GENESIS RESOURCES LIMITED

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(ASX: GES)

ASX and Media Release

24 January 2014

Proposed takeover bid for Genesis Resources Limited

The Board of Genesis Resources Limited ( Genesis or the Company ) is pleased to advise 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.

The scrip offer implies a price of 16.9 Australian cents per Genesis share (based on Blumont’s value weighted average price (VWAP) of 7.19 Singapore cents and a A$:S$ exchange rate of 1.1276 yesterday) and a total market value for Genesis of A$ 32.5 million.

The completed takeover would give Genesis shareholders the choice of remaining an investor in Genesis’ current exploration activities through an investment in a broader resource investment vehicle, or realising their investment by selling their new Blumont shares. The offer represents an 87.78% premium for Genesis shareholders.

Proposed offer details

Blumont will make its off-market offer as soon as possible and in any event within 2 months. It will offer 5.3 Blumont shares for every 2 Genesis shares currently on issue and Genesis shares that are issued under the placement announced on 23 January 2014 and that are issued upon exercise of an option during the bid period. The offer conditions will include a 50.1% minimum acceptance condition and approval by Blumont shareholders of the takeover and the issue of Blumont shares as consideration. Other conditions relate to the continuity of Genesis’ interest in the Plavica Project and conditions about the absence of prescribed occurrences, material adverse events and a fall of 20% or more in the Blumont share price.

A copy of Blumont’s announcement to the SGX is attached . The Takeover Bid Implementation Deed will be released to the ASX immediately after this announcement.

Genesis’ directors intend to recommend that all Genesis shareholders accept the takeover offer and have undertaken to accept the offer for their own shares in the absence of a superior proposal.

The Genesis directors are focussed on obtaining the best possible outcome for Genesis and its shareholders, and are being advised by Australian national law firm HWL Ebsworth.

GENESIS RESOURCES LIMITED ACN 114 787 469 Level 1, 61 Spring Street, Melbourne, Victoria 3000, Australia T + 61 3 9286 7500 | F + 61 3 9662 1472 | www.genesisresourcesltd.com.au

About Blumont

Blumont is a Singapore investment 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 involved 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.

For further information see www.blumontgroup.com Blumont is listed on the Singapore Exchange (SGX), see www.sgx.com

- Ends-

For further information, please contact:

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

2 | P a g e

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BLUMONT GROUP LTD.

(Company Registration No.: 199302554G)

(I ~~ncorporated~~ in the Rep ~~ublic of Singa~~ pore)

TAKEOVER BID FOR GENESIS RESOURCES LIMITED

1. INTRODUCTION

The board of directors (the “ Board ”) of Blumont Group Ltd. (博�有限公司) (the “ Company ”) wishes to announce that the Company has, on 24 January 2014, entered into a bid implementation deed (the “ Implementation Deed ”) with Genesis Resources Limited (“ GES ”), pursuant to which the Company has agreed to make an off-market takeover bid (the “ Takeover Bid ”) to acquire all the fully paid ordinary shares in the capital of GES (“ GES Shares ”).

The consideration to be offered under the Takeover Bid (the “ Takeover Consideration ”) is to be satisfied by way of an allotment and issue of 5.3 new fully paid ordinary shares in the capital of the Company (“ Shares ”) for every two GES Shares, up to a maximum of approximately 509,549,791 new Shares (the “ Consideration Shares ”), subject to any fractional entitlements being rounding up to the nearest whole Consideration Share.

2. BACKGROUND ON GES

( Information relating to GES has been extracted from publicly available sources.

2.1. Corporate Information

GES is a company incorporated in Australia whose shares are listed and quoted for trading on the Australian Securities Exchange (“ ASX ”). The current directors of GES are Eddie Pang Lung Yiu (Chairman), Alex Lim Hooi-Kiang (Non-Executive Director), Patrick John Volpe (NonExecutive Director), Deric Wee Kok Bin (Non-Executive Director) and John Zee Yong Teak (Non-Executive Director). GES has its registered office at Level 1, 61 Spring Street, Melbourne, Victoria 3000.

