GENESIS RESOURCES LIMITED

(ASX: GES)

ASX and Media Release

24 January 2014

Takeover Bid Implementation Deed with Blumont Group Ltd

Genesis Resources Limited (Genesis or the Company) refers to its announcement dated today advising that Genesis has executed a Takeover Bid Implementation Deed with Blumont Group Ltd (SGX: A33/BLUM) (Blumont), under which Blumont will make an off-market takeover bid for all the shares in Genesis.

A copy of the Takeover Bid Implementation Deed with Blumont is attached to this announcement.

-Ends-

For further information, please contact:

Sophie Karzis

Company Secretary T: +61 3 9286 7501 M: 0409 540 827 E: [email protected]

Dated 24 January 2014

Takeover Bid Implementation Deed

Blumont Group Ltd. Bidder

Genesis Resources Ltd (ACN 114 787 469) Target

1.		DEFINITIONS AND INTERPRETATION	1
	1.1 1.2 1.3	Definitions Interpretation Construction	1 5 6
2.		THE OFFER	6
	2.1 2.2 2.3 2.4 2.5 2.6	Offer Offer Conditions Foreign Shareholders Fractional entitlements Variation and waiver Bidder may use subsidiary	6 6 7 7 7 7
3.		FACILITATING THE OFFER	8
	3.1 3.2	Bidder's Statement and Target's Statement Despatch of documents and consent to early despatch of Bidder's Statement	8 8
4.		RECOMMENDATION AND PROMOTING THE TAKEOVER BID	8
	4.1 4.2	Recommendation Promote the Takeover Bid	8 9
5.		CONDUCT OF BUSINESS	9
	5.1 5.2 5.3 5.4 5.5 5.6	Conduct of business Prohibited actions Access to information and personnel Board Target Share register Change of control	9 10 11 11 12 12
6.		PUBLIC ANNOUNCEMENTS AND COMMUNICATIONS	12
	6.1 6.2 6.3	Announcements Announcement of entry into this Deed Communications	12 13 13
7.		WARRANTIES	13
	7.1 7.2 7.3	Warranties Target warranties Bidder Warranties	13 13 15
8.		BREAK FEE	16
	8.1 8.2	Target Break fee Compliance with Laws	16 17
9.		EXCLUSIVITY	17
	9.1 9.2 9.3 9.4 9.5 9.6	No shop and no talk restriction Cease existing discussions No due diligence Notification Equal access to information Exceptions	17 18 18 18 18 18

10.		TERMINATION	19
	10.1	Termination for material breach	19
	10.2	Other termination rights	19
	10.3	Termination by Bidder	19
	10.4	Termination by Target	19
	10.5	Effect of termination	19
11.		GENERAL PROVISIONS	19
	11.1	Entire agreement	19
	11.2	Variation	20
	11.3	Waiver	20
	11.4	Further assurances	20
	11.5	Time for doing acts	20
	11.6	Governing law and jurisdiction	20
	11.7	Severance	20
	11.8	Preservation of existing rights	20
	11.9	No merger	20
		11.10 Counterparts	21
		11.11 Relationship of parties	21
		11.12 Legal expenses	21
		11.13 Notices	21
		Schedule 1 – Agreed Bid Terms	23
Schedule 2 – Offer Conditions			24
		Schedule 3 – Tenements	29
		Schedule 4 – Announcements	31
	See attached		31
	Execution page		32

This Takeover Bid Implementation Deed is dated 24 January 2014.

Parties:

Bidder

Blumont Group Ltd.

a company incorporated in Singapore (Company Registration No. 199302554G) of 298 Tiong Bahru Road, #20-02/03 Central Plaza, Singapore 168730

Target

Genesis Resources Ltd (ACN 114 787 469) of Level 1, 61 Spring Street, Melbourne, Victoria, 3000

Introduction:

A Bidder is a company whose shares are listed and quoted for trading on the SGX-ST.
B Target is a public company listed on the ASX.
C Bidder proposes to make a Takeover Bid to acquire Target Shares.
D The parties enter into this Deed to set out the terms of the conduct of the Takeover Bid, including that the Target Directors will recommend the Takeover Bid in the absence of a Superior Proposal.

It is agreed:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Deed, unless the context indicates otherwise:

A\$ means Australian dollars;

Adviser means, in relation to an entity, a financier, financial adviser, corporate adviser, legal adviser, or technical or other expert adviser or consultant who provides advisory services in a professional capacity to the market in general and who has been engaged by that entity;

Agreed Bid Terms means the terms and conditions set out in Schedule 1;

Announcements are the public announcements to be made by Bidder and Target concerning the Takeover Bid substantially in the form set out in Schedule 4;

Approval means a licence, authority, consent, approval, order, exemption, waiver, ruling or decision;

ASIC means the Australian Securities & Investments Commission;

Associate has the meaning given in section 12 of the Corporations Act;

ASX means ASX Limited or the market conducted by it, as the context requires;

ASX Listing Rules means the listing rules of the ASX;

Bidder Event means any event or circumstances which results in the rolling 5 day VWAP of Bidder's Shares as quoted on the SGX-ST ending on any trading day during the period from the Execution Date to the Relevant Date falling to a level that is 20% or more below the price of Bidder's Shares as at the close of trading on the Business Day before the date of this Deed;

Bidder Group means Bidder and its subsidiaries;

Bidder Share means a fully paid ordinary share in the capital of Bidder;

Bidder's Statement means the bidder's statement and acceptance form under sections 636 and 637 of the Corporations Act, and which includes the Offer;

Break Fee means the amount of A\$50,000;

Business Day means a day on which banks are open for business in Sydney, Australia and Singapore, excluding a Saturday, Sunday or public holiday;

Closing Date means the end of the Offer Period;

Communications means all forms of communications, whether written, oral, in electronic format or otherwise, and whether direct or indirect via agents or Representatives;

Competing Proposal means any proposal, expression of interest, offer, transaction or arrangement pursuant to which a person (other than Bidder or any of its Related Bodies Corporate) would, if such were implemented substantially in accordance with its terms:

(a) directly or indirectly, acquire an interest in all or a substantial part of the assets of Target;
(b) directly or indirectly, acquire, a Relevant Interest in or become the holder of 20% or more of the Target Shares and/or 20% or more of the Target Options;
(c) acquire control of Target, within the meaning of section 50AA of the Corporations Act; or
(d) otherwise acquire or merge with Target (including by way of a scheme of arrangement, reverse takeover bid or dual listed companies structure);

Corporations Act means the Corporations Act 2001 (Cth);

Deed means this takeover bid implementation deed;

Encumbrance includes a security interest, mortgage, charge, lien, restriction against transfer, encumbrance and other third party interest and "encumber" has a corresponding meaning;

Execution Date means the date this Deed is signed by the parties;

Existing Loan Agreements means the Loan Agreements between the Target and each of Axle Capital Sdn Bhd and LIM Yau Young respectively dated 17 September 2013 and 23 October 2013;

Foreign Shareholder means a Target Shareholder:

(a) who is (or is acting on behalf of) a citizen or resident of a jurisdiction other than residents of Australia (and its external territories) and Singapore; or
(b) whose address shown in the Register is a place outside Australia (and its external territories) or Singapore or who is acting on behalf of such a person,

unless Bidder reasonably determines (including upon a request by the Target) that:

(c) it is lawful and not unduly onerous or unduly impracticable to issue that Foreign Shareholder with Bidder Shares on completion of the Offer; and
(d) it is lawful for that Target Shareholder to participate in the Offer by the law of the relevant place outside Australia (and its external territories) or Singapore;

