GENESIS RESOURCES LIMITED - Merger & Acquisition 2014

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TARGET'S STATEMENT

in response to the off-market takeover bid made by Blumont Group Ltd (a Singapore investment company) to acquire all your Genesis Shares

Your Directors recommend that you ACCEPT the Offer in the absence of a superior proposal

The Offer is to issue you 9.5 Blumont Shares for every 2 Genesis Shares you hold

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to its contents, you should promptly consult your legal, financial or other professional adviser immediately

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Lawyers and advisers to Genesis Resources Limited

IMPORTANT INFORMATION

Target’s Statement

This Target’s Statement is dated 23 April 2014 and given by Genesis Resources Limited ACN 114 787 469 ( Genesis ) under the provisions of Part 6.5 Division 3 of the Corporations Act (as modified by ASIC) in response to the offers made by the Blumont Group Ltd ( Blumont ) under its off-market takeover bid contained in its Bidder's Statement dated 21 March 2014 as varied by the Second Supplementary Bidder’s Statement dated 22 April 2014.

ASIC and ASX disclaimer

A copy of this Target’s Statement was lodged with ASIC and given to ASX on 23 April 2014.

None of ASIC, ASX or any of their respective officers takes any responsibility for the contents of this Target’s Statement.

Investment decision

The information contained in this Target's Statement does not constitute financial product advice. This Target’s Statement does not take into account the individual investment objectives, financial situation or any particular needs of any Genesis Shareholder or any other person. Genesis encourages you to seek independent legal, financial and taxation advice before deciding whether or not to accept or reject the Offer.

Forward looking statements

Some of the statements appearing in this Target’s Statement are in the nature of forward looking statements, including statements of current intention, statements of opinion and predictions as to possible future events.

You should be aware that such statements are not statements of fact and there can be no certainty of outcome in relation to matters to which the statements relate. Forward looking statements and statements in the nature of forward looking statements are only predictions and are subject to inherent risks and uncertainties before actual outcomes are achieved. Those risks and uncertainties are not all within the control of Genesis and cannot be predicted with assured accuracy by Genesis and could cause actual values or results, performance or achievements to differ materially from implied values or anticipated results, performance or achievements expressed or implied in those forward looking statements. These risks, variables and factors include matters specific to the industry in which Genesis operates, as well as general economic and financial market conditions, forces of nature and legislative, fiscal or regulatory developments.

Although Genesis believes that the expectations reflected in any forward looking statements included in this Target’s Statement are reasonable, no assurance can be given that such expectations will prove to be correct.

None of Genesis, any of its officers, or any person named in this Target’s Statement with their consent or anyone involved in the preparation of this Target’s Statement makes any representation or warranty (expressed or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any outcomes expressed or implied in any forward looking statement and any statement in the nature of a forward looking statement, except as required by law.

All Genesis Shareholders are cautioned not to place undue reliance on any forward looking statement or any statement in the nature of a forward looking statement having regard to the fact that the outcome may not be achieved. The forward looking statements and statements in the nature of forward looking statements in this Target’s Statement reflect views held only as at the date of this Target’s Statement.

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Privacy Statement

Personal information relating to your Genesis Shares may be collected by Blumont in accordance with its rights under the Corporations Act. Furthermore, Blumont may share this information with its advisers and service providers where necessary for the purposes of the Offer. Generally, you have a right to access the personal information which Blumont and its agents may hold about you.

Notice to non-Australian Genesis Shareholders

The distribution of this Target’s Statement may, in some countries, be restricted by law or regulation of those countries. Accordingly, persons who come into possession of this Target’s Statement should inform themselves of, and observe, those restrictions.

Enquiries

If you are in any doubt as to how to deal with any of the matters raised in this Target’s Statement, you should immediately consult with your broker or your legal, financial or other professional adviser.

Should you have any questions about this Target's Statement, please call Ms Sophie Karzis on 03 9286 7500 from within Australia or on telephone +61 3 9286 7500 from outside Australia between 9am and 5pm AEST Monday to Friday.

Defined terms

Defined terms used in this Target’s Statement are capitalised. Definitions of these terms are set out in the Glossary in section 8.

Rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Target's Statement may be subject to the effect of rounding. Accordingly, the actual calculation of these figures, amounts, percentages, prices, estimates, calculations of value or fractions may differ from the figures set out in this Target's Statement.

Disclaimers as to information in respect of Blumont

The information in respect of Blumont in this Target's Statement has been prepared by Genesis using publicly available information (including that contained in the Bidder's Statement). The information in this Target's Statement concerning Blumont has not been independently verified by Genesis. Accordingly, subject to the Corporations Act, none of Genesis, Genesis's officers and employees, any person named in this Target's Statement with their consent nor any person involved in the preparation of this Target's Statement makes any representation or warranty, express or implied, as to the accuracy or completeness of such information and none of them takes any responsibility for that information.

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IMPORTANT INFORMATION ................................................................................................................ 2	IMPORTANT INFORMATION ................................................................................................................ 2
KEY	DATES ............................................................................................................................................ 5
GENESIS CORPORATE DIRECTORY .................................................................................................. 5
CHAIRMAN'S LETTER .......................................................................................................................... 6
1.	Directors' recommendation and reasons .............................................................................. 7
2.	Frequently Asked Questions ................................................................................................ 10
3.	Your choices as a Genesis Shareholder.............................................................................. 13
4.	Information on Genesis ......................................................................................................... 14
5.	Information about Blumont ................................................................................................... 18
6.	Summary of the Offer and other important issues ............................................................. 19
7.	Additional Information ........................................................................................................... 25
8.	Glossary .................................................................................................................................. 29

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KEY DATES

Announcement of Offer	24 January 2014
Date of Bidder's Statement	21 March 2014
Offer Period commences	24 March 2014
Date of First Supplementary Bidder’s Statement	4 April 2014
Variation of Offer and date of Second Supplementary Bidder’s Statement	22 April 2014
Date of Target’s Statement	23 April 2014
Offer becomes unconditional*	See section 6.3
Close of Offer Period (unless withdrawn or extended)	24 September 2014

Blumont has stated in the Bidder's Statement that the Offer condition that requires Blumont shareholder approval "may take at least six months" to be satisfied

GENESIS CORPORATE DIRECTORY

Directors

Mr Eddie Lung Yiu Pang (Executive Chairman) Mr Alex Hooi-Kiang Lim (Non-Executive Director) Mr Patrick John Volpe (Non-Executive Director) Mr Deric Wee (Non-Executive Director) Mr John Zee (Non-Executive Director)

Principal Place of Business

Level 1 61 Spring Street Melbourne VIC 3000 Telephone: +61 3 9286 7500 Facsimile: +61 3 9662 1472

Company Secretary

Ms Sophie Karzis

Website

www.genesisresourcesltd.com.au

Legal adviser

HWL Ebsworth Lawyers Level 26 530 Collins Street Melbourne VIC 3000

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CHAIRMAN'S LETTER

Dear Genesis Shareholder,

On 24 January 2014, Blumont Group Ltd ( Blumont ) and Genesis reached an agreement and both announced that Blumont intended to make an off-market takeover offer to acquire all the issued shares of Genesis. Your Genesis Directors ( Directors ) entered the agreement to encourage and facilitate the takeover offer ( Offer ) for the same reasons that they recommend that you accept the Offer, as set out in this Target’s Statement.

Blumont is now offering 9.5 Blumont Shares for every 2 Genesis Shares currently on issue and for any that are issued upon exercise of an option during the bid period.

The announced offer[1] implied a price of 16.9 Australian cents per Genesis Share (based on Blumont's share price and the applicable exchange rate) and a total market value for Genesis of A$32.5 million on the day of the announcement. The implied offer price at announcement represented an 87% premium to the then prevailing market price.

