GENESIS RESOURCES LIMITED — AGM Information 2014

Oct 16, 2014

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Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Monday 17 November 2014 Time: 10.30 am (Melbourne time) Place: RSM Bird Cameron Partners, Level 21, 55 Collins Street Melbourne, Victoria, 3000

NOTICE OF 2014 ANNUAL GENERAL MEETING

NOTICE is given that the 2014 Annual General Meeting of Genesis Resources Limited will be held at RSM Bird Cameron Partners, Level 21, 55 Collins Street, VIC 3000 on Monday 17 November 2014 at 10.30am (Melbourne time).

BUSINESS

Shareholders are invited to consider the following items of business at the Annual General Meeting:

Ordinary Business

1. FINANCIAL AND RELATED REPORTS

Agenda Item	Financial And Related Reports
Description	To receive and consider the Financial Report of the Company and its controlled entities and the related Directors’ and Auditor’s Reports in respect of the financial year ended 30 June 2014.

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING VOTE)

Resolution 1	Adoption of Remuneration Report (Non-Binding Vote)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2014 Annual Report and is available from the Company's website (www.genesisresourcesltd.com.au). In accordance with section 250R of the Corporations Act, the vote on this resolution will be advisory only and will not bind the directors or the Company.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That the Remuneration Report of the Company and its controlled entities for the year ended 30 June 2014 be adopted.”
Voting Exclusion	The Company will disregard any votes cast on this resolution (in any capacity, whether as proxy or as shareholders) by any of the following persons: (a) Key Management Personnel; and (b) Closely Related Parties of Key Management Personnel. However, the Company need not disregard a vote if it is: (c) cast by a person as a proxy appointed in accordance with the directions of the proxy form that specifies how the proxy is to vote on Resolution 1; and the vote is not cast on behalf of a person described in subparagraphs (a) and (b) above; or (d) cast by the chair of the Meeting as proxy appointed in accordance with the directions of the proxy form for a person who is entitled to vote, and such appointment on the proxy form expressly authorises the chair to exercise the proxy even if the resolution is connected directly with the remuneration report; and the vote is not cast on behalf of a person described in subparagraphs (a) and(b)above.

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3. RE-ELECTION OF DIRECTORS

Resolution 2	Re-election of Mr Deric Wee as Director
Description	Mr Wee retires as a director of the Company in accordance with articles 6.3(c) and 6.3(e) of the Company‘s constitution and, being eligible, offers himself for re-election under article 6.3(f) of the constitution.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That Mr Deric Wee, having retired from his office as a Director in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution and, being eligible under article 6.3(f) of the constitution, having offered himself for re-election, be re-elected as a Director of the Company.”

Special Business

4. RATIFICATION OF ISSUE OF SHARES

Resolution 3	Ratification of issue of shares
Description	The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of shares made by the Company on 19 September 2014 under a capital raising placement.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue of 24,864,384 fully paid ordinary shares in the Company at an issue price of $0.05 per share to Mr Ong Kar Ghee on 19 September 2014 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast on this resolution by any person who participated in the issue of the shares and any of their associates. However, the Company need not disregard a vote if it is cast by: (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or; (b) the person chairing the Meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

5. APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 4	Approval of 10% placement capacity
Description	Genesis seeks approval of shareholders to be able to issue Equity Securities of up to an additional 10% of its issued capital by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as a special resolution: “That for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to an additional 10% of its issued Equity Securities by way of placements over a 12 month period, on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.”

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Voting Exclusion	The Company will disregard any votes cast on this resolution by any person who may participate in the issue of Equity Securities under this resolution and a person who might 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 those persons. However, the Company need not disregard a vote if it is cast by: (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or; (b) the person chairing the Meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.
	6. APPROVAL OF PLACEMENT OF SHARES
Resolution 5	Approval of placement of shares
Description	Genesis seeks approval of shareholders to be able to issue up to 50,000,000 shares during the period of 3 months after the 2014 AGM (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity under ASX Listing Rule 7.1.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as an ordinary resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 50,000,000 ordinary shares in the Company to such allottees and on such terms as more particularly described in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who may participate in the placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of shares, if this resolution is passed. However, the Company will not disregard a vote if it is cast by: (a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or (b) the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Dated 17 October 2014

