GREENWING RESOURCES LTD — Interim / Quarterly Report 2012

Jul 18, 2012

==> picture [164 x 85] intentionally omitted <==

----- Start of picture text -----

ABN 31 109 933 995
----- End of picture text -----

==> picture [12 x 85] intentionally omitted <==

==> picture [55 x 43] intentionally omitted <==

==> picture [55 x 43] intentionally omitted <==

19 July 2012

The Mana g er Companies Company A nnounce m ents Australian Securities E xchange 20 Bridge S treet Sydney N S W 2000

Dear Sir

JUNE 2012 QUARTERLY REPORT OF ACTIVITIES & CASHFLOW

Please fin d attached the June 2 0 12 quarte r ly report f o r Bass Me t als Ltd (A S X: BSM). This repor t marks the cessation o f all minin g and proc e ssing activities at the Company’ s Hellyer pr o ject in N W Tasmania. This cha n ge in strat e gy was in r esponse t o declining AUD metal prices coi n cident wit h a series o f technical p roblems w hich reduc e d the free cash available to the Company to repay it s secured c r editors. T h e work-out plan and a sset realis a tion strate g y implemented over t h e past tw o quarters appears to h ave put the Compan y on track t o emerge in the Sep t ember (2012) quarte r debt free a nd as a re l atively cas h ed-up ex p loration co m pany retaining its pri m e exploration groun d and seeki n g new proj e ct and corporate opp o rtunities.

The prod u ction resu l ts present e d in the o perations segment, d emonstrat e s a strong technica l performan c e of the w ork-out pl a n, with p r oduction of zinc, lea d and cop p er-silver c o ncentrate s exceeding forecasts. Bass’ key focus has b een to en s ure that it meets its c r editor obli g ations an d as at the e nd of Jun e its residu a l debt posi t ion has re d uced from $24 millio n to approximately $1 0 million as p lanned. A s at 30 Ju n e 2012, th e Company had cash o f $3.67 mi l lion, and $ 6 .48 millio n in trade re c eivables and an ‘in-the-money’ h edge posit i on; or $10.15 million i n liquid ass e ts.

The impor t ant asset r ealisation p rocess cul m inated in an announ c ement to A SX on 6 July that th e Company had agree d to sell its w holly-own e d subsidiary, Hellyer Mill Operat i ons Pty Lt d (HMO), t o LionGold C orp Ltd, a Singapor e listed gol d investm e nt and de v elopment c ompany ( S GX: A78) . The consi d eration for the bindi n g Share S ale Agree m ent is $13.5 million cash, pay a ble in tw o equal inst a lments; th e first on s e ttlement, e xpected o n or about the 21 Aug u st and the second 3 0 days ther e after. Lion G old will al s o take a p l acement i n Bass com p rising 58 m illion shar e s at 1 cen t to raise $ 5 80,000 an d giving it a 16.5% sta k e.

HMO owns the Hell y er Tails G o ld Resour c e, proces s ing plant, Hellyer Mi n e Licence and has a Sublicenc e agreeme n t with Bas s over the M t Charter G old Resource (refer A nnexure A for Minera l Resource details). B ass will r etain expl o ration rig h ts over th e Hellyer M ine lease through a Sublease a greement, with a foc u s on base m etals. To the extent the Hellyer Plant rem a ins on site , Bass may utilise it su b ject to availability, th o ugh LionG o ld may re d eploy cert a in compon e nts.

Following on the fro m the positive product i on results of the wor k -out plan, and taking account o f mine clos u re costs, t h e HMO di v estment w ill leave B a ss Metals d ebt free a n d with a f o recast fre e cash posi t ion of app r oximately $ 6 million, along with an additio n al $2 milli o n held in a retentio n account in favour of L ionGold w h ich, less any unexpe c ted claims or costs, r e verts to B a ss after 1 2 months.

