GENESIS RESOURCES LIMITED — Interim / Quarterly Report 2013

Oct 29, 2013

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GENESIS RESOURCES LIMITED  Level 1  61 Spring Street  Melbourne  VIC 3000

T +61 3 9286 7500  F +61 3 9662 1472  www.genesisresourcesltd.com.au  ABN 22 114 787 469

Quarterly Activities Report – September 2013

HIGHLIGHTS

PLAVICA AU-AG-CU PROJECT

• 25 RC and 23 Diamond drill holes drilled at Plavica for a total of 4,382m of reverse circualation ( RC ) and 8911.7m of diamond core.

• Many holes intersected ore grade mineralization and the new zone reported in the previous Quarter has increased in size. This new zone is still open along strike and at depth.

• Highlights include 31m @ 1.58 g/t Au and 38m @ 1.02 g/t Au, 0.44% Cu

• A new zone of mineralisation was intersected at Maricanski Rid, 800m to the south of Plavica. The first RC hole returned 46m @ 1.59 g/t Au

• Work is progressing well on the Macedonian Government Feasibility Study ( FFS ) which will convert the main Plavica tenement into a 30 year Exploitation Licence and deliver 62% of the Project to Genesis Resources Limited ( Genesis or the Company ).

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

Republic of Macedonia

PLAVICA GOLD-COPPER-SILVER PROJECT (Figure 1)

During the quarter 25 RC and 23 diamond core drill holes were drilled at Plavica for a total 4,382m of RC and 8911.7m of diamond core respectively. Drill hole locations are shown in Figure 2 whilst Tables 1 & 2 provide the details of drill hole coordinates, azimuths, inclinations and depths. The majority of the holes are located on the Plavica ridge however a few holes were drilled to the south on Maricanski Rid. Drilling is ongoing.

Samples were assayed on a 1m basis and were sent to SGS Laboratories in Ankara. Results have been returned for core holes PNDD011, 013, 014 and 015 and RC holes PNRC063 and 068. All other assays are still pending.

Outstanding assays from holes drilled last quarter were been returned. These are core holes PNDD002 to PNDD006 and RC holes PNRC029 to 049 inclusive

A number of holes intersected very encouraging results. The new zone reported last quarter, on the eastern part of Plavica Ridge continues to grow in size and is now continuous over 600m in strike length. Results include:

PNDD003A: 21m @ 1.82 g/t Au from 124m PNDD004: 46m @ 0.97 g/t Au from 0m and 31m @ 1.58 g/t Au from 50m PNDD013: 15m @ 1.17 g/t Au, 23.2 g/t Ag, 0.32% Cu, 1.18% Pb, from 37m and 38m @ 1.02 g/t Au, 1.9 g/t Ag, 0.44% Cu, 0.30% Zn, from 80m and 18m @ 1.71 g/t Au, 13.8 g/t Ag, 0.46% Cu, 0.25% Pb, 0.46% Zn from 210m

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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In addition, the first scout RC Hole from Maricanski Rid, a Silica Cap located 800m to the South of Plavica, returned the following:

PNRC068: 46m @ 1.59 g/t Au, 4.8 g/t Ag from 29m

The above results were reported to the ASX on 4 October 2013.

Core drilling for the quarter focussed on the main zone of mineralisation on the eastern part of Plavica Ridge, to help better understand the controls on the mineralisation. This new geological model is shown in Figure 3.

