GENESIS RESOURCES LIMITED — Interim / Quarterly Report 2013

Jan 30, 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 – December 2013

HIGHLIGHTS

Plavica Au-Ag-Cu Project

• 7 RC and 16 Diamond drill holes drilled at Plavica for a total of 1,383m of RC and 5774.5m of diamond core.

• 16 Regional core holes drilled to the west and south of Plavica for a total of 1,457.8m.

• Many holes at Plavica intersected ore grade mineralization and the new zone reported in the second Quarter of 2013 continues to increase in size. This new zone is still open along strike and at depth. Some encouraging results were also returned from the western part of Plavica.

• Highlights include 51m @ 1.50 g/t Au and 51m @ 1.18 g/t Au

• Continued success at Maricanski Rid, 800m south of Plavica with assays for 4 more holes returned, all with encouraging results including 51m @ 0.79 g/t Au

• Work is nearly complete 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.

EXPLORATION & DEVELOPMENT PROGRESS DURING THE QUARTER

REPUBLIC OF MACEDONIA

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

During the quarter 7 RC and 16 diamond core drill holes were drilled at Plavica for a total 1,383m of RC and 5,774.5m of diamond core respectively. Drilling was suspended in early December due to the onset of snow and sub-zero temperatures. Drill hole locations are shown in Figure 2 whilst Table 1 provides the details of drill hole coordinates, azimuths, inclinations and depths. The Plavica Ridge area is now drilled out to a 100m (E-W) X 50m (N-S) spacing.

In addition 16 core holes for 1,457.8m were drilled on the regional tenements around Plavica. The locations of these holes are shown in Figure 3 and the drill hole details are shown in Table 2.

Samples were assayed on a 1m basis and were sent to either SGS Laboratories in Ankara or SGS Laboratories in Bor, Serbia. Results have been returned for core holes PNDD028A and PNDD029 to 035 and RC holes PNRC095 and 096. All other assays from this Quarter are still pending.

Some outstanding assays from holes drilled earlier in the year were also returned. These are core holes PNDD007 to PNDD009A, PNDD012, PNDD016 to 027 and RC holes PNRC050 to 053, PNRC056, 059, 062 and 072.

Results from four holes drilled at Maricanski Rid last Quarter were also returned. These are core hole MRDD003 and RC holes PNRC0069A, 070 and 071.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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

PNDD020: 23m @ 1.46 g/t Au from 0m PNDD022: 51m @ 1.18 g/t Au, from 37m

Results to the east of this main zone include:

PNDD025: 51m @ 1.50 g/t Au, 11.5 g/t Ag from 144m PNRC096: 34m @ 1.26 g/t Au from 14m Results to the west of the main zone include:

PNDD007: 27m @ 1.43 g/t Au, 19.25 g/t Ag and 0.48% Cu from 296m PNDD008: 14m @ 2.31 g/t Au, 47.9 g/t Ag and 0.46% Cu from 156m PNRC095: 28m @ 1.08 g/t Au, 20.6 g/t Ag, 0.22% Cu, 0.56% Pb and 0.25% Zn from 173m

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

PNRC069A: 51m @ 0.79 g/t Au from 0m

The other 3 holes at Maricanski Rid that returned results this Quarter were all positive results including MRDD003 which had a number of gold zones down the hole. Note that the geometry of the Mineralisation at Maricanski Rid is not currently well understood and that true thicknesses of the intercepts here are not known. More drilling at Maricanski Rid is planned.

All results received for the Quarter are shown in Table 3

A number of interesting copper zones were also encountered at depth throughout the Plavica Ridge and these are shown in Table 4. The best of these was: PNDD023: 35m @ 0.75% Cu, 0.53 g/t Au, 10.9 g/t Ag, 0.12% Pb and 0.34% Zn from 173m

Once all assays have been returned for 2013, The Company plans on recalculating the Resource at Plavica. All outstanding assays from 2013 will be returned in January 2014 and will be reported in the next Quarter.

