GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Aug 20, 2012

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Genesis Resources Limited (Genesis)
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	20 / 08 / 2012
The previous notice was given to the company on	/ 06 / 2012 21.

$20 / 06 / 2012$

2. Previous and present voting power

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 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:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORD	7,615,000	9.56%	8,157,000	8.92%

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

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
	See Annexure A
		$\sim 10^{-1}$

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
	See Annexure A
	SEC

5. Changes in association

The persons who have become associates (2) of, ceased to lle associates of, 0r have changed the nature of their association (9) with, the substantial h0lder in relation to voting interests in the company or scheme are as follows:

Name and ACN/ARSN (if applicable)	Nalure of association
N/A

6. Addresses

The addresses of persons named in this form are as lollows

Name	Address
Clancy	I Corporatian Place
	)RANGE NSW 28OO

Signature

pflnt name Rowan Caren	Capaclty Company Secretary
sign here	0B l2jr2 21 I

DIRECTIONS

• (1) lf there are a number of substantial h0lders with similar 0r related re evant interests (eg. a corporation and its related corporations, or the rnanager and trustee of an equitytrust),thenamescouldbeincludedinanannexuret0theform lftherelevantinterestsofagroupofpersonsareessentiallysimilar,theymaybereferredto thr0ughout the form as a specifically named grOup if the membershrp of each group, with the names and addresses of members is clearly set out in paragraph 6 0f the form.
• See the definitlon of "associate" in section I 0f the Corporations Act 2001 . l2)
• (3) See the definition of 'relevant rnterest" in sections 608 and 671 B(7) of the C0rporations Act ²⁰⁰¹
• The voting shares of a company constrtute one class unless divided into separate classes. (4)
• (5) The person's votes divided by the total votes in the body corp0rate 0r scheme multip ied by 100.
• lnclude details of: (6)
• (a) anyrelevantagreementorothercircumstancesbecauseolwhichthechangernrelevantinterestOccurred. lfsubsection6TlB(4)applies,acopy0fany document setting out lhe terms 0f any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme 0r arrangement, must accompany this form, together with a written statement certrfying thts c0ntract, scheme or arrangement; and
• (b) anyqualificationofthepowerofapersont0exercise,contrOltheexerciseof,orinfluencetheexerciseof,thevotingpowersor disp0sal0fthesecuritiesto which the relevant interest relates (indicating clearly the particular secur ties to whlch the qualification applies).

See the definiti0n of'relevant agreement" in secti0n I 0f the Corporatrons Act ²⁰⁰¹

Details 0f the consideration must nclLrde any and all benelits, money and other, that any person from whom a relevant interest was acquired has, 0r may, bec0m e entitledt0receiveinrelationtothatacquisition. Deta smustbeincudedeveniithebenefitisc0nditional0nthehappening0rn0lofaconttngency. Detailsmustbe included of any benefit paid on behalf 0f the substantial h0lder or its associate in relati0n i0 the acquisitions, even if they are nOt paid directly t0 the pers0n from whom the relevalt intere:. was acquired. (7)

lfthesubstantialholderisunabletodeterminetheidentity0ftheperson(eg.iftherelevantlnterestarisesbecauseolanoption)write'unknown'.

Give details, if appropriate, 0f lhe present ass0ciation and any change in that association since the last subslanljal holding notice. (e)

Annexure A

This is Annexure A of 1 page referred to in Form 604 signed by me dated 21 August 20'12

3. Ghanges in relevant interests

Date of change	Person whose relevant interest chanoed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
25 June 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2O12 (Clancy Bid)	3 Clancy shares for each Genesis share	57,500 0RD	0.O7o/o
2 July 2012	Clancy	lncrease relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2012 (Clancy Bid)	3 Clancy shares for each Genesis share	350,000 0RD	0.44%
6 July 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2012 (Clancy Bid)	3 Clancy shares for each Genesis share	15,000 ORD	0.o2%
30 July 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June2012 (Clancy Bid)	3 Clancy shares for each Genesis share	10,000 ORD	0.01%
3 August 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June2Ol2 (Clancy Bid)	3 Clancy shares for each Genesis share	25,000 0RD	0.03%
7 August 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2012 (Clancy Bid)	3 Clancy shares for each Genesis share	'19,500 0RD	0.02%
9 August 2012	Clancy	Decrease in relevant interest as a result of placement by Genesis	nla	nla	(1.32)o/o
13 August 2012	Clancy	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2012 (Clancy Bid)	3 Clancy shares for each Genesis share	50,000 0RD	0.06%

20 August Clancy 2012	lncrease in relevant interest as a result of acceptance of Clancy off market takeover bid for Genesis shares dated 15 June 2012 (Clancy Bid)	3 Clancy shares for each Genesis share	15,000 ORD	0.o2%
-----------------------------	----------------------------------------------------------------------------------------------------------------------------------------------------------------	----------------------------------------------	------------	-------

4. Present relevant interests

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as a holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
Clancy	Persons who have accepted the Clancy Bid	Clancy	Pursuant to section 608(8) of the Corporations Act, a relevant interest tn ordinary shares as a result of Clancy's receipt of acceptances under the Clancy Bid.	6,032,000 ORD	6.59%
Clancy	Citicorp Nominees Pty Limited	Clancy	Pursuant to section 608(8) of the Corporations Act, a relevant interest in ordinary shares as a result of Clancy's loan agreements dated 24 April 2012.	2,125,000 ORD	2.32%

Signed:

Date

Rowan Caren 21 August2012