By order of the Board of Genesis Resources Limited

Sophie Karzis Company Secretary

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QUESTIONS FROM SHAREHOLDERS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company or to the Company’s auditor, RSM Bird Cameron, in relation to the conduct of the external audit for the year ended 30 June 2014, or the content of its audit report. Please send your questions to:

The Company Secretary, Genesis Resources Limited Level 1, 61 Spring Street, Melbourne VIC 3000

• T. 03 9286 7500

• F. 03 9662 1472

• E. sk@ccounsel.com.au

Written questions must be received by no later than 5.00 pm (Melbourne time) on Monday, 10 November 2014.

Your questions should relate to matters that are relevant to the business of the Annual General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum.

In accordance with the Corporations Act 2001 (Cth) and the Company’s policy, a reasonable opportunity will also be provided to shareholders attending the Annual General Meeting to ask questions about, or make comments upon, matters in relation to the Company including Remuneration Report.

During the course of the Annual General Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable, and where appropriate, will give a representative of the Auditor the opportunity to answer written questions addressed to it. However there may not be sufficient time to answer all questions at the Annual General Meeting. Please note that individual responses may not be sent to shareholders.

VOTING INFORMATION

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Annual General Meeting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.

• (b) Where 2 proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder’s voting rights at the meeting.

• (c) A proxy need not be a shareholder of the Company.

• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.

• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or

other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 10.30am (Melbourne time) on Saturday 15 November 2014 :

• by post at GPO Box 242, Melbourne, Victoria 3001; or

• by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or

• by facsimile: Australia – 1800 783 447, overseas - +61 3 9473 2555; or

• Custodian voting - For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Voting and other entitlements at the annual general meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00pm (Melbourne time) on Saturday 15 November 2014 will be taken to be held by the persons who held them at that time for the purposes of the annual general meeting (including determining voting entitlements at the meeting).

Proxy voting by the Chair

The Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth), imposes prohibitions on Key Management Personnel and their Closely Related Parties from voting their shares (or voting undirected proxies) on, amongst other things, remuneration matters.

However, the chair of a meeting may vote an undirected proxy (i.e. a proxy that does not specify how it is to be voted), provided the shareholder who has lodged the proxy has given an express voting direction to the chair to exercise the undirected proxy, even if the resolution is connected with the remuneration of a member of Key Management Personnel. If you complete a proxy form that authorises the Chair of the Meeting to vote on your behalf as proxy, and you do not mark any of the boxes so as to give him directions about how your vote should be cast, then you will be taken to have expressly authorised the Chair to exercise your proxy on Resolution 1. In accordance with this express authority provided by you, the Chairman will vote in favour of Resolution 1. If you wish to appoint the Chair of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Company’s Chairman, Mr Eddie Pang, will chair the Meeting and intends to vote all available undirected proxies in favour of each item of business.

If you appoint as your proxy any Director of the Company, except the Chairman, or any other Key Management Personnel or any of their Closely Related Parties and you do not direct your proxy how to vote on Resolution 1, he or she will not vote your proxy on that item of business.

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EXPLANATORY MEMORANDUM

TO NOTICE OF 2014 ANNUAL GENERAL MEETING

1. FINANCIAL AND RELATED REPORTS

Item

Financial And Related Reports

Explanation

Section 317 of the Corporations Act requires the Company’s financial report, directors’ report and auditor’s report for the financial year ended 30 June 2014 to be laid before the Company’s 2014 Annual General Meeting. There is no requirement for a formal resolution on this item. The financial report contains the financial statements of the consolidated entity consisting of Genesis and its controlled entities. As permitted by the Corporations Act, a printed copy of the Company’s 2014 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2014 Annual Report is available from the Company's website (www. genesisresourcesltd.com.au) The Chair of the meeting will allow a reasonable opportunity at the meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity at the meeting to ask the Company’s auditor PricewaterhouseCoopers questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2014, the preparation and content of its audit report, the accounting policies adopted by the Company in its preparation of the financial statements and the independence of PricewaterhouseCoopers in relation to the conduct of the audit.

