GENESIS RESOURCES LIMITED — AGM Information 2021

Oct 21, 2021

==> picture [251 x 70] intentionally omitted <==

Notice of annual general meeting and explanatory memorandum

Genesis Resources Limited ACN 114 787 469

Date: Monday 22 November 2021 Time: 11.30 am (Melbourne time) Place: Via virtual technology

IMPORTANT INFORMATION

COVID-19 arrangements

Genesis Resources Limited ( Genesis or the Company ) advises that it will hold an Annual General Meeting of shareholders by virtual technology on Monday 22 November 2021 at 11.30am ( Meeting ).

The safety of Genesis shareholders, employees and other stakeholders is the Company’s highest priority. At the date of this notice, the COVID-19 situation remains uncertain. Based on up-to-date information available to the Board at the time of this notice, the Company has determined to conduct the Meeting virtually via Webex.

Shareholders are strongly encouraged to vote by lodging a directed proxy appointing the Chairman as proxy, before 11.30am (Melbourne time) on Saturday 20 November 2021. A personalised proxy form will be provided to each shareholder. Proxies can be lodged in accordance with the instructions in the personalised proxy form.

Shareholders may attend the meeting via webcast on Webex. Shareholders will be given a reasonable opportunity to participate in the Meeting, including to vote and ask verbal questions, during the webcast. Arrangements will be made for direct voting at the virtual Meeting by shareholders, proxies, corporate representatives and holders of powers of attorney

Shareholders can access the Meeting using the following details:

Join by meeting link: https://holdingredlich.webex.com/holdingredlich/j.php?MTID=m11d882a 53dd0dbb21b31e9ceda08d567 Join by meeting number: Meeting number (access code) : 2653 862 9166 Meeting password: A2gRuy7BMK6 Join by phone: +61-2-9338-2221 Australia Toll +61-3-8593-9167 Australia Toll (Melbourne)

If you would like to join the meeting by phone from overseas, please contact the company via email at info@genesisresourcesltd.com.au for a full list of global dial-in numbers.

If it becomes necessary or appropriate to make alternative arrangements to those set out in this Notice of Meeting, the Company will announce the alternative arrangements to ASX. Shareholders are encouraged to check for up to date announcements at the ASX website www.asx.com.au (the Company’s issuer code is “ GES ”).

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 in relation to the business of this Meeting. Please send your questions via email to info@genesisresourcesltd.com.au.

Written questions must be received by no later than 5.00pm (Melbourne time) on Monday 15 November 2021.

Your questions should relate to matters that are relevant to the business of the 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 Meeting to ask questions about, or make comments upon, matters in relation to the business of the Meeting.

Genesis Resources Limited | Annual General Meeting 2021

1 | P a g e

During the course of the Meeting, the Chairman will seek to address as many shareholder questions as reasonably practicable. However, there may not be sufficient time to answer all questions at the 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 11.30am (Melbourne time) on Saturday 20 November 2021 :

• Online : All shareholders can appoint a proxy to vote on their behalf online at www.investorvote.com.au by following the instructions set out on the website. Shareholders who elected to receive their Notice of Meeting electronically will have received an email with a link to the InvestorVote site.

For all other shareholders, you will receive a letter by mail with instructions on how to vote online.

1. By mail: If shareholders are unable to complete an online proxy appointment, a proxy form can be requested by contacting Computershare on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas). Completed proxy forms (together with any authority under which the proxy form was signed or a certified copy of the authority) must be returned to Computershare: By post to: GPO Box 242, Melbourne, Victoria 3001; or

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

3. 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 20 November 2021 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.

Genesis Resources Limited | Annual General Meeting 2021

2 | P a g e

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 Chairman 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 Chairman 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 Chairman of the Meeting as your proxy, and you wish to direct him how to vote, please tick the appropriate boxes on the form.

The Chairman of the Meeting 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.