RC drilling for the quarter, focussed on identifying new zones of mineralisation on the western and central parts of Plavica Ridge. Results for the central part are still pending. Whilst drilling wasn’t as successful in the western part a number of interesting zones were identified including:

PNRC044: 22m @ 1.00% Zn , 0.37% Pb, from 29m and 10m @ 1.50% Zn, 0.35% Pb, from 92m

PNRC046: 4m @ 1.60 g/t Au, 6.3 g/t Ag, 0.27% Cu, 0.25% Pb, 0.64% Zn, from 151m PNRC048: 3m @ 10.6 g/t Au, 10.3 g/t Ag, 0.30% Pb, 0.55% Zn, from 170m and 3m @ 0.51 g/t Au, 192.3 g/t Ag, 0.26% Cu, 0.40% Pb, 0.22% Zn from 195m

All results received for the quarter are shown in Table 3

Genesis has engaged a number of specialist consultants in Macedonia to complete a Macedonian Government required FFS. Upon completion of this FFS Genesis will be able to convert the current Plavica Exploration Licence to a 30 year Exploitation Licence. It will also have satisfied the Joint Venture Agreement with its partner, RIK Sileks AD, and earned its 62% of the Project. Field work and sample collection, including metallurgy samples, has been completed. Genesis plans to lodge the FFS with the Macedonian Government early in QTR 1 2014.

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Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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Figure 1 Location of Plavica Gold-Copper-Silver Project, Republic of Macedonia. Bottom Image includes RTP Magnetics

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Figure 2 Location of Drill Collars, QTR3 2013, Plavica Gold-Copper-Silver Project. UTM WGS84

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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Hole	Depth	Dip	Azimuth	East_Gauss Kruger	North_Gauss Kruger	RL	East_E50 Zone34	North_E50_ Zone34
PNDD008	402.00	-60	360	7596808.70	4656910.59	1120.14	596345.27	4656027.07
PNDD009	402.00	-60	360	7596107.84	4656912.70	994.63	595644.41	4656029.18
PNDD010	400.00	-60	360	7596507.38	4656957.98	1088.86	596043.95	4656074.46
PNDD011	402.00	-60	360	7596905.31	4656811.50	1070.24	596441.88	4655927.98
PNDD012	404.50	-60	360	7596907.44	4657062.43	1175.94	596444.01	4656178.91
PNDD013	400.00	-60	360	7596999.87	4656825.29	1061.14	596536.44	4655941.77
PNDD014	594.10	-60	360	7597013.18	4657063.22	1172.58	596549.75	4656179.70
PNDD015	400.00	-60	360	7597673.01	4657000.75	1245.12	597209.58	4656117.23
PNDD016	408.50	-60	360	7597709.87	4656914.04	1237.83	597246.44	4656030.52
PNDD017	462.00	-60	360	7597869.62	4656678.11	1236.54	597406.19	4655794.59
PNDD018	452.00	-60	360	7597765.00	4656865.00	1240.00	597301.57	4655981.48
PNDD019	156.00	-60	45	7597507.00	4657060.00	1205.00	597043.57	4656176.48
PNDD020	195.00	-60	45	7597307.58	4657106.72	1194.81	596844.15	4656223.20
PNDD021	403.00	-60	360	7597207.00	4657057.00	1172.00	596743.57	4656173.48
PNDD022	150.00	-60	360	7597450.00	4657120.00	1201.00	596986.57	4656236.48
PNDD023	400.00	-60	360	7597107.00	4656807.00	1058.00	596643.57	4655923.48
PNDD024	320.00	-60	360	7597607.00	4657060.00	1224.00	597143.57	4656176.48
PNDD025	473.00	-60	360	7597850.00	4656575.00	1210.00	597386.57	4655691.48
PNDD026	413.00	-60	360	7596907.00	4656907.00	1110.00	596443.57	4656023.48
PNDD027	361.00	-60	360	7597786.00	4656696.00	1220.00	597322.57	4655812.48
MRDD003	407.50	-60	180	7597672.00	4656324.00	1205.00	597208.57	4655440.48
MRDD004	506.10	-60	360	7597672.00	4656321.00	1205.00	597208.57	4655437.48
MRDD005	400.00	-60	360	7597822.00	4656430.00	1207.00	597358.57	4655546.48

Table 1 (above): Diamond Core Drill Collar Details, QTR3 2013, Plavica Gold-Copper-Silver Project

