Corporate Finance Pty Ltd.

Independent Expert Report means the Independent Expert Report prepared by the Independent Expert accompanying this Explanatory Statement.

Intec means the collective reference to Intec Ltd ACN 001 150 849 (a company listed on ASX) and/or its 100% subsidiary, Intec Hellyer Metals Pty Ltd ACN 104 931 768, as applicable.

Listing Rules means the Listing Rules of the ASX.

Mining Assets means the Hellyer Mill, Mining Lease and tailings resource owned by Intec.

EXPLANATORY STATEMENT

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Mining Lease means the consolidated mining lease 103M/1987 owned by Intec.

Notice of General Meeting means the notice convening the General Meeting accompanying this Explanatory Statement.

Proposed Acquisition means the proposed acquisition of the Mining Assets from Intec.

Proxy Form means the form of proxy accompanying the Notice of General Meeting.

Related Party means a related party as defined in Section 228 of the Corporations Act.

Resolution means a resolution proposed to be passed at the General Meeting and contained in the Notice of General Meeting.

Share means a fully paid ordinary share in the Company.

Shareholder means a person entered in the Company’s register as a holder of a Share as at the relevant date.

EXPLANATORY STATEMENT

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1 Outline of the Proposed Transaction 1 2 Scope of the report 3 3 Industry overview 6 4 The Hellyer Assets 9 5 Rationale of the Proposed Transaction 11 6 Fair market value of the Hellyer Assets 13 7 Fair market value of the consideration offered 16 8 Evaluation of the Proposed Transaction 17 9 Sources of information, disclaimer and consents 21 Appendix A – Glossary 23 Appendix B – Report by Como Engineers Pty Limited 24

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8.2.1.2 Full control of the production process

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8.2.1.3 Higher yield

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8.2.1.4 Opportunities to earn extra income

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8.2.1.5 Flexibility to fully explore the Hellyer mining tenements

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8.2.2 Likely disadvantages associated with the Proposed Transaction

8.2.2.1 Care and maintenance costs

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8.2.2.2 Substantial capital outlay

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Bass Metals Ltd – Independent Expert’s Report

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8.2.2.4 Processing third party ore may not materialise

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8.2.3 Other factors

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Bass Metals Ltd – Independent Expert’s Report

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B ass Metals Ltd Proposed Ac q uisition of the Hellyer Mine Lease, Proce s sing Facility & Associated Assets.

Indepen d ent Experts Valuation.

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Prepared by

Como Engineers Pt y Ltd Mechanical & Mineral Processing E ngineers

27 McCabe Street Mosman Park WA 6012

Phone: 08 9432 0100 Fax: 08 9336 4900 www.comoeng.com.au

Job 2688.2

Date 19[th] December 2008



A	Draft	TG,RPL	MJS	RPL
Rev	Description	By	Checked	Ap proved

COMO ENGINEERS PTY LTD

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Table of Contents
1. Executive Summary	4
1.1 Introduction	4
1.2 Background	4
1.3 Scope	5
1.4 Site Visit	5
1.5 Como Engineers Competency and Specialist Expertise	5
2. Valuation	6
3. Mill and Process	6
3.1 Summary	6
3.2 Methodology	7
3.3 Water Supply	8
3.4 Power Supply	8
3.5 Process Plant	8
3.6 Crushing	9
3.7 Grinding	9
3.8 Flotation	9
3.9 Pilot Plant	10
3.10 Electrics	10
4. Tailings Storage Facilities and Reclaim	10
4.1 Summary	10
4.2 Tailings Dam	10
4.3 Dredge and Tails Return	11
5. Valuation of Tailings Retreatment	11
5.1 Summary	11
5.2 Methodology	12
6. Resources	13
6.1 Summary	13
6.2 Considerations	14
7. Buildings and Other Surface Infrastructure	16
8. Environmental	17
8.1 Summary	17
8.2 Rehabilitation and Closure Costs	17
9. Other	18
9.1 Railway and Roads	18
9.2 Summary	18

Tables

Tables
1. Summary Valuation	6
2. Tailings Recoverable Metal	11
3. Tailings Valuation	11
4. Resource Statement Hellyer Mine Project and Fossey Zone	13

COMO ENGINEERS PTY LTD

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Images

Location Map; Hellyer-Que River Mining Leases 16

Appendices

		Appendices
1.	Independence		19
2.	Disclaimer		19
3.	Reference Material Use		20
4.	Resumes		20
	• Richard Ladyman		21
	• Tim	Gooch	23
	• Peter Bernard Schwann		25
5.	Hellyer Plant Valuation Spreadsheet		26
6.	Resource Valuation Spreadsheets		30
		• Summary	30
		• Tailings Resource	31
		• Recoverable Metal from Tailings	32
		• Hellyer Mine Insitu Resource- Base Case	33
		• Hellyer Mine Insitu Resource- Upper Case	34
		• Commodity Prices	35

COMO ENGINEERS PTY LTD

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1. Executive Summary

1.1 Introduction

Bass Metals Ltd (BSM) proposed to purchase the Hellyer Mine Lease, the processing facility and associated infrastructure and surface assets (the Hellyer Assets) from Intec Hellyer Metals Pty Ltd (IHM), a 100% owned subsidiary of ASX listed Intec Ltd. BSM has engaged Grant Thornton Corporate Finance Pty Ltd (Grant Thornton Corporate Finance) to prepare an Independent Experts Report in relation to the purposed acquisition under Chapter 10 of the ASX Listing Rules. Como Engineers who is familiar with the Hellyer Assets under offer has been engaged by Grant Thornton Corporate Finance to prepare an Independent Technical Experts Valuation of the assets as an addendum to its Independent Experts Report.

In October 2008 Como Engineers were asked by the Managing Director of BSM, Mr Mike Rosenstreich, to conduct a site visit to the Hellyer Mine site in order to carry out an inspection of the Hellyer processing and surface facilities and prepare a brief report and valuation of those assets. The report titled “Hellyer Flotation Plant Valuation” was submitted to BSM on the 27th October 2008.

This site visit was to confirm the condition of the plant allowing Como Engineers to upgrade the desk top study and evaluation previously undertaken. Further at the request of BSM all aspects of the processing facilities and surrounding infrastructure were also inspected and noted, including the power supply, buildings, water supply, tailings dams, etc.

On the 10[th] December 2008 BSM progressed its interest in the Hellyer Assets and made an offer to IHM to purchase all the assets of the mine located on the Mining Leased 103M/1987, including the processing facility, surface infrastructure and buildings, the tailings, all mineral resources and other assorted plant and equipment referred to as the Hellyer Assets. BSM already has an existing Sub Lease Agreement in place with IHM for the minerals rights contained within the Mining Lease 103M/1987.

Prior to accepting this engagement, Como Engineers considered its independence with respect to the Proposed Transaction with reference to Regulatory Guide 112: “Independence of expert’s reports” issued by Australian Securities and Investments Commission. It is our opinion that Como Engineers is independent of BSM, its Directors and all other parties involved in the Proposed Transaction.

1.2 Background

The Hellyer Mine is located in north western Tasmania 80km south of Burnie and is currently owned by IHM. There has been a history of mining on the site where underground mining of the Hellyer polymetallic ore body commenced in 1989 by Aberfoyle Ltd then Western Metals Ltd (WML), who depleted the ore body and ceased operation in 2000. During this period approximately 15 million tonnes of ore was treated to produce base metal concentrates, mainly lead and zinc.

The Hellyer Mine sits on mining lease 103M/1987 which expires on 1 February 2009. Application to extend the terms of the Mining Lease for a further 21 years is in progress. Mineral Resources Tasmania (MRT) has advised BSM that there is nothing they are aware of which would adversely impact the renewal of the Mining lease.

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In 2004 IHM acquired the mine and its assets and in 2006 entered a JV with Polymetals Mining Services to retreat the tailings still high in metal content. Retreating commenced in late 2006 and went through until September 2008 when low commodity prices associated with the global financial crisis forced the closure of the mine. During this period approximately 2 million tonnes of tailings was retreated using a dredge floated on the tailings dam to pump the tailings back to the modern flotation plant.

The Hellyer Site is currently on care and maintenance and remains in good condition with all the processing facilities and infrastructure virtually intact.