2. ADOPTION OF REMUNERATION REPORT (NON-BINDING RESOLUTION)

Resolution 1

Adoption of Remuneration Report (Non-binding resolution)

Explanation

Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the Company’s 2014 Annual Report and is available from the Company's website (www. genesisresourcesltd.com.au). The Remuneration Report:  describes the policies behind, and the structure of, the remuneration arrangements of the Company and the link between the remuneration of executives and the Company’s performance;  sets out the remuneration arrangements in place for each director and for certain members of the senior management team; and  explains the differences between the basis for remunerating non-executive directors and senior executives, including the Chief Executive Officer. The vote on this resolution is advisory only and does not bind the Directors. However, the Board will take into account any discussion on this resolution and the outcome of the vote when considering the future remuneration policies and practices of the Company.

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Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of adopting the Remuneration Report.
Chair’s available proxies	The Chair of the Meeting intends to vote all available proxies in favour of this Resolution 1.

3. RE-ELECTION OF DIRECTORS

Resolution 2	Re-election of Mr Deric Wee as Director
Explanation	Article 6.3(c) of the Company’s constitution requires one third of the Directors (rounded down to the nearest whole number) to retire at each Annual General Meeting of the Company. Under Article 6.3(e) of the constitution, the Directors to retire under article 6.3(c) are those who have held office as Director the longest period of time since their last election to office, or in the event that two or more directors have held office for the same period of time, those Directors determined by lot. Mr Deric Kok Bin Wee, who has held office as Director for the longest period of time since his last election to office on 16 January 2013, retires as a Director at the 2014 AGM in accordance with articles 6.3(c) and 6.3(e) of the Company’s constitution. Mr Wee, being eligible under article 6.3(f) of the constitution, offers himself for re-election as Director. Please refer to the 2014 Annual Report for information about Mr Deric Wee.
Board Recommendation	The Board, with Mr Wee abstaining, recommends that shareholders vote in favour of Mr Wee’s re-election.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

4. RATIFICATION OF ISSUE OF SHARES

Resolution 3	Ratification of issue of shares
Explanation	The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of 24,864,384 fully paid ordinary shares made by the Company on 19 September 2014 to a sophisticated investor at an issue price of $0.05 per share (Placement). The Company raised $1,243,219 under the Placement, with the objective of the using the funds raised under the Placement for Genesis’ working capital requirements.
ASX Listing Rules	ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue shares during any 12 month period in excess of 15% of the number of shares on issue at the commencement of that 12 month period without shareholder approval. ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1, by permitting theratificationofpreviousissues ofshareswhich werenotmade undera

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	prescribed exception under ASX Listing Rule 7.2 or with shareholder approval, provided that such issues did not breach the 15% threshold set out by Listing Rule 7.1. If shareholders of a company approve the ratification of such previous issues of shares at a general meeting, those shares will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.
Reason for resolution	The effect of ratification in accordance with ASX Listing Rule 7.4 is the reinstatement of the Company’s maximum capacity to issue further shares up to 15% of the issued capital of the Company, if required, in the next 12 months without requiring shareholder approval. The Directors believe that it is in the best interests of the Company that the Directors maintain their ability to issue up to 15% of the issued capital of the Company. Save for as otherwise set out in this Notice, the Directors do not currently have any specific intention to make any further issue of shares without approval of shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. However, the Directors consider it to be appropriate and prudent for approval to be sought at the Annual General Meeting, in respect of the relevant issue of shares made by the Company in the last twelve months. The Directors believe this approval will enhance the Company’s flexibility to finance its exploration programs through raising equity capital, should the Directors consider them to be in the best interests of the Company to do so. In particular, the Directors note that if this approval is not obtained at the Annual General Meeting, the Company may be required to incur additional costs and delay of convening an extraordinary general meeting of the Company if the Directors propose to issue securities which do not fall under an exception to the 15% rule in ASX Listing Rule 7.2.
Information required to be provided under the ASX Listing Rules	The Company completed the Placement to Mr Ong Kar Ghee, a strategic sophisticated investor, and raised approximately $1.24 million. The Company confirms that the issue of shares the subject of the Placement did not breach ASX Listing Rule 7.1. In accordance with ASX Listing Rule 7.5, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.4, the following information is provided to shareholders:  Reason for issue –Capital raising placement  Date of issue –19 September 2014  No. of shares issued– 24,864,384  Issue price per share– $0.05 per share  Terms of issue –fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company  Recipient of issue –Mr Ong Kar Ghee  Use of funds raised– to raise capital to fund the Company’s working capital requirements.