All assays from the Regional program are pending. A number of alteration zones were intersected.

As reported last Quarter, Genesis has engaged a number of specialist consultants in Macedonia to complete a Macedonian Government required Final Feasibility Study ( 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. The Study is nearing completion and the final FFS report will be completed by the end of February 2014.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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Figure 2 Location of Drill Collars, QTR4 2013, Plavica Gold-Copper-Silver Project. Gauss Kruger Co-ordinate System.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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Hole	Depth	Dip	Azm	**East_GK_MIG **	North_GK_MIG	RL	Type
PNDD028A	401.0	-60.0	360.0	7597007.0	4656957.0	1125.0	Core
PNDD029	300.0	-45.0	360.0	7597117.0	4657007.0	1149.5	Core
PNDD030	339.0	-60.0	360.0	7597835.0	4656790.0	1240.0	Core
PNDD031	371.0	-45.0	360.0	7597217.0	4656917.0	1133.0	Core
PNDD032	401.0	-45.0	360.0	7597207.0	4656807.0	1100.0	Core
PNDD033	221.0	-50.0	360.0	7597807.0	4656910.0	1260.0	Core
PNDD034	360.0	-60.0	360.0	7597522.0	4656988.0	1207.6	Core
PNDD035	202.0	-60.0	360.0	7597305.0	4657105.0	1194.8	Core
PNDD036	221.0	-60.0	360.0	7597107.0	4657157.0	1182.0	Core
PNDD037	200.0	-45.0	360.0	7597209.7	4657110.8	1176.3	Core
PNDD038	350.0	-45.0	360.0	7597107.0	4656907.0	1100.0	Core
PNDD039	498.0	-60.0	360.0	7597307.0	4656860.0	1110.0	Core
PNDD040	425.8	-60.0	360.0	7597160.0	4656538.0	1042.0	Core
PNDD041	527.0	-60.0	340.0	7597039.0	4656505.0	1022.0	Core
PNDD042	367.2	-45.0	360.0	7597404.5	4656870.0	1130.0	Core
PNDD043	290.5	-60.0	360.0	7597947.0	4656626.0	1241.0	Core
PNRC090	200.0	-60.0	360.0	7596907.0	4657207.0	1192.0	RC
PNRC091	200.0	-60.0	360.0	7596907.0	4657157.0	1198.0	RC
PNRC092	200.0	-60.0	360.0	7597007.0	4657207.0	1200.0	RC
PNRC093	200.0	-60.0	360.0	7597000.0	4657150.0	1205.0	RC
PNRC094	179.0	-60.0	360.0	7597107.0	4657207.0	1182.0	RC
PNRC095	204.0	-60.0	360.0	7597010.0	4656872.0	1083.0	RC
PNRC096	200.0	-60.0	360.0	7597707.0	4656960.0	1240.0	RC

Table 1 (above): Drill Collar Details, QTR4 2013, Plavica Gold-Copper-Silver Project.