1.3 Scope

Como Engineers has reviewed the following in its evaluation of the Hellyer Assets;

Process plant, including crushing, grinding, flotation and concentrate facility.
Resources;
Tailings
In-situ
Surface infrastructure.
Environmental liability.

Excluded from the review;

Arc Furnace dust and storage facility.
Legal review of title, ownership, third party agreements etc.

Como Engineers consents to the issue of this report in its form and context and consents to its inclusion in the Notice of Meeting and Explanatory Memorandum as an appendix to the Independent Expert Report prepared by Grant Thornton in relation to the Proposed Transaction.

1.4 Site Visit

Mr Richard Ladyman, Managing Director of Como Engineers visited the site on 15th October 2008. Mr Brian Banister, Chief Operating Officer of Intec Ltd (and Managing Director of IHM) and Mr Wayne Keygen the Electrical Superintendent (care and maintenance) conducted a tour of the IHM Burnie office and the Hellyer Mine site.

This visit was specifically undertaken to prepare a condition report and valuation of the mill and surface infrastructure, not the complete Hellyer Assets in the current sale process. However for expediency and budget control a further visit has not been undertaken as the visit by Mr Ladyman covered enough of the project and site to allow this valuation to be completed by additional review and reference to available documents and BSM management.

1.5 Como Engineers Competency and Specialist Expertise

Como Engineers Pty Ltd has been providing the resource industry around the world with specialist mechanical, metallurgical and process expertise for over twenty years. One of the original founders of the Company, Mr Ladyman is still actively involved as Managing Director and has extensive experience and knowledge in these areas.

COMO ENGINEERS PTY LTD

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Como Engineers is comprised of a team of engineers, draftsman and administrators that provide its clients with “fit for purpose” support for all aspects of metallurgical, process review, design, mining, geology and construction.

This report was prepared and submitted by Mr Ladyman Managing Director, Mr Tim Gooch General Manager and Mr Peter Schwann Senior Geologist (CV’s are attached). Review by Mr Tom Van Loon Technical Director and Mr Grant Blakeman Senior Mechanical Engineer.

2. Valuation

The following summary is based on Como Engineers review of the Hellyer Mine assets and liabilities (more detailed explanation included in later sections):

		Base	Lower	Upper
•	Process plant	$24.3M	$4.8M	$48.6M
•	Tailings Resource	$ 9.0M	$0.0M	$208.0M
•	Fossey:Hellyer Resources	$3.5M	$0.0M	$15.1M
•	Environmental Liability	-$ 7.5M	-$7.5M	-$6.4M
•	Royalty IHM	-$5.0M	-$0.0M	-$5.0M
•	Royalty Government	-$3.0M	-$0.0M	-$ 5.2M
	o Total	$21.2M	-$2.7M	$254.9M

Table 1: Summary Valuation

Note;

IHM royalty capped at $5M after processing 2.0Mt.
Government royalty included in the total operating cost for the Tailings retreatment.
• A government royalty estimate of $5 per tonne of ore has been used for the Hellyer Fossey resources

3 Mill and Process

3.1 Summary

The Hellyer Flotation plant was built in circa 1989 to process the complex polymetallic Hellyer underground ore body being mined at the rate of up to 1.5 million tonnes per annum. Four flotation concentrates were produced – zinc, lead/silver, copper and a zinc-lead.

The plant was very well built (probably for a 20 year plus design life) and considered “state of the art” in 1989. It is enclosed in a substantial steel framed building, with multiple gantry cranes allowing access to all areas.

In 2000, the ore body was mined out and the plant was put on care and maintenance until late 2006, when the IHM/Polymetals JV was established to retreat the tailings. The plant was modified and a dredge installed on the tailings dam. Retreatment of the tailings commenced in November 2006 at the rate of about 120tph, utilising much of the existing plant, to produce a bulk zinc-lead concentrate, with silver credits.

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Whilst gold and copper are also present in significant concentrations (Au 2.6g/t and Cu 0.16%) their complex metallurgy has prevented the commercial extraction of these minerals. Gold for example is locked within with pyrite grains and not amenable to leaching or floatation.

Following the withdrawal of Polymetals from the joint venture on 1[st] August 2008 IHM subsequently shut down the tailings retreatment operation in September 2008 due to the falling zinc price.

Approximately 2 million tonnes of the estimated 10.8 million tonnes were treated during this phase of the operation, leaving 8.8 million tonnes of tailings still remaining with a potentially high in-situ value of zinc, lead and silver in the right market conditions.

Currently the plant remains on care and maintenance and is generally considered in very good condition. No major parts have been removed and re-establishing either a tailings retreatment or ore processing facility would not require significant resources, time or capital.

The estimated valuations in Australian dollars of the plant are:

a) New replacement cost (excluding civil’s, construction and commissioning) $48,614,285.
b) Current value as a going concern $24,307,143.
c) Auction value (to be dismantled and removed from site) $4,793,429.

The value of processing facilities such as the Hellyer Mill are influenced by the world mid to long term commodity prices and whilst these facilities are complete and in good condition, their intrinsic value remains in the potential to generate revenue which in the current market is volatile. Having stated this, mining and world commodity prices are cyclic in nature and the current low price of base metals is unlikely to remain depressed in the mid to long term. The Hellyer facilities are in a region with a history of mining and are well placed to treat and capitalise on additional ore sources found in proximity to the mill, other remote BSM leases and/or third party ore feed.

As a “going concern” Como Engineers consider the processing plant can be used in its current location for its intended purpose, i.e. treating base metal polymetallic ores. Strategically the Hellyer processing facility is also well placed to treat varying ore types (zinc, lead, copper, nickel, silver and gold) from the 103M/1987 lease or from other sources within the highly prospective region which may be from another BSM operation or a third party. The Hellyer plant is well suited to treat the ore type currently being mined at Que River and sold to Oz Minerals. BSM reported to ASX in early 2007 that successful trials had been undertaken. In the event that the current ore sales agreement with Oz Minerals was terminated BSM could utilise the Hellyer Mill to treat this mineral.

Como Engineers does not profess to be an expert in world commodity prices and exchange rates which impact the value of the Hellyer Assets and in commenting on such Como Engineers relies on external commentary as well as its own in-house experience.

3.2 Methodology

The equipment list and inventories used in the valuation was supplied by IHM and used as a check list to confirm that all the equipment listed was on site. Some additional items of

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equipment found on site were also noted. In general all equipment was present with no key items missing. Should the plant be restarted a more detailed and thorough review and inspection is recommended to enable a recommissioning schedule and budget to be prepared.

The equipment list forms the basis from which the individual value of each item has been estimated.

“New value” is the estimated replacement cost of a new similar component purchased now, FIS capital city, not installed. Como Engineers has used its existing database and knowledge of recent purchases as the basis for the new values.

Construction and installation costs have been excluded and would be additional costs. It is likely that a new plant full installed and commissioned would cost in the order of $100 million.

“Current installed value” is the estimated value of the component in-situ if it is to be used in this current location in the future.

“Auction value” is the expected price that would be received if an auction/fire sale were held in the current climate, with the components sold individually for removal from site “as is where is”.

3.3 Water Supply

The water supply on the Southall River was inspected. There is a small weir and several large pumps powered from the grid. A poly line (approximately 315mm diameter), runs back to the plant.

The licence conditions permits a maximum rate of extraction of 12.96Mega Litres per day, enough water to meet the site processing and other needs. Available water may be restricted in summer should the natural flow rate drop significantly as a minimum of 50% of the natural stream must remain to pass the off take point. Whilst this is not seen as major risk a more detailed water balance should be undertaken using historical data and planned future water requirements.

3.4 Power Supply

Power is supplied by the Tasmanian hydro grid, from a 66kV over head line running through the lease. There is a substation at Que River a few km’s south of Hellyer, where it is stepped down to 22kV at a new substation was installed recently by IHM to power the Hellyer Mine.

There is approximately 8km of 22kV line feeding up to the Hellyer Site, where the power is then broken down to 6.6kV for the 2 mills ( a SAG and Ball) and other large motors, 1000 volts for the dredge and 415V for the rest of the plant. In addition to this, there is a high voltage feed the Hellyer underground mine and the Southwell River dam.

3.5 Process Plant

The 1.5 million tonnes per annum plant appears to be in very good condition and well maintained. The plant is completely enclosed in a steel framed shed on the side of a hill with

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good sloping concrete floors and sumps. The entire plant is accessed by a number of over head gantry cranes allowing good access for maintenance and repairs.