Movements in share prices and exchange rates and the increase in the Offer Price since the announcement have resulted an implied Offer Price as at 18 April 2014 of around 13.8 Australian cents, a premium of approximately 69% above the most recent three month volume weighted average price of Genesis Shares (of 8.16 cents). While the premium is currently lower than the premium at announcement, any increase in the Blumont share price should see the premium increase.

Your Directors unanimously recommend that in the absence of a superior proposal you ACCEPT the Offer for all of your Genesis Shares.

In recommending that you ACCEPT the Offer in the absence of a superior proposal, the Directors believe that a successful takeover offer would be good for both Genesis and for shareholders because it should:

establish a higher market value for Genesis’ assets;
give Genesis shareholders who accept the offer a more liquid and more valuable marketable security;
give Genesis the resources of a parent company and a stronger prospect of raising sufficient working capital;
increase the prospect of Genesis’ mineral assets being more fully developed and exploited.

The Directors intend to ACCEPT the Offer in respect of any Genesis Shares that they own, in the absence of a superior proposal.

The Directors recommend that you consider accepting the Offer as close as reasonably possible to the close of the Offer (being 24 September 2014 unless extended) so as to retain the ability to participate any superior proposal, should one emerge. The appropriate time for acceptance might be when Blumont shareholder approval is obtained and that condition to the Offer has been satisfied .

You are encouraged to read the Bidder's Statement, the two Supplementary Bidder’s Statements and this Target's Statement in full and to consider the Offer having regard to your personal circumstances.

We also encourage you to seek your own independent financial, legal and taxation advice prior to deciding whether to accept the Offer.

We will continue to keep you informed of all material developments relating to the Offer. You should carefully monitor the ASX platform for any further announcements from the Directors.

Yours sincerely,

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Eddie Pang Executive Chairman

1 At the date of announcement the offer price was 5.3 for 2, but that was increased to 9.5 for 2 on 22 April 2014

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1. Directors' recommendation and reasons

Your Directors unanimously recommend that in the absence of a superior proposal you ACCEPT the Offer for all of your Genesis Shares.

Reasons provided by the Directors

Reasons for ACCEPT recommendation from the company’s perspective

A successful takeover offer would be good for Genesis because it would:

establish a higher market value for Genesis’ assets;
give Genesis shareholders who accept the offer a more liquid and more valuable marketable security;
give Genesis the resources of a parent company and a stronger prospect of raising sufficient working capital; and
increase the prospect of Genesis’ mineral assets being more fully developed and exploited.

The takeover offer creates three possible outcomes for each Genesis shareholder - the continued holding of Genesis Shares, the ongoing holding of Blumont Shares or the short term holding of Blumont Shares pending sale of them through the SGX. Which of those three outcomes occurs for any particular shareholder will be affected by factors other than the actions of the shareholder themselves. Those factors include whether there are sufficient acceptances for the takeover to proceed and whether there are sufficient acceptances for compulsory acquisition to occur. Acceptance of the Offer by each shareholder will increase the level of acceptances and increase the prospects of both the takeover proceeding and of compulsory acquisition occurring, affecting all shareholders.

Reasons for recommendation to YOU as shareholders to ACCEPT

The Directors have recommended that you accept the Offer because the takeover proceeding would be both good for Genesis (as explained above) and good for you (for one or all of the reasons which follow).

1. The Offer represents a good value for your shares[2]

An implied value of 16.9 cents as at announcement and approximately 13.8 cents as at the date of this Target’s Statement;
The revised Offer Price has been struck while the Blumont share price is depressed, so there is upside potential – a recovery in the Blumont share price will deliver greater value for your shares;
An increased value of your Genesis stake is unlikely to be sustained if the takeover does not proceed;
Realisation of your Genesis investment, if desired, should be more lucrative if your Genesis Shares are replaced by Blumont Shares;
The Genesis share price could decline if the takeover offer does not proceed.

2. The liquidity of your investment will increase

Blumont Shares are more liquid than Genesis Shares;
Realisation of your Genesis investment, if desired, should be easier if your Genesis Shares are replaced by Blumont Shares.

2 The Directors can change their recommendation if, in their judgment, there is a materially adverse change in the net benefits of the takeover bid proceeding - see section 7.2

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3. Genesis has a brighter future

If Blumont becomes a majority shareholder it has a powerful incentive to bring its skills and resources to Genesis and to use its market power to raise capital or debt finance for Genesis, which is needed to more fully develop and exploit Genesis’ mineral assets.

4. There is no superior proposal

No alternative offer has been forthcoming since Blumont’s January announcement and none is likely to emerge;
The option of remaining un-acquired leaves Genesis with a more difficult continuing task of raising much needed capital or debt finance.

5. There are risks if the takeover does not proceed

If the takeover does not proceed Genesis will have a more difficult continuing task of raising much needed capital or debt finance.

6. If you seek diversification - You will diversify your investment

Accepting the Offer will achieve diversification to a wider range of resource investments and other investments while retaining an exposure to your existing interest in Genesis resource activities (and do so without sale costs);
If enough other shareholders accept so as to trigger CGT roll-over relief, you might diversify without tax becoming payable which might be the case if you sell Genesis Shares to buy other marketable securities.

7. If you are concerned about being a minority shareholder – Your concerns should reduce

Acceptance will make you ‘part of’ the majority shareholder in Genesis, rather than being exposed to the risks of remaining a minority shareholder, because the takeover may proceed even if you do not accept.

Although it is not necessarily a reason for you to accept the Offer, the directors note that there is an increased prospect of CGT roll-over relief for all accepting offerees if you accept the Offer (because the total acceptances are more likely to reach 80% - see section 1.1 and Annexure C of the Bidder’s Statement).

You should consider these reasons and weigh them against possible disadvantages for you.

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Other considerations

Disadvantages of the Offer

The following may be disadvantages of the Offer for some or all shareholders, regardless of the merits of the Offer. Each shareholder needs to weigh up the extent to which each of the following is relevant to their overall assessment of the net benefit or detriment in their circumstances. Each possible disadvantage does not necessarily imply or suggest a particular course of action for each shareholder.

You may lose direct exposure to your current interest in Genesis’ assets
You may face tax consequences (see Annexures C and D of the Bidder’s Statement)
You may be more exposed to foreign currency exchange risk
You may have less influence over the future management of your investment
The value of Blumont Shares may fall for reasons unrelated to the status or performance of Genesis
Sale of shares in a SGX listed company by an Australian resident may be more difficult to organise than sale of shares in an ASX listed company
You may lose your ability to deal in your existing Genesis Shares
You will be unable to sell or transfer your investment for a period of time if you accept the Offer (see section 6.4 of this document)
Genesis may cease to be listed on the ASX if Blumont becomes entitled to more than 50% but less than 90% of Genesis Shares
You will have a delay in realising the value of your investment if you do not accept but compulsory acquisition occurs
You will become subject to Singaporean investor protection law rather than Australian law if you become a Blumont shareholder
The Offer is subject to a variety of conditions (see section 6.3 of this document and section 11.5 of the Bidder’s Statement) involving exposure to risks outside Genesis’ control including the actions of governments, the level of acceptances, Blumont shareholder approval and movements in the Blumont share price
At the time of acceptance you may not know if the takeover will proceed

Shareholders should also review the risk factors identified in section 9 of the Bidder’s Statement.

Any Genesis shareholder considering retaining their Genesis Shares should also be aware that Blumont has stated that its present intention is that, if it becomes entitled to do so under the Corporations Act, it will proceed with the compulsory acquisition of any outstanding Genesis Shares and seek to delist Genesis from the ASX. It has also stated that in certain circumstances it will seek a delisting if Genesis remains a partly owned subsidiary at the end of the Offer Period. The circumstances under which Blumont would be likely to obtain approval for a delisting are set out in section 6.8 of this Target's Statement.