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Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

5. APPROVAL OF 10% PLACEMENT CAPACITY

Resolution 4	Approval of 10% placement capacity
General	Under Listing Rule 7.1, every listed entity has the ability to issue 15% of its issued capital without shareholder approval in a 12 month period. ASX Listing Rule 7.1A permits eligible small and mid-cap ASX-listed entities, subject to shareholder approval, to issue Equity Securities of up to an additional 10% of its issued capital by way of placements over a 12 month period, in addition to its ability to issue securities under Listing Rule 7.1 (10% Placement Capacity). The Company seeks shareholder approval under ASX Listing Rule 7.1A for the 10% Placement Capacity. The effect of this resolution will be to allow the Directors, subject to the conditions set out below, to issue Equity Securities under the 10% Placement Capacity without using the Company’s 15% placement capacity under Listing Rule 7.1. Resolution 4 is aspecial resolution. Accordingly, at least 75% of votes cast by shareholders present and eligible to vote (in person or by proxy) at the meeting must be in favour of this resolution for it to be passed.
Eligibility	ASX-listed entities which have a market capitalisation of $300 million or less, and which are not included in the S&P/ASX 300 Index will be considered eligible to seek shareholder approval under Listing Rule 7.1A. As at the date of this Notice, the Company, which has a market capitalisation of less than $300 million, is not included in the S&P/ASX 300 Index. Accordingly, the Company is considered eligible to seek shareholder approval under Listing Rule 7.1A.
Formula	The exact number of additional Equity Securities that the Company may issue under the 10% Placement Capacity will be determined by a formula set out Listing Rule 7.1A.2 as follows: (A x D) - E Where: Ais the number of shares on issue 12 months before the date of issue or agreement:  plus the number of fully paid shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;  plus the number of partly paid shares that became fully paid in the previous 12 months (there are presently no partly paid shares on issue in the Company);  plus the number of shares issued in the previous 12 months with approval of shareholders under ASX Listing Rules 7.1 and 7.4. This does not include an issue of fully paid shares under the Company’s 15% placement capacity without shareholder approval;and

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• less the number of shares cancelled in the previous 12 months.

• ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity’s 15% placement capacity

D is 10%.

E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of shareholders under ASX Listing Rule 7.1 or 7.4.

Conditions of There are a number of conditions applicable to the issue of Equity Securities under issue under the Listing Rule 7.1A, including a limitation on the discount to prevailing market price at 10% Placement which they may be issued, and additional disclosure requirements. A summary of Capacity these conditions are as follows:

• (a) Equity Securities issued under the 10% Placement Capacity can only be in a class of securities already quoted. At the date of this Notice, the Company only has one class of securities which are quoted, being ordinary shares.

• (b) The issue price of each Equity Security issued under the 10% Placement Capacity must be no less than 75% of the volume weighted average market price ( VWAP ) for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either:

• i. the date on which the price at which the Equity Securities are to be issued is agreed; or

• ii. if the Equity Securities are not issued within 5 trading days of the date in paragraph (i), the date on which the securities are issued.

Period of validity In the event that the Company obtains shareholder approval of Resolution 4, such of shareholder approval will cease to be valid upon the earlier of: approval

• (a) 12 months after the date of this Annual General Meeting, being 16 November 2015;

• (b) if applicable, the date on which the Company’s shareholders approve a change to the nature or scale of the Company’s activities under Listing Rule 11.1.2, or the disposal of the Company’s main undertaking under Listing Rule 11.2; or

• (c) such longer period if allowed by ASX.

( Placement Period )

INFORMATION TO BE PROVIDED TO SHAREHOLDERS UNDER ASX LISTING RULE 7.3A

Minimum issue The issue price of each Equity Security issued under the 10% Placement Capacity price must be no less than 75% of the VWAP for Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before either:

• i. the date on which the price at which the Equity Securities are to be issued is agreed; or

• ii. if the Equity Securities are not issued within 5 trading days of the date in paragraph (i), the date on which the securities are issued.