The mill PLC control system is a Bailey SCADA (Supervisory Control and Data Acquisition) which has been completely upgraded recently.

The SCADA System usually consists of the following subsystems:

A Human-Machine Interface or HMI is the apparatus which presents process data to a human operator and through this the human operator monitors and controls the process.
A supervisory (computer) system, gathering (acquiring) data on the process and sending commands (control) to the process.
Remote Terminal Units (RTUs) connecting to sensors in the process, converting sensor signals to digital data and sending digital data to the supervisory system.
Communication infrastructure connecting the supervisory system to the Remote Terminal Units.

Generally the SCADA system usually refers to a system that coordinates, but does not control processes in real time.

3.6 Crushing

The primary crusher is a Kemco single toggle 60 x 48 inch jaw which feeds to a stock pile and a reclaim tunnel that then feeds through to the SAG mill. Everything appeared to be in good condition.

3.7 Grinding

The grinding circuit consists of two (2) Allis Chalmers, 2 MW mills, in a SAG and ball mill configuration, both are in good condition with relatively new Cavex cyclones. During the inspection it was noticed that the ball mill gearbox dipstick was rusty and there is no oil. (Site maintenance was investigating at the time).

The Whitchita clutch on the SAG mill has been dismantled and installed on the ball mill, a replacement clutch is on site and will cost in the order of $200,000 to reinstall.

An additional feed hopper has recently been installed for an ore grinding trial that was carried out on nickel ore from a local mine.

Everything else appears in good condition.

3.8 Flotation

As per the other parts of the processing facility the flotation circuit appears complete and in good working order.

The flotation circuit has a relatively new Courier on-stream analysis system with capacity for up to 16 streams.

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3.9 Pilot Plant

At the north end of the building is a separate small flotation circuit originally used as a pilot plant and subsequently as a copper recovery circuit.

It consists of twelve small cells, each approximately 1.5m[3] , a small stirred mill, regrind ball mill and two attritioners. Its capacity is estimated to be in the range 5 to 10 tonnes an hour.

The circuit is considered a good asset either for ore test work or resale to recover potential capital outlay on either initial purchase or recommissioning.

3.10 Electrics

All the electrical switch rooms were in good condition. Although some of the gear is old, everything seemed to work and to be appropriate for future operation.

4 Tailings Storage Facilities and Reclaim

4.1 Summary

The tailings storage in the main dam is in a well constructed and managed facility. Currently the dam is flooded to prevent ARD (acid rock drainage) caused by oxidation of the pyrite present in the tailings and to allow the dredging operation for tailings retreatment. There is also a second tailings storage facility in an old shale quarry mined to provide back fill material for the Hellyer underground operation. Tails from the recent retreating of the main tailings dam are stored in the shale pit.

The tailings dams will form an important part of the ongoing site environmental management and rehabilitation program (referenced from report by environmental consultants Caloundra Environmental Pty Ltd 29 November 2008).

4.2 Tailings Dam

The main tailings dam appears well constructed with four (4) cells, with the down slope high wall constructed as one lift. The tails dam has considerable capacity still available.

Next to the dam is an environmental water treatment plant, including tanks and a thickener. These have not been extensively used and remain in good condition.

There is a second small tailings dam called the Shale Pit which was originally quarried to provide back fill material during the underground mining program. This dam has little remaining storage capacity.

Next to the Shale Pit dam is a large corrugated iron shed where electric arc furnace (EAF) dust containing high zinc values is stored. This dust is a product of the electro static precipitators at the EAF at Onesteel in Laverton NSW amongst others.

The dust was being stockpiled for a new processing plant to be constructed by IHM utilising its IHM proprietary technology. A small amount was blended with the concentrate produced

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by tailings retreatment as a trial, however this operation was ceased. The remaining EAF dust and shed remain the property of IHM and are not part of the proposed sale and therefore are excluded from this evaluation.

4.3 Dredge and Tails Return

The dam is covered in water which prevents oxidation of the pyrites present in the tailings from creating ARD which can damage the local environment and ecosystem if not contained and effectively managed. The water also facilitates the retreatment of the tailings by dredging.

The 60 tonne cutter suction dredge has a 10/8 Warman pump, capable of dredging at approximately 250 tonnes an hour solids. It is powered by an electric trailing cable from the grid at a 1000V. Reclaimed tailings are pumped back to two (2) surge tanks on the bank of the tailings dam.

The surge tanks are 6m diameter by 6m high, each with a capacity of 1,200m[3] , providing a steady feed to the retreatment process mitigating downtime and inefficiencies in the dredging process. Two Warman pumps were moved from the SAG mill to pump the slurry back to one of two 16m thickeners at the main plant.

The thickened product was pumped into two large surge tanks. These are approximately 8 by 10 meters high and were put in by the Polymetals/IHM JV for the tailings re-treatment program.

The reported value of the dredge, spares and associated equipment (Intec Annual report 2007) is $2.4 million. The dredge is still considered to be in good working order and capable of meeting the workload required should retreatment of the original tailings be recommenced as a viable option with an increase in world commodity prices.

5 Valuation of Tailings Retreatment.

5.1 Summary

There is a considerable amount of base (zinc, lead copper) and precious metals (gold, silver) contained within the tailings dam placed there during the mining phase of the project. More recent history has seen the viable commercial operation based on the retreating of the tailings through a modified version of the original flotation plant. This retreatment operation closed recently in September 2008 due the major downturn in commodity prices, particularly base metals.

Como believes that with a return to the higher commodity prices experienced prior to the current down turn the tailings retreatment could again become a profitable operation and potentially interact well with an ore feed schedule that does not fully utilise the mills capacity.

Indicative recoverable amounts and values based on an array of total unit operating costs $25/t to $45/t and commodity prices (in A$) varying in range from current price to minus 25% and to plus 100% are summarised in tables 2 and 3 below.

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	Insitu	Recovery, Concentrate	Metal recoverable
Lead	237,336t	20%	47,467t
Zinc	210,684t	60%	126,410t
Silver	27,019,840oz	10%	2,701,984oz

Table 2: Tailings Recoverable Metal

Metal price variation	Lead	Zinc	Silver	Total Operating Cost in $ per Tonne &MarginatMetal Price and Op Cost $M	Total Operating Cost in $ per Tonne &MarginatMetal Price and Op Cost $M	Total Operating Cost in $ per Tonne &MarginatMetal Price and Op Cost $M	Total Operating Cost in $ per Tonne &MarginatMetal Price and Op Cost $M	Total Operating Cost in $ per Tonne &MarginatMetal Price and Op Cost $M
	$/t	$/t	$/oz	$25/t	$30/t	$35/t	$40/t	$45/t
-25%	1,100	1,247	11.1	$46	$7	-$32	-$71	-$110
Current	1,467	1,662	14.9	$126	$87	$48	$9	-$30
+25%	1,833	2,078	18.6	$205	$167	$128	$89	$50
+50%	2,200	2,493	22.3	$285	$247	$208	$169	$130
+100%	2,933	3,324	29.7	$445	$407	$368	$329	$290

Table 3: Tailings Valuation

Note;

Pricing sourced from Kitco, base and precious metals web site 12 December 2008.
Hi-lighted values used in base and upper valuation summary.
More detailed table in appendices.

5.2 Methodology

Como Engineers has not carried out a detailed financial analysis and makes no definitive prediction on commodity prices and whether they will rise and to what value. This valuation has simply taken the reports, historical data and production figures available and estimated what metal may be left and the potentially recoverable content at current prices. Further sensitivity will need to account for a bias towards zinc recovery and market price as the dominant metal in the tailings and in-situ resources.

As the quantum of lead, zinc and silver is large, the estimated value is given as a guide only to the potential that may exist in the right global economic climate. Whilst there is also gold and copper present in significant quantities, the complex metallurgy currently precludes their viable extraction.

There are a number of reported figures for the mineral content of the tailings dam prior to commencing the retreatment program. In the appended table Como has included for comparison three resource figures;

Australian Mining Consultants (AMC) JORC compliant resource Nov 2005. These figures appear in the RBC CIM report; however Como has not been able to establish if these resources were ever published.
Western Metals Ltd (WML) closing metallurgical balance.
Intec public presentations April 2008.