Genesis Resources Limited | Annual General Meeting 2021

3 | P a g e

NOTICE OF 2021 ANNUAL GENERAL MEETING

Notice is given that the 2021 Annual General Meeting of Genesis Resources Limited ACN 114 787 469 will be held via Webex on Monday 22 November 2021 at 11.30 am (Melbourne time).

BUSINESS

Shareholders are invited to consider the following items of business at the 2021 Annual General Meeting ( Meeting ):

1. Financial and related reports

Item 1	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 2021.

2. Adoption of Remuneration Report (non-binding resolution)

Resolution 1	Adoption of Remuneration Report (non-binding resolution)
Description	Shareholders are asked to adopt the Company’s Remuneration Report. The Remuneration Report is set out in the 2021 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 anordinary resolution: “THATthe Remuneration Report of the Company and its controlled entities for the year ended 30 June 2021 be adopted.”
Voting Exclusion	The Company will disregard any votes cast on this resolution:  by or on behalf of a member of Key Management Personnel (KMP) named in the remuneration report for the year ended 30 June 2021, or that KMP’s Closely Related Party, regardless of the capacity in which the vote is cast; and  as a proxy by a member of the KMP at the date of the meeting, or that KMP’s Closely Related Party. However, the Company will not disregard a vote if it is cast as a proxy for a person who is entitled to vote on this resolution:  in accordance with the directions of how to vote on the Proxy Form; or  by the Chairman of the Meeting pursuant to an express authorisation on the ProxyForm.

Genesis Resources Limited | Annual General Meeting 2021

4 | P a g e

3. Re-election of Directors

Resolution 2A	Re-election of Mr Chin Niap Mah as Director
Description	Mr Chin Niap Mah, who was appointed as a Director on 31 May 2016, retires as a Director of the Company in accordance with ASX Listing Rule 14.5 and rule 3.6(a) of the Company’s constitution and, being eligible, offers himself for re-election.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATMr Chin Niap Mah, having retired from his office as a Director in accordance with ASX Listing Rule 14.5 and rule 3.6(a) of the Company’s Constitution, and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company.”
Resolution 2B	Re-election of Mr Deric Wee as Director
Description	Mr Deric Wee, who was appointed as a Director on 16 January 2013, retires as a Director of the Company in accordance with ASX Listing Rule 14.4 and rule 3.6(b) of the Company’s constitution and, being eligible, offers himself for re-election.
Resolution (Ordinary)	To consider and, if thought fit, pass the following resolution as anordinary resolution: “THATMr Deric Wee, having retired from his office as a Director in accordance with ASX Listing Rule 14.4 and rule 3.6(b) of the Company’s constitution and, being eligible, having offered himself for re-election, be re-elected as a Director of the Company.”

3. Approval for issue of Shares

Resolution 3	Approval for issue of Proposed Placement Shares
Description	The Company seeks approval of shareholders to be able to issue up to 500,000,000 Shares under a Proposed Placement during the period of 3 months after the Meeting 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 anordinary resolution: “THATfor the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue of up to 500,000,000 Shares in the Company to such allottees and on such terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	The Company will disregard any votes cast in favour on this resolution by or on behalf of: (a) any person who may participate in, or who will obtain a material benefit as a result of, the proposed issue of the Proposed Placement Shares (except a benefit solely by reason of being a holder of ordinary securities in the entity); and (b) any associates of the persons named in sub-paragraph (a). However, the Company will not disregard a vote if it is cast by: (c) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote ontheresolution inthatway; or

Genesis Resources Limited | Annual General Meeting 2021

5 | P a g e

==> picture [86 x 171] intentionally omitted <==

• (d) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or

• (e) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

• (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

4. Approval of 10% Placement Capacity

Resolution 4	Approval of 10% Placement Capacity under Listing Rule 7.1A
Description	The Company 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 15% Placement Capacity under ASX Listing Rule 7.1A.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as anordinary 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 such terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice.”
Voting Exclusion	Not applicable. As at the date of this Notice, the Company has no plans to issue Equity Securities under ASX Listing Rule 7.1A.

