GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Nov 8, 2012

page 1/2 15 July 2001 604

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 substantial holder (1) Name ACN/ARSN (If applicable)	Clancy Exploration Limited (Clancy) 105 578 756

There was a change in the interests of the substantial holder on	3 October and 5.8 November 2012
The previous notice was given to the company on	21 August 2012
When communicating working communicational	21 August 2012

The previous notice was dated

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 r

Class of securities (4)	Previous notice		Present notice .
.	Person's votes	. Voling power (5)	Person's votes	Voting power (5)
IORD	.157.000	3.92% CONTRACTOR	8.157.000	6.69%

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 are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
3.10.12	Clancy	Dilution from rights issue $ $ placement $-$ 5,001,754 shares $ $	N/A	8,157,000	8,157,000
5.11.12	Clancy	Dilution from allotment of part of rights issue underwriting - 10,493,138 shares	N/A	8,157,000	8,157,000
8.11.12	Clancy	Dilution from allotment of balance of rights issue underwriting $-15,000,000$ shares	N/A	8,157.000	8,157,000

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 realstered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes ALANA AND
Clancv	Clancv	Clancv 1111.8185	Direct	8,157,000	8.157,000

604 page 2/2 15 July 2001

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:

----	.	-------
Nature of association
Name and ACN/ARSN (if applicable)		---- 1,000 --

1. Addresses

----	Address
	----
Name	111111
Limited	NSW 2800
Clancy Exploration I	3 Corporation Place,
.	Orange
	-- _ _____

Signature

• 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 $(1)$ if mere are a number of socialitation and annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the
  form as a specifically named group if the memb
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant Interest" in sections 608 and 671 B(7) of the Corporations Act 2001. $(?)$
• 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 671 B(4) applies, a copy of any (ප) document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

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 (b) which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

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

• Details of the consideration must include any and all bonefits, money and other, that any person from whom a relevant interest was acquired has, or may, become $(7)$ entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they 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. $(9)$