Tenement	Prospect	Hole	Depth	Dip	Azm	East_GK_MIG	North_GK_MIG	RL	Type
2(T-2/4)	Plesenci-Gorun	PSDD001	74	-60	20	7594835	4652152	745	Core
2(T-2/4)	Plesenci-Creek	PSDD002	88.2	-60	60	7594393	4651459	570	Core
4(T-2/8)	Kostomor-Zarapinci	ZRDD001	82.1	-60	210	7595849	4645330	477	Core
4(T-2/8)	Kostomor-Zarapinci	ZRDD002	56.1	-60	30	7595852	4645333	477	Core
4(T-2/8)	Kostomor-Zarapinci	ZRDD003	84.7	-60	210	7595886	4645389	481	Core
1(T-2/2)	Stroimanci-Vaklinci	STDD001	100.4	-60	330	7584964	4652630	805	Core
1(T-2/2)	Stroimanci-Kachar	STDD003	100.8	-60	240	7586277	4651479	735	Core
1(T-2/2)	Stroimanci-Stroimanci	STDD002	74	-60	240	7585624	4651256	736	Core
1(T-2/2)	Stroimanci-Kraikochani	STDD004	100.1	-60	235	7585351	4649962	730	Core
1(T-2/2)	Stroimanci-Kraikochani	STDD005	100.3	-60	55	7585510	4649953	730	Core
3(T-2/6)	Kitka-Dolne Barbarevo	KTDD001	92.5	-60	80	7587991	4649103	700	Core
7(T-2/5)	Borovik-Mulevci	BRDD001	101	-60	290	7590060	4658289	570	Core
7(T-2/5)	Borovik-Mulevci	BRDD002	101.3	-60	290	7590104	4658267	570	Core
7(T-2/5)	Borovik-Mulevci	BRDD003	100.2	-60	290	7590158	4658255	565	Core
7(T-2/5)	Borovik-Mulevci	BRDD004	100.7	-60	290	7590202	4658241	565	Core
5(T-2/9)	Probistip-Ozren	PRDD001	101.4	-60	230	7598779	4648091	570	Core

