GENESIS RESOURCES LIMITED — Board/Management Information 2012

Dec 16, 2012

ASX Release

GENESIS RESOURCES LIMITED

(ASX:GES)

17 December 2012

Despatch of Notice of Extraordinary General Meeting

Genesis Resources Limited (the Company) advises that the following attached documents in relation to its Extraordinary General Meeting on Wednesday 16 January 2013 will be despatched to all shareholders today:

• Notice of Extraordinary General Meeting and accompanying Explanatory Memorandum; and
• Proxy Form (sample only).

-Ends

For further information, please contact:

Sophie Karzis

Company Secretary Genesis Resources Limited T: +61 3 9286 7501 M: 0409 540 827 E: sk@ccounsel.com.au

Notice of extraordinary general meeting and explanatory statement

Genesis Resources Limited

ACN 114 787 469

Date: Wednesday, 16 January 2013

Time: 10.00am (Melbourne time)

Location: HWL Ebsworth Lawyers, Level 26, 530 Collins Street, Melbourne, Victoria 3000

Important Notice: This extraordinary general meeting is being held by Genesis Resources Limited, as requisitioned by S Active Holding Sdn Bhd, a shareholder of the Company holding more than 5% of the votes that may be cast at a general meeting of the Company, in accordance with section 249D(1) of the Corporations Act 2001 (Cth). This notice of meeting and the explanatory memorandum should be read in its entirety.

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is given that an Extraordinary General Meeting of shareholders of Genesis Resources Limited ACN 114 787 469 (the Company) will be held at HWL Ebsworth Lawyers, Level 26, 530 Collins Street, Melbourne, Victoria 3000 on Wednesday, 16 January 2013, commencing at 10.00am (Melbourne time).

BUSINESS

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

1. RESOLUTION 1 – APPOINTMENT OF DERIC WEE AS DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT Mr Deric Wee be appointed as a director of the Company in accordance with article 6.2(c) of the Company's constitution.

2. RESOLUTION 2 – APPOINTMENT OF JOHN KARAJAS AS DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT Mr John Karajas be appointed as a director of the Company in accordance with article 6.2(c) of the Company's Constitution.

3. RESOLUTION 3 – APPOINTMENT OF PATRICK VOLPE AS DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT Mr Patrick Volpe be appointed as a director of the Company in accordance with article 6.2(c) of the Company's Constitution.

4. RESOLUTION 4- APPOINTMENT OF JOHN ZEE AS DIRECTOR

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT Mr John Zee be appointed as a director of the Company in accordance with article 6.2(c) of the Company's Constitution.

5. RESOLUTION 5- DETERMINATION OF NON-EXECUTIVE DIRECTORS' AGGREGATE FEE POOL

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

THAT for the purposes of ASX Listing Rule 10.17, article 6.5(a) of the Constitution of the Company and for all other purposes, the total aggregate sum of fees payable to Non-Executive Directors as remuneration for their services be set at \$300,000 per annum, with effect from the close of this Extraordinary General Meeting.

Voting Exclusion Statement for Resolution 5:

The Company will disregard any votes cast on this resolution by any Directors and their associates, as well as any votes cast as proxy by a member of KMP or their Closely Related Parties, unless the proxy is voting in accordance with directions on the proxy form. However, the Company need not disregard a vote if it is:

a) cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

b) cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. RESOLUTION 6 – RATIFICATION OF ISSUE AND ALLOTMENT OF SHARES

To consider and, if thought fit, pass the following ordinary resolution:

THAT for the purposes of ASX Listing Rule 7.4 and for all other purposes, shareholders approve and ratify the issue and allotment of 18,000,000 Shares in the Company at an issue price of \$0.10 per Share to various sophisticated investors on 10 December 2012 on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice.

Voting Exclusion Statement for Resolution 6:

The Company will disregard any votes cast on this resolution by any person who participated in the issue of the shares and any of their associates. However, the Company will not disregard a vote if it is cast by:

• a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• b) the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

7. RESOLUTION 7 – APPROVAL OF PLACEMENT OF SHARES

To consider and, if thought fit, pass the following ordinary resolution:

THAT for the purposes of ASX Listing Rule 7.1 and for all other purposes, shareholders approve the issue and allotment of up to 50,000,000 Shares in the Company to such allottees and on such terms as more particularly described in the Explanatory Memorandum accompanying this Notice.

