GENESIS RESOURCES LIMITED — Interim / Quarterly Report 2012

Apr 29, 2012

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GENESIS RESOURCES LIMITED  Level 3  1 Collins Street  Melbourne  VIC 3000 T +61 3 9665 0403  F +61 3 9650 5571  www.genesisresourcesltd.com.au  ABN 22 114 787 469

Quarterly Activities Report – March 2012

HIGHLIGHTS

Plavica Au-Ag-Cu Project

• Inferred Gold Resource estimate of 1.86 million ounces at an average grade of 1.0 g/t Au

• Grades of copper and silver increase substantially as a result of undertaking resource estimation in copper and silver specific domains

• Inferred Copper Resource estimate of 33.9 million kilograms at an average grade of 0.43% Cu

• Inferred Silver Resource of 28.2 million ounces at an average grade of 25 g/t Ag

• Oxide resource potential is highlighted at the Plavica Ridge

• Potential remains to define further oxide sources along the Northern Ridge and Maricanski Ridge.

Gladstone-Mount Miller Mn Project

• Mount Miller Mining Lease (EA MIN201115110):

• Agreement reached with Queensland Main Roads

• Agreement with Queensland National Railways pending finalization of insurance

• Diamond drilling program planned at Mount Miller subject to the EPM being exempted from Urban Restricted zoning around Gladstone. Genesis submitted a justification to be exempt from this zone and is awaiting a reply.

Pioneer Au Project

• A petrological study showed that gold is associated with pyrite and arsenopyrite in sulphide-rich granitoid with sericite-clay alteration.

Information in this report that relates to exploration activity and results was compiled under the guidance of Dr A John Parker who is a Member of the Australasian Institute of Geoscientists. Dr Parker is a nonexecutive director of Genesis Resources Limited and has sufficient experience relevant to the styles of mineralisation and to the activities which are being reported to qualify as a Competent Person as defined by the JORC code, 2004. Dr Parker consents to the release of the information compiled in this report in the form and context in which it appears.

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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 the joint venture partner of Genesis Resources Limited ( Genesis or the Company ), RIK Sileks AD Kratovo ( Sileks ), for a term of 4 years (Genesis 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.

The project is the site of historic mining activity back in Roman times then again during the 1930s. Historic drilling by the Yugoslav Government, Rio Tinto and European Minerals, defined a significant gold-copper-silver resource over 1.5km in length, 500m in width and with mineralisation delineated to a depth of 800m from surface.

During 2011, the Company completed a major 2,842m drilling program aimed at verifying the previous resource estimate and establishing extensions to the known mineralisation.

Mineral Resource Estimate

The resource estimate was generated by Mr Alfred Gillman of Odessa Resources Pty Ltd in compliance with the guidelines of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2004). The resource estimate was prepared using historic diamond drilling data in addition to the recent drilling data from the Genesis exploration program in 2011.

The resource estimate is based on the results of 108 diamond drill holes, totalling 34,408 metres. The resource has been classified as an Inferred Resource due primarily to the 100 x 100m drill spacing of the majority of historic holes.

A total of 8,043 gold assays and 12,845 silver and 15,707 copper results were used in the grade estimation. It is notable that complete assay information for all three elements is not consistently available for all holes and that the historic sampling and assaying was not completed in a manner that provided consistent Au, Ag and Cu determinations for all samples. Assay methodology for the drilling completed by Genesis involved fire assay and ICP-MS methods for gold and other elements respectively.

The resource estimate is reported within grade domains defined by a lower cut-off of 0.35 g/t for gold, 5g/t for silver and 0.2% for copper as shown in Figures 1 to 3 below. These grade domains, created using Leapfrog software, were used as the controlling constraints in the grade estimation and block model reporting. Within the constraining domains the grades were interpolated using the inverse distance squared method using assay data composited to 1m. Following univariate statistical analysis of the composited assay date, top cuts of 2.5 g/t Au, 50 g/t Ag and 0.5% Cu were applied prior to grade interpolation. Grades are reported above a lower cut-off of 0.75 g/t Au, 15 g/t Ag and 0.4% Cu.

A conservative bulk density of 2.4g/cm3 was used for the tonnage calculation in the absence of any relevant data. No mining, metallurgical, marketing, economic or environmental studies are or have been considered to determine the economic viability of the project, particularly the relevant economic factors concerning mining along the estimated strike and depth of the resource.