Table 2 (above): Regional Drill Collar Details, QTR4 2013, Plavica Gold-Copper-Silver Project.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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Figure 3 Location of Regional Drill Collars, QTR4 2013, Plavica Gold-Copper-Silver Project.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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Hole	From	To	Int	**Au g/t **	Au gram- **metres **	Ag g/t	Cu%	Pb%	Zn%		Hole	From	To	Int	**Au g/t **	Au gram- metres	Ag g/t	Cu%	Pb%	Zn%
PNDD007	160	165	5	0.46	2.30	3.4	0.21	0.07	0.20		PNDD027	38	42	4	0.95	3.80	0.0	0.00	0.13	0
PNDD007	206	209	3	1.81	5.43	9.0	0.65	1.43	1.19		PNDD028A	140	146	6	0.70	4.20	0.0	0.00	0.04	0
PNDD007	229	244	15	1.52	22.80	10.0	0.30	0.93	0.63		PNDD029	No Significant Results
PNDD007	248	251	3	0.82	2.46	18.2	0.41	0.84	1.29		PNDD030	2	17	15	0.78	11.70	0.0	0.00	0.05	0
PNDD007	296	323	27	1.43	38.61	19.2	0.48	0.05	0.10		PNDD030	133	141	8	0.44	3.52	13.5	0.00	0.08	0
PNDD007	333	360	27	1.06	28.62	15.9	0.29	0.08	0.05		PNDD030	184	190	6	1.77	10.62	14.8	0.39	0.03	0.03
PNDD007	377	383	6	1.30	7.80	0.0	0.00	0.00	0.03		PNDD030	250	262	12	0.63	7.56	13.1	0.07	0.09	0
PNDD007	426	429	3	0.51	1.53	3.3	0.21	0.03	0.21		PNDD030	285	289	4	0.54	2.16	0.0	0.00	0	0
PNDD008	156	170	14	2.31	32.34	47.9	0.46	0.10	0.29		PNDD031	35	43	8	0.01	0.08	6.0	0.67	0.85	0.26
incl	167	168	1	21.70	21.70	145.0	0.53	0.21	0.64		PNDD031	165	168	3	0.63	1.89	14.4	1.22	0.06	0.18
PNDD008	302	305	3	1.10	3.30	70.5	0.07	3.25	0.15		PNDD032	269	285	16	1.04	16.64	16.0	0.12	0.03	0.03
PNDD009A	No Significant Results										PNDD032	321	325	4	0.94	3.76	7.5	0.04	0	0.03
PNDD012	18	23	5	0.59	2.95	28.2	0.02	0.04	0.00		PNDD033	0	12	12	1.26	15.12	0.0	0.04	0.09	0
PNDD012	58	64	6	0.50	3.00	48.3	0.07	0.37	0.00		PNDD034	58	68	10	0.78	7.80	0.0	0.07	0.04	0
PNDD012	166	171	5	0.63	3.15	19.4	0.47	0.09	0.05		PNDD034	74	94	20	0.90	18.00	0.0	0.15	0.03	0
PNDD012	274	292	18	1.23	22.14	65.2	1.15	0.11	0.05		PNRC051A	13	18	5	0.52	2.60	21.8	0.03	0.78	0
PNDD016	29	37	8	0.50	4.00	0.0	0.02	0.06	0.00		PNRC052	No Significant Results
PNDD016	45	51	6	0.53	3.18	0.0	0.02	0.08	0.00		PNRC053	No Significant Results
PNDD016	57	67	10	0.57	5.70	4.2	0.00	0.23	0.00		PNRC056	131	145	14	0.78	10.92	7.9	0.34	0.36	0.18
PNDD016	103	115	12	0.78	9.36	43.1	0.05	0.10	0.00		PNRC059	No Significant Results
PNDD016	271	279	8	1.06	8.48	5.0	0.25	0.00	0.00		PNRC069A	0	51	51	0.79	40.29	0.0	0.00	0.15	0
PNDD017	179	194	15	1.87	28.05	8.6	0.25	0.22	0.06		PNRC069A	87	93	6	0.47	2.82	0.0	0.00	0.07	0
PNDD017	304	321	17	1.19	20.23	18.2	0.80	0.04	0.08		PNRC070	47	57	10	0.67	6.70	0.0	0.00	0.08	0
PNDD017	405	418	13	0.75	9.75	5.3	0.23	0.05	0.03		PNRC070	108	111	3	0.95	2.85	0.0	0.00	0.05	0
PNDD018	34	53	19	0.57	10.83	8.2	0.04	0.15	0		PNRC071	2	9	7	0.69	4.83	0.0	0.03	0.16	0
PNDD018	66	80	14	0.67	9.38	3.2	0.18	0.07	0.02		PNRC071	33	47	14	1.28	17.92	0.0	0.00	0.07	0
PNDD018	84	104	20	0.74	14.80	9.2	0.03	0.08	0		PNRC072	88	93	5	1.06	5.30	38.2	0.27	0.17	0.03
PNDD018	127	132	5	0.69	3.45	0.0	0.00	0.04	0		PNRC072	105	122	17	1.27	21.59	43.3	0.00	0.09	0
PNDD019	30	50	20	1.01	20.20	4.2	0.00	0.08	0		PNRC077A	63	67	4	0.51	2.04	18.9	0.16	0.93	0.71
PNDD019	70	79	9	0.47	4.23	0.0	0.00	0.05	0		PNRC086	No Significant Results
PNDD019	103	106	3	1.24	3.72	5.7	0.00	0.04	0		PNRC095	117	123	6	0.44	2.64	6.7	0.29	0.2	0.46
PNDD019	139	156	17	0.65	11.05	0.0	0.09	0.08	0		PNRC095	147	163	16	1.78	28.48	38.9	0.57	0.17	0.21
PNDD020	0	23	23	1.46	33.58	3.0	0.00	0.35	0		incl	149	150	1	19.10	19.10	132.0	3.45	1.05	1.56
PNDD021	103	107	4	0.42	1.68	0.0	0.00	0	0.05		PNRC095	173	201	28	1.08	30.24	20.6	0.22	0.56	0.25
PNDD021	214	218	4	0.64	2.56	0.0	0.00	0.19	0		PNRC096	14	48	34	1.26	42.84	4.6	0.00	0.2	0
PNDD022	37	88	51	1.18	60.18	2.4	0.00	0.38	0		MRDD003	5	17	12	0.49	5.88	0.00	0.00	0.07	0
PNDD023	186	194	8	0.50	4.00	0.0	0.00	0.12	0.69		MRDD003	43	66	23	0.88	20.24	3.3	0.00	0.09	0
PNDD023	213	218	5	0.79	3.95	3.0	0.14	0.09	0.21		MRDD003	76	83	7	1.19	8.33	8.6	0.00	0.14	0
PNDD023	248	278	30	0.93	27.90	11.6	0.35	0.3	0.27		MRDD003	87	98	11	0.81	8.91	12.1	0.06	0.07	0
PNDD023	289	309	20	0.41	8.20	10.8	0.23	0.31	0.48		MRDD003	103	107	4	0.82	3.28	0.00	0.05	0.09	0
PNDD024	286	289	3	0.58	1.74	25.9	0.08	3.11	2.69		MRDD003	113	120	7	0.97	6.79	0.00	0.03	0.1	0
PNDD025	7	10	3	0.64	1.92	0.0	0.06	0.08	0.05		MRDD003	174	182	8	0.67	5.36	0.00	0.00	0.05	0
PNDD025	144	195	51	1.50	76.50	11.5	0.04	0.06	0		MRDD003	203	214	11	1.09	11.99	0.00	0.00	0.09	0
PNDD025	229	239	10	0.63	6.30	3.1	0.06	0.03	0		MRDD003	234	251	17	1.21	20.57	3.3	0.22	0.17	0
PNDD025	243	276	33	0.84	27.72	12.2	0.34	0.07	0		MRDD003	307	310	3	0.52	1.56	18.3	0.73	0.07	0
PNDD025	430	441	11	0.74	8.14	4.8	0.24	0.11	0.04
PNDD025	468	473	5	0.50	2.50	5.8	0.23	0.09	0
PNDD026	39	42	3	1.56	4.68	37.7	0.11	3.15	0
PNDD026	58	67	9	0.54	4.86	18.9	0.05	1.42	0
PNDD026	303	308	5	2.87	14.35	5.2	0.06	0	0
PNDD026	321	325	4	1.10	4.40	7.2	0.07	0	0
PNDD026	401	405	4	1.21	4.84	3.8	0.26	0	0

