GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Jun 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		Clancy Exploration Limited (Clancy)
ACN/ARSN (if applicable)	105 578 756
There was a change in the interests of the substantial holder on		20 / 06 / 2012
The previous notice was given to the company on		/05/2012 17
The previous notice was dated		17/05/2012

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:

Class of securities (4)	Previous notice	-------	Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
l ord	6,375.000	18.01%	17.615.000	$9.56*$
		----------

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
	See Annexure A

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

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:

$-0.00000000000000000000000000000000000$ ___ ----------------- Name and ACN/ARSN (if applicable) ----- _ __	__ ______ Nature of association	---------------
N/A ----- ----------	------------ _________	_
---------------- . -----------	---------- _________	_________

6. Addresses

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

Name -------	---------- __ Address --------------------------------------- ARAMANA ARAMANA	-------------------
Clancy __	3 Corporation Place -------	-------
	__ _ ______ ORANGE NSW 2800 --------- ---------- ------------- __	-----------

Signature

DIRECTIONS

• $(1)$ 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 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 membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ Include details of:
• $(a)$ 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 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
• $(b)$ 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 particular securities to which the qualification applies).

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

• $(7)$ 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, becom'e 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eq. if the relevant interest arises because of an option) write "unknown".
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

Annexure A

This is Annexure A of 1 page referred to in Form 604 signed by me dated 21 June 2012

$3.$ Changes in relevant interests

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
8/06/2012	Clancy	Increase 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 ORD	0.07%
12/06/2012	Clancy	Increase relevant in 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	55,000 ORD	0.07%
12/06/2012	Clancy	Increase 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	135,000 ORD	0.16%
20/06/2012	Clancy	in Increase 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	1,000,000 ORD	1.3%

4. Present relevant interests

Holder relevant	of	Registered holder of	Person entitled to be	Nature of	Class and	Person's
interest		securities	registered as a holder (8)	relevant interest (6)	number of securities	votes
Clancy		who Persons have accepted the Clancy Bid	Clancy	Pursuant to section $608(8)$ of the Corporations Act, a relevant interest in ordinary shares as a result of Clancy's receipt of acceptances under the Clancy Bid.	7,615,000 ORD	9.56%
Signed:
		Gordon Barnes
Date		21 June 2012