GENESIS RESOURCES LIMITED - M&A Activity 2015

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SUPPLEMENTARY TARGET'S STATEMENT

in response to the off-market takeover bid made by Blumont Group Ltd to acquire all your Genesis Shares

CHANGE OF RECOMMENDATION Your Directors recommend that you do not accept the Offer

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to its contents, you should promptly consult your legal, financial or other professional adviser immediately

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Lawyers and advisers to Genesis Resources Limited

IMPORTANT INFORMATION

Supplementary Target’s Statement

This Supplementary Target’s Statement is dated 3 March 2015 and given by Genesis Resources Limited ACN 114 787 469 ( Genesis ) under the provisions of Part 6.5 Division 3 of the Corporations Act in response to the offers made by the Blumont Group Limited ( Blumont ) under its off-market takeover bid contained in its Bidder's Statement dated 21 March 2014 and varied or supplemented by 12 supplementary bidder’s statements. It is supplementary to the Target’s Statement dated 23 April 2014 and is to be read together with that Target’s Statement.

ASIC and ASX disclaimer

A copy of this Supplementary Target’s Statement was lodged with ASIC and given to ASX on 3 March 2015.

None of ASIC, ASX or any of their respective officers takes any responsibility for the contents of this Supplementary Target’s Statement.

Investment decision

The information contained in this Supplementary Target's Statement does not constitute financial product advice. This Supplementary Target’s Statement does not take into account the individual investment objectives, financial situation or any particular needs of any Genesis Shareholder or any other person. Genesis encourages you to seek independent legal, financial and taxation advice before deciding whether or not to reject or accept the Offer.

Forward looking statements

Some of the statements appearing in this Supplementary Target’s Statement are in the nature of forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events.

You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to matters to which the statements relate. Forward looking statements and statements in the nature of forward looking statements are only predictions and are subject to inherent risks and uncertainties before actual outcomes are achieved. Those risks and uncertainties are not all within the control of Genesis and cannot be predicted with assured accuracy by Genesis and could cause actual values or results, performance or achievements to differ materially from implied values or anticipated results, performance or achievements expressed or implied in those forward looking statements. These risks, variables and factors include matters specific to the industry in which Genesis operates, as well as general economic and financial market conditions, forces of nature and legislative, fiscal or regulatory developments.

Although Genesis believes that the expectations reflected in any forward looking statements included in this Supplementary Target’s Statement are reasonable, no assurance can be given that such expectations will prove to be correct.

None of Genesis, any of its officers, or any person named in this Supplementary Target’s Statement with their consent or anyone involved in the preparation of this Supplementary Target’s Statement makes any representation or warranty (expressed or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any outcomes expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement, except as required by law.

All Genesis Shareholders are cautioned not to place undue reliance on any forward looking statement or any statement in the nature of a forward looking statement having regard to the fact that the outcome may not be achieved. The forward looking statements and statements in the nature of forward looking statements in this Supplementary Target’s Statement reflect views held only as at the date of this Supplementary Target’s Statement.

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Notice to non-Australian Genesis Shareholders

The distribution of this Supplementary Target’s Statement may, in some countries, be restricted by law or regulation of those countries. Accordingly, persons who come into possession of this Supplementary Target’s Statement should inform themselves of, and observe, those restrictions.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Supplementary Target’s Statement, you should immediately consult with your broker or your legal, financial or other professional adviser.

Should you have any questions about this Supplementary Target's Statement, please call Ms Sophie Karzis on telephone +61 3 9286 7500 between 9am and 5pm AEST Monday to Friday.

Defined terms

Defined terms used in this Supplementary Target’s Statement are capitalised. Definitions of these terms are set out in the Glossary in section 8 of the original Target’s Statement.

Rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Supplementary Target's Statement may be subject to the effect of rounding. Accordingly, the actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value or fractions may differ from the figures set out in this Supplementary Target's Statement.

Disclaimers as to information in respect of Blumont

The information in respect of Blumont in this Supplementary Target's Statement has been prepared by Genesis using publicly available information (including that contained in the Bidder's Statement). The information in this Supplementary Target's Statement concerning Blumont has not been independently verified by Genesis. Accordingly, subject to the Corporations Act, none of Genesis, Genesis's officers and employees, any person named in this Supplementary Target's Statement with their consent nor any person involved in the preparation of this Supplementary Target's Statement makes any representation or warranty, express or implied, as to the accuracy or completeness of such information and none of them takes any responsibility for that information.