The tabulated resource estimate is split in to three commodities and is reported on an estimated in-site grade and tonnage basis (Table 1).

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

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Table 1: Classified Joint Ore Reserves Committee ( JORC ) resource statement for the Plavica Project, with grade and tonnage reported separately for gold (Au), silver (Ag) and copper (Cu) based on domains established for each element individually.

Element	Cut Off (ppm)	Tonnes	Grade	Au (oz)	Ag (oz)	Cu (kg)	Classification
Au*	0.75	55,465,647	1.0 g/t	1,858,611			Inferred
Ag**	15	34,766,222	25 g/t		28,232,352		Inferred
Cu***	4,000	7,975,180	0.43%			33,921,304	Inferred

* reported from within Au defined domain

** reported from within Ag defined domain

*** reported from within Cu defined domain

In comparison with the earlier resource estimate reported in 2010 the major differences are:

1. exclusion of a large zone of mineralisation that had been identified based on limited drilling on Maricanski Ridge. The results of historic drilling in this location included 90m at 0.59 g/t Au which was drilled by Rio Tinto;

2. the addition of a zone of mineralisation along Plavica Ridge in which Genesis completed drilling in 2011;

3. the verification of historic drilling results in the central part of the current resource; and

4. calculation of mineral resources based on separate domains for Au, Ag and Cu.

Consequently, the current mineral resource estimate provides for a significant improvement in confidence over the earlier resource, which was based entirely on the historic data.

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Figure 1: Oblique view (facing south west) showing Au grade domain

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

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Figure 2: Oblique view (facing south west) showing Ag grade domain

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Figure 3: Oblique view (facing south west) showing Cu grade domain

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

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AUSTRALIA

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

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

The Gladstone-Mount Miller 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.

On 21 April 2011, the Queensland Government Department of Environment and Resource Management granted an Environmental Authority (Mining Lease) Non Code Compliant Level 2 Mining Project (EA MIN201115110) for the Mount Miller Mine. However, this EA is not activated until compensation agreements are in place with Queensland Main Roads and Queensland National Railways. The agreement with Queensland Main Roads was finalised in December 2011.

Agreement has also been reached with Queensland National Railways but awaits finalization of public liability insurance in order to complete the agreement.

As noted previously, an Urban Restricted zone around the Gladstone Township impinges on the Gladstone EPM and MLA over Mount Miller. Genesis submitted a justification to be exempt from this zone and is awaiting a reply.

A diamond drilling program has been planned at Mount Miller to establish the depth and strike extent of mineralisation believed to remain after previous mining activity but has been postponed pending the outcome of the Urban Restricted zone exemption.

PIONEER PROJECT: Gold (GES 100%)

The Pioneer Project consists of one granted Exploration Permit Mineral (EPM15619) covering 12.47 square kilometres approximately 70 kilometres by road from Bundaberg via the Bruce Highway in Queensland.

The project lies within the Gaeta Goldfield and has undergone previous exploration for gold, uranium and base metals, with numerous historical gold workings located throughout the area. Historical mining was primarily focused on the Pioneer Reef which was the largest producer, but mining activities also included several other reefs including Gympie, Lord Nelson, West Yorkshire and Happy Jack.

Samples of vein quartz, volcanic and altered host rocks have been analysed to test for the association of gold with magnetite, pyrite, pyrrhotite and arsenopyrite. Results indicate that gold is associated with pyrrhotite, pyrite and arsenopyrite.

A petrological study on two samples from the Main Shaft on Pioneer Reef showed that sulphide-rich granitoid with sericite-clay alteration contains pyrite and arsenopyrite, and therefore the size potential of the Pioneer reef gold mineralised systems may be enhanced beyond the narrow veins.

ALICE SPRINGS and ARLTUNGA PROJECTS: Copper, Gold, Iron (GES 100%)

The Alice Springs and Arltunga Projects consist of two Exploration Licences, EL24817 and EL25238 respectively, located approximately 110-155 kilometres northeast from Alice Springs in the Northern Territory.