In considering whether to accept or reject the Offer, the Directors encourage you to:

read the whole of this Target’s Statement and the Bidder’s Statement together with the First and Second Supplementary Bidder’s Statements;
have regard to your individual risk-reward profile, portfolio strategy, tax position and financial circumstances;
consider the desirable timing of any acceptance;
obtain financial advice from your own broker or financial adviser regarding the Offer and obtain taxation advice on the effects of accepting the Offer.

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2. Frequently Asked Questions

This section answers some frequently asked questions about the Offer. It is not intended to address all issues relevant to Genesis Shareholders. This section should be read together with all other parts of this Target’s Statement.

Question	Answer
Who is the bidder?	Blumont Group Ltd, a SGX listed company incorporated in
	Singapore. Please refer to section 5 for further information on
	Blumont.
Who is the target?	Genesis Resources Limited, ACN 114 787 469. Please refer to
	section 4 for further information on Genesis.
What is the Offer?	Blumont is making an offer under its off-market takeover bid to
	acquire all of your Genesis Shares on the terms and conditions
	set out in Section 11 of the Bidder’s Statement.
What is Blumont offering	Blumont is offering 9.5 Blumont Shares for every 2 Genesis
for my Genesis Shares?	Shares (Offer Price).
Can Blumont increase the	Yes.
Offer Price?
What choices do I have	As a Genesis Shareholder, you can:
as a Genesis Shareholder?	(a) accept the Offer for all of the Genesis Shares you hold;
	(b) sell your Genesis Shares (unless you have previously
	accepted the Offer for those Genesis Shares); or
	(c) reject the Offer by doing nothing.
	You also have a choice as to how soon you make a decision.
	A detailed explanation as to the choices available to Genesis
	Shareholders in regard to the Offer is set out in section 3.
What do the Directors	Your Directors recommend that you ACCEPT the Offer in the
recommend?	absence of a superior proposal.
	The reasons for your Directors' recommendation are set out in
	section 1.
	The Directors can change their recommendation if, in their
	judgment, there is a materially adverse change in the net
	benefits of the takeover bid proceeding - see section 7.2
What do the Directors	Your Directors intends to accept the Offer in respect of all the
intend to do with their	Genesis Shares they own in the absence of a superior proposal.
Genesis Shares?
What is this Target’s	This document is the Target’s Statement and is Genesis's
Statement?	formal response to the Offer. It includes the recommendation of
	the Directors in relation to the Offer.
What is the Bidder's	The Bidder’s Statement is the document containing, among
Statement?	other things, the terms of the Offer. There is also a First and a
	Second Supplementary Bidder’s Statement. The second varied
	the Offer Price.

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Question	Answer
How do I reject the Offer?	To reject the Offer you should do nothing.
	If you decide to do nothing, you should be aware of the rights of
	Blumont to compulsorily acquire your Genesis Shares in certain
	circumstances. See section 6.5 for more information on
	compulsory acquisition.
How do I accept the	Details are set out in section 3 of the Bidder's Statement.
Offer?
What happens if I do	If you do not accept the Offer, you will remain a holder of your
nothing and therefore do	Genesis Shares.
not accept the Offer	However, if Blumont acquires a relevant interest in at least 90%
	of all Genesis Shares before the end of the Offer Period,
	Blumont currently intends to compulsorily acquire all Genesis
	Shares which have not been acquired by Blumont.
	If compulsory acquisition occurs, you will be paid the Offer Price
	at the conclusion of the compulsory acquisition process. Please
	be aware that, in such circumstances, you will receive the Offer
	Price later than if you had accepted the Offer prior to the end of
	the Offer Period.
If I accept the Offer now,	No. Under the terms of the Offer, you cannot withdraw your
can I withdraw my	acceptance (but see section 6.4).
acceptance?	Further, if you accept the Offer now, you will not be able to sell
	your Genesis Shares on ASX or to any other bidder that may
	make a takeover bid (the Genesis Directors are not presently
	aware of any other possible takeover bid), or deal with your
	Genesis Shares in any other manner while the Offer remains
	open.
	GIVEN THE CONDITIONS ATTACHING TO THE OFFER,
	THIS COULD BE A VERY LONG TIME, POSSIBLY SIX
	MONTHS OR MORE
If I accept the Offer, when	If you validly accept the Offer and provide all necessary
will I receive the Offer	documents at the time of that acceptance, you will be paid the
Price?	Offer Price within one month after the later of the Offer
	becoming unconditional and receipt by Blumont of your valid
	Acceptance Form.
When do I have to decide	If you wish to accept the Offer, you need to do so before the
what to do?	Closing Date, which is currently 7:00pm AEST on 24 September
	2014, unless extended (see section 6.2).
What are the tax	You should consult a financial, tax or other professional adviser
implications of	on the tax implications of acceptance. Some general comments
acceptance?	are offered in Annexures C and D of the Bidder’s Statement.
Do I pay brokerage fees	You will not pay any brokerage fees or stamp duty on the
or stamp duty if I accept?	disposal of your Genesis Shares if you accept the Offer.
Can Blumont extend the	Yes. Subject to the requirements of the Corporations Act, the
Offer Period?	Offer Period can be extended at Blumont’s election at any time
	before the end of the Offer Period. ASIC will be sent written
	notice of any extension and any extension will also be
	announced to ASX.

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Question	Answer
What happens if Blumont	In the absence of a competing proposal Blumont is highly
increases the Offer	unlikely to increase the Offer Price. However, if a competing
Price?	proposal is made and Blumont does increase the Offer Price, all
	Genesis Shareholders who accept the Offer (whether before or
	after the increase in Offer Price is announced) will be entitled to
	receive the increased Offer Price.
Are there any conditions	Yes. See section 6.3 of this Target's Statement for an overview
to the Offer?	and section 11 of the Bidder's Statement where all the
	conditions to the Offer are listed.
Can Blumont withdraw	Blumont may not withdraw the Offer without the written consent
the Offer?	of ASIC.
Can I be forced to sell my	You cannot be forced to sell your Genesis Shares unless
Genesis Shares?	Blumont acquires a relevant interest in at least 90% of all
	Genesis Shares during, or at the end of, the Offer Period and
	proceeds to compulsory acquire your Genesis Shares under the
	Corporations Act.
	If that happens, you will be paid the last price offered by
	Blumont for Genesis Shares under the Offer before compulsory
	acquisition commences, however you will receive payment later
	than Genesis Shareholders who accepted the Offer.
	See section 6.5 for further details.
Will Genesis remain	This depends on the outcome of the Offer.
listed on ASX?	Blumont’s stated intention is that if, at the end of the Offer
	Period, it has a relevant interest in at least 90% of all Genesis
	Shares it will proceed to compulsorily acquire the outstanding
	Genesis Shares and request that Genesis be delisted from ASX
	at the conclusion of the compulsory acquisition process (see
	section 8.3 of the Bidder's Statement).
	Blumont has also indicated that if, at the end of the Offer Period,
	it has a relevant interest in more than 50% but less than 90% of
	all Genesis Shares and, as a result of the Offer or otherwise,
	Genesis has only a small number of remaining shareholders
	that do not satisfy the ASX spread requirement, it intends to
	apply for Genesis to be delisted from ASX (see sections 2.6 and
	8.4 of the Bidder's Statement for further details).
	Depending on the circumstances after the close of the Offer,
	ASX may require that the delisting of Genesis be approved by
	Genesis Shareholders. See section 6.8 for further details.
What if I require further	Call Ms Sophie Karzis on 03 9286 7500 from within Australia or
information?	on telephone +61 3 9286 7500 from outside Australia between
	9am and 5pm AEST Monday to Friday.

