GENESIS RESOURCES LIMITED ACN 114 787 469

ANNUAL REPORT 30 JUNE 2013

CORPORATE DIRECTORY	3
LETTER FROM THE CHAIRMAN	4
DIRECTORS' REPORT	6
REMUNERATION REPORT (AUDITED)	32
CORPORATE GOVERNANCE STATEMENT	35
AUDITOR'S INDEPENDENCE DECLARATION	42
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	43
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	44
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	45
CONSOLIDATED STATEMENT OF CASH FLOWS	46
NOTES TO THE FINANCIAL STATEMENTS	47
DIRECTORS' DECLARATION	68
INDEPENDENT AUDIT REPORT	69
ADDITIONAL SECURITIES EXCHANGE INFORMATION	71

CORPORATE DIRECTORY

GENESIS RESOURCES LIMITED ACN 114 787 469

DIRECTORS	Mr Eddie Lung Yiu Pang Mr Peter Pok Seng Kong Mr John Karajas Mr Alex Hooi-Kiang Lim Mr Kim Heng Lim Mr Patrick John Volpe Mr Deric Kok Bin Wee Mr John Yong Teak Zee	Chairman Managing Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director
COMPANY SECRETARY	Ms Sophie Karzis
CHIEF FINANCIAL OFFICER	Ms Patricia Wong
REGISTERED OFFICE	Level 1, 61 Spring Street Melbourne, Victoria 3000	T + 61 (0) 3 9286 7500 F + 61 (0) 3 9662 1472
SHARE REGISTER	Computershare Yarra Falls, 452 Johnston Street Abbotsford, Victoria 3067	Local call 1300 850 505 International call + 61 (0) 3 9415 4000
AUDITOR	PricewaterhouseCoopers Freshwater Place 2 Southbank Boulevard Southbank, Victoria 3006	T + 61 (0) 3 8603 1000 F + 61 (0) 3 8603 1999
WEBSITE ADDRESS	www.genesisresourcesltd.com.au

Genesis Resources Limited is a company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on the Australia Securities Exchange. (ASX: GES).

Letter from the Chairman

Dear Shareholders

The Year in Review

On behalf of the Board I am pleased to present Genesis' Resources Limited's Annual Report for the year ended 30 June 2013. It has been a year of remarkable progress and achievement for the Company, particularly in relation to the Plavica Project in the Republic of Macedonia, which formed Genesis' main exploration focus during the year.

Plavica Project

During the year, Genesis progressed and intensified its ongoing drilling program at the Plavica Project. Genesis' 2012 drilling program at Plavica initially involved a minimum of 7,000 meters of reverse circulation drilling and 2,500 meters of diamond core drilling. As a result of the 2012 drilling program at Plavica, Genesis was successful in intersecting high grade gold (silver) mineralisation from its drilling program. The discovery of the new high grade gold intersections fortified the Board's confidence in the economic value of the Plavica Prospect.

In February 2013, Genesis determined to intensify its drilling program at Plavica, and to undertake an additional 22,000 metres of diamond core drilling and 44,000 metres of reverse circulation drilling. The 2013 drilling program, which commenced on 28 March 2013 and is currently ongoing, was designed to focus aggressively on the high grade zones discovered by Genesis' 2012 drilling program.

In May 2013, Genesis obtained the first results of the 2013 drilling program from the initial round of drilling. The results continued to be encouraging, as they delineated a new east-west trending zone on the northern flank of the Plavica prospect, indicating the continued growth of the resource base at Plavica. In June 2013, Genesis announced the second batch of results from its 2013 drilling program, which extended the known mineralisation to the west and continued to add to the resource base at Plavica.

The Board continues to look forward to further encouraging results from Genesis' ongoing 2013 drilling program.

During the year, Golder Associates Ltd completed its evaluation of the economic potential of an exploration target of 150 million tonnes of 0.8 g/t Au, 11 g/t Ag and 0.2% Cu at Plavica. The exploration target used did not contain the results from the 2013 drilling program. The potential quantity and grade is conceptual in nature, as there has been insufficient exploration to define a JORC Compliant Inferred Mineral Resource. However results were encouraging and suggest the project is viable at current economic conditions and prices.

Director appointments and resignation

On 27 July 2012, Dr Allan John Parker resigned as Non-Executive Director of the Company to focus on ongoing and increasing commitments. Genesis wishes Dr Parker well in his future endeavours and thanks him for his contribution to the Company during his tenure as director.

During the year, Genesis welcomed the addition of three Non-Executive Directors, Messrs Kim Heng Lim, John Karajas and Alex Lim.

Through its strengthened board of directors and skilled management team, Genesis, facilitated by the Board's ability to raise capital as and when required to fund its exploration activities, continues to drive its resource assets to the next level.

Capital raising

During the year, the Company successfully raised capital (approximately \$6 million) on a number of occasions, through two placements of shares to sophisticated investors, and one pro-rata non-renounceable rights issue.

The proceeds of the fund raisings have been applied to provide general working capital for the Company as well as to enable the Company to focus on its Plavica Project.

Change of registered office

In December 2012, the Company changed its registered office and principal place of business address to Level 1, 61 Spring Street, Melbourne, Victoria 3000.

Outlook

As we look forward to the Company's activities in the present financial year, the Board is optimistic that Plavica contains a potentially world class deposit, and looks forward to advancing it in a timely manner with the objective of achieving final feasibility study stage.

The Board remains committed to monetising the value of the Plavica Project and the other key Company assets for the benefit of shareholders as soon as reasonably possible.

On behalf of the Board, I sincerely thank all shareholders for the support you continue to demonstrate to the Company, whether by way of participation in equity raisings or through your words of encouragement for our management team.

Mr Eddie Pang Chairman 26 September 2013

DIRECTORS' REPORT

The Directors of Genesis Resources Limited are pleased to present the annual report of the Company for the financial year ended 30 June 2013. In accordance with the Corporations Act 2001, the Directors report as follows:

DIRECTORS

The Directors in office at any time during or since the end of the year to the date of this report are:

EDDIE LUNG YIU PANG	Chairman and Non-Executive Director since 6 March 2009
PETER POK SENG KONG	Managing Director since 11 May 2012
JOHN KARAJAS	Non-Executive Director from 22 October 2012 to 26 November 2012, and from 16 January 2013
ALEX HOOI-KIANG LIM	Non-Executive Director from 26 November 2012
KIM HENG LIM	Non-Executive Director from 26 March 2013
PATRICK JOHN VOLPE	Non-Executive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013
DERIC KOK BIN WEE	Non-Executive Director from 11 December 2009 to 26 November 2012, and from 16 January 2013
JOHN YONG TEAK ZEE	Non-Executive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013
ALLAN JOHN PARKER	Non-Executive Director from 7 August 2010 to 27 July 2012

EDDIE PANG, Chairman

Eddie Pang was appointed to the Board in March 2009. He operates a trading business based in Shanghai which has a focus on supplying the Chinese market with products such as Australian wool and wine, Chilean iron ore, cathode copper and timber; marketing of Chinese building materials to Vietnam and the United Arab Emirates; and supplying Chinese chemicals to pharmaceutical facilities in Canada and the United Arab Emirates.

In addition, Eddie is involved in a joint venture in relation to a food flavouring manufacturing facility in Wisconsin, USA. The joint venture has an established distribution network of food flavours and additives in China, and supplies products to major dairy processors and beverage producers.

Eddie has a number of private business interests in Australia, including vineyards and timber plantation investments. He has an extensive network of business associates in several large corporations in China and the Middle East.

Eddie does not presently hold, and has not in the last 3 years held directorships in other listed companies. He currently has a relevant interest in 3,210,000 fully paid ordinary shares, and 1,070,000 options to acquire fully paid ordinary shares in the Company.

PETER KONG, Managing Director

Peter Kong is a chartered accountant by profession and has been active in audit, finance, management, fund raising and corporate finance for over 30 years.

Peter brings a wealth of experience and skill to the board both in corporate finance and general management and investor relations. He has gained a reputation for excellence in the Malaysian corporate market and is active in the Australian corporate sector.

Peter is currently the Chairman of ASX-listed Voltage IP Limited.

Peter currently has a relevant interest in 1,458,750 fully paid ordinary shares, and 486,250 options to acquire fully paid ordinary shares in the Company.

JOHN KARAJAS, Non-Executive Director

John Karajas is a geologist with over 40 years' experience in mineral and hydrocarbon exploration, which includes gold and base metal exploration in Western Australia, Queensland, Iceland, Macedonia and northern Sweden. John brings with him extensive exploration expertise gained from his positions within several North American multinational companies, including Falconbridge, Anaconda and Hanna Mining. In addition, John's management experience includes six years (between 2005 -2011) as Managing Director of Red River Resources Limited.

Importantly, John is fluent in both English and Macedonian, which the Board considers is of key contribution to the Company as it seeks to further progress its Plavica Project in Macedonia to the next level. John is a Member of the Australia Institute of Geoscientists.

In the previous three years, John has been a director of ASX-listed companies United Orogen Ltd and Red River Resources Limited.

John does not have a relevant interest in any shares in Genesis.

ALEX LIM, Non-Executive Director

Alex Lim graduated from Monash University with a Bachelor of Arts degree, and is a former independent director of Berjaya Media Bhd (formerly known as Nex News Bhd). Mr Lim has a number of business interests, including interests in the insurance sector.

Alex currently has a relevant interest in 1,100,000 fully paid ordinary shares, and 250,000 options to acquire fully paid ordinary shares in the Company.

KIM HENG LIM, Non-Executive Director

Kim Heng Lim received his MBA degree in 2003 and has over 30 years' experience in the retail industry. Kim Heng is the founder and managing director of a large retail outlet chain in Malaysia, which was established in 1989. During his leadership of this company, Kim Heng has won several awards, including Franchise of the Year, Entrepreneur of the Year, and Best Employer of Choice.

Kim Heng currently has a relevant interest in 22,117,930 fully paid ordinary shares in the Company.

PATRICK VOLPE, Non-Executive Director

Patrick brings to the role of director of Genesis his skills and experience gained from 12 years in the stockbroking industry after holding management positions with the National Australia Bank Ltd, Ansett Transport Industries Ltd and Pacific Dunlop Limited.

Patrick also has a strong financial background and is a member of CPA Australia. He is experienced in capital raisings and has raised funds globally from institutions, private wealthy investors and the retail market, and has raised monies from the USA, Canada the UK and Europe.

He has a good investor and broker network globally as a result of his previous experience as a stock broker in the equity and capital markets from 1988 to 1998. Patrick is known in the mining and investment community with several successes including founding of A-Cap Resources Limited that now has a Uranium resource classified in the world's top 10 discoveries where he remains a founding and major shareholder, and recently through Botswana Metals Limited has made at least three new discoveries for Copper-Silver and Nickel –Cu. He also has been involved in direct negotiations with vendors for mining tenure in countries that includes China, Argentina, Brazil, PNG, Australia and Botswana.

Patrick is currently Chairman of ASX-listed companies Botswana Metals Limited and Cardia Bioplastics Limited, and non-executive director of Cohiba Minerals Limited. In the previous three years, Patrick has also been a director of A-Cap Resources Limited.

Patrick currently has a relevant interest in 2,222,222 fully paid ordinary shares in the Company.

DERIC WEE, Non-Executive Director

Prior to joining the Board in December 2009, Deric had been involved in the financial services industry since 1989 as a stockbroker and investment banker. Deric worked within well-established financial services companies which are part of financial and banking conglomerates in Malaysia.

Deric acquired extensive experience and competence in key areas including sales, marketing, share and stock trading, and coordinated 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.

Deric currently has a relevant interest in 1,860,000 fully paid ordinary shares, and 620,000 options to acquire fully paid ordinary shares in the Company.

JOHN ZEE, Non-Executive Director

John Zee has worked in the financial services industry in stockbroking, corporate advisory and capital raisings in Australia for over 30 years. His expertise in deal structuring and capital raisings for start-ups or enterprises in their various lifecycles is well-known. His current roles include serving as the responsible manager for Foxfire Capital AFSL 390210 in the provision of financial services in securities dealing and corporate advisory. These roles have included an extensive amount of customer contact. He has a wellestablished extensive network of investors across Asia for the purpose of introducing investment opportunities and corporate transactions.

John is presently a director of ASX-listed company Altius Mining Ltd.

John does not have a relevant interest in any shares in Genesis.

ALLAN JOHN PARKER, Former Non-Executive Director

John Parker was a Non-Executive Director from August 2010 until his resignation in July 2012. John did not have a relevant interest in any shares in the Company as at the date of his resignation.

Senior Management

SOPHIE KARZIS, Company Secretary

Sophie is a practicing lawyer with over 15 years' experience as a corporate and commercial lawyer, and company secretary and general counsel for a number of private and public companies. Sophie is the principal of Corporate Counsel, a corporate law practice with a focus on equity capital markets, mergers and acquisitions, corporate governance for ASX-listed entities, as well as the more general aspects of corporate and commercial law. Sophie is currently the company secretary of a number of ASX-listed and unlisted entities, and is a member of the Law Institute of Victoria and of Chartered Secretaries Australia.

PATRICIA WONG, Chief Financial Officer

Patricia is a Certified Practising Accountant of CPA Australia Limited and a Fellow of the Institute of Public Accountants, Australia. Patricia is also an associate member of the Chartered Institute of Management Accountants (UK) and Institute of Chartered Secretaries and Administrators (UK).

JAMES PATTERSON, Exploration Manager (Australia)

James is a geologist with over 20 years' exploration experience, primarily in gold and copper-gold systems. He has worked with several successful Exploration Companies such as Delta Gold, Newmont, Oxiana and MMG. He has worked in Australia, Asia, The Pacific Islands and Eastern Europe. His last role was as Country Exploration Manager with Rio Tinto in Laos. He is a Member of the Australian Institute of Geoscientists (AIG).

Operating and Financial Review

Nature of Operations and Principal Activities

The principal activities of the entity during the period were exploration for and evaluation of gold, manganese and base metals. There was no significant change in the nature of the Company's activities during the year.

Exploration Activities - Overview

During the financial year, the Company undertook various successful exploration programs in relation to its Australian and Macedonian Projects. In particular, the Board is pleased to announce the following exploration highlights in relation to the 2013 financial year:

Plavica Project (the Republic of Macedonia)

The Company completed an RC and an HQ/NQ diamond core drilling programme for a total of 21,418.9m on one of Plavica's seven concession licence areas. This drilling programme of 88 RC and 12 Diamond core holes is part of an on-going program designed to define a resource to indicated status and to undertake new exploration drilling along zones of vuggy silica alteration in the vicinity of Plavica Ridge. A number of holes intersected very encouraging results. Some of these holes have delineated a new zone on the north-eastern flank of the prospect. This zone is still open to the east and at depth. Best results include:
PNRC003: 44m @ 2.7 g/t Au from 0m
PNRC008: 54m @ 3.9 g/t Au from 25m including 17m @ 7.4 g/t Au from 38m
PNRC009: 24m @ 2.4 g/t Au from 171m
PNRC011: 65m @ 3.1 g/t Au from 62m Including: 7m @ 9.1 g/t Au from 87m

Gladstone-Mount Miller Mn Project

An agreement was reached with both Queensland Main Roads and Queensland National Railways. The Board plans to carry out the diamond drilling program in the near future.

Alice Springs Project

375 soil samples taken from Cadney Fault Zone which gave results showing strong anomalism in Cu, Au, Ag, U and Co.
Infill sampling is planned prior to drilling.

Arltunga Project

Electrical geophysical profiling (CSAMT) defined anomalous bodies beneath four known gold mines and occurrences (100m, 150m, 150m, +275m depth extent) and indicated a strike length of greater than 100m at one mine, being open in both directions.
Five electrical anomalies discovered in this survey are thought to represent new "veins" with very good potential to host gold mineralisation.
A corridor of intense low resistivity (high conductivity) measuring 100m wide and greater than 1100m long was shown by electrical profiling to extend to depths in excess of 250m. This corridor may represent an alteration halo surrounding a vein system with good potential for gold mineralisation. Other similar 'corridors' were noted.
A program of drilling is planned.