1 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

==> picture [54 x 40] intentionally omitted <==

==> picture [55 x 40] intentionally omitted <==

On compl e tion of thi s transacti o n Bass wi l l have suf f icient working capital to undertake planne d exploratio n program s in Tasm a nia, purs u e new pr o ject opportunities, s h are the H ellyer sit e maintenance costs a n d will hav e secured a resources - focused c o rnerstone i n vestor on its register . The deal i s subject t o Bass sh a reholder a pproval a n d approval from FIR B . Howev e r, it is no t subject to any further due dilige n ce by Lio n Gold. A m eeting of B ass share h olders to a pprove thi s transactio n , the Lion G old Plac e ment Agr e ement an d other res o lutions is scheduled for the 1 7 August, 2 0 12. I loo k forward t o providin g further u p dates as results and informatio n comes t o hand.

Yours fait h fully

==> picture [52 x 64] intentionally omitted <==

==> picture [55 x 64] intentionally omitted <==

==> picture [12 x 64] intentionally omitted <==

Mike Ros e nstreich Managing Director

Competent Persons Statement

Mineral Resources & Exploration Results The inform a tion within this report th a t relates to exploration results and M ineral Res o urce estim a tes is base d on information compile d by Mr Michael Rosens t reich who is an employee of the Co m pany. Mr R osenstreic h is a Memb e r of The Au s tralasian In s titute of Mi n ing and Me t allurgy. He has sufficie n t experienc e relevant t o the styles o f mineralis a tion and ty p es of depo s its under c o nsideration and to the a ctivities cu r rently bein g undertaken to qualify as a Compet e nt Person a s defined i n the 2004 e dition of th e “Australasian Code fo r Reporting o f Exploratio n Results, Mineral Reso u rces and Ore Reserves (the JORC Code)” and he consent s to the inclu s ion of this i n formation in the form and context in which it app e ars in this r eport.

Ore Reserves

The inform a tion in this report that relates to t h e Fossey O re Reserv e estimates is based o n informatio n compiled b y Mr Victor R ajasooriar w ho, at the t i me was an employee o f the Comp a ny and a M e mber of th e Australasia n Institute of Mining and Metallurgy. Mr Rajasooriar has sufficient experi e nce which is relevant t o the style o f mineralisa t ion and ty p e of depos i t under co n sideration a nd to the a ctivity whic h they hav e undertakin g to qualify a s a Compe t ent Person a s defined i n the 2004 E dition of th e “Australas i an Code fo r Reporting o f Mineral R e sources an d Reserves ( the JORC C ode)”. Mr R ajasooriar c onsents to t he inclusio n in this repo r t of the mat t ers based o n this inform a tion in the f orm and co n text in whic h it appears .

2 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

==> picture [54 x 40] intentionally omitted <==

==> picture [55 x 40] intentionally omitted <==

JUNE 2012 QUARTERLY ACTIVITIES REPORT

1. SUSTAINABILTY

1.1. SAFETY

There wer e no lost ti m e injuries (LTI) on t h e Compan y ’s mining, processin g and expl o ration site s during the quarter. T he Hellyer operations achieved 6 84 days L T I free to t h e end of J une, whic h represent s an outsta n ding achie v ement by t he entire w ork force.

1.2 ENVIRONMENT

There wer e no material environ m ental incid e nts during the quarte r on any B a ss Metals’ managed tenement s . The Co m pany has p repared a c are and m a intenance plan to en s ure the cu r rent high standards are mainta i ned as mi n ing and pr o cessing o p erations c e ase.

2. OPERATIONS

2.1 HELLYER MINE PROJECT

The operational perf o rmance u n der the re c ently impl e mented w o rk-out per f ormed well compare d to budget forecasts. The work- o ut plan o b jective wa s to accelerate cash f l ow to red u ce debt b y reducing m ine devel o pment and focus onl y on ore pr o duction from stopes. The final ore from th e Fossey mine was ex t racted on t he 4[th] of M ay 2012. The total t o nnage re c overed fro m the min e stopes an d hauled to the Hellye r run-of-mine (ROM) s t ockpile for processing exceeded the origina l forecasts d ue to impr o ved minin g recoverie s and lowe r dilution.