Government Agency means any government or representative of a government or any governmental, semi-governmental, administrative, fiscal, regulatory or judicial body, department, commission, authority, tribunal, agency, competition authority or entity whether foreign, federal, state, territorial or local in any part of the world in which a party is domiciled or holds any of its assets, including ASIC, ASX and SGX-ST (and any other stock exchange);

Law means the law in force at any time in the Commonwealth of Australia (including in each State and Territory and local government area) and the Republic of Macedonia, as those laws apply to Target, and the law of Singapore as those laws apply to Bidder, and includes:

(a) legislation, ordinances, regulations, rules, rulings, determinations, by-laws or orders;
(b) common law; and
(c) Requirements;

Material Contract means a contract or commitment requiring total payments in excess of \$200,000 and includes the Plavica JV Agreement and the Existing Loan Agreements;

Notice has the meaning set out in clause 11.13;

Offer means each offer to acquire Target Shares to be made by Bidder in connection with the Takeover Bid;

Offer Conditions means the conditions to the Offer set out in Schedule 2;

Offer Consideration means the consideration for the Offer, as set out in Schedule 1;

Offer Period means the period during which the Offer is open for acceptance;

Officer means, in relation to an entity, its directors, officers and employees;

Plavica Concessions means the concessions noted in the bottom seven rows of the table in Schedule 3;

Plavica Project means the projected governed at the date of this deed by the Plavica JV Agreement;

Plavica JV Agreement means the Joint Venture Agreement between the Plavica JV Partner and the Target dated 19 July 2007;

Plavica JV Partner means "Mining Industrial Combine – SILEKS joint stock company-Kratovo" (in Macedonian: Рударско индустриски комбинат - СИЛЕКС акционерско друштво-Кратово;

Prescribed Occurrences has the meaning set out in Schedule 2;

Register means the information on Target Shareholders provided to Bidder by Target under section 641 of the Corporations Act;

Register Date means the date set by Bidder pursuant to section 633(2) of the Corporations Act;

Related Body Corporate has the meaning given in the Corporations Act;

Relevant Interest has the meaning given in the Corporations Act;

Representative means, in relation to a party:

(a) a Related Body Corporate of the party;
(b) an Officer of the party or any of the party's Related Bodies Corporate; or
(c) an Adviser to the party or any of the party's Related Bodies Corporate;

Requirements means any requirement, notice, order, direction, judgment, injunction, recommendation, stipulation or similar notification given by any Government Agency or imposed by a Government Agency, whether written or otherwise;

SGX-ST means the Singapore Exchange Securities Trading Limited;

Superior Proposal means a bona fide Competing Proposal which the Target Directors have determined, in good faith and after consultation with external legal and financial advisers, is:

(a) reasonably capable of being valued, taking into account all aspects of the Competing Proposal and the person making it;
(b) reasonably capable of being completed on a timely basis; and
(c) is more favourable to Target Shareholders than the Takeover Bid, taking into account all the terms and conditions of the Competing Proposal;

Takeover Bid means an off-market takeover bid for all Target Shares by Bidder that satisfies the requirements in clause 2.2 and is implemented in accordance with Chapter 6 of the Corporations Act;

Target Board means the board of directors of Target;

Target Director means a director of Target;

Target Group means Target and its subsidiaries;

Target Material Adverse Change means any event, change or condition that does, or could reasonably be expected to (when aggregated with all other events, changes and conditions):

(a) have a material adverse effect on the business, assets, liabilities, financial or trading position, profitability or prospects of the Target Group, taken as a whole by an amount of A\$500,000 or more; or
(b) have a material adverse effect on the status or terms of any Approvals by any Government Agency or of the prospecting, exploration or mining Tenements owned by Target or its subsidiaries or in which a member of the Target Group has a legal or economic interest (and, for the avoidance of doubt, relinquishment of parts of tenements in the ordinary course of business will not be considered, for the purpose of this definition, as an event having a material adverse effect on a Tenement); or
(c) result in, or could reasonably be expected to result in (now or at any time in the future) the termination or loss of, or a reduction in a member of the Target Group's interest in, the Plavica JV Agreement and/or the termination or loss of, or failure to renew, the Tenements,

except for events, changes and conditions publicly announced by Target or otherwise disclosed to ASX or ASIC by Target or any of its subsidiaries prior to the Execution Date provided that the relevant announcement or disclosure was not when made materially incomplete, incorrect, untrue or misleading;

Target Options means 19,424,424 unlisted options exercisable at \$0.10 on or before 4 May 2014 and 7,110,952 unlisted options exercisable at \$0.10 on or before 11 May 2014;

Target Share means a fully paid ordinary share in the capital of Target;

Target Shareholder means a person who is recorded in Target's register of members as the holder of one or more Target Shares;

Target's Statement means the target's statement under section 638 of the Corporations Act in relation to the Offer;

Tenements means the tenements set out in Schedule 3 and includes the Plavica Concessions;

Terminating Party has the meaning set out in clause 10.1; and

VWAP means volume weighted average price.

1.2 Interpretation

In this Deed, unless the context clearly indicates otherwise:

(a) a reference to this Deed or another document means this Deed or that other document and any document which varies, supplements, replaces, assigns or novates this Deed or that other document;
(b) a reference to legislation or a legislative provision includes any statutory modification or substitution of that legislation or legislative provision and any subordinate legislation issued under that legislation or legislative provision;
(c) a reference to a body or authority which ceases to exist is a reference to either a body or authority that the parties agree to substitute for the named body or authority or, failing agreement, to a body or authority having substantially the same objects as the named body or authority;
(d) a reference to the introduction, a clause, schedule or annexure is a reference to the introduction, a clause, a schedule or an annexure to or of this Deed;
(e) clause headings and the table of contents are inserted for convenience only and do not form part of this Deed;
(f) the introduction, schedules (if any) and annexures (if any) form part of this Deed;
(g) the introduction accurately sets out the circumstances in which the parties have entered into this Deed;
(h) a reference to a person includes a natural person, corporation, statutory corporation, partnership, the Crown or any other organisation or legal entity;
(i) a reference to a natural person includes their personal representatives, successors and permitted assigns;
(j) a reference to a corporation includes its successors and permitted assigns;
(k) related or subsidiary in respect of a corporation has the same meaning given to that term in the Corporations Act;
(l) a reference to a right or obligation of a party is a reference to a right or obligation of that party under this Deed;
(m) an obligation or warranty on the part of two or more persons binds them jointly and severally and an obligation or warranty in favour of two or more persons benefits them jointly and severally;
(n) a reference to a breach of warranty includes that warranty not being complete, true or accurate;
(o) a requirement to do anything includes a requirement to cause that thing to be done and a requirement not to do anything includes a requirement to prevent that thing being done;
(p) including and includes are not words of limitation;
(q) words or expressions defined in the Corporations Act have the meaning given to them in that Act;
(r) the words at any time mean at any time and from time to time;
(s) a reference to a time is to that time in Sydney, Australia;
(t) a word that is derived from a defined word has a corresponding meaning;
(u) the singular includes the plural and vice-versa;
(v) words importing one gender include all other genders; and
(w) a reference to a thing includes each part of that thing.

1.3 Construction

Neither this Deed nor any part of it is to be construed against a party on the basis that the party or its lawyers were responsible for its drafting.