5. Amendment of Company Constitution

Resolution 5	Amendment of Company Constitution
Description	The Company seeks to amend its current Constitution to facilitate the holding of virtual general meetings.
Resolution (Special)	To consider and, if thought fit, pass the following resolution as a special resolution: “THAT, for the purposes of section 136(2) of the Corporations Act 2001 (Cth), and for all other purposes, the amendments to the Company Constitution as set out in the Explanatory Memorandum accompanying this Notice be approved and adopted.”

Dated: 22 October 2021

By order of the Board of Genesis Resources Limited

==> picture [89 x 47] intentionally omitted <==

Alyn Tai Company Secretary

Genesis Resources Limited | Annual General Meeting 2021

6 | P a g e

EXPLANATORY MEMORANDUM

TO NOTICE OF 2021 ANNUAL GENERAL MEETING

1. Financial and related reports

Item 1: Financial and related reports

Item 1: 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 2021 to be laid before the Company’s 2021 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 2021 Annual Report has been sent only to those shareholders who have elected to receive a printed copy. A copy of the 2021 Annual Report is available from the Company's website (www.genesisresourcesltd.com.au) The Chairman of the meeting will allow a reasonable opportunity at the meeting for shareholders to ask questions. Shareholders will also be given a reasonable opportunity during the meeting to ask the Company’s auditor RSM Australia questions about its audit report, the conduct of its audit of the Company’s financial report for the year ended 30 June 2021, 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 RSM 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 2021 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 Managing Director. 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.
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.

Genesis Resources Limited | Annual General Meeting 2021

7 | P a g e

Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of this available proxies Resolution 1.

3. Re-election of Directors

Resolutions 2A and 2B: Re-election of Directors	Resolutions 2A and 2B: Re-election of Directors
Explanation	Rule 3.6(a) of the Company’s constitution requires one third of the Directors (rounded to the whole number nearest to one third), other than the Managing Director, to retire at each annual general meeting of the Company. Rule 3.6(b) states that any Director who would, if that Director remained in office until the next annual general meeting, have held that office for more than three years since last being elected, must retire at an annual general meeting of the Company. Under rule 3.7 of the constitution, the Directors to retire under rule 3.6 are those who have held office as Director for 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 Chin Niap Mah and Mr Deric Wee retire as Directors at the Annual General Meeting in accordance with rules 3.6(a) and 3.6(b) respectively of the Company’s constitution, being the Directors longest in office since their last election in accordance with rule 3.7 of the constitution. Mr Mah and Mr Wee, being eligible, each offers himself for re-election as Director.
About Mr Chin Niap Mah	Mr Mah was appointed to the Board on 31 May 2016 as a Non-Executive Director. The Board considers Mr Mah to be an independent Director on the basis that he is free from any interest, position, association or relationship that might influence, or reasonably be perceived to influence the independent exercise of his judgment. Mr Mah obtained the Chartered Certified Accountant qualification from the Association of Chartered Certified Accountants (ACCA) in 2004 and is currently a Fellow member of ACCA and the Malaysian Institute of Accountants. Mr Mah possesses more than 25 years of finance and accounting experience, having held positions in various companies from a diverse range of industries. He also holds an MBA from Golden State University. Mr Mah has served as the Chief Financial Officer of Senheng Electric since September 2008.
About Mr Deric Wee	Mr Wee was appointed to the Board on 31 May 2016 as a Non-Executive Director. Prior to joining the Board in December 2009, Mr Wee had been involved in the financial services industry since 1989 as a stockbroker and investment banker. Mr Wee worked within well-established financial services companies which are part of financial and banking conglomerates in Malaysia. Mr Wee acquired extensive experience and competence in key areas including sales, marketing, share and stock trading, and co-ordinated a number of corporate strategies such as initial public offerings, mergers and acquisitions, restructurings, placements and advisory services relating to securities listed on Bursa Malaysia and the ASX.
Board Recommendation	The Board, with Mr Chin Niap Mah and Mr Deric Wee abstaining from making recommendations on Resolution 2A and Resolution 2B respectively, recommends that shareholders vote in favour of Resolutions 2A and 2B.

