GENESIS RESOURCES LIMITED — Interim / Quarterly Report 2014

Apr 29, 2014

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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 – March 2014

HIGHLIGHTS

Plavica Au-Ag-Cu Project

• No drilling completed during the Quarter, all outstanding drilling assays for 2013 were returned.

• Highlights include 54m @ 3.51 g/t Au, 2.79 % Cu and 72m @ 1.47 g/t Au

• Work was completed on the Macedonian Government required Final 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. The FFS was presented to Genesis JV Partner, RIK Sileks AD, who in turn have submitted the first part of this to the Macedonian Government for review.

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

REPUBLIC OF MACEDONIA

PLAVICA HIGH SULPHIDATION EPITHERMAL GOLD-COPPER-SILVER PROJECT (Figure 1)

During the quarter all remaining assays from the 2013 drilling campaign were returned. Drilling was suspended late last Quarter due to the onset of snow and sub-zero temperatures. The Plavica Ridge area is now drilled out to an approximate 100m (E-W) X 50m (N-S) spacing.

Samples were assayed on a 1m basis and were sent to either SGS Laboratories in Ankara or SGS Laboratories in Bor, Serbia. Results were returned for core holes PNDD009-010 and PNDD036-043 and RC holes PNRC028030, PNRC032-041, PNRC043-45, PNRC047, PNRC050, PNRC054-055, PNRC057-058, PNRC060-067, PNRC073-076, PNRC078-085, PNRC087 and PNRC094.

A number of holes intersected very encouraging results. Results from the main Plavica Zone, on the eastern part of the ridge, include:

PNDD036: 72m @ 1.47 g/t Au from 34m PNRC075: 47m @ 1.29 % Cu, 0.29 g/t Au from 101m

Results to the west of the main zone include:

PNRC055: 54m @ 3.51 g/t Au, 10.8 g/t Ag, 2.79% Cu, 1.08 % Zn from 54m Including: 12m @ 12.41 g/t Au, 21.8 g/t Ag, 3.78 % Cu, 1.28 % Pb and 1.73 % Zn from 107m PNRC057: 39m @ 2.78 g/t Au, 34.1 g/t Ag, 0.48 % Cu and 1.72 % Pb from 24m

Results to the east of this main zone include:

PNDD043: 34m @ 2.00 g/t Au, 8.0 g/t Ag and 0.29 % Cu from 111m

Drilling beneath the main zone of mineralisation at Plavica was unsuccessful and it appears the feeder zone has

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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been faulted off. The Western and Eastern extents / pods of mineralisation, mentioned above, remain open at depth and along strike. More drilling is planned here in 2014.

Results for 2 more core holes at Maricanski Rid, 800m to the south of Plavica, were also returned and include:

MRDD004: 17m @ 1.05 g/t Au and 15.1 g/t Ag from 204m MRDD005: 11m @ 1.29 % Cu , 0.71 g/t Au and 146.2 g/t Ag from 259m

Hole MRDD005 was drilled away from the main ridge and further drilling is required here to understand the geology and controls on mineralisation. More drilling at Maricanski Rid is planned in 2014.

All results received during the Quarter are shown in Table 1 (Core) and 2 (RC) and the collars of these holes are shown in Figure 3. Co-ordinates for these holes are given in the previous Quarterly Reports at the time of drilling. Figure 4 shows a section through the western zone of mineralisation highlighting the best hole received in the Quarter, PNRC055.

The Company has employed the services of IGMC to complete a 2012-JORC-Compliant Resource over Plavica using only recent / reliable drilling data. As reported to the ASX last year, the previous resource calculation used mainly State drilled holes and assays and this was subsequently downgraded to an ‘Exploration Target’. The results of this new Resource will be available in the June Quarter.

Results from 16 shallow scout holes drilled on the regional tenements around Plavica in 2013 were returned. A number of interesting alteration zones were drilled characterised by high As and S assays. The best result was 1m @ 1.85 % Cu from 81m within a broad low grade gold zone of 25m @ 0.1 g/t Au from 62m in PSDD002 at Plesinci. This hole’s location is shown in Figure 5. Further work is planned at some of these regional prospects, including geophysics, after applications to extend these tenements are approved.

