GENESIS RESOURCES LIMITED — Capital/Financing Update 2012

Mar 26, 2012

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GENESIS RESOURCES LIMITED

(ASX: GES)

ASX Release

27 March 2012

Pro-Rata Non-Renounceable Rights Issue

• 1-for-2 pro-rata non-renounceable Rights Issue 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

• To be fully underwritten by Tigermoth Investments Limited

• Rights Issue to raise approximately $1.19 million

• Proceeds to provide general working capital, to enable the Company to focus on its Australian and Macedonian projects, and to enable the Company to identify and pursue further exploration opportunities both locally and internationally

Overview

Genesis Resources Limited ( Genesis or the Company ) announces a 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 ).

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.

The Rights Issue offers 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. 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 ). Attaching Options are exercisable at 10 cents each and will expire 2 years from their date of issue.

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 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. To the extent that a Shareholder does not take up their Entitlement, their interest in the Company will be diluted.

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.

There will be an Offer Information Statement in relation to the Offer which will be lodged with ASX on Wednesday 28 March 2012 and despatched to Eligible Shareholders in accordance with the timetable below.

The number of issued Shares at the date of this announcement and the total number of issued Shares 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 Offers	79,621,128

The number of options at the date of this announcement and the total number of options 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 offeredpursuant to the Offers:	Number of Options
AttachingOptions exercisable at $0.10 within 2years of date of issue	26,540,376
Total options on issue after completion of the Offers	27,040,376

All Eligible Shareholders may participate in the Offer.

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	Thursday 29 March
Existing shares commence trading without the entitlement to participate in the Offer	Friday 30 March

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EVENT	DATE(2012)
Record Date (date for determining Shareholder entitlements to participate in theRightsIssue)	7:00pm (Melbourne time) on Thursday 5April
Offer Information Statement despatched to eligible shareholders and announcementismade that despatch is complete	Thursday 12 April
Opening date ofthe Offer	Thursday12 April
Closing Date of Offer	5:00pm (Melbourne time) on Friday 27 April
Securities are quoted on a deferred settlement basis	Monday 30 April
Notification of under-subscriptions to Underwriter and ASX	Monday 30 April
Shortfall Settled	Wednesday 2 May
Despatch Date when Shares and Options are entered into Shareholders’ uncertificated securityholdings	Friday 4 May
Deferred settlement trading ends	Friday4 May
Holding Statementmailout 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.

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.

-End

For further information, please contact:

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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