Genesis Resources Limited | Annual General Meeting 2021

8 | P a g e

Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of available proxies Resolutions 2A and 2B.

4. Approval for issue of Shares

Resolution 3: Approval of issue of Proposed Placement Shares

Explanation		Resolution 3 seeks shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of up to 500,000,000 Shares in order to raise funds during the 3 months after the Meeting under potential capital raising placement(s), without using the Company’s 15% placement capacity under ASX Listing Rule 7.1 (Proposed Placement).
Purpose of funds raised		The below table sets out the proposed use of funds if the Proposed Placement is undertaken. The figures are indicative only, and are an estimate of how the funds would be allocated, assuming: 1. That the Company is able to undertake a capital raising at 2 cents per share; and 2. That the Company utilises 100% of the placement facility (i.e. issues 500,000,000 shares) and raises $10 million as a result. Proposed use of funds Funds and % allocated (assuming $10 million raised) Plavica Project Fund the ongoing environmental and social impact assessment (ESIA) and other related costs for the miningstudies. 4.4% ($440,000) Enable the Company to negotiate for, and eventually purchase, the land on which the mine and processing facilities will be established, as well as to fund forestry compensation and other associated costs. 44% ($4,410,000) Australian tenements Fund the ongoing exploration work being conducted at the Company’s Australian tenements – in particular the Arltunga, Alice Springs, and McArthur River Projects 7.5% ($750,000) Other Repay outstanding loans owed by the Company 30% ($3,000,000) General ongoing working capital 14% ($1,400,000) Total = 100% ($10,000,000) The above indicative figures are based on a number of assumptions and are intended to serve as estimates of the fund allocations. Genesis may not utilise any or all of the placement facility - this will depend on the circumstances of the Company in the 3 months following the Meeting. Genesis will seek to raise capital at the highest possible price, however it may not be able to achieve a placementissue price of 2cents. Inany event, the placement

Genesis Resources Limited | Annual General Meeting 2021

9 | P a g e

	issue price will be within the parameters set out below (being 80% of the volume weighted average market price of the Company’s shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made).
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 3 will be to allow the Company to issue up to 500,000,000 Shares during the period of 3 months after the General Meeting without using the Company’s 15% Capacity.
Specific information for Resolution 3	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: Maximum no. of shares to be issued 500,000,000 Date by which shares will be issued The Company will issue and allot the Shares under the Proposed Placement no later than 3 months after the date of the Meeting (or such longer period of time as ASX may in its discretion allow). The allotment may occur at one time or progressively as best assessed by the Company. Issue price per share The Shares under the Proposed Placement will be issued at an issue price that is not less than 80% of the volume weighted average market price of the Company’s shares for the last five days on which sales of the shares are recorded before the day on which the issue will be made. Names of allottees and basis on which allottees will be determined The names of the proposed allottees are not known and the quantity of the Shares to be issued to each allottee is not known. The Company intends that the Shares will be issued and allotted to various sophisticated investors and professional investors introduced to the Company by the Company’s advisors and/or invited by the Company to participate in the Proposed Placement, at the Board’s discretion. 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 Proposed Placement and for the purposes described above. Voting Exclusion Statement A voting exclusion statement applies to this resolution, as set out in the Notice.
Proposed Placement facility to lapse if not utilised	In the event that Resolution 3 is approved by shareholders, but not utilised by the Company, the Proposed Placement facility will lapse within 3 months after the date of the Annual General Meeting.
Board Recommendation	The Directors unanimously recommend that shareholders vote in favour of this resolution.

Genesis Resources Limited | Annual General Meeting 2021

10 | P a g e

Chairman’s The Chairman of the Meeting intends to vote all available proxies in favour of this available proxies resolution.