As at 23 January 2014, GES has a total issued share capital of 153,982,858 GES Shares and 26,535,376 unlisted options (“ GES Options ”) which may be exercised and result in new ordinary shares in GES being issued, on or prior to the end of the Offer Period (as defined below). Additionally, as announced by GES on 23 January 2014, GES intends to issue 11,764,706 ordinary shares in GES to an unrelated investor (the “ Placement ”). For the purpose of this announcement, the expression “ GES Shares ” shall include 26,535,376 new shares in GES which would be issued upon the exercise of the GES Options and 11,764,706 new shares which would be issued upon the completion of the Placement.

2.2. Mineral and Resources Portfolio

GES is a mineral exploration and development company with a portfolio of quality gold, iron, manganese, uranium and base metal (copper-zinc- silver) projects in the highly prospective Proterozoic and Phanerozoic metallogenic provinces of northern and central Australia. It owns

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seven exploration licences covering more than 1,136 square kilometres (“ sq km ”) in Queensland and the Northern Territory of Australia and has an interest in an exploration project in the Republic of Macedonia. The list of exploration projects is set out in the table below. More ~~details~~ on the expl ~~oration projec~~ ts can be found in Schedule 2 to this announcement.

Project	Interest of GES(%)	Area (sq km)	Location
Plavica Gladstone Alice Springs Arltunga McArthur River Fenn Gap Pioneer Laura River Mt Miller(2)	62~~(1)~~ 100 100 100 100 100 100 100 100	184.94 63.93 372.59 95.20 380.88 52.43 6.23 165.35 32.24 Ha	Republic of Macedonia Queensland, Australia Northern Territory, Australia Northern Territory, Australia Northern Territory, Australia Northern Territory, Australia Queensland, Australia Queensland, Australia Queensland, Australia

Notes:

(1) Subject to the terms and conditions of the joint venture agreement between GES and Mining Industrial Combine – SILEKS joint stock company-Kratovo (in Macedonian: Рударско индустриски комбинат - СИЛЕКС акционерско друштво-Кратово) (the “ Plavica JV Partner ”) dated 19 July 2007 (the “ Plavica JV Agreement ”).
(2) The Mt Miller Manganese Project covers 32.24 Ha of area within the Gladstone tenement. An Environmental Authority (Mining Lease) Non Code Compliant Level 2 Mining Project (EA MIN20115110) was granted on 21 April 2011 and GES has applied for the mining lease.

GES is focused on the project governed by the Plavica JV Agreement in the Republic of Macedonia (the “ Plavica Project ”). The Plavica Project is situated within the Carpathian Volcanic Arc, a major epithermal province running through Eastern Europe, which is highly prospective for gold, copper and silver mineralisation. The Ministry of Economics of the Republic of Macedonia has granted seven concession licences over the Plavica Project to the Plavica JV Partner for a term of four years expiring April 2014. In 2012, Genesis announced a maiden JORC[1] Inferred Mineral Resource[2] (based on the JORC Code 2004 Edition) for the Plavica Project estimating it to contain Inferred Mineral Resources of 1.86 million ounces of gold at an average grade of 1.0 grams per tonne (“ g/t ”) Au; 28.2 million ounces of silver at an average grade of 25 g/t Ag; and 33,900 tonnes of copper at an average grade of 0.43% Cu. In September 2013, GES announced in its 2013 annual report that more than 21,418.9 metres of drilling was completed during the period from March to September 2013. The results from the drilling are encouraging and suggest that the Plavica Project is viable at current economic conditions and prices.

GES has the right, upon paying for all work expenditures up to the completion of the final feasibility study, to acquire a 62% interest in the Plavica Project. As reported in its quarterly activities report for June 2013 to September 2013, GES has engaged a number of specialist consultants in Macedonia to complete a Macedonian government-required feasibility study.