2. THE OFFER

2.1 Offer

(a) Bidder will make an off-market takeover offer as soon as practicable and, in any event, within 2 months of the Execution Date, to acquire all of the Target Shares which are not already held by Bidder on terms which are no less favourable than the Agreed Bid Terms.
(b) The Offer will extend to Target Shares which are issued during the period from the Register Date to the end of the Offer Period due to a conversion or exercise of rights attached to securities which exist, or will exist, as at the Register Date (including as a result of the exercise of any of the Target Options).

2.2 Offer Conditions

(a) The Offer and any contract which results from its acceptance will be subject to the Offer Conditions.
(b) Each of the parties must, to the extent within its power, use reasonable endeavours to ensure that the Offer Conditions are satisfied as soon as practicable and that no Offer Conditions are breached or not satisfied.
(c) The Offer Conditions are for the sole benefit of Bidder and any breach or non-fulfilment may only be waived by Bidder, in writing, at its discretion.
(d) Target agrees not to knowingly do (or knowingly omit to do) anything which will, or is likely to, result in any of the Offer Conditions being breached.
(e) If any event occurs or becomes apparent which would cause any of the Offer Conditions to be breached or prevent them from being able to be satisfied, Target or Bidder must, to the extent such information is within the relevant party's actual knowledge, immediately notify the other party of the event.
(f) From the Execution Date until the Closing Date, Target must promptly notify Bidder of anything of which it becomes aware that is or is likely to be or become a Target Material Adverse Change or makes any warranty provided by Target in this Deed false, misleading or deceptive.
(g) Nothing in this clause 2.2 prevents Target or the Target Directors from taking or refusing to take any action provided that the Target Directors have determined in good faith, and having first obtained written legal advice on the matter to the extent practicable in the circumstances, that failing to take, or failing to refuse to take, such action would or would be likely to constitute a breach of the Target Directors' fiduciary or statutory obligations.

2.3 Foreign Shareholders

Bidder will, at its discretion, have the option to appoint a nominee in accordance with section 619(3) of the Corporations Act in respect of any Foreign Shareholders.

2.4 Fractional entitlements

If the number of Target Shares held by a Target Shareholder means that their aggregate entitlement to Bidder Shares is not a whole number, then any fractional entitlement will be rounded up to the nearest whole number or such other denomination that is required or approved by SGX-ST.

2.5 Variation and waiver

(a) Bidder may vary the terms and conditions of the Takeover Bid in any manner which is permitted by the Corporations Act.
(b) Subject to the Corporations Act, Bidder may declare the Takeover Bid to be free from any Offer Condition or to extend the Takeover Bid at any time.

2.6 Bidder may use subsidiary

(a) Bidder may satisfy its obligations under this Deed by causing a wholly- owned subsidiary to do the things required under this Deed. If Bidder does that, references to Bidder making the Takeover Bid is a reference to Bidder causing the subsidiary to make the Takeover Bid.
(b) If clause 2.6(a) applies, Bidder:
(i) must procure that its relevant subsidiary performs Bidder's obligations under this Deed; and
(ii) guarantees to Target the performance of those obligations by that subsidiary.

3. FACILITATING THE OFFER

3.1 Bidder's Statement and Target's Statement

(a) Bidder must prepare a Bidder's Statement and Target must prepare a Target's Statement in compliance with the Corporations Act.
(b) Bidder will give Target a reasonable opportunity to review drafts of the Bidder's Statement as they are prepared and will consult in good faith with Target with respect to any comments Target may have.
(c) Target will give Bidder a reasonable opportunity to review drafts of the Target's Statement as they are prepared and will consult in good faith with Bidder with respect to any comments Bidder may have.
(d) Subject to any obligations of confidentiality to third parties which are not avoided due to a legal requirement contrary to the obligation of confidentiality, the parties must provide any assistance and information reasonably requested by the other party to enable that party to prepare and finalise the Bidder's Statement or Target's Statement (as the case may be).
(e) Each party agrees to, and to procure its representatives to, do such things as are reasonably necessary to expedite the preparation of the Bidder's Statement and the Target's Statement and the lodgement of the Bidder's Statement and the Target's Statement with ASIC and dispatch of the documents to Target Shareholders.

3.2 Despatch of documents and consent to early despatch of Bidder's Statement

(a) Unless prevented from doing so by prevailing Law or regulations and subject to clause 3.2(b)) Target agrees to use its best endeavours to ensure that its Target's Statement is despatched to Target Shareholders together with the Offer and accompanying documents to be sent by Bidder under the Takeover Bid.
(b) Target agrees that the Offer and accompanying documents to be sent by Bidder under the Takeover Bid under item 6 of section 633(1) of the Corporations Act may be sent on a date nominated by Bidder that is earlier than the prescribed date for sending under item 6 of section 633(1) of the Corporations Act.

4. RECOMMENDATION AND PROMOTING THE TAKEOVER BID

4.1 Recommendation

(a) Target represents and warrants to Bidder that each Target Director has informed Target that he or she supports the Takeover Bid and has indicated that he or she will recommend that Target Shareholders accept the Offer made under the Takeover Bid in respect of all their Target Shares and Target Options and will not change their recommendation except in accordance with clause 4.1(d).
(b) Immediately after the Execution Date, Target must issue the Announcement in the form set out in Schedule 4 or as otherwise approved by Bidder.
(c) Subject to clause 4.1(d) during the period from the Execution Date to the end of the Offer Period, Target will use its best endeavours to procure that all of the Target Directors maintain (including by statements in the Target's Statement):
(i) their unanimous recommendation that Target Shareholders accept the Offer; and
(ii) their stated intention to accept the Offer in respect of Target Shares that they own or control.
(d) During the Offer Period, the Target Directors may withdraw their recommendations and their statement of intention to accept the Offer in respect of Target Shares which they own or control if a Superior Proposal is received and is not matched or exceeded by an increase in the consideration offered by Bidder under the Offer within 5 Business Days of Bidder receiving notification under clause 9.4.

4.2 Promote the Takeover Bid

(a) During the period from the Execution Date to the end of the Offer Period and, in the absence of a Superior Proposal, Target will procure that its directors and senior executives, will support the Takeover Bid and participate in efforts reasonably required by Bidder, at Bidder's expense, to promote the merits of the Takeover Bid, including (at Bidder's reasonable request):
(i) meeting with key Target Shareholders analysts, media and other stakeholders of Target; and
(ii) communicating with Target's employees and any other persons including analysts, management, customers and press.
(b) Target will direct its share registry to co-operate with Bidder in implementing and promoting the Takeover Bid at Bidder's expense.
(c) To facilitate the Takeover Bid, Target will use its reasonable endeavours to provide Bidder with reasonable access to:
(i) the books and records of Target;
(ii) any information reasonably requested by Bidder; and
(iii) Target's senior management, external auditors and accountants and other advisers.
(d) For the avoidance of doubt, nothing in this Deed restricts Bidder from including any information in the Bidder's Statement in respect of the Takeover Bid for the purpose of complying with the Corporations Act, the ASX Listing Rules or any other applicable Law and listing rules provided always that Bidder, to the extent reasonably practicable, consults in good faith with Target as to the form and content of any such disclosures before that information is disclosed in the Bidder's Statement.