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Risk of dilution If Resolution 4 is approved by shareholders, any issue of Equity Securities under to shareholders the 10% Placement Capacity may present a risk of economic and voting dilution of existing shareholders, including the risk that:

• the market price of the Company’s Equity Securities may be significantly lower on the relevant issue date than on the date of this Annual General Meeting; and

• the Equity Securities may be issued at a price that is at a discount to the market price for the Company’s Equity Securities on the issue date.

• The table below shows the potential dilution of existing shareholders under various scenarios on the basis of:

• an issue price of $0.06 per share which was the closing price of the Company’s shares on the ASX on 10 October 2014; and

the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 190,626,948. This assumes that all shares issued by the Company to date are ratified and approved by shareholders under Resolution 3.

The table also shows:

• (a) two examples where variable ‘A’ has increased by 50% and 100%. The number of shares on issue in the Company may increase as a result of the issue of shares that do not require approval of shareholders (for example, prorata entitlement issues or scrip issues under takeover offers) or future placements of shares under Listing Rule 7.1 of up to 15% of issued capital that are approved at future general meetings of shareholders; and

• (b) two examples of where the issue price of shares has decreased by 50% and increased by 100%.

VARIABLE ‘A’			Dilution
		50% decrease in issue price $0.03	Issue price $0.06	100% increase in issue price $0.12
Current Variable ‘A’ 190,626,948 shares	10% voting dilution	19,062,695 shares	19,062,695 shares	19,062,695 shares
	Funds raised	$ 571,880.84	$1,143,761.69	$2,287,523.38
50% increase in current Variable ‘A’ 285,940,422 shares	10% voting dilution	28,594,042 shares	28,594,042 shares	28,594,042 shares
	Funds raised	$857,821.27	$1,715,642.53	$3,431,285.06
100% increase in current Variable ‘A’	10% voting dilution	38,125,390 shares	38,125,390 shares	38,125,390 shares
381,253,896 shares	Funds raised	$1,143,761.69	$2,287,523.38	$4,575,046.75

The table has been prepared on the following assumptions:

(a) the Company issues the maximum number of shares available under the 10% Placement Capacity;

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• (b) no options to acquire shares on issue in the Company are exercised;

• (c) the 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue;

• (d) the table does not show an example of dilution that may be caused to a particular shareholder as a result of placements under the 10% Placement Capacity based on that shareholder’s holding at the date of the Annual General Meeting.

• (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with Listing Rule 7.1A and not under the 15% placement capacity under Listing Rule 7.1.

• (f) the issue of Equity Securities under the 10% Placement Capacity consists only of shares.

• (g) the issue price is $0.06, being the closing price of the Company’s shares on the ASX on 10 October 2014.

• Period of validity The Company will only issue and allot the Equity Securities during the Placement Period. The approval under the Resolution 4 for the issue of the Equity Securities will cease to be valid in the event that shareholders approve a transaction under Listing Rule 11.1.2 (a significant change to the nature or scale of activities) or Listing Rule 11.2 (disposal of main undertaking).

• Reason for issue The Company may seek to issue the Equity Securities for the following purposes: of shares under 10% Placement (a) non-cash consideration for the acquisition of the new resources, assets and Capacity investments, in which event the Company will provide a valuation of the noncash consideration as required by Listing Rule 7.1A.3; or

• (b) cash consideration, the proceeds of which will be applied to fund the Company’s existing and future exploration activities both locally and in Macedonia, appraisal of corporate and exploration opportunities, investment in new ventures (if any), the costs incurred in undertaking placement(s) of shares under Listing Rule 7.1.A and for general working capital.

• The Company will comply with the disclosure obligations under ASX Listing Rules 7.1A 4 and 3.10.5A upon issue of any Equity Securities.

Allocation policy The Company may not issue any or all the Equity Securities for which approval is given and may issue the Equity Securities progressively as the Company places the Equity Securities with investors.

The Company’s allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Capacity. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to factors such as:

1. fund raising options (and their viability) available to the Company at the relevant time;

2. the effect of the issue of the Equity Securities on the control of the Company;

3. the financial situation of the Company and the urgency of the requirement for funds; and

4. advice from the Company’s corporate, financial, legal and broking advisers.

