GENESIS MINERALS LIMITED — Capital/Financing Update 2021

Sep 21, 2021

Proposed issue of securities

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Announcement Summary

Entity name

GENESIS MINERALS LIMITED

Announcement Type

New announcement

Date of this announcement

22/9/2021

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
GMDAZ	OPTION EXPIRING VARIOUS DATES EX VARIOUS	39,883,408
	PRICES
GMD	ORDINARY FULLY PAID	79,766,817

Ex date

25/11/2021

+Record date

26/11/2021

Offer closing date

10/12/2021

Issue date

17/12/2021

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
GMDAZ	OPTION EXPIRING VARIOUS DATES EX VARIOUS	408,333,333
	PRICES
GMD	ORDINARY FULLY PAID	266,666,667

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Proposed +issue date

25/11/2021

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GENESIS MINERALS LIMITED

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

Registration Number

ABN 72124772041

1.3 ASX issuer code

GMD

1.4 The announcement is

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New announcement

1.5 Date of this announcement

22/9/2021

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

GMD : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? Yes No

Details of +securities proposed to be issued

ASX +security code and description

GMD : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held 1 30

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 79,766,817 whole number

Offer price details for retail security holders

In what currency will the offer be What is the offer price per +security made? for the retail offer? AUD - Australian Dollar AUD 0.06000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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No

Will a scale back be applied if the offer is over-subscribed?

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No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

GMDAZ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

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ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio of attaching securities at which the new +securities will be issued)

The quantity of attaching +securities to be issued	For a given quantity of the new +securities issued
1	2
What will be done with fractional entitlements?	Maximum number of +securities proposed to be issued
Fractions rounded up to the next whole number	(subject to rounding)
	39,883,408
Offer price details for retail security holders
In what currency will the offer be made?	What is the offer price per +security for the retail offer?
	AUD 0.00000
AUD - Australian Dollar

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)? No

Will a scale back be applied if the offer is over-subscribed? No

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Part 3C - Timetable

3C.1 +Record date

26/11/2021

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3C.2 Ex date 25/11/2021

3C.4 Record date 26/11/2021 3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue 29/11/2021 3C.6 Offer closing date 10/12/2021 3C.7 Last day to extend the offer closing date 7/12/2021

3C.9 Trading in new +securities commences on a deferred settlement basis 13/12/2021 3C.11 +Issue date and last day for entity to announce results of +pro rata issue 17/12/2021 3C.12 Date trading starts on a normal T+2 basis 20/12/2021 3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis 22/12/2021

Part 3E - Fees and expenses 3E.1 Will there be a lead manager or broker to the proposed offer? Yes 3E.1a Who is the lead manager/broker? Argonaut Securities Pty Limited and Canaccord Genuity (Australia) Limited as joint financial advisors 3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? 7,500,000 fully paid ordinary shares in Genesis Minerals Limited are to be issued to the joint financial advisors pursuant to a mandate for the proposed Non-Renounceable Rights Issue and Placement 3E.2 Is the proposed offer to be underwritten? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

Legal and documentation fees

Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

Funds to be used for 1.) Exploration activities (resource drilling and regional exploration) on the Company's exploration projects 2.) Continued feasibility study activities on the Ulysses Gold Project 3.) General working capital requirements

3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue?

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No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No

3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue

Unless otherwise advised, all countries other than Australia and New Zealand

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://genesisminerals.com.au/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? Yes

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval 19/11/2021 Estimated

Comments

Part 7B - Issue details

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this +security include an offer of attaching +securities? Yes

Details of +securities proposed to be issued

ASX +security code and description

GMD : ORDINARY FULLY PAID

Number of +securities proposed to be issued

266,666,667

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? Yes

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In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.06000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Attaching +Security

Is the proposed attaching security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional +securities in a class that is already quoted or recorded by ASX)? Existing class

Attaching +Security - Existing class (additional +securities in a class that is already quoted or recorded by ASX)

Details of attaching +securities proposed to be issued

ASX +security code and description

GMDAZ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of +securities proposed to be issued

133,333,333 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Issue of free-attaching unlisted options, 1 for 2 shares subscribed Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities 16,000,000.000000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of

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not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

GMDAZ : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES

Number of +securities proposed to be issued

275,000,000

Offer price details

Are the +securities proposed to be issued being issued for a cash consideration? No

Please describe the consideration being provided for the +securities

Unlisted options issued pursuant to the terms and conditions of a consulting agreement and director appointments

Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

25/11/2021

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 19/11/2021

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7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No 7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Argonaut Securities Pty Limited and Canaccord Genuity (Australia) Limited as joint financial advisors

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

7,500,000 fully paid ordinary shares in Genesis Minerals Limited are to be issued to the joint financial advisors pursuant to a mandate for the proposed Non-Renounceable Rights Issue and Placement

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue

Legal and documentation fees

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds to be used for 1.) Exploration activities (resource drilling and regional exploration) on the Company's exploration projects 2.) Continued feasibility study activities on the Ulysses Gold Project 3.) General working capital requirements

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a +disclosure document or +PDS for the +securities proposed to be issued

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