The Company is pleased to advise that it has now completed a Final Feasibility Study (FFS) in relation to the Plavica tenement, in accordance with the terms of Genesis’ joint venture agreement (JV Agreement) with its partner RIK Sileks AD Kratovo (Sileks). Sileks is required to lodge the FFS with the Macedonian Government upon expiry of the four-year Exploration Licence for the Plavica tenement.

The FFS was completed pursuant to detailed exploration undertaken by Genesis over the Plavica tenement, and comprises eight studies which collectively report on a range of feasibility matters in connection with the possible future exploitation of a Resource at Plavica, including the economic feasibility of establishing a mine, and reviews of the geology, ore resources and metallurgy. In particular, Genesis confirms that the first part of the FFS, a Geological Elaborate Report, which includes a Macedonian standard resource calculation, was lodged by Sileks on April 1[st] with the Macedonian Government for review, in accordance with lodgement procedures.

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Figure 1 Location of the Plavica Gold-Copper-Silver Project, Republic of Macedonia.

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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Figure 2 Plavica Gold-Copper-Silver Project Tenements, overlying RTP Magnetics.

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Figure 3 Results returned in QTR 1 2014, Plavica Gold-Copper-Silver Project. Gauss Kruger Co-ordinate System.

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Figure 4 Section 7596600E at Plavica Gold-Copper-Silver Project. Gauss Kruger Co-ordinate System. Looking East.

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Figure 5 Location of Plesinci PSDD002 with other Regional Drill Collars, drilled in QTR4 2013, Plavica Gold-Copper-Silver Project.

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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Hole	Int	From	To	**Au g/t **	Ag g/t	Cu%	**Pb% **	**Zn% **	Au gram- metres		Hole	Int	From	**To **	**Au g/t **	Ag g/t	Cu%	**Pb% **	**Zn% **	Au gram- metres
MRDD004	10	29	39	0.79	0.00	0.03	0.07	0.00	7.9		PNDD010	4	244	248	1.27	0.00	0.31	0.00	0.00	5.1
MRDD004	8	60	68	0.61	0.00	0.00	0.09	0.00	4.9		PNDD036	72	34	106	1.47	23.00	0.00	0.09	0.00	105.8
MRDD004	5	120	125	0.72	0.00	0.00	0.00	0.00	3.6		PNDD036*	10	110	120	0.04	0.00	0.43	0.00	0.00	0.4
MRDD004	6	140	146	1.23	9.50	0.00	0.17	0.00	7.4		PNDD036	10	127	137	1.26	6.00	0.44	0.05	0.00	12.6
MRDD004	17	204	221	1.05	15.10	0.03	0.19	0.00	17.9		PNDD037	3	74	77	0.82	0.00	0.07	0.00	0.00	2.5
MRDD004	4	233	237	0.77	8.80	0.00	0.41	0.00	3.1		PNDD038	3	137	140	0.76	0.00	0.00	0.16	0.00	2.3
MRDD004*	9	290	299	0.18	0.00	0.37	0.05	0.00	1.6		PNDD038	5	149	154	1.11	0.00	0.06	0.00	0.00	5.6
MRDD004	9	313	322	0.23	20.30	0.78	0.10	0.00	2.1		PNDD039	7	321	328	0.41	0.00	0.11	0.00	0.06	2.9
MRDD005	3	137	140	0.79	0.00	0.00	0.53	0.00	2.4		PNDD040	16	161	177	0.52	0.00	0.30	0.00	0.21	8.3
MRDD005	15	174	189	0.43	4.90	0.21	0.05	0.00	6.5		PNDD040	4	235	239	1.26	0.00	0.08	0.00	0.16	5.0
MRDD005	4	196	200	0.60	0.00	0.20	0.07	0.00	2.4		PNDD041	8	152	160	1.26	3.00	0.60	0.00	0.26	10.1
MRDD005	5	215	220	0.51	5.40	0.10	0.00	0.00	2.6		PNDD041	7	253	260	0.73	0.00	0.14	0.00	0.34	5.1
MRDD005	11	259	270	0.71	146.20	1.29	0.13	0.09	7.8		PNDD041	7	520	527	0.72	22.70	0.07	0.12	0.00	5.0
MRDD005	5	311	316	0.65	4.60	0.67	0.00	0.00	3.3		PNDD042	8	137	145	0.49	5.00	0.58	0.00	0.00	3.9
MRDD005	11	342	353	0.84	8.80	0.32	0.05	0.00	9.2		PNDD042	7	150	157	0.43	0.00	0.08	0.00	0.00	3.0
MRDD005	16	388	404	0.51	0.00	0.33	0.00	0.00	8.2		PNDD042*	3	162	165	0.93	26.30	2.22	0.21	0.00	2.8
MRDD005	10	408	418	0.49	0.00	0.28	0.00	0.00	4.9		PNDD042	12	169	181	0.23	0.00	1.58	0.00	0.00	2.8
PNDD009	No Significant Results										PNDD042*	16	235	251	0.13	0.00	0.44	0.00	0.00	2.1
PNDD010	7	22	29	0.50	4.70	0.00	0.24	0.30	3.5		PNDD043	7	80	87	0.47	6.90	0.00	0.00	0.00	3.3
PNDD010	19	40	59	0.52	4.50	0.00	0.63	0.00	9.9		PNDD043	34	111	145	2.00	8.00	0.29	0.09	0.00	68.0
PNDD010	5	98	103	1.09	4.40	0.00	0.00	0.00	5.5		PNDD043	12	169	181	0.52	3.10	0.10	0.08	0.00	6.2