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3. Your choices as a Genesis Shareholder

3.1 Alternatives for Genesis Shareholders

Genesis encourages you to consider your personal risk profile, investment strategy, tax position and financial circumstances before making any decision in relation to whether or not, and if so when, you should reject or accept the Offer in respect of all your Genesis Shares.

As a Genesis Shareholder, you currently have three choices available to you[3] .

What happens if:	Blumont becomes entitled to compulsorily acquire your Genesis Shares following the end of the Offer	Blumont does not become entitled to compulsorily acquire your Genesis Shares following the end of the Offer

You reject the Offer by taking no action	Blumont will not be able to acquire your Genesis Shares unless Blumont and its Associates hold at least 90% of the Genesis Shares at the end of the Offer Period. In this event, Blumont will become entitled to compulsorily acquire those Genesis Shares that it does not already own (see section 6.5 for further information regarding compulsory acquisition).	You will continue to hold your Genesis Shares. You also have the ability to sell those Genesis Shares.
You accept the Offer	You will receive Blumont Shares in exchange for your Genesis Shares if the Offer becomes unconditional. This is expected to take at least 6 months to occur.	You will receive Blumont Shares in exchange for your Genesis Shares if the Offer becomes unconditional. This is expected to take at least 6 months to occur.
You sell your Genesis Shares	You could receive a cash amount equivalent to the prevailing market value of your Genesis Shares, less any brokerage or other fees. You will not receive any payment under the Offer and you cannot participate in the Offer.	You could receive a cash amount equivalent to the prevailing market value of your Genesis Shares, less any brokerage or other fees. You will not receive any payment under the Offer and you cannot participate in the Offer.

3.2 Timing of your decision

You have a choice, if you decide to accept the Offer, whether to lodge your Acceptance Form immediately or at some later time before the Closing Date. You should be aware that the Offer is conditional and that Blumont expects that it will be at least six months before a major condition is satisfied (see section 6.3). You would be unable to sell either your Genesis Shares or any resulting new Blumont Shares in the period between lodging your Acceptance Form and some time after the close of the Offer.

3 Other than ineligible foreign shareholders, who should see section 11.19 of the Bidder’s Statement

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4. Information on Genesis

4.1 Introduction and history

Genesis was listed on ASX in 2009. Genesis is a mineral exploration and development company committed to the creation of shareholder value through successful mineral exploration and development. Genesis aims to discover economic mineral reserves through cost efficient exploration and joint ventures with reputable partners with the ultimate goal of discovering and developing mineral reserves and becoming an established mining company.

Genesis has with a portfolio of quality gold, iron, manganese, uranium and base metal (copperzinc-silver) projects in the highly prospective Proterozoic and Phanerozoic metallogenic provinces of northern and central Australia. It holds seven exploration licences covering more than 1,136 square kilometres in Queensland and the Northern Territory of Australia and has an interest in the Plavica Project in the Republic of Macedonia. The list of exploration projects is set out in section 7.2 of the Bidder’s Statement.

4.2 Capital structure of Genesis

As at the date of this Target’s Statement, Genesis’s capital structure comprises 165,752,564 Genesis Shares and 26,535,376 unlisted options.

For details of Genesis's substantial shareholders as at the date of this Target's Statement, see section 7.2.

4.3 Financial information

A summary of the audited consolidated financial statements of Genesis for its financial years ended 30 June 2013 and 30 June 2012 is as follows:

	FY2013 A$ FY2012 A$

Consolidated Statement of Comprehensive Income
Results from operating activities Net finance income Loss before tax Income tax expense Loss for the year Other comprehensive loss, net of tax Total comprehensive loss	(1,891,159) (823,862) 96,094 22,744 (1,765,065) (801,118) - (134,194) (1,795,065) (935,312) 66,873 (291,061)
	(1,728,192) (1,226,373)
Consolidated Statement of Financial Position
Total current assets Total non-current assets Total assets Total current liabilities Total liabilities	1,323,485 858,408 8,444,821 3,408,819
	9,768,306 4,267,227 (1,786,790) (197,831)
	(1,786,790) (197,831)
Net Assets	7,981,516 4,069,396

In recent years Genesis successfully raised capital (approximately $8 million) on a number of occasions, through four placements of shares to sophisticated investors, and one pro-rata nonrenounceable rights issue. Details of those capital raisings are as follows:

In August 2012, Genesis completed a placement of 11,863,548 shares to a strategic investor at an issue price of $0.12 per share. Genesis raised $1,423,625 under this placement.
In November 2012, Genesis successfully completed a 1-for-3 pro-rata non-renounceable fully underwritten rights issue at an issue price of $0.09 per share. Genesis raised $2,740,000 under the rights issue through the issue of 30,949,891 shares.

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In December 2012, Genesis raised a further $1,800,000 through a placement of 18,000,000 shares to a number of sophisticated investors at an issue price of $0.10 per share.
In July 2013, Genesis raised a further $1,259,846 through a placement of 13,988,290 shares to a strategic investor at an issue price of $0.09 per share.
In January 2014, Genesis completed a placement of 11,764,706 shares to a strategic investor at an issue price of $0.085 per share. The company raised $1,000,000 under this placement.

The proceeds of the fund raisings have been applied to provide general working capital for the company as well as to enable Genesis to focus on its Plavica Project.

Since 30 June 2013, Genesis has put in place two loan facilities. The first, for $3 million, was arranged in September 2013 with an initial drawing of $1 million followed by a further drawing of $1 million in March 2014, both drawings at 8% per annum interest and repayable in September 2014. The second, for $2 million, was arranged in October 2013 with progressive drawings commencing in November 2013 at 10% per annum interest and repayable in November 2014. Drawings under the second facility stood at $2 million at 31 December 2013 and are currently unchanged. In the case of each facility Genesis can agree a conversion of the amounts outstanding at maturity instead of repayment.

Exploration and corporate operations between 1 July 2013 and 31 December 2013 resulted in a loss ("total comprehensive loss", in the language of the audit-reviewed financial statements) of $1,349,236. At 31 December 2013 consolidated total assets were $13,853,887 and net assets were $7,801,703. Total consolidated current assets were $747,315 and total consolidated current liabilities were $6,052,184. Consolidated cash and cash equivalents were $684,628.

Since 1 January 2014 Genesis has raised $1 million in equity (see above) and has drawn down $1 million under the loan facilities (see above). Expenditure has continued on corporate operations and important developments in the Plavica Project. As at 17 April 2014 Genesis Group has approximately $666,305 in cash and cash equivalents, and has a further $1 million available to be drawn by way of loan.

Copies of the various reports and ASX announcements of Genesis (including the report for the half-year ended 31 December 2013 and the quarterly reports for September to December 2013) can be found on Genesis' website at www.genesisresourcesltd.com.au. The reports also contain details of Genesis' accounting policies and the notes and assumptions that accompany the financial statements. If you would like to receive a copy of any of these documents, please contact Genesis on +61 3 9286 7500 between 9.00am to 5.00pm (AEST) Monday to Friday.

Genesis Directors

The Genesis Directors as at the date of this Target's Statement are listed below. Details of their relevant interests in Genesis Shares as at the date of this Target's Statement are set out in section 7.3.

(a) Mr Eddie Pang – Eddie Pang was appointed to the Board on 6 March 2009 and became Executive Chairman on 1 December 2013. He operates a trading business based in Shanghai which has a focus on supplying the Chinese market with products such as Australian wool and wine, Chilean iron ore, cathode copper and timber; marketing of Chinese building materials to Vietnam and the United Arab Emirates; and supplying Chinese chemicals to pharmaceutical facilities in Canada and the United Arab Emirates.
(b) Mr Alex Lim – Alex Lim graduated from Monash University with a Bachelor of Arts degree, and is a former independent director of Berjaya Media Bhd (formerly known as Nex News Bhd). Mr Lim has a number of business interests, including interests in the insurance sector. Alex has been a Genesis Non-Executive Director from 26 November 2012.

