GENESIS MINERALS LIMITED — Proxy Solicitation & Information Statement 2010

Apr 15, 2010

GENESIS MINERALS LIMITED ABN 72 124 772 041

NOTICE OF GENERAL MEETING EXPLANATORY MEMORANDUM

AND

PROXY FORM

Date of Meeting 17 May 2010

Time of Meeting

9:30 am

Place of Meeting 23 Altona Street WEST PERTH WA

GENESIS MINERALS LIMITED ABN 72 124 772 041

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of shareholders of Genesis Minerals Limited (" Company ") will be held at 23 Altona Street, West Perth WA on 17 May 2010 at 9:30 am for the purpose of transacting the following business.

ORDINARY BUSINESS

Resolution 1 – Ratification of Allotment and Issue of Shares

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 of the Listing Rules of ASX Limited and for all other purposes, the Company approves and ratifies the allotment and issue of 4,500,000 shares issued on terms and conditions set out in the Explanatory Memorandum accompanying this Notice to persons who are not related parties of the Company.”

Short Explanation: Approval is sought under Listing Rule 7.4 to allow the Company to ratify the issue and allotment of these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by a person who participated in the issue and any associates of those persons.

However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting 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.

Resolution 2 – Authority to Issue and Allot Options

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

“That, for the purpose of Listing Rule 7.1 of the Listing Rules of ASX Limited and for all other purposes, approval is given for the Company to be authorised to issue and allot up to 4,500,000 options on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice to persons who are not related parties of the Company.”

Short Explanation : Options are defined as equity securities under the Listing Rules of ASX Limited. Approval is sought under Listing Rule 7.1 to authorise the Company to issue these securities. Please refer to the Explanatory Memorandum for details.

Voting Exclusion Statement:

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who may obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the resolution is passed, and any associates of any such person.

However, the Company will not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting 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.

GENESIS MINERALS LIMITED Notice of General Meeting 17 May 2010

A Proxy Form is attached.

To be valid, properly completed proxy forms must be received by the Company by no later than 9:30 am (WST) on 15 May 2010:

• By post at:

• 23 Altona Street WEST PERTH WA 6005

• By facsimile on +61 8 9389 2199

By order of the Board

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____ Graeme Smith Director / Company Secretary Date: 15 April 2010

GENESIS MINERALS LIMITED Notice of General Meeting 17 May 2010

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders in Genesis Minerals Limited ACN 124 772 041 (" Company ") with sufficient information to assess the merits of Resolutions 1 and 2 contained in the accompanying Notice of General Meeting of the Company.

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

The following information should be noted in respect of the various matters contained in the accompanying Notice of Meeting:

Resolution 1 – Ratification of Allotment and Issue of Shares

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such a ratification is to restore a company’s maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Resolution 1 is required to be approved in accordance with ASX Listing Rule 7.4 to ratify previous issues of securities. The Company confirms that the issue and allotment of the securities the subject of Resolution 1 did not breach ASX Listing Rule 7.1.

Listing Rule 7.5 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 7.4 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) 4,500,000 shares were issued by the Company;

• (b) the issue price per share was 8 cents;

• (c) funds raised from this placement will be directed for working capital purposes;

• (d) the shares were allotted to parties introduced by Argonaut Securities Ltd;

• (e) the shares rank equally with the existing shares;

• (f) $360,000 (before costs) was raised by this placement; and

• (g) a voting exclusion statement is included in this Notice.

Resolution 2 – Authority to Issue and Allot Options

Resolution 2 proposes the issue and allotment of 4,500,000 options to acquire shares in the capital of the Company.

Listing Rule 7.3 contains certain requirements as to the contents of a notice sent to shareholders for the purposes of Listing Rule 7.1 and the following information is included in this Explanatory Memorandum for that purpose:

• (a) the maximum number of options to be issued pursuant to Resolution 2 is 4,500,000 options;

• (b) the exercise price of the options will be 10 cents per share;

• (c) the options will be issued for no consideration, and therefore no funds will be raised;

• (d) the options will be issued to parties introduced by Argonaut Securities Ltd as part of the terms and conditions of the placement of shares in the Company which is the subject of Resolution 1;

• (e) it is anticipated that the options will be issued no later than 3 months after the date of the Meeting, or such later date as approved by ASX by way of ASX granting a waiver from the Listing Rules;

• (f) the options will be issued in a single allotment;

• (g) the options will be issued on the terms and conditions as outlined in Annexure A; and

• (h) a voting exclusion statement is included in this Notice.

GENESIS MINERALS LIMITED Notice of General Meeting 17 May 2010

Capital Structure of the Company

The capital structure of the Company following successful completion of the issue and allotments of the Resolutions summarised below:

Details of Number of Shares and Options:

ls of Number of Shares and Options:
	Shares	Options
Current	30,417,510	9,900,000
25 February 2010 Placement – Resolution 1	4,500,000	-
Placement – Resolution 2		4,500,000
TOTAL	34,917,510	14,400,000

GENESIS MINERALS LIMITED Notice of General Meeting 17 May 2010

Annexure A

Terms and Conditions of 10 Cent Unlisted Options

• (a) Each Option entitles the holder to one ordinary fully paid share.

