GENESIS RESOURCES LIMITED — Capital/Financing Update 2012

Apr 10, 2012

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GENESIS RESOURCES LIMITED

(ASX: GES)

ASX Release

11 April 2012

The Manager Company Announcements Office ASX Limited Level 45 – South Tower, Rialto 525 Collins Street MELBOURNE VIC 3000

Pro-Rata Non-Renounceable Rights Issue Notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth)

Genesis Resources Limited ( Genesis or the Company ) has announced a fully underwritten prorata non-renounceable rights issue ( Offer ) on a 1-for-2 basis at an issue price of 4.5 cents per share with 1 free attaching option (exercisable at 10 cents and expiring 2 years from the date of issue) for every share subscribed. The Offer is made to holders of ordinary shares in the Company who had a registered address in Australia or New Zealand as at 7:00pm (Melbourne time) on Thursday 5 April 2012.

The Company gives notice under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (the Act ) as follows:

• (a) the new shares will be offered for issue without disclosure to investors under Part 6D.2 of the Act;

• (b) this notice is being given under section 708AA(2)(f) of the Act;

• (d) as at the date of this notice, Genesis has complied with:

• (i) the provisions of Chapter 2M of the Act as they apply to Genesis; and

• (ii) section 674 of the Act;

• (e) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Act; and

• (f) the potential effect that the issue of the new shares will have on the control of Genesis, and the consequences of that effect, will depend on a number of factors including:

GENESIS RESOURCES LIMITED ACN 114 787 469 Level 3, 1 Collins Street, Melbourne, Victoria 3000, Australia Tel: +61 3 9665 0411 | Fax: +61 3 9650 5571 | www.genesisresourcesltd.com.au

• (i) the level of shareholder participation (including both the taking up of entitlements and applications for additional shares); and

• (ii) which shareholders participate.

If every shareholder takes up their full entitlement, there will be no effect on the control of Genesis, as the Offer is made pro-rata and in that case there would not be any scope for any shareholder to apply for additional new shares under the Offer and there would be no shortfall for the underwriter, Tigermoth Investments Limited ( Tigermoth or the Underwriter ), which is a major shareholder of the Company.

If no shareholder other than the Underwriter takes up any of their entitlement and no rights are exercised ( Lack of Shareholder Subscription ), the following would result (before the effect of the underwriting):

				Percentage of Genesis’ Issued Capital After Taking Up Full Entitlement (%)
		Current Percentage Of Genesis’ Issued Capital (%)	Total Holdings After Taking Up Full Entitlement
	Current Holding
Party
Tigermoth Investments Limited	2,500,000	4.71	3,750,000	4.71

The Underwriter will be bound to subscribe for all new shares which are not taken up under the Offer or under the shortfall facility. If no shareholder, other than the Underwriter, takes up any of their entitlement and no rights are exercised, the Underwriter will therefore be bound to subscribe for 25,290,376 shares at a total price of A$1,138,666.92. The final shareholding interests of the Underwriter upon completion of the Offer in the event of Lack of Shareholder Subscription will be as follows:

	Current Percentage Of Genesis’ Issued Capital (%)					Maximum Percentage Of Genesis’ Issued Capital
		Full Entitlement Under The Offer	Maximum Under Written Shares	Maximum Number Shares Acquired Under The Offer
					Total Maximum Holding
Current Holding
2,500,000	4.71	1,250,000	25,290,376	26,540,376 (inclusive of full entitlement and maximum underwritten shares)	29,040,376 (being the total of current holding and maximum shares acquired under Offer)	36.47

The following can be said about the effect of the Offer on the control of Genesis:

• currently, the Underwriter does not control Genesis;

• as noted above, if every shareholder takes up their full entitlement, there will be no effect on the control of Genesis following the Offer;

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• the Offer, as a result of Lack of Shareholder Participation could result in the Underwriter increasing its holding in Genesis by 31.76%, giving it significantly increased voting power;

• The Underwriter has advised Genesis that it does not currently intend to change its existing relationship with Genesis (other than the number of shares it holds directly); and

• in addition to the shares that may be issued to the Underwriter as a result of the underwriting, the Underwriter will also receive the underwriting fee of 5% of the amount to be raised under the Offer; together with an administration fee of 1% of the amount to be raised under the Offer.

Yours faithfully

Sophie Karzis Company Secretary

• T. 03 9665 0460 F. 03 9650 5571

M. 0409 540 827 E. sk@ccounsel.com.au

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