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Previous approval

The allottees under the 10% Placement Capacity have not been determined as at the date of this Notice. It is intended that the allottees will be suitable professional and sophisticated investors, and other investors not requiring a disclosure document under section 708 of the Corporations Act, that are known to the Company and/or introduced by third parties.

The allottees may include existing substantial shareholders and/or new shareholders, but it is not intended that the allottees will be related parties or associates of a related party of the Company.

In the event that the shares under the 10% Placement Capacity are issued as consideration for the acquisition of resources, assets or investments, it is likely that the allottees will be the vendors of such resources, assets or investments.

The Company previously obtained approval under ASX Listing Rule 7.1A on 25 November 2013. In accordance with ASX Listing Rule 7.3A.6, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1A, the following information is provided to shareholders:

As at 17 November 2013, being the date that is 12 months prior to the 2014 Annual General Meeting, the Company had the following Equity Securities on issue:

Class of Equity Securities	Number
Ordinary shares	153,982,858
Unlisted options exercisable at $0.10 on or before 4 May 2014	19,424,424
Unlisted options exercisable at $0.10 on or before 11 May 2014	7,110,952
TOTAL	180,518,234

The table below shows the number and type of Equity Securities issued by the Company in the 12 months prior to the 2014 Annual General Meeting, and the percentage they represent of the total number of Equity Securities on issue at 17 November 2013 (being 180,518,234).

Date of	Class of Equity	No. issued	% represented of	Short name
issue	Securities		total number of
			Equity Securities
29/01/14	Ordinary shares	11,764,706	6.52%	Jan Shares
25/02/14	Ordinary shares	5,000	0.003%	Feb Shares
11/04/14	Ordinary shares	10,000	0.006%	Apr Shares
19/09/14	Ordinary shares	24,864,384	13.77%	Sep Shares
TOTAL		36,644,090	20.30%

All Equity Securities issued by the Company In the 12 months prior to the 2014 Annual General Meeting were ordinary shares, which have the same terms and rank equally in all respects with existing shares in the Company. Specific information in relation to each issue is as follows:

		Reason for	Recipient	Issue	Discount/	Total cash
		issue		price	premium to	consideration
				per	market price
				share
Jan	Shares	Capital raising	Chin Niap Mah	$0.085	5.6% discount	$1,000,000
Feb	Shares	Options exercise	Gary Pohlmann	$0.10	Same price	$500
Apr	Shares	Options exercise	Greg Ferguson	$0.10	33.3% premium	$1,000
Sep	Shares	Capital raising	Ong Kar Ghee	$0.05	16.7% discount	$1,243,219

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	The funds raised through the issue of the Jan Shares have been used to finance the Company’s activities at its Plavica Project, including drilling programs and completion of a Government mandated final feasibility study. The funds raised through the options exercise the subject of the Feb Shares and Apr Shares, and the placement the subject of Sep Shares, have been applied towards the Company’s general working capital requirements, including but not limited to satisfaction of creditor obligation and payment of corporate overheads.
Ranking of shares	Any shares issued under the 10% Placement Capacity will rank equally with all other existing shares on issue in the Company.
GENERAL INFORMATION
Voting Exclusion	A voting exclusion statement applies to this resolution, as set out in the Notice.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

6. APPROVAL OF PLACEMENT OF SHARES

Resolution 5	Approval of placement of shares
Explanation	Resolution 5 seeks shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 50,000,000 ordinary shares in Genesis at an issue price of not less than 80% of the average market price of shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made (Proposed Placement).
Purpose of funds raised	As announced to the market on 28 August 2014, Genesis and its Macedonia- based partner RIK Sileks AD Kratovo (Sileks) have submitted an application for a 30 years exploitation (mining) licence for the Plavica tenement (Licence). As at the date of this Notice, the parties are awaiting a grant of the Licence. In line with its obligations under the Company’s joint venture agreement with Sileks, once the Licence is granted, Genesis intends to undertake infill and extensional drilling and completing a feasibility study in respect of the Licence area (as required to obtain funding for mine development). Any funds raised under the Proposed Placement will be used to pay for the costs of those activities. In recognition of the dilutionary effect of equity capital raisings on shareholders, the Board continues to explore other capital raising opportunities to equip the Company with the financial capacity to achieve its objectives; however the Board considers it prudent to maintain the flexibility to raise equity capital from investors should the Directors consider it to be in the best interests of the Company to do so.

