GENESIS RESOURCES LIMITED — Interim / Quarterly Report 2011

Apr 28, 2011

Appendix 5B Mining exploration entity quarterly report

Rule 5.3

Appendix 5B

Mining exploration entity quarterly report

Introduced 1/7/96. Origin: Appendix 8. Amended 1/7/97, 1/7/98, 30/9/2001, 01/06/10.

Name of entity

Name of entity
Genesis Resources Limited
ABN 22 114 787 469	Quarter ended (“ current quarter” )
22 114 787 469	31 March 2011

Consolidated statement of cash flows

	Consolidated statement of cash flows
	Cash flows related to operating activities 1.1 Receipts from product sales and related debtors 1.2 Payments for (a) exploration & evaluation (b) development (c) production (d) administration 1.3 Dividends received 1.4 Interest and other items of a similar nature received 1.5 Interest and other costs of finance paid 1.6 Income taxes paid 1.7 Other (provide details if material) Net Operating Cash Flows	Current quarter $A’ 000	Year to date (9 months) $A’ 000
		- (127) - - (132) - 19 - - 60	- (532) - - (648) - 64 - - 109
		(180)	(1,007)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Appendix 5B Mining exploration entity quarterly report
Cash flows related to investing activities 1.8 Payment for purchases of: (a) prospects (b) equity investments (c) other fixed assets 1.9 Proceeds from sale of: (a) prospects (b) equity investments (c) other fixed assets 1.10 Loans to other entities 1.11 Loans repaid by other entities 1.12 Other (provide details if material) Net investing cash flows 1.13 Total operating and investing cash flows (carried forward)	- - - - - - - - -	- - - - 155 - - - -
	(180)	(852)
Cash flows related to financing activities 1.14 Proceeds from issues of shares, options, etc. 1.15 Proceeds from sale of forfeited shares 1.16 Proceeds from borrowings 1.17 Repayment of borrowings 1.18 Dividends paid 1.19 Other (provide details if material) Net financing cash flows	- - - - - -	- - - - - -
	-	-
Net increase (decrease) in cash held 1.20 Cash at beginning of quarter/year to date 1.21 Exchange rate adjustments to item 1.20 1.22 Cash at end of quarter	(180) 1,673 -	(852) 2,345 -
	1,493	1,493

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Payments to directors of the entity and associates of the directors

Payments to related entities of the entity and associates of the related entities

entities
1.23 Aggregate amount of payments to the parties included in item 1.2 1.24 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
	2.5
	-

• 1.25 Explanation necessary for an understanding of the transactions

None

Non-cash financing and investing activities

• 2.1 Details of financing and investing transactions which have had a material effect on

consolidated assets and liabilities but did not involve cash flows

None

• 2.2 Details of outlays made by other entities to establish or increase their share in projects in

which the reporting entity has an interest

None

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

	3.1 Loan facilities 3.2 Credit standby arrangements	Amount available $A’ 000	Amount used $A’ 000
		-	-
		-	-

Estimated cash outflows for next quarter

Estimated cash outflows for next quarter
4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’ 000
	645
	-
	-
	150
Total	795

Reconciliation of cash

Reconciliation of cash
Reconciliation of cash at the end of the quarter (as shown in the consolidated statement of cash flows) to the related items in the accounts is as follows.	Current quarter $A’ 000	Previous quarter $A’ 000
5.1 Cash on hand and at bank 5.2 Deposits at call 5.3 Bank overdraft 5.4 Other (Term Deposit)	1,493	1,673
	-	-
	-	-
	67	77
Total: cash at end of quarter(item 1.22)	1,560	1,750

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Changes in interests in mining tenements

6.1 Interests in mining tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements acquired or increased	Tenement reference	Nature of interest (note (2))	Interest at beginning of quarter	Interest at end of quarter
	-	-	-	-
	-	-	-

Issued and quoted securities at end of current quarter

Description includes rate of interest and any redemption or conversion rights together with prices and dates.

dates.
	Total number	Number quoted	Issue price per security (see note 3) (cents)	Amount paid up per security (see note 3) (cents)
7.1 Preference +securities (description) 7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions	Nil
7.3 +Ordinary securities	53,080,752	53,080,752

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	-	-
7.5 +Convertible debt securities (description) 7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted	Nil
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	500,000 options to ordinary shares purchase(conversi on factor 1 : 1)	500,000	Exercise price 0.2	Expiry date 27/10/2012
	-	-	-	-
	-	-	-	-
	-	-	-	-
7.11 Debentures (totals only)	Nil
7.12 Unsecured notes(totals only)	Nil

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity quarterly report

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 4).

• 2 This statement does /does not* (delete one) give a true and fair view of the matters disclosed.

Eddie Lung Yiu Pang

Chairman

29 April 2011

Notes

• 1 The quarterly report provides a basis for informing the market how the entity’ s activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.

• 2 The “ Nature of interest” (items 6.1 and 6.2) includes options in respect of interests in mining tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.

• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities.

