GENESIS MINERALS LIMITED — Capital/Financing Update 2012

May 17, 2012

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Unit 6, 1 Clive St West Perth WA 6005

18 May 2012

ASX Announcement

PO BOX 437 West Perth WA 6872

Tel: +618 9322 6178 www.genesisminerals.com.au ABN: 72 124 772 041

9.25m Unlisted Options Lapse

Genesis Minerals Limited (ASX: GMD; “Genesis”) wishes to advise that 9.25 million unlisted options with an exercise price of 20 cents, lapsed on 15 May 2012.

The issued capital of the company is currently:

Class	Number	Conditions
OrdinaryShares	121,783,379
Unquoted Options	500,000	$0.20 and expiring28 Feb 2013
Unquoted Options	75,000	$0.20 and expiring23 Aug2013
Unquoted Options	75,000	$0.15 and expiring23 Aug2013
Unquoted Options	600,000	$0.10 and expiring30 Sept 2012
Unquoted Options	2,400,000	$0.31 and expiring30 Nov 2013
Unquoted Options	9,500,000	$0.22 and expiring31 Dec 2014
Unquoted Options	13,510,596	$0.12 and expiring1 Mar 2013
Unquoted Options	13,510,596	$0.15 and expiring1 Mar 2014
Unquoted Options	13,510,596	$0.20 and expiring1 Mar 2015

An Appendix 3B is attached.

Yours sincerely

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Graeme Smith SECRETARY

1

Genesis Minerals Limited ABN: 72 124 772 041

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

GENESIS MINERALS LIMITED

ABN 72 124 772 041

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• 1 +Class of +securities issued or to be issued

• 2 Number of[+] securities issued or to be issued (if known) or maximum number which may be issued

• 3 Principal terms of the[+] securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005Appendix 3B Page 1

Appendix 3B New issue announcement

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

• 7 Dates of entering[+] securities into uncertificated holdings or despatch of certificates Number +Class

• 8 Number and +class of all +securities quoted on ASX 121,783,379 Ordinary Shares ( including the securities in clause 2 if applicable)

Appendix 3B New issue announcement

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Number +Class
9 Number+securities andnot quoted+class onof ASXall 500,000 20 cent Options Expiring
( including the securities in 28 February 2013
clause 2 if applicable)
9,250,000 Options lapsed 15 May
2012
75,000 15 cent Options Expiring
23 August 2013
75,000 20 cent Options Expiring
23 August 2013
600,000 10 cent Options Expiring
30 September 2012
2,400,000 31 cent Options Expiring
30 November 2013
9,500,000 22 cent Options expiring
31 Dec 2014
13,510,596 12 cent Options Expiring
1 March 2013
13,510,596 15 cent Options Expiring
1 March 2014
13,510,596 20 cent Options Expiring
1 March 2015
10 Dividend policy (in the case of a n/a
trust, distribution policy) on the
increased capital (interests)
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Part 2 - Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1 (b) All other securities

• Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of[+] securities for which quotation is sought 40 Do the +securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the +securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

  • Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that noone has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: Date: 18 May 2012 ( Secretary) Print name: Graeme Smith

• • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003