GENESIS MINERALS LIMITED — AGM Information 2012

Oct 21, 2012

GENESIS MINERALS LIMITED

ACN 124 772 041

NOTICE OF ANNUAL GENERAL MEETING

EXPLANATORY MEMORANDUM AND PROXY FORM

Date of Meeting 27 November 2012

Time of Meeting 9:30am (WST)

Place of Meeting The Celtic Club 48 Ord Street West Perth WA

The 2012 Annual Report may be viewed on the Company’s website at

www.genesisminerals.com.au

GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

GENESIS MINERALS LIMITED ACN 124 772 041

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Genesis Minerals Limited ( Company ) will be held at the Celtic Club, 48 Ord Street, West Perth WA, on 27 November 2012 at 9:30am (WST) for the purpose of transacting the following business.

The Explanatory Memorandum to this Notice of Meeting provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and Proxy Form form part of this Notice of Meeting.

Shareholders are urged to vote by attending the Meeting in person or by returning a completed Proxy Form. Instructions on how to complete a Proxy Form are set out in the Explanatory Memorandum.

Terms and abbreviations used in this Notice and Explanatory Memorandum are defined in Schedule 1 of the Explanatory Memorandum.

ORDINARY BUSINESS

2012 Financial Statements

To receive the financial statements of the Company for the year ended 30 June 2012, consisting of the Annual Financial Report, the Directors’ Report and the Auditor's Report.

Resolution 1 – RE-ELECTION OF DAMIAN DELANEY AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That Damian Delaney, having been appointed since the previous AGM of the Company, retires as a Director of the Company in accordance with the Company’s Constitution and, being eligible, having offered himself for reelection, be re-elected as a Director of the Company. "

Short Explanation: Pursuant to the Company’s Constitution, any Director of the Company must retire at the first AGM following their appointment and being eligible may offer themself for re-election.

Resolution 2 – RE-ELECTION OF MICHAEL HAYNES AS A DIRECTOR

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

" That Michael Haynes, who retires by rotation in accordance with the Company’s Constitution and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company. "

Short Explanation: Pursuant to the Company’s Constitution, one-third of the Directors of the Company (other than the Managing Director) must retire at each AGM and, being eligible, may offer themselves for re-election.

Resolution 3 – NON BINDING RESOLUTION TO ADOPT REMUNERATION REPORT

To consider and, if thought fit, to pass, with or without amendment, the following advisory only resolution :

" That, for the purposes of section 250R (2) of the Corporations Act, and for all other purposes, approval is given for the Remuneration Report forming part of the Company’s 2012 Annual Report to be adopted. "

Short Explanation: Section 250R of the Corporations Act requires a listed company to put to Shareholders at each AGM a resolution adopting the report on the remuneration of the Company’s Directors, executives and senior managers included in the Company’s Annual Report. The above resolution is being proposed to comply with this requirement. The vote on this resolution is advisory and does not bind the Company’s Directors.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

Voting Exclusion

A vote on this Resolution must not be cast (in any capacity) by or on behalf of any of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the chair of the Meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

(ii) expressly authorises the chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Resolution 4 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution :

“That, for the purpose of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2, for the purpose and on the terms set out in the Explanatory Memorandum accompanying this Notice of Annual General Meeting.”

Short Explanation: Listing Rule 7.1A enables eligible entities to issue Equity Securities of up to 10% of its issued ordinary share capital through placements over a 12 month period following the entity’s annual general meeting (“Additional 10% Placement Facility”). The Additional 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1. Resolution 4 seeks Shareholder approval to enable the Company to issue Equity Securities under the Additional 10% Placement Facility throughout the 12 months after the Annual General Meeting. The effect of Resolution 4 will be to allow the Directors to issue Equity Securities under Listing Rule 7.1A during the period set out in the Explanatory Memorandum.

Voting Exclusion

The Company will disregard any votes cast on Resolution 4 by any person who may participate in the issue of Equity Securities under the Additional 10% Placement Facility and any person who might obtain a benefit (except a benefit solely in the capacity of a holder of ordinary securities) if Resolution 4 is passed, and any person associated with those persons. However, the Company will not disregard any votes cast on Resolution 4 by such person if:

(a) the person is acting as proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or

(b) the person is the Chairman of the Meeting acting 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.

A reasonable opportunity will be provided to Shareholders for discussion of the Remuneration Report at the Annual General Meeting.

A proxy form is attached.

