GENESIS RESOURCES LIMITED - Annual Report 2021

GENESIS RESOURCES LIMITED ACN 114 787 469

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ANNUAL REPORT 30 JUNE 2021

CONTENTS
CORPORATE DIRECTORY	3
DIRECTORS’ REPORT	4
REMUNERATION REPORT (AUDITED)	16
CORPORATE GOVERNANCE STATEMENT	20
AUDITOR’S INDEPENDENCE DECLARATION	21
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	22
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	23
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY	24
CONSOLIDATED STATEMENT OF CASH FLOWS	25
NOTES TO THE FINANCIAL STATEMENTS	26
DIRECTORS’ DECLARATION	48
INDEPENDENT AUDITOR’S REPORT	49
ADDITIONAL SECURITIES EXCHANGE INFORMATION	53

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CORPORATE DIRECTORY

GENESIS RESOURCES LIMITED ACN 114 787 469

DIRECTORS	Mr Eddie Lung Yiu Pang	Managing Director & Executive Chairman
	Mr Kim Heng Lim	Non-Executive Director
	Mr Yau Young Lim	Non-Executive Director
	Mr Chin Niap Mah	Non-Executive Director
	Mr James Patterson	Non-Executive Director
	Mr Deric Kok Bin Wee	Non-Executive Director
COMPANY SECRETARY	Ms Alyn Tai
CHIEF FINANCIAL OFFICER	Ms Patricia Wong
REGISTERED OFFICE	Level 8
	555 Bourke Street	T +61 3 9321 9834
	Melbourne Victoria 3000
SHARE REGISTER	Computershare	T (local call) 1300 850 505
	Yarra Falls,	T (international call) + 61 (0) 3 9415 4000
	452 Johnston Street Abbotsford,
	Victoria 3067
AUDITOR	RSM Australia Partners	T + 61 (0) 3 9286 8000
	Level 21	F + 61 (0) 3 9286 8199
	55 Collins Street
	Melbourne, Victoria 3000
WEBSITE ADDRESS	www.genesisresourcesltd.com.au
KEY UPCOMING DATES	2021 Annual General Meeting:	10:30am on Monday, 22 November 2021
	Closing date for receipt of director	Monday 4 October 2021
	nominations prior to the 2021
	Annual General Meeting:
Genesis Resources Limited is a public company limited by shares, incorporated and domiciled in Australia
whose shares are publicly traded	on the Australian Securities Exchange (ASX: GES).

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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 2021. 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:

Current Directors

EDDIE LUNG YIU PANG Managing Director, 28 September 2015 – present Executive Chairman, 26 November 2015 – present Non-Executive Chairman, 28 September 2015 – 25 November 2015 Executive Chairman, 1 December 2013 – 27 September 2015 Non-Executive Chairman, 6 March 2009 – 30 November 2013 KIM HENG LIM Non-Executive Director, 31 May 2016 – present YAU YOUNG LIM Non-Executive Director, 21 November 2016 – present CHIN NIAP MAH Non-Executive Director, 31 May 2016 – present JAMES PATTERSON Non-Executive Director, 24 October 2016 – present DERIC KOK BIN WEE Non-Executive Director, 11 December 2009 – 26 November 2012, and 16 January 2013 – present

EDDIE PANG, Managing Director & Executive Chairman

Eddie Pang was appointed to the Board in March 2009. Mr Pang 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.

Mr Pang 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.

Mr Pang also served as a director of ASX listed company Lincoln Minerals Ltd (ASX: LML) from 1 December 2013 until 22 November 2019.

Mr Pang currently has a relevant interest in 3,210,000 fully paid ordinary shares in the Company.

KIM HENG LIM, Non-Executive Director

Mr Lim has an MBA from Southern California University and is the founder and managing director of Senheng Electric (KL) Sdn Bhd (Senheng Electric), a large retail outlet chain in Malaysia, which was established in 1989 and has more than 130 stores retailing electronics. Mr Lim has won several awards, including Franchise of the Year, Entrepreneur of the Year, and Best Employer of Choice.

Mr Lim has not held any directorships of other ASX listed companies in the last three years. Mr Lim currently has a relevant interest in 281,924,863 fully paid ordinary shares in the Company.

YAU YOUNG LIM, Non-Executive Director

Mr Lim obtained his Bachelor of International Business degree from Macquarie University (Sydney, Australia) in 2009, and a Master of Business in Marketing from the University of Technology in Sydney in 2011. He also obtained an executive degree in Business Analytics & Big Data from the Harvard Business School in 2016. In 2019, he was recognised as a certified HRDF trainer.

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Mr Lim started his career in 2011 at Senheng Electric (KL) Sdn Bhd, Malaysia's largest consumer electrical retail store, as the Head of Marketing, where he was mainly responsible for corporate marketing and branding of the company. He subsequently held roles as Head of Merchandising, Head of Customer Loyalty & Big Data, Head of Training and Development, and Head of Recruitment. He left Senheng Electric (KL) Sdn Bhd in 2019.

Mr Lim also served as the Executive Assistant to the Chief Operating Officer of Petsmore Sdn Bhd, Malaysia’s largest pet retail store.

Mr Lim currently serves as Chief Operating Officer at SH Retail Academy Sdn Bhd, a training academy specialised in creating and conducting programs with emphasis on the retail industry. SH Retail Academy Sdn Bhd was founded in September 2019 to support Malaysian SMEs, especially in the retail industry, to grow by increasing productivity through digitalisation and upskilling of employees.

Mr Lim currently sits on the board of Purple League Sports Management Sdn Bhd, the organiser of Malaysia's first professional badminton league, with the world's top players and participation of more than 15 countries, and which is broadcasted in more than 10 countries.

Mr Lim currently has a relevant interest in 109,043,587 fully paid ordinary shares in the Company.

CHIN NIAP MAH, Non-Executive Director

Mr Mah obtained the Chartered Certified Accountant qualification from the Association of Chartered Certified Accountants (ACCA) in 2004 and is currently a Fellow member of ACCA and the Malaysian Institute of Accountants. Mr Mah possesses more than 25 years of finance and accounting experience, having held positions in various companies from a diverse range of industries. He also holds an MBA from Golden State University. Mr Mah has served as the Chief Financial Officer of Senheng Electric since September 2008.

Mr Mah has not held any directorships of other ASX listed companies in the last three years. Mr Mah does not have a relevant interest in any shares in the Company.

JAMES PATTERSON, Non-Executive Director

Mr Patterson, who served as the Company’s Exploration Manager until 30 April 2019, is a geologist with over 25 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. He is a Member of the Australian Institute of Geoscientists (AIG).

Mr Patterson has not held any directorships of other ASX listed companies in the last three years. Mr Patterson does not have a relevant interest in any shares in the Company.

DERIC WEE, Non-Executive Director

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

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

Mr Wee has not held any directorships of other ASX listed companies in the last three years. Mr Wee currently has a relevant interest in 1,860,000 fully paid ordinary shares in the Company.

Senior Management

Alyn Tai, Company Secretary

Alyn Tai, LL.B (Hons) is a corporate and commercial lawyer who specialises in the areas of corporate governance, mergers and acquisitions, and equity capital markets.

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PATRICIA WONG, Chief Financial Officer

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

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 consolidated entity’s activities during the year.

Exploration Activities - Overview

During the financial year, the consolidated entity undertook various feasibility studies in relation to its Macedonian Project.

Plavica Project (Macedonia)

The completed Mining Project was submitted to the Ministry of Economy in the Government of North Macedonia on 23 March 2021. It has subsequently passed the assessment by the Audit and Revision Committee appointed by the Ministry of Economy on 31 May 2021. The completion and reporting of the ongoing environmental studies would be the last required submission for the Application of Mining Approval.

‘CleanTech’ of Clean Mining is the processing technology adopted in Plavica’s Mining Project. The Clean Mining technique uses a non-toxic, water soluble, non-flammable inorganic compound to extract gold after the crushing and milling processes are completed.

Fieldwork throughout the year has been limited and confined to the ongoing monitoring of water bores and surface sites and reading dust monitoring sites throughout the project area.

Australian Projects

No field work was carried out on the Australian Tenements during the year due to the impacts of Covid-19. Drill programs were planned at both the Alice Springs and Arltunga tenements but Contract geological staff were unavailable in both Qld and WA.

The full surrender of the Gladstone Exploration Permit was lodged on 22 June 2021.

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Exploration Activities - Macedonia

PLAVICA PROJECT (62% interest)

Gold, Silver, Copper

The Plavica Project is administered through a joint venture Company, Silgen Resources International Ltd, Kratovo, ( Silgen Resources or JV Company ) which is 62% owned by Genesis and 38% owned by the nominee of Genesis’ Macedonian-based joint venture partner RIK Sileks AD Kratovo ( Sileks ). Following the parties’ incorporation of the JV Company in 2015, Sileks transferred the ownership of all assets it held in respect of the Plavica tenement (including the concession licence, all exploration results, associated data and the Government-mandated final feasibility study reports) to the JV Company. In May 2015, the Macedonian Government granted a 30-year Exploitation Licence to Silgen Resources.

Figure 1 shows the location of Plavica Gold-Copper-Silver Project in the Republic of Macedonia.

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

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Exploration Activities - Australia

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Figure 2: Location of Australian Projects.

