GENESIS RESOURCES LIMITED — M&A Activity 2012

Apr 1, 2012

ASX / MEDIA ANNOUNCEMENT 2 April 2012

==> picture [562 x 60] intentionally omitted <==

----- Start of picture text -----

Clancy Exploration Limited Phone: (02) 6361 1285
3 Corporation Place Fax: (02) 6361 1202
Orange NSW 2800 www.clancyexploration.com
Australia info@clancyexploration.com
----- End of picture text -----

OFF-MARKET TAKEOVER OFFER FOR GENESIS RESOURCES LIMITED

Clancy Exploration Limited (ASX: CLY) today announces that it intends to make an off-market takeover offer ( Offer ) to acquire all of the ordinary shares in Genesis Resources Limited ( ASX : GES ) that it does not already hold.

CLY will offer consideration of 8.0 cents per GES ordinary share in the form of CLY shares.

The CLY shares will have an issue price equal to the volume weighted average price at which CLY shares trade on ASX over the 2 trading days prior to the date 5 trading days before despatch of the bidder’s statement and Offer to GES shareholders. If the ratio had been set by reference to the closing price of CLY on 30 March 2012, GES shareholders would receive 2 CLY shares for every 1 GES share held.

The Offer does not extend to GES options but does extend to any GES shares issued upon exercise of a GES option before or during the Offer period.

CLY will apply to ASX for official quotation of the Clancy shares it issues under the Offer.

For GES shareholders who participate in the 1 for 2 non-renounceable rights issue announced by GES on 27 March 2012 ( Rights Issue ), this represents an effective price of approximately 9.75 cents per GES share held on the record date for the rights issue.[1]

The Offer will be subject to a number of conditions, including a minimum acceptance condition of 90%. These conditions are set out in the Attachment.

Why GES Shareholders should accept the Offer

The Offer provides GES shareholders with an opportunity to realise their investment in GES at a price that represents:

• a 17.65% premium to the closing share price of GES shares on ASX on 30 March 2012; and

• a 53.85% premium to the volume weighted average price at which GES shares traded on the ASX over the last 20 days on which GES shares traded[2] ; and

• a 77.78% premium to the proposed issue price of 4.5 cents under the non-renounceable pro rata rights offer announced by GES on 27 March 2012,

• in each case based on the 8.0 cent bid.

The bid also allows GES shareholders to continue to enjoy the benefits of exploration upside from the GES projects by receiving shares in CLY. Based on the CLY closing share price on 30 March 2012 assuming successful completion of the offer and GES completing its rights issue, GES shareholders would hold 49.2% of the issued capital of CLY.

1 being 8 cents for each GES share held on the record date and each additional GES rights issue share issued less 4.5 cents payable for each additional GES rights issue share subscribed by the shareholder. 2 being the period 26 September 2011 to 30 March 2012

==> picture [561 x 21] intentionally omitted <==

----- Start of picture text -----

1
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

CLY believes that it has the technical expertise and access to financial resources required in order to rapidly advance the Plavica project.

Why CLY is making the Offer to GES Shareholders

CLY believes that the Offer provides it with the opportunity to build a sizeable exploration business, with a diversified portfolio of exploration tenements in Australia and Europe. The GES exploration licences in Queensland and the Northern Territory and its joint venture agreement giving it the right to earn the majority position in the Plavica gold and copper project in Macedonia, complement CLY’s substantial ground position in the prospective Lachlan Fold Belt in New South Wales.

Other aspects of the Offer

The Offer is only being made to Genesis shareholders who are Australian residents. Ineligible foreign GES shareholders who accept the Offer, and GES shareholders who, if they accept the Offer, would be entitled to an unmarketable parcel of CLY shares (together Ineligible Shareholders), will not receive shares in CLY. The CLY shares held by the Ineligible Shareholders will be sold by an ASIC approved nominee and those shareholders will receive the sale proceeds less expenses.

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

Next steps

CLY is presently preparing a bidder's statement which must be lodged with ASIC and ASX and served on GES by no later than 21 May 2012 . The Offer is expected to be open for one month, but may be extended by CLY in accordance with the Corporations Act 2001.