Voting Exclusion Statement for Resolution 7:

The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who may participate in the placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed. However, the Company will not disregard a vote if it is cast by:

• a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• b) the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

Dated 13 December 2012 By order of the Board of Genesis Resources Limited

Sophie Karzis Company Secretary

Voting by proxy

• (a) A shareholder entitled to attend and vote at the Extraordinary General Meeting may appoint one proxy or, if the shareholder is entitled to cast 2 or more votes at the meeting, 2 proxies, to attend and vote instead of the shareholder.
• (b) Where 2 proxies are appointed to attend and vote at the meeting, each proxy may be appointed to represent a specified proportion or number of the shareholder's voting rights at the meeting.
• (c) A proxy need not be a shareholder of the Company.
• (d) A proxy may be an individual or a body corporate. If a body corporate is appointed, the proxy form must indicate the full name of the body corporate and the full name or title of the individual representative of the body corporate for the meeting.
• (e) A proxy form accompanies this notice. If a shareholder wishes to appoint more than 1 proxy, they may make a copy of the proxy form attached to this notice. For the proxy form to be valid it must be received together with the power of attorney or other authority (if any) under which the form is signed, or a (notarially) certified copy of that power of authority by 10.00 am (Melbourne time) on Monday, 14 January 2013:
• by post at GPO Box 242, Melbourne, Victoria 3001; or
• by personal delivery at Yarra Falls, 452 Johnston Street, Abbotsford, Victoria, 3067; or
• by facsimile: Australia 1800 783 447, overseas - +61 3 9473 2555; or
• Custodian voting For Intermediary Online subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

Voting and other entitlements at the extraordinary general meeting

A determination has been made by the Board of the Company under regulation 7.11.37 of the Corporations Regulations 2001 that shares in the Company which are on issue at 7.00 pm (Melbourne time) on Monday, 14 January 2013 will be taken to be held by the persons who held them at that time for the purposes of the extraordinary general meeting (including determining voting entitlements at the meeting).

VOTING INFORMATION WHY HAS THIS MEETING BEEN CALLED?

As announced by the Company to the ASX on 26 November 2012, the Company was served with a notice of requisition of meeting dated 26 November 2012 (Requisition Notice) pursuant to section 249D(1) of the Corporations Act 2001 (Cth) (Act) by a shareholder S Active Holding Sdn Bhd (S Active), which holds more than 5% of the votes that may be cast at a general meeting of the Company.

S Active is a shareholder of Genesis and holds as at the date of this Notice 22,117,930 fully paid ordinary shares in the Company, being 18.13% of the Company's total issued share capital. The Requisition Notice and an accompanying shareholder's statement from S Active (Statement) is attached to this Notice of Meeting in Annexure A.

SECTION 249D OF THE ACT

Under section 249D of the Act, the Directors must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting. Directors must call the meeting within 21 days after the request is given to the company, and the meeting is to be held not later than 2 months after the Notice has been received. This Extraordinary General Meeting has therefore been convened by the Directors in accordance with their obligations under the Act and the statutory timeframe provided by the Act.

PROPOSAL OF ADDITIONAL RESOLUTIONS

In order to avoid incurring additional costs of convening another extraordinary meeting, the Board seeks this opportunity to propose Resolutions 6 and 7 to shareholders at this Extraordinary General Meeting.

QUESTIONS

In order to provide an equal opportunity for all shareholders to ask questions of the Board, we ask you to submit in writing any questions to the Company. Please send your written questions via email to the Company Secretary at sk@ccounsel.com.au. Written questions must be received by no later than 5.00 pm on Monday, 14 January 2013.

Your questions should relate to matters that are relevant to the business of the Extraordinary General Meeting, as outlined in this Notice of Meeting and Explanatory Memorandum. A reasonable opportunity will also be provided to shareholders attending the Extraordinary General Meeting to ask questions of the Board, which the Chairman will seek to address to the extent reasonably practicable. However, there may not be sufficient time to answer all questions at the Extraordinary General Meeting. Please note that individual responses may not be sent to shareholders.

EXPLANATORY MEMORANDUM TO NOTICE OF EXTRAORDINARY GENERAL MEETING

1. Resolutions 1 to 4 (inclusive) - Appointment of Directors

1.1 BACKGROUND

Resolutions 1-4 are ordinary resolutions.

The proposed directors the subject of Resolutions 1–4 (Candidates) were non-executive directors of Genesis until the close of the Company's 2012 annual general meeting (2012 AGM), where resolutions for their respective re-elections (items 3–6 of the notice of 2012 AGM) were not carried on a poll.

S Active's votes on items 3–6 at the 2012 AGM in relation to the re-election of the Candidates were not counted towards the poll results of those resolutions, due to a technical error in completing its proxy form, and the subsequent invalidation of the proxy form. S Active has advised the Company that it sought to vote in favour of items 3–6 on its rejected proxy form.

S Active has advised the Company in the Statement that it believes these resolutions would have been carried if S Active had been permitted to exercise its substantial voting power of 18.13% (as at the date of the 2012 AGM) in favour of these resolutions.

S Active has accordingly requisitioned this Extraordinary General Meeting to seek to reinstate the Candidates to the Board by putting Resolutions 1 – 4 to shareholders. S Active has advised the Board that it seeks to reinstate the Candidates to the Board as it is of the view that the Candidates are integral to the Company's operations, and in particular the successful implementation of Company's ongoing drilling and exploration program at the Plavica Project.

The Board affirms this view, and notes that the reinstatement of the Candidates will enable the Company to continue implementing its drilling programs and forward strategies with minimal disruption. Further, the Board notes that the Candidates collectively possess an important blend of qualities crucial to the success of a junior exploration company such as Genesis, including technical expertise, capital raising experience, and significantly an acute understanding of the Company's exploration activities and operations.

1.2 BOARD RECOMMENDATION

On the basis of the foregoing, the Board recommends that shareholders vote in favour of Resolutions 1 – 4. The Chairman of the Extraordinary General Meeting intends to vote all available proxies in favour of Resolutions 1-4.

1.3 BIOGRAPHIES OF CANDIDATES

A brief biography of the Candidates, each of whom has consented to act as a director of the Company, is provided below.

1.3.1 Deric Wee

Mr Wee was appointed as Non-Executive Director on 11 December 2009, and held office until the close of the 2012 AGM.

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

Mr Wee acquired extensive experience and competence in key areas including sales, marketing, share and stock trading, and co-ordinated a number of corporate strategies such as initial public offerings, mergers and acquisitions, restructurings, placements and advisory services relating to securities listed on Bursa Malaysia and the ASX.

Mr Wee currently has a relevant interest in 1,860,000 Shares, and 620,000 options to acquire Shares in the Company.

1.3.2 Patrick Volpe

Mr Volpe was appointed as Non-Executive Director on 11 May 2012, and held office until the close of the 2012 AGM.

Mr Volpe is currently Chairman of Botswana Metals Limited and Cardia Bioplastics Limited, both public companies listed on the ASX. Mr Volpe has skills and experience gained from 12 years in the stockbroking industry after holding management positions with the National Australia Bank Ltd, Ansett Transport Industries Ltd and Pacific Dunlop Limited.

Mr Volpe also has a strong financial background and is a member of CPA Australia. Mr Volpe is experienced in capital raisings and has raised funds globally from institutions, private wealthy investors and the retail market. He has raised monies from the USA, Canada and UK and Europe. He has a good investor and broker network globally as a result of his previous experience as a stock broker in the equity and capital markets from 1988 to 1998.

Mr Volpe is known in the mining and investment community with several successes including founding of A-Cap Resources Limited that now has a Uranium resource classified in the world's top 10 discoveries where he remains a founding and major shareholder, and recently through Botswana Metals Limited has made at least three new discoveries for Copper-Silver and Nickel –Cu. He also has been involved in direct negotiations with vendors for mining tenure in countries that includes China, Argentina, Brazil, PNG, Australia and Botswana.

Mr Volpe currently has a relevant interest in 2,222,222 Shares in the Company.

1.3.3 John Zee

Mr Zee was appointed as Non-Executive Director on 11 May 2012, and held office until the close of the 2012 AGM.

Mr Zee has worked in the financial services industry in stockbroking, corporate advisory and capital raisings in Australia for over 30 years. His expertise in deal structuring and capital raisings for start-ups or enterprises in their various lifecycles is well-known.

His current roles include serving as the Responsible Manager for Foxfire Capital AFSL 390210 in the provision of financial services in securities dealing and corporate advisory. These roles have included an extensive amount of customer contact. He has a wellestablished extensive network of investors across Asia for the purpose of introducing investment opportunities and corporate transactions.

1.3.4 John Karajas

Mr Karajas was appointed as Non-Executive Director on 22 October 2012, and held office until the close of the 2012 AGM.

Mr Karajas is a geologist with over 40 years' experience in mineral and hydrocarbon exploration, which includes gold and base metal exploration in Western Australia, Queensland, Iceland, Macedonia and northern Sweden.

Mr Karajas has extensive exploration expertise gained from his positions within several North American multinational companies, including Falconbridge, Anaconda and Hanna Mining. In addition, Mr Karajas' management experience includes six years (between 2005 - 2011) as Managing Director of Red River Resources Limited.

Importantly, Mr Karajas is fluent in both English and Macedonian, which was of key contribution to the Company during his term as Director as the Company progressed its Plavica Project in Macedonia.

Mr Karajas is a Member of the Australia Institute of Geoscientists, a Non-Executive Chairman of Red River Resources Limited and a Non-Executive Director of United Orogen Limited.

2. Resolution 5 – Determination of Non-Executive Directors' Aggregate Fee Pool

2.1 BACKGROUND

The resolution the subject of this Resolution 5 was put to shareholders (in the form of item 7 of the notice of 2012 AGM) at the 2012 AGM.

As above-mentioned, S Active's votes on item 7 of the notice of 2012 AGM were not counted towards the poll results of that resolution, due to a technical error in completing its proxy form, and the subsequent invalidation of the proxy form. S Active has advised the Company that it sought to vote in favour of item 7 on its rejected proxy form.

S Active has advised the Company in the Statement that it believes this resolution would have been carried if S Active had been permitted to exercise its substantial voting power of 18.13% (as at the date of the 2012 AGM) in favour of this resolution.

S Active has accordingly requisitioned this Extraordinary General Meeting to seek to put Resolution 5 to shareholders.

Resolution 5 is an ordinary resolution.

2.2 BOARD RECOMMENDATION

The Board abstains from making a recommendation to shareholders in relation to this Resolution 5. In addition, the Directors and their associates will be excluded from voting on this resolution in accordance with the ASX Listing Rules. The Chairman of the Extraordinary General Meeting intends to vote all available proxies in favour of Resolution 5.

2.3 FURTHER INFORMATION

Under article 6.5(a) of the Company's constitution, the Company may pay to the Non-Executive Directors a maximum total amount of director's fees determined at a general meeting, or until so determined, as the Directors resolve. Prior to the 2012 AGM, no resolution had been proposed at a general meeting to determine an aggregate fee pool for Non-Executive Directors. Accordingly, under both ASX Listing Rule 10.17 and article 6.5(a) of the Company's Constitution, the Company is now seeking shareholder approval to determine the total aggregate remuneration per annum that may be paid to Non-Executive Directors.

The Board considers that it is reasonable and appropriate at this time to seek set the remuneration pool for Non-Executive Directors at \$300,000 per annum for the following reasons:

• a) expected growth of the Company and increased responsibilities for Non-Executive Directors;

• b) Non-Executive Directors' fees may in the future need to be increased to retain Directors;

• c) to attract new Non-Executive Directors of a calibre required to effectively guide and monitor the business of the Company;

• d) to remunerate Non-Executive Directors appropriately for the expectations placed upon them by the Company and the regulatory environment in which it operates; and
• e) the proposed fee pool of \$300,000 is aligned with the aggregate remuneration pool for nonexecutive directors of other junior exploration companies of a comparable size.

The Company paid to its Non-Executive Directors a total amount of \$139,342 (inclusive of superannuation) in fees for their services in the financial year ended 30 June 2012.

As at the date of this Notice, the Board currently has two Non-Executive Directors, including the Non-Executive Chairman. Alex Lim, Non-Executive Director is remunerated at \$48,000 per annum, and Eddie Pang, Non-Executive Chairman is remunerated at \$60,000 per annum. In the event that the Candidates the subject of Resolutions 1-4 are appointed to the Board as Non-Executive Directors, the Board's intention is to remunerate the Candidates at \$48,000 per annum, thus bringing the aggregate fees payable to Non-Executive Directors to \$300,000 per annum (being the limit proposed under this Resolution 5).

3. Resolution 6 – Ratification of Issue and Allotment of Shares

3.1 BACKGROUND

Resolution 6 is an ordinary resolution.

The Company seeks shareholder ratification pursuant to ASX Listing Rule 7.4 for an issue of 18,000,000 Shares on 10 December 2012 to a number of sophisticated investors who are not related parties of the Company, at an issue price of \$0.10 per share (Prior Placement).

The issue price of \$0.10 represents a 6.9% discount to the volume weighted average price of Genesis shares during the 30 trading days up to and including 6 December 2012.

The Company raised \$1,800,000 under the Prior Placement, which funds will be used for the purposes outlined below.

3.2 PURPOSE OF FUNDS RAISED

As notified to the market, the Company has commenced drilling programs at one out of seven concession licence areas over the Plavica Project; this single concession licence area represents, in the Board's opinion, a key area with the most geologically valuable potential within the overall concession area of the Plavica Project.

The seven concession licences over the Plavica Project have been granted to the Company's joint venture partner for a term of 4 years to April 2014.

With regard to the expiration date of the seven concession licences in April 2014, the Board has decided to expedite the Company's drilling programs at the Plavica Project in 2013, in order to meet the minimum drilling requirements for the six other concession licences. The Company intends to commence drilling programs at all seven concession licences from February 2013, and will undertake a total of 44,000m of reverse circulation drilling and 22,000m of diamond core drilling in 2013. These drilling programs will be designed to progress the Plavica Project through to a final feasibility study.

The Board has reviewed the Company's cash flow position and budgeted expenditure for 2013, and has determined that the Company will require additional funds to commence expedited drilling programs at all seven concession licences over the Plavica Project in February 2013.

The funds of \$1,800,000 raised under the Prior Placement will be used to pay for costs associated with the placement and fund the proposed expedited drilling programs at the Plavica Project. The Board notes that whilst the funds raised under the Prior Placement will be sufficient to fund the initial stages of the proposed drilling programs, the Company will require further capital over the next few months to sustain these aggressive and expedited drilling programs.

The Company continues to explore other capital raising opportunities to equip the Company with the financial capacity to implement a significant and sustained drilling program in 2013, and has determined to raise additional capital via a proposed further placement of Shares, subject to shareholder approval which the Company seeks under Resolution 7.

The Board recognises the dilutionary effect of equity capital raisings on shareholders, and continues to seek to reconcile this with the Company's need for capital to fund exploration activity which the Board hopes will unlock the potential of its projects and generate shareholder value.

The Board is committed to striking an appropriate balance between preventing unnecessary dilution of existing shareholders and raising an appropriate amount of funds as the need arises, in the best interests of all shareholders.

3.3 ASX LISTING RULES

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions under ASX Listing Rule 7.2, issue or agree to issue shares during any 12 month period in excess of 15% of the number of shares on issue at the commencement of that 12 month period without shareholder approval.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1, by permitting the ratification of previous issues of shares which were not made under a prescribed exception under ASX Listing Rule 7.2 or with shareholder approval, provided that such issues did not breach the 15% threshold set out by Listing Rule 7.1. If shareholders of a company approve the ratification of such previous issues of shares at a general meeting, those shares will be deemed to have been issued with shareholder approval for the purposes of ASX Listing Rule 7.1.

3.4 REASON FOR RESOLUTION 6

The effect of ratification in accordance with ASX Listing Rule 7.4 is the reinstatement of the Company's maximum capacity to issue further shares up to 15% of the issued capital of the Company, if required, in the next 12 months without requiring shareholder approval.

3.5 BOARD RECOMMENDATION

The Directors believe that it is in the best interests of the Company that the Directors maintain their ability to issue up to 15% of the issued capital of the Company. The Directors do not currently have any specific intention to make any further issue of shares without approval of shareholders under ASX Listing Rule 7.1 in the next 12 months, unless such issue falls under an exception to the 15% threshold in ASX Listing Rule 7.2. Whilst the Board intends to make a further issue of Shares to raise funds, the Board has determined that prior approval should be sought from shareholders before issuing such Shares under Resolution 7.

The Directors consider it to be appropriate and prudent for approval to be sought at the Extraordinary General Meeting, in respect of the relevant issue of shares made by the Company in the last twelve months. The Directors believe this approval will enhance the Company's flexibility to finance strategic transactions through raising equity capital, should the Directors consider that it is in the best interests of the Company to do so.

On the basis of the foregoing, the Directors unanimously recommend that shareholders vote in favour of Resolution 6. The Chairman of the Extraordinary General Meeting intends to vote all available proxies in favour of Resolution 6.

3.6 SPECIFIC INFORMATION REQUIRED BY ASX LISTING RULE 7.5

As detailed in section 3.1 of this Explanatory Memorandum, the Company completed the Prior Placement to various sophisticated investors to raise \$1,800,000.

The Company confirms that the issue and allotment of shares the subject of the Prior Placement did not breach ASX Listing Rule 7.1.

In accordance with ASX Listing Rule 7.5, which contains requirements as to the contents of a notice sent to shareholders for the purposes of ASX Listing Rule 7.4, the information in the following table is provided to shareholders:

No. of Shares issued	18,000,000
Issue price per Share	\$0.10
Terms of Shares	Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company.
Basis on which allottees were determined	The Shares were allotted and issued by way of placements to various sophisticated investors who are not related parties of the Company introduced to the Company by advisors to the Company.
Use of funds raised	The funds of \$1,800,000 raised under the Prior Placement will be used to pay for costs associated with the placement and fund the proposed expedited drilling programs at the Plavica Project as described in section 3.2 of this Explanatory Memorandum.
Voting Exclusion Statement	The Company will disregard any votes cast on this resolution by any person who participated in the issue of the shares and any of their associates. However, the Company will not disregard a vote if it is cast by: a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or the person chairing the meeting as proxy for a person entitled b) to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

4. Resolution 7 – Approval of Placement of Shares

4.1 BACKGROUND

Resolution 7, which is an ordinary resolution, seeks shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 50,000,000 Shares at an issue price of not less than 80% of the average market price of Shares for the last five days on which sales of the Shares are recorded before the day on which the issue will be made (Proposed Placement).

The funds raised from the Proposed Placement will be used for the purposes set out in section 3.2 of this Explanatory Memorandum.

4.2 ASX LISTING RULES

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

Given the proposed issue of Shares under Resolution 7 will exceed this 15% threshold and none of the exceptions in ASX Listing Rule 7.2 apply, shareholder approval is required in accordance with Listing Rule 7.1.

The effect of Resolution 7 will be to allow the Company to issue up to 50,000,000 Shares during the period of 3 months after the Extraordinary General Meeting (or a longer period if allowed by ASX) without using the Company's 15% placement capacity.

4.3 SPECIFIC INFORMATION REQUIRED BY ASX LISTING RULE 7.3

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

Maximum no. of Shares to be issued	50,000,000
Date by which Shares will be issued	The Company will issue and allot the Shares under the Proposed Placement no later than 3 months after the date of the Extraordinary General Meeting (or such longer period of time as ASX may in its discretion allow).
Issue price per Share	The Shares under the Proposed Placement will be allotted at an issue price that is not less than 80% of the average market price of Shares for the last five days on which sales of the Shares are recorded before the day on which the issue will be made.
Basis on which allottees will be determined	The Directors intend that the Shares be issued and allotted to various sophisticated investors and professional investors introduced to the Company by the Company's advisors and/or invited by the Company to participate in the Proposed Placement; however the Company will ensure that no shares are allotted to related parties or associates of related parties of the Company.

Terms of Shares	Fully paid ordinary shares ranking pari-passu with other existing fully paid ordinary shares in the Company.
Use of funds raised	The funds raised under the Proposed Placement will be used to pay for costs associated with the placement and fund the proposed expedited drilling programs at the Plavica Project as described in section 3.2 of this Explanatory Memorandum.
Progressive Allotment	The Directors intend that allotment of the Shares under the Proposed Placement will occur progressively.
Voting Exclusion Statement	The Company will disregard any votes cast on this resolution by a person (and any associates of such a person) who may participate in the placement and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this resolution is passed. However, the Company will not disregard a vote if it is cast by: a) a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or b) the person chairing the meeting as proxy for a person entitled to vote, in accordance with a direction on a proxy form to vote as the proxy decides.

4.4 PROPOSED PLACEMENT FACILITY TO LAPSE IF NOT UTILISED

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

4.5 BOARD RECOMMENDATION

The Directors unanimously recommend that shareholders vote in favour of Resolution 7. The Chairman of the Extraordinary General Meeting intends to vote all available proxies in favour of Resolution 7.

5. Glossary

Unless the context otherwise requires, the following terms have the following meaning:

2012 AGM means the Company's 2012 annual general meeting held on 26 November 2012.

Act means the Corporations Act 2001 (Cth).

ASX means the Australian Securities Exchange.

Board means the board of Directors of the Company from time to time.

Candidates mean the proposed Directors the subject of Resolutions 1-4.

Chairman means the chairman of the Extraordinary General Meeting.

Closely Related Party (of a member of KMP of an entity) has the definition given to it by section 9 of the Corporations Act, and means:

• a) a spouse or child of the member; or
• b) a child of the member's spouse; or
• c) a dependant of the member or of the member's spouse; or
• d) anyone else who is one of the member's family and may be expected to influence the member, or be influenced by the member, in the member's dealings with the entity; or
• e) a company the member controls; or
• f) a person prescribed by the regulations for the purposes of this definition (nothing at this stage).

Company means Genesis Resources Limited ACN 114 787 469.

Constitution means the constitution of the Company as amended from time to time.

Explanatory Memorandum means this explanatory memorandum that is annexed to and forms part of the Notice.

Extraordinary General Meeting means the general meeting of the shareholders of the Company to which the Notice and this Explanatory Memorandum relates.

Key Management Personnel or KMP means those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including any director (whether executive or otherwise) of that entity.

Notice means this notice of Extraordinary General Meeting dated 13 December 2012.

Prior Placement means the placement, the subject of Resolution 6, of 18,000,000 Shares by the Company on 10 December 2012 to a number of sophisticated investors at an issue price of \$0.10 per Share.

Proposed Placement means the proposed placement, the subject of Resolution 7, of up to 50,000,000 Shares.

Requisition Notice means the notice of requisition of meeting dated 26 November 2012 (pursuant to section 249D(1) of the Act) served on the Company by S Active, and which is attached to the Notice in Annexure A.

S Active means S Active Holding Sdn Bhd, a shareholder of the Company which holds as at the date of this Notice 22,117,930 fully paid ordinary shares in the Company.

Share means a fully paid ordinary share in the capital of the Company.

Statement means a shareholder's statement from S Active accompanying the Requisition Notice and which is attached to the Notice in Annexure A.

ANNEXURE A

REQUISITION NOTICE AND STATEMENT FROM S ACTIVE

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

Lodge your vote:

By Mail:

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

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

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

For all enquiries call:

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

Proxy Form

*S000001Q01*

For your vote to be effective it must be received by 10.00am (Melbourne time) Monday 14 January 2013

How to Vote on Items of Business

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

Appointment of Proxy

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

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

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

A proxy need not be a securityholder of the Company.

Signing Instructions

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

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

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

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

Attending the Meeting

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

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

Turn over to complete the form

www.investorcentre.com View your securityholder information, 24 hours a day, 7 days a week:

Review your securityholding Update your securityholding Your secure access information is:

SRN/HIN: I9999999999

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

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030	Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with 'X') should advise your broker of any changes.	I9999999999 I 9999999999	I ND
Proxy Form	Please mark	to indicate your directions
STEP 1 Appoint a Proxy to Vote on Your Behalf I/We being a member/s of Genesis Resources Limited hereby appoint			XX
the Chairman OR of the Meeting		 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Extraordinary General Meeting of Genesis Resources Limited to be held at HWL Ebsworth Lawyers, Level 26, 530 Collins Street, Melbourne VIC 3000 on Wednesday, 16 January 2013 at 10.00 am (Melbourne time) and at any adjournment of that meeting.		insert your own name(s).
Chairman authorised to exercise undirected proxies on remuneration related resolutions: Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Item 5 (except where I/we have indicated a different voting intention below) even though Item 5 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman. This express authority is also subject to you marking the box in the section below. Important for Item 5: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 5 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 5 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of Item 5 of business. I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.  STEP 2	PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your
Items of Business	behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.
Item 1 Appointment of Deric Wee as Director
Item 2 Appointment of John Karajas as a Director
Item 3 Appointment of Patrick Volpe as a Director
Item 4 Appointment of John Zee as a Director
Item 5 Determination of Non-Executive Directors' Aggregate Fee Pool
Item 6 Ratification of Issue and Allotment of Shares
Item 7 Approval of Placement of Shares
The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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