5. Approval of 10% Placement Capacity

Resolution 4: Approval of 10% placement capacity	Resolution 4: Approval of 10% placement capacity
General	Under ASX 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 Company, 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 ASX 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 ASX 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 ASX 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 ASX Listing Rule 7.1A.2 as follows: (A x D) - E Where: Ais the number of shares on issue at the commencement of the relevant period:  plus the number of fully paid shares issued in the relevant period under an exception in ASX Listing Rule 7.2, other than exception 9, 16 or 17,  plus the number of fully paid ordinary securities issued in the relevant period on the conversion of convertible securities within rule 7.2 exception 9 where: o the convertible securities were issued or agreed to be issued before the commencement of the relevant period; or o the issue of, or agreement to issue, the convertible securities was approved, or taken under these rules to have been approved, under rule 7.1 or 7.4,  plus the number of fully paid ordinary securities issued in the relevant period under an agreement to issue securities within rule 7.2 exception 16 where: o the agreement was entered into before the commencement of the relevant period; or o the agreement or issuewas approved, ortakenundertheserules to

Genesis Resources Limited | Annual General Meeting 2021

11 | P a g e

==> picture [99 x 249] intentionally omitted <==

have been approved, under rule 7.1 or 7.4,

• plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or 7.4,

• plus the number of partly paid ordinary securities that became fully paid in the relevant period,

• less the number of equity securities cancelled in the relevant period.

• ‘A’ has the same meaning in ASX 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 relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4. ‘Relevant period’ means the 12 month period immediately preceding the date of the issue or agreement.

	have been approved, under rule 7.1 or 7.4,  plus the number of any other fully paid ordinary securities issued in the relevant period with approval under rule 7.1 or 7.4,  plus the number of partly paid ordinary securities that became fully paid in the relevant period,  less the number of equity securities cancelled in the relevant period. ‘A’ has the same meaning in ASX Listing Rule 7.1 when calculating an entity’s 15% placement capacity Dis 10%. Eis the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the relevant period where the issue or agreement has not been subsequently approved by the holders of its ordinary securities under rule 7.4. ‘Relevant period’ means the 12 month period immediately preceding the date of the issue or agreement.
Conditions of issue under the 10% Placement Capacity	There are a number of conditions applicable to the issue of Equity Securities under ASX Listing Rule 7.1A, including a limitation on the discount to prevailing market price at which they may be issued, and additional disclosure requirements. A summary of these conditions is 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 has two classes of securities which are quoted, being ordinary shares and listed options. (b) The issue price of each Equity Security issued under the 10% Placement Capacity 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 by the entity and the recipient of the securities; or ii. if the Equity Securities are not issued within 10 trading days of the date in paragraph (i), the date on which the securities are issued.
Period of validity of shareholder approval	In the event that the Company obtains shareholder approval for Resolution 4, such approval will cease to be valid upon the earlier of: (a) 12 months after the date of this Annual General Meeting; (b) the time and date of the Company’s next annual general meeting; or (c) if applicable, the date on which the Company’s shareholders approve a change to the nature or scale of the Company’s activities under ASX Listing Rule 11.1.2, or the disposal of the Company’s main undertaking under ASX Listing Rule 11.2. (Placement Period)
INFORMATION	TO BE PROVIDED TO SHAREHOLDERS UNDER ASX LISTING RULE 7.3A