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 advisor to CLY.

--ENDS--

Please direct enquiries to:

Gordon Barnes Managing Director Phone: +61 2 6361 1285 Email: info@clancyexploration.com Web: www.clancyexploration.com

Shane Murphy FD Phone: +61 8 9386 1233 Mobile: +61 (0)420 945 291

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

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

2
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

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

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

3
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

Conditions to the Offer

The Offer is subject to the following conditions:

• (a) the number of GES Shares in which CLY and its Associates have a Relevant Interest at the expiry of the Offer Period is not less than 90% of the GES Shares then on issue and CLY satisfies any other requirements to effect compulsory acquisition of all outstanding GES Shares;

• (b) except for any proposed transaction publicly announced by GES before the date of this announcement (Announcement Date) none of the following events occurs during the period from the Announcement Date to the end of the Offer Period:

• (i) GES or any controlled entity of GES acquires, offers to acquire or agrees to acquire one or more companies, businesses or assets (or any interest in one or more companies, businesses or assets) for an amount in aggregate greater than $250,000 or makes an announcement in relation to such an acquisition, offer or agreement; or

• (ii) GES or a controlled entity of GES enters into, offers to enter into or agrees to enter into any agreement, joint venture, partnership or commitment which would require expenditure, or the foregoing of revenue by GES and/or its controlled entities of an amount which is, in aggregate, more than $250,000 other than in the ordinary course of business or makes an announcement in relation to such an entry, offer or agreement;

• (iii) GES or a controlled entity of GES amends the terms of, waives any material rights under, terminates or agrees to terminate any agreement, joint venture, partnership or commitment regarding the Plavica joint venture;

• (c) no person having, or being entitled to have, as a result of any change in control in respect of GES or any of its controlled entities, any right to:

• (i) terminate or alter any contractual relations between any person and GES or any of its controlled entities;

• (ii) require the sale of any interest in the Plavica joint venture or otherwise restrict the ability of GES to earn-in with respect to the Plavica joint venture,

exercises that right during the period commencing on the Announcement Date and ending on the expiry of the Offer Period or notifies GES during that period that it has or intends to exercise that right;

• (d) during the period commencing on the Announcement Date and ending on the expiry of the Offer Period, no change occurs or is announced that would reasonably be expected to adversely affect the capital structure, business, financial or trading position, future profitability, condition of assets or liabilities of GES or a controlled entity of GES in a manner which would be material in the context of GES’s operations as a whole;

• (e) during the period commencing on the Announcement Date and ending on the expiry of the Offer Period, no litigation or arbitration proceedings have been or are instituted or threatened against GES or a controlled entity of GES which are material in the context of GES’s operations as a whole;

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

4
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

• (f) during the period commencing on the Announcement Date and ending on the expiry of the Offer Period, no Governmental Agency or any other person takes any action to:

• (i) prohibit, prevent or inhibit the acquisition of, or trading in, GES Shares;

• (ii) impose conditions on the Offer which impose unduly onerous obligations upon CLY or would materially affect the business or capital structure of GES;

• (iii) require the divestiture by CLY of Securities or assets of any GES Group Entity,

other than an application to or a decision or order of ASIC or the Takeovers Panel for the purpose of or in the exercise of the powers and discretions conferred on it by the Corporations Act;

• (g) none of the following happens during the period commencing on the Announcement Date and ending on the expiry of the Offer Period (each being a separate condition):

• (i) the shares of GES or any of the controlled entities of GES are converted into a larger or smaller number of shares;

• (ii) GES or a controlled entity of GES resolves to reduce its share capital in any way;

• (iii) GES or a controlled entity of GES:

  • (A) enters into a buy-back agreement; or

  • (B) resolves to approve the terms of a buy-back agreement under sections 257C or 257D of the Corporations Act;

• (iv) GES or a controlled entity of GES makes an issue of or grants an option to subscribe for any of its Securities or agrees to make such an issue or grant such an option in each case other than pursuant to the Rights Issue;