Exploration Activities - Macedonia

PLAVICA PROJECT (Right to acquire 62% interest)

Gold, Silver, Copper

The Company's main exploration focus during the year was at Plavica within the Republic of Macedonia. The Plavica Project is administered through an unincorporated joint venture with RIK Sileks AD Kratovo (Sileks), and the Company has the right, upon paying for all work expenditures up to the completion of the final feasibility study, to acquire a 62% interest in the joint venture. The Ministry of Economics within Republic of Macedonia has granted 7 concession licences over Plavica Project to the joint venture partner of Genesis, Sileks, for a term of 4 years expiring April 2014. The Project is made up of 7 exploration licences covering over 184.94 sq km in the Carpathian Volcanic Arc, a major epithermal province running through Eastern Europe, and is highly prospective for gold, copper and silver, lead and zinc mineralisation. Figures 1 and 2 show the location of Plavica Gold-Copper-Silver Project in the Republic of Macedonia. The bottom Image includes RTP Magnetics.

The project was the site of mining in Roman and Ottoman times and then again during the 1930s, reputedly of high grade gold. Over eighty, mostly vertical diamond drill-holes by the Yugoslav Government searching for porphyry copper mineralisation, and 10 angled diamond drill-holes by Rio Tinto and European Minerals searching for gold mineralisation, were drilled prior to Genesis entering into the Joint Venture Agreement. Significant gold-copper-silver intersections were delineated by these drillings.

During the year 88 RC and 12 diamond core drill holes were drilled at Plavica for a total of 17,631.5m of RC and 3,787.4m of diamond core respectively. Drill hole locations are shown in Figure 3 whilst Tables 1, 2 & 3 provide the details of drill hole coordinates, azimuths, inclinations and depths. Drilling is ongoing. There was no drilling over the winter months due to snow. Samples were assayed on a 1m basis and were sent to SGS Laboratories in Ankara. Results have been returned for the first 51 RC holes (RP Holes and PNRC001-028) and 6 core holes (DDP002, 002A, 006, PNDD001 and MRDD001-002). All other assays are still pending.

A number of holes intersected very encouraging results. Some of these holes have delineated a new zone on the north-eastern flank of the prospect. This zone is still open to the east and at depth. Best results include:

PNRC003: 44m @ 2.7 g/t Au from 0m
PNRC008: 54m @ 3.9 g/t Au from 25m including 17m @ 7.4 g/t Au from 38m
PNRC009: 24m @ 2.4 g/t Au from 171m
PNRC011: 65m @ 3.1 g/t Au from 62m Including: 7m @ 9.1 g/t Au from 87m

The above Results were reported to the ASX on May 14 2013. This zone is shown in Section 597050E as Figure 4. In addition, a number of holes are from the western end of Plavica where previous drilling is sparse were encouraging. Some of these intercepts are also high in silver and base metals. Highlights include:

PNRC022: 9m @ 3.5 g/t Au, 313.8 g/t Ag, 1.42% Cu, 0.2% Zn from 204m
PNRC026: 17m @ 1.5 g/t Au, 9.1 g/t Ag, 0.21% Cu, 0.8% Pb, 0.4% Zn from 143m and 18m @ 1.3 g/t Au, 37.6 g/t Ag, 0.60% Cu, 2.7% Pb, 0.2% Zn from 178m
PNRC027: 32m @ 0.6 g/t Au, 83.8 g/t Ag, 0.1% Cu, 2.2% Pb, from 40m

The above Results were reported to the ASX on June 12 2013. All drilling composites for the year above 0.4 g/t Au are shown in Table 4 & 5.

Genesis Resources engaged Golder Associates Ltd to evaluate the economic potential of an Exploration Target of 150 million tonnes of 0.8 g/t Au, 11 g/t Ag and 0.2% Cu at Plavica. The potential quantity and grade is conceptual in nature, as there has been insufficient exploration to define a JORC Compliant Inferred Mineral Resource. However results were encouraging and suggest the project is viable at current economic conditions and prices. The Exploration Target used did not contain the results mentioned here from 2013 drilling. The results of this report were announced to the ASX on 24 May 2013.

Figure 1: Location of Plavica Gold-Copper-Silver Project, Republic of Macedonia

Figure 2: Location of Plavica Gold-Copper-Silver Project, Republic of Macedonia. Image includes RTP Magnetics.

Figure 3: Location of Drill Collars, July 2012-June 2013, Plavica Gold-Copper-Silver Project. UTM WGS84

Hole					Depth Dip Azm East_UTM_Zone34 North_UTM_Zone34 RL_E50 East_GK_MIG North_GK_MIG Type Year Drilled
DDP002	389.0	-50	360	596186	4655646	983	7596650	4656530	DD	2012
DDP002A	320.0	-70	150	596186	4655648	983	7596649	4656531	DD	2012
DDP006	227.0	-50	230	596554	4656106	1140	7597018	4656990	DD	2012
MRDD001	400.0	-60	350	596649	4655183	1090	7597112	4656067	DD	2013
MRDD002	400.0	-60	170	596597	4655478	1073	7597060	4656362	DD	2013
PNDD001	400.0	-60	360	595844	4656073	1002	7596307	4656957	DD	2013
PNDD002	430.4	-60	360	597144	4656076	1210	7597607	4656960	DD	2013
PNDD003A	402.0	-60	360	597044	4656176	1205	7597507	4657060	DD	2013
PNDD004	410.5	-60	360	596944	4656226	1188	7597407	4657110	DD	2013
PNDD005	401.5	-60	360	596844	4656176	1180	7597307	4657060	DD	2013
PNDD006	364.0	-60	360	596844	4656076	1150	7597307	4656960	DD	2013
PNDD007	443.0	-60	360	595944	4655973	1020	7596407	4656857	DD	2013

Table 1: Diamond Core Drill Collar Details, 2012-13, Plavica Gold-Copper-Silver Project.

Hole				Depth Dip Azm East_UTM_Zone34 North_UTM_Zone34 RL_E50 East_GK_MIG North_GK_MIG Type Year Drilled
RP006	183.0 -60	50	596257	4656227	1166	7596721	4657110	RC	2012
RP007	255.0 -60	50	596344	4656228	1182	7596808	4657112	RC	2012
RP007A	260.0 -60 320		596340	4656229	1182	7596803	4657113	RC	2012
RP008	207.0 -60	50	596452	4656222	1190	7596915	4657105	RC	2012
RP008A	202.0 -60 150		596452	4656218	1190	7596916	4657101	RC	2012
RP009	225.0 -60 360		596547	4656225	1191	7597010	4657109	RC	2012
RP009A	250.0 -60 150		596548	4656219	1191	7597011	4657102	RC	2012
RP010	221.0 -60 360		596648	4656225	1180	7597111	4657109	RC	2012
RP010A	183.0 -60 150		596652	4656219	1179	7597115	4657103	RC	2012
RP011	183.0 -60 360		596746	4656227	1176	7597210	4657111	RC	2012
RP011A	183.0 -60 150		596750	4656223	1177	7597214	4657106	RC	2012
RP012	143.0 -60 360		596748	4656129	1166	7597211	4657012	RC	2012
RP012A	144.0 -60 150		596748	4656123	1165	7597211	4657007	RC	2012
RP013	250.0 -60 360		596650	4656128	1150	7597113	4657012	RC	2012
RP013A	140.0 -60 150		596654	4656122	1150	7597117	4657005	RC	2012
RP014	180.0 -60 360		596446	4656131	1155	7596909	4657015	RC	2012
RP014A	201.0 -60 150		596449	4656125	1155	7596913	4657009	RC	2012
RP015	237.0 -60	50	596397	4656180	1173	7596860	4657063	RC	2012
RP016	210.0 -60	50	596351	4656121	1152	7596814	4657005	RC	2012
RP017	225.0 -60	50	596298	4656171	1168	7596761	4657055	RC	2012
RP018	207.0 -60	50	596264	4656135	1156	7596727	4657019	RC	2012
RP036	207.0 -60 360		596755	4656033	1133	7597218	4656917	RC	2012
RP036A	201.0 -60 150		596757	4656025	1133	7597221	4656909	RC	2012

Table 2 : RC Drill Collar Details, Jul-Dec 2012, Plavica Gold-Copper-Silver Project.

Hole				Depth Dip Azm East_UTM_Zone34 North_UTM_Zone34 RL_E50 East_GK_MIG North_GK_MIG Type Year Drilled
PNRC001A 214.0 -60 360			596844	4656223	1195	7597308	4657107	RC	2013
PNRC002	201.0 -60 360		596853	4656273	1180	7597317	4657156	RC	2013
PNRC003	219.0 -60 360		596948	4656272	1190	7597411	4657155	RC	2013
PNRC004	208.0 -60 360		597046	4656279	1200	7597510	4657162	RC	2013
PNRC005	210.0 -60 360		597150	4656261	1200	7597614	4657145	RC	2013
PNRC006	225.0 -60 360		596946	4656171	1188	7597409	4657055	RC	2013
PNRC007	207.0 -60 360		596946	4656126	1176	7597409	4657010	RC	2013
PNRC008	207.0 -60 360		597047	4656217	1207	7597510	4657101	RC	2013
PNRC009	207.0 -60 360		597046	4656127	1200	7597510	4657011	RC	2013
PNRC010	207.0 -60 360		597150	4656020	1194	7597613	4656903	RC	2013
PNRC011	201.0 -60 360		597150	4656120	1220	7597613	4657003	RC	2013
PNRC012 PNRC013	203.0 -60 360 201.0 -60 360		596842 596933	4656126 4656080	1165 1162	7597305 7597397	4657009 4656964	RC RC	2013 2013
PNRC014	201.0 -60 360		596849	4656080	1150	7597313	4656963	RC	2013
PNRC015	201.0 -60 360		596857	4656039	1130	7597320	4656923	RC	2013
PNRC016	200.0 -60 360		596941	4655985	1130	7597404	4656869	RC	2013
PNRC017	165.0 -60 360		596956	4655937	1110	7597419	4656821	RC	2013
PNRC018	201.0 -60 360		595945	4656215	1077	7596409	4657098	RC	2013
PNRC019	200.0 -60 360		595943	4656178	1068	7596407	4657061	RC	2013
PNRC020	179.0 -60 360		595944	4656123	1055	7596407	4657006	RC	2013
PNRC021	200.0 -60 360		595942	4656076	1042	7596405	4656960	RC	2013
PNRC022	213.0 -60 360		595942	4656033	1032	7596406	4656916	RC	2013
PNRC023	200.0 -60 360		595739	4656029	975	7596203	4656913	RC	2013
PNRC024 PNRC025	197.0 -60 360 200.0 -60 360		595739 595740	4656128 4656080	1007 992	7596202 7596203	4657012 4656964	RC RC	2013 2013
PNRC026	200.0 -60 360		595840	4656025	990	7596304	4656909	RC	2013
PNRC027	200.0 -60 360		595840	4656125	1011	7596303	4657008	RC	2013
PNRC028	200.0 -60 360		595844	4656173	1025	7596307	4657057	RC	2013
PNRC029	200.0 -60 360		595844	4656223	1044	7596307	4657107	RC	2013
PNRC030	177.0 -60 360		595744	4656323	1055	7596207	4657207	RC	2013
PNRC031	200.0 -60 360		595744	4656273	1054	7596207	4657157	RC	2013
PNRC032	200.0 -60 360		595844	4656323	1065	7596307	4657207	RC	2013
PNRC033	200.0 -60 360		595944	4656373	1068	7596407	4657257	RC	2013
PNRC034	200.0 -60 360		595844	4656273	1060	7596307	4657157	RC	2013
PNRC035 PNRC036	200.0 -60 360 200.0 -60 360		595644 595644	4656323 4656273	1060 1058	7596107 7596107	4657207 4657157	RC RC	2013 2013
PNRC037	200.0 -60 360		595644	4656223	1048	7596107	4657107	RC	2013
PNRC038	201.0 -60 360		595644	4656173	1034	7596107	4657057	RC	2013
PNRC039	200.0 -60 360		595644	4656123	1018	7596107	4657007	RC	2013
PNRC040	200.0 -60 360		595644	4656073	1002	7596107	4656957	RC	2013
PNRC041	201.0 -60 360		595944	4656323	1080	7596407	4657207	RC	2013
PNRC042	200.0 -60 360		596044	4656373	1072	7596507	4657257	RC	2013
PNRC043	200.0 -60 360		596044	4656323	1088	7596507	4657207	RC	2013
PNRC044	175.0 -60 360		595744	4656373	1042	7596207	4657257	RC	2013
PNRC045	200.0 -60 360		595844	4656373	1055	7596307	4657257	RC	2013
PNRC046	200.0 -60 360		595644	4656373	1050	7596107	4657257	RC	2013
PNRC047	200.0 -60 360		595744	4656223	1045	7596207	4657107	RC	2013
PNRC048	200.0 -60 360		595944	4656273	1083	7596407	4657157	RC	2013
PNRC049	200.0 -60 360		596044	4656023	1068	7596507	4656907	RC	2013
PNRC050 PNRC051A 200.0 -60 360	200.0 -60 360		596044 596044	4656173 4656123	1095 1086	7596507 7596507	4657057 4657007	RC RC	2013 2013
PNRC052	207.0 -60 360		596044	4656223	1102	7596507	4657107	RC	2013
PNRC053	200.0 -60 360		596044	4656273	1100	7596507	4657157	RC	2013
PNRC054	200.0 -60 360		595744	4656173	1025	7596207	4657057	RC	2013
PNRC055	201.0 -60 360		596144	4656023	1100	7596607	4656907	RC	2013
PNRC056	202.0 -60 360		596244	4656023	1108	7596707	4656907	RC	2013
PNRC057	198.5 -60 360		596244	4656073	1122	7596707	4656957	RC	2013
PNRC058	200.0 -60 360		596144	4656073	1110	7596607	4656957	RC	2013
PNRC059	200.0 -60 360		596344	4656073	1125	7596807	4656957	RC	2013
PNRC060A 200.0 -60 360			596544	4656273	1205	7597007	4657157	RC	2013
PNRC061	127.0 -60 360		596144	4656223	1127	7596607	4657107	RC	2013
PNRC061A 129.0 -60 360			596144	4656223	1127	7596607	4657107	RC	2013
PNRC062	200.0 -60 360		596444	4656073	1130	7596907	4656957	RC	2013
PNRC063	200.0 -60 360		596544	4656023	1105	7597007	4656907	RC	2013
PNRC064	51.0	-60 360	596544	4655973	1083	7597007	4656857	RC	2013
PNRC065	200.0 -60 360		596244	4656123	1140	7596707	4657007	RC	2013

Table 3: RC Drill Collar Details, Jan-Jun 2013, Plavica Gold-Copper-Silver Project

Hole	From	To	Int	Au g/t	Au g x m	Ag g/t	Cu %	Pb %	Zn %
DDP006	21	22	4	0.97	3.88	23.0	0	0.14	0
DDP006	178	179	3	1.27	3.81	12.7	0.05	2.06	0.21
DDP006	192	193	3	3.13	9.39	9.7	0.05	1.55	0.11
DDP006	197	198	3	2.92	8.76	4.0	0.03	0.51	0.25
DDP006	207	208	6	13.47	80.82	14.3	0.07	0.34	1.32
DDP006	220	221	7	15.98	111.86	33.0	0.27	0.92	1.1
RP007	163	164	3	0.72	2.16	189.0	2.46	0.08	0.14
RP007	182	183	5	0.82	4.1	137.2	1.04	0.15	0.08
RP008	28	29	8	1.02	8.16	19.5	0.02	0.12	0
RP008A	93	94	4	0.64	2.56	8.0	0.04	0.02	0
RP009	140	141	3	0.55	1.65	35.3	0.05	0.04	0
RP009	154	155	9	0.54	4.86	31.9	0.11	0.05	0
RP009A	209	210	9	2.12	19.08	54.6	1.4	0.03	0.21
RP009A	245	246	9	1.26	11.34	58.1	0.13	0.1	0.02
RP010	162	163	27	0.86	23.22	14.5	0.44	0.06	0.01
RP010	183	184	19	0.63	11.97	7.8	0.93	0.06	0.01
RP010A	46	47	3	1.38	4.14	19.0	0.03	0.11	0.01
RP011A	150	151	4	0.7	2.8	5.3	0.98	0.17	0
RP011A	173	174	14	1.35	18.9	13.8	0.97	0.1	0.03
RP012	95	96	5	0.72	3.6	1.6	0.19	0.02	0.02
RP012	106	107	3	0.44	1.32	1.3	0.09	0.02	0.01
RP012	128	129	3	0.61	1.83	5.0	0.14	0.15	0
RP013A	25	26	4	0.49	1.96	8.3	0.02	0.36	0
RP014	17	18	5	0.72	3.6	6.2	0	0.11	0
RP014	49	50	3	0.56	1.68	3.3	0.01	0.06	0
RP014	154	155	6	0.56	3.36	77.8	1.09	0.17	0.09
RP014A	48	49	9	0.85	7.65	51.2	0	1.03	0
RP014A	110	111	4	1.49	5.96	6.0	0.07	0.25	0.02
RP014A	180	181	9	0.76	6.84	41.0	0.08	0.71	0.06
RP014A	189	190	6	0.49	2.94	16.3	0.07	0.81	0.07
RP015	39	40	8	1.19	9.52	93.8	0.01	0.35	0
RP015	44	45	3	0.6	1.8	16.0	0.01	0.13	0
RP017	29	30	3	2.6	7.8	23.3	0.03	0.1	0.14
RP018	27	28	28	0.8	22.4	19.4	0.02	0.74	0
RP018	45	46	7	1.1	7.7	10.7	0.06	0.16	0
RP036	169	170	11	0.69	7.59	9.4	0.24	0.02	0.02

