GENESIS RESOURCES LIMITED — Capital/Financing Update 2012

Mar 28, 2012

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GENESIS RESOURCES LIMITED

(ASX: GES)

ASX Release

29 March 2012

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

Dear Sir/ Madam

Letters to Shareholders – Non-Renounceable Rights Issue

On 27 March 2012, Genesis Resources Limited announced it would undertake a pro-rata nonrenounceable rights issue (the Offer ).

I attach a letter relating to the Offer which is being mailed to all shareholders today.

Yours faithfully

Sophie Karzis Company Secretary

T. 03 9665 0460 F. 03 9650 5571 M. 0409 540 827 E. sk@ccounsel.com.au

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

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29 March 2012

Dear Shareholder

Pro-Rata Non-Renounceable Rights Issue

On 27 March 2012 Genesis Resources Limited ( Genesis or the Company ) announced that it would undertake a fully underwritten pro-rata non-renounceable rights issue ( Offer ) to holders of ordinary shares ( Shares ) in the Company ( Shareholders ) with a registered address in Australia or New Zealand ( Eligible Shareholders ) as at 7:00pm (Melbourne time) on Thursday 5 April 2012 ( Record Date ).

The Company has prepared an Offer Information Statement for the Offer. The Offer Information Statement was lodged with the Australian Securities Exchange ( ASX ) on Wednesday 28 March 2012 and a copy is available on the ASX website and the Company’s website at www.genesisresourcesltd.com.au.

The Offer Information Statement will be despatched to Eligible Shareholders in Australia and New Zealand on Thursday 12 April 2012.

Treatment of ineligible shareholders

The Company has determined that it would be unreasonable to extend the Offer to any shareholder with a registered address outside Australia or New Zealand, having regard to:

• the small number of shareholders with addresses in such other countries;

• the number and value of the shares they hold; and

• the cost to the Company of complying with applicable legal and regulatory requirements in such other countries.

Accordingly, Eligible Shareholders are those shareholders who:

• will be on the Company’s register of shareholders as at the Record Date; and

• have a registered address in Australia or New Zealand.

Details of the Offer

Pursuant to the Offer, the Company will issue 26,540,376 fully paid ordinary shares in the capital of the Company ( New Shares ) at an issue price of 4.5 cents each, to raise approximately $1.19 million (before costs). The issue price represents a discount of approximately 36% to the closing price of 7 cents for Shares last traded on the Australian Securities Exchange ( ASX ) on 22 March 2012.

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

The Rights Issue offers Eligible Shareholders the right to take up one New Share for every two Shares held as at 7.00pm (Melbourne time) on Thursday 5 April 2012 at an issue price of 4.5 cents per New Share ( Entitlement ). The right to subscribe for New Shares in accordance with an Entitlement under the Offer will be non-renounceable. Eligible Shareholders that accept their Entitlement, either fully or in part, will also receive one free attaching option for every one New Share subscribed for under the Rights Issue ( Attaching Option ). Each Attaching Option, which will entitle its holder to subscribe for one Share, will be exercisable at 10 cents and will expire 2 years from its date of issue.

The Rights Issue Offer is to be fully underwritten by Tigermoth Investments Limited ( Tigermoth or Underwriter ). The Underwriter (and/or its nominees) will similarly be entitled to receive one Attaching Option for each shortfall Share subscribed for.

The New Shares issued under the Offer will be fully paid and will rank equally with the Company’s existing Shares. The Company will make an application to the ASX for official quotation of the New Shares.

The number of Shares on issue in the Company at the date of this letter and the total number of Shares that will be on issue in the Company following the Offer are as follows:

EVENT	NUMBER OF SHARES
Shares on issue at date of Offer Information Statement	53,080,752
New Shares issuedpursuant to the Rights Issue Offer	26,540,376
TOTAL SHARES ON ISSUE AFTER COMPLETION OF THE OFFER	79,621,128

The number of options on issue in the Company at the date of this letter and the total number of options that will be on issue in the Company following the Offer are as follows:

OPTIONS CURRENTLY ON ISSUE:	NUMBER OF OPTIONS
Unlisted options exercisable at $0.20 on or before 27 October 2012	500,000
OPTIONS OFFERED PURSUANT TO THE OFFER:
AttachingOptions exercisable at $0.10 within 2years of date of issue	26,540,376
TOTAL OPTIONS ON ISSUE AFTER COMPLETION OF THE OFFER	27,040,376

After payment of the costs and expenses of the Offer, the proceeds of the Rights Issue will be applied to meet the Company’s general working capital requirements and to enable the Company to focus on its Australian and Macedonian projects. In particular, the Company intends to use funds raised to undertake additional resource definition drilling and a scoping study for its Plavica Project in Macedonia, and further drilling programs for its Gladstone and Alice Springs Projects in Australia. It is also the Company’s intention to identify and pursue other exploration opportunities both locally and internationally.

Offer timetable

EVENT	DATE(2012)
Announcement of RightsIssue	Tuesday27 March
Lodging of Offer information statement and Appendix 3B with ASX.	Wednesday 28 March
Notice to Option holders	Wednesday28 March
Notice to Shareholders	Thursday29March
Existing shares commence trading without the entitlement to participate in the	Friday 30 March

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EVENT	DATE(2012)
Offer
Record Date (date for determining Shareholder entitlements to participate in the Rights Issue)	7:00pm (Melbourne time) on Thursday 5 April
Offer information documents despatched to eligible shareholders and announcementismade that despatch is complete	Thursday 12 April
Opening date ofthe Offer	Thursday12 April
Closing Date of Rights Issue	5:00pm (Melbourne time) on Friday27 April
Securities are quoted ona deferred settlement basis	Monday 30April
Notificationofunder-subscriptions to UnderwriterandASX	Monday 30April
ShortfallSettled	Wednesday2 May
Despatch Date when Shares and Options are entered into Shareholders’ uncertificated securityholdings	Friday 4 May
Deferred settlement trading ends	Friday4 May
HoldingStatement mail out date	Tuesday8 May

This timetable is indicative only and subject to change. Subject to the Corporations Act 2001 (Cth) ( Corporations Act ) and the ASX Listing Rules, the Company, in conjunction with the Underwriter, reserves the right to vary these dates, including the closing date of the Offer, without prior notice.

The Company also reserves the right not to proceed with the whole or part of the Offer at any time prior to the issue date. In that event, application monies will be refunded in full without interest.

Dealing with Entitlements

Eligible Shareholders have the following alternatives available in relation to the Rights Issue:

1. accept their Entitlement in full;

2. accept their Entitlement in full and apply for additional New Shares over and above their Entitlement;

3. partially accept their Entitlement; or

4. allow their Entitlement to lapse.

To the extent that Shareholders do not take up their Entitlement, their interest in the Company will be diluted.

Full details of the terms and conditions of the Offer will be contained in the Offer Information Statement to be lodged with ASX and despatched to Eligible Shareholders in accordance with the timetable set out above.

For further information on your Entitlement please contact the share registry on 1300 850 505 (within Australia) or +61 3 9415 4000 (outside Australia) from 8.30am to 5.00pm (Melbourne time) Monday to Friday.

Yours faithfully

Eddie Pang Chairman Genesis Resources Limited

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