5. CONDUCT OF BUSINESS

5.1 Conduct of business

(a) From the Execution Date until the day of end of the Offer Period (each inclusive), Target must and procure that any subsidiary must carry on its business in substantially the same manner as previously conducted and in accordance with normal and prudent practice and in the ordinary course including maintaining the condition of its business and assets and (subject to clause 5.2 or to any agreement to the contrary by the Bidder) must:
(i) when reasonably requested by Bidder to do so, consult with the Bidder in relation to the conduct of the Target's business and operations;
(ii) operate the Target's business in accordance with current business plans;
(iii) take reasonable steps to preserve the value of the Target's businesses and assets;
(iv) take reasonable steps to preserve Target's relationships with customers, suppliers, licensors and others with whom the Target has dealings;
(v) comply with all Material Contracts, its obligations in relation to the Tenements, Laws, regulations, rules, requirements, authorisations, licenses, permits, consents and Approvals that are material to the conduct of the business of Target;
(vi) not offer or agree to terminate or novate any Material Contract that are material to the conduct of the businesses of the Target or to amend any such contract in any material respect;
(vii) not deliberately do or cause to be done, or fail to do, or deliberately cause not to be done, anything that would result in the Transaction not being implemented or being implemented otherwise than as soon as reasonably practicable and in accordance with the terms of this deed; and
(viii) use its best endeavours to preserve its relationships with the Plavica JV Partner under the Plavica JV Agreement and with all Government Agencies relevant to its business and the Tenements;
(ix) use its best endeavours to procure that no Target Prescribed Occurrence occurs; and
(x) not draw down any further amounts under the Existing Loan Agreements;
(xi) not deliberately take or fail to take any action that constitutes, or that could reasonably be expected to result in or otherwise give rise to, a Prescribed Occurrence.
(b) Without limiting clause 5.1(a), from the Execution Date until the end of the Offer Period (each inclusive) Target must ensure that Target takes all action from time to time as may be necessary to maintain any mining or exploration tenements, licences or permits (including the Tenements) registered in the name of Target or its subsidiaries in good standing.

5.2 Prohibited actions

Other than with the approval of Bidder (which approval must not be unreasonably withheld) or as required by this Deed, Target must not and must procure that any subsidiary does not, from the Execution Date until the end of the Offer Period (each inclusive):

(a) enter into or terminate a Material Contract;
(b) enter into or agree to enter into any unusual or abnormal contract or commitment or any contact, arrangement or other transaction involving a commitment from Target in excess of A\$100,000 on an individual basis or A\$200,000 in aggregate;
(c) increase the remuneration of or pay any bonus (other than in accordance with existing arrangements and in the ordinary course) or issue any securities or options to, or otherwise vary the employment agreements with, any of its directors or employees;
(d) accelerate the rights of any of its directors or employees to benefits or any kind;
(e) pay a director, executive or employee a termination payment, other than as provided for in an existing employment contract in place as at the Execution Date and a copy of which has previously been provided to Bidder;
(f) announce, declare or pay any dividends;
(g) take any action which would be reasonable expected to give rise to a Prescribed Occurrence;
(h) take any action in respect of its information technology systems which would have a material impact on those systems;
(i) enter into any financing arrangement or commitment or agree to extend, repay or materially amend any existing financing arrangement or commitment; or
(j) agree to do any of the matters set out above.

5.3 Access to information and personnel

(a) From the Execution Date until the end of the Offer Period (each inclusive), Target must provide Bidder and its Representatives with reasonable access during normal business hours to:
(i) Target's employees for the purpose of implementing the Takeover Bid or that may reasonably be required by Bidder and its Representatives;
(ii) all information concerning the Target Group including information contained in any books and records of any member of the Target Group; and
(iii) all information about Target Group (including in relation to the Plavica Project or Plavica Concessions) that Bidder or its Representatives reasonably require to prepare the documentation for obtaining any regulatory consents (including those that may be required from the SGX-ST), shareholder approval pursuant to Offer Condition 2 and the Bidder's Statement,
(b) and Target will appoint a single point of contact to coordinate the provision of such access and information and Bidder agrees to exercise its rights through that single point of contact. Target will procure that the nominated contact ensures that requests made under this clause by Bidder are dealt with reasonably promptly. From the Execution Date until the end of the Offer Period, Bidder must provide Target and its Representatives with reasonable access during normal business hours to:
(i) Bidder's employees for the purpose of implementing the Takeover Bid or that may reasonably be required by Target and its Representatives;
(ii) all information concerning Bidder including information contained in any books and records of any member of the Bidder Group; and
(iii) all information about Bidder that Target or its Representatives reasonably require to prepare the documentation for obtaining any regulatory consents and the Target's Statement,

and Bidder will appoint a single point of contact to coordinate the provision of such access and information and Target agrees to exercise its rights through that single point of contact. Bidder will procure that the nominated contact ensures that requests made under this clause by Target are dealt with reasonably promptly.

5.4 Board

(a) Target agrees as soon as practicable after the Offer Period closes (assuming that the Takeover Bid is no longer subject to the Offer Conditions) to procure:

(i) the resignation of such number of Target Directors as requested by Bidder so that nominees of the Bidder (taking into account those persons appointed under clause 5.4(a)(ii)) constitute a proportion of the Target Board that corresponds, as far as possible, to the Bidder's Relevant Interest in Target; and
(ii) that the Target Board appoints such number of persons nominated by Bidder as Target Directors such that the number of Target Directors nominated by the Bidder to the Target Board is proportionate, as far as possible, to the Relevant Interest of the Bidder in Target.
(b) If all of the Offer Conditions have been waived or satisfied (and the Bidder has a Relevant Interest in 50.1% or more of the aggregate of all the Target Shares on issue), then, on request from the Bidder, Target must procure that the Target Board appoints persons nominated by Bidder such that nominees of the Bidder constitute a majority of the directors on the Target Board (including the position of Chairman) provided that, whilst the Offer is open, Bidder agrees not to seek the removal of the remaining Target Directors.

5.5 Target Share register

(a) Between the Execution Date and the end of the Offer Period, Target will monitor its register of Target Shares for activity by Target Shareholders which would, or appear to be likely to, artificially or deliberately result in an entitlement to fractions equal to or greater than one half of a Bidder Share under the Offer.
(b) Target will immediately inform Bidder of any such activity and take any steps reasonably directed by Bidder, including (if permitted under the Corporations Act and Target's constitution) refusing to register any Target Share transfers.

5.6 Change of control

As soon as practicable after the Execution Date, the parties must identify any change of control or similar provisions in material contracts, leases or other relevant agreements or documents, to which a member of the Target Group is a party, which may be triggered by the Takeover Bid and procure any consents required.

6. PUBLIC ANNOUNCEMENTS AND COMMUNICATIONS

6.1 Announcements

(a) Subject to clause 6.1(b), neither party may make an announcement relating to matters the subject of the Offer or the Takeover Bid or make public this Deed (or any of its terms) unless the announcement or publication:
(i) is required by this Deed;
(ii) has the prior approval of the other party; or
(iii) is required to be made by any applicable Law or the stock exchange rules applicable to the party.
(b) Where a party is required by applicable Law or stock exchange rules to make any announcement or make any disclosure relating to matters the subject of the Offer or the Takeover Bid, it may do so only after it has, to the maximum extent possible in the circumstances:
(i) given the other party as much notice as is reasonably practicable in the context of any deadlines imposed by Law or a Government Agency; and
(ii) consulted with the other party as to the content of that announcement or disclosure.

6.2 Announcement of entry into this Deed

Target and Bidder will, as soon as practicable after the execution of this Deed, make the Announcements on each of their websites and to the ASX and SGX-ST respectively.