Table 4: Significant Drilling Results, Jan – Jun 2013, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 g/t Au cut-off, minimum 3m interval, maximum 1m internal waste Results in red denote composites above 50 gram-metres

Hole	From	To	Int		Au g/t Au g x m Ag g/t Cu% Pb%
MRDD001	168	172	4	0.43	1.71	1.0	0.01 0.09
MRDD001	294	297	3	0.75	2.26	11.7	0.15 0.07
MRDD001	375	380	5	0.94	4.69	10.8	1.51 0.02
MRDD002	368	372	4	0.63	2.51	11.8	0.29 0.16
MRDD002	376	379	3	0.87	2.61	27.0	0.48 0.05
PNDD001	78	85	7	0.36	2.49	15.9	0.19 0.69
PNDD001	125	130	5	0.79	3.95	20.4	1.06 0.06
PNDD001	143	147	4	0.54	2.15	49.3	1.85 0.09
PNDD001	180	185	5	0.61	3.03	19.2	0.32 0.07
PNRC001A	0	38	38	2.07	78.74	4.9	0.01 0.13
PNRC001A	133	142	9	0.87	7.85	3.8	0.02 0.10
PNRC001A	150	167	17	0.99	16.84	7.8	0.03 0.05
PNRC001A	203	206	3	0.47	1.41	36.0	0.03 0.25
PNRC002	52	60	8	1.81	14.45	3.5	0.02 0.11
PNRC002	87	95	8	2.27	18.14	14.3	0.02 0.08
PNRC003	0	44	44	2.67	117.46	6.4	0.02 0.21
PNRC003	80	85	5	0.71	3.55	1.4	0.12 0.06
PNRC004	0	3	3	0.46	1.38	2.7	0.01 0.11
PNRC006	5	17	12	0.72	8.61	1.7	0.02 0.04
PNRC006	22	36	14	0.72	10.09	1.9	0.04 0.03
PNRC006	61	65	4	0.68	2.73	3.8	0.01 0.01
PNRC006	103	117	14	1.16	16.28	2.1	0.02 0.09
PNRC006	123	128	5	0.65	3.25	1.0	0.03 0.07
PNRC006	134	144	10	1.51	15.13	1.0	0.03 0.07
PNRC007	15	27	12	0.68	8.20	1.9	0.02 0.20
PNRC007	29	33	4	0.55	2.21	1.0	0.02 0.07
PNRC007	58	70	12	1.00	12.02	1.1	0.04 0.03
PNRC007	74	80	6	1.64	9.86	3.0	0.09 0.04
PNRC007	129	132	3	0.39	1.16	1.0	0.07 0.11
PNRC007	187	207	20	1.66	33.26	1.4	0.11 0.05
PNRC008	25	79	54	3.89	210.27	5.5	0.03 0.09
PNRC009	33	37	4	0.69	2.78	2.3	0.10 0.06
PNRC009	45	48	3	0.46	1.39	1.0	0.67 0.03
PNRC009	171	195	24	2.39	57.39	8.2	0.03 0.08
PNRC011	11	16	5	0.41	2.06	1.0	0.01 0.05
PNRC011	19	39	20	0.87	17.33	1.5	0.01 0.05
PNRC011 PNRC012	62 52	127 61	65 9	3.05 0.81	198.54 7.25	1.7 1.9	0.07 0.09 0.06 0.02
PNRC012	63	66	3	0.61	1.83	7.0	0.03 0.08
PNRC012	80	102	22	1.09	24.06	1.0	0.12 0.09
PNRC012	104	109	5	0.76	3.79	2.4	0.39 0.06
PNRC012	172	203	31	1.69	52.54	16.0	0.36 0.10
PNRC013	93	98	5	0.58	2.89	1.0	0.07 0.03
PNRC013	103	107	4	0.71	2.86	1.0	0.07 0.04
PNRC013	192	197	5	0.86	4.32	8.8	0.09 0.02
PNRC014	0	5	5	0.60	3.02	3.6	0.02 0.13
PNRC014	123	129	6	0.70	4.22	1.0	0.23 0.10
PNRC014	158	165	7	0.54	3.76	1.0	0.19 0.06
PNRC015	2	15	13	1.15	15.01	4.2	0.02 0.11
PNRC016	165	175	10	0.64	6.41	3.1	0.29 0.04
PNRC022	204	213	9	3.25	29.27	313.8 1.42 0.06
PNRC026	143	160	17	1.46	24.78	9.1	0.21 0.84
PNRC026	171	175	4	1.05	4.21	44.8	0.29 3.18
PNRC026	178	196	18	1.26	22.60	37.6	0.60 2.71
PNRC027	40	72	32	0.57	18.10	83.8	0.11 2.16
PNRC027	81	84	3	1.02	3.06	13.3	0.32 0.44
PNRC027	93	98	5	0.53	2.63	34.6	0.25 0.26
PNRC027	110	115	5	0.67	3.36	4.8	0.25 0.06
PNRC027	123	126	3	0.85	2.56	194.7 0.31 0.88

Table 5: Significant Drilling Results, Jan – Jun 2013, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 g/t Au cut-off, minimum 3m interval, maximum 1m internal waste. Results in red denote composites above 50 gram-metres.

Exploration Activities - Australia

Figure A: Location Map showing the various Australian Project Locations

GLADSTONE PROJECT, Manganese (GES 100%)

The Gladstone-Mount Miller Project consists of Exploration Licence (EPM15771) covering 63.93 square kilometres and Mining Lease Application (MLA80166) covering 32.24 Ha and is located approximately 15 kilometres by road from the port of Gladstone on the east coast of central Queensland (Figure A).

The largest mine on the tenements controlled by Genesis was at Mount Miller. The mine opened in 1895 and operated intermittently until 1916 and then from 1958 to 1960. A total of 21,785 tonnes of ore was mined with a grade which ranged from 71% to 75% MnO2.

Mount Miller Mining Lease (EA MIN201115110): Agreement was reached and signed with both Queensland Main Roads and Queensland National Railways. The Board plan to carry out the diamond drilling program in the near future.

The Licence Renewal was approved on the 7th May 2013 for a Term of 5 years and will expire on the 18th June 2017. All 21 subblocks were retained.

The 6th Annual Technical Report was submitted.

ALICE SPRINGS PROJECT, Iron Ore, Copper, Gold (GES 100%)

The Alice Springs Project consists of Exploration Licence EL24817 covering 372.59 square kilometres, is located approximately 110- 155 kilometres northeast from Alice Springs in the Northern Territory (Figure 1).

A soil sampling program was carried out over the Alice Springs EL from quad-bikes. The 375 samples from the Cadney Fault Zone were sent to Genalysis for partial digestion and analysis. Geochemical results received showed several significant anomalies were found along the Cadney Fault Zone in Cu, Au, Ag and U as shown in Figures 5-8 below). Further soil sampling is planned.

Figures 5 - 8: Samples from Cadney Fault Zone in Cu, Au, Ag and U.

An Authority Certificate was obtained from the Aboriginal Areas Protection Authority for clearance until June 2014 and the Mine Management Plan has been put on hold until the Company's decision to proceed.

The Licence Renewal was approved on the 4th February 2013 for a Term of 2 years and will expire on the 17th April 2014.

The 7th Annual Technical Report was submitted and a request for a variation of expenditure condition approved. The title area remains unchanged at 118 blocks

ARLTUNGA PROJECT, Gold (GES 100%)

The Arltunga gold project is located about 110 kilometres northeast of Alice Springs and encompasses most of the former Arltunga Goldfield (Figure A). The Arltunga Goldfield has been subject to small scale historical mining activities from the late 1800s to mid 1900s, and again in the 1980s, producing approximately 15,400 oz of gold, primarily from high grade quartz reefs. The Exploration License hosts 33 historical gold mines and prospects with significant gold assays up to 53g/t from rock chip sampling around old mine workings and pyritic-quartz veins.

A program of electrical profiling (CSAMT) was carried out during December 2012 guided by previously acquired Genesis electrical survey data (GAIP) over the known gold mineralisation (Figure 9). The survey method was tested at a known occurrence of sulphide mineralisation, which was found by historical prospecting to contain 132g/t gold, and was effective. Subsequently, thirteen lines were surveyed with CSAMT stations at 25m spacing for a total of 5 line kilometres. The lines highlighted significant low resistivity anomalism.

Geological interpretation suggests there are granite intrusions at relatively shallow depth which may provide mineralising solutions capable of developing a large deposit of gold. This style of mineralisation has the potential to yield a gold discovery of significant grade and dimensions.

Unlike the GAIP method, the Controlled Source Audio Magneto Telluric method (CSAMT) survey employed here outlined the source of electrical conductivity anomalies in profile (3D) and thereby accurately defined targets for drilling.

CSAMT survey results

The survey team (Zonge Engineering & Research Organisation) reported that the quality of the data received from the survey equipment was very good giving high background resistivity and good contrast for conductivity and low resistivity measurements. The location of each survey line is shown on GAIP resistivity maps (Figures 10 and 11). Anomalies with significant gold mineralisation potential were found:

below known gold quartz-reef-type 'veins',
below newly discovered interpreted 'veins', and
within wide, long, deep, low electrically resistive zones, possibly caused by alteration.

Resistivity inversion modelling for each anomalous line is presented as stacked profiles in Figures 9 and 10 and is discussed below.

(i) Wheal Fortune Main Reef (Figure 12) - the first line at 7411750N confirmed the efficacy of the CSAMT method over the established position of massive sulphide in a shaft as discussed above. An anomaly was defined which coincided with the sulphide occurrence on this line and on the adjacent lines 50m to the north and south, suggesting the sulphide is likely to occur in a vein at least 50m long but open in both directions. It was associated with a fault which showed a marked vertical displacement.

Figure 9: Arltunga location map and GAIP survey areas

Figure 10: Location of eastern CSAMT profiles on GAIP resistivity image

Figure 11: Location of western CSAMT profiles on GAIP resistivity image

(ii) Significant anomalism was found at two other historical gold diggings:
Wheal Fortune Eastern Reef (Figure 12, 7411650N) at 100m depth, and
Magdala (Figure 12, 7411450N) a 50m wide, shallow anomaly which is possibly oxidised and a deeper, vertical fault-controlled sulphide feature, possibly extending to 250m below surface and beyond.
(iii) Significant anomalism interpreted as a 'veins' was also mapped at the new gold occurrence (5.16 g/t) found by Genesis at a GAIP conductivity/resistivity anomaly:
B2-IP10 - (Figure 13, 7412900N)-a vertical to steeply easterly dipping 'vein' of 75-100m depth extent.
(iv) Several steeply dipping 'veins' were mapped to the west and east of the B2-IP10 anomaly on Line 7412900N (Figure 12) and on Line 7412500N.
(v) A broad zone of low resistivity in the west and northwest on the Eastern GAIP survey (Figure 10) was investigated by two CSAMT lines (7412000N & 7412300N), each of which showed intense high conductivity anomalism (Figure 12); the resistivity map shows the potential for a strike length of this feature of greater than 1.1km. It may represent a significant shear with clay or sulphide alteration possibly with associated gold mineralisation extending to greater than 250m depth. Similar low resistivity features were observed on the Western GAIP survey at 474500E/7412800N and 474700E/7412200N (Figure 11).

It should be noted that, until a representative suite of these CSAMT features have been drilled the source of the anomalies remains uncertain.

It is planned to carry out a programme of field mapping and drilling.

The Licence Renewal was approved on the 6th June 2013 for a Term of 2 years and will expire on the 7th November 2014. All 31 sub-blocks were retained.

Figure 12 Eastern area stacked CSMAT profiles

Figure 13 Western area stacked CSMAT profiles.

MCARTHUR RIVER PROJECT, Manganese, Lead, Zinc (GES 100%)

The McArthur River project is located approximately 850 kilometres southeast of Darwin in the Northern Territory and 450 kilometres north-west of Mount Isa in Queensland. The project area contains the Masterton No2 manganese occurrence. Previous reviews of the available geophysical and geological data and subsequent reconnaissance rock chip sampling confirmed the location and tenor of the manganese mineralisation. However, historic drilling information acquired in mid-2011 revealed that the main, massive occurrences of manganese did not extend below about 5m in depth.

The Licence Renewal was approved on the 4th February 2013 for a Term of 2 years and will expire on the 17th April 2014. All 116 sub-blocks were retained.

The 7th Annual Technical Report was submitted and has been accepted as satisfactory.

No work was carried out.

FENN GAP PROJECT, Iron Ore, Manganese, (GES 100%)

The Fenn Gap project is located approximately 25 km south west of Alice Springs in the Northern Territory. The project is close to major infrastructure such as the Stuart Highway and the Alice Springs to Adelaide Railway. The project comprises one granted exploration licence (EL 24839) with a total area of 52.43 km² .

The Licence Renewal is not due until the 5th May 2014.

The 5th Annual Technical Report was submitted and has been accepted as satisfactory. All 27 sub-blocks have been retained.

No work was carried out.

PIONEER PROJECT, Gold (GES 100%)

The Pioneer Project consists of one granted Exploration Permit Mineral (EPM15619) covering 6.235 square kilometres approximately 70 kilometres by road from Bundaberg via the Bruce Highway in Queensland.

The project lies within the Gaeta Goldfield and has undergone previous exploration for gold, uranium and base metals, with numerous historical gold workings located throughout the area. Historical mining was primarily focused on the Pioneer Reef which was the largest producer, but mining activities also included several other reefs including Gympie, Lord Nelson, West Yorkshire and Happy Jack.

The Licence Renewal was approved on the 22nd August 2012 for a Term of 2 years and will expire on the 1 August 2014. As per the conditions of the permits, Genesis relinguished 2 sub blocks on the 22 August 2013.

No work was carried out.

LAURA RIVER PROJECT, Gold, Platinum, Palladium (GES 100%)

The Laura River project consists of Exploration Licence EPM15242 covering 165.35 square kilometres is centered on the Cape York Peninsula township of Laura, 210km north-west of Cairns and 88km west of Cooktown in North. The area is prospective for gold. Several historical alluvial workings are found in the vicinity of the Laura River and affluents.

The Licence Renewal is still pending.

No field work was carried out.