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(c) Mr Patrick Volpe – Patrick Volpe has 12 years experience in the stockbroking industry after holding management positions with the National Australia Bank Ltd, Ansett Transport Industries Ltd and Pacific Dunlop Limited. Patrick is currently Chairman of ASX-listed companies Botswana Metals Limited and Cardia Bioplastics Limited, and nonexecutive director of Cohiba Minerals Limited. In the previous three years, Patrick has also been a director of A-Cap Resources Limited. Patrick has been a Genesis NonExecutive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013.
(d) Mr Deric Wee – Deric Wee has been involved in the financial services industry since 1989 as a stockbroker and investment banker. Deric worked within well-established financial services companies which are part of financial and banking conglomerates in Malaysia. Deric has been a Genesis Non-Executive Director from 11 December 2009 to 26 November 2012, and from 16 January 2013.
(e) Mr John Zee – John Zee has worked in the financial services industry in stockbroking, corporate advisory and capital raisings in Australia for over 30 years. His expertise in deal structuring and capital raisings for start-ups or enterprises in their various lifecycles is well-known. His current roles include serving as the responsible manager for Foxfire Capital AFSL 390210 in the provision of financial services in securities dealing and corporate advisory. These roles have included an extensive amount of customer contact. He has a well-established extensive network of investors across Asia for the purpose of introducing investment opportunities and corporate transactions. John has been a Genesis Non-Executive Director from 11 May 2012 to 26 November 2012, and from 16 January 2013.
4.5 Key management personnel

The following people are key management personnel (excluding Genesis Directors) of the Genesis Group at the date of this Target's Statement:

(a) Ms Sophie Karzis (Company Secretary) – Ms Sophie Karzis is a practicing lawyer with over 15 years' experience as a corporate and commercial lawyer, and company secretary and general counsel for a number of private and public companies. Sophie is the principal of Corporate Counsel, a corporate law practice with a focus on equity capital markets, mergers and acquisitions, corporate governance for ASX-listed entities, as well as the more general aspects of corporate and commercial law. Sophie is currently the company secretary of a number of ASX-listed and unlisted entities, and is a member of the Law Institute of Victoria and of Chartered Secretaries Australia.
(b) Ms Patricia Wong (Chief Financial Officer) – Ms Wong is a Certified Practising Accountant of CPA Australia Limited and a Fellow of the Institute of Public Accountants, Australia. Patricia is also an associate member of the Chartered Institute of Management Accountants (UK) and Institute of Chartered Secretaries and Administrators (UK).
(c) Mr James Patterson (Exploration Manager (Australia)) - James is a geologist with over 20 years’ exploration experience, primarily in gold and copper-gold systems. He has worked with several successful exploration companies such as Delta Gold, Newmont, Oxiana and MMG. He has worked in Australia, Asia, The Pacific Islands and Eastern Europe. His last role was as Country Exploration Manager with Rio Tinto in Laos. He is a Member of the Australian Institute of Geoscientists (AIG).
4.6

Update on Plavica Project

As at the date of this Target's Statement, the Directors are reasonably satisfied with the progress of the Plavica Project. The final feasibility study has been completed and was submitted to Genesis' joint venture partner before the end of March, pursuant to the joint venture agreement. Genesis expects that the requirements of the Macedonian mining regulatory body, the Ministry of Economy, will be satisfied and Genesis has no reason to doubt that the 30 year exploitation licence that is being sought will be issued in accordance with the normal course of such events.

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Genesis' joint venture partner is aware of the Offer and, as far as Genesis is aware, is not concerned by the prospect of Blumont becoming a majority or 100% shareholder in Genesis.

4.7 Effects of a change of control

A change of control of Genesis, such as Blumont becoming a majority shareholder, will not have a material adverse effect under the terms of material agreements to which Genesis is a party.

The Directors do not anticipate that Blumont becoming a majority shareholder will materially adversely affect Genesis’ relationship with any current business partner or contractor.

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5. Information about Blumont

5.1 Overview of Blumont

Blumont is a Singapore investment holding company. Since late 2012, Blumont has embarked on a new strategy to focus on diversified mineral and energy resources assets across geographies and has been actively pursuing and acquiring new investment opportunities in this sector. It has taken stakes or is in the process of taking stakes in various projects in thermal and coking coal, copper, lead, zinc, silver and uranium.

Blumont's legacy businesses include an investment holding division which makes investments in transferable securities including, but not limited to, marketable shares, warrants and debentures. The sterilisation division provides contract sterilisation and polymerisation services to various industries. The property division is engaged in the development, sale and long-term holding of properties for rental and property-related income.

See sections 4, 5 and 6 of the Bidder’s Statement for information about Blumont, its activities and its financial affairs.

5.2 Risks of a shareholding in Blumont

Sections 9.3 and 9.4 of the Bidder's Statement set out information about the risks of a shareholding in Blumont. You should read those sections carefully.

The Directors draw your attention to the following risks in particular:

Blumont needs to refinance A$14.98 million of borrowings by 23 June 2014 (see sections 6.5, 9.3 and 12.12(b) of the Bidder's Statement).
Blumont's current assets were approximately A$26.6 million as at 31 December 2013 and Blumont then had approximately A$5.6 million in trade and other payables (see Table A in section 6.1 of the Bidder's Statement).
Blumont is engaged in another off-market scrip takeover bid, for Merlin Diamonds Limited (ASX: MED), which may or may not occur and may or may not add value to Blumont, which has implications for the reasonableness of its dilutive effect (see sections 4.6(b), 9.3, 12.12(a) of the Bidder's Statement).
Blumont's share price has been volatile and more recently affected by poor market sentiment (see sections 5.9 and 9.2 of the Bidder's Statement and the First and Second Supplementary Bidder’s Statements).

These factors may be more relevant given that Blumont Shares might not be issued to accepting offerees until September 2014 or possibly later if the Offer is extended.

The Directors can change their recommendation if, in their judgment, there is a materially adverse change in the net benefits of the takeover bid proceeding - see section 7.2.

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6. Summary of the Offer and other important issues

6.1 Summary of the Offer

The following is a summary only of the key terms of the Offer. The complete terms of the Offer are set out in section 11 of the Bidder's Statement as varied by the Second Supplementary Bidder’s Statement.

Blumont is offering to acquire all Genesis Shares.

The Offer is to acquire all your Genesis Shares, including any cash or non-cash rights attaching to them. You may only accept the Offer for all of the Genesis Shares that you hold. You cannot accept the Offer for only some of the Genesis Shares that you hold.

The varied Offer made by Blumont is for 9.5 Blumont Shares for every 2 Genesis Shares that you hold. Any fractional entitlement will be rounded up to the nearest whole number of Blumont Shares.

The Offer is conditional (see section 6.3) and your acceptance would only result in an issue of Blumont Shares to you if the Offer becomes unconditional.

6.2 Offer Period

The Offer will be open from 24 March 2014 until 24 September 2014, unless extended

If, within the last 7 days of the Offer Period, the Offer Price is varied to improve the Offer Price the Offer Period will be extended automatically so that it ends 14 days after that event.

6.3 Conditions to the Offer

The Offer is subject to a number of conditions that are set out in section 11.5 of the Bidder's Statement.

Blumont has stated that one of them, the Offer condition that requires Blumont shareholder approval, "may take at least six months" to be satisfied.

The Offer conditions include:

Minimum acceptance, so that Blumont acquires a relevant interest in at least 50.1% of all Genesis Shares;
No adverse governmental decisions or actions;
No material adverse change to Genesis and its mining interests (as defined);
No fall of the rolling 5 day volume weighted average price of Blumont shares below S$0.0272 (Singapore currency);
Shareholder approval by Blumont shareholders at an extraordinary general meeting.