6.3 Communications

Except in relation to Communications regulated by clause 6.1 or clause 6.2 and to the extent permitted by applicable Law:

(a) the parties must in good faith consult with each other in advance on the proposals or plans for any Communications in relation to the Offer or the Takeover Bid including Communications with:
(i) Target Shareholders;
(ii) any Government Agency; and
(iii) any rating agency or any other third party, including the media;
(b) each party must provide copies to each other of any written Communications sent to or received from a person referred to in sub-clauses (i), (ii) or (iii) of clause 6.3(a) as soon as practicable following despatch or receipt (as the case may be), provided that such copies may mask any confidential and sensitive information; and
(c) if a party has not responded to reasonable requests for consultation within 24 hours of such a request, the requesting party may proceed with its Communications as it sees fit.

7. WARRANTIES

7.1 Warranties

Each party represents and warrants to the other that, at the Execution Date:

(a) it is duly incorporated under the Laws of the place of its incorporation;
(b) it has the power and authority to sign this Deed and perform and observe all its terms;
(c) this Deed has been duly executed and is a legal, valid and binding agreement, enforceable against it in accordance with its terms;
(d) it is not bound by any contract which may restrict its right or ability to enter into or perform this Deed; and
(e) it is not aware of any act, omission, event or fact that would result in the happening of one or more of the Offer Conditions being triggered, except as disclosed by a party to the other party in writing at the Execution Date.

7.2 Target warranties

Target represents and warrants to Bidder that at the Execution Date other than as advised to Bidder in writing before the execution of this Deed:

(a) there are no A class shares on issue in the Target (and the Target will within 10 Business Days of the date of this deed lodge a form 484 with ASIC to correct ASIC's records to remove the two A class shares from ASIC's records of the Target issued capital);
(b) other than the Target Options, there are no options, warrants on performance rights on issue in Target or any member of Target Group;
(c) there are no preference shares of any class on issue in Target;
(d) the issued securities in each member of the Target Group is as specified in the following table:

(i) Target

Class	Number
Fully paid ordinary shares all of which are listed on ASX	153,982,858
Unlisted options exercisable at \$0.10 on or before 4 May 2014	19,424,424
Unlisted options exercisable at \$0.10 on or before 11 May 2014	7,110,952

(ii) Subsidiary - Genesis Resources International

Class	Number
Fully paid ordinary shares	One

(e) other than as specified in the table above or in respect of the placement as announced to ASX on 23 January 2014, with respect to each member of the Target Group:
(i) there are no agreements, arrangements or understanding under which securities, including options or other entitlements over securities, may be issued; and
(ii) there are no convertible notes or instruments on issue which may convert into securities;
(f) as at the date of this deed, Target is not aware of any act, omission, event or fact that would result in any of the Conditions being breached or not satisfied;
(g) Schedule 3 represents an accurate and complete list of all mining tenements in which Target or any member of the Target Group has any interest, including in respect of the Plavica Project;
(h) all of the Tenements are unencumbered (other those that unavoidably arise by operation of Law) in good standing and valid and subsisting in accordance with their terms and are not liable to cancellation of forfeiture;
(i) it complied with its continuous disclosure obligations under the ASX Listing Rules, the Corporations Act and other Laws and rules applicable to it;
(j) there is no pending or threatened litigation or dispute involving Target or any member of Target Group;
(k) its accounts/financial statements for year ended 30 June 2013 are:
(i) in all material aspects, a true and fair reflection of Target's financial position as of 30 June 2013 and of Target's performance during the relevant period;
(ii) prepared on a consistent basis with past practices;
(iii) in accordance with all relevant accounting standards including the Australian Accounting Standards and the Corporations Regulations 2001 (Cth);
(l) it is not in breach of covenant or unremedied breach of any facility agreement;
(m) any tax it is liable to pay or is required to withhold from payment has been paid to any relevant Governmental Authority;
(n) all Material Contracts are in full force and effect and are legally binding as between the parties in accordance with their terms; and
(o) in relation to the Target's activities in the Republic of Macedonia:
(i) that Target is in compliance with all of its material obligations under the Plavica JV Agreement;
(ii) that the Plavica JV Partner is the registered holder of all of the Plavica Concessions;
(iii) that the Plavica JV Partner is in compliance with all obligations under, and terms and conditions of grant of, the Tenements held in the Republic of Macedonia;
(iv) the assets under the Plavica JV Agreement include the Plavica Concessions;
(v) that Target and/or its Plavica JV Partner are in compliance with all material Laws, Approvals and requirements of Government Agencies relating to the Plavica Project, the Tenements and all activities in the Republic of Macedonia;
(vi) the final feasibility study currently being undertaken in relation the Plavica Project has been carried out in accordance with and to the standard required by all Laws and requirements of Government Agencies and the Plavica JV Partner and the Target reasonably expects that upon completion of this final feasibility study the Plavica Concessions will be converted into exploitation concessions for 30 years over the area the subject of the Plavica Project (the "Exploitation Concessions");
(vii) all other acts, matters and things have been, and will be, done as are required to support an application for Exploitation Concessions, the Plavica JV Partner has agreed to support an application for Exploitation Concessions and there is no known impediment to grant of such Exploitation Concessions apart from completion of the final feasibility study; and
(viii) all field work, sample collection, drilling and resource calculations and reporting conducted by the Target on the Tenements has been done in accordance with international standards, including, where applicable the JORC code.

7.3 Bidder Warranties

Bidder represents and warrants to Target that, at the Execution Date, other than as advised to Bidder:

(a) it has complied with its continuous disclosure obligations under the applicable rules of the SGX-ST;

(b) it will continue to operate the business of Bidder in the usual and ordinary course having regard to the nature, scope and manner and in accordance with its usual business practices;
(c) it is not in breach of covenant or unremedied breach of any facility agreement; and
(d) any tax it is liable to pay or is required to withhold from payment has been paid to any relevant Governmental Authority.

8. BREAK FEE

8.1 Target Break fee

(a) Target acknowledges and agrees that for the purposes of this clause 8.1 the Takeover Bid will provide benefits to Target and its shareholders and acknowledge that if the Takeover Bid is subsequently not implemented, Bidder will incur significant costs.
(b) In these circumstances, Target agrees for the inclusion of this clause 8.1 to secure the implementation of the Takeover Bid.
(c) Target must pay the Break Fee to Bidder if at any time after the Execution Date, any of the following circumstances occur:
(i) a Competing Proposal is announced and is publicly recommended, promoted or otherwise endorsed by the Target Board or by any of the Target Directors;
(ii) a Competing Proposal is completed at any time prior to the date that is 6 months after the Execution Date and, as a result, a party to the Competing Proposal acquires a Relevant Interest in 30% or more of all Target Shares which was not held prior to the announcement of the Competing Proposal;
(iii) any Target Director does not recommend the Takeover Bid to Target Shareholders or, having recommended it, withdraws his or her recommendation of the Takeover Bid except if the Target Director is acting in good faith in response to a Superior Proposal or this Deed has been terminated or if a Bidder Event occurs;
(iv) any Target Director who holds Target Shares or who has control over Target Shares (Director Shares) does not accept the Offer (or procures that any Director Share is not accepted into the Takeover Bid) except if there is a Superior Proposal or if this Deed has been validly terminated or if a Bidder Event occurs;
(v) Bidder terminates this Deed and that termination relates to:
- (A) a material unremedied breach of a warranty made by Target in this Deed (or a material breach of a warranty made by Target in this Deed that cannot be remedied) and the effect of that breach would result in a Target Adverse Material Change and cause a reasonable person in the position of Bidder to not proceed with the Takeover Bid on the terms and subject to the conditions of this Deed;
- (B) the happening of a Prescribed Occurrence which was not consented to by Bidder or has not been waived by Bidder;
(vi) Bidder terminates this Deed in accordance with clause 10.1; or a dividend other than a dividend made in the ordinary course of business is declared, announced or paid during the term of this Deed.
(d) Target acknowledges that the Break Fee represents a reasonable amount to compensate Bidder for costs of Advisers and out of pocket expenses relating to the Takeover Bid.
(e) Target will not be required to pay the Break Fee more than once.
(f) The Break Fee will not be payable if the Offer Conditions have been satisfied or waived and Bidder becomes the holder of not less than 17% of Target Shares as a result of the Takeover Bid notwithstanding the occurrence of any event set out in clause 8.1(c).
(g) The payment of the Break Fee must be made within 10 Business Days after Target receives (or is deemed to receive) a written notice from Bidder setting out the relevant circumstances and requiring payment of the Break Fee.