1 Joint Ore Reserves Committee

2 “Inferred Mineral Resource”, as defined in the JORC Code 2004 Edition, is that part of a Mineral Resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.

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Upon completion of the final feasibility study, GES expects that the Ministry of Economy of the Republic of Macedonia will issue a 30-year exploitation licence in respect of the principal concession of the Plavica Project and GES will have also satisfied the terms of the Plavica JV ~~Agree~~ ment to acq ~~uire a 62%~~ interest in the Plavica Project. GES intends to lodge the final feasibility study with the Plavica JV Partner before 28 February 2014.

2.3. Financial Information

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

FY2013 (A$) FY2012 (A$)	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 Net Assets	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
	7,981,516 4,069,396

The book value, net tangible asset (“ NTA ”) value and latest available open market value of the GES Shares to be acquired pursuant to the Takeover Bid are as follows:

	GES Shares
	(A$)
Book value(1)	7,981,516
NTA value(1)	7,981,516
Latest available open market value(2)	17,305,465

Notes :

(1) Based on the latest announced consolidated financial statements of GES for the financial year ended 30 June 2013.
(2) Based on the volume weighted average price (“ VWAP ”) of each GES Share of A$0.09 on 22 January 2014 and assuming the maximum of 192,282,940 GES Shares are acquired pursuant to the Takeover Bid.

Additional information on GES can be found at its website at www.genesisresourcesltd.com.au.

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3. RATIONALE FOR THE TAKEOVER BID

Since late 2012, the Company and its subsidiaries (collectively, the “ Group ”) have embarked ~~on a n~~ ew strategy ~~to acquire a~~ nd hold multiple and diversified mineral and energy resources assets and it has been actively pursuing and acquiring new investment opportunities in this sector.

On 21 August 2013, the Company announced its intention to seek the approval of the shareholders of the Company (“ Shareholders ”) to include the business of exploration, development and production of mineral and energy resources and investments in mineral and energy resources projects and companies (collectively, the “ Mineral and Energy Resources ”) as an additional core business activity of the Company. With the Takeover Bid, the Company hopes to acquire the entire equity of GES to add value to the Plavica Project and to the Shareholders and to strengthen its position in the Mineral and Energy Resources industry.

4. PRINCIPAL TERMS OF THE TAKEOVER BID

4.1. Offer Terms

(a) Takeover Bid

The Company is required to lodge and issue a bidder’s statement (the “ Company’s Statement ”) to the shareholders of GES within two months of the date of the Implementation Deed offering to acquire all the GES Shares.

The offer will extend to GES Shares which are issued during the period from the date (the “ Register Date ”) set by the Company pursuant to section 633(2) of the Corporations Act 2001 of Australia (“ Corporations Act ”) to the end of the Offer Period (as defined below) due to a conversion or exercise of rights attached to securities which exist, or will exist, as at the Register Date including without limitation, any GES Option.

(b) Bid Price

The Takeover Bid will be made at an implied bid price (the “ Bid Price ”) of A$0.169 (approximately S$0.191[3] ) per GES Share, for an aggregate consideration of up to a maximum of A$32,495,816 (approximately S$36,642,283). The Bid Price represents a premium of approximately 87.78% over the VWAP of each GES Share traded on the ASX on 22 January 2014. No valuation report was procured for the GES Shares.

In agreeing to the Bid Price, the Company relied on the closing price of the GES Shares and the net asset value (“ NAV ”) of the GES Shares of approximately A$7,981,516 as at 30 June 2013 as well as an arms’ length commercial negotiation with the management team of GES.

(c) Takeover Consideration

3 In this announcement, unless expressly stated otherwise, A$ amounts are converted to S$ at an exchange rate of A$1.00 to S$1.1276.

