GENESIS RESOURCES LIMITED — Major Shareholding Notification 2012

Apr 3, 2012

page 1/2 15 July 2001 603

Service State

$\ddotsc$

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme	GENESIS RESOURCES LIMITED
ACN/ARSN	114 787 469 --------------------------------------- THE COLUMN TWO PERSONS INTO A REPORT OF REAL PROPERTY.

	1. Details of substantial holder (1)

Name	(CTX) CLANCY EXPLORATION LIMITED ( 1.1.1.1 . .
ACN/ARSN (if applicable)	105 578 756 ----

$2/4/12$ The holder became a substantial holder on

2. Details of 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 on the date the substantial holder

10000000 Class of securities (4)	----- Number of securities	Person's votes (5)	Voting power (6) --------------------------------------
ORD	4,250,000 ----- ---- ---	4,250,000	.01%
	.	.	----

3. Details of relevant interests

The nature of the relavant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

-------- Halder of relevant interest	Nature of relevant Interest (7)	Class and number of securities ---------
$-1$ CLY	ANNEXURE A 身営営 -----------	14,250,000
1.00000 والمعدد ALLEN WITH THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF THE STATE OF	$-1000$ ------------	ORD $\mathbf{r}$ ---- ALLAMATION

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

AMMERITY Holder of relovant Interest.	Registered holder of securities	Person entitled to be registered as holder (8)	. Class and number of securities -----------
-------------------------------------- CLY	CITICORP NOMINEES	KRRIM SENER AHMET	1,750,000
	PTY LIMITED	ASLAN CAPITAL LTD	12,500,000 $-$

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant Interest	Date of acquisition	Consideration (9)		Class and number of securities
	______	Cash	Non-cash
CLY	APRIL 2012	____ 60.08 .		4,250,000
		SHARE! PER

l,

603 page 2/2 15 July 2001

6. Associatos

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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

7. Addresses

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

Name -99.900	------------------ --- Address . . __
--- EXPLORATION CLANCY	CORPORATION PLACE _____ ___
LIMITED _____ -------	2800 NSW ORANGE --------------------------------------- _ ALC 1 ____

Signature

print name ROWAN CAREN	capacity SECRETARY .
sign here	date $3/4/20/2$

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 $(1)$ form
• See the definition of "associate" in section 9 of the Corporations Act 2001. $\left( 2\right)$
• 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. $\left(4\right)$
• The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associete has a relevant (5) interest in.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. (6)
• (7) Include details of:
• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 6718(4) applies, a copy of any document setting out
  the terms of any relevant agreement, and a statement by the perso $(n)$ 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
  which the relevant interest relates (indicating clearly the (b)

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

• 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)
• 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
  included to receive in relation to that acquisition. Details m (9) the relevant interest was acquired.

This is Annexure "A" of 1 page referred to in Form 603 signed by me dated 3 April 2012

Genesis Resources Limited (ACN 114 787 469)

3. Details of relevant interests

$\mathcal{S}$

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
. CLY	Power to control disposal under section $\mid$ 4,250,000 ' 608(1)(c) under option agreements ORD ' attached as Annexure "B"

$\sim$

$\bar{\omega}$

Signed:

Secretary

Date

April 2012

$\bar{\mathcal{L}}$ .

This is Annexure "B" of Jpages referred to in Form 603 signed by me dated 3 April 2012

Signed:

Secretary

Date

April 2012

$\mathcal{Z}_{\mathcal{S}}$

Option Agreements

Service Contract $\sim$ $\sim$ $\sim$ Service $\mu \rightarrow \mu \rightarrow \mu$

$\alpha = 10$

H.S

CLANCY EXPLORATION LIMITED ABN 65 105 578 756

2 April 2012

Aslan Capital Ltd c/oMrs Hacer Sener 26 Wedgetall Court Brookdale Perth WA 6112

Dear Mrs. Sener.