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IMPORTANT INFORMATION ................................................................................................................ 2	IMPORTANT INFORMATION ................................................................................................................ 2
KEY	DATES ............................................................................................................................................ 5
GENESIS CORPORATE DIRECTORY .................................................................................................. 5
CHAIRMAN'S LETTER .......................................................................................................................... 6
1.	Directors' recommendation and reasons .............................................................................. 7
2.	Updated Frequently Asked Questions ................................................................................... 8
3.	Information on Genesis ......................................................................................................... 10
4.	Information about Blumont ................................................................................................... 12
5.	Additional Information ........................................................................................................... 13

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KEY DATES

Announcement of Offer	24 January 2014
Date of Bidder’s Statement*	21 March 2014
Date of Target’s Statement	23 April 2014
Date of Supplementary Target’s Statement	3 March 2015
Close of Offer Period (unless withdrawn or extended)	23 March 2015

*Blumont has also lodged 12 Supplementary Bidder’s Statements, the 12[th] on 25 February 2015

GENESIS CORPORATE DIRECTORY

Directors

Mr Eddie Lung Yiu Pang (Executive Chairman) Mr Alex Hooi-Kiang Lim (Non-Executive Director) Mr Deric Wee (Non-Executive Director)

Principal Place of Business

Level 1 61 Spring Street Melbourne VIC 3000 Telephone: +61 3 9286 7500 Facsimile: +61 3 9662 1472

Company Secretary Ms Sophie Karzis

Website

www.genesisresourcesltd.com.au

Legal adviser HWL Ebsworth Lawyers Level 26 530 Collins Street Melbourne VIC 3000

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CHAIRMAN'S LETTER

3 March 2015

Dear Genesis Shareholder,

Blumont is offering 9.5 Blumont Shares for every 2 Genesis Shares currently on issue and for any that are issued upon exercise of an option during the bid period.

The Offer implies a price of approximately 6.68 Australian cents per Genesis Share (based on Blumont's current share price and the current exchange rate) ( Implied Offer Price ). Blumont’s share price has declined substantially since the takeover bid was announced in January 2014, and Genesis Directors do not see a strong prospect of a material increase in the foreseeable future.

Your Directors unanimously recommend that you do not accept the Offer.

The Directors believe that the Offer undervalues your Genesis Shares.

The Directors do not intend to accept the Offer in respect of the Genesis Shares that they own.

You are encouraged to read the Bidder's Statement and its 12 supplementary statements, the Target's Statement and this Supplementary Target's Statement in full and to consider the Offer having regard to your personal circumstances.

We also encourage you to seek your own independent financial, legal and taxation advice prior to deciding whether to reject or accept the Offer.

We will continue to keep you informed of all material developments relating to the Offer. You should carefully monitor the ASX platform for any further announcements from the Directors.

Yours sincerely,

Eddie Pang Executive Chairman

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1. Directors' recommendation and reasons

Your Directors unanimously recommend that you do not accept the Offer for your Genesis Shares.

Reasons provided by the Directors

The Directors believe that the sustained fall in the Blumont share price means that the Offer undervalues Genesis Shares[1] .

Changed market circumstances and the experience of the last 12 months, together with the current Blumont share price, have lead the Directors to change their attitude to the possible takeover.

The Directors are no longer confident that Genesis would be better placed with Blumont as its parent company, that Blumont has a better prospect of raising working capital than Genesis or that the takeover would materially increase the prospect of Genesis' mineral assets being more fully developed and exploited.

The risks faced by Genesis are not materially reduced by the possible takeover, and shareholders would be exposed to other risks if they became and remained Blumont shareholders. The Directors are more confident now, compared with 12 months ago, about the prospects for raising funds for the Plavica Project, and are satisfied with the progress of the project.

The Target's Statement set out a number of reasons for acceptance and a number of disadvantages of the Offer. The Directors' judgment is that the balance between those factors has changed.

In considering whether to accept or reject the Offer, the Directors encourage you to:

read the whole of the Target’s Statement, this Supplementary Target’s Statement and the Bidder’s Statement and its 12 supplementary bidder’s statements;
have regard to your individual risk-reward profile, portfolio strategy, tax position and financial circumstances; and
obtain financial advice from your own broker or financial adviser regarding the Offer and obtain taxation advice on the effects of accepting the Offer.

1 In February 2015 Genesis was able to successfully place new shares representing approximately 25% of its enlarged capital at an issue price of $0.06 while the ASX market price was $0.06. The Directors expect the value of Genesis Shares to increase with continued progress in development of the Plavica Project. At around $0.0668 in value per Genesis Share, the Offer does not contain a sufficient premium for control.

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2. Updated Frequently Asked Questions

This section answers some potentially "frequently asked questions" about the Offer. It is not intended to address all issues relevant to Genesis Shareholders. This section should be read together with all other parts of the Target’s Statement and this Supplementary Target’s Statement.