Table 3 (above): Significant Drilling Results, QTR4 2013, 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 30 gram-metres. RC samples were collected using a face sampling hammer with a 5.5 inch hammer and split with either a riffle or cone splitter to approx. 3kg. Core samples are orientated standard HQ size core split in two using a core saw. Half the core was sampled and the half retained for reference purposes. All core was logged and photographed prior to sampling. All RC chips were logged prior to sampling and a portion was retained in RC chip trays for reference. Samples were sent to either SGS Laboratories in Ankara, Turkey or SGS Bor, Serbia. Samples were assayed for gold by 30g Fire Assay and other elements by ICP. Standards, Blanks and Duplicates were also submitted for Laboratory Quality Assurance / Quality Control (QAQC).

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

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Hole	From	To	Int	Cu%	Cu %Xm	Aug/t	Ag g/t	Pb%	Zn%
PNDD007	277	293	16	0.63	10.08	0.16	49.1	0.67	0.14
PNDD008	65	90	25	0.60	15.00	0.09	0.0	0.08	0.08
PNDD012	44	47	3	0.53	1.59	0.05	0.0	0.06	0.03
PNDD016	300	304	4	0.85	3.40	0.40	10.3	0.00	0.04
PNDD016	327	335	8	0.63	5.04	0.22	4.1	0.04	0.00
PNDD017	86	89	3	2.80	8.40	0.35	79.9	0.07	0.28
PNDD017	149	175	26	0.37	9.62	0.66	12.7	0.08	0.02
PNDD023	48	59	11	1.18	12.98	1.28	19.5	0.17	0.16
PNDD023	317	352	35	0.75	26.25	0.53	10.9	0.12	0.34
PNDD025	209	216	7	0.50	3.50	0.02	0.0	0.04	0
PNDD031	127	149	22	0.39	8.58	2.23	30.6	0.07	0.04
PNDD032	71	84	13	0.41	5.33	0.13	0.0	0.11	0.05
PNDD033	26	38	12	0.41	4.92	0.04	8.6	0.26	0.17
PNRC050	177	180	3	0.51	1.53	0.09	9.3	0.14	0
PNRC051A	57	65	8	0.37	2.96	0.03	3.1	0	0
PNRC056	21	28	7	0.39	2.73	0.17	0.0	0.04	0.04
PNRC056	37	51	14	0.53	7.42	0.14	0.0	0.16	0.1
PNRC056	58	64	6	0.40	2.40	0.15	0.0	0.28	0.25
PNRC062	92	96	4	0.56	2.24	0.15	44.0	0.09	0.04
PNRC077A	45	49	4	0.96	3.84	0.21	4.8	0.53	0.32
PNRC095	44	59	15	0.55	8.25	0.18	3.2	0.2	0.13
PNRC095	63	86	23	0.39	8.97	0.39	0.0	0.18	0.25
PNRC095	93	97	4	0.72	2.88	0.26	3.3	0.25	0.51

Table 4 (above): Significant Drilling Results, QTR4 2013, Plavica Gold-Copper-Silver Project. Compositing done with a 0.4 %Cu cut-off, minimum 3m interval, maximum 3m internal waste.

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Figure 4 Location of Australian Projects.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

Page 8

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 4) 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.

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 4).

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 in anticipation of a drilling program in early 2014.

The title area remains unchanged at 118 blocks

No work was carried out.

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 4).

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.

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 4).

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

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

Page 9

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 4).

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.

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 (4). 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 4). 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.

No work was carried out.

Genesis Resources Limited | Quarterly Activities Report | October 2013 – December 2013

Page 10

TENEMENTS AS AT 31 DECEMBER 2013

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 | October 2013 – December 2013

Page 11

CORPORATE UPDATES

Events during the quarter

Director resignations during the quarter: Mr John Karajas, who did not seek re-election as Director at Genesis’ 2013 Annual General Meeting, ceased to be a Director upon conclusion of the AGM on 25 November 2013. On 27 November 2013, Mr Peter Kong retired as Managing Director of the Company.

Events subsequent

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 will make an off-market takeover bid for all the shares in Genesis. The scrip offer implies a price of 16.9 Australian cents per Genesis share, and represents an 87.78% premium for Genesis shareholders. Blumont will make its off-market offer as soon as possible and in any event within 2 months from 24 January. It will offer 5.3 Blumont shares for every 2 Genesis shares currently on issue.

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. A notice of meeting dated 28 January 2014 and accompanying explanatory memorandum has accordingly been dispatched to shareholders; the extraordinary general meeting will be held on 28 February 2014.

Securities on issue as at 31 December 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 31 December 2013

Mr Eddie Pang	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 | October 2013 – December 2013

Page 12

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-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. The project comprises 7 tenements for a total of 186.6 square kilometres.

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 | October 2013 – December 2013

Page 13

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 December 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 (6 months) $A’000
	(2,351) - - (295) - 13 - - -	(3,839) - - (687) - 20 - (48) -
	(2,633)	(4,554)
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)	- - (27) - - - - - -	- - (29) - - - - - -
	(27)	(29)
	(2,660)	(4,583)

• 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)	(2,660)	(4,583)
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	- - 2,000 - - -	1,260 - 3,000 - - -
	2,000	4,260
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	(660) 1,489 (91)	(323) 1,138 (77)
	738	738

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.

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	3,000
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
	1,975
	-
	-
	320
Total	2,295

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)	738	1,489
	-	-
	-	-
	78	78
Total: cash at end of quarter(item 1.22)	816	1,567

• 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
7.5 +Convertible debt securities (description)	Nil	Nil

• See chapter 19 for defined terms.

Appendix 5B Page 4

01/05/2013

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.

Eddie Pang Executive Chairman 31 January 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