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The Takeover Consideration is to be satisfied by way of an issue and allotment of 5.3Consideration Shares for every two GES Shares. Any fractional entitlements to Consideration Shares will be rounded up to the nearest whole Consideration Share.

The Takeover Consideration will comprise up to approximately 509,549,791 Consideration Shares, representing approximately 19.73% and 16.48% respectively of the Company’s existing and enlarged share capital based on its issued share capital as at 24 January 2014. The implied issue price of S$0.0719 per Consideration Share represents a premium of 1.27% to the closing price per Share and a premium of 0.001% to the VWAP per Share for trades of the Shares done on the Main Board of the Singapore Exchange Securities Trading Limited (“ SGX-ST ”) on 23 January 2014, being the full market day immediately preceding the date on which the Implementation Deed is executed.

The exact number of Consideration Shares to be allotted and issued will depend on the level of acceptances received and the rounding upwards of fractional entitlements. The Company will make announcements of the exact number of Consideration Shares to be allotted and issued subsequent to the close of the Takeover Bid.

The Company will be seeking approval from the Shareholders for the allotment and issuance of the Consideration Shares pursuant to the Takeover Bid. The Company will also be making an application to the SGX-ST to list and quote the Consideration Shares on the Official List of the SGX-ST.

(d) The Offer Period

The Takeover Bid will be open for acceptance for a period of not less than one month from the date the Company’s Statement is lodged and issued (the “ Offer Period ”). Subject to certain restrictions under Australian laws, the Offer Period can be extended so that the Offer Period does not exceed 12 months.

(e) Recommendation of GES Directors

The directors of GES (the “ GES Directors ”) have indicated that they will recommend and accept the Takeover Bid in respect of GES Shares that they own or control unless a Superior Proposal (as defined below) is received during the Offer Period and is not matched or exceeded by an increase in the Takeover Consideration within five business days of the Company receiving notification from GES.

4.2. Offer Conditions

The Takeover Bid is subject to the conditions set out in Schedule 1 to this announcement (the “ Offer Conditions ”). Each of GES and the Company 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. Any breach or non-fulfilment of the Offer Conditions may be waived by the Company at its discretion. If the Offer Conditions are not satisfied or waived before the end of the Offer Period (including any extension thereof), the Takeover Bid will automatically lapse.

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4.3. GES Break fee

GES must pay a break fee of A$50,000 to the Company if at any time after the date of the ~~Implem~~ entation ~~Deed, any~~ of the following circumstances occur (the “ Break Fee Circumstances ”):

(a) any proposal, expression of interest, offer, transaction or arrangement pursuant to which a person (other than the Company or any company within the Group) would, if such were implemented substantially in accordance with its terms:
(i) directly or indirectly, acquire an interest in all or a substantial part of the assets of GES;
(ii) directly or indirectly, acquire, a Relevant Interest (as defined in the Corporations Act) in or become the holder of 20% or more of the GES Shares and/or 20% of the GES Options;
(iii) acquire control of GES, within the meaning of section 50AA of the Corporations Act; or
(iv) otherwise acquire or merge with GES (including by way of a scheme of arrangement, reverse takeover bid or dual listed companies structure)

(each, a “ Competing Proposal ”),

is announced and is publicly recommended, promoted or otherwise endorsed by the board of directors of GES (the “ GES Board ”) or by any of the GES Directors;

(b) a Competing Proposal is completed at any time prior to the date that is six months after the date of the Implementation Deed and, as a result, a party to the Competing Proposal acquires a Relevant Interest (as defined in the Corporations Act) in 30% or more of all GES Shares which was not held prior to the announcement of the Competing Proposal;
(c) any GES Director does not recommend the Takeover Bid to the shareholders of GES or, having recommended it, withdraws his or her recommendation of the Takeover Bid except if the GES Director is acting in good faith in response to a bona fide Competing Proposal which the GES Directors have determined in good faith and after consultation with external legal and financial advisers, is:
(i) reasonably capable of being valued, taking into account all aspects of the Competing Proposal and the person making it;
(ii) reasonably capable of being completed on a timely basis; and
(iii) is more favourable to the shareholders of GES than the Takeover Bid, taking into account all the terms and conditions of the Competing Proposal,