The installation of a c oncrete pl u g in the F o ssey decline was co m pleted on the 26[th] of June. Th e concrete p lug is an e ffective m e ans to reduce costs a nd risks associated w ith mana g ing groun d water flow from the F ossey min e workings when in c a re and maintenance m ode. Th e plug doe s not preclu d e re-ente r ing the mi n e in the f u ture if me t al prices a nd the ov e rall mine l i fe warrant . Back fillin g of the final stope voi d s is curren t ly underw a y with all w orks expe ct ed to be c o mpleted i n July. All s aleable un d erground plant and e quipment ( pumps, su b stations, f a ns and tr a nsformers ) were reco v ered from t he mine a n d are available for sale to the br o ader minin g industry.

Regrettably, the majority of staff and contractors have now been m ade redu n dant as all operation s have con c luded an d the site is placed on care a nd maintenance. The Comp a ny is ver y appreciati v e of their ongoing commitmen t to achieving the w o rk-out pla n objective s and thei r continued focus on s a fety.

2.1.1 Mine Production

A full sum m ary of mi n e production is provi d ed in Table 1. Mine d tonnes fo r the June quarter ar e higher tha n planned d ue to a ch a nge in the mine plan, better tha n expected mining rec o very whils t grades ar e somewh a t lower due to the a d ditional o r e recover e d, albeit a t lower m e tal grades . Resource s have bee n left at Fossey and F o ssey East f or potentia l future ext r action.

2 .1.2 Hellyer Concentrator Operations

There wa s one proc e ssing campaign duri n g the quarter (Camp a ign 9). T h e budget p lan was t o treat 101, 5 15 tonnes. Ore proc e ssing com m enced on 26[th] March 2012, and with the a d ditional or e sourced fr o m the min e , the cam p aign treat e d 136,797 tonnes and concluded on 11[th] Ju n e 2012. A summary o f the cam p aign performance is presented in Table 2.

3 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

==> picture [54 x 40] intentionally omitted <==

==> picture [55 x 40] intentionally omitted <==

Plant availability was excellent w ith few st o ppages, c o ntributing to good op e rating performance i n terms of t h roughput a nd metall u rgical rec o veries. Processing performanc e against t h e work-ou t plan was p ositive wit h metallurgi c al recover y for all co n centrates e xceeding b udget.

The cost o f milling w as budget e d at $30 p er tonne o f ore proc e ssed and i s currently below thi s budget es t imate. A f u ll reconcili a tion will b e complete d once ship loading is c ompleted i n August.

The Helly e r Plant ha s now bee n placed o n care and m aintenan c e and cle a n-up site w orks are i n progress a s part of th e rehabilita t ion progra m .

Table 1: J une 2012 q uarter Fos sey Mine P roduction Summary	Table 1: J une 2012 q uarter Fos sey Mine P roduction Summary	Table 1: J une 2012 q uarter Fos sey Mine P roduction Summary	Table 1: J une 2012 q uarter Fos sey Mine P roduction Summary	Table 1: J une 2012 q uarter Fos sey Mine P roduction Summary
Descriptio n	UoM	March Q Actua tr l	June Act Qtr ual	Ju B ne Qtr udget	V t ariance o Budget	FY2012 YTD
Mine Prod uction(T&G )
Undergrou nd Developm ent	m	177	-	-	0%	1,415
Mine OreP roduction	t	128,39 8	60,0 47	3 0,234	99%	382,709
Zinc	%	6.5%	11. 5%	1 2.9%	-11%	7.9%
Lead	%	3.6%	5.0 %	6 .0%	-16%	4.3%
Silver	g/t	96	9 2	101	-9%	98
Gold	g/t	1.9	1. 9	2.1	-11%	1.7
Copper	%	0.26%	0.4 0%	0 .60%	-33%	0.32%

2.1.3 Concentrate Sales & Marketing During th e June qua r ter the Company sol d 24,281 t o nnes of zi n c concent r ate, 10,36 7 tonnes o f lead conc e ntrate and 1,580 ton n es of silve r -copper-g o ld concent r ate. Ther e were no z inc or lea d concentra t e stocks r emaining a t site at the 30 June, and 180 tonnes of silver- c opper-gol d concentra t e remaine d on site.

