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GENESIS RESOURCES LIMITED Major Shareholding Notification 2012

May 17, 2012

64980_rns_2012-05-17_ea6d4d22-b4f7-4fe6-9ff2-4598540a2c2b.pdf

Major Shareholding Notification

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FACSIMILE

10 Pages (including this page)

18 May 2012

To: Australian Securities Exchange (1300 135 638)

Copy to: Genesis Resources Limited (03 96505571)

Re: Genesis Resources Limited (ASX:GES)

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

  • Greenvale Asia Limited
  • Cartier Peaks Investments Ltd
  • Indigo Pearl Capital Ltd

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
Details of substantial holder (1)
1.
Name
Incigo Pearl Capital Ltd
ACN/ARSN (if applicable) BVI 1630343
There was a change in the interests of the
substantial holder on
The previous notice was given to the company on
The previous notice was dated
14/5/2012
18/4/2012
16/4/2012

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: H.

Previous notice F TOSENT ROUCE
Class of securities (4) Voting power (5)
Person's votes
Voting power (5)
Person's votes
Ordinary shares 7.715.314 14.54% 12.920.972 116, 23%

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
ichange
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
loiven in relation
(to change (7)
Class and
number of
securities
affected
Parson's votes
affected
14/5/2012 Indigo Pearl Capital Ltd Purchase of shares \$140,552.60 3.123.393 3.123.393
114/5/2012 ICartier Peaks Investments Ltd Purchase of shares \$46,850.94 1.041.132 1.041.132
14/5/2012 IGreerwale Asia Limited Purchase of shares \$46,850.94 11.041.132 1,041,132

$\Lambda$ .

$\sim 10^{-1}$

4. Present relevant interests

Holder of
mavant
interesi
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
lLtd Indigo Pearl CapitalBerne No 132 Nominees Indigo Pearl Capital Ltd
Pty Ltd <600835>
Beneficial Interest 7.752.582 17.752.582
lCarlier
Investments Ltd
PeakaBerne No 132 Nominees Carlier Peaks
Pty Ltd <601299>
linvestments Ltd Beneficial Interest 2.584.195 2.584.195
Greenvale
lLimited.
AsiaBerne No 132 Nominees Greenvale Asia Limited
Ply Ltd <602987>
Beneficial Interest 2.584,195 12.584.195

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:

Œ
ACN/ARSN
Name
ard
applicable)
Nature of association
Indigo Pearl Capital Ltd and Cartier
Peaks Investments Ltd
These companies have a common sole director and a common shareholder
lindigo Pearl Capital Ltd; Greenvale
Asia Limited
Indigo Pearl Capital Ltd acquired 1,041,132 shares for the benefit of Greenvale Asia Limited,
which were subsequently transferred to Berne No 132 Nominees Ply Ltd <802987> for the
Ibenefit of Greenvale Asia Limited

6. Addresses

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

Name Address
Indigo Pearl Capitel Ltd Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Greenvale Asia Limited Palm Grove House, PO Box 438, Road Town, Tortole, British Virgin Islands
Cartier Peaks Investments Ltd Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Berne No 132 Nominees Pty Ltd GPO Box 202, Brisbane Qid 4001

Signature

print name TIARA LTD. For and on behalf of
TIARA LTD. (LL02080)
canacity Sole Director
sign here Authorised Signature(s) date 15" May 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 section 9 of the Corporations Act 2001. $(2)$
  • See the definition of "relevant interest" In sections 608 and 6719(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 $\left( \bullet \right)$ 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;
  • 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 $(7)$ may, become 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 on 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". $(6)$

Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$

604 page 2/2 15 July 2001
Form 604
Corporations Act 2001
Section 671B
Notice of change of interests of substantial holder
To Company Nama/Scheme GENESIS RESOURCES LIMITED
ACNIARSN
$\boldsymbol{\Lambda}$
114 787 489
1. Details of substantial holder (1)
Name Cartier Peaks Investments Ltd
ACN/ARSN (if applicable) BVI 1648854
There was a change in the interests of the
substantial holder on 14/5/2012
The previous notics was given to the company on 16/4/2012
The previous notice was dated 16/4/2012

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:

Previous notice Present notice
Class of securities (4) Parson's votes Voting power (5) Person's votes Voting power (5)
Ordinary shares 7715314 14.54% 12.920.972 16.23%

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:

$\lambda_{\rm{max}}$

Date of
change
Person whose
relevant interest
changed
Nature of
change (6)
Consideration
lgiven in relation
to change (7)
Class and
number of
securities
affected
Person's votes
affected
14/5/2012 Indigo Pearl Capital Ltd Purchase of shares \$140,552.69 13.123.393 3,123,303
14/5/2012 Cartier Peaks Investments Ltd Purchase of shares \$46,850.94 1,041,132 1,041.132
14/5/2012 Greenvale Asia Limited Purchase of shares \$46,550.94 11,041,132 1.041.132