ARLTUNGA PROJECT: Copper, Gold (EL25238) (GES 100%)

The Arltunga Gold Project consists of Exploration Licence EL25238 covering 95.2 sq km, is located approximately 110 km northeast of Alice Springs (Figure 2) in the vicinity of the Arltunga Goldfield. Thirty three historical gold mines and prospects are known in the licence area. EL25238 covers 31 sub blocks.

A Licence Renewal Application was lodged on 23 October 2020. This application was approved on 18 January 2021 for a further one year period. The new expiry date is 7 November 2021.

The 14 Annual Technical Report was lodged on 9 November 2020 and accepted as satisfactory on 17 November 2020.

Genesis contacted The Department of Industry, Tourism and Trade on 21 September 2020 to explain that Terra Search Pty Ltd, the company Genesis had contracted to undertake the drilling program in October 2020, could not proceed with the exploration program until March 2021 due to COVID-19 border restrictions. Genesis requested an expenditure covenant amendment and this was approved on 28 September 2020.

The Mining Management Plan (MMP) update was lodged on 1 March 2021.

An Application to the Aboriginal Areas Protection Authority (AAPA) for an Authority Certificate was made on 14 November 2019. Authority Certificate C2020/028 was issued on 4 June 2020.

The current Central Land Council Sacred Site Clearance Certificate expires on 31 December 2020. Genesis requested an extension of the certificate on 1 December 2020. A liaison meeting with CLC and the Native Title Holders was held on 13 April 2021.

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A Reverse Circulation (RC) drilling program is planned in mid 2021.

No field work was carried out during the current Quarter.

ALICE SPRINGS PROJECT: Copper, Gold, Iron (EL24817) (GES 100%)

The Alice Springs Project consists of Exploration Licence EL24817 covering 372.59 sq km, and is located approximately 110-155 km northeast from Alice Springs in the Northern Territory (Figure 2) . EL24817 covers 118 sub-blocks.

An Application to the Aboriginal Areas Protection Authority for an Authority Certificate was made on 14 November 2019. Authority Certificate C2020/028 was issued on 4 June 2020.

Genesis contacted The Department of Industry, Tourism and Trade on 4 March 2021 to explain that Terra Search Pty Ltd, the company Genesis had contracted to undertake the drilling program in March 2021, could not proceed with the exploration program until May 2021 due to COVID-19 border restrictions. Genesis requested an expenditure covenant amendment for operational year 15 of the licence. This was approved on 26 March 2021.

A Licence Renewal Application was lodged on 9 April 2021 and approved on the 17 May 2021 for a further one year period. The new expiry date is the 17 April 2022.

The 15 Annual Activity Report was lodged on 25 August 2021.

A request to waiver the Mining Management Plan (MMP) update submission because no changes to activities were planned was lodged on 24 February 2021 and approved on the 25 February 2021.

No field work was carried out. A Reverse Circulation (RC) drilling program is planned in mid 2021.

GLADSTONE PROJECT: Manganese (EPM15771) (GES 100%)

The Gladstone-Mount Miller Project consists of Exploration Licence (EPM15771) covering 24.35sq km and is located approximately 15 km by road from the port of Gladstone on the east coast of central Queensland (Figure 2). 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.

A Full Surrender of Permit Application was lodged on the 22 June 2021.

The 14 and Final Activity Report was lodged on 22 June 2021.

PIONEER PROJECT: Gold (EPM15619) (GES 100%)

The Pioneer Project consists of one granted Exploration Permit Mineral (EPM15619) covering 6.23 sq km, approximately 70 km by road from Bundaberg via the Bruce Highway in Queensland (Figure 2) . 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 14 Annual Technical Report was lodged on 6 August 2020.

A Licence Renewal Application was lodged on 22 April 2020 requesting a further two year period. This application was approved on 30 June 2020. The new expiry date is 2 August 2022. EPM15619 covers 2 sub blocks.

Reconnaissance mapping was undertaken in August 2019. A number of pegmatites were sampled for Lithium plus Au and base metals. Results were disappointing.

Prospect scale mapping was conducted at Pioneer during the December Quarter. Due to the drought in SE Australia, the grass was at a minimum resulting in maximum exposure of outcrop. As a result a number of previously unmapped old workings and quartz veins were discovered. Planned work now includes Pole dipole IP and ground magnetics to help define targets prior to drilling.

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No field work was carried out.

McARTHUR RIVER PROJECT: Manganese (EL24814) (GES 100%)

The McArthur River project consists of Exploration Licence EL24814 covering 380.88 sq km and is located approximately 850 km south east of Darwin in the Northern Territory and 450 km north-west of Mount Isa in Queensland (Figure 2) . The project area contains the Masterton No2 manganese occurrence. EL24814 covers 116 sub-blocks.

Genesis contacted The Department of Industry, Tourism and Trade on 4 March 2021 to explain that due to COVID-19 restrictions Genesis were unable to proceed with a reconnaissance mapping program during 2020. Genesis requested an expenditure covenant amendment for operational year 15 of the licence. This was approved on 26 March 2021. The landowners approved a site visit for reconnaissance mapping during 2021 on the 21 March 2021.

A Licence Renewal Application was lodged on 9 April 2021 and approved on the 17 May 2021 for a further one year period. The new expiry date is the 17 April 2022.

The 15 Annual Technical Report was lodged on 22 April 2021 and accepted as satisfactory on 30 April 2021.

A request to waiver the submission of the annual Mining Management Plan Update was accepted on 16 November 2020 as the exploration program had not changed from the previous application in November 2019.

No field work was carried out. A full review of all data available is underway to guide further exploration on the tenement.

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TENEMENTS AS AT 30 JUNE 2021

PROJECT	TENEMENT NUMBER COMMODITY COMPANY’S BENEFICIAL INTEREST CURRENT AREA (KM2) CURRENT HOLDER COUNTRY/ STATE

Alice Springs	EL24817 Copper-Iron-Gold 100 372.59 Genesis NT
Arltunga	EL25238 Gold-PGE 100% 95.2 Genesis NT
Pioneer	EPM15619 Gold 100% 6.23 Genesis QLD
McArthur River	EL24814 Manganese-Base Metals 100% 380.88 Genesis NT
Plavica & Crn Vrv	19-6648/1 Gold-Silver-Copper 62% 16.85 Silgen Resources North Macedonia

All tenements noted above are Exploration Licences except Plavica in Macedonia which is an Exploitation Licence.

*An Application for Full Surrender of Gladstone EPM15771 was lodged on the 22 June 2021.

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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	3	3
K. Lim	3	3
Y. Lim	3	3
C. Mah	3	3
J. Patterson	3	1
D. Wee	3	3

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 the relevant interests in shares and options over unissued shares in the Company which were held by each Director over the year. This information is current at the date of this report or, in the case of former directors, as at the date of resignation.

Directors	Fully Paid Ordinary Shares	Options
E. Pang	3,210,000	0
K. Lim	281,924,863	0
Y. Lim	109,043,587	0
C. Mah	0	0
J. Patterson	0	0
D. Wee	1,860,000	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 2021, the only securities on issue in Genesis were 782,841,294 fully paid ordinary shares. No options were on issue during the year. There are no other classes of equity securities on issue.

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Financial Results

The loss after tax of the consolidated entity for the financial year attributable to the members of Genesis Resources Limited was $2,200,876.The loss was mainly due to professional, consultancy and administrative fees incurred during the year.

The total assets of the entity have increased by $156,334 during the financial year from $21,949,523 as at 30 June 2020 to $22,105,857 at 30 June 2021, mainly as a result of further capitalisation of exploration assets in the financial year.

State of Affairs

Director resignations and appointments during the year

There have been no Director resignations or appointments during the year.

No changes in state of affairs of the Company

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

Key Business Strategies for FY2022

In the 2022 financial year, the consolidated entity 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 continued focus on its Plavica Project in Macedonia.

Strategies for Plavica Project

The Strategy for the Plavica project, now that the Exploration for oxide gold has been completed, is to continue with feasibility studies to process the ore withthe Clean Tech, or similar, plant. Metallurgical studies are ongoing to determine the best method of processing the ore at Plavica.

In addition, a number of Feasibility studies have been completed for the Macedonian Government and these will continue together with the collection of baseline data for an ESIA.

Strategies for Australian Projects

After a review of the Gladstone Manganese project a decision was made to relinquish this tenement. The old mine workings had been tested at depth without any significant mineralisation. In addition the project was next to encroaching suburbs of Gladstone and the Colliope Conservation Park

Drill targets have been better defined at the Arltunga, Alice Springs and Pioneer gold tenements and it is hoped that these will be drilled in the coming year, once Covid-19 plays less of an impact on recruiting contract geological personnel. The Arltunga and Alice Springs drill programs have already been planned and approval given from Native Title groups.

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) Capital/going concern – The consolidated entity will require further financing, in particular to advance the Plavica Project, further explore the consolidated entity’s many Australian projects, and repay loans. Whilst the current climate for capital raising is challenging, the consolidated entity has previously been successful in raising both equity and debt capital to fund its activities. The Directors continue to be confident in the consolidated entity’s ability to raise funds as and when the need arises. However, the existence of these material uncertainties do give rise to significant doubt as to whether the consolidated entity can continue as a going concern (see Note 1(e) to the financial statements).
(b) Title risks and Native Title – The consolidated entity’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. Genesis

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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.