Genesis Resources Limited | Annual General Meeting 2021

12 | P a g e

Minimum issue price		The issue price of each Equity Security issued under the 10% Placement Capacity 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.	The issue price of each Equity Security issued under the 10% Placement Capacity 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.	The issue price of each Equity Security issued under the 10% Placement Capacity 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.	The issue price of each Equity Security issued under the 10% Placement Capacity 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.	The issue price of each Equity Security issued under the 10% Placement Capacity 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 10 trading days of the date in paragraph (i), the date on which the securities are issued.
Risk of dilution to shareholders		If Resolution 4 is approved by shareholders, any issue of Equity Securities under 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 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 $0.013 per Share which was the closing price of the Company’s shares on the ASX on 12 October 2021; and  the variable ‘A’ being calculated as the number of fully paid ordinary shares on issue on the date of this Notice, being 782,841,294. 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, pro-rata entitlement issues or scrip issues under takeover offers) or future placements of shares under ASX 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 $0.0065 Issue price $0.0130 100% increase in issue price $0.0195 Current Variable ‘A’ 782,841,294 shares 10% voting dilution 78,284,129 shares 78,284,129 shares 78,284,129 shares Funds raised $508,846 $1,017,694 $1,526,541 50% increase in current Variable ‘A’ 1,174,261,941 shares 10% voting dilution 117,426,194 shares 117,426,194 shares 117,426,194 shares Funds raised $763,270 $1,526,541 $2,289,811 100% increase in current Variable ‘A’ 1,565,682,588 shares 10% voting dilution 156,568,259 shares 156,568,259 shares 156,568,259 shares Funds raised $1,017,694 $2,035,387 $3,053,081
		VARIABLE ‘A’			Dilution
				50% decrease in issue price $0.0065	Issue price $0.0130	100% increase in issue price $0.0195
		Current Variable ‘A’ 782,841,294 shares	10% voting dilution	78,284,129 shares	78,284,129 shares	78,284,129 shares
			Funds raised	$508,846	$1,017,694	$1,526,541
		50% increase in current Variable ‘A’ 1,174,261,941 shares	10% voting dilution	117,426,194 shares	117,426,194 shares	117,426,194 shares
			Funds raised	$763,270	$1,526,541	$2,289,811
		100% increase in current Variable ‘A’	10% voting dilution	156,568,259 shares	156,568,259 shares	156,568,259 shares
		1,565,682,588 shares	Funds raised	$1,017,694	$2,035,387	$3,053,081

Genesis Resources Limited | Annual General Meeting 2021

13 | P a g e

	The table has been prepared on the following assumptions: (a) the Company issues the maximum number of shares available under the 10% Placement Capacity; (b) no options to acquire shares on issue in the Company are exercised and no convertible notes on issue are converted; (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 Meeting. (e) the table shows only the effect of issues of Equity Securities under the 10% Placement Capacity in accordance with ASX Listing Rule 7.1A and not under the 15% placement capacity under ASX Listing Rule 7.1. (f) the issue of Equity Securities under the 10% Placement Capacity consists only of shares. (g) the issue price is $0.013, being the closing price of the Company’s shares on the ASX on 12 October 2021.
Period of validity	The Company will only issue and allot the Equity Securities during the Placement Period. The approval under 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).
Purpose for which the funds may be used	The Company may seek to use the funds for cash consideration, the proceeds of which will be applied to fund the Company’s existing and future activities; marketing activities, appraisal of corporate opportunities, investment in new businesses (if any), the costs incurred in undertaking placement(s) of shares under ASX 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. 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 sophisticatedinvestors, and other investorsnotrequiring a disclosure

Genesis Resources Limited | Annual General Meeting 2021

14 | P a g e

	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 the allottees will not be related parties of the Company. In the event that the shares under the 10% Placement Capacity are issued as consideration for the acquisition of businesses, assets or investments, it is likely that the allottees will be the vendors of such businesses, assets or investments.
Issue of Equity Securities in previous 12 months	The Company has not issued any Equity Securities under ASX Listing Rule 7.1A in the past 12 months.
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. Amendment of Company Constitution

