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GENESIS MINERALS LIMITED M&A Activity 2022

Aug 25, 2022

64997_rns_2022-08-25_699b6e40-9cd8-41b9-a282-3b78d01442c1.pdf

M&A Activity

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26 August 2022

PO BOX 937 West Perth WA 6872

Tel: +618 9322 6178 www.genesisminerals.com.au

Dear Dacian Shareholder

GENESIS EXTENDS ITS OFFER PERIOD

Genesis Minerals Limited (ACN 124 772 041) ( Genesis ) has extended the offer period under its offmarket takeover bid for all the fully paid ordinary shares in Dacian Gold Limited (ACN 154 262 978) ( Dacian ).

The offer is now scheduled to close at 5:00pm Perth time on Monday, 19 September 2022 (unless withdrawn or further extended).

A formal notice of variation (as required by the Corporations Act 2001 (Cth)) is set out on the reverse of this letter.

Update on the Offer

As of 24 August 2022, Genesis has voting power in Dacian of 27.18%, with shares representing a further 6.47% subject to instructions under the Institutional Acceptance Facility. The offer is subject to a 50.1% minimum acceptance condition.

Dacian Directors continue to unanimously recommend that Dacian shareholders ACCEPT Genesis’ Offer, in the absence of a superior proposal, for the reasons outlined in Dacian’s Target Statement (refer Dacian ASX announcement 29 July 2022).

As of 24 August 2022, no superior proposal for Dacian has emerged.

How to accept

All Dacian shareholders should have received an Acceptance Form with Genesis’ Bidder’s Statement, including instructions on how to accept.

If you have any queries in relation to the Offer, or wish to request a new Acceptance Form, please contact the Offer Information Line on the following phone numbers:

Within Australia (toll-free): 1300 397 908 Outside Australia: +61 3 9415 4153

Yours faithfully,

Geoff James Company Secretary

This announcement is approved for release by Raleigh Finlayson, Managing Director, Genesis.

ABN: 72 124 772 041 47 Outram Street West Perth WA 6005

A copy of this notice was lodged with ASIC on 26 August 2022. ASIC takes no responsibility for the contents of this notice.

Notice of variation of Offer – extension of offer period


To: Australian Securities & Investments Commission

ASX Limited

Dacian Gold Limited ABN 61 154 262 978 (Dacian)

Each Dacian shareholder and other person referred to in sections 650D(1)(c) and 650D(2) of the Corporations Act 2001 (Cth) (as modified by ASIC Class Order [13/521])

Genesis Minerals Limited ABN 72 124 772 041 ( Genesis ) gives notice for the purposes of section 650D of the Corporations Act 2001 (Cth) ( Corporations Act ) that its takeover offer ( Offer ) for all of the fully paid ordinary shares in Dacian contained in its bidder’s statement dated 29 July 2022 ( Bidder’s Statement ) is varied by extending the period during which the Offer will remain open so that the Offer will now close at 5:00pm Perth time on Monday, 19 September 2022 (unless further extended or withdrawn).

Capitalised terms in this notice have the same meaning given in the Bidder’s Statement, unless the context requires otherwise.

Genesis gives notice that it has extended its Offer to now close at 5.00pm Perth time on Monday, 19 September 2022.

In accordance with section 650C of the Corporations Act, Genesis varies the Offer by:

  • (a) extending the Offer Period so that the Offer will remain open for acceptance until 5:00pm Perth time on Monday, 19 September 2022 (unless further extended or withdrawn); and

  • (b) replacing “5 September 2022” with “19 September 2022” in each place the closing date of the Offer is referred to in the Bidder’s Statement (including the acceptance forms).

Date: 26 August 2022

Signed for and on behalf of Genesis Minerals Limited pursuant to a resolution of the directors.

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Raleigh Finlayson Managing Director Genesis Minerals Limited

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Michael Bowen Non-executive Director Genesis Minerals Limited

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New date for giving notice on status of Conditions – section 630(2) Notice


To: ASX Limited

Dacian Gold Limited ABN 61 154 262 978 (Dacian)

Genesis Minerals Limited ABN 72 124 772 041 ( Genesis ) has made offers under an off-market takeover bid for all of the fully paid ordinary shares in Dacian contained in its bidder’s statement dated 29 July 2022 ( Bidder’s Statement ) ( Offer ). Capitalised terms in this notice have the same meaning given in the Bidder’s Statement, unless the context requires otherwise.

On 26 August 2022, Genesis provided notice under section 650D of the Corporations Act 2001 (Cth) ( Corporations Act ) that it has extended the Offer, such that it will close at 5:00pm Perth time on Monday, 19 September 2022.

In accordance with section 630(2) of the Corporations Act, Genesis gives notice that as a result of the extension of the Offer, the new date for giving notice on the status of Conditions to the Offer set out in section 11.9 of the Bidder’s Statement is Friday, 9 September 2022.

As at the date of this notice, none of the Conditions have been freed or, so far as Genesis knows, fulfilled. Accordingly, the Offer remains subject to the Conditions.

Date: 26 August 2022

Signed for and on behalf of Genesis Minerals Limited pursuant to a resolution of the directors.

Raleigh Finlayson Managing Director Genesis Minerals Limited

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