• (v) GES or a controlled entity of GES issues or agrees to issue convertible notes;

• (vi) GES or a controlled entity of GES disposes or agrees to dispose of the whole or a substantial part of its business or property;

• (vii) GES or a controlled entity of GES grants or agrees to grant an Encumbrance over the whole or a substantial part of its business or property; or

• (viii) an Insolvency Event occurs with respect to GES or a controlled entity of GES;

• (h) at all times during the period from the Announcement Date to the end of the Offer Period, GES promptly (and in any event within 2 Business Days) provides to CLY a copy of all information that is not generally available (within the meaning of the Corporations Act) relating to GES or any controlled entity of GES or any of their respective businesses or operations that has been provided by GES or any of their respective officers, employees, advisers or agents to any person (other than CLY) for the purposes of soliciting, encouraging or facilitating a proposal or offer by that person, or by any other person, in relation to a transaction under which:

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

5
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

• (i) any person (together with its Associates) may acquire Voting Power of 10% or more in GES or any controlled entity of GES (whether by way of takeover bid, compromise or arrangement under Part 5.1 of the Corporations Act or otherwise);

• (ii) any person may acquire, directly or indirectly (including by way of joint venture, dual listed company structure or otherwise), any interest in all or a substantial part of the business or assets of GES or any controlled entity of GES; or

• (iii) that person may otherwise acquire control or merge or amalgamate with GES or any controlled entity of GES.

Definitions

Associate has the same meaning given to that term in section 9 of the Corporations Act.

Encumbrance means:

• (a) a security interest as defined in the Personal Property Security Act, 2009 (Cth); and

• (b) an interest or power:

• (i) reserved in or over an interest in any asset including, without limitation, any retention of title; or

• (ii) created or otherwise arising in or over any interest in any asset under a bill of sale, mortgage, charge, lien, pledge, trust or power,

• (iii) by way of security for the payment of a debt, any other monetary obligation or the performance of any other obligation and includes, without limitation, any agreement to grant or create any of the above.

Insolvency Event means, in relation to a body corporate:

• (a) an order is made or an application is made for the winding up of that body corporate and that order or application is not withdrawn or set aside within 10 Business Days;

• (b) a liquidator or provisional liquidator of that body corporate is made or appointed or an application is made for the appointment of a liquidator or provisional liquidator and that application is not withdrawn or set aside within 10 Business Days;

• (c) an effective resolution is passed for the winding up of that body corporate or a meeting is convened for the purpose of considering any such resolution;

• (d) that body corporate is placed under any formal or informal kind of insolvency administration or a meeting is convened for the purpose of considering the appointment of an insolvency administrator;

• (e) a receiver, manager, receiver and manager or controller of the main undertaking, property or material assets of that body corporate is appointed or any step is taken for the appointment of such a receiver, manager, receiver and manager or controller or execution or distress or any other process is levied or attempted or imposed against any of the main undertaking, property or material assets of that body corporate;

• (f) that body corporate stops payment or ceases to carry on the whole or any material part of its business or threatens to do so;

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

6
----- End of picture text -----

ASX / Media Announcement

Clancy Exploration Limited (ASX: CLY)

• (g) an order for payment is made or judgement is entered or signed against that body corporate in an amount of not less than $100,000 and is not satisfied, stayed or set aside within 5 Business Days;

• (h) that body corporate becomes insolvent or unable to pay its debts;

• (i) a compromise, composition or arrangement is proposed with or becomes effective in relation to the creditors or any class of creditors of that body corporate or that body corporate proposes a reorganisation, moratorium or other administrative procedure involving its creditors or any class of its creditors; or

• (j) any action is commenced to strike that body corporate’s name off any register of companies.

Relevant Interest has the same meaning given to that term in sections 608 and 609 of the Corporations Act.

Rights Issue means the non-renounceable pro rata 1 for 2 offer of GES shares at an issue price of 4.5 cents per share announced by GES on 27 March 2012.

Security has the meaning as given in Section 92 of the Corporations Act.

==> picture [561 x 20] intentionally omitted <==

----- Start of picture text -----

7
----- End of picture text -----