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

Page 5

Previous exploration by Genesis and other explorers has identified high grade secondary copper mineralisation over a number of areas up to 30% copper with associated gold, silver and bismuth (with visible malachite, chalcopyrite, chalcocite and chrysocola).

The Arltunga gold project encompasses most of the Arltunga gold field.

Management plans have been prepared and submitted to the Northern Territory Government for approval to drill, and negotiations are in progress in regard to Aboriginal heritage.

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 Masterton No2 manganese occurrence.

No work was undertaken during the period.

LAURA RIVER Au-Pt PROJECT: (EMP15242)

No work was carried out.

CORPORATE

At 31 March 2012, the Company had approximately $0.19 million cash in hand.

Rights Issue

On 27 March 2012 the Company announced a pro-rata 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) ( Attaching Option ) for every share subscribed ( Offer ).

Pursuant to the Offer, the Company will issue 26,540,376 fully paid ordinary shares in the capital of the Company at an issue price of 4.5 cents each, to raise approximately $1.19 million (before costs), and 26,540,376 free Attaching Options.

The Offer is fully underwritten by Tigermoth Investments Limited, a major shareholder of the Company.

After payment of the costs and expenses of the Offer, the proceeds of the Offer 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.

The Offer opened on 12 April 2012 and closed at 5.00pm (Melbourne time) on 27 April 2012.

For further information about the Offer, please refer to the Company’s Offer Information Statement dated 28 March 2012 and lodged with the ASX on that date.

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

Page 6

Board and Management

Mr Eddie Pang Chairman 6 March 2009 – present Dr Ahmet Kerim Sener Non-Executive Director 27 March 2006 – 19 March 2012 Dr Allan John Parker Non-Executive Director 7 August 2010 - present Mr Deric Wee Non-Executive Director 11 December 2009 – present Ms Sophie Karzis Company Secretary 1 December 2010 – present

Securities on Issue

Shares at 31 March 2012 53,080,752 Options outstanding: Exercisable at 20 cents, expiring 27 October 2012 500,000

Tenements as at 31 March 2012

Project	Tenement Number	Area(sq km)	Current Holder	State
Alice Springs	EL24817	495.7	Genesis Resources	NT
Arltunga	EL25238	95.2	Genesis Resources	NT
Fenn Gap	EL24839	52.43	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 Miller MLA	MLA80166	32.24 Ha	Genesis Resources	QLD
Total Australia		1,556.03
Plavica(7 leases)		184.9	RIK Sileks AD Kratovo	Macedonia
TOTAL		1,740.93

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

Page 7

About Genesis Resources Limited

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

Genesis Resources Limited | Quarterly Activities Report | January 2012 - March 2012

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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
GENESIS RESOURCES LIMITED
ABN 22 114 787 469	Quarter ended (“current quarter”)
22 114 787 469	31 Mar 2012

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
	- (116) - - (103) - 2 - 36 -	- (918) - - (394) - 10 - 56
	(181)	(1,246)
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)	- - - - - - - - -	- - - - 481 - - - -
	-	481
	(181)	(765)

• See chapter 19 for defined terms.

Appendix 5B Page 1

30/9/2001

Appendix 5B Mining exploration entity quarterly report

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	(181) 374 -	(765) 958 -
	193	193

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

1.23 1.24	Aggregate amount of payments to the parties included in item 1.2 Aggregate amount of loans to the parties included in item 1.10	Current quarter $A'000
		27
		-
1.25	Explanation necessaryforanunderstanding ofthe 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

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
	-	-
	-	-

• See chapter 19 for defined terms.

Appendix 5B Page 2

30/9/2001

Appendix 5B Mining exploration entity quarterly report

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	387
	-
	-
	170
Total	557

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 therelateditemsinthe accountsis asfollows.	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)	193	374
	-	-
	-	-
	67	67
Total: cash at end of quarter(item 1.22)	260	441

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)	Nil

• See chapter 19 for defined terms.

Appendix 5B Page 3

30/9/2001

Appendix 5B Mining exploration entity quarterly report

7.2 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs, redemptions
7.3 +Ordinary securities 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	53,080,752	53,080,752
	-	-
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 (conversion 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.

Appendix 5B Page 4

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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 give a true and fair view of the matters disclosed.

Eddie Lung Yiu Pang Chairman

30 April 2012

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.

Appendix 5B Page 5

30/9/2001