8.2 Compliance with Laws

(a) For the purpose of this clause 8.2, Unlawful Amount means all or any part of the payment to be made under clauses 8.1 or 8.2 that is found by the Takeovers Panel or a court to be unlawful, breach director's duties or to constitute Unacceptable Circumstances.
(b) If the Takeovers Panel or a court finds an Unlawful Amount, and the period for lodging an application for review or a notice of appeal of that decision has expired without such application or notice having been lodged or if an application for review or a notice of appeal has been lodged with the Takeovers Panel or a court within the prescribed period and the relevant review Panel or court finds an Unlawful Amount, then:
(i) the obligation under clause 8.1 or 8.2 (as the case may be) does not apply to the extent of the Unlawful Amount; and
(ii) any party in receipt of payment under clause 8.1 or 8.2 (as the case may be) must within 5 Business Days refund any Unlawful Amount paid under this deed.

9. EXCLUSIVITY

9.1 No shop and no talk restriction

Subject to clause 9.6, during the term of this Deed, Target must ensure that neither it nor any of its Representatives:

(a) directly or indirectly solicits, or initiates any inquiries, proposals or discussions regarding any Competing Proposal or any other transaction that will reduce the likelihood of success of the Takeover Bid (whether from a person with whom Target has previously been in discussions or not);
(b) directly or indirectly negotiates or enters into, continues or participates in negotiations or discussions with any other person regarding a Competing Proposal, even if:
(i) that person's Competing Proposal was not directly or indirectly solicited, initiated, or encouraged by Target or any of its Representatives; or
(ii) that person has publicly announced their Competing Proposal;
(c) accepts or enters into, or offers to accept or enter into, any agreement, arrangement or understanding regarding a Competing Proposal or any other transaction that will reduce the likelihood of success of the Takeover Bid;
(d) approves or recommends a Competing Proposal or any other transaction that will reduce the likelihood of success of the Takeover Bid or announce an intention to do so; or

(e) discloses any information about the businesses or affairs of Target to a third party (other than a Government Agency or auditors) other than in the ordinary course of business or as required under Target's existing contractual obligations to the extent those obligations have been specifically disclosed by Target to Bidder and cannot be terminated by Target with a view to obtaining a Competing Proposal.

9.2 Cease existing discussions

Target must cease any existing discussions or negotiations relating to:

(a) any Competing Proposal; or
(b) any transaction that will reduce the likelihood of the success of the Takeover Bid.

9.3 No due diligence

Without limiting the general nature of clause 9.1 but subject to clause 9.6, during the term of this Deed, Target must not without Bidder's prior written consent, make available to any person (other than to Bidder or its Representatives) or permit any such person to receive any non-public information relating to Target or any of its Related Bodies Corporate.

9.4 Notification

(a) Subject to clause 9.6, during the term of this Deed, Target must immediately inform Bidder if it is approached by any person to engage in any activity that would breach its obligations in clause 9.1 or 9.3 (or would breach its obligations in clauses 9.1 or 9.3 if it were not for clause 9.6).
(b) If, as permitted by clause 9.6, the Target Board proposes to take steps which may reasonably be expected to result in the Target Board approving or recommending a Competing Proposal, Target must promptly notify Bidder of the terms of the Competing Proposal and provide Bidder with the opportunity to make, within 3 Business Days of receiving such notification from Target, a revised offer to Target prior to such approval or recommendation of the Competing Proposal.

9.5 Equal access to information

Where Target or any of its Representatives provides, pursuant to clause 9.6, any information relating to Target or any of its Related Bodies Corporate or any of their businesses or operations to any person in connection with or for the purposes of a current or future Competing Proposal, it must promptly provide to Bidder a copy of that information.

9.6 Exceptions

The obligations in clauses 9.1(b) to (e), 9.3 and 9.4 do not apply to the extent that they:

(a) restrict Target or the Target Board from taking or refusing to take any action in respect of a bona fide Competing Proposal which was not solicited, invited, or initiated by Target or any of its Representatives; or
(b) require Target to provide the notification referred to in clause 9.4,

provided in each case that the Target Board has determined in good faith and acting reasonably and having obtained written legal advice from its external legal advisers, that failing to respond to that Competing Proposal or providing the notification referred to in clause 9.4 (as applicable) would be likely to constitute a breach of the Target Directors' fiduciary or statutory obligations and that the Competing Proposal could reasonably be considered to become a Superior Proposal.

10. TERMINATION

10.1 Termination for material breach

A party (Terminating Party) may terminate this Deed at any time, by notice to the other party, if:

(a) the other party is in breach of any clause of this Deed, which breach is material in the context of the Offer;
(b) the Terminating Party has given notice to the other party setting out the material breach and stating an intention to terminate this Deed; and
(c) the material breach has continued to exist for 5 Business Days from the time such notice is given.

10.2 Other termination rights

A party may terminate this Deed at any time, by notice to the other, if Bidder withdraws the Offer for any reason including non-satisfaction of an Offer Condition.

10.3 Termination by Bidder

This Deed may be terminated by Bidder by notice in writing if:

(a) a Target Material Adverse Change occurs;
(b) a Prescribed Occurrence occurs;
(c) there is a breach of any warranty set out in clause 7.2(o);
(d) a Superior Proposal is made or publicly announced for Target by a third party;
(e) the Target Directors recommend a Superior Proposal; or
(f) any member of the Target Board does not recommend the Takeover Bid be approved and accepted by Target shareholders or having recommended the Takeover Bid changes his or her recommendation in relation to the Takeover Bid.

10.4 Termination by Target

This Deed, may following consultation with Bidder, be terminated by Target at any time after the Execution Date by notice in writing to Bidder if a Bidder Event occurs.

10.5 Effect of termination

If this Deed is terminated under clause 10 this Deed will have no further force or effect and the parties will have no further obligations under this Deed, other than in respect of any accrued rights or remedies including in respect of any liability for an antecedent breach of this Deed, and clauses 7, 10 and 11, survive termination of this Deed.

11. GENERAL PROVISIONS

11.1 Entire agreement

This Deed constitutes the entire agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether orally or in writing.

11.2 Variation

This Deed must not be varied except by a later written document executed by all parties.

11.3 Waiver

A right created by this Deed cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.

11.4 Further assurances

Each party must promptly execute all documents and do everything necessary or desirable to give full effect to the arrangements contained in this Deed.

11.5 Time for doing acts

(a) If:
(i) the time for doing any act or thing required to be done; or
(ii) a notice period specified in this Deed,

expires on a day other than a Business Day, the time for doing that act or thing or the expiration of that notice period is extended until the following Business Day.

(b) If any act or thing required to be done is done after 5 pm on the specified day, it is taken to have been done on the following Business Day.