Table 1 (above): Significant Core Drilling Results, returned in QTR1 2014, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 g/t Au cut-off, minimum 3m interval, maximum 3m internal waste. Results in red denote composites above 50 gram-metres. Results with an asterisk (*) have used a 0.3 % Cu cut-off.

Hole	**Int **	From	To	**Au g/t **	Ag g/t	Cu%	Pb%	Zn%	Au gram- metres		Hole	Int	From	To	**Au g/t **	Ag g/t	Cu%	Pb%	Zn%	Au gram- metres
PNRC028	No Significant Results										PNRC062	3	76	79	0.55	14.30	0.15	0.11	0.00	1.7
PNRC029	No Significant Results										PNRC062*	4	92	96	0.15	44.00	0.45	0.09	0.04	0.6
PNRC030	No Significant Results										PNRC063*	24	38	62	0.25	0.00	0.45	0.11	0.11	6.0
PNRC032	No Significant Results										PNRC065	5	86	91	0.16	6.20	0.31	0.00	0.00	0.8
PNRC033	No Significant Results										PNRC066	4	130	134	0.66	33.60	1.34	0.43	0.20	2.6
PNRC034	No Significant Results										PNRC067	No Significant Results
PNRC035	No Significant Results										PNRC071	20	63	83	0.58	0.00	0.00	0.10	0.00	11.6
PNRC036	No Significant Results										PNRC073*	3	196	199	0.30	14.30	1.11	0.22	0.00	0.9
PNRC037	No Significant Results										PNRC074	5	108	113	0.62	3.40	0.00	0.25	0.00	3.1
PNRC038	No Significant Results										PNRC075*	47	101	148	0.29	31.50	1.29	0.09	0.00	13.6
PNRC039	No Significant Results										PNRC076*	7	37	44	0.04	0.00	0.64	0.16	0.26	0.3
PNRC040	No Significant Results										PNRC076	8	152	160	0.87	11.00	0.18	0.05	0.04	7.0
PNRC041	No Significant Results										PNRC078	24	120	144	0.74	6.30	0.33	0.09	0.00	17.8
PNRC043	No Significant Results										PNRC079	4	1	5	0.68	6.30	0.00	0.14	0.00	2.7
PNRC044	No Significant Results										PNRC079*	6	40	46	0.18	1.30	0.55	0.66	0.00	1.1
PNRC045	No Significant Results										PNRC079*	9	73	82	0.09	0.00	0.44	0.15	0.05	0.8
PNRC047	No Significant Results										PNRC079*	10	85	95	0.11	0.00	1.24	0.29	0.00	1.1
PNRC050	3	177	180	0.09	9.30	0.51	0.14	0.00	0.3		PNRC079	4	170	174	0.84	21.00	0.18	0.24	0.26	3.4
PNRC055	3	25	28	0.65	0.00	0.00	0.00	0.00	2.0		PNRC079	9	194	203	0.70	22.40	0.41	0.09	0.05	6.3
PNRC055	7	62	69	0.60	0.00	0.44	0.15	0.08	4.2		PNRC080	6	92	98	0.33	0.00	0.19	0.10	0.13	2.0
PNRC055	54	85	139	3.51	10.80	2.79	0.73	1.08	189.5		PNRC081	No Significant Results
incl	12	107	119	12.41	21.80	3.78	1.28	1.73	148.9		PNRC082	7	76	83	0.61	0.00	0.08	0.76	0.05	4.3
PNRC055	7	149	156	0.65	23.00	0.23	0.21	0.19	4.6		PNRC082	4	89	93	0.54	24.30	0.05	1.26	1.47	2.2
PNRC055	4	169	173	0.73	10.30	0.06	0.00	0.12	2.9		PNRC082	3	98	101	0.56	8.70	0.12	0.53	0.14	1.7
PNRC057	12	2	14	1.23	12.30	0.00	1.43	0.00	14.8		PNRC082	3	125	128	3.58	21.30	0.00	0.86	0.00	10.7
PNRC057	39	24	63	2.78	34.10	0.48	1.72	0.05	108.4		PNRC083	3	97	100	2.08	7.30	0.00	0.23	0.68	6.2
PNRC057	8	78	86	0.66	5.60	0.06	0.45	0.40	5.3		PNRC084	9	23	32	0.43	0.00	0.00	0.06	0.00	3.9
PNRC057	7	95	102	0.55	9.60	0.06	0.17	0.00	3.9		PNRC085*	3	144	147	0.14	5.30	0.40	0.10	0.40	0.4
PNRC058	30	23	53	0.78	6.80	0.20	0.49	0.25	23.4		PNRC085*	3	168	171	0.44	4.00	0.80	0.00	0.34	1.3
PNRC058	24	57	81	1.09	1.70	0.00	0.25	0.13	26.2		PNRC086	32	12	44	0.90	0.00	0.00	0.20	0.00	28.8
PNRC060A	14	4	18	0.68	5.40	0.00	0.11	0.00	9.5		PNRC087	No Significant Results
PNRC060A*	6	65	71	0.11	3.00	0.45	0.06	0.00	0.7		PNRC094	6	1	7	1.13	5.60	0.00	0.00	0.00	6.8
PNRC061A*	3	38	41	0.18	64.70	1.67	6.91	0.25	0.5		PNRC094	17	24	41	0.43	4.50	0.00	0.05	0.00	7.3
PNRC061A*	4	88	92	0.38	1.70	0.84	0.11	0.00	1.5		PNRC094	5	194	199	0.28	0.00	1.96	0.05	0.00	1.4

Table 2 (above): Significant RC Drilling Results, returned in QTR1 2014, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 g/t Au cut-off, minimum 3m interval, maximum 3m internal waste. Results in red denote composites above 50 gram-metres. Results with an asterisk (*) have used a 0.3 % Cu cut-off.

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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Figure 6 Location of Australian Projects.

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 6) 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.

The 7[th] Annual Technical Report was submitted and has been accepted as satisfactory.

A Mine Management Plan (MMP) Update was lodged on the 14[th] March 2014.

A CLC Sacred Site Clearance Certificate Application was lodged on the 4[th] February 2014.

Work was restricted to a review of previous work and planning for fieldwork in 2014.

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 6).

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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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.

A Mine Management Plan (MMP) was submitted to the NT Government on the 9[th] December 2013 in anticipation of a drilling program in mid 2014.

The title area remains unchanged at 118 blocks.

A CLC Sacred Site Clearance Certificate Application was lodged on the 4[th] February 2014.

Work was restricted to a review of previous work and planning for fieldwork in 2014.

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 6).

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 plans 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.

Work was restricted to a review of previous work and planning for fieldwork in 2014.