Total invoicing for t h e quarter was $40. 6 5 million. Prepaym e nts for concentrates convert t o provisional once the concentra t es are shipped. This determines the tim i ng of the quotationa l period (Q P ), which is the month in which fi n al metal prices are fi x ed. For l e ad and zin c the QP i s one mont h after the month the product a r rives at it s destinatio n port and for silver- c opper-gol d concentra t e it is fou r months. The Com p any hedges a majori t y of its price exposu r e betwee n prepayme n t invoices a nd the Q P month.

2.2 QUE RIVER MINE

The Que R iver Mine s ite is on a care and m aintenanc e regime and the final s tages of r e habilitatio n were com p leted during the quart e r.

3. SPECIAL PROJECTS

3.1 GOLD RECOVERY STUDY

Bass Met a ls has not d one any f u rther work o n this project during the quarter.

4 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

==> picture [54 x 40] intentionally omitted <==

==> picture [55 x 40] intentionally omitted <==

Table 2:J une 2012q uarter pro cessing an d concent rate produ ction sum mary	Table 2:J une 2012q uarter pro cessing an d concent rate produ ction sum mary	Table 2:J une 2012q uarter pro cessing an d concent rate produ ction sum mary	Table 2:J une 2012q uarter pro cessing an d concent rate produ ction sum mary	Table 2:J une 2012q uarter pro cessing an d concent rate produ ction sum mary
Descriptio n	UoM	Campai Actu gn 9 al	Ca mpaign 9 Budget	Variance Budget to
PROCESS Ore Treate Concentra Zinc Lead Silver Gold Copper ING (T&G) d tor Feed Gr ades	t % % g/t g/t %	136,7 9.2% 4.5% 101 2.24 0.4% 97	101,515 9.2% 4.4% 81 2 0.4%	35% 0% 2% 25% 12% -5%
CONCENT Zinc conce zinc grade silver grad gold grade Lead conc lead grade silver grad gold grade Copper-Pr Copper Silver Gold Lead Zinc Recov Lead Reco Copper Re Silver Rec RATE PRO ntrate e entrate e ecious meta ery to Zinc very to Lead covery to Co overy overal DUCED (T& ls concentra Conc. Conc. pper Conc. l G) te	t % g/t g/t t % g/t g/t t % g/t g/t % % % % %	21,29 50% 81 1.6 8,09 56% 496 2.1 1,44 16% 2,86 10.3 9% 84% 73% 40% 71% 0 7 2 8	13,122 51% 90 1.1 4,550 57% 431 2.3 963 17% 2,371 9.0 11% 72% 58% 38% 66%	62% -2% -10% 42% 78% -2% 15% -8% 50% -8% 21% 14% -18% 17% 26% 6% 8% 29%
Gold Reco veryoverall	%	21%	17%

Note roundin_ _g errors may occur. All concentrat_ _e s are in dry m_ _e* tric tonnes.

4. EXPLORATION

Bass’ has retained a highly ex p erienced e xploration g eologist f r om its ori g inal explor a tion team , which due to financia l problems, was largel y made re d undant. His focus du r ing the qu a rter was t o provide in f ormation t o a variety o f intereste d parties d o ing due dil i gence on B ass’ assets as part o f a sale pr o cess, com p leting statutory repo r ts and preparing wor k program s for when exploratio n resumes.

5 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

==> picture [54 x 40] intentionally omitted <==

==> picture [55 x 40] intentionally omitted <==

5. CORPORATE

The main corporate focus of t h e Compa n y during the quarter was to c o ntinue to m anage it s creditor p o sition and t he overall work-out s t rategy to r e duce debt , realise as s ets and r e finance th e company.