11.6 Governing law and jurisdiction

(a) The laws applicable in New South Wales govern this Deed.
(b) The parties submit to the non-exclusive jurisdiction of the courts of New South Wales and any courts competent to hear appeals from those courts.

11.7 Severance

If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or, where possible, the offending part) is to be severed from this Deed without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.

11.8 Preservation of existing rights

The expiration or termination of this Deed does not affect any right that has accrued to a party before the expiration or termination date.

11.9 No merger

Any right or obligation of any party that is expressed to operate or have effect on or after the completion, expiration or termination of this Deed for any reason, will not merge on the occurrence of that event but will remain in full force and effect.

11.10 Counterparts

This Deed may be executed in any number of counterparts. All counterparts taken together constitute one instrument.

11.11 Relationship of parties

Unless otherwise stated:

(a) nothing in this Deed creates a joint venture, partnership, or the relationship of principal and agent, or employee and employer between the parties; and
(b) no party has the authority to bind any other party by any representation, declaration or admission, or to make any contract or commitment on behalf of any other party or to pledge any other party's credit.

11.12 Legal expenses

Each party must pay its own legal costs and disbursements in connection with the negotiation, preparation, execution and carrying into effect of this Deed.

11.13 Notices

Any notice, demand, consent, approval, request or other communication (Notice) to be given under this Deed must be in writing and must be given to the recipient at its address for service by being:

(a) hand delivered;
(b) sent by facsimile transmission;
(c) sent by prepaid ordinary mail within Australia; or
(d) sent by prepaid Express Post International airmail to the address for service of the recipient party, if the address for service of the sender and the recipient are in different countries.

to Bidder

Address:	298 Tiong Bahru Road #20-02/03 Central Plaza Singapore 168730
Attention:	James Hong Executive Director
Facsimile no:	+65 6332 9489
to Target
Address:	Level 1 61 Spring Street Melbourne Victoria 3000
Attention:	Eddie Pang, Executive Chairman
Facsimile no:	+ 61 3 9662 1472

A Notice is given if:

(e) hand delivered, on the date of delivery;
(f) sent by facsimile transmission during any Business Day, on the date that the sending party's facsimile machine records that the facsimile has been successfully transmitted;
(g) sent by prepaid ordinary mail within Australia, on the date that is 2 Business Days after the date of posting; or
(h) sent by prepaid Express Post International airmail between countries, on the date that is 10 Business Days after the date of posting.

Schedule 1 – Agreed Bid Terms

Offer Consideration

5.3 Bidder Shares for every 2 Target Shares, with any fractional entitlements to Bidder Shares rounded up to the nearest whole Bidder Share.

Offer Conditions

The Offer, and any contracts resulting from acceptance of the Offer, is subject to the fulfilment of the Offer Conditions.

Schedule 2 – Offer Conditions

The Offer is subject to the fulfilment of the following conditions:

1. Minimum acceptance

At or before the end of the Offer Period, Bidder has a Relevant Interest in such number of Target Shares which represents at least 50.1% of the aggregate of all the Target Shares on issue.

2. Bidder shareholder approval

Prior to the end of the Offer Period, Bidder receives the approval of its shareholders, in general meeting, for:

(a) the Takeover Bid and the Offer if required, in accordance with Chapter 10 of the Listing Manual Part A: Mainboard Rules of the SGX-ST; and
(b) the issuance of Bidder Shares as Offer Consideration in accordance with Chapter 8 of the Listing Manual Part A: Mainboard Rules of the SGX-ST.

3. No prescribed occurrences

During the period from the Execution Date to the end of the Offer Period (each inclusive), none of the following occurrences happens:

(a) Target converts all or any of its shares into a larger or smaller number of shares;
(b) Target or a subsidiary of Target resolves to reduce its share capital in any way;
(c) Target or a subsidiary of Target enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C (1) or 257D (1) of the Corporations Act;
(d) Other than in respect of the placement as announced through the ASX on 23 January 2014, Target or a subsidiary of Target issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option other than any Target Shares issued on exercise of a Target Option on issue and announced by Target to the ASX prior to the Execution Date;
(e) Target or a subsidiary of Target issues, or agrees to issue, convertible notes;
(f) Target or a subsidiary of Target disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(g) Target or a subsidiary of Target grants, or agrees to grant, a security interest in the whole, or a substantial part, of its business or property;
(h) Target or a subsidiary of Target resolves to be wound up;
(i) a liquidator or provisional liquidator of Target or of a subsidiary of Target is appointed;
(j) a court makes an order for the winding up of Target or of a subsidiary of Target;
(k) an administrator of Target or of a subsidiary of Target is appointed under section 436A, 436B or 436C of the Corporations Act;
(l) Target or a subsidiary of Target executes a deed of company arrangement; or
(m) a receiver, or a receiver and manager, is appointed in relation to the whole, or a substantial part, of the property of Target or a subsidiary of Target,

each a Prescribed Occurrence.

4. No action by Government Agency adversely affecting the Takeover Bid

During the period from the Execution Date to the end of the Offer Period:

(a) there is not in effect any preliminary or final decision, order, ruling or decree issued by (or on behalf of) a Government Agency;
(b) no action or investigation is instituted, or threatened, by any Government Agency with respect to Target or any subsidiary of Target; or
(c) no application is made to any Government Agency (other than an application by Bidder or any Related Body Corporate of Bidder, an application under sections 657C or 657G of the Corporations Act, or an application commenced by a person specified in section 659B(1) of the Corporations Act in relation to the Takeover Bid),

in consequence of, or in conjunction with, the Takeover Bid (other than a determination by ASIC or the Takeovers Panel in exercise of the power and discretions conferred by the Corporations Act), which restrains or prohibits, or threatens to restrain or prohibit, or may otherwise materially adversely impact upon, the making of the Takeover Bid or the completion of any transaction contemplated by the Takeover Bid (including implementing the intentions expressed therein) or that seeks to require the divestiture by Bidder of any Target Shares, or the divestiture of any assets by Target or by any subsidiary of Target or by any company within the Bidder Group.

5. Approvals by Government Agencies

During the period from the Execution Date to the end of the Offer Period, Bidder receives all Approvals which are required by Law or by any Government Agency:

(a) to permit the Offers to be made to and accepted by Target Shareholders; or
(b) as a result of the Offers or the successful acquisition of the Target Shares and which are necessary for the continued operation of the business of Target and its subsidiaries or of Bidder and its subsidiaries,

and those Approvals are on an unconditional basis and remain in force in all respects and there is no notice or indication of intention to revoke, suspend, restrict, modify or not renew those Approvals.

This includes Bidder receiving the approval of:

(c) the SGX-ST for the listing and quotation of the Bidder Shares to be issued as Offer Consideration; and
(d) relevant Government Agencies in the Republic of Macedonia and Australia which may be required in respect of the Offer and, in particular, the change of control in the Tenements.