Option - Genesis Resources Limited shares

You are the ultimate beneficial owner (the Owner) of 2,500,000 Genesis Resources Limited (GES) shares (Existing Shares) representing, as at the date of this letter, approximately 4.71% of the issued share capital of GES. Clancy Exploration Limited (CLY) wishes to obtain an option to acquire the Existing Shares on the terms set out below:

• In consideration for the grant of the option set out below, CLY will pay a grant fee of \$10,000 1. (Grant Fee) to you within 2 business days from the signing of this letter agreement. By signing this letter agreement, you acknowledge acceptance of that Grant Fee.
• CLY may exercise the option at any time during the period from 1 June 2012 to expiry of the $\mathbf{2}$ option under clause 7 by delivering a notice to you specifying that the option is exercised (Exercise Notice) and delivering an off-market transfer form in respect of the Existing Shares for execution by the registered holder of the Existing Shares (Nominee).
• Delivery of the Exercise Notice constitutes an agreement for CLY to buy and you to procure З. the sale of the Existing Shares to CLY or as it may direct for total consideration of \$190,000 (the Exercise Price). CLY may, in its discretion, satisfy this obligation by issuing fully paid CLY shares at an issue price of 4 cents per CLY Share.
• Subject to clause 7, on the date 20 business days after delivery of the Exercise Notice: 4.
• you must procure that the Nominee delivers the off-market transfer form duly $(a)$ executed by the Nominee to CLY;
• you must procure that the Nominee takes all steps necessary to effect the transfer of $(5)$ the Existing Shares to CLY or as it may direct including providing any confirmation required by the share registrar for GES; and
• CLY must pay the Exercise Price to you or as you may direct in immediately available $(c)$ funds.

3 Corporation Place Orange NSW 2800 Australia

PO Box 7040 Orange NSW 2800 Australia

Tel: +61 (2) 6361 1285 Fax: +61 (2) 6361 1202

• This option does not relate to any other GES shares that you or the Nominee may hold or 5. subsequently acquire including any GES shares that you or the Nominee acquire under the non-renounceable 1 for 2 pro rata offer at 4.5 cents per GES share announced by GES on 27 March 2012 (Rights Issue);
• You undertake not to dispose of any interest in, and you will procure that the Nominee will not 6. dispose of any interest in the Existing Shares other than in accordance with this letter agreement (including acceptance under clause 7(a)). Nothing in this letter agreement obliges you or the Nominee to apply for any GES shares under the Rights Issue;
• Your obligations under this letter agreement terminate on the earlier of: $\overline{L}$
• if CLY makes a takeover offer for all of the issued Genesis shares (CLY Offer) and $(a)$ the Nominee accepts the CLY Offer;
• if an unconditional cash and/or scrip takeover offer is made by a third party at a price $(b)$ greater than the Exercise Price (Third Party Offer) and CLY:
  • does not make a CLY Offer at an offer price which exceeds; or $(i)$
  • if a CLY Offer has been made and remains open for acceptance. CLY does $(ii)$ not increase the offer price under that CLY Offer to exceed.

the offer price under the Third Party Offer within 2 business days of the Third Party Offer being declared unconditional; and

• 1 August 2012 or such later date as may be agreed. $(c)$
• You acknowledge that CLY may release a copy of this letter to the market through ASX as an $\ddot{\mathbf{a}}$ . attachment to a notice of substantial holding in respect of GES.
• We will seek to document these arrangements by way of a long form option deed as soon as 9. practical after execution. Failure to execute such a long form agreement does not relieve you from complying with your obligations under this letter.
• This letter agreement is intended to be legally binding and is governed by laws of the State of $10.$ New South Wales.

Would you please confirm your agreement to the above by signing and returning the enclosed copy of this letter agreement.

Yours sincerely,

Gordon Barnes Managing Director Clancy Exploration Limited

AslanCapital Ltd grants the option over the Existing Shares and agrees to the terms set out above.