To be valid, properly completed proxy forms must be received by the Company no later than 9:30am (WST) on 23 November 2012:

• by post at PO Box 437 West Perth 6872;

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

• by email: info@genesisminerals.com.au; or

• by hand at Unit 6, 1 Clive Street, West Perth, WA 6005

By order of the Board

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________ Damian Delaney Company Secretary Date: 19 October 2012

PROXIES

A Shareholder entitled to attend and vote at the above meeting may appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights.

A proxy may, but need not be, a Shareholder of the Company.

The instrument appointing the proxy must be in writing, executed by the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, either under seal or under hand of an officer duly authorised.

The instrument of proxy (and the power of attorney or other authority, if any, under which it is signed) must be lodged by person, post, courier or facsimile and reach the registered office of the Company at least 48 hours prior to the meeting. For the convenience of Shareholders a proxy form is enclosed.

ENTITLEMENT TO VOTE

For the purposes of regulation 7.11.37 of the Corporations Regulations 2001, the Company determines that members holding ordinary Shares at 9:30 am (WST) on 23 November 2012 will be entitled to attend and vote at the AGM.

CORPORATIONS

A corporation may elect to appoint a representative in accordance with the Corporations Act, in which case the Company will require written proof of the representative's appointment, which must be lodged with, or presented to the Company before the meeting.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the Shareholders of Genesis Minerals Limited ACN 124 772 041 ( Company ) in connection with the business to be conducted at the Annual General Meeting of the Company to be held at the Celtic Club, 48 Ord Street West Perth WA, on 27 November 2012 commencing at 9:30am (WST).

The Directors recommend that Shareholders read this Explanatory Memorandum in full before making any decision in relation to the Resolutions.

Terms used in this Explanatory Memorandum will, unless the context otherwise requires, have the same meaning given to them in the glossary as contained in this Explanatory Memorandum.

At the AGM, Shareholders will be asked to consider the following Resolutions:

• re-electing Messrs Damian Delaney and Michael Haynes as Directors, who retire in accordance with the Company’s Constitution;

• adopting the Remuneration Report; and

• approving an Additional 10% Placement Facility.

Financial and Other Reports

As required by section 317 of the Corporations Act, the financial statements for the year ended 30 June 2012 and the accompanying Directors’ Report, Directors’ Declaration and Auditor’s Report will be laid before the meeting.

Neither the Corporations Act, nor the Company’s Constitution requires a vote on the reports. However, the Shareholders will have an opportunity to:

• (a) ask questions about the reports at the AGM

• (b) ask questions about or make comment on the management of the Company; and

• (c) ask the auditor questions about the conduct of the audit and the preparation and content of the auditor’s report.

The chair of the Meeting will allow reasonable opportunity for the Shareholders as a whole at the Meeting to ask the auditor or the auditor’s representative questions relevant to:

• (a) the conduct of the audit;

• (b) the preparation and content of the auditor’s report;

• (c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and

• (d) the independence of the auditor in relation to the conduct of the audit.

In addition to taking questions at the Meeting, written questions to the Company’s auditor about:

• (e) the content of the auditor’s report to be considered at the Meeting; and

• (f) the conduct of the audit of the annual financial report to be considered at the Meeting,

may be submitted no later than 5 business days before the Meeting to the company secretary at the Company’s registered office.

Resolution 1 – Re-election of Damian Delaney as a Director

1.1 Introduction

Mr Damian Delaney was appointed as a Non-Executive Director on 21 March 2012.

The Company’s Constitution requires that any director must retire at the next AGM of the Company following their appointment and therefore Mr Damian Delaney retires and, being eligible, offers himself for re-election.

Resolution 1 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

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GENESIS MINERALS LIMITED

Notice of Annual General Meeting - 27 November 2012

1.2 Director’s Biography

Damian Delaney is a finance professional with over 20 years’ experience in accounting and company administration. Mr Delaney is a chartered accountant with many years’ experience working with international listed companies. He has been involved in numerous capital raisings for the junior resource sector and brings significant experience in capital markets for the SME sector.

Mr Delaney is a director of Swan Gold Mining Ltd, Redbank Copper Ltd and Stirling Resources Ltd and holds the Company Secretary position with Horseshoe Metals Ltd.

1.3 Directors’ Recommendation

All the Directors except Mr Delaney, who has an interest in the outcome of this Resolution, recommend that Shareholders vote in favour of Resolution 1.

Resolution 2 – Re-election of Michael Haynes as a Director

2.1 Introduction

Mr Haynes was appointed as a Non-Executive Director on 4 July 2007.

The Company’s Constitution requires that one third of the Company’s Directors must retire by rotation. Therefore Mr Haynes retires and, being eligible, offers himself for re-election.

Resolution 2 is an ordinary resolution, requiring it to be passed by a simple majority of votes cast by the Shareholders entitled to vote on it.

2.2 Director’s Biography

Details of Mr Haynes’ qualifications and experience are set out in the Company's 2012 Annual Report.

2.3 Directors’ Recommendation

All the Directors except Mr Haynes, who has an interest in the outcome of this Resolution, recommend that Shareholders vote in favour of Resolution 2.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

Resolution 3 – Remuneration Report

3.1 Introduction

As required by the Corporations Act, the Board is presenting the Remuneration Report to Shareholders for consideration and adoption by a non–binding vote. The Remuneration Report contains:

• information about the Board’s policy for determining the nature and amount of remuneration of the Directors and senior executives of the Company;

• a description of the relationship between the Company’s remuneration policy and the Company’s performance;

• a summary of performance conditions for each of the Directors and senior executives, including a summary of why they were chosen and how performance is measured against them; and

• remuneration details for each Director and for each of the Company’s specified executives.

The Remuneration Report, which is part of the 2012 Annual Report, has been sent to Shareholders who have made an election to receive the Annual Report. Copies of the 2012 Annual Report are available by contacting the Company’s share register or by downloading a copy from the Company’s web site, www.genesisminerals.com.au.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive AGM’s, Shareholders will be required to vote at the second of those AGM’s on a resolution that a further meeting is held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election.

3.2 Voting on the Remuneration Report

In accordance with section 250R(4) of the Corporations Act, a vote on the Remuneration Report Resolution must not be cast (in any capacity) by or on behalf of either the following persons:

• (a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

• (b) a Closely Related Party of such a member.

However, a person described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

• (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

• (b) the voter is the chair of the Meeting and the appointment of the chair as proxy:

• (i) does not specify the way the proxy is to vote on this Resolution; and

• (ii) expressly authorises the chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the Company.

Resolution 4 – Approval of Additional 10% Placement Facility

4.1 General

The Company seeks Shareholder approval to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval ( Additional 10% Placement Facility ).

The exact number of Equity Securities to be issued under the Additional 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to section 2.5(a) below). The issue price is yet to be determined, but will be no less than 75% of the price of the Equity Securities at the time of any issue.

Resolution 4 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders.

4.2 Directors’ recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 4. This will allow the Company to issue securities and raise funds whilst preserving the Company’s 15% annual limit permitted by Listing Rule 7.1.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

4.3 Listing Rule 7.1A

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period following shareholder approval by way of a special resolution. The Additional 10% Placement Facility is in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1.A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalization of $300 million or less. The Company is an eligible entity.

• (a) Maximum number of Equity Securities which may be issued

The number of Equity Securities which may be issued, or agreed to be issued, under the Additional 10% Placement Facility is prescribed in Listing Rule 7.1A.2 and is calculated as follows:

Number of Equity Securities = (A x D) - E

• “A” the number of fully paid shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;

• (B) plus the number of partly paid shares that become fully paid in the 12 months;

• (C) plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity’s 15% placement capacity without shareholder approval;

• (D) less the number of fully paid shares cancelled in the 12 months.

• “D”

• is 10%

• “E” is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.

The actual number of Equity Securities that may be issued under Listing Rule 7.1A is calculated at the date of issue of the Equity Securities in accordance with the above formula.

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity’s 15% placement capacity under Listing Rule 7.1

As the date of this Notice, the Company has 121,783,379 Shares on issue and, if Resolution 4 is passed, has a capacity to issue:

• (i) 18,267507 Equity Securities under Listing Rule 7.1; and

• (ii) 12,178,338 Equity Securities under Listing Rule 7.1A.

The Company also has 53,081,788 Options on issue, which, if exercised prior to any Shares being issued under the Additional 10% Placement Facility, may increase the number of Shares that may be issued under the Additional 10% Placement Facility.

(b) Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) The date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) If the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

4.4 Specific information by Listing Rule 7.3A

For the purposes of Listing Rule 7.3A, the following information is provided about the proposed issue:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company’s Equity Securities over the 15 Trading Days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within 5 Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued,

or such longer period as ASX may allow.

• (b) There is a risk of economic and voting dilution to existing Shareholders in approving the Additional 10% Placement Facility, including the risks that:

• (i) the market price for the Company’s Equity Securities may be significantly lower of the date of the issue of the Equity Securities than when Shareholders approval the Additional 10% Placement Facility; and

• (ii) the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date, or issued for non-cash consideration for the acquisition of a new asset.