• 4 The definitions in, and provisions of, AASB 1022: Accounting for Extractive Industries and AASB 1026: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Accounting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.

== == == == ==

• See chapter 19 for defined terms.

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Level 9, 468 St Kilda Road, Melbourne, Victoria, Australia, 3004

Tel: +61 3 9988 5892 Fax: +61 3 9867 4180 www.genesisresourcesltd.com.au

Quarterly Activities Report – March 2011

HIGHLIGHTS

Plavica Au-Ag-Cu Project

• JORC Inferred Resource of >57Mt containing 1.65M oz Au, 28.2M oz Ag and 32.6M lbs Cu

• Drilling programme scheduled

Gladstone-Mount Millar Mn Project

• A determination of the mining lease application over Mt Millar is imminent.

Alice Springs Cu-Au-Fe Project

• Recent geophysical assessment shows there to be good potential for significant tonnages of low grade magnetite iron ore with some high grade ore also likely.

• Planning in progress for drilling program in coming field season.

McArthur River Mn Project

• Planning is underway for exploration drilling during the coming field season.

Arltunga Au-Cu-Fe Project

• Gradient array IP maps indicated good potential for high grade gold in quartz veins associated with sulphides.

• Planning in progress for drilling program in coming field season.

Information in this report that relates to exploration activity and results was compiled by Dr A John Parker who is a Member of the Australasian Institute of Geoscientists and by Dr Kerim Sener, who is a member of the Geological Society of London and the Institute of Materials, Minerals and Mining. Dr Parker and Dr Sener are non-executive directors of Genesis Resources Limited and have sufficient experience relevant to the styles of mineralisation and to the activities which are being reported to qualify as Competent Persons as defined by the JORC code, 2004. Dr Parker and Dr Sener consent to the release of the information compiled in this report in the form and context in which it appears.

PLAVICA PROJECT, MACEDONIA

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

PLAVICA PROJECT: Gold, Silver and Copper (GES earning 62%)

The Ministry of Economics within the Republic of Macedonia (FYROM) has granted 7 concession licences over Plavica Project to Genesis Resources’ JV partner RIK Sileks AD Kratovo (“Sileks”) for a term of 4 years (GES has the right to earn a 62% joint venture interest). The project is made up of 7 exploration licences covering over 184.94 km[2] in the Carpathian Volcanic Arc, a major epithermal province running through Eastern Europe, and is highly prospective for gold, copper and silver mineralisation.

Plavica has an Inferred Mineral Resource (JORC Code-compliant) of:

Element	Million Tonnes	Average Grade	Top Cut	Status	Contained Metal	Contained Metal	Contained Metal
					ounces	kg	lbs
Gold	57.24	0.9 g/t	5 g/t	Inferred	1,656,198	51,514
Silver		15.3 g/t	50 g/t	Inferred	28,237,764	878,29
Copper		0.282 %	0.9 %	Inferred		16,140,898	32,679,184

During the quarter, the company undertook further reviews of historical data and reconstructed two geological cross-sections through the Plavica deposit in order to assist with drill hole planning. Final planning for a drilling programme on Plavica was also underway during the quarter and an agreement reached with Spektra Jeotek A.S. of Turkey to complete a 2,500m drilling programme on the project. This programme is at an advanced stage of planning and permitting, and the Company intends to commence drilling as soon as permits are received from the relevant authorities. The programme has been designed to test a part of the current Inferred resource and to undertake new exploration drilling along zones of vughy silica alteration in the vicinity of Plavica Peak.

AUSTRALIA

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

GLADSTONE-MOUNT MILLAR PROJECT: Manganese (GES 100%)

The Gladstone-Mount Millar Project consists of Exploration Licence (EPM15771) and Mining Lease Application (MLA80166) and is located approximately 15 kilometres by road from the port of Gladstone on the east coast of central Queensland.

The largest mine on the tenements controlled by Genesis was at Mount Miller. The mine opened in 1895 and operated intermittently until 1916 and then from 1958 to 1960. A total of 21,785 tonnes of ore was mined with a grade which ranged from 71% to 75% MnO2.

A Mining Lease Application (MLA80166) has been lodged over the Mount Millar Mine area and is currently being assessed by the Queensland Government. All objections have now been removed and the Land Court Member is considering the Mining Lease Application. A determination is imminent.

Quarterly Activities Report January-March 2011

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ALICE SPRINGS PROJECT: Copper, Gold, Iron (GES 100%)

The Alice Springs Project consists of one granted Exploration Licence (EL24817) and is located approximately 155 kilometres by road from Alice Springs via the Stuart Highway.

Previous exploration by Genesis and other explorers has identified high grade copper mineralisation over a number of areas up to 30% Cu. The copper appears to be structurally controlled and associated with magnetite enrichment in some areas.

• A field visit was made to the licence using a helicopter as heavy rains in the Alice Springs area precluded ground access.

