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GENESIS RESOURCES LIMITED M&A Activity 2012

May 15, 2012

64980_rns_2012-05-15_3525056c-a475-4b00-b061-341254e38185.pdf

M&A Activity

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----- Start of picture text ----- Clancy Exploration Limited Phone: (02) 6361 12853 Corporation Place Fax: (02) 6361 1202Orange NSW 2800 www.clancyexploration.comAustralia [email protected]----- End of picture text -----

ASX / MEDIA ANNOUNCEMENT 16 May 2012

INCREASE IN OFFER FOR GENESIS RESOURCES AND LODGEMENT OF BIDDER’S STATEMENT

Clancy Exploration Limited (ASX: CLY) today announces that it will increase the price of its offer for Genesis Resources (ASX: GES) to 3 CLY shares for every 1 GES share. The offer represents an implied offer price of 10.2 cents (based on 3.4 cents, being the last price at which CLY Shares traded on ASX on 15 May 2012.

The increase in the proposed offer follows CLY’s announcement on 2 April 2012 of its intention to make an off-market takeover offer to acquire all of the ordinary shares in GES that it does not already hold. CLY’s intention was to offer consideration of 8 cents per GES Share in the form of CLY Shares.

Why GES Shareholders should accept the Offer

As at the date of this announcement the CLY offer represents an implied offer price of 10.2 cents (based on 3.4 cents being the last price at which CLY Shares traded on ASX on 15 May 2012.

The implied offer price of 10.2 cents represents:

  • a 50.0% premium to 6.8 cents, being the closing share price of GES Shares on ASX on 30 March 2012 (the last trading day prior to the Announcement Date);

  • a 96.2% premium to 5.2 cents, being the volume weighted average price at which GES Shares traded on the ASX over the 90 days up to the Announcement Date (being the period 26 September 2011 to 30 March 2012); and

  • a 126.7% premium to the issue price of 4.5 cents under the recent GES Rights Issue.

The closing price of Genesis Shares on 15 May 2012 was 8 cents.

Why CLY is making the Offer to GES Shareholders

  • CLY believes that the Plavica Project will benefit greatly from CLY’s technical expertise, management capability and access to adequate finance. Our assessment is that the GES management and board has yet to demonstrate the capacity to materially advance the project, and therefore to extract value for GES Shareholders by reducing the risk and uncertainty in the project.

  • If CLY acquires GES, it will have a diverse and attractive portfolio of Australian exploration projects. Our view is that CLY has the management and technical expertise to rationalise the portfolio and to progress those projects with the highest potential, thereby extracting maximum value.

  • CLY has a strong strategic view that listed junior exploration companies must aspire to the scale necessary to enable the adequate funding of an aggressive exploration program and the pursuit of quality, preferably more advanced, projects.

Full details of CLY’s Offer will be set out in its bidder’s statement.

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ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

Next steps

CLY’s Bidder’s Statement is expected to be lodged with the Australian Securities and Investment Commission, served on GES and released to the market via ASX later today.

CLY will update the market and its shareholders of any material developments that occur in relation to the Offer.

Advisors

Watson Mangioni is acting as legal advisors to CLY. Patersons Securities Limited is acting as corporate advisor to CLY.

--ENDS--

Please direct enquiries to:

Gordon Barnes Managing Director Phone: +61 2 6361 1285 Email: [email protected] Web: www.clancyexploration.com

About Clancy Exploration

Clancy Exploration (ASX: CLY) is an Australian-focused copper, gold, base metals and tin explorer. The Company’s portfolio consists of copper-gold projects in the Lachlan Fold Belt of NSW, base metal and tin projects in the Mount Read Volcanic Belt of Tasmania, Nadbuck near Broken Hill in NSW and Yalgoo, adjacent to the Golden Grove mine in Western Australia.

In NSW, Clancy has 12 wholly owned and managed projects and 7 joint venture projects which are managed by Gold Fields Australasia Pty Ltd. In Tasmania, Clancy has 2 base metal joint venture projects with Bass Metals and 2 tin joint venture projects with TNT Mines Pty Ltd (a wholly owned subsidiary of Minemakers Ltd). The Tasmanian projects are managed by Clancy's joint venture partners. This mix of Clancy and joint venture project funding allows a high level of exploration activity to be maintained, whilst prudently managing Clancy’s financial resources. Details of Clancy’s projects can be found at the Company's website: www.clancyexploration.com

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