Following is a table that sets out the potential dilution of existing Shareholders if Equity Securities are issued under the Additional 10% Placement Facility:

Variable “A” in Listing Rule 7.1A	Variable “A” in Listing Rule 7.1A		Dilution
		50% decrease in issue price $0.045	issue price $0.09	100% increase in issue price $0.18
Current variable “A” 121,783,379 Shares on issue	10% voting dilution	12,178,338 Shares	12,178,338 Shares	12,178,338 Shares
	Funds raised	$548,025	$1,096,050	$2,192,101
50% increase in Shares on issue to 182,675,068	10% voting dilution	18,267,507 Shares	18,267,507 Shares	18,267,507 Shares
	Funds raised	$822,038	$1,644,076	$3,288,151
100% increase in Shares on issue to 243,566,758	10% voting dilution	24,356,676 Shares	24,356,676 Shares	24,356,676 Shares
	Funds raised	$1,096,050	$2,192,101	$4,384,202

The table has been prepared on the following assumptions:

• (i) The Company issues, or agrees to issue, the maximum number of Equity Securities available under the Additional 10% Placement Facility.

• (ii) No Options (including any Options issued under the Additional 10% Placement Facility) are exercised into Shares before the date of the issue of the Equity Securities;

• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.

• (iv) The issue of Equity Securities under the Additional 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.

• (v) The issue price is $0.09 being the closing price of the Shares on ASX on 16 October 2012.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the Additional 10% Placement Facility, based on that Shareholder’s holding at the date of the Meeting.

The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

• (c) The latest date by which Equity Securities may be issued is 12 months after the Meeting. Approval for the issue of Equity Securities under the Additional 10% Placement Facility will cease to be valid in the event that Shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities or Listing Rule 11.2 (disposal of main undertaking).

• (d) The Equity Securities may be issued for the following purposes:

• (i) To raise funds, in which case the Company intends to use the funds raised towards continued exploration and feasibility study expenditure on the Company’s current assets, an acquisition of new assets or investments (including expense associated with such acquisition), and/or general working capital.

• (ii) In consideration of the acquisition of new resources assets and investments, in which case the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

• (e) The Company is yet to identify the persons to whom Equity Securities will be issued to under the Additional 10% Placement Facility. The Company’s policy for allocating Equity Securities issued under the Additional 10% Placement Facility will be determined on a case-by-case basis depending upon the purpose, and prevailing market conditions at the time, of any issue and having regard to factors including but not limited to the following:

• (i) The fundraising methods available to the Company, including but not limited to, rights issue or other issue which may minimise dilution to Shareholders.

• (ii) In the case of an asset or investment acquisition, the nature and circumstances of the acquisition.

• (iii) The effect of the issue of the Equity Securities on the control of the Company.

• (iv) The financial situation and solvency of the Company.

• (v) Advice from corporate, financial and broking advisers (if applicable).

The allottees may include vendors (in the case of any issue for non-cash consideration), existing substantial Shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

• (f) The Company has not previously obtained Shareholder approval under Listing Rule 7.1A.

• (g)

• A voting exclusion statement is included in the Notice.

At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities, and no existing Shareholder’s votes will be excluded under the voting exclusion in the Notice

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

GLOSSARY

In the Notice and Explanatory Memorandum, the following terms have the following meanings unless the context otherwise requires:

Additional	10%	Placement	has the meaning given in section 4.1.
Facility
AGM			means an Annual General Meeting.
ASX			means ASX Ltd ACN 124 772 041 and, where the context requires, the
			Australian Securities Exchange operated by ASX Ltd.
Board			means the board of Directors of the Company.
Closely Related Party			has the same meaning as defined in Section 9 of the Corporations Act.
Company			means Genesis Minerals Limited ACN 124 772 041.
Corporations Act			means the Corporations Act 2001 (Cth).
Director			means a director of the Company.
Equity Securities			has the meaning given in the Listing Rules.
Explanatory	Memorandum		means this information attached to the Notice, which provides information to
			Shareholders about the Resolutions contained in the Notice.
Key Management Personnel			has the same meaning as in the accounting standards and broadly includes
			those persons having authority and responsibility for planning, directing and
			controlling the activities of the Company, directly or indirectly, including any
			director (whether executive or otherwise) of the Company.
Listing Rules			means the listing rules of ASX.
Notice or Notice of Meeting			means the Notice of Annual General Meeting accompanying this Explanatory
			Memorandum.
Option			means an option to be issued a Share.
Remuneration Report			means the remuneration report in the Directors' Report section of the Company's
			Annual Report.
Resolution			means a resolution contained in the Notice.
Share			means a fully paid ordinary share in the capital of the Company.
Shareholder			means the holder of a share.
Trading Day			means a day determined by ASX to be a trading day in accordance with the
			Listing Rules.
VWAP			means volume weight average price.
WST			means Western Standard Time.