There are other conditions that involve matters within the control of Genesis, and Genesis will endeavour to ensure that such conditions remain satisfied.

6.4 Effect of acceptance and rights of withdrawal

Accepting the Offer would:

(a) prevent you from accepting any higher takeover bid for your Genesis Shares that may be made by a third party or any alternative transaction proposal; and
(b) prevent you from selling your Genesis Shares.

If you accept soon after the Offer opens, the length of time during which you are prevented from selling your Genesis Shares or any resulting new Blumont Shares would be very long, possibly 6 months.

If you accept the Offer, you do not have a right to withdraw your acceptance (unless the Offer Period is extended by one month or more in certain circumstances).

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The effect of acceptance of the Offer is set out in more detail in sections 11.10 to 11.19 of the Bidder's Statement. You should read those provisions in full to understand the effect that acceptance will have on your ability to exercise the rights attaching to your Genesis Shares and the representations and warranties that you are deemed to give to Blumont by accepting the Offer.

6.5 Compulsory acquisition

Blumont has stated in section 8.3 of the Bidder's Statement that it intends to compulsorily acquire all Genesis Shares under the Corporations Act if it becomes entitled to do so.

Blumont will be entitled to compulsorily acquire all outstanding Genesis Shares at the Offer Price if, by the end of the Offer Period, it has acquired a relevant interest in at least 90% (in number) of Genesis Shares and has acquired at least 75% (in number) of Genesis Shares which Blumont offered to acquire under the Offer.

Compulsory acquisition is commenced by lodging a compulsory acquisition notice with ASIC and sending the notice to ASX and all remaining Genesis Shareholders who did not accept the Offer. Genesis Shareholders have statutory rights to challenge compulsory acquisition. However, if Blumont establishes to the satisfaction of a court that the consideration being offered for the shares sought to be compulsorily acquired represents fair value, the court must approve the compulsory acquisition on those terms. Genesis Shareholders should be aware that if their Genesis Shares are compulsorily acquired, they are not likely to receive the Offer Price until at least one month after the compulsory acquisition notice is issued by Blumont.

6.6 Consequences of Blumont acquiring less than 90% of the Genesis Shares

In sections 8.4 and 8.5 of the Bidder's Statement, Blumont sets out its intentions if it acquires less than 90% of Genesis Shares at the end of the Offer Period.

If Blumont acquires more than 50% but less than 90% of Genesis Shares, those Genesis Shareholders who do not accept the Offer for their Genesis Shares will become minority Genesis Shareholders. This has a number of possible implications, including:

(a) Blumont will be in a position to cast the majority of votes at a general meeting of Genesis. This will enable it to control the composition of the Genesis Board and senior management, and control the strategic direction of the businesses of Genesis and its subsidiaries, subject to the fiduciary duties of the newly constituted Genesis Board and limitations under the Corporations Act and the ASX Listing Rules; and
(b) it is possible that, even if Blumont is not entitled to proceed to compulsory acquisition of minority shareholdings in Genesis after the end of the Offer Period under Part 6A.1 of the Corporations Act, it may subsequently become entitled to exercise rights of general compulsory acquisition under Part 6A.2 of the Corporations Act. For example, this may occur as a result of acquisitions of Genesis Shares in reliance on the ‘3% creep’ exception in item 9 of section 611 of the Corporations Act.

6.7 Risk factors if you do not accept the Offer

A number of specific risk factors that may impact the business strategies, future performance and financial position of Genesis and its controlled entities are described below. It is not possible to identify every risk that could affect Genesis’ business, and while Genesis implements risk mitigation measures to the extent possible, actions taken by Genesis to mitigate the risks described below cannot provide absolute assurance that a risk will not materialise.

Before you decide whether to accept the Offer, you should read this Target's Statement in its entirety and carefully consider the following risk factors. You should also have regard to your own investment objectives and financial circumstances.

Specific risk factors relating to Genesis

These include, and may not be limited, the following:

(a) Plavica Project interest – Genesis does not currently have a legal or beneficial interest in the seven concession licences that relate to the Plavica Project. Instead, Genesis has

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a contractual right pursuant to a joint venture agreement entered into with its Macedonian joint venture partner Sileks to acquire a 62% legal and beneficial interest in the concession licences upon completion of final feasibility study ( FFS ) for the project. Further, the seven exploration tenements which comprise the Plavica Project expire on 19 April 2014, by which time Genesis is required to complete the FFS in order to acquire its 62% legal and beneficial interest in the concession licences. There is accordingly a risk that Genesis may incur delays in completing all the FFS by April 2014, which may result in Genesis being unable to obtain legal or beneficial interest for all seven tenements. The Directors continue to closely monitor drilling activities and timeframes in this regard, and have been advised that the consultants engaged by Genesis to complete the FFS for the Plavica tenement are complying with the relevant timelines. Accordingly, in the absence of extraordinary circumstances, the Board is confident that Genesis will be in a position to complete the FFS for the Plavica tenement by April 2014 as required.

(b) Additional requirements for capital/going concern – Genesis will require further financing, in particular to advance the Plavica Project, further explore the company’s Australian projects, obtain a bankable feasibility study for the Plavica Project and repay loans. If Genesis is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes. Although the current climate for capital raisings is challenging, Genesis has successfully raised approximately $8 million during recent years. In addition, on 19 September 2013, Genesis successfully secured a $3m loan facility which provided Genesis with immediate access to funds upon draw down as and when required. Given the company’s recent track record in raising both equity and debt capital, the Directors continue to be confident in the company’s ability to raise funds as and when the need arises. However, these material uncertainties do give rise to significant doubt as to whether Genesis can continue as a going concern.

(c) Title risks and native title – Genesis' key project, the Plavica Project, is located in Macedonia. Interests in tenements in Macedonia are governed by legislation and are evidenced by the granting of concession licences. The concession licences in respect of the Plavica Project are currently due to expire on 19 April 2014. Genesis also has an interest in several Australian exploration tenements. These are primarily governed by State-based legislation and are evidenced by the granting of exploration licences. Each exploration licence is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Genesis may lose title to its interest in tenements if licence conditions are not met or if insufficient funds are available to meet expenditure commitments. It is also possible that, in relation to Australian tenements in which Genesis has an interest or will in the future acquire such an interest, there may be areas over which legitimate native title rights exist. If native title rights do exist, the ability of Genesis to gain access to tenements (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations, may be adversely affected. The Directors will closely monitor the potential effect of native title claims involving tenements in which Genesis has or may have an interest .
(d) Sovereign risk – Genesis’ exploration activities are carried out in Australia and Macedonia. As a result, Genesis is subject to political, social, economic and other uncertainties including, but not limited to, changes in policies or the personnel administering them, foreign exchange restrictions, changes of law affecting foreign ownership, currency fluctuations, royalties and tax increases in that country. Other potential issues contributing to uncertainty such as repatriation of income, exploration licensing, environmental protection and government control over mineral properties should also be considered. Potential risk to Genesis’ activities may occur if there are changes to the political, legal and fiscal systems which might affect the ownership and operation of Genesis’ interests in Macedonia. This may also include changes in exchange control systems, expropriation of mining rights, changes in government and in legislative and regulatory regimes.
(e) Joint ventures – The Plavica Project is being developed through a joint venture. In addition, Genesis may wish to develop its other projects or its future projects through joint

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venture arrangements. Any joint ventures entered into by, or interests in joint ventures assigned to, Genesis could be affected by the failure or default of any of the joint venture participants (including Genesis).