PROJECT	TENEMENT NUMBER	COMMODITY	COMPANY'S INTEREST	CURRENT AREA (KM2 )	CURRENT HOLDER	COUNTRY STATE

Alice Springs	EL24817	Copper-Iron Gold	100%	372.59	Genesis Resources Ltd	NT
Arltunga	EL25238	Gold-PGE	100%	95.34	Genesis Resources Ltd	NT
Fenn Gap	EL24839	Iron Manganese	100%	52.43	Genesis Resources Ltd	NT
Laura River	EMP15242	Gold-PGE	100%	165.35	Genesis Resources Ltd	QLD,
Pioneer	EPM15619	Gold	100%	6.235	Genesis Resources Ltd	QLD
McArthur River	EL24814	Manganese Base Metals	100%	380.88	Genesis Resources Ltd	NT
Gladstone	EPM15771	Manganese	100%	63.93	Genesis Resources Ltd	QLD
Mt Millar	MLA80166	Manganese	100%	32.24 Ha	Genesis Resources Ltd	QLD
Plavica & Crn Vrv	19-6077/1	Gold-Silver Copper	62%*	26.35	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6648/1	Gold-Silver Copper	62%*	17.41	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6082/1	Gold-Silver Copper	62%*	26.4	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6070/1	Gold-Silver Copper	62%*	27.61	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6083/1	Gold-Silver Copper	62%*	28.07	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6078/1	Gold-Silver Copper	62%*	29.11	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6081/1	Gold-Silver Copper	62%*	29.99	Sileks AD Kratovo	FYROM

Schedule of Tenements as of 30 June 2013

Please note all Projects are granted for the purpose of exploration. There is one tenement for which the application is under renewal.

*The Company's level of interest is subject to meeting the conditions of the joint venture agreement with the joint venture partner, Sileks; namely If Genesis pays for all work expenditures up to the completion of the final feasibility study then the Company's participating interest shall be 62% and the participating interest of Sileks shall be 38%.

Directors' Meetings

The following table sets out the number of Directors' meetings held during the financial year and the number of meetings attended by each Director while they were a Director.

	Directors' Meetings
Directors	No of meetings eligible to attend	Attended
E. Pang	11	10
P. Kong	11	11
J. Karajas	4	4
A. Lim	7	6
K. Lim	2	0
J. Parker	0	0
P. Volpe	7	6
D. Wee	7	7
J. Zee	7	6

The Board has not established formal audit, nomination or remuneration committees, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of such formal committees, they will operate under various committee charters which have been approved by the Board. Presently, the Board as a whole, excluding any relevant affected director, serves as an audit, nomination and remuneration committee to the Company and accordingly operates under the relevant committee charters.

Directors' Security Holdings

The following table sets out each Director's relevant interest in shares and options over unissued shares of the Company as at the date of this report.

Directors	Fully Paid Ordinary Shares	Options
E. Pang	3,210,000	1,070,000
P. Kong	1,458,750	486,250
J. Karajas	0	0
A. Lim	1,100,000	250,000
K. Lim	22,117,930	0
J. Parker	0	0
P. Volpe	2,222,222	0
D. Wee	1,860,000	620,000
J. Zee	0	0

Remuneration of Directors and Key Management Personnel

Information about the remuneration of directors and key management personnel is set out in the Remuneration Report of this Directors' Report.

Share based payments to Directors and Senior Management

No share based payments were granted to Directors and/ or senior management during the financial year.

Securities on issue

As at the end of the financial year on 30 June 2013, Genesis had the following securities on issue:

139,984,568 fully paid ordinary shares;
19,424,424 unlisted options over ordinary shares, expiring on 4 May 2014 and exercisable at \$0.10 each; and
7,110,952 unlisted options over ordinary shares, expiring on 11 May 2014 and exercisable at \$0.10 each.

Financial Results

The loss after tax of the Company for the financial year attributable to the members of Genesis Resources Limited was \$1,795,065. The loss was mainly due to professional, consultancy and administrative fees incurred during the year.

Losses per share has decreased from (\$1.64) cents to (\$1.49) cents. The decreased is attributable to the increase in the number of shares issued during the year.

State of Affairs

In August 2012, Genesis completed a placement of 11,863,548 shares to a strategic investor at an issue price of \$0.12 per share. The Company raised \$1,423,625 under this placement.
In November 2012, Genesis successfully completed a 1-for-3 pro-rata non-renounceable fully underwritten rights issue at an issue price of 9 cents per share. The Company raised \$2,740,000 under the rights issue through the issue of 30,949,891 shares.
In December 2012, the Company raised a further \$1,800,000 through a placement of 18,000,000 shares to a number of sophisticated investors at an issue price of \$0.10 per share.

The proceeds of the fund raisings have been applied to provide general working capital for the Company as well as to enable the Company to focus on its Plavica Project.

The Company entered into a capital raising mandate and a loan facility agreement subsequent to year-end, both of which are detailed below.

The total assets of the entity have increased by \$5,501,079 during the financial year from \$4,267,227 as at 30 June 2012 to \$9,768,306 at 30 June 2013, mainly as a result of capitalised exploration expenditure on the Plavica Project.

In the opinion of the Directors there were no significant changes in the state of affairs of the Company that occurred during the financial year under review not otherwise disclosed in this report or the accompanying financial report.

Key Business Strategies for FY2014

In the 2014 financial year, the Company intends to continue its strategy of exploring its tenements in Macedonia and Australia, assessing the resource potential of any significant mineralisation and undertaking feasibility studies to evaluate the development potential of key projects, with a focus on its Plavica Project in Macedonia. The Directors further intend to seek viable investments in new projects.

In relation to the Plavica Project, the Company has established a Macedonian wholly-owned subsidiary (Genesis Resources International Dooel Skopje) (GRI). GRI has a full exploration team consisting of an exploration manager, geologists, engineers and a work force of about 54 employees. GRI has appointed a team of local consultants to complete the Macedonian Government Feasibility Study (FFS) for the Plavica tenement before April 2014. The Company has the right to earn a 62% participating interest in the Plavica tenement upon completion of this FFS and subsequently earning the Exploitation Licence. The Company also plans to move the project towards a Bankable Feasibility Study (BFS) upon completion of a JORC compliant resource with the majority of this resource in the indicated and/or measured categories.

The Company also intends to continue the on-going exploration of the other six tenements at the Plavica Project. Sileks, Genesis' joint venture partner for the project, has agreed to apply for an extension of these tenements, if required.

With respect to its Australian projects, the Company intends to commence exploration work on its Australian tenements, including Mt Miller and Arltunga, when funds are available.

Key Business Risks

A number of specific risk factors that may impact the business strategies, future performance and financial position of Genesis and its controlled entities are described below. It is not possible to identify every risk that could affect Genesis' business, and whilst Genesis implements risk mitigation measures to the extent possible, actions taken by Genesis to mitigate the risks described below cannot provide absolute assurance that a risk will not materialise.

(a) Plavica Project interest Genesis does not currently have a legal or beneficial interest in the seven concession licences that relate to the Plavica Project. Instead, Genesis has a contractual right pursuant to a joint venture agreement entered into with its Macedonian joint venture partner Sileks to acquire a 62% legal and beneficial interest in the concession licences upon completion of an FFS for the project. Further, the seven exploration tenements which comprise the Plavica Project expire on 19 April 2014, by which time Genesis is required to complete all the FFS in order to acquire its 62% legal and beneficial interest in the concession licences. There is accordingly a risk that Genesis may incur delays in completing all the seven FFS by April 2014, which may result in Genesis being unable to obtain legal or beneficial interest for all seven tenements. The Directors continue to closely monitor drilling activities and timeframes in this regard, and have been advised that the consultants engaged by Genesis to complete the FFS for the Plavica tenement are complying with the relevant timelines. Accordingly, in the absence of extraordinary circumstances, the Board is confident that Genesis will be in a position to complete the FFS for the Plavica tenement by April 2014 as required.
(b) Additional requirements for capital/going concern – The Company will require further financing, in particular to advance the Plavica Project, further explore the Company's Australian projects, obtain a bankable feasibility study for the Plavica Project and repay loans. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes. Although the current climate for capital raisings is challenging, the Company has successfully raised approximately \$6 million during the year, and a further \$1.26 million via a share placement in July 2013. In addition, on 19 September 2013, Genesis successfully secured a \$3M loan facility which provides the Company with immediate access to funds upon draw down as and when required. With regard to the Company's recent track record in raising both equity and debt capital, the Directors continue to be confident in the Company's ability to raise funds as and when the need arises. However, these material uncertainties do give rise to significant doubt as to whether the Company can continue as a going concern (see Note 1(b) to the financial statements).
(c) Title risks and Native Title – The Company's key project, Plavica Project, is located in Macedonia. Interests in tenements in Macedonia are governed by legislation and are evidenced by the granting of concession licences. The concession licences in respect of the Plavica Project are currently due to expire on 19 April 2014. Genesis also has an interest in several Australian exploration tenements. These are primarily governed by State-based legislation and are evidenced by the granting of exploration licences. Each exploration licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Genesis may lose title to its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to tenements which Genesis has an interest in or will in the future acquire such an interest, there may be areas over which legitimate native title rights exist. If native title rights do exist, the ability of Genesis to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected. The Directors will closely monitor the potential effect of native title claims involving tenements in which Genesis has or may have an interest.
(d) Sovereign risk – Genesis' exploration activities are carried out in Australia and Macedonia. As a result, Genesis is subject to political, social, economic and other uncertainties including, but not limited to, changes in policies or the personnel administering them, foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations, royalties and tax increases in that country. Other potential issues contributing to uncertainty such as repatriation of income, exploration licensing, environmental protection and government control over mineral properties should also be considered. Potential risk to Genesis' activities may occur if there are changes to the political, legal and fiscal systems which might affect the ownership and operation of Genesis' interests in Macedonia. This may also include changes in exchange control systems, expropriation of mining rights, changes in government and in legislative and regulatory regimes.
(e) Joint Ventures – The Plavica Project is being developed through a joint venture. In addition, Genesis may wish to develop its other projects or its future projects through joint venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to, Genesis could be affected by the failure or default of any of the joint venture participants (including Genesis).
(f) Resource and Reserve estimates – There is a risk that the mineral resources and ore reserves of Genesis, which are estimated and published on a regular basis by Genesis in accordance with ASX Listing Rules and the JORC Code, are incorrect. If those estimates are materially in excess of the recoverable mineral content of the tenements, the production and financial performance of Genesis would be adversely affected.
(g) Discovery risk – Any discovery by Genesis may not be commercially viable or recoverable: that is no resources within the meaning of the JORC Code may be able to be established and it may be that consequently no reserves can be established.
(h) Operating risk – The nature of exploration, mining and mineral processing involves hazards which could result in Genesis incurring uninsured losses and liabilities to third parties, for example arising from pollution, environmental damage or other damage, injury or death. These could include rock falls, flooding, unfavourable ground conditions or seismic activity, ore grades being lower than expected and the physical or metallurgical characteristics of the ore being less amenable to mining or treatment than expected.

Events Subsequent to Balance Date

Capital Raising

Subsequent to the end of the financial year, the Company entered into a capital raising mandate with a lead manager Rich Asia Ventures Ltd, in relation to a capital raising of approximately \$1.9 million to be undertaken by way of two share placements to sophisticated investors. Under the terms of the capital raising mandate, the lead manager will assist the Company in raising approximately \$1.9 million through two placements of up to a total of 20,997,685 shares in Genesis at a minimum offer price of \$0.09. The first placement was completed on 15 July 2013, under which the Company placed 13,998,290 ordinary shares to a strategic investor, raising \$1,259,846.10 in the process. Further to the successful completion of the first placement, it was intended that second placement be completed by 31 August 2013 to raise approximately \$629,000 through the issue of approximately 7,000,000 shares in Genesis. On 9 September 2013, Genesis reached agreement with the lead manager to extend the completion date of the second placement from 31 August 2013 to 30 September 2013.

No other events

Other than the capital raising outlined above in the interval between the end of the financial year and the date of this report, no item, transaction or event of a material and unusual nature has arisen that is likely, in the opinion of the Directors, to affect significantly, the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Environmental Regulation and Performance

The Company's operations are subject to significant environmental regulations under Commonwealth or State legislation. However, the Directors believe that the Company has adequate systems in place for the management of its environmental requirements and is not aware of any breach of those environmental requirements as they apply to the Company.

Dividends

No dividends have been declared by the Directors for this financial year.

Indemnification and Insurance of Officers

During the financial year, the Company paid a premium in respect of a contract insuring the Directors of the Company, the Company Secretary and all executive officers of the Company and of any related body corporate against a liability incurred as a Director, Secretary or executive officer to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium.

The Company has not otherwise, during or since the financial year, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as an officer or auditor.

The insurance premiums relate to:

Cost and expenses incurred by the relevant officers in defending proceedings, whether civil or criminal and whatever their outcome; and
Other liabilities that may arise from their position, with the exception of conduct involving a wilful breach of duty or improper use of information or position to gain a personal advantage.

This does not include such liabilities that arise from conduct involving a wilful breach of duty by the officers or the improper use by the officers of their position or of information to gain advantage for themselves or someone else or to cause detriment to the company.

Auditor Independence and Non-Audit Services

The auditor's independence declaration is included on page 42 of this Annual Report.

Non-Audit Services

Details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in Note 9 to the financial statements.

The Directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor's behalf) is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The Directors are of the opinion that the services as disclosed in Note 9 to the financial statements do not compromise the external auditor's independence for the following reasons:

all non-audit services have been reviewed and approved to ensure that they do not impact the integrity and objectivity of the auditor, and
The nature of the services provided does not compromise the general principles relating to auditor independence in accordance with APES 110. Code of Ethics for Professional Accountants set by the Accounting Professional and Ethical Standards Board.

Proceedings on Behalf of the Company

No person has applied for leave of a Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the Company is a party for the purpose of taking responsibility on behalf of the Company for all or any part of those proceedings. The Company was not a party to any such proceedings during the year.

Remuneration Committee

The Board has not established a formal remuneration committee, having regard to the size of the Company and its operations. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal remuneration committee, such a committee will operate under the remuneration committee charter which has been approved by the Board. The remuneration committee charter may be viewed on the Company's website.

Presently, the Board as a whole, excluding any relevant affected director, serves as a nomination committee to the Company and accordingly operates under the remuneration committee charter.

Competent Person

The information in this report that relates to exploration activity and results was compiled under the guidance of Mr John Karajas who is a Member of the Australasian Institute of Geoscientists. Mr Karajas has sufficient experience relevant to the styles of mineralisation and to the activities which are being reported to qualify as a Competent Person as defined by the JORC Code, 2004. Mr Karajas consents to the release of the information compiled in this report in the form and context in which it appears.

REMUNERATION REPORT (AUDITED)

This Remuneration Report, which forms part of the Directors' Report, sets out information about the remuneration of Genesis Resources Limited's directors and its key management personnel for the financial year ended 30 June 2013. The prescribed details for each person covered by this report are detailed below under the following headings:

director and key management personnel details
remuneration policy
relationship between the remuneration policy and company performance
remuneration of directors and senior management
key terms of employment contracts.

Director Details

The following persons acted as directors of the company during or since the end of the financial year:

EDDIE LUNG YIU PANG	Chairman and Non-Executive Director since 6 March 2009
PETER POK SENG KONG	Managing Director since 11 May 2012
JOHN KARAJAS	Non-Executive Director from 22 October 2012 to 26 November 2012, and from 16 January 2013
ALEX HOOI-KIANG LIM	Non-Executive Director from 26 November 2012
KIM HENG LIM	Non-Executive Director from 26 March 2013
PATRICK JOHN VOLPE	Non-Executive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013
DERIC KOK BIN WEE	Non-Executive Director from 11 December 2009 to 26 November 2012, and from 16 January 2013
JOHN YONG TEAK ZEE	Non-Executive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013
ALLAN JOHN PARKER	Non-Executive Director from 7 August 2010 to 27 July 2012

Remuneration Policy

The Company's remuneration policy is based on the following principles:

Provide competitive rewards to attract high quality executives;
Providing where applicable an equity incentive for senior executives that will provide an incentive to executives to align their interests with those of the Company and its shareholders; and
Ensure that rewards are referenced to relevant employment market conditions.

Remuneration packages contain the following key elements:

Primary benefits salary/fees;
Benefits, including the provision of motor vehicles and superannuation; and
Incentive schemes.

In accordance with best practice corporate governance, the structure of Non-Executive Directors and key management personnel remuneration is separate and distinct.

The Board's approach to executive remuneration has always been to balance fair remuneration for skills and expertise with a risk and reward framework that supports long-term growth of Genesis. The Board seeks to set remuneration at a level which provides the Company with the ability to attract and retain directors of relevant experience and skill, whilst incurring costs which are acceptable to shareholders, particularly with regard to Genesis' financial position.