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GENESIS MINERALS LIMITED Notice of Annual General Meeting - 27 November 2012

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PROXY FORM

GENESIS MINERALS LIMITED ACN 124 772 041

The Company Secretary Genesis Minerals Limited PO Box 437 WEST PERTH WA 6872

Email: info@genesisminerals.com.au

Shareholder Details

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Name: ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
Address: …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………..
Contact Telephone No: …………………………………………………………………………………………………………………………………………………………………………………………………………………….
Contact Name (if different from above): ………………………………………………………………………………………………………………………………………………………………………………………….
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Appointment of Proxy

I/We being a shareholder/s Genesis Minerals Limited and entitled to attend and vote hereby appoint The Chairman Write here the name of the person you are of the meeting OR appointing if this person is someone other than the Chairman of the Meeting. (mark with an ‘X’)

or failing the person named, or if no person is named, the Chairman of the Meeting, as my/our proxy to attend and act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Genesis Minerals Limited to be held on 27 November 2012 and at any adjournment of the meeting.

IMPORTANT

�

If the Chairperson of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a Resolution, please place a mark in this box. By marking this box, you expressly authorise the Chairperson to exercise the proxy even though Resolution 3 is connected directly or indirectly with the remuneration of a member of the Key Management Personnel for the company, which may include the Chairperson. The Chairperson intends to vote any such undirected proxies in favour of all Resolutions.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairperson will not cast your votes on Resolution 3 and your votes will not be counted in calculating the required majority if a poll is called on Resolution 3.

Voting directions to your proxy – please mark to indicate your directions
Ordinary Business	For	Against			Abstain*
Resolution 1. Re- election of Damian Delaney
Resolution 2. Re- election of Michael Haynes
Resolution 3. Adoption of Remuneration Report (non-binding)
Resolution 4. Approval of Additional 10% Placement Capacity
*If you mark the Abstain box for a particular Resolution, you are directing your proxy not to vote on your behalf on a will not be counted in computing the required majority on a poll.		show of hands or on a poll and your votes
Aointment of a second rox (see instructions overleaf)					%

Appointment of a second proxy (see instructions overleaf).

If you wish to appoint a second proxy, state the % of your voting rights applicable to the proxy appointed by this form.

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PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented
Individual or Shareholder 1 Shareholder 2 Shareholder 3
Director Director/Company Secretary
Sole Director and
Sole Company Secretary
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INSTRUCTIONS FOR APPOINTMENT OF PROXY

1. A Shareholder entitled to attend and vote is entitled to appoint no more than two proxies to attend and vote at this Annual General Meeting as the Shareholder’s proxy. A proxy need not be a Shareholder of the Company.

2. Where more than one proxy is appointed, each proxy must be appointed to represent a specific proportion of the Shareholder’s voting rights. If such appointment is not made then each proxy may exercise half of the Shareholder’s voting rights. Fractions shall be disregarded.

3. The proxy form must be signed personally by the Shareholder or his attorney, duly authorised in writing. If a proxy is given by a corporation, the proxy must be executed in accordance with its constitution or its duly authorised attorney. In the case of joint Shareholders, this proxy must be signed by each of the joint Shareholders, personally or by a duly authorised attorney.

4. If a proxy is executed by an attorney of a Shareholder, then the original of the relevant power of attorney or a certified copy of the relevant power of attorney, if it has not already been noted by the Company, must accompany the proxy form.

5. To be effective, forms to appoint proxies must be received by the Company by 9:30am on 23 November 2012 by post, facsimile or email to the respective addresses stipulated in this proxy form.

6. In respect of the remuneration report resolution (Resolution 3), Shareholders are advised that their votes will not be counted if the Chairman is appointed to vote on their behalf with an undirected proxy form. As a result, if Shareholders wish to appoint the Chairman to vote on their behalf, they should ensure that they have specified the way that the Chairman must vote on that resolution.

7. If the proxy form specifies a way in which the proxy is to vote on any of the Resolutions stated above, then the following applies:

8. (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and

9. (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and

10. (c) if the proxy is the Chairman, the proxy must vote on a poll and must vote that way, and

11. (d) if the proxy is not the Chairman, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.

12. If a proxy is also a Shareholder, the proxy can cast any votes the proxy holds as a Shareholder in any way that the proxy sees fit.

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