Hole	Depth	Dip	Azimuth	East_Gauss Kruger	North_Gauss Kruger	RL	East_E50 Zone34	North_E50_ Zone34
PNRC065	200.00	-60	360	7596708.68	4657029.79	1156.46	596245.25	4656146.27
PNRC066	200.00	-60	360	7596707.94	4657061.09	1162.31	596244.51	4656177.57
PNRC067	200.00	-60	360	7596804.47	4657057.80	1169.51	596341.04	4656174.28
PNRC068	98.00	-60	180	7597495.35	4656288.71	1203.92	597031.92	4655405.19
PNRC069	59.00	-60	360	7597492.75	4656293.53	1204.36	597029.32	4655410.01
PNRC070	126.00	-60	180	7597592.69	4656293.65	1207.84	597129.26	4655410.13
PNRC071	87.00	-60	360	7597592.74	4656305.54	1207.16	597129.31	4655422.02
PNRC072	123.00	-60	360	7597707.00	4656860.00	1210.00	597243.57	4655976.48
PNRC073	201.00	-60	360	7596607.00	4657057.00	1130.00	596143.57	4656173.48
PNRC074	200.00	-60	360	7596707.00	4657107.00	1158.00	596243.57	4656223.48
PNRC075	200.00	-60	360	7596807.00	4657157.00	1180.00	596343.57	4656273.48
PNRC076	194.00	-60	360	7597107.00	4656907.00	1100.00	596643.57	4656023.48
PNRC077A	200.00	-60	360	7597207.00	4656807.00	1100.00	596743.57	4655923.48
PNRC078	201.00	-60	360	7596765.00	4656328.00	930.00	596301.57	4655444.48
PNRC079	204.00	-60	360	7597077.40	4656263.50	1104.00	596613.97	4655379.98
PNRC080	181.00	-60	360	7597095.00	4656165.00	1104.00	596631.57	4655281.48
PNRC081	100.00	-60	360	7597013.70	4656049.10	1060.00	596550.27	4655165.58
PNRC082	201.00	-60	360	7597060.00	4656362.00	1072.00	596596.57	4655478.48
PNRC083	191.00	-60	360	7597230.00	4656518.00	1084.00	596766.57	4655634.48
PNRC084	200.00	-60	360	7597079.00	4656456.00	1043.00	596615.57	4655572.48
PNRC085	200.00	-60	360	7597322.00	4656611.00	1039.00	596858.57	4655727.48
PNRC086	219.00	-60	360	7597007.00	4657007.00	1150.00	596543.57	4656123.48
PNRC087	200.00	-60	360	7596607.00	4657207.00	1112.00	596143.57	4656323.48
PNRC088	219.00	-60	360	7596707.00	4657207.00	1148.00	596243.57	4656323.48
PNRC089	178.00	-60	360	7596807.00	4657207.00	1175.00	596343.57	4656323.48

Table 2 (above): RC Drill Collar Details, QTR1 2013, Plavica Gold-Copper-Silver Project