Hacer Sener on behalf of Aslan Capital Ltd

CLANCY EXPLORATION LIMITED ABN 65 105 578 756

2 April 2012

Dr. Ahmet Kerim Sener 26 Wedgetail Court Brookdale Perth WA 6112

Dear Dr. Sener,

Option - Genesis Resources Limited shares

You are the ultimate beneficial owner (the Owner) of 1,750,000 Genesis Resources Limited (GES) shares (Existing Shares) representing, as at the date of this letter, approximately 3.3% of the issued share capital of GES. Clancy Exploration Limited (CLY) wishes to obtain an option to acquire the Existing Shares on the terms set out below:

• $\mathbf{1}$ . In consideration for the grant of the option set out below, CLY will pay a grant fee of \$10,000 (Grant Fee) to you within 2 business days from the signing of this letter agreement. By signing this letter agreement, you acknowledge acceptance of that Grant Fee.
• 1. CLY may exercise the option at any time during the period from 1 June 2012 to expiry of the option under clause 7 by delivering a notice to you specifying that the option is exercised (Exercise Notice) and delivering an off-market transfer form in respect of the Existing Shares for execution by the registered holder of the Existing Shares (Nominee).
• 1. Delivery of the Exercise Notice constitutes an agreement for CLY to buy and you to procure the sale of the Existing Shares to CLY or as it may direct for total consideration of \$130,000 (the Exercise Price). CLY may, in its discretion, satisfy this obligation by issuing fully paid CLY shares at an issue price of 4 cents per CLY Share.
• 1. Subject to clause 7, on the date 20 business days after delivery of the Exercise Notice:
• you must procure that the Nominee delivers the off-market transfer form duly $(a)$ executed by the Nominee to CLY:
• $(b)$ you must procure that the Nominee takes all steps necessary to effect the transfer of the Existing Shares to CLY or as it may direct including providing any confirmation required by the share registrar for GES; and
• CLY must pay the Exercise Price to you or as you may direct in immediately available $\left( 0 \right)$ funds.

3 Corporation Place Orange NSW 2800 Australia

PO Box 7040 Orange NSW 2800 Australia

Tel: +61 (2) 6361 1285 Fax: +61 (2) 6361 1202

• This option does not relate to any other GES shares that you or the Nominee may hold or 5. subsequently acquire including any GES shares that you or the Nominee acquire under the non-renounceable 1 for 2 pro rata offer at 4.5 cents per GES share announced by GES on 27 March 2012 (Rights Issue);
• You undertake not to dispose of any interest in, and you will procure that the Nominee will not 6. dispose of any interest in the Existing Shares other than in accordance with this letter agreement (including acceptance under clause $T(a)$ ). Nothing in this letter agreement obliges you or the Nominee to apply for any GES shares under the Rights Issue;
• $\overline{7}$ . Your obligations under this letter agreement terminate on the earlier of:
• if CLY makes a takeover offer for all of the issued Genesis shares (CLY Offer) and (a) the Nominee accepts the CLY Offer;
• if an unconditional cash and/or scrip takeover offer is made by a third party at a price $(b)$ greater than the Exercise Price (Third Party Offer) and CLY:
  • does not make a CLY Offer at an offer price which exceeds; or $\langle$ i)
  • if a CLY Offer has been made and remains open for acceptance, CLY does $(ii)$ not increase the offer price under that CLY Offer to exceed,

the offer price under the Third Party Offer within 2 business days of the Third Party Offer being declared unconditional; and

• 1 August 2012 or such later date as may be agreed. $(c)$
• You acknowledge that CLY may release a copy of this letter to the market through ASX as an 8. attachment to a notice of substantial holding in respect of GES.
• We will seek to document these arrangements by way of a long form option deed as soon as 9. practical after execution. Failure to execute such a long form agreement does not relieve you from complying with your obligations under this letter.
• This letter agreement is intended to be legally binding and is governed by laws of the State of 10. New South Wales.

Would you please confirm your agreement to the above by signing and returning the enclosed copy of this letter agreement.

Yours sincerely.

Gordon Barnes Managing Director Clancy Exploration Limited

Ahmet Kerim Sener grants the option over the Existing Shares and agrees to the terms set out above.

Dr. Ahmet Kerim Sener