(f) Resource and reserve estimates – There is a risk that the mineral resources and ore reserves of Genesis, which are estimated and published on a regular basis by Genesis in accordance with ASX Listing Rules and the JORC Code, are incorrect. If those estimates are materially in excess of the recoverable mineral content of the tenements, the production and financial performance of Genesis would be adversely affected.
(g) Discovery risk – Any discovery by Genesis may not be commercially viable or recoverable: that is no resources within the meaning of the JORC Code may be able to be established and it may be that consequently no reserves can be established.
(h) Government policy and regulation – Changes in legislation, government policy or regulation could also adversely impact the performance of Genesis's business. In addition, if the amount and complexity of applicable legislation, policy or regulation increases, so too may the cost of compliance and the risk of non-compliance by Genesis.
(i) Operational risks – The nature of exploration, mining and mineral processing involves hazards which could result in Genesis incurring uninsured losses and liabilities to third parties, for example arising from pollution, environmental damage or other damage, injury or death. These could include rock falls, flooding, unfavourable ground conditions or seismic activity, ore grades being lower than expected and the physical or metallurgical characteristics of the ore being less amenable to mining or treatment than expected.
(j) Dependence upon key personnel – Genesis depends on the talent and experience of its key management and staff. It is essential that appropriately skilled persons, in sufficient numbers, be available to support the Genesis business. The loss of any number of key personnel may adversely impact the performance of Genesis’s operations.
(k) Taxation – National and state or regional governments may introduce further taxes, duties or other imposts that may have an adverse impact on Genesis. Changes in the tax or superannuation regimes could reduce the relative attractiveness of the services offered by Genesis and this may adversely impact on the levels of business undertaken by Genesis and consequently the financial performance or prospects of Genesis.

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Possible volatility of Genesis Share price

While the Directors are unable to predict the price at which Genesis Shares will trade in the future, the Directors believe that the Share price may fall after the close of the Offer, at least in the short term, if Blumont does not become entitled to compulsorily acquire all outstanding Genesis Shares and no other takeover offer is made for Genesis.

General macroeconomic conditions

As a mineral business located in Australia and Macedonia the performance of Genesis (and its ability to pay dividends) is dependent on the state of the Australian and Macedonian economies, as well as customer and investor confidence and prevailing market conditions. A material downturn in the Australian and/or Macedonian economies could adversely impact future results and could negatively influence the Genesis business.

Genesis also operates in, and to some extent depends on the operation of, global resources markets. A substantial downturn in global investment or financial markets could also negatively impact Genesis’s business (particularly if that downturn resulted in a slow down of the local economy).

A significant change in Genesis’s financial performance or position could impact on its ability to pay dividends in the future.

6.8 ASX Delisting

Blumont’s stated intention is that if, at the end of the Offer Period, it has a relevant interest in at least 90% of all Genesis Shares it will proceed to compulsorily acquire the outstanding Genesis Shares and request that Genesis be delisted from ASX at the conclusion of the compulsory acquisition process (see section 8.3 of the Bidder's Statement).

ASX Guidance Note 33 – Removal of Entities from the ASX Official List ( Guidance Note ), among other things, sets out ASX's views as to the conditions it will typically require to be satisfied before it will act upon a request for removal from ASX following a "successful" takeover bid.

ASX has indicated that it will not usually require shareholder approval to removal where:

(a) the bidder and its related bodies corporate own or control at least 75% of the shares but have not met the conditions for compulsory acquisition under the Corporations Act (in the case of the Offer, as noted in section 6.5 Blumont must acquire a relevant interest in at least 90% of all Genesis Shares before it is entitled to proceed to compulsorily acquire the outstanding Genesis Shares);
(b) excluding the bidder and its related bodies corporate, the number of shareholders having holdings with a value of at least $500 (being a marketable parcel) is fewer than 150;
(c) the bidder foreshadowed in its bidder's statement that it intended, if it secured control, to cause the target to apply for removal;
(d) the takeover bid remained open for at least two weeks following the bidder and its related bodies corporate having attained ownership or control of at least 75% of the shares; and
(e) the target has applied for removal no later than one month after the close of the bid (section 2.10 of the Guidance Note).

The Guidance Note includes statements to the following effect:

where the above conditions have been satisfied, ASX will not usually require shareholder approval to removal because the shareholders "had a reasonable opportunity to sell their shares by accepting the bid after the bidder secured control and

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the target is now at or near the margin where ASX may consider removing the target from the Official List to maintain a sufficient spread of shareholdings"; and.

where the target has been the subject of a takeover bid in the preceding 12 months and the above conditions have not been satisfied, ASX will require shareholder approval to removal - by way of an ordinary resolution in respect of which the bidder and its Associates are excluded from voting.
where more than 12 months have passed since the bid, ASX will generally permit the bidder and its Associates to vote on the removal approval resolution because "sufficient time has elapsed since the bid to remove any inference that the removal is being sought to coerce shareholders into accepting the bid".
6.9

Tax Implications

Annexures C and D of the Bidder’s Statement set out a general overview of the Australian and Singapore tax implications of a Genesis Shareholder accepting the Offer. However, you should not rely on it as advice in respect of your own affairs. It does not deal with the position of all Genesis Shareholders.

You should seek your own independent financial and taxation advice, which takes into account your personal circumstances, before making a decision as to whether or not to accept the Offer for your Genesis Shares.

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7. Additional Information

7.1 Other material information

This Target's Statement is required to include all the information that Genesis Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept or not accept the Offer, but only:

(a) to the extent to which it is reasonable for Genesis Shareholders and their professional advisers to expect to find this information in this Target's Statement; and
(b) if the information is known to any Genesis Director.

The Genesis Directors are of the opinion that the information that Genesis Shareholders and their professional advisers would reasonably require to make an informed assessment whether to accept the Offer is the information contained in:

(a) the Bidder’s Statement as varied by the two Supplementary Bidder’s Statements;
(b) Genesis’s statements to Genesis Shareholders prior to the date of this Target’s Statement (which are available on its website www.genesisresourcesltd.com.au); and
(c) this Target’s Statement.

The Genesis Directors have assumed, for the purposes of preparing this Target’s Statement, that the information in the Bidder’s Statement is accurate (unless they have expressly indicated otherwise in this Target’s Statement). In deciding what information should be included in this Target’s Statement, the Genesis Directors have had regard to the:

(a) nature of the Genesis Shares;
(b) matters that Genesis Shareholders may reasonably be expected to know;
(c) fact that certain matters may reasonably be expected to be known to Genesis Shareholders’ professional advisers; and
(d) the time available to Genesis to prepare this Target’s Statement.

7.2 Takeover Bid Implementation Deed

On 24 January 2014 Genesis and Blumont entered into a Takeover Bid Implementation Deed ( Deed ) in respect of Blumont's Offer. Consistent with the negotiated and recommended nature of Blumont's Offer, the Deed contains certain break fee, exclusivity and matching rights in favour of Blumont. The break fee payable to Blumont is $50,000 (inclusive of any GST). A summary of those provisions and other key terms of the Deed is set out in section 12.1 of the Bidder's Statement. A full copy of the Deed was released by Genesis to the ASX by announcement dated 24 January 2014.

Genesis agreed in the Deed to use best endeavours to procure that each Genesis Director would recommend that Genesis shareholders accept the Offer, and Genesis directors and senior executives would promote the takeover bid, in the absence of a superior proposal that is not matched or exceeded by Blumont. That obligation does not survive a termination of the Deed.

Genesis and Blumont agreed a ‘Deed of Amendment’ to the Deed on 22 April 2014 to reflect the fall in the Blumont share price between January and April 2014, the change in Offer Price and revised circumstances in which the Deed could be terminated by Genesis.

Genesis can terminate the Deed (and thereby facilitate a change in the Directors' recommendations if they so desire) if the rolling 5 day volume weighted average price of Blumont

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shares falls below S$0.0272 (Singapore currency). The Directors do not presently anticipate that they would seek to exercise Genesis' termination rights unless such a share price fall were to occur and in all the circumstances there was a materially adverse change in the net benefits of the takeover bid proceeding.