The figures in the Intec presentation appear to be a rounding of the WML closing metallurgical (met) balance with tonnes rounded to 11 million from the 10.88 million in the closing balance. The April 2008 presentation however fails to deduct the tailings actually retreated, which commenced in December 2006.

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A review of the different resource estimate data indicates that there is little difference in the AMC and WML estimates and Como Engineers for this evaluation has chosen to use the more recent and JORC compliant AMC figures.

From the AMC resource Como Engineers has deducted the Intec reported quarterly production figures from the tailings retreatment to derive a remaining tailings resource estimate. With the initial estimates of the resource (both AMC and WML met balance) adjusted by the retreatment met balance the remaining estimate is considered adequate for the purpose of this evaluation.

If BSM consider recommencing the tailings retreatment a more detailed evaluation should be undertaken, including a detailed analysis of any potential grade variation/distribution within the actual tailings storage facility.

Recovery figures have been taken from the Intec Ltd ASX Quarterly Reports and presentations and are approximate only. There is a trend of improving efficiency and metal recovery during the operation which suggests better recoveries could be expected if retreatment restarts. Zinc was recovered at >65%, lead > 24% and silver >15% towards the latter part of the retreatment operation. However this is not a definitive study as Como Engineers has attempted to illustrate the quantum of potential metal not a detailed financial analysis.

6 Resources

6.1 Summary

Whilst BSM already owns the mineral resources on the Hellyer Mine Lease 103M/1987 under a pre-existing Sub Lease Agreement and therefore these mineral resources do not form part of this current offer, the purchase of the Hellyer Assets add further value both tangible and intangible to the mineral rights and current reported resources.

There are two discrete JORC compliant resources on the Hellyer Mine Lease; the original Hellyer Mine Project remnants and Fossey Zone (see site layout plan below). The combined resource of 1.58 million tonnes is contained within the indicated and inferred categories.

		tonnes	Zn%	Pb%	Cu%	Ag g/t	Aug/t
Hellyer Mine	Indicated	641,000	6.8	4.0	0.4	83	1.3
	Inferred	107,000	8.1	4.9	0.2	107	1.5
	Sub total	748,000	7.0	4.1	0.4	86	1.3
FosseyZone	Indicated	410,000	9.7	4.7	0.4	140	2.8
	Inferred	420,000	8.5	4.5	0.3	99	2.2
	Sub total	830,000	9.1	4.6	0.3	120	2.5
	Total	1578,000	8.1	4.4	0.3	104	1.9

Table 4: Resource Statement Hellyer Mine Project and Fossey Zone

Como Engineers has not undertaken a detailed in-situ resource review, audit and verification and relies upon data sourced from other parties, in particular ASX announcements and releases by BSM and Intec. Neither does Como Engineers suggest that the assumptions made accurately reflect any future potential conversion of resources to ore reserves and the financial

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returns made from any future reserves. These assumptions are considered a reasonable basis for an assessment of the value at an early stage of any potential resource development.

Como Engineers in its valuation of the in-situ resources has only considered the savings that can now be made by BSM in the treatment of any possible future ore mined using its own processing facilities, against the pre-purchase option of paying a utilisation fee and other costs that would have been incurred by hauling ore to another facility and paying a toll.

To complete the valuation Como Engineers has applied a number of factors to the existing reported resource tonnage as an estimate of conversion from resource to reserve and therefore minable tonnes. Metal grades, metallurgical recoveries, commodity prices have not been included as they have no bearing on the value attributed to this specific purchase.

Como Engineers understand that preliminary studies undertaken by BSM at current commodity prices of the insitu resource at the Fossey Zone suggests a positive NPV should the ore be treated through the Hellyer Processing facility. Como Engineers has not verified this work but acknowledge BSM’s comments during its research and review process.

To gain an estimated tonnage Como Engineers has considered the resource category and applied a number of factors to the in-situ resource, considering;

Mining recoveries.
Conversion of inferred to indicated resource.
Conversion of indicated resource to reserve.

Using the above factors Como Engineers estimated range of tonnes; base case 609kt to upper case 1,041kt mined and therefore processed.

The savings in processing are based on the following estimated per tonnage cost that would have been incurred against the project from a third party toll.

Processing costs market up 15% to 25% of actual processing cost $25/t to $30/t, i.e. $3.75/t to $7.5/t
Rehabilitation costs for tailings storage $1/t
Capital recovery, replacement capital, TSF capacity $1/t
Administration and overheads $0.0/t to $5.0/t
Haulage excluded.

Cost saving range; base case $5.75/t, upper case 14.5/t or total savings of $3.5 million base case to $15.1 million upper case.

The intangible benefits include the flexibility of the whole process of mining through to concentrate production being undertaken by one entity without involvement of a third party.

6.2 Considerations

Processing;

Capital costs to recommission the existing process plant will be minimal. Should a reduction in throughput to 250,000 tonnes per annum be decided a detailed engineering review, in particular the requirement for a suitable crushing and grinding circuit.

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Como Engineers understands that the metallurgical properties of the two deposits vary and a detailed test work program is in place to ensure appropriate and efficient process management is implemented. The implications of the varying mineralogy between the Hellyer and Fossey ore may require batch feeding or controlled blending to ensure recoveries are not negatively impacted.
Whilst in significant concentrations gold has not been used in the valuation as its complex metallurgy prohibits economic extraction within the current process plant. It is noted however that initial test work on the Fossey ore does indicate possible recovery of gold may be achieved by producing a gold concentrate and should be addressed as part of a detailed study.

Other issues;

The impact of the IHM royalty of $2.5/tonne processed capped at $5 million will need to be built into a detailed cash flow model. In essence the first two million tonnes of ore treated (which Como Engineers understands includes Third Party Feed), excluding trial packages to 100,000 tonnes. The two million tonnes is similar in quantum to the current reported resources published for the Hellyer mine site and Que River Mine.

If as suggested mining of the Que River and Hellyer mine resources has a throughput of 150 to 250,000 tonnes per annum the monthly royalty would be between $31k to $52k or $375k to $625k per year.

The above amounts will need to be incorporated into any cash flow model and whilst not excessive will impact the break even commodity price triggers in a detailed study.

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Image 1: Location Map; Hellyer- Que River Mining Leases

7 Buildings and Other Surface Infrastructure

There is a well supplied workshop with a lathe and other equipment which is appropriate for the operation.

The store is large and still contains a number of spares, particularly Warman pumps and spare motors. The stores have been well laid out and managed.

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The main plant is housed in a heavy duty building approximately 100m x 50m. Six gantry cranes are located throughout this building allowing good access to all areas for repairs and maintenance.

There is a main office/administration building suitable for an ongoing operation. BSM currently utilise this office complex for its exploration and Hellyer Mine Project study activities.

The concentrate storage shed is approximately 60m x 45m, with tripper conveyor for discharging the concentrate.

8 Environmental

8.1 Summary

Currently the Hellyer Mining Lease has a $1 million environmental bond ($990,000 held by IHM and $10,000 by BSM). This is part of a staged bond with a further $1 million to be deposited by the IHM-Polymetals JV if the retreatment operations continued. Correspondence between MRT and BSM sited by Como Engineers suggests that MRT will maintain the current level of security bond ($1M) until BSM submits a new DPEMP (Development Plan and Environmental Management Plan) for the proposed development of the Fossey:Hellyer Mine.

Caloundra environmental Pty Ltd completed a review of the “Environmental Issues Hellyer Mining Lease” 29 November 2008 for BSM and estimated that the total closure and rehabilitation cost of the site on lease 103M/1987 may cost $7.5 million. Ongoing rehabilitation and careful management of the closure process may reduce this amount, in particular a good clear understanding of the ARD issues may allow some savings. However the overall quantum is unlikely to reduce significantly.

At the time of writing this report the ongoing environmental management appears overall to have been effective and Como Engineers is not aware of any outstanding issues outside of the management plan.

8.2 Rehabilitation and Closure Costs

Whilst MRT indicate a bond value of $2 million against rehabilitation and closure will be acceptable, the realistic cost is up to $7.5 million as estimated by Caloundra Environmental.

In the past, companies have sought to off-set the true cost of closure against the scrap value of the project and its assets. This practise however has been superseded by more precise accounting practices and detailed environmental management plans.

In the case of the Hellyer Mine project the Como Engineers evaluation by auction (<$5 million) would not cover the costs of rehabilitation and closure and the current valuation may reduce as it is subject to final condition of the surface processing facilities and infrastructure as well as the global commodity market.

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Como Engineers understands that BSM intends to enhance current environmental management practises at the Hellyer Mine with its experiences gained managing similar environmental issues at its nearby Que River mining operations. The overall rehabilitation and closure costs should be incorporated into the Company’s financial cash flow modelling amortising the full amount. All opportunities to rehabilitate the lease on an ongoing basis should continue to be part of the management plan. However by its nature the majority of rehabilitation, i.e. the tailings storage facility and surface infrastructure will not be able to be rehabilitated until the mine closes.

With a revised environmental management plan utilising resources associated with operational activities and reduction in ARD (Caloundra Environmental memo “Geochemistry Shale Quarry Wall”) savings of 10% to 15% should be targeted as per any operational cost management program. If successful these savings represent a reduction in liability of $0.75 to $1.125 million.

9 Other

9.1 Proposed processing for “Fossey” Ore.

Como Engineers has previously advised BSM on the implications of treating the Fossey polymetallic ore at a reduced process plant throughput rate of 250,000 tonnes per annum.

The brief study whilst a precursor to a detailed study commented;

a) The existing primary crusher could be used, but a secondary crusher will probably be required if a small ball mill is installed.
b) It is probably impractical to use the existing SAG mill or ball mill. A ball mill of about 800kW would be better suited.
c) Some of the existing tower mills, attritions float cells, filters and thickeners can be utilised.
d) A generic flow sheet has been developed to aid in identifying the suitability of the existing Hellyer equipment for the proposed new circuit. The flow sheet has been based on typical flotation parameters only, and not site specific data
e) Possible positions for a new 800KW ball mill were considered, with the best locations on either side of and parallel to the existing SAG mill where it could be fed by another conveyor in series with the existing SAG mill fed conveyor.

Alternatively Como Engineers understands that BSM is considering running the existing circuit at its name plate capacity on a campaign basis. This option while presenting certain logistical challenges such as manning and commercial issues regarding cash flow revenue mitigates any major plant conversion costs.

These scenarios are at an early stage and more detailed modelling and financial analysis is required as further studies metallurgical test work results becomes available.

9.2 Railway and Roads

There is an existing 3’6” railway spur into the Hellyer plant. This 11km section of line onto the mine site is owned by the government and links to the main Melba Flats to Port of Burnie line. The spur line will require refurbishment which is scheduled to be undertaken by the government in 2009/10 who have committed $5 million under the Auslink2 program.

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All the main access roads to the site are sealed and on site roads are all-weather gravel roads in reasonable condition.

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Richard Ladyman Tim Gooch Managing Director General Manager Como Engineers Pty Ltd Como Engineers Pty Ltd FIEAust CP Eng BSc Mining Eng, AusIMM FAusIMM CPMet

Appendices

1. Independence

Como Engineers Pty Ltd is wholly owned by the VDM Group a publicly listed company providing consulting, engineering and construction services, throughout Australia and in locations around the world.

Como Engineers has been supplying specialist consultancy services to the minerals industry for over 22 years. Como Engineer’s expertise covers mechanical and metallurgical studies, feasibility studies, valuations, designs and reviews, mining and geology as well as a range of construction and supply services.

This report has been prepared by independent Como Engineers employees and contractors who do not hold any interest in BSM or any related party or property contained within this report. The report was prepared and charged for at Como’s standard schedule of rates and expenses and the fee payable is in no way affected by the outcome of this report.

2. Disclaimer

All reports, valuations and investigations made by Como Engineers Pty Ltd are subject to the following disclaimer;

Whilst all reasonable care has been taken by Como Engineers Pty Ltd in preparation of this report for the purpose stated herein, Como Engineers Pty Ltd does not accept any responsibility whatsoever for any consequence arising from the use or reliance upon any information contained herein.
This report is based in part on information which has been provided to Como Engineers Pty Ltd by the client and/or others and which is not under the control of Como Engineers Pty Ltd and Como Engineers Pty Ltd its directors, employee’s, consultants and agents do not warrant or guarantee the accuracy of the information contained herein.
Como Engineers Pty Ltd believe that the conclusions, recommendations and valuations contained herein are reasonable and appropriate at the time of issue of this report and has used its best endeavours to ensure such. However the user is cautioned

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that the assumptions and inputs on which this report is based may change with time and are beyond the control of Como Engineers Pty Ltd and any persons acting on behalf of Como Engineers Pty Ltd. The user should therefore ensure that the assumptions and inputs remain valid.

This report is prepared solely for the use of the person, company or entity to whom it is addressed. Como Engineers Pty Ltd accepts no responsibility or liability to any third party damages whatsoever arising out of the use of this report by a third party.
This report must be read in its entirety and this disclaimer constitutes an integral part of the report. Any copy or reproduction of this report must contain this disclaimer.
Unless otherwise stated in this report, it is a technical report and does not cover any legal aspects that may be associated with the report and its subject matter. Any valuations do not include representation as to the legal title and/or ownership of any item or asset referred to or contained within the report and the assumptions made regarding such item or asset.
Unless specifically agreed otherwise in the contract of engagement, Como Engineers Pty Ltd retains the intellectual property rights over the contents of this report. The client is granted authority to use that intellectual property rights for the purpose for which this report was commissioned.

3. Reference Material Used (not attached)

RBC Capital Markets Confidential Information Memorandum Nov 2008.
Intec web site covering various presentations and ASX announcements.
Como Engineers Pty Ltd Bass Metals Hellyer Flotation Plant Valuation 27 Oct 2008.
Letter Page Seager to Wright Legal 26 Nov 2008 re Mining Lease 103M/1987.
BSM web site covering various presentations and ASX announcements.
Caloundra Environmental Pty Ltd, Review of Environmental Issues Hellyer Mining Lease.

4. Resumes

Richard Ladyman
Tim Gooch
Peter Bernard Schwann

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Richard L adyman

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Managing Director Mechanical Engineer Fellow, Institute of Engi n eers, Australia Chartered Professional E ngineer Fellow, Australian Instit u te of Mining & Metallurgy Chartered Professional M etallurgist Licensed Auctioneer – M ining & Earthmoving Equipment

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Employment History

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1985 – Current Como Engineers Pty Ltd

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Managing Director of Como En g ineers - a company specialising in the design and construction of mineral processing plants f or the mining industry throughout the world. Considerable involvement in scoping & feasib i lity studies for new projects, evaluations of existing operations, and valuations of plant and equi p ment for prospectuses, receivers, etc.

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1985- 1974

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Managing Director of Kalgoorli e based contracting company

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Managing Director of an earth m oving, mining and construction company bas e d in Kalgoorlie. Designed and constructed the f i rst carbon-in-pulp plant in Kalgoorlie, for Ra y ner Investments Pty Ltd.

Registered Manager of Queen M argaret Goldmine NL's Mt Ida Goldmine. Construction Manager for Vicke r s Keogh Pty Ltd., Kalgoorlie. Project Engineer and Senior M echanical Engineer for Western Mining Co rp oration at their Kambalda Nickel Operations, K a lgoorlie Mining Associates and Great Boulder o perations

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1973 – 1970

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Mechanical Engineering student , WAIT (now Curtin Uni)

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1970-1968

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National Serviceman in Australi a n Army,served in Australia & South Vietnam.

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Major Projects

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Sabminco NL – Horseshoe C opper Mine

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Triako Resources - Mineral H ill Copper/Gold Mine
• Central Kalgoorlie Gold Mi n es - Bullabulling

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Hannans Gold - Comet

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Westrim Resources - British Columbia

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Western Mining Corporation - Agnew Gold

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Norths Ltd – North Parkes

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Nelson Gold – Taror Gold Plant,Tadjikistan

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Werrie Gold - Big Rush Gol d Plant

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Eagle Mining - Nimary

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Herald Resources - Sandston e

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Consolidated Gold – Davyh u rst Water Supply

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Magellan Lead Project – Ba n kable Feasibility Study

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21
• Homestake, Lawlers – Gravi t y Gold Circuit

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Haddington International – B ald Hill Tantalum Plant

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Dominion Mining – Challen g er Gold Project – Bankable Feasibility Study

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Newcrest Mining Ltd – Crac o w Gold Process Plant – Design & construction

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Summary

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Throughout my professional c areer, I have been involved with the ev a luation, design, construction and operation of mining & mineral processing operations, and as s ociated services, including power supply, water supply, underground haulage, crushing, milli n g, concentration, refining, tailings disposal and a c commodation facilities. This work has includ e d the design and supervision of earthworks and roadworks, most recently on the Challenger Project in South Australia, where I supervised 16 0 km of road upgrade, the airstrip and the plant e arthworks.