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 6).

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 22[nd] 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 22[nd] 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 northwest of Mount Isa in Queensland (Figure 6).

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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The project area contains the Masterton No2 manganese occurrence.

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. All 116 sub-blocks were retained.

A Mine Management Plan (MMP) Update was submitted to the NT Government on the 1[st] November 2013.

No work was carried out.

LAURA RIVER Au-Pt PROJECT: (EMP15242) (GES:100%)

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 (Figure 6). The area is prospective for gold. Several historical alluvial workings are found in the vicinity of the Laura River and affluents.

The Licence Renewal is still pending.

No work was carried out.

FENN GAP Mn-Fe PROJECT: (EMP24839) (GES:100%)

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 6). 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 5[th] May 2014.

All 27 sub-blocks have been retained.

Work was restricted to a review of previous work and planning for fieldwork in 2014.

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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TENEMENTS AS AT 31 MARCH 2014

PROJECT TENEMENT NUMBER COMMODITY	PROJECT TENEMENT NUMBER COMMODITY	COMPANY’S BENEFICIAL INTEREST CURRENT AREA (KM2) CURRENT HOLDER COUNTRY/ STATE
	EL24817 Copper-Iron- Gold	100% 372.59 Genesis NT
Alice Springs
Arltunga	EL25238 Gold-PGE	100% 95.2 Genesis NT
	EL24839 Iron- Manganese	100% 52.43 Genesis NT
Fenn Gap
Laura River	EMP15242 Gold-PGE	100% 165.35 Genesis QLD
Pioneer	EPM15619 Gold EL24814 Manganese- Base Metals EPM15771 Manganese	100% 6.23 Genesis QLD
McArthur River		100% 380.88 Genesis NT
Gladstone		100% 63.93 Genesis QLD
Mt Miller	MLA80166 Manganese	100% 32.24 Ha Genesis QLD
Plavica & Crn Vrv	19-6077/1 Gold-Silver- Copper
		62%* 26.35 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6648/1 Gold-Silver- Copper
		62%* 17.41 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6082/1 Gold-Silver- Copper	62%* 26.4 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6070/1 Gold-Silver- Copper
		62%* 27.61 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6083/1 Gold-Silver- Copper	62%* 28.07 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6078/1 Gold-Silver- Copper
		62%* 29.11 Sileks AD Kratovo Macedonia
Plavica & Crn Vrv	19-6081/1 Gold-Silver- Copper	62%* 29.99 Sileks AD Kratovo Macedonia

During the quarter, the Company did not acquire or dispose of any tenements, and did not increase, decrease or acquire any new percentage interests in any farm-in or farm-out agreement.

*The Company’s level of interest is subject to meeting the conditions of the joint venture agreement with the joint venture partner, Sileks AD Kratovo; namely If Genesis pays for all work expenditures up to the completion of the final feasibility study then the Company’s participating interest shall be 62% and the participating interest of Sileks shall be 38%.

Genesis Resources Limited | Quarterly Activities Report | January 2014 – March 2014

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CORPORATE UPDATES

Events during the quarter

Proposed takeover bid : On 24 January 2014, Genesis executed a Takeover Bid Implementation Deed with Blumont Group Ltd (SGX: A33/BLUM) ( Blumont ), under which Blumont proposed to make an off-market takeover bid for all the shares in Genesis. Blumont dispatched a Bidder’s Statement to Genesis shareholders on 26 March 2014, under which Blumont offered to acquire all Genesis shares on issue ( Offer ). By accepting the Offer, Genesis shareholders were to receive 5.3 Blumont shares for every 2 Genesis shares.

Capital raising through placement of shares : On 29 January 2014, Genesis raised $1,000,000 through a placement of 11,764,706 ordinary shares at an issue price of $0.085.

Change of auditor : On 23 January 2014, Genesis was served with notices requiring the Company to convene a general meeting to seek to remove PricewaterhouseCoopers and appoint RSM Bird Cameron Partners as the Company’s auditor. The Company held an extraordinary general meeting on 28 February 2014, at which PricewaterhouseCoopers was removed and RSM Bird Cameron Partners was appointed as auditor of the Company.