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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Hole	From	To	Interval	Aug/t	Ag g/t	Cu %	Pb %	Zn %	Au gram- meters
PNDD001*	124	148	24	0.45	24.2	0.96	0.06	0.14	10.8
PNDD002	65	82	17	1.06	2.4	0.04	0.05	0.00	18.0
PNDD002	94	140	46	0.84	1.8	0.02	0.06	0.00	38.6
PNDD002	296	304	8	0.64	6.4	0.13	0.02	0.00	5.1
PNDD003A	95	121	26	1.26	3.1	0.01	0.05	0.00	32.8
PNDD003A	124	145	21	1.82	1.8	0.00	0.06	0.00	38.2
PNDD003A	150	157	7	0.62	2.6	0.02	0.24	0.00	4.3
PNDD004	0	46	46	0.97	3.8	0.03	0.08	0.00	44.6
PNDD004	50	81	31	1.58	4.3	0.04	0.15	0.00	49.0
PNDD004	153	156	3	0.45	5.7	0.52	0.07	0.00	1.4
PNDD005	12	18	6	0.50	8.2	0.02	0.06	0.00	3.0
PNDD005	22	27	5	0.61	3.2	0.02	0.06	0.00	3.1
PNDD005	58	79	21	1.51	2.2	0.06	0.23	0.00	31.7
PNDD005	152	174	22	1.16	2.8	0.12	0.05	0.00	25.5
PNDD005	179	204	25	0.72	40.4	0.04	0.09	0.00	18.0
PNDD006	0	8	8	0.48	4.9	0.02	0.11	0.00	3.8
PNDD006	136	143	7	1.05	55.7	1.97	0.07	0.04	7.4
PNDD011*	124	128	4	0.25	16.0	1.11	1.13	0.77	1.0
PNDD011	148	153	5	0.63	15.8	0.13	1.85	0.91	3.2
PNDD011*	205	208	3	0.32	1.3	0.35	0.12	0.43	1.0
PNDD011*	211	216	5	0.48	0.1	1.40	0.00	0.36	2.4
PNDD011	228	249	21	0.60	2.8	0.50	0.00	0.34	12.6
PNDD011*	268	272	4	0.25	3.9	0.97	0.37	0.95	1.0
PNDD013	37	52	15	1.17	23.2	0.32	1.18	0.00	17.6
PNDD013	80	118	38	1.02	1.9	0.44	0.00	0.30	38.8
PNDD013	127	134	7	0.65	1.3	0.40	0.00	0.44	4.6
PNDD013	141	149	8	0.52	1.0	0.37	0.00	0.23	4.2
PNDD013	187	200	13	0.62	5.9	0.34	0.13	0.52	8.1
PNDD013	210	228	18	1.71	13.8	0.46	0.25	0.46	30.8
incl.	224	226	2	6.03	35.0	0.56	0.19	0.63	12.1
PNDD013	245	258	13	0.51	8.3	0.34	0.37	0.41	6.6
PNDD013	298	305	7	0.90	20.4	0.31	0.33	0.23	6.3
PNDD013	323	327	4	0.62	137.3	2.34	1.71	0.95	2.5
PNDD013	335	352	17	0.68	4.9	0.49	0.15	0.38	11.6
PNDD013	376	379	3	1.41	122.7	0.57	0.39	0.40	4.2
PNDD013	391	396	5	0.47	2.0	0.21	0.00	0.13	2.4
PNDD014	16	37	21	0.42	11.7	0.00	0.00	0.00	8.8
PNDD014	50	54	4	0.44	5.0	0.00	0.12	0.00	1.8
PNDD015	30	45	15	0.80	2.7	0.01	0.08	0.00	12.0
PNDD015	69	75	6	1.03	4.7	1.07	0.06	0.02	6.2
PNDD015	346	351	5	0.57	91.2	0.37	1.87	0.95	2.9
PNRC031	29	33	4	0.68	3.8	0.00	0.18	0.11	2.7
PNRC042	24	27	3	0.56	6.7	0.00	0.55	0.00	1.7
PNRC046	151	155	4	1.60	6.3	0.27	0.25	0.64	6.4
PNRC048	170	173	3	10.60	10.3	0.00	0.30	0.55	31.8
PNRC048	195	198	3	0.51	192.3	0.26	0.40	0.22	1.5
PNRC049	147	150	3	0.52	9.3	0.00	0.69	0.13	1.6
PNRC063*	38	62	24	0.25	1.0	0.45	0.11	0.11	6.0
PNRC068	29	75	46	1.59	4.8	0.00	0.00	0.00	73.1