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Tim Goo c h General Manager Member, Australian Institute of Mining & Metallurgy

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Tim is a qualified mining engin e er with over 25 years experience in the indust r y. During his career he has worked on mul t iple commodities around the world includi n g, gold, tin, diamonds and nickel in the UK, S outh Africa, West Africa, North America and A ustralia. Roles have involved both oper a tional management and corporate responsibili t ies including the construction and commissio n ing of new projects in Africa and Australia. Tim Joined Como Engineers i n 2008 and his experience enables the Com p any to fully understand all aspects of the ou r client’s needs as Como and the VDM Group m ove towards offering full consulting service s to the mining and resource industry, comp l ementing the metallurgical and mechanical ex p ertise already widely used.

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Career Summary

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25 years experience in minin g industry. Including over 20 years in senior m a nagement rolls.

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Experience in gold, tin, diamonds and nickel, in both surface and undergrou n d mining.
• Worked around the world, in c luding Africa, America, the UK and Australia.
Successfully constructed two new projects in Australia and Africa as Project Manager.
• Corporate Experience in pub l icly listed company. • Four years in open pit earth m oving contracting.
Preparation of Bankable Fea s ibility Studies.
Project management, develo p ment and evaluation.

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Management of Graduate Tr a ining Programs.

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Active member of Chamber o f Mines WA regional council and committees.

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Qualifications

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Bachelor of Science Hons M i ning Engineering ACSM

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WA Quarry Managers Ticke t

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Diploma Front Line Manage m ent

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Member of the AusIMM

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Employment History

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Nov 2008 to Present

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Como Engineers, General Ma n ager.

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Overseeing all aspects of the business, including project management, business d evelopment, HR and administration:

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Project Management/coordi n ation and review of ongoing and new projects:
Company administration an d HR functions
Business development and o n going client relations
• Budget and financial manag e ment.

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May 2008 to October 2008

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Century Mining USA. Senior C onsultant.

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Coordinating the Bankable F e asibility Study (US$70M) for the Lamaque Gold Mine in Val D’or Quebec.

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Oct 2004 to April 2008

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View Resources Ltd, Chief Op e rating Officer and Managing Director

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As COO, responsible for the operation of the Carnilya Hill nickel mine in K a mbalda and feasibility studies.
As MD, responsible for corp o rate functions of the company, including inves t or relations, fund raising and project dev e lopment.

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Dec 2000 to Oct 2004

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BGC Contracting, Project Ma n ager

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Managed a number of mine s ite open pit earth moving contracts around Wes t Australia
• Initiated and oversaw the gra d uate training program.

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April 99 to June 2000

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Jubilee Mines, General Manager Cosmos Nickel Project

ed the Cosmos Nickel Project.(Capex $30m):
Constructed and commission

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Recruited operating team, co n tract implementation.

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Concentrate shipments:

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March 97 to Oct 98

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Ashanti Mining, Project Mana g er Siguiri Gold Project

Finalise feasibility and const r uct the Siguiri Gold project in Guinea West Af r ica (Capex US$50m).
Recruit and establish remote
operating mine site. Commissioned on time an d budget.

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4mtpa heap leach upgraded t o 8mtpa.

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Jul 89 to March 97 Australian Resources Resident Manager Gidgee and Mt McClure Gold mines.

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Oct 88 to June 89 Ashton Mining Mine Superint e ndent Harbour Lights Gold Mine.

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Dec 87 to Oct 88 Hunter Resources, Resident Manager Mertondale Gold Mine.

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Mar 85 to Oct 85 Bridge Oil Services, Shift Supervisor AREDOR Diamond mine Guinea We s t Africa.

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Sept 83 to Sept 84 Gencor South Africa, Graduat e Trainee program, Kinross Gold Mine.

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July 82 to Sept 83 South Crofty Tin Mine, machi n e miner UK.

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Peter Be r nard Schwan n Chief Geologist Member, Australian Institute of Mining & Metallurgy

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Pe t er Schwann and Associates (PS&A) Sc h wann Consulting Pty Ltd

Companies

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Qualifications Associateship in Applied Geology (WAIT) F.A u s.I.M.M C P (Geol) Expertise C h emical and lithological project generation for b a se, precious and fer r ous metals. Geochemical stratigraphy and m odelling for ore reserve reclassification. Mineralogy and facies determination from gr a ss roots to mining. Sampling and drilling fro m exploration to pr o duction. Project generation and manag e ment in most co m modities.

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Commodities A u , U, Cu, Fe, Mn, Ni, V, Co, Ti, Zr, Mo, W, Cr, Si, Pb, Zn and Ra r e Earths. Also Expertise in Granite, Labradorit e and Coal.

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Employment History

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Peter Schwann & Associates

Peter Schwann & Associates 1988 - Present Consultant Geologist at Robe R iver), Plutonic, Edjudina, Nevoria, Southern C ross, Darlot, Mt Todd, Ballarat, Melita, Rustle r ’s Roost, Randalls, Riverina, Davyhurst, Ra w as (Indonesia), Ashburton Regional, Myanmar, K enya, Zimbabwe (Au); Murray Basin and Kin g Island (Mineral Sands); Woodie Woodie (Mn); a nd Coobina (Cr). Sampling, drilling and rese a rch proposals at KCGM, Mt Newman, Porgera, W est Angelas, Lehir Island and Mt Tom Price. Registered Mine Manager at the Gidgee Gold M ine. Registered Mine Manager at the Weme n Mineral Sands Mine.

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Duties included

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Mine and Project manageme n t in open cut, underground and dredging.

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Valmin and JORC critiques a nd presentations to Directors and Stockbrokers
Due Diligence on other Pros p ects and Companies
Ore Characterisation and Ge n etic, Ore Reserve and Resource Modelling
Conceptual Modelling, area s election and land acquisition

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Schwann Consulting

2004 - Present

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Foundation and operation of Poondano Exploration Pty Ltd and Ventnor Mining Consultant to Matilda Minerals, Atom Energy, Greater Pacific Gold, Yello w rock Resources, Minarco, Como Engineers, RI M Madagascar, Runge, WA Metals, Ferrum C r escent, Baosteel and Overseas Private Investors.

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Duties included

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Overseas evaluations and Or e Reserve reclassifications

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Valmin and JORC critiques a nd presentations to Directors and Stockbrokers

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Due Diligence on other Pros p ects and Companies

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Ore Characterisation and Ge n etic, Ore Reserve and Resource Modelling

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Conceptual Modelling, area s election and land acquisition

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	COMMENTS												Internal Data Base		Internal Data Base				Beyond repair
	Auction		$66,000	$5,000	$50,000	$15,000	$1,200		$6,000	$10,000	$10,000	$1,200	$321,000	$10,000	$240,000	$7,000	$100,000	$7,000	$0
ESTIMATED VALUE	S/H		$330,000	$25,000	$250,000	$75,000	$6,000		$30,000	$50,000	$50,000	$6,000	$1,605,000	$50,000	$1,200,000	$35,000	$500,000	$35,000	$0
	New		$660,000	$50,000	$500,000	$150,000	$12,000		$60,000	$100,000	$100,000	$12,000	$3,210,000	$100,000	$2,400,000	$70,000	$1,000,000	$70,000	$0
	Unit New		$660,000	$50,000	$500,000	$150,000	$12,000		$20,000	$100,000	$100,000	$12,000	$3,210,000	$25,000	$2,400,000	$10,000	$1,000,000	$10,000	$0
	kW												1800		2100		335
	No.		1	1	1	1	1		3	1	1	1	1	4	1	7	1	7	1
	SIZE	tph	t	mm	mm	mm		tph	mm	mm	mm		m		m	mm		mm
		450	200	1800 x 6500	1500 x 1200	1500		160	4200 x 700	1000	1000		6.7D x 2.4		4.6D x 6.1	380		380
	MAKE/TYPE			Roxon plate	Kemco ST Jaw				recip. plate				Allis		Allis	Warman	Kuboto	Warman
	EQUIPMENT	CRUSHING	ROM Bin & Structure	Primary Feeder	Primary Crusher	Discharge Conveyor	Weightometer	GRINDING	Reclaim feeders	Reclaim Conveyor	Mill feed conveyor	Weightometer	SAG Mill	DSM Screen	Ball Mill	Cyclone cluster	Tower Mill 1	Cyclone cluster	Particle size analyser	FLOTATION