Question	Answer
What is the Offer?	Blumont is making an offer under its off-market takeover bid to
	acquire all of your Genesis Shares on the terms and conditions
	set out in Section 11 of the Bidder’s Statement. Blumont is
	offering 9.5 Blumont Shares for every 2 Genesis Shares that
	you held as at the Record Date (Offer Price).
What choices do I have	As a Genesis Shareholder, you can:
as a Genesis Shareholder?	(a) accept the Offer for all of the Genesis Shares you hold;
	(b) sell your Genesis Shares (unless you have previously
	accepted the Offer for those Genesis Shares); or
	(c) reject the Offer by doing nothing.
	If you have already accepted the Offer you can change your
	mind and withdraw until around 12 March 2015, see below.
What do the Directors	Your Directors recommend that you do not accept the Offer.
recommend?	The reasons for your Directors' recommendation are set out in
	section 1.
What do the Directors	Your Directors do not intend to accept the Offer in respect of all
intend to do with their	the Genesis Shares they own.
Genesis Shares?
Why have the Directors	The Directors believe that the sustained fall in the Blumont
changed their	share price means that the Offer undervalues Genesis Shares.
recommendation?	See section 1.
If I have already accepted	Yes, within one month beginning on the day after the day that
the Offer can I withdraw	you received Blumont's notice to extend the Offer Period (which
my acceptance?	was dated 10 February 2015). For most shareholders the
	deadline for withdrawal is therefore likely to be 12 March 2015. See Blumont's 11thSupplementary Bidder's Statement or call
	Genesis for assistance.
How do I reject the Offer?	To reject the Offer you should do nothing.
	If you decide to do nothing, you should be aware of the rights of
	Blumont to compulsorily acquire your Genesis Shares in certain
	circumstances. See section 6.5 of the Target’s Statement for
	more information on compulsory acquisition.
How do I accept the	Details are set out in section 3 of the Bidder's Statement.
Offer?
When do I have to decide	If you wish to accept the Offer, you need to do so before the
what to do?	Closing Date, which is currently taken to be 7:00pm AEST on
	23 March 2014, unless extended.

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Question	Answer
Can Blumont extend the	Yes. Subject to the requirements of the Corporations Act, the
Offer Period?	Offer Period can be extended at Blumont’s election at any time
	before the end of the Offer Period. ASIC and all Genesis
	Shareholders will be sent written notice of any extension and
	any extension will also be announced to ASX.
Can Blumont increase the	Yes.
Offer Price?
What happens if Blumont	If Blumont does increase the Offer Price, all Genesis
increases the Offer	Shareholders who accept the Offer (whether before or after the
Price?	increase in Offer Price is announced) will be entitled to receive
	the increased Offer Price.
Can Blumont withdraw	Blumont may not withdraw the Offer without the written consent
the Offer?	of ASIC.
What if I require further	Call Ms Sophie Karzis on +61 3 9286 7500 between 9am and
information?	5pm AEST Monday to Friday.

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3. Information on Genesis

3.1 Overview

Since the date of the Target’s Statement Genesis has complied with its ASX continuous disclosure obligations and has made various announcements to the market about its updated financial circumstances and the progress with its Plavica Project. An overview of the updated information follows.

Copies of the various reports and ASX announcements of Genesis can be found on Genesis' website at www.genesisresourcesltd.com.au. If you would like to receive a copy of any of these documents, please contact Genesis on +61 3 9286 7500 between 9.00am to 5.00pm (AEST) Monday to Friday.

3.2 Capital structure of Genesis

As at the date of this Supplementary Target’s Statement, Genesis’s capital structure comprises 254,553,412 Genesis Shares. The unlisted options that were on issue at the date of the Target's Statement have all lapsed. There are no options or other securities on issue.

3.3 Financial information

A summary of the latest audited consolidated financial statements of Genesis for its financial year ended 30 June 2014 is as follows:

	FY2014 (A$)

Consolidated Statement of Comprehensive Income
Results from operating activities Net finance income loss before tax income tax expense Loss for the year Other comprehensive loss, net of tax Total comprehensive loss	(2,627,845) 10,575 (2,617,270) - (2,617,270) (280,726)
	(2,897,996)
Consolidated Statement of Financial Position
Total current assets Total non-current assets Total assets Total current liabilities Total liabilities	597,924 13,565,602
	14,163,526 6,931,652
	9,931,652
Net Assets	7,231,874

In FY 2015 the Company has successfully raised equity capital (approximately $4.78 million) on a three occasions through the placements of shares to sophisticated investors. Details of these capital raisings are as follows:

On 19 September 2014 Genesis raised $1,243,219 pursuant to a placement of 24,864,384 ordinary shares at an issue price of $0.05 per share.
On 17 February 2015 Genesis raised $1,537,850 pursuant to an issue of 25,630,833 ordinary shares to a contractor in lieu of payment of fees for drilling services of that amount, a deemed issue price of $0.06 per share.
On 17 February 2015 Genesis raised $2,000,000 pursuant to an issue of 38,295,631 ordinary shares to retire that amount of debt and accrued interest on it, at a deemed issue price of $0.06 per share.

