GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Nov 19, 2012

FACSIMILE

7 Pages (including this page)

20 November 2012

To: Australian Securities Exchange (1300 135 638)

Copy to: Genesis Resources Limited (03 96505571)

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:

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• Cartier Peaks Investments Ltd
• Indigo Pearl Capital Ltd

Yours Sincerely,

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

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				Corporations Act 2001	Form 604 Saction 671B
						Notice of change of interests of substantial holder
To Company Name/Scheme			GENESIS RESOURCES LIMITED
ACN/ARSN		114 787 469
ACN/ARSN (if applicable)	1. Details of substantial holder.(1) 电司报钢	BVI 1630343	Updigo Pearl Cepital Ltd
substantial holder on		There was a change in the interests of the The previous notice was given to the company on	27/08/2012	$\mathcal{W}_{\mathcal{M}}$ 30/09/2012 and other dates as set out below
	The previous notice was dated		23/08/2012
		Previous and present voting power relevant interest (3) in when last required, and when now required, to give a substantial holding include to the company or scheme, are as follows:							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
			Previous notice					Present notice
		Class of securities (4)	Person's votes			Voting power (5)		Person's votes	Voting power (5)
			12.820.972		14.01		11:031:551	уń.	9.70%
	Ordinary shares					백원 19	់រុះព្
	3. Changes in relevant interests								äÝ.
	lDate of	scheme, since the aubstantial holder was last required to give a substantial holding notice to the company or scheme are as follows: Person whose		Nature of		Consideration	Class and number of		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 Person's votes
	change	relevant interest changed		change (6)		given in relation to change (7)	securities affected		affected
		02/10/2012 Indigo Pearl Capital Ltd		Acquisition of Shares at \$0.09 per share upon pantal exercis af enlitlements under Rights Issue pursuant to Offer Document dated 28 August 2012		\$41,226.12	458.068		458,068
		02/10/2012 Cartier Peaks Investments Ltd		Acquisition of Shares at \$0.09 per share upon partial exercise cf entitlements under Rights Issue pursuant to Offer Document dated 28 August 2012		\$10,742.04	119,356		119,356 ۰
	30/09/2012	Greenvale Asia Limited; Cartier association between Peaks Investments Ltd; Indigo Indigo Pearl Capital Pean Capital Ltd		Cessation of Ltd and Greenvale Asia Limited		in a	2,584,195		2,584,195

4. Present 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 as holder (8)	Nature of relevant interest (6)	Class and number of sacurities	Person's votes
Lю	Indigo Peart CapitalBerne No 132 Nominees Indigo Peart Capital Ltd Pty Ltd <600835>		Beneficial Interest	9.128.000	9.128,000
Cartier linvastments Ltd	Peaks Berne No 132 Nominees Cartier Peaks Ptv Ltd <601299>	ilnvestments 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:

ű ACN/ARSN and Name applicable)	Nature of association
indigo Pearl Capital Ltd and Cartier Peaks investments Ltd	li'hese companies have common directors and a common shareholder
lindigo Pearl Capital Ltd; Greenvale Asia Limited	lindigo Pearl Capital Ltd previously acquired shares in the Company and held them for the benefit of Greenvale Asia Limited. With the subsequent transfer of these shares to Berne No [132 Nominees Pty Ltd <602987> for the benefit of Greenvale Asia Limited, the association between the two companies has now ceased.

6. Addresses

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

Name	Address
Indigo Pearl Capital Ltd	Palm Grove House, PO Box 438, Road Town, Tortols, British Virgin Islands
Greenvale Asia Limited	[TMF Place, Road Town, Tortola, British Virgin Islands
Cartier Peaks Investments Ltd	Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Berna No 132 Nominees Pty Ltd	GPO Box 202, Brisbane Qld 4001

Signatur

sign here	. Authorised Cignaturo(s)	date 16th Nov 2012
print name TIARA LTD.	TIARA LTD. (LL02080)	capacity SOLE DIRECTOR
	For and on bohalf of

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 section 9 of the Corporations Act 2001. $(2)$

• 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 parson's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a
  copy of any document setting out the terms of any relevant agreement, and a statemen $(a)$
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the $(b)$