	Budget quote from FL Schmidt		Budget quote from FL Schmidt	Budget quote from FL Schmidt	Estimate	Budget quote from FL Schmidt	Budget quote from FL Schmidt	Budget quote from FL Schmidt	Budget quote from FL Schmidt			Budget quote from FL Schmidt	Budget quote from FL Schmidt			Budget quote from FL Schmidt	Budget quote from FL Schmidt
$3,000	$90,000	$25,000	$150,000	$30,000	$100,000	$90,000	$57,500	$210,000	$60,000	$100,000	$7,000	$150,000	$231,000	$100,000	$7,000	$90,000	$90,000	$24,000	$90,000
$15,000	$450,000	$125,000	$750,000	$150,000	$500,000	$450,000	$287,500	$1,050,000	$300,000	$500,000	$35,000	$750,000	$1,155,000	$500,000	$35,000	$450,000	$450,000	$120,000	$450,000
$30,000	$900,000	$250,000	$1,500,000	$300,000	$1,000,000	$900,000	$575,000	$2,100,000	$600,000	$1,000,000	$70,000	$1,500,000	$2,310,000	$1,000,000	$70,000	$900,000	$900,000	$240,000	$900,000
$30,000	$300,000	$250,000	$300,000	$300,000	$1,000,000	$150,000	$115,000	$300,000	$300,000	$1,000,000	$10,000	$300,000	$210,000	$1,000,000	$10,000	$300,000	$150,000	$120,000	$300,000
										335				335				150	800
1	3	1	5	1	1	6	5	7	2	1	7	5	11	1	7	3	6	2	3
	m3	m3	m3	m3		m3	m3	m3	m3		mm	m3	m3		mm	m3	m3	m3	m3
	54		54	54		17	8	54	54		380	54	32		380	54	17	6	32
	Maxwell MX 14	Agitair Trough Cells	Maxwell MX 14	Float (Conditioner)		Dorr-Oliver DO600	Dorr-Oliver DO300	Maxwell MX 14	Float (Conditioner)	Kuboto	Warman	Maxwell MX 14	Maxwell MX 12	Kuboto	Warman	Maxwell MX 12	Dorr-Oliver DO600	High Intensity Conditioner	High Intensity Conditioner
Cu/Ag Conditioner	Cu/Ag Rougher cells	Cu/Ag Cleaner cell	Pb Rougher	Pb Rougher	Pumps	Pb Cleaner	Pb Cleaner	Zn Rougher	Pb Rougher	Tower Mill 2	Cyclone cluster	Zn Cleaner cells	Zn Cleaner cells	Tower Mill 3	Cyclone cluster	Bulk Rougher	Bulk Cleaner Cells	Cu/Ag Cl Feed	Pb Ro Feed

	Budget quote from FL Schmidt	Budget quote from FL Schmidt					Scaled from recent quotes	Scaled from recent quotes		With Tripper car		From June 08 Stocktake sheets	Estimate from Photos	Updated by TG ref Intech annual report	Estimate from Photos	Owned by Tasmania Electrical		+/- Ø6m x 6m	+/- Ø8m x 10m
$30,000	$78,722	$78,722	$23,200	$33,000	$33,000	$33,000	$220,807	$220,807	$10,000	$25,000	$80,000	$50,200	$200,000	$200,000	$100,000	$0	$0	$46,400	$89,671
$150,000	$393,610	$393,610	$116,000	$165,000	$165,000	$165,000	$1,104,033	$1,104,033	$50,000	$125,000	$400,000	$251,000	$1,000,000	$1,000,000	$500,000	$0	$340,000	$232,000	$448,356
$300,000	$787,221	$787,221	$232,000	$330,000	$330,000	$330,000	$2,208,066	$2,208,066	$100,000	$250,000	$800,000	$502,000	$2,000,000	$2,000,000	$1,000,000	$0	$680,000	$464,000	$896,712
$150,000	$787,221	$787,221	$232,000	$330,000	$330,000	$330,000	$2,208,066	$2,208,066	$100,000	$250,000	$400,000	$502,000	$2,000,000	$2,000,000	$1,000,000	$0	$680,000	$232,000	$448,356
200
2	1	1	1	1	1	1	1	1	1	1	2	1	1	1	1	1	1	2	2
m3	m	m	m3	m3	m3	m3	plate	plate
11	16	16	160	300	300	300	60	60			30 XRF
High Intensity Conditioner							Lastra	Lastra	Zn Concentrate Conveyor	Bulk Concentrate Conveyor	Courier	Misc.
Pb cl Feed	Zn Thickener	Bulk Thickener	Cu/Ag Stock Tank	Pb Stock Tank	Zn Stock Tank	Bulk Stock Tank	Bulk Filter Press	Zinc Filter Press			On stream analysis	Spares	Pilot Plant	Dredge	Water Treatment Plant	Electric Sub Station	Electr HV Cable	Surge Tanks & Agitators	Surge Tanks & Agitators

Allowance	Estimate - Heavy Duty for Gantries	Stores, Workshop	Cons Shed
$90,000	$442,000	$20,000	$135,000	$4,793,429
$450,000	$2,210,000	$100,000	$675,000	$24,307,143
$900,000	$4,420,000	$200,000	$1,350,000	$48,614,285
$150,000	$4,420,000	$100,000	$1,350,000

6	1	2	1


				A$, Exclu GST
Gantry Cranes	Main Building	Stores/Workshop	Cons Shed	TOTAL

									sources to reserves
6. Resource Valuation Spreadsheets • Summary • Tailings Resource • Recoverable Metal from Tailings • Hellyer Mine Insitu Resource- Base Case • Hellyer Mine Insitu Resource- Upper Case • Commodity Prices Summary in $M	Upper	$ 48.6	$ 207.8	$ 15.1	-$ 6.4	-$ 5.0	-$ 5.2	$ 254.9	Note; • Fossey Hellyer resource is impacted by unit cost saved and conversion of re
	Lower	$ 4.8	$ -	$ -	-$ 7.5	$ -	$ -	-$ 2.7
	Base	$ 24.3	$ 9.0	$ 3.5	-$ 7.5	-$ 5.0	-$ 3.0	$ 21.2

		Pocess Plant	Tailings Resource	Fossey:Hellyer Resource	Environmental Liability	Royalt IHM	Royalty Government	Total

	% contribution.	22%	66%		13%		100%
Recoverable $	Current	$ 69,618,679	$ 210,109,103		$ 40,161,308		$ 319,889,090
Metal Price	Current	$ 1,467	$ 1,662		$ 14.86
		$/t	$/t		$/t
	Recovered	47,467	126,410		2,701,984
	Recovery	20%	60%		10%
In-situ metal content		t	t		oz
	content	237,336	210,684		27,019,840
	grad e	3.1%	2.7%		108
	t's	7,773,210	7,773,210	7,773,210	7,773,210	7,773,210
		%	%	%	g/t	g/t
		Pb	Zn	Cu	Ag	Au

Total Operating Cost	$ 45.00	-$109,877,633	-$29,905,360	$50,066,912	$130,039,185	$289,983,730
	$ 40.00	-$71,011,583	$8,960,690	$88,932,962	$168,905,235	$328,849,780
	$ 35.00	-$32,145,533	$47,826,740	$127,799,012	$207,771,285	$367,715,830
	$ 30.00	$6,720,517	$86,692,790	$166,665,062	$246,637,335	$406,581,880
	$ 25.00	$45,586,567	$125,558,840	$205,531,112	$285,503,385	$445,447,930
Silver		$ 11.15	$ 14.86	$ 18.58	$ 22.30	$ 29.73
Zinc		$ 1,246.59	$ 1,662.12	$ 2,077.65	$ 2,493.18	$ 3,324.24
Lead		$ 1,100.00	$ 1,466.67	$ 1,833.33	$ 2,200.00	$ 2,933.33
Price		-25%	Curr ent	25%	50%	100 %