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The proceeds of the fund raisings have been applied to provide general working capital for the Company as well as to enable the Company to focus on its Plavica Project.

The Company will have an ongoing need for further capital raising to meet the needs of its Plavica Project and corporate expenses.

3.4 Genesis Directors

The board retains 3 of the 5 Directors as set out in the Target’s Statement including the Chairman. Mr Patrick Volpe stepped down as a Director 17 June 2014 and Mr John Zee stepped down as a Director on 31 October 2014.

3.5 Key management personnel

There have been no changes to key management personnel (excluding Genesis Directors) since the date of the Target's Statement.

3.6 Update on Plavica Project

Genesis and its Macedonia-based joint venture partner RIK Sileks AD Kratovo ( Sileks ) jointly incorporated a company in Macedonia in 2014, Silgen Resources International Ltd, Kratovo ( Silgen ), which is 62% owned by Genesis and 38% owned by Sileks’ nominee. Silgen now has ownership of all assets the joint venture held in respect of the Plavica tenement (including the concession licence, all exploration results, associated data and the Macedonian Governmentmandated final feasibility study reports ( FFS )). The FFS was submitted to the Ministry of Economy together with an application for an Exploitation (Mining) Licence in late 2014. Siligen is waiting on a formal grant of the licence, and fieldwork is continuing.

Genesis is satisfied with the progress of the Plavica Project.

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4. Information about Blumont

4.1 Overview of Blumont

Blumont is a Singapore investment Company. See section 5 of the Bidder’s Statement and the 12 supplementary bidder’s statements for more information about Blumont.

4.2 Blumont share price

Blumont’s share price on the SGX has been trending downward since June 2014. It has been trading below 2.72 cents since early November 2014.

4.3 Dealings with Genesis

In December 2014 Blumont entered into a placement agreement under which it would subscribe for new shares in Genesis to assist Genesis meet its need for additional capital. The agreement was conditional on SGX approval. Such approval was not forthcoming and the agreement lapsed in early 2015.

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5. Additional Information

5.1 Takeover Bid Implementation Deed

On 2 March 2015 Genesis terminated the Takeover Bid Implementation Deed ( Deed ) with Blumont in respect of Blumont's Offer.

Genesis terminated the Deed because of the fall of the 5 day volume weighted average price of Blumont shares to below S$0.0272.

5.2 Substantial shareholders

Based on the substantial holding notices provided to Genesis as at the date immediately before the date of this Supplementary Target’s Statement, the substantial holders of Genesis Shares, the number of Genesis Shares in which they have a relevant interest and their voting power in Genesis are set out below:

Substantial holder	Number of Genesis Shares	Units %

Lim Yau Young	38,295,631	15.04%
Spektra Jeotek Sanayi Ve Ticaret A S	25,630,833	10.01%
Kar Gee Ong	24,864,384	9.77%
S Active Holdings Sdn Bhd	22,117,930	8.69%
Chin Niap Mah	16,764,706	6.59%
Blumont Group Ltd	15,266,098	6.00%
Edwin Sugiarto	15,000,000	5.89%
China Century Overseas Ltd	13,998,290	5.50%

5.3 Genesis Directors’ interests

As at the date of this Supplementary Target’s Statement, the number of Genesis Shares in which each of the current Genesis Directors has a relevant interest is unchanged as follows:

Directors	Fully Paid Ordinary Shares

E. Pang	3,210,000
A. Lim	1,100,000
D. Wee	1,860,000

5.4 Consent and disclaimer

HWL Ebsworth has given its consent to being named in this Supplementary Target’s Statement as legal adviser to Genesis and has not withdrawn that consent before the lodging of this Supplementary Target’s Statement with ASIC.

HWL Ebsworth:

(a) does not make, or purport to make, any statement in this Supplementary Target's Statement or any statement on which a statement in this Supplementary Target's Statement is based other than as specified in this section; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Supplementary Target's Statement, other than a reference to its name and a statement included in the Supplementary Target’s Statement with the consent of that party as specified in this section; and
(c) has not caused or authorised the issue of this Supplementary Target's Statement.

5.5 Date of Supplementary Target's Statement

This Supplementary Target’s Statement is dated 3 March 2015, which is the date on which it was lodged with ASIC.

5.6 Approval

This Supplementary Target's Statement has been approved by a resolution of the Genesis Board.

Signed for and on behalf of Genesis Resources Limited: