GENESIS MINERALS LIMITED — Share Issue/Capital Change 2012

Apr 12, 2012

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)	a) Ordinary Shares b) Options
	a) 27,000,000 b) 36,500,033
	Options – 9,000,011 – Exercise Price of $0.12 and Expiry date of 1 March 2013 9,000,011 – Exercise Price of $0.15 and Expiry date of 1 March 2014 9,000,011 – Exercise Price of $0.20 and Expiry date of 1 March 2015 9,500,000 - Exercise Price of $0.22 and Expiry date of31 December 2014

• See chapter 19 for defined terms.

24/10/2005 Appendix 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 8 Number and +class of all +securities quoted on ASX (including the securities in clause 2 if applicable)	a )Yes b) No	a )Yes b) No
	a) $0.10/share b) Nil
	a) 22 million - Business development, exploration work in Chile and Argentina and working capital. 5 million – conversion of Convertible Notes b) 27,000,033 Options issued as part of placement of a) and conversion of convertible note. 9,500,000 Options issued following shareholderapprovalat a GM.
	11 April 2012 – 9,500,000 Options with an exercise price of $0.22 and expiry date of 31 December 2014 12 April 2012 – 27,000,000 ORD and 27,000,033 Options
	Number	+Class
	108,251,810	Ordinary Shares

Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	500,000 9,250,000 75,000 75,000 600,000 2,400,000 9,500,000 9,000,011 9,000,011 9,000,011	20 cent Options Expiring 28 February 2013 20 cent Options Expiring 15 May 2012 15 cent Options Expiring 23 August 2013 20 cent Options Expiring 23 August 2013 10 cent Options Expiring 30 September 2012 31 cent Options Expiring 30 November 2013 22 cent Options expiring 31 Dec 2014 12 cent Options Expiring 1 March 2013 15 cent Options Expiring 1 March 2014 20 cent Options Expiring 1 March 2015
	n/a

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)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

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) 42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)
	Number	+Class

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 no-one 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: ( Secretary)

Print name: Graeme Smith

Date: 13 April 2012

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

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Unit 6 / 1 Clive St West Perth WA 6005

13 April 2012

PO BOX 437 West Perth WA 6872

Company Announcements Office ASX Limited Exchange Plaza 2 The Esplanade PERTH WA 6000

Tel: +618 9322 6178 Fax: +618 9481 2335

www.genesisminerals.com.au ABN: 72 124 772 041

Dear Sir

ISSUE OF GENESIS MINERALS LIMITED SHARES – SECONDARY TRADING NOTICE - NOTIFICATION PURSUANT TO PARAGRAPH 708A(5)(e) OF THE CORPORATIONS ACT 2001 ("Act")

On 12 April 2012, Genesis Minerals Ltd (" Company ") issued 27,000,000 fully paid ordinary shares at an issue price of $0.10 each (" Securities ").

Secondary Trading Exemption

The Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Securities noted above will fall within the exemption in section 708A(5) of the Act.

The Company hereby notifies ASX under paragraph 708A(5)(e) of the Act that:

• (a) the Company issued the Securities without disclosure to investors under Part 6D.2 of the Act;

• (b) as at the date of this announcement the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and section 674 of the Act; and

• (c) as at the date of this announcement there is no information:

• i. that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii. that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

  • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

  • B. the rights and liabilities attaching to the Securities.

Yours faithfully,

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Graeme Smith Company Secretary