	Au g/t	1.3	1.5	1.3		2.8	2.2	2.5	1.9				0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.66 0.66 0.66 Indicated 641,000 423,060 279,220 Inferred 107,000 70,620 46,609 30,762 Sub total 748,000 70,620 469,669 309,982 Fossey Zone Indicated 410,000 270,600 178,596 Inferred 420,000 277,200 182,952 120,748 Sub total 830,000 277,200 453,552 299,344 Total 1,578,000 347,820 923,221 609,326 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM
	Ag g/t	83	107	86		140	99	120	104
pliant	Cu %	0.4	0.2	0.4		0.4	0.3	0.3	0.3		Mining recovery		0.66	279,220	30,762	309,982		178,596	120,748	299,344	609,326
Summary of Bass Metals reported mineral resources JORC com	Pb %	4.0	4.9	4.1		4.7	4.5	4.6	4.4		Indicated to reserve	Conversion factors	0.66	423,060	46,609	469,669		270,600	182,952	453,552	923,221
	Zn %	6.8	8.1	7.0		9.7	8.5	9.1	8.1	09	inferred to indicated		0.66		70,620	70,620			277,200	277,200	347,820
	tonnes	641,000	107,000	748,000		410,000	420,000	830,000	1,578,000	Bass Metals 30 Sep 20	tonnes			641,000	107,000	748,000		410,000	420,000	830,000	1,578,000
		Indicated	Inferred	Sub total		Indicated	Inferred	Sub total	Total	1. Results as published by 2. Numbers rounded 3. JORC Compliant				Indicated	Inferred	Sub total		Indicated	Inferred	Sub total	Total
	Hellyer Mine Project				Fossey Zone					Note;	Hellyer Mine Project						Fossey Zone

	Au g/t	1.3	1.5	1.3		2.8	2.2	2.5	1.9				0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM	0.75 0.8 0.9 Indicated 641,000 512,800 461,520 Inferred 107,000 80,250 64,200 57,780 Sub total 748,000 80,250 577,000 519,300 Fossey Zone Indicated 410,000 328,000 295,200 Inferred 420,000 315,000 252,000 226,800 Sub total 830,000 315,000 580,000 522,000 Total 1,578,000 395,250 1,157,000 1,041,300 Analysis undertake by Como consulting geologist Peter Schwann FAusIMM and Tim Gooch AusIMM
	Ag g/t	83	107	86		140	99	120	104
pliant	Cu %	0.4	0.2	0.4		0.4	0.3	0.3	0.3		Mining recovery		0.9	461,520	57,780	519,300		295,200	226,800	522,000	1,041,300
Summary of Bass Metals reported mineral resources JORC com	Pb %	4.0	4.9	4.1		4.7	4.5	4.6	4.4		Indicated to reserve	Conversion factors	0.8	512,800	64,200	577,000		328,000	252,000	580,000	1,157,000
	Zn %	6.8	8.1	7.0		9.7	8.5	9.1	8.1	09	inferred to indicated		0.75		80,250	80,250			315,000	315,000	395,250
	tonnes	641,000	107,000	748,000		410,000	420,000	830,000	1,578,000	y Bass Metals 30 Sep 20	tonnes			641,000	107,000	748,000		410,000	420,000	830,000	1,578,000
		Indicated	Inferred	Sub total		Indicated	Inferred	Sub total	Total	1. Results as published b 2. Numbers rounded 3. JORC Compliant				Indicated	Inferred	Sub total		Indicated	Inferred	Sub total	Total
	Hellyer Mine Project				Fossey Zone					Note.	Hellyer Mine Project						Fossey Zone

Aus$	$ 1,662.12	$ 1,466.67	$ 4,727.27	$ 14.86	$ 1,166.67
Exchange	0.66	0.66	0.66	0.66	0.66
US $	$ 1,097.00	$ 968.00	$ 3,120.00	$ 9.81	$ 770.00
	$/t	$/t	$/t	$/oz	$/oz
	Zinc	Lead	Copper	Silver	Gold

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ACN 109 933 995

PROXY FORM

I/We (print name) ……………………………………………………………………….………..…………………….. of

..………………………………………………………………………………………….……..……………………….…. a member/members of Bass Metals Ltd (ACN 109 933 995) hereby appoint

…………………………………………………………………………………………….………………………………... of

…………………………………………………………………………………….…………………………………….…..

or failing him/her …………………………………………………………………….……..……………………………..

of …………………………………………………………………………………………………………………………… or failing him/her, the Chairman of the meeting, as my/our proxy at the General Meeting of the Company to be held commencing at 2.00pm on Thursday, 19 February 2009, and at any adjournment thereof and to vote for me/us on my/our behalf in respect of all/the following*

………………………………………………………………………………………………………. of my/our Shares in the manner as set out below.

In relation to any undirected proxies the Chairman intends to vote in favour of the Resolution.

If you do not wish to instruct your proxy how to vote, please place a cross in the box.

==> picture [31 x 32] intentionally omitted <==

By marking this box you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the Resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. If you do not mark this box and you have not directed your proxy how to vote, the Chairman will not cast your votes on the Resolution and your votes will not be counted in calculating the required majority if a poll is called on the Resolution.

For Against Abstain

Resolution 1 Proposed Acquisition of Mining Assets from Intec � � �

Dated this …… day of ……………………… 2009.

PLEASE SIGN HERE

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Individual/Sole Director and Director Director/ Sole Company Secretary Company Secretary

PROXY FORM

==> picture [136 x 51] intentionally omitted <==

INSTRUCTIONS FOR COMPLETING THE PROXY FORM

To vote by proxy, please complete and sign the Proxy Form enclosed with this Notice of General Meeting as soon as possible and either:
send the Proxy Form by facsimile to the Company on +61 8 9481 2846;
post the Proxy Form to the Company at PO Box 1330, West Perth WA 6872; or
deliver the Proxy Form to the registered office of the Company at 16 Thelma Street, West Perth WA 6005.
1. Proxy Forms must be received by the Company not later than 48 hours before the time specified for the commencement of the General Meeting.
A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the member’s voting rights.
*If two proxies are appointed you may delete “all” and insert the relevant number or proportion of Shares in respect of which each such appointment is made. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
Should you desire to direct your proxy how to vote, place a cross in the appropriate box for each item, otherwise your proxy may vote as your proxy thinks fit or abstain from voting.
A duly appointed proxy need not be a member of the Company. In the case of joint holders, all must sign.
Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provision of section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary – that director.
Completion of a Proxy Form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid Proxy Form and attends the meeting in person, the proxy’s authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.
Where a Proxy Form or form of corporate representative is lodged and is executed under power of attorney, the power of attorney must be lodged with this proxy.

PROXY FORM

AI assistant

GREENWING RESOURCES LTD — Proxy Solicitation & Information Statement 2009

65029_rns_2009-01-11_1cadde88-bba4-4591-bb41-7b2876710664.pdf

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT TO SHAREHOLDERS

IMPORTANT INFORMATION

THIS PAGE IS BLANK INTENTIONALLY

ACN 109 933 995

NOTICE OF GENERAL MEETING

BUSINESS

RESOLUTION 1: PROPOSED ACQUISITION OF MINING ASSETS FROM INTEC

VOTING EXCLUSIONS

EXPLANATORY STATEMENT

PROXIES

DATE FOR DETERMINING HOLDERS OF SHARES

ACN 109 933 995

EXPLANATORY STATEMENT TO SHAREHOLDERS

1. RESOLUTION 1: PROPOSED ACQUISITION OF MINING ASSETS FROM INTEC

The Mining Assets

Consideration

Rationale for the Proposed Acquisition

• Unique Flexibility

High Replacement Cost

Conditions and Timing

Listing Rule 10.1

2. CONCLUSION AND RECOMMENDATION

3. ROLE OF ASX

4. DEFINITIONS

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8.2.1 Likely advantages associated with the Proposed Transaction

8.2.1.1 Savings in operating costs

8.2.1.2 Full control of the production process

8.2.1.3 Higher yield

8.2.1.4 Opportunities to earn extra income

8.2.1.5 Flexibility to fully explore the Hellyer mining tenements

8.2.1.6 More economical than constructing its own plant

8.2.1.7 Possibility in expediting BSM’s exploration and development projects

8.2.2 Likely disadvantages associated with the Proposed Transaction

8.2.2.1 Care and maintenance costs

8.2.2.2 Substantial capital outlay

GREENWING RESOURCES LTD Proxy Solicitation & Information Statement 2009

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