5.1 FINANCIAL POSITION

5.1.1 Cash Cash on h a nd at the e nd of the q uarter was $3.67 milli o

A summa r y of cash flows for th e quarter a n d the 12 m onths en d ed 30 Jun e 2012 ap p ears in th e accompanying Appe n dix 5B doc u ment.

5.1.2 Debt

The Com p any’s main debt com p onents at t h e end of t h e June qu a rter comp r ised the R M BAH deb t facility of $ 5 million, l e ase obliga t ions of $0. 2 4 million a nd other creditors of $ 5.82 millio n .

5.1.3 Hedging

The Com p any utilise s a QP he d ging programme to l o ck in reve n ue once c oncentrate material i s shipped a n d provisio n ally invoic e d. As at the 30 Jun e 2012 this had a mar k ed-to-mar k et value o f $1.18 milli o n.

5.2 CAPITAL STRUCTURE

As at 30 June 2012, t he Compa n y had 29 4 ,450,145 f u lly paid or d inary shar e s, 90,137,678 quote d options a n d 97,260,000 unquot e d options o n issue. T here were no new s e curities is s ued durin g the quarte r .

6 | P a g e Lev e l 1, 91 Havelo c k Street, WES T PERTH WA 6005 PO Box 1330 WEST PER T H WA 6872 Tel e phone (08) 63 1 5 1300 Facsi m ile (08) 9481 2 846 ww w .bassmetals.c o m.au

ANNEXURE A

HELLYER TAILS & MT CHARTER MINERAL RESOURCE SUMMARIES

1. Hellyer Tailings Resource Estimate

The Hellyer Tailings Mineral Resource is summarised in Table 1, in accordance with the JORC Code.

Table 1: Hellyer Tails Combined Mineral Resource Estimate

JORC Classification	Tonnes	Gold	Silver	Zinc	Lead	Copper
	Mt	(g/t)	(g/t)	(%)	(%)	(%)
Measured Indicated Inferred	4.9 2.5 2.1	2.7 2.6 2.4	105 104 103	2.8 2.6 1.7	3.1 3.0 2.9	0.2 0.2 0.2
Total	9.5	2.6	104	2.5	3.0	0.2
Contained Metal (No met. recovery assumed)		Gold	Silver	Zinc	Lead	Copper
		Moz	Moz	kt	kt	kt
Measured Indicated Inferred		0.4 0.2 0.2	17 8 7	137 65 36	152 75 61	10 5 4
Total		0.8	32	238	288	19

Note: Small rounding errors may occur. Refer Competent Person statement and Technical Checklist below.

2. Mt Charter Gold-Silver Resource

At Mt Charter a large tonnage low grade gold-silver Mineral Resource has been delineated. The resource is reported above a 0.7 g/t cut-off within the mineralised envelope boundary and is classified as Indicated and Inferred in accordance with the JORC code (December 2004), as listed in Table 2 below.

Table 2: Summary of Classified Mt Charter Mineral Resource at a 0.7g/t Au cut-off

JORC Classification	Tonnes Mt	Gold (g/t)	Silver (g/t)	Zinc (%)	Gold koz	Silver koz
Indicated Inferred	1.9 4.2	1.2 1.2	36 35	0.7 0.4	75 165	2,200 4,800
Total	6.1	1.2	36	0.5	240	7,000

Note: Small rounding errors may occur. Refer Competent Person statement and Technical Checklist below.

3. Competent Persons Statement

Exploration Results and Mineral Resources

The information in this report that relates to Mineral Resource estimates is based on information compiled by Mr Michael Rosenstreich who is a fulltime employee of Bass Metals and a Member of the Australasian Institute of Mining and Metallurgy. Mr Rosenstreich has sufficient experience which is relevant to the style of mineralisation and type of deposit and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (the JORC Code)”. Mr Rosenstreich consents to the inclusion in the report of the matters based on this information in the form and context in which it appears.