Resolution 5: Amendment of Company Constitution	Resolution 5: Amendment of Company Constitution
Explanation	In accordance with section 136(2) of the Corporations Act, the Company may modify its constitution by a special resolution of its shareholders. The Company proposes to amend its constitution, as outlined below, to reflect recent developments in the law and general corporate and commercial practice. A copy of the proposed amended constitution will be sent to any shareholder on written request made to the Company via email (info@genesisresourcesltd.com.au). The resolution the subject of Resolution 5 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. If shareholders vote in favour of this special resolution, the amended constitution will operate with effect from the conclusion of the Meeting.
Background	Prior to the COVID-19 pandemic, virtual shareholder meetings were not expressly permitted by the Corporations Act. However, as a response to the COVID-19 outbreak in 2020, the Australian Government introduced temporary relief for companies to enable the holding of virtual shareholder meetings. This relief expired on 21 March 2021. On 13 August 2021 the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) was enacted, under which the relief relating to virtual shareholder meetings has been extended until 31 March 2022. The effect of this relief is that all companies are permitted to host shareholder meetings using virtual technology, regardless of whether it is permitted by their constitution, until 31 March 2022. In addition to the temporary legislation, the Government has also released exposure draft legislation which, if passed by parliament, will impose permanent reforms to the Corporations Act to allow virtual shareholder meetings (beyond 31 March 2022). However, importantly, these reforms will only permit virtual meetings if they are required or permitted by the company’s constitution.

Genesis Resources Limited | Annual General Meeting 2021

15 | P a g e

	In light of these proposed reforms, Genesis seeks shareholder approval to amend its existing constitution so that the holding of virtual shareholder meetings is expressly permitted. This will afford the Company the flexibility to hold virtual meetings in the future (subject to the passing of the relevant legislation), should this be necessary or appropriate in the circumstances. Genesis is committed to ensuring that shareholders are afforded the opportunity to attend and participate in meetings to the maximum extent possible, and does not view virtual meetings as a permanent replacement for physical “in-person” meetings. However, the Company considers that having the flexibility to hold virtual shareholder meetingsisvaluable, particularlyinthe context ofthe ongoing COVID-19 pandemic.
Proposed amendments	The proposed amendments to the Constitution will achieve two key objectives:  Virtual meetings:the Company will be permitted to hold general meetings “by means of such telephone, electronic or other communications facilities as approved by the Board”, so long as participants are able to communicate with each other simultaneously, and members are given a reasonable opportunity to participate in the meeting; and  Direct voting: “direct voting” by shareholders (a vote delivered to the Company by post, fax or other electronic means) will be expressly permitted. This amendment is necessary to allow shareholders to validly vote at a virtual meeting, using the relevant online platform. The proposed amendments to the Constitution are available for viewing on the Company’s website: https://genesisresourcesltd.com.au/attachments/GES%20Constitution%20(October %202021)%20(redline).pdf
Board Recommendation	The Board recommends that shareholders vote in favour of Resolution 5.
Chairman’s available proxies	The Chairman of the Meeting intends to vote all available proxies in favour of Resolution 5.

Genesis Resources Limited | Annual General Meeting 2021

16 | P a g e

DEFINITIONS

	DEFINITIONS
10% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1A.
15% Placement Capacity	Means the Company’s capacity to issue shares under ASX Listing Rule 7.1.
Board	Means the board of Directors of Genesis Resources Limited.
Corporations Act	Means the_Corporations Act 2001_(Cth).
CompanyorGenesis	Means Genesis Resources Limited ACN 114 787 469.
Director	Means a director of Genesis Resources Limited.
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.
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
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.
Share	Means a fully paid ordinary share in the capital of the Company.

-ENDS-

Genesis Resources Limited | Annual General Meeting 2021

17 | P a g e

G ENESIS

Need assistance?

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

ACN 114 787 469

Phone:

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

Online:

www.investorcentre.com/contact

GES

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

Genesis Resources Limited Annual General Meeting

The Genesis Resources Limited Annual General Meeting will be held on Monday, 22 November 2021 at 11:30am (Melbourne time). You are encouraged to participate in the meeting using the following options:

==> picture [47 x 46] intentionally omitted <==

MAKE YOUR VOTE COUNT

To lodge a proxy, access the Notice of Meeting and other meeting documentation visit www.investorvote.com.au and use the below information:

==> picture [38 x 38] intentionally omitted <==

Control Number: 999999

SRN/HIN: I9999999999

PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

For your proxy appointment to be effective it must be received by 11:30am (Melbourne time) on Saturday, 20 November 2021.