In response to the 'no' vote on Genesis' remuneration report received by shareholders at the 2012 annual general meeting, during the year the Directors undertook an informal assessment of executive and non-executive remuneration for FY 2012.

Key initiatives included a review and evaluation of the FY2012 remuneration report, a review of the reasons for the 'no' vote on the remuneration report at the 2012 annual general meeting, and an assessment of Directors' remuneration with reference to standard market remuneration practices of junior exploration companies of a similar size and nature.

Following these initiatives, the Board has observed that Genesis' remuneration of its executives and non-executive directors (during FY2012) is considered to be below the average remuneration levels for directors of companies with similar market capitalisation and operations to the Company's. In addition, the Board notes that Directors were not during FY2012, and are not presently entitled to any short or long term incentives Accordingly, the Directors consider Genesis' remuneration practices during FY2012 to be conservative and appropriate, particularly given the broad range of responsibilities undertaken by all directors (in addition to their standard scope of duties) in the absence of a large management team.

Further, in reviewing the reasons for the 'no' vote on Genesis' remuneration report at the 2012 annual general meeting, the Board considered that the votes of the largest shareholder of Genesis at the time were not counted towards the poll results of the remuneration report resolution, due to a technical error in completing its proxy form, and the subsequent invalidation of the proxy form. Subsequent to the 2012 annual general meeting, the shareholder advised the Company that it sought to vote in favour of the remuneration report resolution. On this basis, the Directors believe that the remuneration report resolution would not have received a 'no' vote had the shareholder been permitted to exercise its substantial voting power of 18.13% (as at the date of the 2012 annual general meeting) in favour of the resolution.

Notwithstanding the above, the Directors value the feedback of all shareholders and are committed to addressing all concerns of shareholders, whether majority or minority. Accordingly, during FY2013, the Board resolved to reduce the standard non-executive remuneration fee from \$48,000 per annum to \$40,000 per annum. All Non-Executive Directors are presently being remunerated at \$40,000 per annum (save for the Chairman who receives \$60,000 per annum). The Board does not consider it appropriate to reduce the remuneration of the Managing Director, given the substantial responsibilities associated with this role, and the fact that the Managing Director is the only member of executive management of the Company.

In line with Genesis' shareholder communications strategy policy, the Board continues to welcome feedback from shareholders on Genesis' remuneration practices and on the communication of remuneration matters in the FY2013 remuneration report, whether at the Company's 2013 annual general meeting, or via the Company Secretary.

Remuneration of Non-Executive Directors

The Company's Constitution provides that Non-Executive Directors may collectively be paid from an aggregate maximum sum out of the funds of Genesis Resources Limited as remuneration for their services as Directors to be fixed by way of an ordinary resolution of shareholders. This maximum sum is currently fixed at \$300,000. The Company's Constitution and the Australian Securities Exchange Listing Rules specify that the aggregate remuneration amount can only be increased by the passing of an ordinary resolution of shareholders.

Each Non-Executive Director receives a fee for being a Director of the Company and does not participate in performance based remuneration. Non-Executive Directors are encouraged to hold shares in the Company (purchased by the Director on-market). It is considered good governance for Directors to have a stake in the Company.

Retirement Benefits

Consistent with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations which state that non-executive directors should not be provided with retirement benefits other than statutory superannuation, the Company does not provide retirement benefits to its Non-Executive Directors.

Relationship between the Remuneration Policy and Company Performances

The tables below set out summary information about the entity's earnings and movements in shareholder wealth for the five years to June 2013:

Financial Year Ending 30 June	2013	2012	2011	2010	2009
Other income (\$)	276	447,313	219,436	771,521	754,718
NPAT (\$)	(1,795,065)	(935,312)	(562,052)	(112,530)	(129,924)
Share price at end of year	0.09	0.06	0.11	0.18	N/A
Basic EPS (cents per share)	(1.49)	(1.64)	(1.06)	0.24	0.53

Remuneration of Directors and Key Management Personnel

The following table discloses the remuneration of the current and former Directors and key management personnel of the Company:

	Short Term Benefits	Post Employment		Total
2013 Directors	Salary & Fees (\$)	Superannuation (\$)	Termination Benefit (\$)	(\$)
Current Executive Directors
P. Kong (Managing Director)	230,000	19,350	-	249,350
Current Non- Executive Directors
E. Pang (Chairman)	75,000	5,400	-	80,400
J. Karajas	24,352	-	-	24,352
A. Lim	25,889	-	-	25,889
K. Lim	10,752	-	-	10,752
P. Volpe	39,676	-	-	39,676
D. Wee	39,676	-	-	39,676
J. Zee	39,676	-	-	39,676
Former Directors and Executives
J. Parker	3,699	-	-	3,699
Total	488,720	24,750		513,470

	Short Term Benefits	Post Employment		Total
2012 Directors	Salary & Fees (\$)	Superannuation (\$)	Termination Benefit (\$)	(\$)
Current Executive Directors
P. Kong (Managing Director)	25,161	2,264	-	27,425
Current Non Executive Directors
E. Pang (Chairman)	34,194	3,078	-	37,272
D. Wee	32,796	-	-	32,796
J. Zee	6,989	-	-	6,989
P. Volpe	6,989	-	-	6,989
J. Parker	32,796	-	-	32,796
Former Directors and Executives
K. Sener	22,500	-	-	22,500
Total	161,425	5,342	-	166,767

Key Management Personnel Disclosures are provided in Note 21.

Auditor

PricewaterhouseCoopers continues in office in accordance with section 327 of the Corporations Act 2001 (Cth).

Directors' Resolution

This Directors' Report, incorporating the Remuneration Report, is signed in accordance with a resolution of the Directors made pursuant to section 298(2) of the Corporations Act 2001.

On behalf of the Directors

Peter Kong Managing Director 26 September 2013

CORPORATE GOVERNANCE STATEMENT

This statement sets out the corporate governance practices that were in operation throughout the 2013 financial year for Genesis and its controlled entities and includes a summary of how the Group complies with the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations with 2010 Amendments, 2nd Edition.

The various charters and policies are all available on the Company's web site: www.genesisresourcesltd.com.au.

	ASX Principle	Status	Reference / Comment
	Principle 1 – Lay solid foundations for management and oversight Companies should establish and disclose the respective roles and responsibilities of board and management.
1.1	Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions.	Complying	The Board has adopted a Board charter which discloses the specific responsibilities of the Board and establishes the Board's relationship with management. The primary role of the Board is the protection and enhancement of long term shareholder value. Its responsibilities include the overall strategic direction of the Company, establishing goals for management and monitoring the achievement of these goals. The functions and responsibilities of the Board and management are consistent with ASX Principle 1. A copy of the Board Charter is posted on the Company's website. Each director is given a letter upon his or her appointment which outlines the director's duties. The Company has in place systems designed to fairly review and actively encourage enhanced Board and management effectiveness. The Board takes responsibility for evaluating the Board's performance and the Company's key executives annually.
1.2	Companies should disclose the process for evaluating the performance of senior executives.	Complying	The Board and the Managing Director monitor the performance of senior management, including measuring actual performance against planned performance. The Board also reviews the Managing Director's performance annually.
1.3	Companies should provide the information indicated in the Guide to reporting on Principle 1.	Complying	A copy of the Company's Board Charter is available on the Company's website in a clearly marked Corporate Governance section. A performance evaluation for senior executives has taken place in the reporting period.

Principle 2 – Structure the Board to add value

Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties.

2.1	A majority of the board members should be independent.	Complying	The Board comprises eight directors and five are Non-Executive and independent. The Directors considered by the Board to constitute independent Directors are the Non-Executive Directors Mr Eddie Pang, Mr Alex Lim, Mr Patrick Volpe, Mr Deric Wee and Mr John Zee. The test to determine independence which is used by the Company is whether a Director is independent of management and any business or other relationship with the Company that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of their unfettered and independent judgement.
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	ASX Principle	Status	Reference / Comment
			Directors may seek independent professional advice, at the Company's expense, on any matter connected with the discharge of their responsibilities, provided the advice, together with a copy of the letter of instructions, is provided to the Board. Non-Executive directors confer without management on a regular basis as and if required.
2.2	The chair should be an independent director.	Complying	The Chairman, Mr Eddie Pang has been Chairman of the Company since March 2009 and has been independent since the date of his appointment. The Chairman leads the Board and is responsible for the efficient organisation and conduct of the Board's functions.
2.3	The roles of the chair and the chief executive officer should not be exercised by the same individual.	Complying	The positions of Chairman and Chief Executive Officer (in Genesis' case, Managing Director) are held by separate persons.
2.4	The board should establish a nomination committee.	Non Complying	The Board has not established a formal nomination committee, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal nomination committee, such a committee will operate under a nomination committee charter which will be approved by the Board. Presently, the Board, as a whole, serves as a nomination committee to the Company. Where necessary, the Board seeks advice of external advisers in connection with the suitability of applicants for Board membership.
2.5	Companies should disclose the process for evaluating the performance of the board, its committees and individual directors.	Complying	The Board conducts an informal annual performance review of itself that compares the performance of the Board with the requirements of the Board Charter, critically reviews the mix of the Board and suggests and amendments to the Board Charter as are deemed necessary or appropriate.
2.6	Companies should provide the information indicated in the Guide to reporting on Principle 2.	Complying	The following information is set out in the Company's annual report:  the skills, experience and expertise relevant to the position of director held by each director in office at the date of the annual report;  the directors considered by the Board to constitute independent directors and the Company's materiality threshold;  the existence of any of the relationships which may affect independence and an explanation of why the board considers a director to be independent notwithstanding the existence of these relationships;  a statement regarding directors' ability to take independent professional advice at the expense of the Company;  a statement as to the mix of skills and diversity for which the board of directors is looking to achieve in membership of the Board;  The term of office held by each director in office at the date of the report.  The names of members of the Company's committees and their attendance at committee meetings.  whether a performance evaluation for the board, its committees and directors has taken place in the reporting period and whether it was in accordance with the process disclosed;

	ASX Principle	Status	Reference / Comment
			 an explanation of any departures from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6. The following material is publicly available on the Company's website in a clearly marked Corporate Governance section: a description of the procedure for the selection and 
			appointment of new directors and the re-election of incumbent directors;  the Board's policy for the nomination and appointment of directors.
	Principle 3 –		Promote ethical and responsible decision-making
	Companies should actively promote ethical and responsible decision-making
3.1	Companies should establish a code of conduct and disclose the code as to:  The practices necessary to maintain confidence in the company's integrity.  The practices necessary to take into account their legal obligations and the reasonable expectations of their stakeholders. The responsibility and accountability of individuals for reporting and investigating reports of unethical practices.	Complying	The Company has formulated a corporate code of conduct which provides a framework for decisions and actions in relation to ethical conduct in employment. The corporate code of conduct may be viewed on the Company's website.
3.2	Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them.	Non Complying	The Board has contemplated the necessity of implementing a diversity policy. Noting the small size of the Company and the few employees that the Company has, the Board has resolved to depart from the recommendations by not implementing a gender diversity policy. Nonetheless, the Company is committed to the principles of employing people with a broad range of experiences, skills and views. All executives, managers and employees are responsible for promoting workforce diversity.
3.3	Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them.	Non Complying	The Board has not implemented a diversity policy and is of the view that due to the relatively few employees that the Company has, the recommendation is inappropriate to the Company's particular circumstances. Whilst the Company has not set formal measurable objectives for achieving gender diversity, the Company is nonetheless committed to recruiting employees from a diverse pool of qualified candidates.
3.4	Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board.	Complying	The Group currently employs 53 employees, of which 7 are female. In addition, the Company has two female contractors in senior positions being the Company Secretary and the Chief Financial Officer .There are presently no women on the Board.

	ASX Principle	Status	Reference / Comment
3.5	Companies should provide the information indicated in the Guide to reporting on Principle 3.	Complying	The Company's Code of Conduct and Share Trading Policy is available on its website in a clearly marked Corporate Governance section. The Company does not have a gender diversity policy.

Principle 4 – Safeguard integrity in financial reporting

Companies should have a structure to independently verify and safeguard the integrity of their financial reporting.

4.1	The board should establish an audit committee.	Non Complying	The Board has not established a formal audit committee, having regard to the size of the Company. The Board acknowledges that when the size and nature of the Company warrants the necessity of an audit committee, such a committee will operate under the audit and risk committee charter which has been approved by the Board. The audit and risk committee charter may be viewed on the Company's website. Presently, the Board, as a whole, serves as an audit committee to the Company and accordingly operates under the audit and risk committee charter, and will continue to do so until a formal audit committee has been established.
4.2	The audit committee should be structured so that it:  Consists only of non executive directors.  Consists of a majority of independent directors.  Is chaired by an independent chair, who is not chair of the board;  has at least three members.	Part Complying	Whilst the Board has not established a formal audit committee, the Board has adopted an audit and risk committee charter which complies with recommendation 4.2. At such time that an audit and risk committee is established, that committee will operate under the audit and risk committee charter which has been approved by the Board
4.3	The audit committee should have a formal charter.	Complying	An audit and risk committee charter has been established and approved by the Board. When the size and nature of the Company warrants the necessity of an audit committee, such a committee will operate under the audit and risk committee charter.
4.4	Companies should provide the information indicated in the Guide to reporting on Principle 4.	Complying	The Company will continue to explain any departures from Principle 4 in its future annual reports.

Principle 5 – Make timely and balanced disclosure

Companies should promote timely and balanced disclosure of all material matters concerning the company.

5.1	Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure	Complying	The Company has a documented continuous disclosure policy which has established procedures designed to ensure compliance with Australian Securities Exchange Listing Rule disclosure requirements and to ensure accountability at Board level for that compliance.
	requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.		The Company Secretary is responsible for all communications with the Australian Securities Exchange. The continuous disclosure policy may be viewed on the Company's website.

	ASX Principle	Status	Reference / Comment
5.2	Companies should provide the information indicated in the Guide to reporting on Principle 5.	Complying	The Company's Market Disclosure & Shareholder Communication Policy is posted on the Company's website in a clearly marked Corporate Governance section.
	Principle 6 – Respect the rights of shareholders		Companies should respect the rights of shareholders and facilitate the effective exercise of those rights.
6.1	Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy.	Complying	The Board has established a shareholder communications strategy policy, which aims to ensure that shareholders are informed of all major developments affecting the Company's state of affairs. The shareholder communications policy may be viewed on the Company's website. In particular, the Board informs shareholders of all major developments affecting the Company's state of affairs as follows:  The annual report is distributed to all shareholders, including relevant information about the operations of the Company during the year and changes in the state of affairs.  The half-yearly report to the Australian Securities Exchange contains summarised financial information and a review of the operations of the Company during the period.  All major announcements are lodged with the Australian Securities Exchange, and posted on the Company's website.  Proposed major changes in Company which may impact on share ownership rights are submitted to a vote of shareholders.  The Board encourages full participation of shareholders at the Annual General Meeting to ensure a high level of accountability and identification with the consolidated entity's strategy and goals.  The Company's auditor attends the Annual General Meeting.
6.2	Companies should provide the information indicated in the Guide to reporting on Principle 6.	Complying	The Company explains any departures from Principle 6 in its annual reports. The Company's Market Disclosure & Shareholder Communication Policy is posted on the Company's website in a clearly marked Corporate Governance section.

Principle 7 – Recognise and manage risk

Companies should establish a sound system of risk oversight and management and internal control.

7.1	Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies.	Complying	The Board has established a risk management policy, under which the Board has the responsibility of determining the Company's "risk profile" and is charged with overseeing and approving risk management strategy and policies, internal compliance and internal control. The risk management policy may be viewed on the
			Company's website.