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 person from whom a relevant interest was acquired has, or
  may, become entitled to receive in relation to that acquisition. Details m $\sigma$ are not paid directly to the person from whom the relevant interest was acquired.
• 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. $(9)$

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2.584,195

1.017,350

na

Acquisition of shares \$96,628.25

2,584,195

1,017,350

			Form 604 Corporations Act 2001 Section 671B
			Notice of change of interests of substantial holder
		GENESIS RESOURCES LIMITED
To Company Name/Sch
ACN/ARSN	114 787 489
Details of substantial holdes (1)
		Cartier Peaks Investments Ltd
ACN/ARSN (if applicable)	BVI 1646854
There was a change in the interests of the substantial holder on			30/09/2012 and other dates as set out below
The previous notice was given to the company on		27/8/2012		٠Ι٤.
The previous notice was dated		23/8/2012		- 시 클 플 블로
2. Previous and present voting power				: I :		The total number of votes attached to all the voting shares in the company be 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 riotice to the company or scheme, are as follows:	Class of securities (4)	Previous notice		nattu	Present notice
		Person's vates 12,620,972	14.01%	Voling power (5)	Person's votes 11831.551	Voting power (5) 9 70%
Ordinary shares						÷
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 are as follows:	Person whose			Consideration	Class and	Person's votes
Date of ichange	relevant interest changed		Nature of change (6)	igiven in relation to change (7)	number of securities affected	affected
	02/10/2012 Indigo Pearl Capital Ltd		Acquisition of Shares at \$0.09 per share upon partial exercise ol entitlements under Rights Issue pursuant to Offer Document dated 28 August 2012	\$41,228.12	458,068	458,068

Cessation of
Consumer Society and The Contemnation of Consumer Society Peaks
Pearl Capital Ltd: Indigo Indigo Pearl Capital
Pearl Capital Ltd
Asia Limited
Asia Limited

$\sim 10$ $\sim 10^7$

08 and
|09/11/2012 Indigo Pearl Capital Ltd

4. Present 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 as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
l td	Indigo Pearl Capital Berne No 132 Nominees Indigo Pearl Capital Ltd Pty Ltd <600835>		Beneficial Interest	9.128.000	9.128.000
Cartier Imvestments Ltd	Peaks Berne No 132 Nominees Cartier Peaks IPty Ltd <601299>	linvestments 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:

ACN/ARSN ſif Name and applicable)	Nature of association
Indigo Pearl Capital Ltd and Cartier Peaks Investments Ltd	These companies have common directors and a common shareholder
Indigo Peart Capital Ltd; Greenvale Asia Limited	Indigo Pearl Capital Ltd previously acquired shares in the Company and held them for the ibenefit of Greenvale Asia Limited. With the subsequent transfer of these shares to Berne No 1132 Nominees Pty Ltd <602987> for the benefit of Greenvale Asia Limited, the association between the two companies has now ceased.

6. Addresses

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

Name	Address
Indigo Pearl Capital Ltd	Paim Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands.
Greenvale Asia Limited	ITMF Place, Road Town, Tortola, British Virgin Islands
Cartier Peaks Investments Ltd	Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Berna No 132 Nominees Ply Ltd	GPO Box 202, Brisbane Qid 4001

Signature

		For and on behalf of TIARA LTD. (LLO2080)
	print name TIARA LTD.		Capacity SOLE DIRECTOR
sian here		******** Authorised Signature(s)	date 16th Nov 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 $(1)$ is clearly set out in paragraph 6 of the form.

See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$

ME_83993411_1 (W2003)

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÷,

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• 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. $(5)$
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a
  copy of any document setting out the terms of any relevant agreement, and a statemen $(a)$ contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, acheme or arrangement,
• any qualification of the power of a parson to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the
  securities to which the relevant interest relates (indicating clearly the (b)

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

• Details of the consideration must include any and all banefits, money and other, that any person from whom a relevant interest was acquired has, or
  may, become entitled to receive in relation to that acquisition. Details m $(7)$ are not paid directly to the person from whom the relevant interest was acquired.
• 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". $(3)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$