==> picture [48 x 39] intentionally omitted <==

ATTENDING THE MEETING

Shareholders may attend the meeting via webcast on Webex. Shareholders will be given a reasonable opportunity to participate in the Meeting, including to vote and ask verbal questions, during the webcast. Arrangements will be made for direct voting at the virtual Meeting by shareholders, proxies, corporate representatives and holders of powers of attorney.

Shareholders can access the Meeting using the following details:

Join by meeting link:

https://holdingredlich.webex.com/holdingredlich/j.php?MTID=m11d882a53dd0dbb21b31e9ceda08d567

Join by meeting number:

Meeting number (access code) : 2653 862 9166 Meeting password: A2gRuy7BMK6

Join by phone:

+61-2-9338-2221 Australia Toll +61-3-8593-9167 Australia Toll (Melbourne)

If you would like to join the meeting by phone from overseas, please contact the company via email at info@genesisresourcesltd.com.au for a full list of global dial-in numbers.

Samples/000001/000001

G ENESIS

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

ACN 114 787 469

Need assistance?

Phone:

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

Online:

www.investorcentre.com/contact

GES

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

YOUR VOTE IS IMPORTANT

For your proxy appointment to be effective it must be received by 11:30am (Melbourne time) on Saturday, 20 November 2021.

Proxy Form

How to Vote on Items of Business

Lodge your Proxy Form:

XX

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

Online:

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.

Lodge your vote online at www.investorvote.com.au using your secure access information or use your mobile device to scan the personalised QR code.

Your secure access information is

==> picture [47 x 49] intentionally omitted <==

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999

For Intermediary Online subscribers (custodians) go to www.intermediaryonline.com

A proxy need not be a securityholder of the Company.

SIGNING INSTRUCTIONS FOR POSTAL FORMS

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.

By Mail:

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

By Fax:

1800 783 447 within Australia or +61 3 9473 2555 outside Australia

PARTICIPATING IN THE MEETING

Corporate Representative

If a representative of a corporate securityholder or proxy is to participate in the meeting you will need to provide the appropriate “Appointment of Corporate Representative”. A form may be obtained from Computershare or online at www.investorcentre.com/au and select "Printable Forms".

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

Samples/000001/000002/i12

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

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

Please mark

to indicate your directions

Step 1

Appoint a Proxy to Vote on Your Behalf

I/We being a member/s of Genesis Resources Limited hereby appoint the Chairman OR of the Meeting

XX

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 as a virtual meeting on Monday, 22 November 2021 at 11:30am (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 in step 2) 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.

Step 2 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 Against Abstain

Resolution	1	Adoption of Remuneration Report (non-binding resolution)
Resolution	2A	Re-election of Mr Chin Niap Mah as Director
Resolution	2B	Re-election of Mr Deric Wee as Director
Resolution	3	Approval for issue of Proposed Placement Shares
Resolution	4	Approval of 10% Placement Capacity under Listing Rule 7.1A
Resolution	5	Amendment of Company Constitution

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.

Step 3 Signature of Securityholder(s)

This section must be completed.

==> picture [514 x 69] intentionally omitted <==

----- Start of picture text -----

Individual or Securityholder 1 Securityholder 2 Securityholder 3
/ /
Sole Director & Sole Company Secretary Director Director/Company Secretary Date
Update your communication details (Optional) By providing your email address, you consent to receive future Notice
Mobile Number Email Address of Meeting & Proxy communications electronically
----- End of picture text -----

G E S

9 9 9 9 9 9 A

G ENESIS

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

ACN 114 787 469

GESRM

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with your securityholding in Genesis Resources Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notices of meeting.

Please note if you have previously elected to receive a hard copy Annual Report (including the financial report, directors’ report and auditor’s report) the dispatch of that report to you has been suspended but will be resumed on receipt of instructions from you to do so.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

• Securityholder Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and

New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975

Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

Genesis Resources Limited

Samples/000002/000005/i12