	ASX Principle	Status	Reference / Comment
7.2	The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks.	Complying	The Board has completed a risk assessment review of the Company's major business units, organisational structure and accounting controls and processes. The Board has considered the results of the risk assessment and is confident that the Company's instituted risk management and internal control systems are sufficiently adequate to effectively mitigate and control the material business risks faced by the Company.
7.3	The board should disclose whether it has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.	Complying	The Chief Executive Officer (in Genesis' case, Managing Director) and Chief Financial Officer are required to state to the Board in writing that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.
7.4	Companies should provide the information indicated in the Guide to reporting on Principle 7.	Complying	The following material is included in the corporate governance statement in the Company's Annual Reports:  explanation of any departures from Recommendations 7.1, 7.2, 7.3 or 7.4.  whether the Board has received the report from management under Recommendation 7.2  whether the Board has received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) under Recommendation 7.3. A summary of the Company's policies on risk oversight and management of material business risks is either currently, or will shortly be, publicly available on the Company's website in a clearly marked corporate governance section:

Principle 8 – Remunerate fairly and responsibly

Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear.

8.1	The board should establish a remuneration committee.	Non Complying	The Board has not established a formal remuneration committee, having regard to the size of the Company and the Board. The Board acknowledges that when the size and nature of the Company warrants the necessity of a formal remuneration committee, such a committee will operate under the remuneration committee charter which has been approved by the Board. The remuneration committee charter may be viewed on the Company's website. Presently, the Board as a whole, excluding any relevant affected director, serves as a remuneration committee to the Company and accordingly operates under the remuneration committee charter.
	G e n e s i s R e s o u r c e s L i m i t e d		2 0 1 3 A n n u a l R e p o r t P a g e 40

	ASX Principle	Status	Reference / Comment
8.2	The remuneration committee should be structured so that it:  consists of a majority of independent directors  is chaired by an independent chair  has at least three members.	Part Complying	Whilst the Board has not established a formal remuneration committee, the Board has adopted a remuneration committee charter which complies with recommendation 8.2. At such time that an remuneration committee is established, that committee will operate under the remuneration committee charter which has been approved by the Board
8.3	Companies should clearly distinguish the structure of non executive directors' remuneration from that of executive directors and senior executives.	Complying	The structure of Non-Executive Directors' remuneration is distinct from that of executives and is further detailed in the Remuneration Report of the Annual Report.
8.4	Companies should provide the information indicated in the Guide to reporting on Principle 8.	Complying	Details of the Directors and key management personnel remuneration are set out in the Remuneration Report of the Annual Report. The Company does not have a Remuneration Committee although the Board as a whole carries out this function in accordance with a Charter. There are no schemes for retirement benefits, other than superannuation, for non-executive directors. A copy of the Company's Remuneration Committee charter is posted on the Company's website in a clearly marked corporate governance section, together with a summary of the Company's policy on prohibiting entering into transactions in associated products which limit the economic risk of participating in unvested entitlements under any equity-based remuneration schemes.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2013

		2013	2012
	Note	\$	\$
Other Income	5	276	447,313
Professional fees	6	(511,335)	(441,220)
Administrative and other expenses	7	(685,676)	(663,188)
Employee benefit expenses	8	(694,424)	(166,767)
Results from operating activities		(1,891,159)	(823,862)
Interest income		96,094	22,744
Net finance income		96,094	22,744
Loss before tax		(1,795,065)	(801,118)
Income tax expense	10	-	(134,194)
Loss for the year		(1,795,065)	(935,312)
Other comprehensive income
Items that may be reclassified to profit or loss
Net change in fair value of available for sale financial assets	19	-	31,511
Available-for-sale financial assets, transfer to profit and loss	19	-	(447,313)
Foreign exchange gain	19	66,873	-
Income tax on other comprehensive income	19	-	124,741
Other comprehensive loss for the year, net of tax		66,873	(291,061)
Total comprehensive loss for the year		(1,728,192)	(1,226,373)
Earnings per share
Basic Loss per share (cents per share)	25	(1.49)	(1.64)
Diluted Loss per share (cents per share)	25	(1.22)	(1.64)

The above consolidated comprehensive statement of profit or loss and comprehensive income should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2013

		2013	2012
	Note	\$	\$
Assets
Current assets
Cash and cash equivalents	11	1,129,833	751,207
Prepayments and other receivables	12	191,800	97,574
Other financial assets	13	1,852	9,627
Total current assets		1,323,485	858,408
Non-current assets
Other financial assets	13	78,977	78,514
Property, plant and equipment	14	213,032	3,762
Exploration and evaluation assets	15	8,152,812	3,326,543
Total non-current assets		8,444,821	3,408,819
Total assets		9,768,306	4,267,227
Current liabilities
Trade and other payables	17	1,786,790	197,831
Total current liabilities		1,786,790	197,831
Total liabilities		1,786,790	197,831
Net assets		7,981,516	4,069,396
Equity
Share capital	18	11,590,114	5,949,802
Reserves	19	66,873	-
Accumulated losses	20	( 3,675,471)	( 1,880,406)
Total equity		7,981,516	4,069,396

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2013

		Share capital	Accumulated losses	Reserves	Total equity
	Note	\$	\$	\$	\$
Balance at 1 July 2011
		4,826,885	( 945,094)	291,061	4,172,852
Loss for the year	20	-	( 935,312)	-	( 935,312)
Net change in fair value of available-for-sale financial assets, net of tax	19	-	-	22,058	22,058
Available-for-sale financial assets, transfer to profit and loss, net of tax	19	-	-	( 313,119)	( 313,119)
Total comprehensive loss for the year		-	( 935,312)	( 291,061)	( 1,226,373)
Transaction with owners in their capacity as owners
Issue of ordinary shares		1,122,917	-	-	1,122,917
Total transactions with owners		1,122,917	-	-	1,122,917

Balance at 30 June 2012		5,949,802	( 1,880,406)	-	4,069,396
Loss for the year	20	-	( 1,795,065)	-	( 1,795,065)
Other comprehensive income/(loss) for the year		-	-	-	-
Foreign currency translation reserve		-	-	66,873	66,873
Total comprehensive (loss)/income for the year		-	( 1,795,065)	66,873	( 1,728,192)
Transaction with owners in their capacity as owners
Issue of ordinary shares		5,640,312	-	-	5,640,312
Total transactions with owners		5,640,312	-	-	5,640,312
Balance at 30 June 2013		11,590,114	( 3,675,471)	66,873	7,981,516

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2013

		2013	2012
	Note	\$	\$
Cash flows from operating activities
Receipts from customers		276	-
Payments to suppliers and employees		(1,804,936)	(846,138)
Interest received		93,919	22,744
Net cash used in operating activities	11	(1,710,741)	(823,394)
Cash flows from investing activities
Proceeds from sale of investments		7,775	486,024
Payment for non-current assets		-	(4,009)
Payments for exploration and evaluation expenditures		(3,372,672)	(977,050)
Payments for fixed assets		(234,638)	-
Net cash used in investing activities		(3,599,535)	(495,035)
Cash flows from financing activities
Proceeds from issue of shares		5,968,664	1,194,317
Payment for share issue costs		(328,353)	(71,400)
Payments for bank guarantee		-	(11,324)
Net cash provided by financing activities		5,640,311	1,111,593
Net increase/( decrease) in cash and cash equivalents		330,035	(206,836)
Cash and cash equivalents at 1 July		751,207	958,043
Net foreign exchange difference		48,591	-
Cash and cash equivalents at 30 June	11	1,129,833	751,207

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements are for the entity Genesis Resources Limited ("Genesis" or "the Company") domiciled in Australia. The address of the Company's registered office is Level 1, 61 Spring Street, Melbourne, VIC 3000. The Company is primarily involved in gold, manganese and base metal exploration and development activities. The Company is a for-profit entity for the purpose of preparing the financial statements.

The financial statements were authorised for issue by the directors on 18 September 2013.

(a) Basis of preparation

These general purpose financial statements have been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board, Urgent Issues Group Interpretations and the Corporations Act 2001.

Statement of compliance

The financial statements of Genesis Resources Limited also comply with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").

Certain comparative amounts have been reclassified to conform with the current year's presentation.

Adoption of new and amended accounting standards

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning on 1 July 2012.

AASB 2011-9 Amendments to Australian Interpretation –Presentation of Items of Other Comprehensive Income.
AASB 2011 4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements.

The adoption of these standards did not have any impact on the current period or any prior period and is not likely to affect future periods based on current operations.

Historical cost convention

These financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets.

Critical accounting estimates

The directors evaluate estimates and judgments incorporated into the financial statement based on historical knowledge and best available current information. Estimates assume a reasonable expectation of future events and are based on current trends and economic data, obtained both externally and within the Company.

The areas involving a higher level of judgement or complexity, or areas where assumptions and estimates are made which are significant to the financial statements are set out in Note 3.

(b) Going concern

For the year ended 30 June 2013, the Company reported a net loss of \$1,795,065, had net cash outflows from operating activities of \$1,710,741 and had net current liabilities of \$463,305 at the statement of financial position date. Mining and exploration licences held by the Company have annual expenditure obligations of \$658,850 (Note 27) to maintain their "good standing" status. Failure to meet individual tenement obligations requires explanation to the relevant government authority and may result in a loss of tenements.

The ability of the Company to continue as a going concern is dependent on the successful completion of a plan to raise additional capital via a loan, a rights issue and/or other capital raising combined with strict cost management over administrative spending. These steps are required to finance planned expenditure commitments to earn a 62% interest in the Plavica Project, which must be expended during the 2014 financial year (Note 27). Additionally, the Company plans to continue ongoing Australian exploration activities and meet the Company's tenement and administrative expenditure obligations. On 16 July 2013 the Company raised \$1,259,936 through a placement of shares (Note 26). On 17 September 2013, the Company also signed a \$3,000,000 loan agreement with a private funder to fund on-going drilling expenditure and for working capital (Note 26). Further capital raisings will be required during the course of the 2014 financial year.

As a result of these matters, there is material uncertainty that may cast significant doubt as to whether the Company will continue as a going concern and therefore, whether it will realise its assets and settle its liabilities and commitments in the normal course of business. However, the Company expects it will be successful in the above matters and, accordingly, has prepared the financial report on a going concern basis.

(c) Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Managing Director of the Board.

(d) Functional and Presentation Currency

Foreign currency translation

Items included in the financial statements of each of the Company are measured using the currency of the primary economic environment in which it operates ('the functional currency'). The financial statements are presented in Australian dollars, which is Genesis' functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss, except when they are deferred in equity as qualifying cash flow hedges and qualifying net investment hedges or are attributable to part of the net investment in a foreign operation.

Foreign exchange gains and losses that relate to borrowings are presented in the statement of financial position date, within finance costs. All other foreign exchange gains and losses are presented in the statement of financial position date on a net basis within other income or other expenses.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognised in other comprehensive income.

(e) Interest income

Interest income is recognised using the effective interest method. When a receivable is impaired, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans is recognised using the original effective interest rate.

(f) Income Tax

The income tax expense or benefit for the period is the tax payable on that period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributed to temporary differences and unused tax losses and under and over provision in prior periods, where applicable.

The income tax charge is calculated on the basis of the tax laws enacted or substantially enacted at the end of the reporting period.

Deferred tax assets and liabilities are recognised using the liability method for temporary differences arising between the tax bases of the assets and liabilities and their carrying amount in the financial statements at the tax rates expected to apply when the assets are recovered or liabilities are settled, based on those tax rates that are enacted or substantively enacted, except for:

When the deferred income tax asset or liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither the accounting nor taxable profits; or
When the taxable temporary difference is associated with investments in subsidiaries, associates or interests in joint ventures, and the timing of the reversal can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

The carrying amount of recognised and unrecognised deferred tax assets are reviewed each reporting date. Deferred tax assets recognised are reduced to the extent that it is no longer probable that future taxable profits will be available for the carrying amount to be recovered. Previously unrecognised deferred tax assets are recognised to the extent that it is probable that there are future taxable profits available to recover the asset.

Deferred tax assets and liabilities are offset only where there is a legally enforceable right to offset current tax assets against current tax liabilities and deferred tax assets against deferred tax liabilities; and they relate to the same taxable authority on either the same taxable entity or different taxable entity's which intend to settle simultaneously.

(g) Impairment of tangible and intangible assets

At the end of each reporting period the Company reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cashgenerating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.

(h) Plant and equipment

Plant and equipment is stated at historical cost less depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Cost may also include transfers from equity of any gains/losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the statement of comprehensive income during the reporting period in which they are incurred.

Depreciation on plant & equipment assets is calculated using the straight line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

Class of Fixed Assets	Depreciable Life
Office equipment	3 – 5 years
Plant and equipment	3 – 5 years

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount (Note 1(g)).

Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in profit and loss.

(i) Exploration and evaluation assets

Exploration and evaluation costs, including the costs of acquiring licenses, are capitalised as exploration and evaluation assets on an area of interest basis. Costs incurred before the Company has obtained the legal rights to explore an area are recognised in profit or loss.

Exploration and evaluation assets are only recognised if the rights of the area of interest are current and either:

(i) the expenditures are expected to be recouped through successful development or sale of the area of interest; or
(ii) activities in the area of interest have not, at the reporting date, reached a stage which permits a reasonable assessment of the existence or other of economically recoverable reserves and active and significant operations in, or relation to, the area of interest are continuing.

Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. When facts and circumstances suggest that the carrying amount exceeds the recoverable amount, the resulting impairment loss is measured and disclosed in accordance with the impairment loss policy noted in accounting policy 1 (g).

Once the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable, exploration and evaluation assets attributable to that area of interest are first tested for impairment and then reclassified from exploration and evaluation assets to mining property and development assets within property, plant and equipment.

(j) Employee Benefits

(i) Defined contribution plans

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as an employee benefit in profit or loss in the periods during which services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that are due more than 12 months after the end of the period in which the employees render the service are discounted to their present value.

(ii) Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.

A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(k) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months from the reporting date. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method

(l) Provisions

A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provision are determined by discounting the expected future cash flows at pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

(i) Site restoration

Provisions are made for estimated costs relating to the remediation of soil, groundwater and untreated waste as soon as the need is identified.

(m) Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the statement of financial position.

(n) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST except where the amount of GST incurred is not recoverable from the Australian Taxation Office ("ATO"). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense.

Receivables and payables in the statement of financial position are shown inclusive of GST. The net amount of GST recoverable from, or payable to, the ATO is included with other receivables and payables in the statement of financial position.

Cash flows are presented in the statement of cash flow on a gross basis except for the GST component of investing and financing activities which are disclosed as operating cash flows.

(o) Investments and other financial assets

Classification

The Company classifies its financials assets in the following categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. The classification depends on the purpose for which the investments were acquired. Management determines the classification of its investments at initial recognition and, in the case of assets classified as held-to-maturity, re-evaluates this designation at the end of each reporting period.

Available-for-sale financial assets

Available-for-sale financial assets, comprising principally marketable equity securities, are non-derivatives that are either designated in this category or not classified in any of the other categories. They are included in non-current assets unless the investment matures or management intends to dispose of the investment within 12 months of the end of the reporting period. Investments are designated as available-for-sale if they do not have fixed maturities and fixed or determinable payments and management intends to hold them for the medium to long-term.

Recognition and derecognition

Purchases and sales of financial assets are recognised on trade-date - the date on which the Company commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.

When securities classified as available-for-sale are sold, the accumulated fair value adjustments recognised in other comprehensive income are reclassified to profit or loss as gains and losses from investment securities.

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value.

Changes in the fair value of monetary securities denominated in a foreign currency and classified as available-for-sale are analysed between translation differences resulting from changes in amortised cost of the security and other changes in the carrying amount of the security. The translation differences related to changes in the amortised cost are recognised in profit or loss, and other changes in carrying amount are recognised in other comprehensive income. Changes in the fair value of other monetary and non-monetary securities classified as available-for-sale are recognised in other comprehensive income.

Impairment

The Company assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired.

Assets classified as available-for-sale

If there is objective evidence of impairment for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in profit or loss.

Impairment losses on equity instruments that were recognised in profit or loss are not reversed through profit or loss in a subsequent period.

(p) Contributed equity

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(q) Earnings per share ("EPS")

(i) Basic earnings per share

Basic earnings per share is calculated by dividing:

The profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares
by the weighted average number of ordinary shares outstanding during the financial year
(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

The after income tax effect of interest and other financial costs associated with dilutive potential ordinary shares, and
The weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.

(r) New accounting standards and interpretations

Certain new accounting standards and interpretations have been published that are not mandatory for 30 June 2013 reporting periods. The Company's assessment of the impact of these new standards is that there will be no material affect on the accounts.

NOTE 2: FINANCIAL RISK MANAGEMENT

(a) Overview

The Company has exposure to the following risks from their use of financial instruments:

Liquidity risk
Market risk

This note presents information about the Company's exposure to each of the above risks, their objectives, policies and processes for measuring and managing risk, and the management of capital. Further quantitative disclosures are included throughout this financial report.

The Company does not use any form of derivatives as it is not at a level of exposure that required the use of derivatives to hedge its exposure. Exposure limits are reviewed on a continuous basis. The Company does not enter into or trade financial instruments, including derivative financial instrumentals, for speculative purposes.

The Board of Directors has overall responsibility for the establishment and oversight of the risk management framework. The Board monitors and manages the financial risks relating to the operations of the Company through regular review of the risks.

(b) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The Company manages liquidity risk by maintaining adequate cash reserves by continuously monitoring forecast and actual cash flows. The entity does not have any external borrowings.

The Company has total trade and other payables of \$1,786,790 (2012: \$197,831) all due in less than 6 months.

(c) Market risk

Market risk is the risk that changes in the market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Currency risk

The company is exposed to currency risk on exploration expenditures in relation to overseas projects that are denominated in a currency other than the respective functional currencies of the Company, the Australian dollar ("AUD"). The currency in which these transactions primarily are denominated is Euros ("EUR"). The Company does not hedge foreign currency exposures.

The Company's exposure to foreign currency risk at the end of the reporting period, expressed in Australian dollars, was as follows:

Expressed in AUD	2013	2013	2013	2012	2012
	USD	EUR	MKD	EUR	MKD
Trade payables Other receivables- Bank Guarantee	1,431,391 -	- -	- 78,977	- -	- 67,190

Based on the financial instruments held at 30 June 2013, had the Australian dollar weakened/strengthened by a reasonable amount there would be no material impact on the financial statements.

(ii) Interest rate risk

The Company is exposed to interest rate risk on its cash and cash equivalents, which is the risk that a financial instrument's value will fluctuate with the market interest rates on interest-bearing financial instruments. The Company does not use derivatives to mitigate these exposures

The Company adopts a policy of ensuring that as far as possible it maintains excess cash and cash equivalents in short term deposits at interest rates maturing over 30 – 180 day rolling periods.

As at the end of the reporting period, if interest rate had increased/(decreased) by a reasonable amount, there would not be a material impact on the financial statements.

(iii) Price risk

Equity prices risk arises from available-for-sale equity securities held in Thor Mining PLC ("Thor"). Management monitors its investment portfolio based on market indices. Material investments are managed on an individual basis and all buy and sell decisions are approved by the Board of Directors.

The equity investments held by the Company are publically traded on the Australian Stock Exchange ("ASX").

As at the end of the reporting period, if the market value of the investment had increased/(decreased) by a reasonable amount there would be no material impact on the financial statements.

(d) Fair value measurement

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for disclosure purposes.

AASB 7 Financial Instruments: Disclosures requires disclosure of fair value measurement by level of the following fair value measurement hierarchy:

(i) quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
(ii) inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) (level 2),
(iii) inputs for the asset or liability that are not based on observable market data (unobservable inputs) (level 3).

The fair value of financial instruments traded in active markets (such as publically traded derivatives, and trading and available-for-sale securities) is based on quoted market prices at the end of the reporting period. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included in level 1.

As at 30 June 2013 no material assets or liabilities measured at fair value were held by the Company.

NOTE 3: CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Recoverability of deferred exploration and evaluation expenditure

The Company assesses the recoverability of the carrying value of deferred exploration and evaluation expenditure at each reporting date, or at closer intervals should the need arise. The assessment includes a review of the Company's exploration and development plans for each area of interest, the success or otherwise of activities undertaken in those areas in recent times, the likely success of future planned exploration activities and/or any potential plans for divestment of those areas. The carrying value of the deferred exploration and evaluation expenditure is then adjusted, if necessary.

In considering the carrying value of the Plavica Project of \$5,955,380 (2012: \$1,286,123), management has assumed that sufficient funds will be raised, and a feasibility study completed during 2014, to enable the Company to fulfil the requirements to earn its 62% share of the project.

NOTE 4: PARENT ENTITY INFORMATION

The following details information related to the parent entity, Genesis Resources Ltd, at 30 June 2013. The information presented here has been prepared using consistent accounting policies as presented in Note 1.

	2013	2012
	\$	\$
Current assets	2,436,745	858,408
Non-current assets	7,096,781	3,408,819
Total assets	9,533,526	4,267,227
Current liabilities	1,526,581	197,831
Non-current liabilities	-	-
Total liabilities	1,526,581	197,831
Contributed equity	11,590,114	5,949,802
Reserves	18,280	-
Accumulated losses	(3,601,449)	(1,880,406)
Total equity	8,006,945	4,069,396
Loss for the year	(1,721,043)	(1,226,373)
Other comprehensive income for the year	-	(291,061)
Total comprehensive loss for the year	(1,721,043)	(1,517,434)
NOTE 5: OTHER INCOME
	2013	2012
	\$	\$
Gain on sale of available-for-sale investments	-	447,313
Other income	276	-
	276	447,313
NOTE 6: PROFESSIONAL FEES
	2013	2012
	\$	\$
Legal, accounting and other professional fees	(447,670)	(392,045)

Corporate secretarial fees (63,665) (49,175)

(511,335) (441,220)

NOTE 7: ADMINISTRATIVE AND OTHER EXPENSES

	2013	2012
	\$	\$
Travel expenses	(324,972)	(71,788)
Insurance expense	(90,234)	(42,436)
Other expenses	(4,042)	(31,251)
Rent expense	(87,975)	(6,160)
ASX listing fees	(62,117)	(94,189)
Office administrative expense	(107,191)	(29,676)
Advertising expense	(9,145)	(8,000)
Capitalised expenditure written off	-	(379,688)
	(685,676)	(663,188)

NOTE 8: EMPLOYEE BENEFIT EXPENSES

	2013 \$	2012 \$
Director fees	( 488,720)	( 161,425)
Wages and salaries	( 164,416)	-
Employment termination payment	( 1,982)	-
Superannuation contributions	( 39,306)	( 5,342)
	( 694,424)	( 166,767)

NOTE 9: AUDITOR'S REMUNERATION

	2013 \$	2012 \$
Audit fees
PricewaterhouseCoopers	(78,230)	(50,000)
	(78,230)	(50,000)
Non-audit fees
PricewaterhouseCoopers	(19,749)	(36,702)
	(19,749)	(36,702)

The auditor of Genesis Resources Limited for the year ended 30 June 2013 is PricewaterhouseCoopers (2012: PricewaterhouseCoopers).

NOTE 10: INCOME TAX EXPENSE

Income tax expense

	2013 \$	2012 \$
Current tax Deferred tax Adjustments for current tax of prior periods	( 1,679,848) ( 438,794) 2,118,642	134,194 - -
	-	134,194
Numerical reconciliation between tax expense and pre-tax accounting profit
	2013	2012
	\$	\$
Loss before tax	( 1,795,065)	(935,312)
Income tax credit using the Company's domestic tax rate of 30% (2012: 30%)	( 538,519)	(280,594)
Difference in gain on sale of share investment	-	88,807
Non-deductible expenses	28,887	-
Reversal of deductible temporary differences recognised in equity	-	(48,085)
Current year losses for which no deferred tax asset was recognised	509,632	374,066
Total income tax expense	-	134,194
Amounts recognised in equity
Amounts transferred to profit and loss	-	(143,647)
Available-for-sale financial assets	-	9,453
Total income tax recognised directly in equity	-	(134,194)

NOTE 11: CASH & CASH EQUIVALENTS

	2013	2012
	\$	\$
Cash at bank	1,129,833	751,207
Cash and cash equivalents in the statement of cash flows	1,129,833	751,207

NOTE 11: CASH & CASH EQUIVALENTS (cont.)

Reconciliation of cash flows from operating activities:

	2013 \$	2012 \$
Cash flows from operating activities
Loss for the year	(1,795,065)	(935,312)
Adjustments for:
Loss on sale of shares, net of tax	-	(313,119)
Depreciation and amortisation	25,368	247
Exploration and evaluation assets written off	-	379,688
	(1,769,697)	(868,496)
Change in prepayments and other receivables	(182,173)	(54,820)
Change in trade and other payables	241,129	99,922
Net cash used in operating activities	(1,710,741)	(823,394)
NOTE 12: PREPAYMENTS AND OTHER RECEIVABLES	2013 \$	2012 \$
Current
Prepayments	54,707	68,430
Other receivables	137,093	29,144
	191,800	97,574
NOTE 13: OTHER FINANCIAL ASSETS
	2013 \$	2012 \$
Current
Shares in Thor Mining Plc (370,266 shares)	1,852	9,627
Non-current	1,852	9,627

Bank Guarantee (i) 78,977 78,514

(i) On 29 April 2010, the Company deposited 3,202,000 MKD into Central Cooperative Bank AD Skopje, on request from the Macedonian Government as a guarantee over the Company's planned expenditure on the Plavica tenements.

78,977 78,514

NOTE 14: NON CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT

	Plant and equipment	Office equipment	Total
	\$	\$	\$
At 30 June 2012
Cost	-	4,009	4,009
Accumulated depreciation/amortisation	-	( 247)	( 247)
Net book amount	-	3,762	3,762
Year ended 30 June 2013
Opening net book value	-	3,762	3,762
Additions	148,676	85,962	234,638
Disposals	-	-	-
Depreciation/amortisation expense	(14,397)	(10,971)	(25,615)
Closing net book amount	134,279	78,753	213,032

At 30 June 2013
Cost	148,676	89,971	238,647
Accumulated depreciation/amortisation	( 14,397)	( 11,218)	( 25,615)
Net book amount	134,279	78,753	213,032

NOTE 15: EXPLORATION AND EVALUATION ASSETS

	2013	2012
	\$	\$
Opening balance	3,326,543	2,729,564
Capitalised expenditures during the year	4,826,269	976,667
Less : Amount written off during the year	-	( 379,688)
Closing balance	8,152,812	3,326,543

The capital exploration and evaluation asset written off during the year amounted to Nil (30 June 2012 : \$379,688). In 2012, the company decided to temporarily discontinue exploration and evaluation activities relating to Laura River. As such, \$78,556 was written off and captured within the 2012 amount written off. The remaining amount of exploration expenditures written off in 2012 was when the Company did not expect the amounts to be recouped through successful development and exploitation of the area of interest, or alternatively, by its sale. In 2013, the company recommenced operations relating to Laura River and has capitalised related expenditures accordingly.

Laura River and Mt Millar renewal applications have been submitted and are awaiting confirmation from the mining registrar from Queensland. Specific conditions attached to the licences, e.g. expenditure commitments and programs of work, is subject to variation upon renewal. The total value of these licenses comprises \$128,977 of the total asset balance shown above.

The recoverability of carrying amounts of exploration and evaluation assets is dependent on the successful development and commercial exploration or sale of the respective area of interest. This is assessed half yearly at the statement of financial position date.

NOTE 16: DEFERRED TAX ASSETS AND LIABILTIIES

Unrecognised deferred tax assets

Deferred tax assets have not been recognised in respect of the following items:

	2013 \$	2012 \$
Tax losses	2,109,587 2,109,587	847,407 847,407

The deductible temporary differences and tax losses do not expire under current tax legislation. Deferred tax assets have not been recognised in respect of these items because it is not probable that future taxable profit will be available against which the Company can utilise the benefits therefrom.

Recognised deferred tax assets and liabilities

		DTA	DTL		Total
	2013 \$	2012 \$	2013 \$	2012 \$	2013 \$	2012 \$
Exploration and evaluation assets	-	-	( 2,084,122)	( 991,719)	( 2,084,122)	( 991,719)
Property, plant and equipment	-	-	( 2,124)	-	( 2,124)	-
Share issuing costs	-	96,168	-	-	-	96,168
Provisions	337,402	45,958	-	-	337,402	45,958
Other items	131,638	21,693	( 10,664)	( 20,590)	120,974	1,103
Tax loss carry-forward	1,627,870	848,490	-	-	1,627,870	848,490
Tax liabilities /(assets)	2,096,910	1,012,309	( 2,096,910)	( 1,012,309)	-	-
Net tax liabilities/(assets)	2,096,910	1,012,309	( 2,096,910)	( 1,012,309)	-	-

NOTE 17: TRADE AND OTHER PAYABLES

	2013 \$	2012 \$
Trade and other payables	1,786,790 1,786,790	197,831 197,831

NOTE 18: SHARE CAPITAL

	2013		2012
	Number	\$	Number	\$
Fully paid ordinary shares
Balance at beginning of the financial year	79,621,128	5,949,802	53,080,752	4,826,885
Issued of shares during the year	29,863,548	3,224,125	-	-
Rights issued	30,494,892	2,744,540	26,540,376	1,194,317
Share transaction costs	-	(328,353)	-	(71,400)
Balance at end of the financial year	139,979,568	11,590,114	79,621,128	5,949,802

Fully paid ordinary shares carry one vote per share and carry the right to dividends.

Shares issued during the year included the following:

(i) In August 2013, Genesis completed the issue and allotment of 11,863,548 shares to a strategic and sophisticated investor at an issue price of \$0.12 per share and raised \$1,423,625 under the placement.
(ii) In November 2012, Genesis successfully completed a 1-for-3 pro-rata non-renounceable rights issue at an issue price of 9 cents per share. The Company raised \$2,740,000 under the rights issue, and issued a total of 30,949,892 shares
(iii) In December 2012, the Company raised a further \$1,800,000 through a placement of 18,000,000 shares to a number of sophisticated investors at an issue price of \$0.10 per share.
(iv) As at 30 June 2013, there are 19,424,424 unlisted options over ordinary shares, expiring on 4 May 2014 and exercisable at \$0.10 each. There are 7,110,952 unlisted options over ordinary shares, expiring on 11 May 2014 and exercisable at \$0.10 each.

500,000 unlisted options lapsed during the year, on 27 October 2012, exercisable at \$0.20 each.

NOTE 19: RESERVES

	2013 \$	2012 \$
Balance 1 July	-	291,061
Revaluation (gross)	-	31,511
Transfer to profit or loss (net of tax) (i)	-	(313,119)
Foreign exchange difference (ii)	95,533	-
Deferred tax	(28,660)	(9,453)
Balance 30 June	( 66,873)	-

(i) Represents a gross transfer of \$447,313 less tax of \$134,194 in 2012.

(ii) The foreign exchange differences arising from the transactional timing between receiving good and services and paying for these items are recognised in other comprehensive income, as described in Note 1 (o) and accumulated in a separate reserve within equity.

NOTE 20: ACCUMULATED LOSSES

	2013	2012
	\$	\$
Balance 1 July	( 1,880,406)	( 945,094)
Net loss for the year	( 1,795,065)	( 935,312)
Balance 30 June	( 3,675,471)	( 1,880,406)

NOTE 21: KEY MANAGEMENT PERSONNEL DISCLOSURES

Key management personnel consists of the directors of the Company, as disclosure in the Director's Report on pages 11 to 22.

a) Key management personnel compensation

	2013 \$	2012 \$
Short term employment benefits	488,720	161,425
Post employment benefits	24,750	5,342
	513,470	166,767

Detailed remuneration disclosures are provided in the Remuneration Report on pages 32 to 34.

b) Equity instrument disclosures relating to key management personnel

Share holdings

The number of shares in the company held during the financial year by each director of Genesis and other key management personnel of the Company, including their personally related parties, are set out below. There were no shares granted during the reporting period as compensation.

Fully paid ordinary shares 2013	Balance at 1 July 2012	Shares Acquired/ Other	Shares Disposed/ Other	Options Exercised	Net Change	Balance at 30 June 2013
Directors of Genesis Resources Limited
E. Pang	3,210,000	-	-	-	-	3,210,000
P. Kong	1,458,750	-	-	-	-	1,458,750
J. Karajas	-	-	-	-	-	-
A. Lim^	-	1,100,000	-	-	1,100,000	1,100,000
K. Lim^	-	22,117,930	-	-	22,117,930	22,117,930
J. Zee	-	-	-	-	-	-
A. Parker*	-	-	-	-	-	-
P. Volpe	-	2,222,222	-	-	2,222,222	2,222,222
D. Wee	1,860,000	-	-	-	-	1,860,000
Total	6,528,750	25,440,152	-	-	25,440,152	31,968,902

(i) *Director resigned during the period.

(ii) ^Directors appointed during the period

Fully paid ordinary shares 2012	Balance at 1 July 2011	Shares Acquired	Shares Disposed/ Other	Options Exercised	Net Change	Balance at 30 June 2012
Directors of Genesis Resources Limited
E. Pang	2,140,000	1,070,000	-	-	1,070,000	3,210,000
D. Wee	1,240,000	620,000	-	-	620,000	1,860,000
P. Kong^	972,500	486,250	-	-	486,250	1,458,750
P. Volpe^	-	-	-	-	-	-
J. Zee^	-	-	-	-	-	-
K. Sener*	4,250,000	-	(4,250,000)	-	(4,250,000)	-
A. Parker	-	-	-	-	-	-
Total	8,602,500	2,176,250	(4,250,000)	-	(2,073,750)	6,528,750

(i) *Director resigned during the period. As at 19 March 2012, being the date of Mr Sener's resignation, Mr Sener had a relevant interest in Nil shares in Genesis

(ii) ^Directors appointed during the period

Options

The number of options over ordinary shares in the Company held during the financial year by each director and other key management personnel of the Company, including their personally related parties, is set out below. There were no options granted during the reporting period as compensation.

Directors	Options held at 1 July 2012	Options Acquired	Options Disposed/Other	Options Exercised	Options held at 30 June 2013
E. Pang	1,070,000	-	-	-	1,070,000
P. Kong	486,250	-	-	-	486,250
J. Karajas	-	-	-	-	-
A. Lim^	250,000	-	-	-	250,000
K. Lim^	-	-	-	-	-
J. Parker*	-	-	-	-	-
P. Volpe	-	-	-	-	-
D. Wee	620,000	-	-	-	620,000
J. Zee	-	-	-	-	-

(i) ^Directors appointed during the period

(ii) *Director resigned during the period.

c) Loans to and from key management personnel

No loans were made to the directors of Genesis and other key management personnel of the Company, including their personally related parties.

d) Other transactions with key management personnel

A number of key management persons, or their related parties, hold positions in other entities that result in them having control or significant influence over the financial or operating policies of those entities.

A number of these entities transacted with the Company in the reporting period. The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or which might reasonably be expected to be available, on similar transactions to non-key management personnel related entity on an arm's-length basis.

The aggregate value of transactions and outstanding balances related to key management personnel and entities over which they have control or significant influence were as follows:

			Transactions value year
		Transaction	ended 30 June
			2013	2012
Key management person	Note		\$	\$
Mr. John Karajas	(i)	Geological Service	96,952	-
Mr. Deric Wee	(i)	Geological Service	16,800	107,645
Mr. Patrick Volpe	(ii)	Consultancy fees	-	15,000

(i) Provision of geological consulting and tenement management services as well as general company management services at normal commercial rates.
(ii) The Company engaged Trayburn Pty Ltd, an entity controlled by Mr. Patrick Volpe, to provide consultancy services in relation to various projects. Amounts were billed based on normal market rates for such services and were due and payable under normal payment terms.

NOTE 22: DIVIDENDS

No dividends were declared during the relevant period.

NOTE 23: RELATED PARTY TRANSACTIONS

Related parties of the Company consist of the Key Management Personnel disclosed in Note 21. There are no other related party transactions.

NOTE 24: SEGMENT REPORTING

The Company has reportable segments, as described below, which are the Company's business units. The two business units, are Australia and Macedonia, are managed separately because they are regulated under different authorities. For each of the business units, the Company's Managing Director reviews internal reports on at least a quarterly basis. The following summary describes the operations in each of the Company's reportable segments:

Australia Includes copper, iron, gold, manganese and other base metal exploration projects in the Northern Territory and Queensland.
Macedonia Includes a base metal and gold exploration project.
Head office Includes the central administration of Australia and Macedonia.

The accounting policies of the reportable segments are the same as described in Note 1.

Information regarding the results of each reportable segment is included below. As both segments are in the early stages of exploration, there is no associated segment profit, as expenditure is capitalised. Comparative segment information has been represented in conformity with the requirements of AASB 8 Operating Segments.

	Australia		Macedonia		Head Office		Total
	2013	2012	2013	2012	2013	2012	2013	2012
	\$	\$	\$	\$	\$	\$	\$	\$
Other income	-	-	-	-	276	447,313	276	447,313
Operating expenses of which relates to write	-	( 379,688)	( 74,150)	-	( 1,817,009)	( 891,487)	( 1,891,159)	( 1,271,175)
off exploration and evaluation assets	-	( 379,688)	-	-	-	-	-	( 379,688)
Reportable segment loss before income tax	-	( 379,688)	( 73,875)	-	( 1,817,009)	( 421,430)	( 1,890,884)	( 801,118)
Exploration and evaluation assets	2,199,432	2,040,421	5,953,380	1,286,122	-	-	8,152,812	3,326,543
Total segment assets	2,199,432	2,040,421	5,955,380	1,286,122	2,586,454	940,684	10,741,2666	4,267,227
Total segment liabilities	1,453,596	36,960	260,209	-	72,985	160,871	1,786,790	197,831
G e n e s i s R e s o u r c e s L i m i t e d			2 0 1 3 A n n u a l R e p o r t				P a g e 65

NOTE 25: EARNINGS PER SHARE

Basic and diluted earnings per share

The calculation of basic and diluted earnings per share at 30 June 2013 was based on the loss attributable to ordinary shareholders of \$1,795,065 (2012: \$935,312) and a weighted average number of ordinary shares outstanding of 120,381,067 (2012: 57,089,038), calculated as follows:

Profit attributable to ordinary shareholders	2013 \$	2012 \$
Loss for the year	(1,795,065)	(935,312)
Loss attributable to ordinary shareholders	(1,795,065)	(935,312)
Weighted average number of ordinary shares
Issued ordinary shares at 1 July	79,621,128	53,080,752
Shares issued on 9 August 2012	11,863,548	-
Rights issue shares issued on 30 November 2012/ May 2012	30,494,892	26,540,376
Shares issued on 30 December 2012	18,000,000	-
Weighted average number of ordinary shares at 30 June	120,381,067	57,089,038
Basic Loss per share (cents per share) Diluted Loss per share (cents per share)	(1.49) (1.22)	(1.64) (1.64)

NOTE 26: SUBSEQUENT EVENTS

On 16 July 2013, the Company has entered into a capital raising mandate with an advisory house based in Malaysia. Under the mandate the advisory house will place up to 20,297,685 shares to raise \$1,889,792 at an issue price of \$0.09 per share.

On the 16 July 2013 the Company has completed the issue and allotment of 13,998,290 shares at an issue price of \$0.09 per shares. The Company has raised \$1,259,936 under the placement to fund the Company's significant and sustained drilling programs at the Plavica Project in Macedonia.

On 19 September 2013, the Company secured a \$3,000,000 loan facility which provides the Company with immediate access to funds upon draw down as and when required. The initial drawdown of this facility is \$1,000,000 and the repayment date is one year from the initial drawdown date. The interest rate is 8% per annum and may be converted into equity if mutually agreed upon between the Company and the lender.

Other than the above, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or even of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operations of the Company, the results of those operations, or the state of affairs of the Company, in future financial years.

NOTE 27: COMMITMENTS

a) Exploration permits- Expenditure requirements

In order to maintain current rights of tenure to exploration permits, the Company is required to perform minimum exploration work to meet minimum expenditure requirements. These obligations may vary over time, depending on the Company's exploration and priorities.

These obligations are not provided for in the financial report and are payable as follows:

	2013 \$	2012 \$
Contracted but not provided for and payable:
Within one year	597,925	342,685
One year or later and no later than five years	60,925	389,729
Later than five years	-	-
Total	658,850	732,414

The Laura River renewal application has been submitted and we are awaiting confirmation from the mining registrar from Queensland. The Mt Millar Mining Lease application has been submitted and we are awaiting confirmation from the mining registrar from the NT. Consequently, no commitments relating to the tenements are captured above but the Company plans to meet the minimum expenditure requirements once known.

b) Commitments- Plavica Projects

The Company plans to meet the conditions of the joint venture agreement with its joint venture partner, Sileks; namely by paying for all work expenditures up to the completion of the FFS to earn a 62% interest in the Plavica project in Macedonia. Expenditure for the 2014 financial year is estimated to be \$8,500,000, of which \$4,500,000 represents committed expenditures.

NOTE 28: CONTINGENCIES

The directors are not aware of any contingent liabilities to which the Company may be exposed to as at 30 June 2013 (2012: Nil) and into the foreseeable future, which have not been noted with these financial statements.

NOTE 29: COMPANY DETAILS

The registered office of the Company is:

Genesis Resources Limited Level 1, 61 Spring Street Melbourne, Victoria 3000

DIRECTORS' DECLARATION

In the directors' opinion:

(a) the financial statements and notes set out on pages 40 to 64 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements, and
(ii) giving a true and fair view of the group's financial position as at 30 June 2013 and of its performance for the financial year ended on that date, and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The directors have been given the declarations by the managing director and chief financial officer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the directors.

Mr Peter Kong Managing Director 26 September 2013

ADDITIONAL SECURITIES EXCHANGE INFORMATION

Number of Holdings of Equity Securities as at 26 August 2013

The fully paid issued capital of the Company consisted of 153,982,858 ordinary fully paid shares held by 336 shareholders. Each share entitles the holder to one vote.

There are 19,424,424 unlisted options over ordinary shares, expiring on 4 May 2014 and exercisable at \$0.10 each. The options do not carry a right to vote.

There are 7,110,952 unlisted options over ordinary shares, expiring on 11 May 2014 and exercisable at \$0.10 each. The options do not carry a right to vote.

Distribution of Holders of Equity Securities as at 26 August 2013

Range	Total holders	Units	% Issued capital
1 – 1,000	7	583	0.00
1,001 – 5,000	8	30,225	0.02
5,001 – 10,000	63	611,500	0.40
10,001 – 100,000	174	5,858,928	3.80
100,001 – 9,999,999,999	84	147,481,622	95.78
Rounding			0.00
Total	336	153,982,858	100.00

Unmarketable Parcels as at 26 August 2013

Unmarketable Parcels	Minimum parcel size	Holders	Units
Minimum \$ 500.00 parcel at \$0.09 per unit	5,556	15	30,808

Substantial Shareholders as at 26 August 2013

Rank	Shareholder	No.	%
1	S Active Holding Sdn Bhd	22,117,930	14.36
2	Mr Edwin Sugiarto	15,000,000	9.74
3	China Century Overseas Ltd	13,998,290	9.09
4	Indigo Pearl Capital Ltd	11,831,551	7.68
5	Clancy Exploration Limited	8,157,000	5.30

Twenty Largest Holders of Quoted Equity Securities as at 26 August 2013

Rank	Shareholder	Units	% of issued capital
1.	S ACTIVE HOLDING SDN BHD	22,117,930	14.36
2.	MR EDWIN SUGRIARTO	15,000,000	9.74
3.	CHINA CENTURY OVERSEAS LTD	13,998,290	9.09
4.	BERNE NO 132 NOMINEES PTY LTD <600835 A/C>	9,128,000	5.93
5.	CLANCY EXPLORATION LIMITED	6,032,000	3.92
6.	POLARITY B PTY LTD	5,794,681	3.76
7.	CHIN NIAP MAH	5,000,000	3.25
8.	CHE HOE WONG	5,000,000	3.25
9.	MR HOCK GUAN NG	4,164,383	2.70
10.	MS SIEW BEE TAN	4,000,000	2.60
11.	MS SIEW BEE TAN	4,000,000	2.60
12.	HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	3,821,187	2.48
13.	INNER IVORY INVESTMENTS INC	3,375,000	2.19
14.	MS LAI YOONG LIM	3,290,000	2.14
15.	BERNE NO 132 NOMINEES PTY LTD <601299 A/C>	2,703,551	1.76
16.	BERNE NO 132 NOMINEES PTY LTD <602987 A/C>	2,703,551	1.76
17.	VERMAR PTY LTD	2,222,222	1.44
18.	CLANCY EXPLORATION LIMITED	2,125,000	1.38
19.	CHIN HUAN NG	2,000,000	1.30
20.	LAI YOONG LIM	1,889,382	1.23
	Top 20 Holders Of Ordinary Fully Paid Shares as at 2 August 2013	118,365,177	76.88
	Remaining Holders Balance	35,617,681	23.12

Other Information

The name of the Company Secretary is Ms Sophie Karzis. The address of the principal registered office in Australia, and the principal administrative office is Level 1, 61 Spring Street, Melbourne, Victoria 3000, Australia, telephone is +61 (0) 3 9286 7500.

The Company is listed on the Australian Securities Exchange. The home exchange is Perth. Registers of securities are held by Computershare Investor Services Pty Ltd, Yarra Falls, 452 Johnston Street, Abbotsford, 3067, Victoria, 3067, local call is 1300 850 505, international call is + 61 3 9415 4000.

AI assistant

GENESIS RESOURCES LIMITED — Annual Report 2013

64980_rns_2013-09-25_caf2e32f-8044-477c-8477-d4ad1b206581.pdf

GENESIS RESOURCES LIMITED ACN 114 787 469

CONTENTS

CORPORATE DIRECTORY

GENESIS RESOURCES LIMITED ACN 114 787 469

Letter from the Chairman

The Year in Review

Plavica Project

Director appointments and resignation

Capital raising

Change of registered office

Outlook

DIRECTORS' REPORT

DIRECTORS

EDDIE PANG, Chairman

PETER KONG, Managing Director

JOHN KARAJAS, Non-Executive Director

ALEX LIM, Non-Executive Director

KIM HENG LIM, Non-Executive Director

PATRICK VOLPE, Non-Executive Director

DERIC WEE, Non-Executive Director

JOHN ZEE, Non-Executive Director

ALLAN JOHN PARKER, Former Non-Executive Director

Senior Management

SOPHIE KARZIS, Company Secretary

PATRICIA WONG, Chief Financial Officer

JAMES PATTERSON, Exploration Manager (Australia)

Operating and Financial Review

Nature of Operations and Principal Activities

Exploration Activities - Overview

Plavica Project (the Republic of Macedonia)

Gladstone-Mount Miller Mn Project

Alice Springs Project

Arltunga Project

Exploration Activities - Macedonia

PLAVICA PROJECT (Right to acquire 62% interest)

Gold, Silver, Copper

Exploration Activities - Australia

GLADSTONE PROJECT, Manganese (GES 100%)

ALICE SPRINGS PROJECT, Iron Ore, Copper, Gold (GES 100%)

ARLTUNGA PROJECT, Gold (GES 100%)

CSAMT survey results

MCARTHUR RIVER PROJECT, Manganese, Lead, Zinc (GES 100%)

FENN GAP PROJECT, Iron Ore, Manganese, (GES 100%)

PIONEER PROJECT, Gold (GES 100%)

LAURA RIVER PROJECT, Gold, Platinum, Palladium (GES 100%)

Schedule of Tenements as of 30 June 2013

Directors' Meetings

Directors' Security Holdings

Remuneration of Directors and Key Management Personnel

Share based payments to Directors and Senior Management

Securities on issue

Financial Results

State of Affairs

Key Business Strategies for FY2014

Key Business Risks

Events Subsequent to Balance Date

Capital Raising

No other events

Environmental Regulation and Performance

Dividends

Indemnification and Insurance of Officers

Auditor Independence and Non-Audit Services

Non-Audit Services

Proceedings on Behalf of the Company

Remuneration Committee

Competent Person

REMUNERATION REPORT (AUDITED)

Director Details

Remuneration Policy

Remuneration of Non-Executive Directors

Retirement Benefits

Relationship between the Remuneration Policy and Company Performances

Remuneration of Directors and Key Management Personnel

Auditor

Directors' Resolution

CORPORATE GOVERNANCE STATEMENT

Principle 2 – Structure the Board to add value

GENESIS RESOURCES LIMITED Annual Report 2013