4. Mineral Resource Estimate Checklists

Page | 7

- Table 3: Checklist of Assessment and Reporting Criteria Hellyer Tails Mineral Resource.

Geological Setting		Hellyer is a VMS style deposit occurring as polymetallic massive sulphide mineralisation within a mafic–felsic volcano-
		sedimentary sequence. The deposit was mined from 1985 to 2000 with production of 16.9 Mt @ 0.4% Cu, 7.2% Pb,
		13.8 % Zn, 167 g/t Ag and 2.5 g/t Au. The Hellyer Tails Mineral Resource estimate relates to the tailings from this
		production.
Estimation Source:		AMC estimated the Mineral Resource of the Hellyer tailings in 2005. In June 2009 AMC was requested by Bass Metals
		Ltd to restate the Hellyer Tailings Mineral Resource estimate allowing for depletion of tailing for reprocessing since
		2006.
Tenement and land status		Hellyer occurs within CML 103M/87 and is 100% owned by Hellyer Mill Operations, a wholly owned subsidiary of Bass
		MetalsLtd.
Drilling		Total hole drill samples were collected in June 1998 (61 holes) and July 2000 (53 holes) programmes. Vibracore drilling
		techniqueswere used.
Logging		No geological logging of the drill cuttings was undertaken. This is understandable given the type of material in the
		deposit.
Sampling		Samples were collected at 2 metre intervals in the 1998 programme and 6.5 metre intervals in the 2000 programme.
		Drillholeswere composited to one sample downholefor length weighting during grade estimation.
Assaying		Samples were analysed by AMMTEC Burnie Research Laboratory (BRL), Au was determined by fire assay and Cu, Pb,
		ZnandAgwere determined usingXRF.OnlyminorQA-QCwas completed/
Databaseintegrity		Routinevalidation was carried out byAMC.
Estimation and modelling		A block model of the tailings was developed using predeposition (of tailings) topography and tailings surfaces
techniques		determined in 1998, 2000 and 2009. Grades were estimated into the model using ordinary kriging. Grade in the Shale
		Pit andWestern Armareas (retreated tailings)were calculated bymetallurgicalbalance.
Cut-off parameters.		The Hellyer Tails Mineral Resource statement and classification refers to tonnes and grade above cut-offs of 1.65% Pb,
		2.04%Zn, 0.10% Cu,76.83 g/tAg and2.28 g/tAu.
Mining / Metal		No assumptions were made about mining or metallurgical factors
assumptions.
Bulk density		A bulk density of 1.93 tm~~-3~~was assigned to insitu tailings. Tailings that had been retreated were assigned a bulk density of 1.64tm-3.
Classification		A numeric code, RESCODE, was set in the model, with values of one, two or three, corresponding to Measured
		Resource, Indicated Resource and Inferred Resource respectively. The model has been classified in a global sense and
		the classification is only intended to be valid if the tailings are mined in their entirety. The model has been classified as
		Measured Resource in all areas where the drilling density was sufficient to allow an estimate of grade in the first pass.
		This equates to most of the tailings dam that was drilled in 2000. Kriging efficiency testing helped to confirm the
		classification in this area. The model has been classified as Indicated Resource at the peripheries of the drilling, as
		there was greater uncertainty in the continuity of grade. Four areas of the model have been classified as Inferred
		Resource, as there was uncertainty in grade continuity as well as uncertainty in the volume represented by the
		wireframes in these areas. The areas in question are the western edge of the model in the areas marked as 'shale
		borrow pits', the north eastern corner of the model where the tailings have inundated a shallow creek and tailings in the
		Western Armdamand ShalePit.
Table 4: Checklist of Assessment and Reporting Criteria - Mt Charter Mineral Resource estimate.
Criteria		Comments

Criteria	Comments
Geological Setting	The Mt Charter deposit is a variety of VHMS deposit. Mineralisation is massive to stockwork auriferous and
	argentiferous bariteveins.
Estimation Source:	The Mt Charter Mineral Resources estimation was undertaken by Snowden Mining Industry Consultants based on
	geological interpretations provided byBassMetalsLtd,in 2006.
Drilling	All Bass Metals Ltd holes have been diamond-drilled and NTW-sized core recovered (diameter of 56mm). Historic
	drilling was also diamond-drilled and of NQ core size (47.6mm diameter). An average of 92% core recovery was
	achieved. The Mt Charter resource has been drilled on 50m spaced sections oriented WNW/ESE. Drill-hole spacing is
	approximately 50malong these section lines.
Logging	All drill holes were geologically logged using the same nomenclature as pre- Bass Metals Ltd drilling (Aberfoyle log
	codes). Wet and dry digital photographs of all cores were systematically taken and RQD measurements were recorded
	at perdrill-run intervals (average of3.0m).
Sampling	Half-core samples were collected at 1.0m interval unless there were major lithological boundaries which warranted more
	detailed sampling.
Assaying	Half core samples were submitted to Ammtec-Burnie Research Laboratories located in Wivenhoe, Tasmania. Samples
	were routinely analysed for Au (fire assay); Ag, Pb, Zn, Cu, As, Fe (triple acid digest and AAS); Ba (pressed powder
	XRF). SG determination was conducted by the laboratory on the 1m composite samples. QA-QC involved standards
	(every 25 samples) and blanks (every 25 samples) and a selection of samples were analysed by Genalysis (Perth) for
	comparison.
Surveying	Alldrill-hole collar locationshave been measured by a contract surveyor.
Database integrity	The responsible project geologist reviewed and checked new results and plots standard and blank results to ensure
	these are within acceptable limits. This is required before the laboratory job is accepted. The drill-hole data is stored in
	anexcelspreadsheet.
Geological Interpretation	The Mt Charter mineralisation comprises a barite-rich vein package which has a NNE trending enveloping surface and
	sub-vertical/steep westerly dip. The mineralized veins have a NNW strike and are sub-vertical.
Estimation and modelling	Multiple elements were estimated using ordinary kriging. Ordinary kriging restricted to mineralisation and homogeneous
techniques	domain boundaries. The change of support process is based on multi-element conditional simulation. Variography of all
	elements studied and grade trendsmodelled.
Cut-offparameters.	Acut-offgrade of0.7g/tAuwas applied.
PreviousMineProduction	No previousmininghas takenplace ontheMt Charterdeposit.
Mining factors or	The tonnage and grade estimation is based on a ‘change of support’ geostatistical technique that is targeted at
assumptions.	modelling the deposit behaviour using anticipated open pit mining on five metre high benches and a mining selectivity of
	5mby10mby 5m.
Metallurgical factors	No assumptionshave been made aboutmetallurgicaltreatment.
Bulkdensity	Average bulkdensityvaluesforstratigraphic domains calculated and applied to estimated blocks.
Classification	Snowden and Bass Metals have completed classification by taking into account data integrity, grade continuity,
	geologicalconfidence and drill hole spacing.
Audits or reviews	No audits or reviewshave beencompleted.

Page | 8

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

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

	Name of entity BASS METALS LTD ABN Quarter ended (“current quarter”) 31 109 933 995 30 JUNE 2012 Consolidated statement of cash flows	Name of entity BASS METALS LTD ABN Quarter ended (“current quarter”) 31 109 933 995 30 JUNE 2012 Consolidated statement of cash flows	Name of entity BASS METALS LTD ABN Quarter ended (“current quarter”) 31 109 933 995 30 JUNE 2012 Consolidated statement of cash flows	Name of entity BASS METALS LTD ABN Quarter ended (“current quarter”) 31 109 933 995 30 JUNE 2012 Consolidated statement of cash flows
	BASS METALS LTD
	ABN 31 109 933 995 Consolidated statement of cash flows
			30 JUNE 2012
Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) closure & rehabilitation (c) production (d) OHS & environmental (e) site administration (f) corporate (includes certain site admin costs). 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other Net Operating Cash Flows		Current quarter $A’000		Year to date (12.months) $A’000
		41,882 (129) (1,796) (22,970) (277) (443) (606) - 111 (829) - -		93,402 (2,327) (6,644) (74,084) (1,125) (2,068) (3,090) - 224 (1,691) - -
		14,943		2,597
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other – Hedging Settlements Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)		- - (5) - - 1 - - (572)		- - (334) - - 28 - - (1,839)
		(576)		(2,145)
		14,367		452