(c) 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.
(d) Joint Ventures – The Plavica Project is being developed through a joint venture relationship. 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).
(e) 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.
(f) 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.
(g) 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

No events subsequent to balance date.

Environmental Regulation and Performance

The consolidated entity’s operations are subject to significant environmental regulations under Commonwealth or State legislation. However, the Directors believe that the consolidated entity 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 consolidated entity.

Dividends

No dividends have been declared by the Directors for this financial year (2020: none).

Indemnification and Insurance of Officers

During the financial year, the consolidated entity 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.

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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.

Indemnity and Insurance of Auditor

The company has not, during or since the end of the financial year, indemnified or agreed to indemnify the auditor of the company or any related entity against a liability incurred by the auditor.

During the financial year, the company has not paid a premium in respect of a contract to insure the auditor of the company or any related entity.

Auditor’s Independence

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out immediately after this directors' report.

Non-Audit Services

There were no non-audit services provided during the financial year by the auditor.

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 Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by James Patterson, a Competent Person who is a Member of the Australian Institute of Geoscientists.

James Patterson is a consultant and a Director of Genesis. James Patterson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. James Patterson consents to the inclusion in the report of the matters based on his information in the form and context of which it appears.

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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 2021. 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 Directors in office at any time during or since the end of the year to the date of this report are:

Current Directors

Former Directors

None

Remuneration Policy

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

Providing 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.

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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.

The Directors consider Genesis’ remuneration practices during FY2021 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.

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 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 2021:

Financial Year Ending 30 June	2021	2020	2019	2018	2017
Other income($)	102,303	365,123	234,854	373,778	36,740
NPAT($)	(2,200,876)	(1,769,950)	(1,810,520)	(1,609,979)	(2,377,152)
Share price at end ofyear	0.012	0.016	0.010	0.010	0.025
Basic EPS(centsper share)	(0.28)	(0.23)	(0.23)	(0.22)	(0.48)

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	Post Employment	Total
2021 Directors	Salary & Fees ($)	Superannuation ($)	Termination Benefit($)	($)
Executive Directors during FY21
E. Pang (Executive Chairman)	-	-	-	-
Non-Executive Directors during FY21
K. Lim	1	-	-	1
Y. Lim	1	-	-	1
N. Mah	1	-	-	1
J. Patterson	36,530	3,470	-	40,000
D. Wee	-	-	-	-
Total	36,533	3,470	-	40,003

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Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.	Short Term Benefits Post Employment Total 2020 Directors Salary & Fees ($) Superannuation ($) Termination Benefit ($) ($) Executive Directors during FY20 E. Pang (Executive Chairman) 180,000 17,100 - 197,100 Non-Executive Directors during FY20 K. Lim 1 - - 1 Y. Lim 1 - - 1 N. Mah 1 - - 1 J. Patterson 90,228 8,572 - 98,800 D. Wee 27,397 2,603 - 30,000 Total 297,628 28,275 - 325,903 a) Equity instrument disclosures relating to key management personnel Share holdings The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.
Fully paid ordinary shares 2021	Balance at 1 July 2020 Shares Acquired/Other		Shares Disposed/ Other		Options Exercised		Net Change	Balance at 30 June 2021
Directors of Genesis	Resources Limited
E. Pang	3,210,000	-	-		-		-	3,210,000
D. Wee	1,860,000	-	-		-		-	1,860,000
J. Patterson	-	-	-		-		-	-
K. Lim	281,924,863	-	-		-		-	281,924,863
C. Mah	-	-	-		-		-	-
Y. Lim	107,743,587	1,300,000	-		-		-	109,043,587
Total	394,738,450	1,300,000	-		-		-	396,038,450

Fully paid ordinary shares 2020	Balance at 1 July 2019	Shares Acquired/Other	Shares Disposed/ Other		Options Exercised		Net Change	Balance at 30 June 2020
Directors of Genesis	Resources Limited
E. Pang	3,210,000	-	-		-		-	3,210,000
D. Wee	1,860,000	-	-		-		-	1,860,000
J. Patterson	-	-	-		-		-	-
K. Lim	281,924,863	-	-		-		-	281,924,863
C. Mah	-	-	-		-		-	-
Y. Lim	106,491,446	1,306,363	54,222		-		1,252,141	107,743,587
Total	393,486,309	1, 306,363	54,222		-		1,252,141	394,738,450
The proportion of remuneration linked to performance and the			fixed proportion are as follows:
Fixed Remuneration			At risk - STI				At risk - LTI
Name	2021	2020	2021	2020			2021	2020
Directors of Genesis Resources Limited
E. Pang	100%	100%	-	-		-	-
D. Wee	100%	100%	-	-		-	-
J. Patterson	100%	100%	-	-		-	-
K. Lim	100%	100%	-	-		-	-
C. Mah	100%	100%	-	-		-	-
Y. Lim	100%	100%	-	-		-	-

The relevant interests in Genesis shares of each Director and key management personnel during the 2021 financial year are set out below. There were no shares granted to KMP during the reporting period as compensation.

Options

There were no options on issue in the Company during the financial year.

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No loans were made by Genesis to the Directors or key management personnel, or their personally related parties during the year.

During the year, S Active Holding Sdn Bhd, an entity associated with Directors Mr K. Lim and Mr Y Lim, have advanced a loan to the company. Further, Wynnwood Pty Ltd, an entity associated with Director Mr Eddie Pang, has advanced a loan to the Company.

Further disclosure on the loan is provided in Note 29.

c) Other transactions with key management personnel

A number of key management personnel, 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 transactions and outstanding balances related to key management personnel and entities over which they have control or significant influence in respect of the year ended 30 June 2021 are set out in Note 29.

Auditor

RSM Australia Partners was appointed as the Company’s auditor on 28 February 2014 and continues in office in accordance with section 327 of the Corporations Act 2001.

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

Mr Eddie Pang Executive Chairman 27 September 2021

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CORPORATE GOVERNANCE STATEMENT

The Company’s Directors and management are committed to conducting the business of Genesis Resources Limited and its controlled entities (the Group ) in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and has substantially complied with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) to the extent appropriate to the size and nature of the Group’s operations.

The Company has prepared a statement which sets out the corporate governance practices that were in operation throughout the financial year for the Company, identifies any Recommendations that have not been followed, and provides reasons for not following such Recommendations ( Corporate Governance Statement ).

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on Genesis Resources Limited’s website (www.genesisresourcesltd.com.au) (the Website ), and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX.

The Appendix 4G will identify each Recommendation that needs to be reported against by Genesis Resources Limited, and will provide shareholders with information as to where relevant governance disclosures can be found.

The Company’s corporate governance policies and charters and policies are all available on the Website.

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RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007

T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the audit of the financial report of Genesis Resources Limited for the year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

(i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
(ii) any applicable code of professional conduct in relation to the audit.

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RSM AUSTRALIA PARTNERS

==> picture [127 x 36] intentionally omitted <==

M PARAMESWARAN Partner

Dated: 27 September 2021 Melbourne, Victoria

THE POWER OF BEING UNDERSTOOD AUDIT | TAX | CONSULTING

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RSM Australia Partners is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM network. Each member of the RSM network is an independent accounting and consulting firm which practices in its own right. The RSM network is not itself a separate legal entity in any jurisdiction. RSM Australia Partners ABN 36 965 185 036

Liability limited by a scheme approved under Professional Standards Legislation

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 30 June 2021

OMPREHENSIVE INCOME or the year ended 30 June 2021
Note Other Income 5 Professional fees 6 Administrative and other expenses 7 Employee benefit expenses 8 Finance cost 9 Foreign exchange (loss) / gain 10 Results used in operating activities Interest income Net finance income Loss before tax Income tax expense 12 Loss for the year Attributable to non-controlling interests Attributable to owners of the Genesis Group Other comprehensive income Items that may be reclassified to profit or loss Foreign exchange loss 24 Other comprehensive loss for the year, net of tax Total comprehensive loss for the year Attributable to non-controlling interests Attributable to owners of the Genesis Group Earnings per share Basic Loss per share (cents per share) 31 Diluted Loss per share (cents per share) 31	2021 2020 $ $ 101,943 1,156 (248,458) (226,573) (895,304) (460,250) (369,615) (661,557) (788,087) (848,593) (1,715) 61,900
	(2,303,179) (2,133,917)
	360 363,967
	360 363,967
	(2,200,876) (1,769,950) - -
	(2,200,876) (1,769,950)
	(3,432) (2,435) (2,197,444) (1,767,515)
	(61,519) (281)
	(61,519) (281)

	(2,262,395) (1,770,231)
	(3.432) (2,435) (2,258,963) (1,767,796)
	(0.28) (0.23) (0.28) (0.23)

The above consolidated comprehensive statement comprehensive income should be read in conjunction with the accompanying notes.