• (b) The Options may be exercised on or after the date of issue of the Options.

• (c)

• The Options shall expire at 5:00pm WST on 30 June 2011 (the Expiry Date).

• (d) Subject to Clause (b), the Options shall be exercisable at any time up to and including the Expiry Date by completing the Option Exercise Form and providing payment for the number of Shares in respect of which the Options are exercised to the registered office of the Company.

• (e)

• The exercise price of the Options is $0.10 per Option.

• (f) The Options are not transferable and application will not be made to the ASX for Official Quotation of the Options.

• (g) All ordinary fully paid shares issued upon exercise of Options will rank pari passu in any respects with the Company’s then issued ordinary fully paid shares. The Company will apply for Official Quotation by the ASX of all shares issued upon exercise of Options.

• (h) There are no participating rights and entitlements inherent in the Options and Option holders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options without exercising their Options. However, the Company will ensure that Option holders will be allowed 10 business days notice to convert their Options to Shares to participate in an entitlement issue on the same basis as ordinary shareholders.

• (i) In the event of any reconstruction (including consolidation, sub-division, reduction or return) of the issued capital of the Company prior to the Expiry Date, the number of Options or the exercise price of the Options or both shall be reconstructed in accordance with the Listing Rules.

• (j) Adjustment for bonus issues of Shares If the Company makes a bonus issue of Shares or other securities to existing Shareholders (other than an issue in lieu of, or in satisfaction of, dividends or by way of dividend reinvestment):

• (a) the number of Shares which must be issued on the exercise of an Option will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue; and

• (b) no change will be made to the exercise price.

• (k) Adjustment for rights issue

If the Company makes an issue of Shares pro rata to existing Shareholders (other than an issue in lieu of in satisfaction of dividends or by way of dividend reinvestment) the exercise price of an Option will be reduced according to the following formula:

- New exercise price = O - E [P (S+D)]

N+1

• O = the old Exercise Price of the Option.

• E = the number of underlying Shares into which one Option is exercisable.

• P = average market price per Share weighted by reference to volume of the underlying Shares during the 5 trading days ending on the day before the ex rights date or ex entitlements date.

• S = the subscription price of a Share under the pro rata issue.

• D = the dividend due but not yet paid on the existing underlying Shares (except those to be issued under the pro rata issue).

• N = the number of Shares with rights or entitlements that must be held to receive a right to one new share.

Lodgment Instructions

Cheques shall be in Australian currency made payable to the Company and crossed “Not Negotiable”. The application for Shares on exercise of the Options with the appropriate remittance should be lodged at the Company’s Registry.

GENESIS MINERALS LIMITED

ABN 72 124 772 041 PROXY FORM

The Company Secretary Genesis Minerals Limited C/- 23 Altona Street WEST PERTH WA 6005

Facsimile: +618 9389 2199

I/We (name of shareholder) ........................................................................................................................ of (address) ....................................................................................................................................................... being a member/members of Genesis Minerals Limited HEREBY APPOINT (name) ............................................................................................................................................................... of (address) ....................................................................................................................................................... and/or failing them (name) .................................................................................................................................... of (address) ....................................................................................................................................................

or failing that person then the Chair of the meeting as my/our proxy to vote for me/us and on my/our behalf at the General Meeting of the Company to be held on 17 May 2010 and at any adjournment of the meeting.

PROXY INSTRUCTIONS

If you wish to instruct your proxy how to vote, insert “X” in the appropriate column against the item of business set out below.

If you do not wish to direct your proxy how to vote please place a mark in the box. By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest. The Chairman has advised that his intention is to vote in favour of all resolutions.

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Should you so desire to direct the Proxy how to vote, you should place a cross in the appropriate box(es) below:

I/We direct my/our Proxy to vote in the following manner:

For Against Abstain

Resolution 1 – Ratification of Allotment and Issue of Shares

Resolution 2 – Authority to Issue and Allot Options

If no directions are given my proxy may vote as the proxy thinks fit or may abstain.

This Proxy is appointed to represent % of my voting right, or if 2 proxies are appointed Proxy 1 represents __% and Proxy 2 represents _% of my total votes My total voting right is Shares

Dated: ______

If the shareholder is an individual

If the shareholder is a company

Signature Print name:

Director / Sole Director and Secretary Print name:

Director / Secretary Print name:

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 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 no later than 48 hours before the time appointed for the holding of this General Meeting that is by 9:30 am WST on 15 May 2010 by post or facsimile to the respective addresses stipulated in this proxy form.

6. 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:

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

8. (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;

9. (c) if the proxy is the Chairperson, the proxy must vote on a poll and must vote that way; and

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

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.