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 1

Appendix 5B Mining exploration entity quarterly report

Appendix 5B Mining exploration entity quarterly report
1.13 Total operating and investing cash flows (brought forward)	14,367	452
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from convertible notes 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (fundraising transaction costs) Net financing cash flows	- - - (15,354) - -	4,518 4,223 12,000 (22,633) - (1,243)
	(15,354)	(3,135)
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(987) 4,659	(2,683) 6,355
	3,672	3,672

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

1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	69

• 1.25 Explanation necessary for an understanding of the transactions

Non-cash financing and investing activities

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

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

• See chapter 19 for defined terms.

Appendix 5B Page 2

17/12/2010

Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

	Amount available		Amount used
	$A’000		$A’000
		-	5,000

	Amount available $A’000	Amount available $A’000	Amount used $A’000
3.1 Loan facilities 3.2 Credit standby arrangements		-	5,000
Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Care & Maintenance 4.3 Production 4.4 Administration (includes financing costs & fees)			$A’000
			(229)
			(327)-
			-
			(656)
Total			(1,212)

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’000	Previous quarter $A’000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (provide details)	3,646 26	4,633
		26
Total: cash at end of quarter(item 1.22)	3,672	4,659

Changes in interests in mining tenements

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

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 3

Appendix 5B Mining exploration entity quarterly report

Issued and quoted securities at end of current quarter

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

	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	294,450,145	294,450,145
	-	-	-	-
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	-	-	-	-

• See chapter 19 for defined terms.

Appendix 5B Page 4

17/12/2010

Appendix 5B Mining exploration entity quarterly report

7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	975,000 425,000 400,000 400,000 200,000 300,000 300,000 300,000 950,000 3,000,000 910,000 200,000 200,000 200,000 100,000 100,000 100,000 5,900,000 200,000 200,000 200,000 66,700,000 15,000,000 90,137,678	- - - - - - - - - - - - - - - - - - - - - - - 90,137,678	Exercise price 42.5 cents 51.0 cents 25.0 cents 35.0 cents 50.0 cents 26.0 cents 28.5 cents 30.5 cents 30.0 cents 22.8 cents 22.0 cents 20.5 cents 29.0 cents 41.0 cents 43.5 cents 61.0 cents 88.0 cents 31.8 cents 26.0 cents 36.5 cents 52.5 cents 18.0 cents 18.0 cents 20.0 cents	Expiry date 16.10.12 31.12.12 01.09.12 01.09.13 01.09.13 31.12.12 31.12.12 31.12.12 31.12.12 22.09.13 15.07.13 11.10.14 11.10.14 11.10.14 31.01.15 31.01.15 31.01.15 27.05.14 27.08.15 27.08.15 27.08.15 31.10.14 23.02.15 30.09.14
	-	-	-	-
	-	-	-	-
	-	-	-	-
7.11 Debentures (totals only)
7.12 Unsecured notes(totals only)

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).

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

Sign here:

.

Date: 19 July 2012

(Director)

Print name: MICHAEL ROSENSTREICH

• See chapter 19 for defined terms.

17/12/2010 Appendix 5B Page 5

Appendix 5B Mining exploration entity quarterly report

Notes

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

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

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

• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

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

== == == == ==

• See chapter 19 for defined terms.

Appendix 5B Page 6

17/12/2010