4. Present relevant interests

Particulars of each relavant 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
iLtd Indigo Pearl Capita Berne No 132 Nominees Indigo Pearl Capital Ltd
Ptv Ltd <800835>
(Beneficial Interest 7.752.582 7.752.582
Cartler
linvestments Ltd
Peaks Berna No 132 Nominees Cartier Peaks
IPty Ltd <601299>
ilnvestments Lid Beneficial Interest 2,584,195 2.584.195
Greenvale
Limited
Asia Berne No. 132 Nominees Greenvale Asia Limited
IPty Ltd <602987>
Beneficial Interest 2,584,195 12.584.195

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:

-CH
ACN/ARSN
and
Name
applicable)
Nature of association
Indigo Pearl Capital Ltd and Cartier
Peaks Investments Ltd
These companies have a common sole director and a common shareholder
indigo Pearl Capital Ltd; Greenvale
Asia Limited
Indigo Pearl Capital Ltd acquired 1,041,132 shares for the benefit of Greenvale Asia Limited.
which were subsequently transferred to Berne No 132 Nominees Pty Ltd <602987> for the
banafit of Greenvale Asia Limited

6. Addresses

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

Name Address
Indigo Pearl Capital Lid Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Greenvale Asia Limited Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islands
Canier Peaks Investments Ltd Palm Grove House, PO Box 438, Road Town, Tortola, British Virgin Islanda
Beme No 132 Nominees Pty Ltd IGPO Box 202, Brishane QkI 4001

Signature

For and on behalf of
TIARA LTD. (LL02080)
print name TIARA LTD. capacity Sole Director
sign here
Authorised Signature(s)
date 15 th May 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 $(1)$

  • $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
  • See the definition of "relevant interest" in sections 608 and 6718(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 $\left{ \mathbf{a}\right}$ only resevent surrelated to their concurrent test securities of minds are completed to resevent the countries. In subsequent of requires, a copy of any document setting out the terms of any relevant agreement, and a statem environment 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 powers or disposal of the
    securities to which the releva $(b)$

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 entitied to receive in relation to that acquisition. Details m $(7)$ contingency. Details must be included on 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". $(5)$
  • Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$
604 page 2/2 15 July 2001
$\mathbf{u}$ 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 Greenvale Asia Limited
ACNARSN (if applicable) BVI 1584956
There was a change in the interests of the
substantial holder on 14/5/2012
The previous notice was given to the company on 16/4/2012
The previous notice was dated 16/4/2012

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:

Previous notice Present notice
Class of securities (4) Person's votes Vating power (5) Person's votes Voting power (5)
Ordinary shares 7.715.314 14.54%
---
12.920.972 16.23%

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
lgiven in relation
to change $(7)$
Class and
number of
securities
affected
Person's votes
affected
4/4/2012 Indigo Pearl Capital Ltd Purchase of shares \$140,552,69 3.123.393 3.123.393
14/4/2012 Cartier Peaks Investments Ltd Purchase of shares \$46,850.94 1.041.132 1.041.132
4/4/2012 Greenvale Asia Limited Purchase of shares \$46,850.94 1,041 132 1.041 132

4. Present relevant interasts

$\overline{\phantom{a}}$

$\mathbf{a}$

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 (B)
Nature of
relevant.
interest (6)
Class and
number of
securities
Person's votes
Ltd Indigo Pean CapitalBerne No 132 Nominees Indigo Pean Capital Ltd
IPty Ltd <600835>
Beneficial Interest 17.752.582 7.752.582
lCartler
Investments Ltd
Peaks Berne No 132 Nominees Cartier Peaks
Pty Ltd <601299>
Ilnvesiments Ltd lBeneficial Interest 2,584,195 2.584.195
Greenvale
Limited
Asia Berne No. 132 Nominees 1 Greenvale Asia Limited
Pty Ltd <602987>
Beneficial Interest 2,584,195 2.584.195

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:

T
ACN/ARSN
Name
and
applicable)
Nature of association
Indigo Pearl Capital Ltd and Cartier
Peaks investments Ltd
These companies have a common sole director and a common shareholder
Pearl Capital Ltd: Greenvale
Indigo
Asia Limited
Indigo Pearl Capital Ltd acquired 1,041,132 shares for the benefit of Greenvale Asia Limited,
which were subsequently transferred to Berne No 132 Norninees Pty Ltd <602987> for the
Ibenefit of Greenvale Asia Limited

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, 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
Berne No 132 Naminees Pty Ltd IGPO Box 202, Brisbane Old 4001

Signature

print name For and on behalf of
MANFELL LTD.
Manfell Ltd Mrector
capacity
sign here Mosanlumbod date 16 May $2012$
Chythorised Signature(s)
DIRECTIONS

$\epsilon$

If there are a number of substantial rolders 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 an $(1)$

See the definition of "associate" in section 9 of the Corporations Act 2001. $\overline{2}$

  • 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 person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
  • Include details of: $(6)$
  • any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a $\langle a \rangle$ 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; 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 $(b)$
  • 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.

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 $(7)$ contingency. Details must be included on 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". $(5)$

Give details, if appropriate, of the present association and any change in that association strice the last substantial holding notice. $(9)$