• Each of the anomalies chosen on geophysical and geochemical grounds was briefly visited. Good potential exists for significant tonnages of low grade iron ore with some high grade ore also likely. Ground geophysical surveys and some development of access tracks are necessary before drilling.

• Drilling program budgeted for coming field season.

• An application for renewal, which seeks to retain 64% of the area, has been submitted to the NT Government. Expenditure to date has exceeded the covenanted amount.

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Genesis Exploration Manager, John Howard, at Magnetite Hill and aerial view of outcrop after rain

McARTHUR RIVER PROJECT: Manganese (GES 100%)

The McArthur River project is located approximately 850 kilometres south east of Darwin in the Northern Territory and 450 kilometres north-west of Mount Isa in Queensland.

The project area contains the high grade Masterton No2 manganese occurrence. Previous reviews of the available geophysical and geological data and subsequent reconnaissance rock chip sampling have confirmed the location and tenor of the manganese mineralisation. It is believed that the manganese mineralisation is structurally controlled and podiform similar to the Woodie Woodie manganese deposits.

• Farm in proposals have been considered from two companies.

• An alternate exploration program including drilling is being planned by Genesis.

FENN GAP PROJECT: Iron Ore, Manganese (GES 100%)

The Fenn Gap project is located approximately 25 kilometres south west of Alice Springs in the Northern Territory. The project is close to major infrastructure such as the Stuart Highway and the Alice Springs to Adelaide Railway.

Quarterly Activities Report January-March 2011

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Previous exploration by Genesis has identified moderate to high grade iron up to 57.7% Fe cropping out over a strike length of 9.9 km with moderate to high grade manganese in the Table Prospect area.

Eleven RC drill holes were completed targeting iron ore targets identified through surface mapping and a gravity survey.

Manganese targets may remain for later investigation.

A 50% reduction of area has been submitted for consideration by the NT Government. All prospective units are still held.

ARLTUNGA PROJECT: Gold-Copper (GES 100%)

The Arltunga gold project is located some 110 kilometres north east of Alice Springs and encompasses most of the Arltunga gold field. Arltunga Goldfield has been subject to small scale historical mining activities from the late 1800s to mid 1900s, and again in the 1980s, producing approximately 15,400 oz of gold, primarily from high grade quartz reefs. The Exploration License hosts 33 historical gold mines and prospects with significant gold assays up to 53g/t from rock chip sampling around old mine workings and pyritic-quartz veins.

• A field visit was made to the short-listed exploration targets using a helicopter as heavy rains in the Alice Springs area precluded ground access.

• Gradient array IP maps have highlighted good potential for high grade gold in quartz veins associated with sulphides.

• Drilling program budgeted for coming field season.

• An application for renewal and waiver of reduction has been submitted to the NT Government.

Quarterly Activities Report January-March 2011

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CORPORATE

At 31 March 2011, the Company had approximately $1.56 million cash in hand and 2,095,269 shares in Western Desert Resources Limited.

Board and Management

Mr Eddie Pang Chairman Dr Kerim Sener Director (Non-Executive) Dr John Parker Director (Non-Executive) Mr Deric Wee Director (Non-Executive) Ms Sophie Karzis Company Secretary

Securities on Issue

Shares at 31 March 2011 53,080,752 Options outstanding: Exercisable at 30 cents, expiring 24 November 2011 2,500,000

Tenements as at 31 March 2011

Project	Tenement Number	Area (sq km)	Current Holder	State
Alice Springs	EL24817	770.5	Genesis Resources	NT
Arltunga	EL25238	95.34	Genesis Resources	NT
Fenn Gap	EL24839	98.82	Genesis Resources	NT
Laura River	EMP15242	330.7	Genesis Resources	QLD
Pioneer	EPM15619	12.47	Genesis Resources	QLD
McArthur River	EL24814	505.6	Genesis Resources	NT
Gladstone	EPM15771	63.93	Genesis Resources	QLD
Mt Millar MLA	MLA80166	32.24 Ha	Genesis Resources	QLD
Total Australia		1,877.4
Plavica(7 leases)		184.9	RIK SILEKS AD Kratovo	Macedonia
Total		2,062.3

Quarterly Activities Report January-March 2011

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About Genesis Resources Limited

Genesis Resources Limited is an Australian company with a portfolio of quality iron, manganese, gold, uranium and base metal (copper-zinc-silver) in the highly prospective Archaean and Proterozoic metallogenic provinces of Australia.

Genesis has signed a Joint Venture over an advanced copper-gold project (Plavica) within the Former Yugoslav Republic of Macedonia. The Plavica Project lies within Carpathian Volcanic Arc, a major epithermal province running through Eastern Europe, which is highly prospective for gold, copper and silver mineralisation.

Genesis projects are close to established infrastructure including railways, shipping ports, highways, power stations and populated areas.

The Company’s objective is to provide rapid capital growth through mineral discoveries and development of economic deposits in Australia and overseas.

For more information please visit the Company website at: www.genesisresourcesltd.com.au

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Location of Genesis Resources Limited’s Australian projects

Quarterly Activities Report January-March 2011

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