Events subsequent

Blumont takeover bid : On 9 April 2014, following discussions between Genesis and Blumont about certain aspects of the Offer, and given the Board’s view that it would only be appropriate to issue Genesis’ Target’s Statement when matters under discussion had concluded, Genesis made an application to Australian Securities and Investments Commission ( ASIC ) for relief to extend the deadline by which Genesis had to send its Target’s Statement to its shareholders from 10 April 2014 to 24 April 2014. Genesis received relief from ASIC on 9 April 2014. On 22 April 2014, Blumont lodged a Second Supplementary Bidder’s Statement advising of an increase to its offer consideration, such that under the varied offer, accepting Genesis shareholders will receive 9.5 Blumont shares for every 2 Genesis shares. Genesis lodged its Target’s Statement with ASX and ASIC on 23 April 2014, and mailed the Target’s Statement to its shareholders on the same day.

Securities on issue as at 31 March 2014:

ITEM	NO. OF SECURITIES
Total fully paid ordinary shares on issue	165,752,564
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	19,419,424
Unlisted options exercisable at $0.10 on or before 11 May2014	7,110,952

Board and Management as at 31 March 2014

Mr Eddie Pang	Executive Chairman
Mr Alex Lim	Non-Executive Director
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 | January 2014 – March 2014

Page 10

COMPETENT PERSON

The information in this report that relates to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves is based on information compiled by James Patterson, a Competent Person who is a Member of the Australian Institute of Geoscientists.

James Patterson is a full-time employee of the Genesis Group. James Patterson has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. James Patterson consents to the inclusion in the report of the matters based on his information in the form and context of 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 | January 2014 – March 2014

Page 11

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	31 March 2014

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
	(369) - - (445) - 2 - 17 -	(4,208) - - (1,132) - 22 - (31) -
	(795)	(5,349)
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)	- - - - - - - - -	- - (29) - - - - - -
	-	(29)
	(795)	(5,378)

• See chapter 19 for defined terms.

01/05/2013 Appendix 5B Page 1

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

1.13 Total operating and investing cash flows (broughtforward)	(795)	(5,378)
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- transaction costs Net financing cash flows	1,002 - 1,000 - - (50)	2,262 - 4,000 - - (50)
	1,952	6,212
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	1,157 738 (75)	834 1,138 (152)
	1,820	1,820

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

Appendix 5B Page 2

01/05/2013

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.

		Amount available	Amount used
		$A’000	$A’000
3.1	Loan facilities (refer (i) below)	5,000	4,000
3.2	Credit standby arrangements	-	-

• (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 facility of up to $2 million.

Estimated cash outflows for next quarter

4.1 Exploration and evaluation 4.2 Development 4.3 Production 4.4 Administration	$A’000
	1,829
	-
	-
	364
Total	2,193

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 – bank guarantee)	1,820	738
	-	-
	-	-
	78	78
Total: cash at end of quarter(item 1.22)	1,898	816

• See chapter 19 for defined terms.

01/05/2013 Appendix 5B Page 3

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.

	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	165,752,564	165,752,564
	Genesis issued a total of 11,769,706 shares during the quarter (11,764,706 shares issued under a placement and 5,000 shares issued upon the exercise of options)	11,769,706	11,764,706 shares were issued at $0.085 per share under a placement. 5,000 shares were issued upon the payment of the exercise price of $0.10 peroption.	All securities are fully paid up ($0.085 per share for 11,764,706 shares and $0.10 per share for 5,000 shares)
7.5 +Convertible debt securities (description)	Nil	Nil

• See chapter 19 for defined terms.

Appendix 5B Page 4

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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) 19,419,424 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
	-	-	-	-
	5,000 options (expiring 4/5/2014) to acquire ordinary shares were exercised during the quarter	-	Exercise price of the 5,000 options (expiring 4/5/2014) was 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.

==> picture [56 x 62] intentionally omitted <==

Eddie Pang Executive Chairman 30 April 2014

• See chapter 19 for defined terms.

01/05/2013 Appendix 5B Page 5

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.

Appendix 5B Page 6

01/05/2013