GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Dec 20, 2012

FACSIMILE

9 Pages (including this page)

21 December 2012

To: Australian Securities Exchange (1300 135 638)

Copy to: Genesis Resources Limited (03 96621472)

Re: Genesis Resources Limited (ASX:GES)

Please find attached two Forms 604, Notice of change of interests of substantial holder, relating to GES for each of:

• Cartier Peaks Investments Ltd $\omega$
• Indigo Pearl Capital Ltd $\Box$

Yours Sincerely,

Sue-Ann Higgins (Phone: +61 3 9671 3199)

			604	page 2/2	15 July 2001
		Form 604 Corporations Act 2001 Section 671B
		Notice of change of interests of substantial holder
To Company Name/Scheme		GENESIS RESOURCES LIMITED
ACN/ARSN	114 787 469
1. Details of aubatantial holder (1)
Name		Cartier Peaks Investments Ltd
ACN/ARSN (if applicable)	BVI 1646854
There was a change in the interests of the
substantial holder on		10/12/2012
The previous notice was given to the company on		20/11/2012
	16/11/2012 The previous notice was dated

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the aubstantial holder or an associate (2) had a mievant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Previous notice	.	Prasent notice ---------------------------------------
Class of securities (4) .	$\overline{\phantom{a}}$ Person's votes	Voting power (5)	Person's votes	Voting power (5)
lOrdinary shares	11,631,551 ---------	l9.70% ____	11,831,551	8.45%
____		.		. .

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme and as follows:

lDate of change	Person whose relevant interest changed	Nat⊔ra of change (6)	lConsideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
	10/12/2012 Indigo Pearl Capital Ltd; Cartler lie Company's 10/12/2012 Peaks Investments Ltd	Dilution of internst Placement		11,831,551	111.831.551

$\mathbb{R}^{n \times n}$

$\label{eq:2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2}$

4. Prosent relevant Interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant Interest	Registered holder of securities	Person entitled to be registered es holder (B)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Ltd	Indigo Pearl CapitalBome No 132 Nominees Indigo Pearl Capital Ltd PIv Ltd <600835>		Beneficial Interest	9,128,000	9.128.000
Cartier Investments Ltd	Peaks Berne No 132 Nominoco Cartier Peaks Fty Ltd <601299>	Investments Ltd	Beneficial Interest	2.703.551	2.703.551

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in retation to voting interests in the company or acheme are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Indigo Pearl Capital Ltd and Cartler Peaks linvastments Ltd	Those companies have a common sole director and a common sharcholder

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
Indigo Peart Capital Ltd	Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Cartier Peake Investments Ltd.	Paim Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Berne No 132 Nominees Pty Ltd	IGPO Box 202, Brisbane Old 4001

Signature

		For and on behalf of TIARA LTD. (LL02080)
orint name	TIARA LTD.	المصصا	capacity	SOLE DIRECTOR
sign here		A.Monsed Signature(s)	Dato 19/12/2012

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
  trustee of an equity trust), the names could be included in an ann $(1)$
• See the definition of "associate" in soction 9 of the Corporations Act 2001. $\langle 2 \rangle$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• The voting shares of a company constitute one class unless divided into separate classes. $(4)$

$\mathbf{A}$

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $\left( 5\right)$

Include details of: $(6)$

$\bar{z}$

$\ddot{\phantom{a}}$

• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies, a
  copy of any document setting out the terms of any relevant agreement, and a statemen $(a)$ adjustice of the power of a person to exercise, control the exercise of, or influence the exercise of, the volting powers or dispossi of the
  any qualification of the power of a person to exercise, control the exercise of,
• $\left( b\right)$

$\cdot$

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001,

• Details of the consideration must include any and all benefits, money and other, that any porson from whom a relevant interest was acquired has, or
  may, become entitled to receive in relation to that acquisition. Details m $(7)$
• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

604 GUIDE page 1/1 13 March 2000

This guide does not form part of the prescribed form GUIDE and is included by ASIC to assist you in completing and lodging form 604. This form must be signed by either a director or a secretary of the substantial holder. Signature Νij Lodging period $\mathbb{N} \times \mathbb{N}$ NH Lodging Fee $\sim$ $\lambda = 1$ Other forms to be NII completed If additional space is required to complete a question, the information may be included on a separate piece of Additional Information $(2)$ paper annexed to the form. This notice must be given to a fisted company, or the responsible antity for a listed managed investment scheme. $(b)$ A copy of this notice must also be given to each mievant securities exchange. The person must give a copy of this notice: $\langle c \rangle$ within 2 business days after they become aware of the information; or $(1)$ by 9.30 am on the next trading day of the relevant securities exchange after they become aware of the $(ii)$ Information if: a takeover bid is made for voting shares in the company or voting interests in the scheme; and $(A)$ the person becomes aware of the information during the bid period. $(B)$ To make any annoxure conform to the regulations, you must Annexures 1 use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 2 show the corporation name and A.C.N or ARBN 3 number the pages consecutively 4 print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied 5 identify the annexure with a mark such as A, B, C, otc 6 endorse the annexure with the words: This is annexure (mark) of (number) pages referred to in form (form number and litte) 7 sign and date the ennexure. The annexure must be signed by the same person(s) who signed the form.

Information in this guide is intended as a guide only. Please consult your accountant or solicitor for further advice.