Table 3 (above): Significant Drilling Results, QTR3 2013, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 g/t Au cut-off, minimum 3m interval, maximum 1m internal waste. Results in bold denote composites above 30 gram-metres.Samples with an asterisk have been composited using a 0.3% Cu cut-off

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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Figure 3 Geological Model at Plavica through NS Section 7597400E (Gauss Kruger Projection). Looking East

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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AUSTRALIA

ARLTUNGA PROJECT: Copper, Gold, (GES 100%)

The Arltunga Gold Project consists of Exploration Licence EL25238 covering 95.2 square kilometres, is located approximately 110 kilometres northeast of Alice Springs (Figure 1) in the vicinity of the Arltunga Goldfield. Thirty three historical gold mines and prospects are known in the licence area.

The Licence Renewal was approved on the 6 June 2013 for a Term of 2 years and will expire on the 7[th ] November 2014. All 31 sub-blocks were retained.

No work was carried out.

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

The Alice Springs Project consists of Exploration Licence EL24817 covering 372.59 square kilometres, is located approximately 110-155 kilometres northeast from Alice Springs in the Northern Territory (Figure 1).

The Licence Renewal was approved on the 4[th] February 2013 for a Term of 2 years and will expire on the 17[th] April 2014. The title area remains unchanged at 118 blocks.

No work was carried out.

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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

The Gladstone-Mount Miller Project consists of Exploration Licence (EPM15771) covering 63.93 square kilometres and Mining Lease Application (MLA80166) covering 32.24 Ha and is located approximately 15 kilometres by road from the port of Gladstone on the east coast of central Queensland (Figure 1).

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.

Mount Miller Mining Lease (EA MIN201115110): Agreement was reached and signed with both Queensland Main Roads and Queensland National Railways. The Board plan to carry out the diamond drilling program in the near future.

The Licence Renewal was approved on the 7[th] May 2013 for a Term of 5 years and will expire on the 18[th] June 2017. All 21 sub-blocks were retained.

No work was carried out.

PIONEER PROJECT: Gold (GES 100%)

The Pioneer Project consists of one granted Exploration Permit Mineral (EPM15619) covering 6.23 square kilometres approximately 70 kilometres by road from Bundaberg via the Bruce Highway in Queensland (Figure 1).

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.

The Licence Renewal was approved on the 22nd August 2012 for a Term of 3 years and will expire on the 1 August 2014.

As per the conditions of the exploration permit Genesis were required to relinquish 2 sub blocks from EPM 15619. Pursuant to section 793 of the Mineral Resources Act 1989 (MRA), the relinquishment was accepted by the Department of Natural Resources and Mines Queensland on the 22nd August 2013.

The tenement area has been reduced from 12.67 sq km to 6.23 sq km.

No work was carried out.

McARTHUR RIVER PROJECT: Manganese (GES 100%)

The McArthur River project consists of Exploration Licence EL24814 covering 380.88 square kilometres and is located approximately 850 kilometres south east of Darwin in the Northern Territory and 450 kilometres north-west of Mount Isa in Queensland (Figure 1).

The project area contains the Masterton No2 manganese occurrence.

The Licence Renewal was approved on the 4th February 2013 for a Term of 2 years and will expire on the 17th April 2014. All 116 sub-blocks were retained.

No work was carried out.

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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LAURA RIVER Au-Pt PROJECT: (EMP15242)

The Laura River project consists of Exploration Licence EPM15242 covering 165.35 square kilometres is centered on the Cape York Peninsular township of Laura, 210km north-west of Cairns and 88km west of Cooktown in North Queensland. The area is prospective for gold. Several historical alluvial workings are found in the vicinity of the Laura River and affluents.

The 6th Annual Technical Report was submitted.

The Licence Renewal is still pending.

No work was carried out.

FENN GAP Mn-Fe PROJECT: (EMP24839)

The Fenn Gap project consists of one Exploration Licence EL24839 which covers a total area of 52.43 square kilometers, is located approximately 25 kilometres south west of Alice Springs in the Northern Territory (Figure 1). The project is 25 kilometres from major infrastructure such as the Stuart Highway and Alice to Adelaide Railway.

The Licence Renewal is not due until the 5th May 2014.

All 27 sub-blocks have been retained.

No work was carried out.

TENEMENTS AS AT 30 SEPTEMBER 2013

Project	Tenement Number	Area (sq km)	Current Holder	State
Alice Springs	EL24817	372.59	Genesis Resources	NT
Arltunga	EL25238	95.2	Genesis Resources	NT
Fenn Gap	EL24839	52.43	Genesis Resources	NT
Laura River	EMP15242	165.35	Genesis Resources	QLD
Pioneer	EPM15619	6.23	Genesis Resources	QLD
McArthur River	EL24814	380.88	Genesis Resources	NT
Gladstone	EPM15771	63.93	Genesis Resources	QLD
Mt Miller MLA	MLA80166	32.24 Ha	Genesis Resources	QLD
Total Australia		1,416.69
Plavica(7 leases)		184.9	RIK Sileks AD Kratovo	Macedonia
TOTAL		1,601.59

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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CORPORATE

Capital Raising

On 16 July 2013, the Company entered into a capital raising mandate with a lead manager Rich Asia Ventures Ltd, in relation to a capital raising of approximately $1.9 million to be undertaken by way of two share placements to sophisticated investors. Under the terms of the capital raising mandate, the lead manager will assist the Company in raising approximately $1.9 million through two placements of up to a total of 20,997,685 shares in Genesis at a minimum offer price of $0.09. The first placement was completed on 15 July 2013, under which the Company placed 13,998,290 ordinary shares to a strategic investor, raising $1,259,846.10 in the process. The Directors expect that the second placement of approximately 7,000,000 shares in Genesis to raise approximately $629,000 will be completed shortly.

On 19 September 2013, the Company secured a $3,000,000 unsecured loan facility which provides the Company with immediate access to funds upon draw down as and when required. The initial drawdown of $1,000,000 was completed on 26 September 2013 and the repayment date is one year from this date, with no pre-payment penalties applicable. Interest rate is 8% per annum and may be converted into equity if mutually agreed upon between the Company and the lender.

On 28 October 2013, the Company entered into a loan agreement, under which an unrelated third party lender has agreed to provide an unsecured loan of $2,000,000 to Genesis; the Company expects to receive the loan funds in November 2013. The loan will be repayable within one year with no pre-payment penalties applicable, and interest will accrue on the principal amount of $2,000,000 at a rate of 10% per annum. The principal amount payable may be converted into equity if mutually agreed upon between the Company and the lender.

Securities on issue as at 30 September 2013:

ITEM		NO. OF SECURITIES
Total fully paid ordinary shares on issue		153,982,858
Total options to acquire fully paid ordinary shares on issue		26,535,376
Unlisted options exercisable at $0.10 on or before 4 May 2014		19,424,424
Unlisted options exercisable at $0.10 on or before 11 May2014		7,110,952
Board and Management as at 30 September 2013
Mr Eddie Pang	Chairman
Mr Peter Kong	Managing Director
Mr John Karajas	Non-Executive Director
Mr Alex Lim	Non-Executive Director
Mr Kim Heng Lim	Non-Executive Director (26 March 2013 to 23 October 2013)
Mr Patrick Volpe	Non-Executive Director
Mr Deric Wee	Non-Executive Director
Mr John Zee	Non-Executive Director
Ms Sophie Karzis	Company Secretary
Ms Patricia Wong	Chief Financial Officer

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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COMPETENT PERSON

Information in this report that relates to exploration activity and results was compiled under the guidance of John Karajas who is a Member of the Australasian Institute of Geoscientists. Mr Karajas 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. Mr Karajas consents to the release of the information compiled in this report in the form and context in which it appears.

