GENESIS RESOURCES LIMITED — Capital/Financing Update 2017

Jan 31, 2017

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GENESIS RESOURCES LIMITED

(ASX : GES )

Wednesday 1 February 2017

Pro-Rata Non-Renounceable Rights Issue

• 3-for-8 pro-rata non-renounceable rights issue at an issue price of $0.017 per share to raise approximately $3 million

• Fully underwritten, with shortfall facility to enable applications for additional shares

• Funds raised to finance the Company’s ongoing drilling and exploration programs at its Plavica Project and for general working capital

Overview of the Offer

Genesis Resources Limited ( Genesis or the Company ) is pleased to announce a pro-rata nonrenounceable rights issue ( Offer ) to shareholders, on the basis of 3 new shares for every 8 Genesis shares held as at 7:00pm (Melbourne time) on Monday 6 February 2017 ( Record Date ).

Pursuant to the Offer, the Company will issue approximately 174,272,487 fully paid ordinary shares in the capital of the Company ( New Shares ) (subject to fractional rounding) at an issue price of $0.017 each, to raise approximately $3 million (before costs). The entitlement to subscribe for New Shares under the Offer will be non-renounceable.

Eligibility to participate

The Offer will be made to all registered holders of ordinary shares in the Company as at the Record Date ( Shareholders ).

Dispersion strategies

The Offer will be fully underwritten by S Active Holding Sdn Bhd ( Underwriter ). There will also be a shortfall facility which will enable Shareholders to subscribe for shares ( Additional Shares ) in addition to their Entitlement ( Shortfall Facility ), subject to the condition that no Shareholder may increase their total holding to above 20% through the acquisition of Additional Shares, and any Shareholder who holds more than 20% may not further increase their holding through the acquisition of Additional Shares.

New Shares issued under the Offer

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 currentlyon issue	464,726,632
New Shares issuedpursuant to the Offer	174,272,487
Total shares on issue after completion of the Offer	638,999,119

GENESIS RESOURCES LIMITED ACN 114 787 469 Level 1, 61 Spring Street, Melbourne, Victoria 3000, Australia T + 61 3 9286 7500 | F + 61 3 9662 1472 | www.genesisresourcesltd.com.au

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

Purpose of the Offer

Silgen Resources International Ltd, Kratovo ( Silgen ), the joint venture company owned by the Company and its joint venture partner RIK Sileks AD Kratovo ( Sileks ) in 62% and 38% proportions respectively, has been granted a 30 years exploitation (mining) licence for the Plavica tenement ( Licence ). As the joint venture party responsible for managing the Plavica Project, the Company is required to meet a number of obligations under its joint venture agreement with Sileks, including 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). As part of its joint venture obligations, Genesis has agreed to commit up to US$7.5M for such activities.

The purpose of the fully-underwritten Offer is to raise funds of approximately $3 million. The Directors intend to apply the funds raised as follows:

Purpose	Amount
	(approximate)
Expenses associated with drilling and assays at Plavica	$750,000
Expenses associated with feasibility studies on the Plavica Project, to be
undertaken following the Company’s release of a JORC 2012 compliant mineral
resource at the end of 2016. These studies will include metallurgical test-work, infilland extensional drilling, pit and infrastructure design and an upgrading of the	$500,000
resource to “indicated” status. The Company has appointed Golder Associates to
complete this work.
Other expenses associated with further work on Plavica, including a LIDAR Surveyand ESIA Study	$500,000
	Balance
General working capital requirements, and to pay for costs of the Offer	(approximately
	$1,250,000)

Offer timetable

EVENT	DATE (2017)
	Pre-market
Announcement of the Offer	Wednesday 1
	February
Lodgement of the following documents with ASX:•an Appendix 3B;•the Offer Document; and•a cleansing notice under section 708AA(2)(f) of the Corporations Act	Pre-marketWednesday 1February
Notice sent to Shareholders containing ASX Appendix 3B details and indicativetimetable	Thursday 2 February
“Ex” date where the Company’s existing shares will commence trading withoutthe entitlement to participate in the Offer	Friday 3 February
	7.00pm
Record date to determine Entitlements under the Offer	(Melbourne time)
	Monday6 February
Opening Date for the Rights Issue
Mailing of Offer Document and Entitlement and Acceptance Form to	Thursday 9 February
Shareholders

Genesis Resources Limited

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Last day to extend Rights Issue Closing Date	Tuesday 21 February
Closing Date for the Rights Issue	5.00pm(Melbourne time)Friday 24 February
Shares quoted on a deferred settlement basis	Monday 27 February
ASX notified of under subscriptions	Wednesday 1 March
New Shares for which valid applications have been received and accepted bythe Company will be issued	Friday 3 March
Deferred settlement trading ends	Friday 3 March
Normal trading of New Shares on ASX expected to commence	Monday 6 March

This timetable is indicative only and subject to change. Subject to the Corporations Act 2001 (Cth) and the ASX Listing Rules, the Board 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 document to be lodged with ASX and despatched to Shareholders in accordance with the timetable set out above.

-ENDS

For further information, please contact:

Sophie Karzis

Company Secretary T: + 61 (0) 3 9286 7501 E: sk@ccounsel.com.au

Genesis Resources Limited

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