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ASX Listing Rules

ASX Listing Rule 7.1 provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the company’s ordinary securities then on issue.

The effect of Resolution 5 will be to allow the Company to issue up to 50,000,000 Shares during the period of 3 months after the 2014 AGM (or a longer period if allowed by ASX) without using the Company’s 15% placement capacity.

Specific In accordance with ASX Listing Rule 7.3, which contains requirements as to the information contents of a notice sent to shareholders for the purposes of ASX Listing Rule required by ASX 7.1, the following information is provided to shareholders: Listing Rule 7.3 Maximum no. of 50,000,000 Shares to be issued Date by which The Company will issue and allot the shares under Shares will be the Proposed Placement no later than 3 months issued after the date of the 2014 AGM (or such longer period of time as ASX may in its discretion allow). Issue price per The shares under the Proposed Placement will be Share allotted at an issue price that is not less than 80% of the average market price of Genesis shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made. Basis on which The Directors intend that the shares be issued and allottees will be allotted to various sophisticated investors and determined professional investors introduced to the Company by the Company’s advisors and/or invited by the Company to participate in the Proposed Placement. Terms of shares Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company. Use of funds raised The funds raised under the Proposed Placement will be used to pay for costs associated with the placements and for the purposes described above. Progressive issue The Directors intend that issue of the shares under the Proposed Placement will occur progressively. Voting Exclusion A voting exclusion statement applies to this Statement resolution, as set out in the Notice.

In accordance with ASX Listing Rule 7.3, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.1, the following information is provided to shareholders:

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Proposed Placement facility to lapse if not utilised	Given the current challenging environment for capital raising and based on advice to the Company from its advisors and the knowledge that ongoing funding of the Company’s projects will be required, the Directors are of the view that it is prudent at this time to seek approval for the Proposed Placement facility; however, at this point in time, there has been no determination to place any of the Proposed Placement, and accordingly, if approved by shareholders, but not utilised by the Company, the Proposed Placement facility will lapse within three (3) months after the date of the 2014 AGM.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of this resolution.

DEFINITIONS

Company or Genesis	Means Genesis Resources Limited ACN 114 787 469
Closely Related Party (of a member of KMP of an entity)	Has the definition given to it by section 9 of the Corporations Act, and means: a) a spouse or child of the member; or b) a child of the member's spouse; or c) a dependant of the member or of the member's spouse; or d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or e) a company the member controls; or f) a person prescribed by the regulations for the purposes of this definition (nothing at this stage).
Equity Security	Means: a) a share; b) a right to a share or option; c) an option over an issued or unissued security; d) a convertible security; _e)_any security that ASX decides to classify as an equity security.
Key Management PersonnelorKMP	Means those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

-ENDS-

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G ENESIS

Lodge your vote:

R E S O U R C E S L T D

ACN 114 787 469



By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

T 000001 000 GES MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

For your vote to be effective it must be received by  10.30am (Melbourne time) Saturday 15 November 2014

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote or abstain as they choose (to the extent permitted by law). If you mark more than one box on an item your vote will be invalid on that item.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

A proxy need not be a securityholder of the Company.

Signing Instructions

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the help tab, "Printable Forms".

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

 Turn over to complete the form

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SRN/HIN: I9999999999

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

Samples/000001/000001/i

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a  broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

Proxy Form

Appoint a Proxy to Vote on Your Behalf

Please mark to indicate your directions

XX

I/We being a member/s of Genesis Resources Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the Meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Genesis Resources Limited to be held at RSM Bird Cameron Partners, Level 21, 55 Collins Street, Melbourne, Victoria on Monday 17 November 2014 at 10.30am (Melbourne time) and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below.

Items of Business 

PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

			For	Again	st Abstain
Resolution	1	Adoption of Remuneration Report (Non-Binding Vote)
Resolution	2	Re-election of Director - Mr Deric Wee
Resolution	3	Ratification of issue of shares
Resolution	4	Approval of 10% placement capacity
Resolution	5	Approval of placement of shares

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. In exceptional circumstances, the Chairman of the Meeting may change his/her voting intention on any resolution, in which case an ASX announcement will be made.

SIGN

Signature of Securityholder(s) This section must be completed.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
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G E S

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