6. No material acquisitions, disposals, etc

Except for any proposed transaction publicly announced by Target through the ASX before the Execution Date, none of the following events occurs before the end of the Offer Period without the written consent of Bidder:

(a) Target, or any subsidiary of Target, acquires, offers to acquire or agrees to acquire one or more companies or assets (or an interest in one or more companies or assets) for an amount in aggregate greater than A\$200,000 or makes an announcement about such an acquisition;
(b) Target, or any subsidiary of Target, disposes, offers to dispose or agrees to dispose of, or creates, or offers to create, an equity interest in one or more companies or assets (or an interest in one or more companies or assets) for an amount or value in aggregate greater than A\$200,000 or makes an announcement about such a disposal or creation;
(c) Target, or any subsidiary of Target, enters into, offers to enter into or announces that it proposes to enter into any joint venture, partnership or management agreement involving a commitment of greater than A\$200,000 or dual listed company structure, or makes an announcement about such a commitment;
(d) Target, or any subsidiary of Target, incurs or commits to, or grants to another person a right the exercise of which would involve Target or any subsidiary of Target incurring or committing to, any capital expenditure or liability for one or more related items of greater than A\$200,000 or makes an announcement about such a commitment; or
(e) Target, or any subsidiary of Target, or the Plavica JV Partner disposes, offers to dispose or agrees to dispose of, or creates, or offers to create, an interest in or an Encumbrance over any one or more of the Plavica Concessions.

7. No material failings in filings

Bidder does not become aware, during the period from the Execution Date to the end of the Offer Period, that:

(a) any document filed by or on behalf of Target with ASX or ASIC contains a statement which is incorrect or misleading in any material respect or from which there is a material omission; or
(b) Target has made or not made an announcement in breach of its continuous disclosure obligations.

8. Non-existence of certain rights

No person has any right (whether subject to conditions or not) as a result of Bidder acquiring Target Shares to:

(a) acquire, or require Target or a subsidiary of Target to dispose of, or offer to dispose of, any material asset of Target or a subsidiary of Target;
(b) terminate or vary any material agreement with Target or a subsidiary of Target; or
(c) accelerate or adversely modify the performance or occurrence of any obligations of Target or any of its subsidiaries in a material respect under any material agreements, contracts or other legal arrangements.

9. No force majeure event

During the period from the Execution Date to the end of the Offer Period, no outbreak of hostilities (whether war is declared or not) or terrorism, mobilisation of armed forces, civil or political unrest or labour disturbance, fire or natural disaster, material increase in the intensity of any of the above events or other event beyond the control of Target or its subsidiaries occurs which affects or is likely to affect the assets, liabilities, financial position, performance, profitability or prospects of Target or any of its subsidiaries.

10. No material adverse change to Target

During the period from the Execution Date to the end of the Offer Period, no Target Material Adverse Change occurs.

11. Mining interests

Between the Execution Date and the end of the Offer Period (each inclusive), no mining or exploration agreement, right or licence to explore or mine or both a particular area or to construct, use or maintain infrastructure in connection with a mining operation, including an exploration licence or mining licence held by any member of the Target Group or in which a member of the Target Group has a legal or economic interest (including the Tenements and the Plavica Concessions) at the Execution Date (Mining Interests), or any interest in any Mining Interest, is revoked or terminated (excluding for the avoidance of doubt relinquishment of parts of tenements in the ordinary course of business).

12. Distribution

Other than as announced by Target before the Execution Date, Target (each subsidiary of Target) does not, before the end of the Offer Period, make or declare, or announce an intention to make or declare, any distribution (whether by way of divided, capital reduction or otherwise and irrespective of whether it is cash or in specie).

13. Other persons acquiring a Relevant Interest

Other than as announced through the ASX before the Execution Date, before the end of the Offer Period no person or persons (other than Bidder and its Associates) acquire a Relevant Interest in 20% or more of Target Shares.

14. Bidder Event

Before the end of the Offer Period, the rolling 5 day VWAP of Bidder's Shares as quoted on the SGX-ST ending on any trading day on the SGX-ST falls to a level that is 20% or more below the price of Bidder's Shares as at the close of trading of the SGX-ST on the Business Day before the Execution Date.

15. Plavica Joint Venture Agreement

Between the Execution Date and the end of the Offer Period:

(a) there is no variation or termination of the Plavica JV Agreement; and

(b) neither a member of the Target Group nor the Plavica JV Partner is in breach of any material term or obligation under the Plavica JV Agreement.

16. Plavica Concessions

(a) Between the Execution Date and the end of the Offer Period, all of the Plavica Concessions are and remain valid, effective and in good standing;
(b) Between the Execution Date and the end of the Offer Period, the Plavica JV Partner is and remains the registered holder of all of the Plavica Concessions.
(c) Between the Execution Date and the end of the Offer Period, the Plavica JV Partner is in, and remains in, compliance with all material obligations under the terms and conditions of the Plavica Concessions.
(d) By 28 February 2014, Target will finalise and submit to the Plavica JV Partner the final feasibility study in respect of Plavica Concession No. 19-6648/1 in accordance and compliance with the terms of the Plavica JV Agreement and all relevant Laws.
(e) Prior to the end of the Offer Period, no application for exploitation, exploration or extension of any of or in respect of any of the Plavica Concessions (or any of the land the subject of the Plavica Concessions) which is made by the Plavica JV Partner or Target (or an associate of either entity) is rejected or declined by the Ministry of Economy of the Republic of Macedonia.

17. Existing Loan Agreements

At any time between the Execution Date and the end of the Offer Period:

(a) no additional amounts are drawn down by Target under the Existing Loan Agreements; and
(b) there is no issue of any Target Shares as a result of any conversion or set-off of any amounts owing the Existing Loan Agreements.

18. Target Options

There is no change, before the end of the Offer Period, to any of the terms or conditions of the Target Options.

Schedule 3 – Tenements

	TENEMENT		COMPANY'S	CURRENT
PROJECT	NUMBER	COMMODITY	INTEREST	AREA Km²,	CURRENT HOLDER	COUNTRY STATE
Alice Springs	EL24817	Copper-Iron- Gold	100%	372.59	Genesis Resources Ltd	NT
Arltunga	EL25238	Gold-PGE	100%	95.20	Genesis Resources Ltd	NT
Fenn Gap	EL24839	lron- Manganese	100%	52.43	Genesis Resources Ltd	NT
Laura River	EPM15242	Gold-PGE	100%	165.35	Genesis Resources Ltd	QLD
Pioneer	EPM15619	Gold	100%	6.235	Genesis Resources Ltd	QLD
McArthur River	EL24814	Manganese- Base Metals	100%	380.88	Genesis Resources Ltd	NT
Gladstone	EPM15771	Manganese	100%	63.93	Genesis Resources Ltd	QLD
Mt Millar	ML80166	Manganese	100%	32.24 Ha	Genesis Resources Ltd	QLD
Plavica & Crn Vrv	19-6070/1	Gold-Silver Copper	62%*·	27.61	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6077/1	Gold-Silver Copper	62%*	26.35	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6078/1	Gold-Silver Copper	62%*	29.11	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6081/1	Gold-Silver Copper	62%*	29.99	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6082/1	Gold-Silver Copper	62%*	26.40	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6083/1	Gold-Silver Copper	62%*	28.07	Sileks AD Kratovo	FYROM

Vrv Copper Kratovo	Plavica & Crn	19-6648/1	Gold-Silver	62%*	17.41	Sileks AD	FYROM
--------------------------	---------------	-----------	-------------	------	-------	-----------	-------

Schedule 4 – Announcements

See attached

Execution page

Executed as a deed

The common seal of Blumont Group Ltd. was affixed in the presence of:

....................................................................... Signature of Director

......................................................................... Signature of Director/Company Secretary

....................................................................... Name of Director

......................................................................... Name of Director/Company Secretary

Executed by Genesis Resources Ltd (ACN 114 787 469) in accordance with section 127 of the Corporations Act:

.......................................................................

Signature of Director

Eddie Pang ....................................................................... Name of Director

.........................................................................

Signature of Director/Secretary

Sophie Karzis

......................................................................... Name of Director/Secretary