7.3 Substantial shareholders

Based on the substantial holding notices provided to Genesis as at the date immediately before the date of this Target’s Statement, the substantial holders of Genesis Shares, the number of Genesis Shares in which they have a relevant interest and their voting power in Genesis are set out below:

Substantial holder	Number of Genesis Shares	%

S Active Holding Sdn Bhd	22,117,930	13.34%
Chin Niap Mah	16,764,706	10.11%
Edwin Sugiarto	15,000,000	9.05%
China Century Overseas Ltd	13,998,290	8.45%
Berne No 132 Nominees Pty Ltd	9,128,000	5.51%

7.4 Genesis Directors’ interests and dealings in Genesis Shares

As at the date of this Target’s Statement, the number of Genesis Shares in which each of the Genesis Directors has a relevant interest is as follows:

Directors	Fully Paid Ordinary Shares	Options

E. Pang	3,210,000	1,070,000
A. Lim	1,100,000	250,000
P. Volpe	2,222,222	0
D. Wee	1,860,000	620,000
J. Zee	0	0

During the four months ended on the date immediately before the date of this Target's Statement, no Genesis Director has acquired or agreed to acquire, or disposed of or agreed to dispose of, a relevant interest in any Genesis Shares. The Directors that hold Options intend to exercise them during the Offer Period.

7.5 Conditional agreements

There is no agreement made or arrangement between any Genesis Director and any other person in connection with or conditional upon the outcome of the Offer.

7.6 Benefits to Genesis Directors

No benefit has been, or will be, given to a person in connection with the retirement of a person from a board or managerial office in Genesis or a related body corporate of Genesis or who holds, or has held a board or managerial office in Genesis or a related body corporate of Genesis, or a spouse, relative or Associate of such a person, in connection with the transfer of the whole or any part of the undertaking or property of Genesis.

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7.7 Material litigation

Genesis is not party to any litigation.

7.8 Consents and disclaimers

HWL Ebsworth Lawyers has given its consent to being named in this Target’s Statement as legal adviser to Genesis and has not withdrawn that consent before the lodging of this Target’s Statement with ASIC.

Each person named in this section 7.8 as having given its consent to the inclusion of a statement or being named in this Target's Statement:

(a) does not make, or purport to make, any statement in this Target's Statement or any statement on which a statement in this Target's Statement is based other than as specified in this section; and
(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Target's Statement, other than a reference to its name and a statement included in the Target’s Statement with the consent of that party as specified in this section; and
(c) has not caused or authorised the issue of this Target's Statement.

As permitted by ASIC Class Order 13/521, this Target's Statement contains statements which are made, or based on statements made, in documents lodged by Blumont with ASIC or given to ASX, or announced on ASX by Blumont. Under the Class Order, the consent of Blumont is not required for the inclusion of such statements in this Target's Statement. Any Genesis Shareholder who would like to receive a copy of any of those documents may obtain a copy (free of charge and within 2 Business Days of the request being made) during the Offer Period by contacting Genesis on +61 3 9286 7500 between 9am and 5pm AEST Monday to Friday.

Copies of announcements by Genesis may also be obtained from Genesis's website www.genesisresourcesltd.com.au.

In addition , a s permitted by ASIC class order 13/523, this Target’s Statement may include or be accompanied by certain statements:

(a) fairly representing a statement by an official person; or
(b) from a public official document or published book, journal or comparable publication,

where the statement was not made or published in connection with the Offer, Blumont or Genesis or any business property or person the subject of the Bidder's Statement or this Target's Statement. In those circumstances, the consent of the persons to whom those statements are attributed is not required for such statements to be included in this Target’s Statement.

7.9 Continuous Disclosure

Genesis is a disclosing entity under the Corporations Act and subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. These obligations require Genesis to notify ASX of information about specified matters and events as they occur for the purpose of making that information available to the market. In particular, Genesis has an obligation (subject to limited exceptions) to notify ASX immediately on becoming aware of any information which a reasonable person would expect to have a material effect on the price or value of Genesis Shares.

Copies of the documents filed with ASX may be obtained from the ASX website at www.asx.com.au (ASX code: GES) and Genesis's website at http://www.genesisresourcesltd.com.au/content/?f=investor-information&page=announcements.

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7.10 Date of Target's Statement

This Target’s Statement is dated 23 April 2014, which is the date on which it was lodged with ASIC.

7.11 Approval

This Target's Statement has been approved by a resolution of the Genesis Board.

Signed for and on behalf of Genesis Resources Limited:

Eddie Pang Executive Chairman

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8. Glossary

8.1 Definitions

The following defined terms are used throughout this Target’s Statement unless the context otherwise requires.

Defined Term	Defined Term	Definition
Acceptance	Form	the acceptance form accompanying the Bidder's Statement and
		which forms part of the Offer
AEST		Australian Eastern Standard Time
Announcement Date		24 January 2014
ASIC		Australian Securities and Investments Commission
Associate		has the same meaning given to that term for the purposes of
		Chapter 6 of the Corporations Act
ASX		ASX Limited ABN 98 008 624 691 or, where the context requires,
		the financial market operated by it known as Australian Securities
		Exchange
Bidder’s Statement		the bidder’s statement in respect of the Offer issued by Blumont
		dated 21 March 2014
Blumont		Blumont Group Ltd, SGX listed company (SGX: A33/Bloomberg:
		BLUM)
Closing Date		the date on which the Offer Period ends (see section 6.2 for further
		details)
Corporations Act		Corporations Act 2001(Cth)
First Supplementary		the supplementary bidder’s statement in respect of the Offer issued
Bidder’s Statement		by Blumont dated 4 April 2014
Genesis		Genesis Resources Limited ACN 114 787 469
Genesis Board		the board of Genesis Directors, as constituted from time to time
Genesis Director		a director of Genesis as at the date of this Target's Statement
Genesis Group		Genesis and each of its related bodies corporate or controlled
		entities
Genesis Share		a fully paid ordinary share in the capital of Genesis
Genesis Shareholder		a holder of a Genesis Share
Offer		the offer by Blumont set out in section 11 of the Bidder’s Statement
		as varied by the Second Supplementary Bidder’s Statement
Offer Period		The period during which the Offer is open for acceptance, being 24
		March 2014 to the Closing Date

Defined Term	Definition
Offer Price	Blumont is offering 9.5 Blumont Shares for every 2 Genesis Shares
related body corporate	has the same meaning given to that term in section 50 of the
	Corporations Act
relevant interest	has the same meaning given to that term in sections 608 and 609
	of the Corporations Act
SGX	Singapore Exchange Securities Trading Limited or the market
	known as the Singapore Exchange
subsidiary	has the same meaning as given to that term in section 46 of the
	Corporations Act
Second Supplementary	the supplementary bidder’s statement in respect of the Offer issued
Bidder’s Statement	by Blumont dated 22 April 2014
Target’s Statement	this Target’s Statement which is issued by Genesis in response to
	the Offers and otherwise in accordance with the requirements of
	the Corporations Act
voting power	has the meaning given to that term in section 610 of the
	Corporations Act

8.2 Interpretation

In this Target's Statement, unless the context otherwise requires:

(a) headings used in this Target’s Statement are inserted for convenience and do not affect the interpretation of this Target’s Statement;
(b) words or phrases defined in the Corporations Act have the same meaning in this Target’s Statement;
(c) a reference to dollars, A$, AUD, $ and cents is a reference to Australian currency;
(d) a reference to time is a reference to AEST;
(e) a reference to a section is a reference to a section of this Target’s Statement;
(f) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and any consolidations, amendments, re-enactments or replacements of any of them;
(g) the singular includes the plural and vice versa; and
(h) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any government agency.