About Genesis Resources Limited

Genesis Resources Limited is an Australian company with a portfolio of quality gold, iron, manganese, uranium and base metal (copper-zincsilver) 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’s website at: www.genesisresourcesltd.com.au

Genesis Resources Limited | Quarterly Activities Report | June 2013 – September 2013

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Introduced 01/07/96 Origin Appendix 8 Amended 01/07/97, 01/07/98, 30/09/01, 01/06/10, 17/12/10, 01/05/2013

Name of entity

Name of entity
Genesis Resources Limited
ABN 22 114 787 469	Quarter ended (“current quarter”)
22 114 787 469	30 September 2013

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 (3 months) $A’000
	(1,488) - - (392) - 7 - (48) -	(1,488) - - (392) - 7 - (48) -
	(1,921)	(1,921)
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 (carriedforward)	- - (2) - - - - - -	- - (2) - - - - - -
	(2)	(2)
	(1,923)	(1,923)

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

1.13 Total operating and investing cash flows (broughtforward)	(1,923)	(1,923)
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	1,260 - 1,000 - - -	1,260 - 1,000 - - -
	2,260	2,260
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 ofquarter	337 1,138 14	337 1,138 14
	1,489	1,489

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

1.23 1.24	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
			-
			-
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 andliabilities but didnotinvolve cash flows None 2.2 Details of outlays made by other entities to establish or increase their share in projects in whichthereporting entityhas an interest None		Explanation necessaryforanunderstanding ofthe transactions
		None
	None
	Details of outlays made by other entities to establish or increase their share in projects in whichthereporting entityhas an interest
	None

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Financing facilities available

Add notes as necessary for an understanding of the position.

3.1 Loan facilities (refer (i) below) 3.2 Credit standby arrangements	Amount available $A’000	Amount used $A’000
	5,000	1,000
	-	-

• (i) In September 2013, the Company announced that it had entered into a loan agreement with an unrelated Malaysian based financing company pursuant to which the financing company provided a loan facility to the Company of up to $3 million.

• In October 2013, the Company announced it had entered into a loan agreement with an unrelated third party lender pursuant to which the lender provided a loan of $2 million.

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration		$A’000
			907
			-
			-
			402
Total			1,309
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 – bank guarantee)	1,489		1,138
	-		-
	-		-
	78		78
Total: cash at end of quarter(item 1.22)	1,567		1,216

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

Changes in interests in mining tenements and petroleum tenements

6.1 Interests in mining tenements and petroleum tenements relinquished, reduced or lapsed 6.2 Interests in mining tenements and petroleum tenements acquired or increased	Tenement reference and location	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 7.4 Changes during quarter (a) Increases through issues (b) Decreases through returns of capital, buy- backs	153,982,858	153,982,858
	13,998,290	13,998,290
7.5 +Convertible debt securities (description)	Nil	Nil

• See chapter 19 for defined terms.

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Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

7.6 Changes during quarter (a) Increases through issues (b) Decreases through securities matured, converted
7.7 Options (description and conversion factor) 7.8 Issued during quarter 7.9 Exercised during quarter 7.10 Expired during quarter	i) 19,424,424 options (expiring 4/5/2014) to acquire ordinary shares (conversion factor 1:1) ii) 7,110,952 options (expiring 11/5/2014) to acquire ordinary shares (conversion factor 1:1)	i) Nil ii) Nil	i) Exercise price:10 cents ii) Exercise price:10 cents
	-	-	-	-
	-	-	-	-
	-	--	-	-
7.11 Debentures (totals only)	Nil
7.12 Unsecured notes(totals only)	Nil

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 5).

• 2 This statement does give a true and fair view of the matters disclosed.

Peter Kong Managing Director 30 October 2013

• See chapter 19 for defined terms.

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Appendix 5B Mining exploration entity and oil and gas exploration entity quarterly report

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 and petroleum 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 or petroleum 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 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.

• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting 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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