$\sim$

$\sim$

			604	page 2/2	15 July 2001
		Form 604 Corporations Act 2001 Section 671B
		Notice of change of interests of substantial holder
To Company Name/Scheme		GENESIS RESOURCES LIMITED
ACN/ARSN	114 787 469
Details of substantial holder (1) Name	Indigo Poorl Capital Ltd
ACN/ARSN (f applicable)	BVI 1630343
There was a change in the interests of the
substantial holder on		10/12/2012
The previous notice was given to the company on		20/11/2012
The provious notice was dated		16/11/2012

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows: $\overline{1}$

	____ Pravious notice		Present notice
Class of securities (4)	be an accountable to provide an interval contract of Person's votes	Voting power (5) ________	Person s volus The company of the property of the company of the line	Voting power (5) $\overline{\phantom{a}}$
IOrdinary shares	. 11.831.551	19.70%	11.831.551	8.45%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting socurities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of lchange.	Person whose relevant interest changed	Nature of change (6)	iConsideration given in relation ito change (7)	------ Class and number of securities affected	Person a votes affocted
10/12/2012	Indigo Pearl Capital Ltd; Cartier and Company's Peaks investments Ltd	Dilution of interest ilssue of shares under lin/al lits 10 December 2012 Placement		11.831.551	11.831.551

4. Present relevant interests

$\overline{a}$

			Porticulars of each relovant interest of the substantial holder in voting securities after the change are as follows:
Holder of rolevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
ĿM	Indigo Pearl Capital Berne No. 132 Nominees Indigo Pearl Capital Ltd Ptv Ltd <000835>		Beneficial Interest	19,128,000	9.128.000
Cartier linvestments Ltd.	PoaksBerna No 132 Nominees Certier Poaks Pty Ltd <601299>	investments Ltd	Beneficial Interest	2.703.551	2.703.551

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows.

. (if ACNIARSN Name and applicable)	Nature of association.
Certier Pearl Capital Ltd and Indigo Peaks Investments Lid	iThese companies have a common sole director and a common shareholder

6. Addresses

The addresses of persons named in this form are as follows:

Name	Address
and an experience of the contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contract of the Contr ndigo Pearl Capital Ltd	Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Cartler Peaks Investments Ltd	Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Berne No 132 Nominees Pty Ltd	IGPO Box 202, Brisbane Old 4001

Signature

$\cdot$

		For and on behalf of
		TIARA LTD. (LL02080)
print name	TIARA LTD.	form	Capacity	SOLE DIRECTOR
sign here		1-45 11 - 11 - 12 - 13 - 14 - 14 - 14 - 14 - 14 - 14 - 14 Authorised Signature(s)	Date 19/12/2012

DIRECTIONS

• If there are a number of substantial helders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and
  trustoc of an equity trust), the names could be included in an ann $(1)$
• See the delinition of "associate" in section 9 of the Corporations Act 2001. $(2)$

$\mathcal{A}$

See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$

The voting shares of a company constitute one class unless divided into separate classes. $(4)$

The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$

Include details of: $(6)$

l,

• any relevant agreement or other circumstances because of which the change in relevant interest eccurred. If subsection 6718(4) applies, a
  copy of any document setting out the terms of any relevant agreement, and a statemen $(a)$
• and the position of the power of a person to exercise, control the exercise of, or influence the exercise of, the voltage powers or disposal of the
  sequities to which the relevant interest rolates (indicating clearly the p $(b)$

See the definition of "relovant agreement" in section 9 of the Corporations Act 2001.

Details of the consideration must include any and all bonefits, money and other, that any porson from whom a relevant interest was acquired has, or
may, become entitled to receive in relation to that acquisition. Details m $(7)$

$\bar{z}$

• If the substantial holder is unable to determine the identity of the person (eg. if the relevant interest arises because of an option) write "unknown". $(8)$
• Give details. If appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

GUIDE	604 GUIDE page 1/1 13 March 2000 This guide does not form part of the prescribed form and is included by ASIC to assist you in completing and lodging form 604.
Signature	This form must be signed by either a director or a secretary of the substantial holder.
Lodging period	ΝIΙ
Lodging Fee	Nil
Other forms to be compieted	NII
Additional information	If additional space is required to complete a question, the information may be included on a separate piece of $(+)$ paper annoxed to the form.
	This notice must be given to a fisted company, or the responsible entity for a listed managed investment scheme. (b) A copy of this notice must also be given to each relevant securities exchange.
	The person must give a copy of this notice: $\left($ c)
	within 2 business days after they become aware of the Information; or 61
	by 9,30 am on the next trading day of the relevant securities exchange after they become aware of the (li) information if:
	a fakeover bid is made for voting shares in the company or voting Interests in the scheme; and (A)
	the person becomes aware of the information during the bid period. 但)
Annexures	To make any annexure conform to the regulations, you must
	use A4 size paper of white or light pastel colour with a margin of at least 10mm on all sides 1
	show the corporation name and A.C.N or ARBN z
	number the pages consecutively з print or type in BLOCK letters in dark blue or black ink so that the document is clearly legible when photocopied
	4 identify the annexure with a mark such as A, B, C, etc.
	endorse the annexure with the words: ٥ This is annexure (mark) of (number) pages referred to in form (form number and title)
	sign and date the annexure. 7.
	The annexure must be signed by the same person(s) who signed the form.