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CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

Note Assets Current assets Cash and cash equivalents 13 Prepayments and other receivables 14 Other financial assets 15 Total current assets Non-current assets Other financial assets 15 Property, plant and equipment 16 Right of use asset 17 Exploration and evaluation assets 18 Total non-current assets Total assets Current liabilities Trade and other payables 20 Borrowings 22 Lease liability 21 Total current liabilities Non- current liabilities Lease liability 21 Total non-current liabilities Total liabilities Net assets Equity Share capital 23 Reserves 24 Accumulated losses 25 Total equity attributable to members of Genesis Group Non-controlling interests 26 Total equity	2021 2020 $ $ 703,286 185,198 34,325 19,291 118 118
	737,729 204,607
	98,729 98,743 41,434 58,256 43,296 38,940 21,184,669 21,548,977
	21,368,128 21,744,916
	22,105,857 21,949,523
	2,717,643 2,241,999 8,752,717 6,814,264 35,533 22,409
	11,505,893 9,078,672
	9,313 17,805
	9,313 17,805
	11,515,206 9,096,477

	10,590,651 12,853,046
	32,317,746 32,317,746 (325,729) (264,210) (21,365,293) (19,167,849)
	10,626,724 12,885,687 (36,073) (32,641)
	10,590.651 12,853,046

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

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

Note Balance at 30 June 2019 Loss for the year 25,26 Other comprehensive loss for the year Foreign currency translation reserve 24 Total comprehensive loss for the year Transaction with owners in their capacity as owners Issue of ordinary shares, net of transactions costs 23 Total transactions with owners Balance at 30 June 2020 Loss for the year 25,26 Other comprehensive loss for the year Foreign currency translation reserve 24 Total comprehensive loss for the year Transaction with owners in their capacity as owners Issue of ordinary shares, net of transactions costs 23 Total transactions with owners Balance at 30 June 2021	Attributable to owners of Genesis Group Share capital Accumulated losses Reserves Non- controlling interests Total equity $ $ $ $ $ 32,317,746 (17,400,334) (263,929) (30,206) 14,623,277 - (1,767,515) - (2,435) (1,769,950) - - (281) - (281)
	- (1,767,515) (281) (2,435) (1,770,231)
	- - - - -
	- - - - -
	32,317,746 (19,167,849) (264,210) (32,641) 12,853,046
	- (2,197,444) - (3,432) (2,200,876) - - (61,519) - (61,519)
	- (2,197,444) (61,519) (3,432) (2,262,395)
	- - - - -
	- - - - -
	32,317,746 (21,365,293) 325,729 (36,073) 10,590,651

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

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CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2021

Note Cash flows from operating activities Receipts from customers Payments to suppliers and employees Interest received Interest paid Net cash used in operating activities 13 Cash flows from investing activities Payments for exploration and evaluation expenditures Payments for fixed assets Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of lease liabilities Net cash provided by financing activities Net increase /( decrease) in cash and cash equivalents Cash and cash equivalents at 1 July Net foreign exchange difference Cash and cash equivalents at 30 June 13	2021 2020 $ $ - - (956,828) (960,218) 2,303 1,569 (3,060) (7,570)
	(957,585) (966,219)
	(199,899) (323,946) (3,293) (39,288)
	(203,192) (363,234)
	1,771,547 1,380,000 (30,929) (39,494)
	1,740,618 1,340,506
	579,841 11,053 185,198 115,669 (61,753) 58,476
	703,286 185,198

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

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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 8, 555 Bourke Street, Melbourne Victoria 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 27 September 2021.

(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 consolidated entity has adopted all of the new, revised or amending Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. The adoption of these Accounting Standards and Interpretations did not have any significant impact on the financial performance or position of the Group. Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

Historical cost convention

These financial statements have been prepared under the historical cost convention, except for, where applicable, the revaluation of financial assets and liabilities at fair value through profit or loss, financial assets at fair value through other comprehensive income, certain classes of property, plant and equipment and derivative financial instruments.

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) New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period.

Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.

The following Accounting Standards and Interpretations are most relevant to the consolidated entity:

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(b) New or amended Accounting Standards and Interpretations adopted (continued)

Conceptual Framework for Financial Reporting (Conceptual Framework)

The consolidated entity has adopted the revised Conceptual Framework from 1 July 2020. The Conceptual Framework contains new definition and recognition criteria as well as new guidance on measurement that affects several Accounting Standards, but it has not had a material impact on the consolidated entity's financial statements.

(c) Parent entity information

In accordance with the Corporations Act 2001, these financial statements present the results of the consolidated entity only. Supplementary information about the parent entity is disclosed in Note 4.

(d) Principles of consolidation

The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of Genesis Resources Limited ('company' or 'parent entity') as at 30 June 2021 and the results of all subsidiaries for the year then ended. Genesis Resources Limited and its subsidiaries together are referred to in these financial statements as the 'consolidated entity'.

Subsidiaries are all those entities over which the consolidated entity has control. The consolidated entity controls an entity when the consolidated entity is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the consolidated entity. They are de-consolidated from the date that control ceases.

Intercompany transactions, balances and unrealised gains on transactions between entities in the consolidated entity are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of the impairment of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the consolidated entity.

Non-controlling interest in the results and equity of subsidiaries are shown separately in the statement of profit or loss and other comprehensive income, statement of financial position and statement of changes in equity of the consolidated entity. Losses incurred by the consolidated entity are attributed to the non-controlling interest in full, even if that results in a deficit balance.

(e) Going concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and discharge of liabilities in the normal course of business.

As disclosed in the financial statements, the consolidated entity incurred a loss of $2,200,876 and the consolidated entity had net cash outflows from operating activities of $957,585 and from investing activities of $203,192 for the year ended 30 June 2021. As at that date the consolidated entity had net current liabilities of $10,768,164. Additionally, the consolidated entity is reliant on further funding to support future operations.

These factors indicate a material uncertainty which may cast significant doubt over the ability of the consolidated entity to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

The Directors believe that there are reasonable grounds to believe that the consolidated entity will be able to continue as a going concern, after consideration of the following factors:

The consolidated entity’s ability to delay or fast track spending on exploration and evaluation activities dependent upon cash flow holdings and financial options at any given time; subject to meeting the minimum expenditure requirements described in Note 33.
As described in Note 22, the consolidated entity has secured loan facilities totalling $620,000 which are undrawn as at the date of this report;
The current lenders have provided a letter of support indicating they will not call upon the loans of $8,752,717 within 12 months of this financial statements being signed. This amount does not include any accrued interest.

Accordingly, the Directors believe that the consolidated entity will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

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(e) Going concern (continued)

The financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the consolidated entity does not continue as a going concern.

(f) 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 during the year, who was responsible for allocating resources and assessing performance of the operating segments, has been identified as the Executive Chairman during the year.

(g) 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.

(h) Interest income

Interest revenue is recognised as interest accrues using the effective interest method. This is a method of calculating the amortised cost of a financial asset and allocating the interest income over the relevant period using the effective interest rate, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the net carrying amount of the financial asset.

(i) 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

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(i) Income Tax (continued)

 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.

(j) Current and non-current classification

Assets and liabilities are presented in the statement of financial position based on current and non-current classification

An asset is classified as current when: it is either expected to be realised or intended to be sold or consumed in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is expected to be realised within 12 months after the reporting period; or the asset is cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period. All other assets are classified as non-current.

A liability is classified as current when: it is either expected to be settled in the consolidated entity's normal operating cycle; it is held primarily for the purpose of trading; it is due to be settled within 12 months after the reporting period; or there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period. All other liabilities are classified as non-current.

(k) 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.

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(l) 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 (k)).

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

(m) 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 (k).

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.

(n) 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.

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(n) Employee Benefits (continued)

(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.

(o) 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

(p) 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.

(q) 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.

(r) 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.

(s) Borrowings

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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(t) Fair value measurement

When an asset or liability, financial or non-financial, is measured at fair value for recognition or disclosure purposes, the fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; and assumes that the transaction will take place either: in the principal market; or in the absence of a principal market, in the most advantageous market.

Fair value is measured using the assumptions that market participants would use when pricing the asset or liability, assuming they act in their economic best interests. For non-financial assets, the fair value measurement is based on its highest and best use. Valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, are used, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

Assets and liabilities measured at fair value are classified into three levels, using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. Classifications are reviewed at each reporting date and transfers between levels are determined based on a reassessment of the lowest level of input that is significant to the fair value measurement.

(u) Investments and other financial assets

Investments and other financial assets are initially measured at fair value. Transaction costs are included as part of the initial measurement, except for financial assets at fair value through profit or loss. Such assets are subsequently measured at either amortised cost or fair value depending on their classification. Classification is determined based on both the business model within which such assets are held and the contractual cash flow characteristics of the financial asset unless an accounting mismatch is being avoided.

Financial assets are derecognised when the rights to receive cash flows have expired or have been transferred and the consolidated entity has transferred substantially all the risks and rewards of ownership. When there is no reasonable expectation of recovering part or all of a financial asset, its carrying value is written off. 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.

Financial assets at fair value through profit or loss

Financial assets not measured at amortised cost or at fair value through other comprehensive income are classified as financial assets at fair value through profit or loss. Typically, such financial assets will be either: (i) held for trading, where they are acquired for the purpose of selling in the short-term with an intention of making a profit, or a derivative; or (ii) designated as such upon initial recognition where permitted. Fair value movements are recognised in profit or loss.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income include equity investments which the consolidated entity intends to hold for the foreseeable future and has irrevocably elected to classify them as such upon initial recognition.

Impairment of financial assets

The consolidated entity recognises a loss allowance for expected credit losses on financial assets which are either measured at amortised cost or fair value through other comprehensive income. The measurement of the loss allowance depends upon the consolidated entity's assessment at the end of each reporting period as to whether the financial instrument's credit risk has increased significantly since initial recognition, based on reasonable and supportable information that is available, without undue cost or effort to obtain.

Where there has not been a significant increase in exposure to credit risk since initial recognition, a 12-month expected credit loss allowance is estimated. This represents a portion of the asset's lifetime expected credit losses that is attributable to a default event that is possible within the next 12 months. Where a financial asset has become credit impaired or where it is determined that credit risk has increased significantly, the loss allowance is based on the asset's lifetime expected credit losses. The amount of expected credit loss recognised is measured on the basis of the probability weighted present value of anticipated cash shortfalls over the life of the instrument discounted at the original effective interest rate.

For financial assets mandatorily measured at fair value through other comprehensive income, the loss allowance is recognised in other comprehensive income with a corresponding expense through profit or loss. In all other cases, the loss allowance reduces the asset's carrying value with a corresponding expense through profit or loss.

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(v) 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.

(w) 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.

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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 and borrowings of $11,515,206 (2020: $9,078,672) all due in less than 6 to 12 months.

(c) Market 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”). Foreign exchange risk arises from future commercial transactions and recognised financial assets and financial liabilities denominated in a currency that is not the entity's functional currency. 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:

ollows:
	2021	2021	2020	2020
Expressed in AUD	USD	MKD	USD	MKD
Trade and other payables	-	42,717	-	43,926
Other receivables- Bank Guarantee	-	67,190	-	67,190
Borrowings	1,263,634	-	1,207,830	-

Based on the financial instruments held at 30 June 2021, had the Australian dollar weakened/strengthened by +/-5% (30 June 2020: weakened/strengthened by +/-5 %) there would have been a decrease / increase of $69,601 (30 June 2020: decrease / increase of $75,813) on the consolidated entity’s profit before tax for the year ended 30 June 2021. The percentage change is the expected overall volatility of the significant currencies, which is based on management’s assessment of reasonable possible fluctuations taking into consideration movements over the last 6 months each year and the spot rate at each reporting date. The actual foreign exchange loss for the year ended 30 June 2021 was $1,715 (30 June 2020: loss of $61,900).

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(i) 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 the interest rate had increased/(decreased) by +/-2 % (30 June 2020: increased/(decreased) by +/- 2%), there would be an increase / decrease of $14,066 (30 June 2020: decrease / increase of $3,704) on the consolidated entity’s profit before tax for the year ended 30 June 2021. The percentage change is based on the expected volatility of interest rates using market data and analyst forecasts.

(d) Fair value measurement

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

The following tables detail the consolidated entity's assets and liabilities, measured or disclosed at fair value, using a three level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

Level 3: Unobservable inputs for the asset or liability

Consolidated - 2021 Loans from third party Total Liabilities Consolidated - 2020 Loans from third party Total Liabilities	Level 1 Level 2 Level 3 Total $ $ $ $ - - 8,752,717 8,752,717
	- - 8,752,717 8,752,717
	Level 1 Level 2 Level 3 Total $ $ $ $ - - 6,814,264 6,814,264
	- - 6,814,264 6,814,264

The fair value of financial liabilities is estimated by discounting the remaining contractual liabilities at the current market interest rate that is available for similar financial liabilities. The discount rate used was 10%.

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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 consolidated entity 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 consolidated entity 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 consolidated entity’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 $19,617,070 (2020: $19,468,524), management has assumed that sufficient funds will be raised, and a feasibility study completed before October 2018. A 30-year Exploitation Licence and Concession Agreement were granted to Silgen Resources International Ltd, an incorporated joint venture entity owned by Genesis and its Macedonian-based joint venture partner RIK Sileks AD Kratovo. Silgen is 62% owned by Genesis.

Coronavirus (COVID-19) pandemic

Judgement has been exercised in considering the impacts that the Coronavirus (COVID-19) pandemic has had, or may have, on the consolidated entity based on known information. This consideration extends to the nature of the products and services offered, customers, supply chain, staffing and geographic regions in which the consolidated entity operates. Other than as addressed in specific notes, there does not currently appear to be either any significant impact upon the financial statements or any significant uncertainties with respect to events or conditions which may impact the consolidated entity unfavourably as at the reporting date or subsequently as a result of the Coronavirus (COVID-19) pandemic.

NOTE 4: PARENT ENTITY INFORMATION

OTE 4: PARENT ENTITY INFORMATION
Current assets Non-current assets Total assets Current liabilities Non-current liabilities Total liabilities Contributed equity Reserves Accumulated losses Total equity Loss for the year Other comprehensive income for the year Total comprehensive loss for the year	2021 2020 $ $ 10,241,412 9,173,072 17,505,631 17,928,523
	27,747,043 27,101,595
	11,365,445 8,972,026 - 17,805
	11,365,445 8,989,831
	32,317,746 32,317,746 - - (15,936,148) (14,205,982)
	16,381,598 18,111,764
	(1,828,375) (1,392,987) - -
	(1,828,375) (1,392,987)

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NOTE 5: OTHER INCOME

OTE 5: OTHER INCOME
Other income OTE 6: PROFESSIONAL FEES Legal, accounting and other professional fees Corporate secretarial fees OTE 7: ADMINISTRATIVE AND OTHER EXPENSES Travel expenses Insurance expense Other expenses Rent expense ASX listing fees Office administrative expense Licensing expenses Capitalised expenditure written off Depreciation expense Fixed assets written off		2021 2020 $ $ 101,943 1,156
		101.943 1,156
		2021 2020 $ $ (202,958) (180,135) (45,500) (46,438)
		(248,458) (226,573)
		2021 2020 $ $ (1,155) (43,157) (73,530) (61,166) (69,080) (96,235) - - (42,755) (18,434) (64,095) (59,960) (30,629) (69,076) (564,207) (50,443) (49,853) (60,659) - (1,120)
		(895,304) (460,250)

NOTE 6: PROFESSIONAL FEES

NOTE 7: ADMINISTRATIVE AND OTHER EXPENSES

NOTE 8: EMPLOYEE BENEFIT EXPENSES

Director fees Wages and salaries Other employment expenses Superannuation contributions OTE 9: FINANCE COSTS Interest charges paid/payable to non-financial institutions Finance costs expensed	2021 2020 $ $ (36,533) (251,130) (297,052) (349,202) (20,020) (21,354) (16,010) (39,871)
	(369,615) (661,557)
	2021 2020 $ $ (788,087) (848,593)
	(788,087) (848,593)

NOTE 9: FINANCE COSTS

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NOTE 10: FOREIGN EXCHANGE GAIN/(LOSS)

Foreign exchange loss - USD currency Foreign exchange loss – Other fx currency NOTE 11: AUDITOR’S REMUNERATION Audit fees RSM Australia Partners	2021 2020 $ $ - 63,002 (1,715) (1,102)
	(1,715) 61,900
	2021 2020 $ $ (48,000) (48,000)
	(48,000) (48,000)

The auditor of Genesis Resources Limited for the year ended 30 June 2021 is RSM Australia Partners (2020: RSM Australia Partners).

NOTE 12: INCOME TAX EXPENSE

Income tax expense

Deferred tax Deferred tax not brought to account merical reconciliation between tax expense and pre-tax accounting profit Loss before tax Income tax credit using the Company’s domestic tax rate of 26% (2020: 27.5%) Non-deductible expenses Current year losses for which no deferred tax asset was recognised Total income tax expense	2021 2020 $ $ (164,479) (275,280) 164,479 275,280
	- -
	2021 2020 $ $ (2,200,876) (1,769,950)
	(572,228) (486,736) 261,344 313,851 310,884 172,885
	- -

Numerical reconciliation between tax expense and pre-tax accounting profit

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NOTE 13: CASH & CASH EQUIVALENTS

NOTE 13: CASH & CASH EQUIVALENTS
Cash at bank Cash and cash equivalents in the statement of cash flows Reconciliation of cash flows from operating activities: NOTE 14: PREPAYMENTS AND OTHER RECEIVABLES Current Prepayments Other receivables Cash flows from operating activities Loss for the year Adjustments for: Non-cash items Interest income Interest expense Depreciation and amortisation Exploration and evaluation assets written off Fixed assets written off Change in prepayments and other receivables Change in trade and other payables Net cash used in operating activities	2021 2020 $ $ 703,286 185,198 703,286 185,198 2021 2020 $ $ 14,169 6,715 20,156 12,576 2021 2020 $ $ (2,200,876) (1,769,950) 1,715 (61,793) - (363,554) 166,906 355,316 49,853 60,659 564,207 50,443 - 1,120 (1,418,195) (1,727,759) (15,034) 4,000 475,644 757,540 (957,585) (966,219)
	34,325 19,291

NOTE 13: CASH & CASH EQUIVALENTS

Cash at bank
Cash and cash equivalents in the statement of cash flows
Reconciliation of cash flows from operating activities:
NOTE 14: PREPAYMENTS AND OTHER RECEIVABLES
Current
Prepayments
Other receivables
Cash flows from operating activities
Loss for the year
Adjustments for:
Non-cash items
Interest income
Interest expense
Depreciation and amortisation
Exploration and evaluation assets written off
Fixed assets written off
Change in prepayments and other receivables
Change in trade and other payables
Net cash used in operating activities

2021
2020
$
$ 703,286
185,198
703,286
185,198
2021
2020
$
$ 14,169
6,715
20,156
12,576
2021
2020
$
$ (2,200,876)
(1,769,950)
1,715
(61,793)
-
(363,554)
166,906
355,316
49,853
60,659
564,207
50,443
-
1,120
(1,418,195)
(1,727,759)
(15,034)
4,000
475,644
757,540
(957,585)
(966,219)

34,325
19,291

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NOTE 15: OTHER FINANCIAL ASSETS

OTE 15: OTHER FINANCIAL ASSETS
Current Shares in Thor Mining Plc (370,266 shares) Non-current Bank Guarantee (i) Bank Security Cash (ii)	2021 2020 $ $ 118 118
	118 118
	97,229 97,243 1,500 1,500
	98,729 98,743

(i) On March 2015, consolidated entity deposited $19,949 with the Department of Mines and Energy as security for Alice Spring project. On 29 March 2012, the consolidated entity deposited $11,072 with the Department of Mines and Energy as security for Arltunga project. On 29 April 2010, the consolidated entity deposited approximately AUD$ 66,208 into Central Cooperative Bank AD Skopje, on request from the Macedonian Government as a guarantee over the consolidated entity’s planned expenditure on the Plavica tenements.
(ii) In May 2018, consolidated entity deposited $500 with the Queensland Department of Natural Resources, Mines and Energy as Variation Security for the Pioneer project. In May 2018, consolidated entity deposited $500 with the Queensland Department of Natural Resources, Mines and Energy as Variation Security for the Gladstone project. In June 2018, consolidated entity deposited $500 with the Queensland Department of Natural Resources, Mines and Energy as Renewal Security for the Laura River project . As this tenement was relinquished on the 29 June 2020, Genesis are awaiting the refund of the $500 security. It cannot be released until at least six months after the permit expires. The permit expired on the 22 August 2020. Refer Note 18.

NOTE 16: NON CURRENT ASSETS - PROPERTY, PLANT AND EQUIPMENT

At 30 June 2020 Cost Accumulated depreciation/amortisation Net book amount Year ended 30 June 2021 Opening net book value Additions Disposals Depreciation/amortisation expense Currency translation differences Closing net book amount At 30 June 2021 Cost Accumulated depreciation/amortisation Net book amount	Plant and equipment Office equipment Total $ $ $
	185,580 168,166 353,746 (147,308) (148,182) (295,490)
	38,272 19,984 58,256
	38,272 19,984 58,256 - 3,293 3,293 - - - (6,438) (12,210) (18,648) (1,088) (379) (1,467)
	30,746 10,688 41,434
	180,470 163,600 344,070 (149,724) (152,912) (302,636)
	30,746 10,688 41,434

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NOTE 17: RIGHT OF USE OF ASSETS

OTE 17: RIGHT OF USE OF ASSETS
Right of use assets Less: Accumulated Depreciation	2021 2020 $ $ 115,617 80,141 (72,321) (41,201)
	43,296 38,940

The consolidated entity leases land and buildings for its offices under agreements of between one to five years with, in some cases, options to extend. The leases have various escalation clauses. On renewal, the terms of the leases are renegotiated.

The consolidated entity leases office equipment under agreements of less than two years. These leases are either short-term or lowvalue, so have been expensed as incurred and not capitalised as right-of-use assets.

NOTE 18: EXPLORATION AND EVALUATION ASSETS

Opening balance Capitalised expenditures during the year Less: Amount written off during the year (i) Closing balance	2021 2020 $ $ 21,548,977 21,275,474 199,899 323,946 (564,207) (50,443)
	21,184,669 21,548,977

The Application for Full Surrender of Exploration Permit EPM15771 was lodged with the Department of Natural Resources, Mines and Energy (DNRME) on the 22 June 2021. The Full Surrender of EPM15771 was reported to the ASX on the 29 July 2021 in the Quarterly Activities Report. The $500 Refund of Security cannot occur until at least six months after the permit expires with the permit expiring on the 01 August 2021. The Application for Surrender of an Environmental Authority to the Department of Environment and Science is pending.

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 19: DEFERRED TAX ASSETS AND LIABILTIIES

Unrecognised deferred tax assets

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

Tax losses Temporary differences (net)	2021 2020 $ $ 10,243,147 9,901,193 (3,845,139) (5,366,873)
	6,398,008 4,534,320

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 consolidated entity can utilise the benefits therefrom.

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NOTE 20: TRADE AND OTHER PAYABLES

NOTE 20: TRADE AND OTHER PAYABLES
Accounts payable Other payables and accruals NOTE 21: LEASE LIABILITIES Lease liability – current Lease liability – non-current NOTE 22: BORROWINGS Loan from third party Total unsecured current borrowings	2021 2020 $ $ 8,489 108,567 2,709,154 2,133,432
	2,717,643 2,241,999
	2021 2020 $ $ 35,533 22,409 9,313 17,805
	44,846 40,214
	2021 2020 $ $ 8,752,717 6,814,264
	8,752,717 6,814,264

*The borrowings consist of loan amounts with ten different parties. The following details are the face value amounts before fair value adjustments. All figures are in AUD.

a) S Active Holding Sdn. Bhd.:
i) $1,000,000 at an interest rate of 16%, repayable 12 months from the draw down date.
ii) $1,500,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
iii) $1,040,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
iv) $381,000 at an interest rate of 8%, repayable 1 month from the draw down date. This can be converted to shares at the sole discretion of the borrower.
v) $1,006,830 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
b) K H Lim:
i) $200,000 at an interest free rate , repayable 5 business days after the date that Genesis has cleared funds from capital raising.
ii) $340,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This loan has not been drawn down by the Company.
c) Eddie Pang:
i) $50,000 at an interest free rate , repayable 10 business days after the date that Genesis has cleared funds from capital raising.
d) Yau Young Lim:
i) $370,000 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This can be converted to shares at the sole discretion of the borrower.
ii) $200,000 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising.

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e) Wynnewood Holdings Pty Ltd:
i) $810,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
f) Dazeline Pty Ltd:
i) $200,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
g) Chin Niap Mah:
i) $200,000 at an interest free rate, repayable 10 business days after the date that genesis has cleared funds from capital raising.
h) Wynnwood Pty Ltd:
i) $250,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
ii) $1,060,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
iii) $280,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This loan has not been drawn down by the Company.
i) Insurnet Sdn Bhd:
i) $500,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
j) Lim Yau Hui:
i) $170,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.

NOTE 23: SHARE CAPITAL

Fully paid ordinary shares Balance at beginning of the financial year Shares issued during the year Rights issued Share transaction costs Balance at end of the financial year	2021 2020
	Number $ Number $ 782,841,294 32,317,746 782,841,294 32,317,746 - - - - - - - - - - - -
	782,841,294 32,317,746 782,841,294 32,317,746

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

There were no changes in Genesis’ share capital during the year ended 30 June 2021.

NOTE 24: RESERVES- FOREIGN CURRENCY

OTE 24: RESERVES- FOREIGN CURRENCY
Balance 1 July Foreign exchange translation Balance 30 June	2021 2020 $ $ 264,210 263,929 61,519 281
	325,729 264,210

The reserve is used to recognize exchange differences arising from the translation of the financial statements of foreign operation to Australian dollars.

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NOTE 25: ACCUMULATED LOSSES

Balance 1 July Net loss for the year attributable to owners of Genesis Group Balance 30 June OTE 26: EQUITY – NON-CONTROLLING INTEREST Issued Capital Reserves Accumulated Losses TOTAL	2021 2020 $ $ (19,167,849) (17,400,334) (2,197,444) (1,767,515)
	(21,365,293) (19,167,849)
	2021 2020 $ $ 2,836 2,836 - - (38,909) (35,477)
	(36,073) (32,641)

NOTE 26: EQUITY – NON-CONTROLLING INTEREST

The non-controlling interest has 38% (2020: 38%) equity holding in Silgen Resources International Ltd.

NOTE 27: KEY MANAGEMENT PERSONNEL DISCLOSURES

Key management personnel consists of the directors of the Company, as disclosed in the Director’s Report on pages 4 to 19.

Key management personnel compensation

Short term employment benefits Post-employment benefits	$ $ 36,533 297,628 3,470 28,275 2021 2020
	40,003 325,903

Detailed remuneration disclosures are provided in the Remuneration Report on pages 16 to 19.

NOTE 28: DIVIDENDS

No dividends were declared during the relevant period (2020: none).

NOTE 29: RELATED PARTY TRANSACTIONS

Transactions with key management personnel and director-related parties

Related parties of the consolidated entity consist of the Key Management Personnel disclosed in Note 27.

Further, from 31 May 2016, Mr. KH Lim, a non-executive director, holds a director position in another entity that results in him having control or significant influence over the financial or operating policies of this entity.

This entity transacted with Genesis during the year. The terms and conditions of the transactions with this entity was no more favourable than those available, or which might reasonably be expected to be available.

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Loans from related parties*	Consolidated 2021 2020 $ $ 8,267,830 6,507,830
	8,267,830 6,507,830

*The borrowings consist of loan amounts with eight different parties. The following details are the face value amounts before fair value adjustments. All figures are in AUD.

a) S Active Holding Sdn. Bhd.: i) $1,000,000 at an interest rate of 16%, repayable 12 months from the draw down date. ii) $1,500,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
iii) $1,040,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
iv) $381,000 at an interest rate of 8%, repayable 1 month from the draw down date. This can be converted to shares at the sole discretion of the borrower.
v) $1,006,830 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
b) K H Lim: i) $200,000 at an interest free rate , repayable 5 business days after the date that Genesis has cleared funds from capital raising.
ii) $340,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This loan has not been drawn down by the Company.
c) Eddie Pang: i) $50,000 at an interest free rate , repayable 10 business days after the date that Genesis has cleared funds from capital raising.
d) Yau Young Lim: i) $370,000 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This can be converted to shares at the sole discretion of the borrower.
ii) $200,000 at an interest free rate, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
e) Wynnewood Holdings Pty Ltd: i) $810,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.

f) Dazeline Pty Ltd:

i) $200,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
Chin Niap Mah: i) $200,000 at an interest free rate, repayable 10 business days after the date that genesis has cleared funds from capital raising.
Wynnwood Pty Ltd : i) $250,000 at an interest rate of 10%, repayable 5 business days after the date that Genesis has cleared funds from capital raising.
ii) $1,060,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising.
iii) $280,000 at an interest rate of 10%, repayable 10 business days after the date that Genesis has cleared funds from capital raising. This loan has not been drawn down by the Company.

g) Chin Niap Mah:

h) Wynnwood Pty Ltd :

Interest charged on related party loans for the year ended 30 June 2021 was $787,018 (2020: $848,593).

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NOTE 30: SEGMENT REPORTING

The consolidated entity has reportable segments, as described below, which are the consolidated entity’s business units. The two business units, Australia and Macedonia, are managed separately because they are regulated under different authorities. For each of the business units, the Company’s CEO (or equivalent) reviews internal reports on at least a quarterly basis. The following summary describes the operations in each of the consolidated entity’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.

Other income Operating expenses Results from operating activities Exploration and evaluation assets Total segment assets Total segment liabilities	Australia Macedonia Head Office Total 2021 2020 2021 2020 2021 2020 2021 2020 $ $ $ $ $ $ $ $ - - 1,943 - 100,360 365,123 102,303 365,123
	- - (374,444) (376,963) (1,928,735) (1,758,110) (2,303,179) (2,135,073)
	- - (372,501) (376,963) (1,828,375) (1,392,987) (2,200,876) (1,769,950)
	1,567,599 2,080,453 19,617,070 19,468,524 - - 21,184,669 21,548,977
	1,567,599 2,080,453 19,617,070 19,468,524 921,188 400,546 22,105,857 21,949,523
	- - - - 11,515,206 9,096,477 11,515,206 9,096,477

NOTE 31: EARNINGS PER SHARE

Basic and diluted earnings per share

The calculation of basic and diluted earnings per share at 30 June 2021 was based on the loss attributable to ordinary shareholders of $2,197,444 (2020: $1,767,515) and a weighted average number of ordinary shares outstanding of 782,841,294 (2020: 782,841,294), calculated as follows:

culated as follows:
	2021	2020
	$	$
Loss for the year	(2,200,876)	(1,769,950)
Loss attributable to ordinary shareholders	(2,197,444)	(1,767,515)
Weighted average number of ordinary shares at 30 June	782,841,294	782,841,294
Basic Loss per share (cents per share)	(0.28)	(0.23)
Diluted Loss per share (cents per share)	(0.28)	(0.23)

NOTE 32: SUBSEQUENT EVENTS

No matter or circumstance has arisen since 30 June 2021 that has significantly affected, or may significantly affect the consolidated entity’s operations, the results of those operations, or the consolidated entity’s state of affairs in future years.

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NOTE 33: COMMITMENTS

a) Exploration permits - Expenditure requirements

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

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

Contracted but not provided for and payable: Within one year One year or later and no later than five years Later than five years Total	2021 2020 $ $ 595,435 703,515 14,557 235,915 - -
	609,992 939,430

b) Commitments - Plavica Project

The consolidated entity will need to obtain further funding to meet its obligations under its joint venture agreement with Sileks to undertake infill and extensional drilling and complete a feasibility study in respect of the exploitation licence area (as required to obtain funding for mine development).

A 30-year Exploitation Licence and Concession Agreement was granted to Silgen Resources International Ltd, an incorporated joint venture entity owned by Genesis and its Macedonian-based joint venture partner RIK Sileks AD Kratovo. Silgen is 62% owned by Genesis.

NOTE 34: CONTROLLED ENTITIES

The parent entity is Genesis Resources Limited. The consolidated financial statements include the financial statements of Genesis Resources Limited and the subsidiaries listed in the following table:

Name	Country of	Ownership	interest
	Incorporation	2021	2020
		%	%
Genesis Resources International DOOEL	Macedonia	100	100
Skopje
Silgen Resources International Ltd, Kratovo	Macedonia	62	62

NOTE 35: CONTINGENCIES

The directors are not aware of any contingent liabilities to which the consolidated entity may be exposed to as at 30 June 2021 (2020: Nil) and into the foreseeable future, which have not been noted with these financial statements.

NOTE 36: COMPANY DETAILS

The registered office of the Company is:

Genesis Resources Limited Level 8, 555 Bourke Street Melbourne Victoria 3000

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DIRECTORS’ DECLARATION

In the directors' opinion:

(a) the financial statements and notes set out on pages 22 to 47 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 2021 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 Eddie Pang Executive Chairman 27 September 2021

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RSM Australia Partners

Level 21, 55 Collins Street Melbourne VIC 3000 PO Box 248 Collins Street West VIC 8007 T +61 (0) 3 9286 8000 F +61 (0) 3 9286 8199 www.rsm.com.au

INDEPENDENT AUDITOR’S REPORT To the Members of Genesis Resources Limited

Opinion

We have audited the financial report of Genesis Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies, and the directors' declaration.

In our opinion the accompanying financial report of the Group is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the Group's financial position as at 30 June 2021 and of its financial performance for the year then ended; and
(ii) complying with Australian Accounting Standards and the Corporations Regulations 2001.

Basis for Opinion

We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board's APES 110 Code of Ethics for Professional Accountants (the Code) that are relevant to our audit of the financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor's report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

Without modifying our opinion, we draw attention to Note 1(e) in the financial report, which indicates that the Group incurred losses of $2,200,876 and had net cash outflows from operating activities of $957,585 and investing activities of $203,192 for the year ended 30 June 2021. As at that date the Group had net current liabilities of $10,768,164. These conditions, along with other matters as set forth in Note 1(e), indicate the existence of a material uncertainty which may cast significant doubt on the Group’s ability to continue as a going concern and therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

THE POWER OF BEING UNDERSTOOD

AUDIT | TAX | CONSULTING

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Liability limited by a scheme approved under Professional Standards Legislation

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Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty Related to Going Concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter	How our audit addressed this matter	How our audit addressed this matter
*Carrying Value of Capitalised Exploration Expenditure* Refer to Note 18 in the financial Statements
The Group has capitalised exploration and evaluation expenditure, with a carrying value of $21,184,669 as at 30 June 2021. Under AASB 6_Exploration for and Evaluation of_ _Mineral Resources,_the Group is required to test the exploration and evaluation asset for impairment when facts and circumstances suggest that the carrying amount may exceed the recoverable amount. We determined this to be a key audit matter due to the significant management judgment involved in assessing the carrying value of the asset.		Our audit procedures in relation to the carrying value of exploration and evaluation expenditure included:  obtaining evidence that the Group has valid rights to explore in the specific areas of interest;  testing that exploration and evaluation costs capitalised are in accordance with the measurement criteria of AASB 6 Exploration for and Evaluation of Mineral Resources and that the costs were allocated to the correct areas of interest;  enquiring with management and reviewing the basis on which they have determined that the exploration and evaluation of mineral resources has not yet reached the stage where it can be concluded that no commercially viable quantities of mineral resources exists; enquiring with management and reviewing budgets and plans to determine that the Group will incur substantive expenditure on further exploration for and evaluation of mineral resources in the specific areas of interest; and  reviewing minutes of director meetings to ensure that the Group has not resolved to discontinue activities in the specific area of interest.
*Accounting for interest free loans and loans with a* Refer to Note 22 in the financial Statements		*convertible option*
The Group has received the following:  $0.75 million (face value) of loans with an option for the lender to convert the loan value to shares; and  $2.08 million (face value) of loans that bear no interest. Given the nature of both types of loans, the determination of the fair value of the loan can be complex and requires significant management estimate and judgement. Further, the correct accounting treatment between the fair value of the loans and the face value of the loans can be complex. For the reasons noted above, accounting for the above-mentioned loans was considered a key audit matter.		Our audit procedures in relation to the accounting for interest free loans and loans with convertible options included:  reviewing loan agreements to verify loan amounts, interest rates (if applicable) and maturity dates;  obtaining confirmation from lenders verifying the loan balance at balance date;  assessing management’s assumptions in determining the fair value of the loan, including the discount rate / market interest rate used;  reviewing the accounting treatment for the difference between the fair value of the loan and the face value of the loan; and  reviewing the adequacy of disclosure in the financial report.

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Other Information

The directors are responsible for the other information. The other information comprises the information included in the Group's annual report for the year ended 30 June 2021, but does not include the financial report and the auditor's report thereon.

Our opinion on the financial report does not cover the other information and accordingly we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of the Directors for the Financial Report

The directors of the Company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the financial report, the directors are responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Report

Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report.

A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website at: http://www.auasb.gov.au/auditors_responsibilities/ar2.pdf. This description forms part of our auditor's report.

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Report on the Remuneration Report

Opinion on the Remuneration Report

We have audited the Remuneration Report included within the directors' report for the year ended 30 June 2021.

In our opinion, the Remuneration Report of Genesis Resources Limited., for the year ended 30 June 2021, complies with section 300A of the Corporations Act 2001.

Responsibilities

The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

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RSM AUSTRALIA PARTNERS

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M PARAMESWARAN Partner

Dated: 27 September 2021 Melbourne, Victoria

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ADDITIONAL SECURITIES EXCHANGE INFORMATION

In accordance with ASX Listing Rule 4.10, the Company provides the following information to shareholders not elsewhere disclosed in this Annual Report. The information provided is current as at 8 September 2021 ( Reporting Date ).

Corporate Governance Statement

The Company’s Directors and management are committed to conducting the Group’s business in an ethical manner and in accordance with the highest standards of corporate governance. The Company has adopted and substantially complies with the ASX Corporate Governance Principles and Recommendations (Fourth Edition) ( Recommendations ) to the extent appropriate to the size and nature of the Group’s operations.

In accordance with ASX Listing Rules 4.10.3 and 4.7.4, the Corporate Governance Statement will be available for review on Genesis Resources’ website (http://genesisresourcesltd.com.au/content/?page=corporate-governance) and will be lodged together with an Appendix 4G with ASX at the same time that this Annual Report is lodged with ASX.

The Appendix 4G will particularise each Recommendation that needs to be reported against by Genesis Resources, and will provide shareholders with information as to where relevant governance disclosures can be found.

The Company’s corporate governance policies and charters are all available on Genesis Resources’ website (http://genesisresourcesltd.com.au/content/?page=corporate-governance).

Number of Holdings of Equity Securities as at Reporting Date

The fully paid issued capital of the Company consisted of 782,841,294 ordinary fully paid shares held by 365 shareholders. Each share entitles the holder to one vote.

There are no unquoted equity securities on issue in the Company.

Distribution of holders of ordinary shares

The distribution of holders of ordinary shares on issue in the Company as at the Reporting Date is as follows:

Holdings ranges	Total holders	Total units	% Issued capital
1 – 1,000	15	3,136	0.00
1,001 – 5,000	6	15,851	0.00
5,001 – 10,000	42	401,274	0.05
10,001 – 100,000	181	7,481,312	0.96
100,001 and over	121	774,939,721	98.99
Total	365	782,841,294	100

Less than marketable parcels of ordinary shares (UMP Shares)

The number of holders of less than a marketable parcel of ordinary shares based on the closing market price at the Reporting Date is as follows:

Unmarketable Parcels	Minimum parcel size	Holders	Units
Minimum $ 500.00 parcel at $0.014 per unit	35,715	163	2,683,740

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Substantial holders

As at the Reporting Date, the names of the substantial holders of the Company and the number of ordinary shares in which those substantial holders and their associates have a relevant interest, as disclosed in substantial holding notices given to the Company, are as follows:

Rank	Shareholder	No. of Shares held	%
1.	S Active Holding Sdn Bhd	281,924,863	36.01%
2.	Yau Young Lim	109,043,587	13.93%
3.	Ping Tiong Yap	50,100,000	6.40%

Twenty largest shareholders

The Company only has one class of quoted securities, being ordinary shares. The names of the 20 largest holders of ordinary shares, and the number of ordinary shares and percentage of capital held by each holder is as follows:

Rank	Name	Shares held at	% of Shares on issue
		8 Sept 2021
1.	S Active Holding Sdn Bhd	281,924,863	36.01
2.	Citicorp Nominees Pty Limited	194,436,876	24.84
3.	BNP Paribas Nominees	50,100,000	6.40
4.	Huahui Holdings Group Pty Ltd	36,000,000	4.60
5.	Wintercrest Advisors LLC	33,002,561	4.22
6.	Mr Chun Men Leo Yu	27,139,541	3.47
7.	Mr Kar Ghee Ong	24,864,384	3.18
8.	Mr Ming Teck Yau	20,002,640	2.56
9.	Spektra Jeotek Sanayi Ve	10,496,393	1.34
10.	Cap Holdings Pty Ltd	8,850,237	1.13
11.	HSBC Custody Nominees (Australia) Limited	6,559,241	0.84
12.	WOW Digital Development Ltd	6,261,222	0.80
13.	Mr Hock Guan Ng	4,164,383	0.53
14.	Ms Siew Bee Tan	4,000,000	0.51
15.	Ms Siew Bee Tan	4,000,000	0.51
16.	Superhero Nominees Pty	3,359,916	0.43
17.	Berne No 132 Nominees Pty Ltd <600835 A/C>	3,042,667	0.39
18.	Kensington Trust Singapore Limited	3,042,667	0.39
19.	Kensington Trust Singapore Ltd	3,042,666	0.39
20.	Kensington Trust Singapore Ltd	2,703,551	0.35
Totals: Top 20 holders of ORDINARY FULLY PAID SHARES (TOTAL)		726,993,808	92.87
Total	Remaining Holders Balance	55,847,486	7.13

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Voting rights of equity securities

The only class of equity securities on issue in the Company which carries voting rights is ordinary shares.

As at the Reporting Date, there were 365 holders of a total of 782,841,294 ordinary shares of the Company.

At a general meeting of the Company, every holder of ordinary shares present in person or by proxy, attorney or representative has one vote on a show of hands and on a poll, one vote for each ordinary share held. On a poll, every member (or his or her proxy, attorney or representative) is entitled to vote for each fully paid share held and in respect of each partly paid share, is entitled to a fraction of a vote equivalent to the proportion which the amount paid up (not credited) on that partly paid share bears to the total amounts paid and payable (excluding amounts credited) on that share. Amounts paid in advance of a call are ignored when calculating the proportion.

Voluntary Escrow

There are no securities on issue in the Company that are subject to voluntary escrow.

On-Market Buyback

The Company is not currently conducting an on-market buy-back.

Item 7 Issues of Securities

There are no issues of securities approved for the purposes of item 7 of section 611 of the Corporations Act which have not yet been completed.

On-Market Purchase of Securities under Employee Incentive Scheme

No securities were purchased on-market during the reporting period under or for the purposes of an employee incentive scheme; or to satisfy the entitlements of the holder of options or other rights to acquire securities granted under an employee incentive scheme.

Company Secretary

The Company’s secretary is Ms Alyn Tai.

Registered Office

The address and telephone number of the Company’s registered office are:

Level 8, 555 Bourke Street Melbourne, VIC 3000

Telephone: +61 (0)3 9853 2300

Share Registry

The address and telephone number of the Company’s share registry, Computershare Registry Services, are:

Street Address: Yarra Falls, 452 Johnston Street Abbotsford Victoria 3067

Postal Address: GPO Box 242 Melbourne Victoria 3001

Telephone: 1300 137 328

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AI assistant

GENESIS RESOURCES LIMITED — Annual Report 2021

64980_rns_2021-09-26_aa2c42db-bda1-445e-ad10-7bc264affd83.pdf

CONTENTS

CORPORATE DIRECTORY

DIRECTORS’ REPORT

DIRECTORS

Current Directors

EDDIE PANG, Managing Director & Executive Chairman

KIM HENG LIM, Non-Executive Director

YAU YOUNG LIM, Non-Executive Director

CHIN NIAP MAH, Non-Executive Director

JAMES PATTERSON, Non-Executive Director

DERIC WEE, Non-Executive Director

Senior Management

Alyn Tai, Company Secretary

PATRICIA WONG, Chief Financial Officer

Operating and Financial Review

Nature of Operations and Principal Activities

Exploration Activities - Overview

Plavica Project (Macedonia)

Australian Projects

Exploration Activities - Macedonia

PLAVICA PROJECT (62% interest)

Gold, Silver, Copper

Exploration Activities - Australia

ARLTUNGA PROJECT: Copper, Gold (EL25238) (GES 100%)

ALICE SPRINGS PROJECT: Copper, Gold, Iron (EL24817) (GES 100%)

GLADSTONE PROJECT: Manganese (EPM15771) (GES 100%)

PIONEER PROJECT: Gold (EPM15619) (GES 100%)

McARTHUR RIVER PROJECT: Manganese (EL24814) (GES 100%)

TENEMENTS AS AT 30 JUNE 2021

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

Director resignations and appointments during the year

No changes in state of affairs of the Company

Key Business Strategies for FY2022

Strategies for Plavica Project

Strategies for Australian Projects

Key Business Risks

Events Subsequent to Balance Date

Environmental Regulation and Performance

Dividends

Indemnification and Insurance of Officers

Indemnity and Insurance of Auditor

Auditor’s Independence

Non-Audit Services

Proceedings on Behalf of the Company

Remuneration Committee

Competent Person

REMUNERATION REPORT (AUDITED)

Director Details

Current Directors

Former Directors

Remuneration Policy

Remuneration of Non-Executive Directors

Retirement Benefits

Relationship between the Remuneration Policy and Company Performances

Remuneration of Directors and Key Management Personnel

Options

c) Other transactions with key management personnel

Auditor

Directors’ Resolution

CORPORATE GOVERNANCE STATEMENT

RSM Australia Partners

AUDITOR’S INDEPENDENCE DECLARATION

RSM AUSTRALIA PARTNERS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 30 June 2021

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 June 2021

NOTES TO THE FINANCIAL STATEMENTS

GENESIS RESOURCES LIMITED Annual Report 2021