(a “ Superior Proposal ”), or the Implementation Deed is terminated or a Company Event (as defined below) occurs;

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(d) any GES Director who holds GES Shares or who has control over GES Shares (“ GES Director Shares ”) does not accept the Offer (or procures that any GES Director Share is not accepted into the Takeover Bid) except if there is a Superior Proposal or the Implementat ~~ion Deed ha~~ s been validly terminated or if any event or circumstances which results in the rolling five day VWAP of the Shares as quoted on the SGX-ST ending on any trading day during the period from the date of the Implementation Deed to the Relevant Date falling to a level that is 20% below the price of the Shares as at the close of trading on the business day before the date of the Implementation Deed (each, a “ Company Event ”) occurs;
(e) the Company terminates the Implementation Deed and that termination relates to:
(i) a material unremedied breach of a warranty made by GES in the Implementation Deed (or a material breach of a warranty made by GES in the Implementation Deed that cannot be remedied) and the effect of that breach would result in a material adverse change to, inter alia , the business of GES, and cause a person in the position of the Company to not proceed with the Takeover Bid on the terms and subject to the conditions of the Implementation Deed;
(ii) the happening of a prescribed occurrence (as set out in schedule 2 of the Implementation Deed) (a “ Prescribed Occurrence ”) which was not consented to by the Company or has not been waived by the Company;
(f) the Company terminates the Implementation Deed in accordance with the terms and conditions set out therein; or
(g) a dividend other than a dividend made in the ordinary course of business is declared, announced or paid during the term of the Implementation Deed.

The Break Fee will not be payable if the Offer Conditions have been satisfied or waived and the Company becomes the holder of not less than 25% of GES Shares as a result of the Takeover Bid, notwithstanding the occurrence of any Break Fee Circumstances.

4.4. Appointments to GES Board

GES shall procure, as soon as practicable after the Offer Period closes, the resignation of such number of GES Directors as requested by the Company and the appointment of such number of persons nominated by the Company as GES Directors such that the number of GES Directors nominated by the Company to the GES Board is proportionate, as far as possible, to the Relevant Interest (as defined in the Corporations Act) of the Company in GES.

5. RELATIVE BASES UNDER RULE 1006 OF THE LISTING MANUAL

Based on the audited financial statements of GES for the financial year ended 30 June 2013, GES has incurred a loss for the year of A$1,795,065.

Assuming that the Company acquires all of the GES Shares pursuant to the Takeover Bid, the relative figures for the Takeover Bid computed on the bases set out in Rule 1006 of the Listing Manual Part A: Mainboard Rules of the SGX-ST (the “ Listing Manual” ) are set out below.

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	Bases	Percentage (%)
(a)	Net asset value of the assets to be disposed of, compared with	Not applicable for
	net asset value of the Company and its subsidiaries (collectively,	acquisitions
	the “Group”)
(b)	Net losses~~(1)~~attributable to the assets acquired, compared with	(3.99)%
	the Group’s net profits
(c)	Aggregate value of the Takeover Consideration~~(2)~~, compared with	19.73%
	the Company’s market capitalisation based on the total number of
	issued Shares excluding treasury shares(3)
(d)	The total number of Consideration Shares~~(4)~~ issued as	19.73%
	consideration for the Takeover Bid, compared with the number of
	equity securities previously in issue
(e)	The aggregate volume or amount of proved and probable	Not applicable for
	reserves to be disposed of, compared with the aggregate of the	acquisitions
	group's proved and probable reserves.

Notes:

(1) Net profit/(loss) is defined as profit or loss before income tax, minority interests and extraordinary items. Based on the audited financial statements of GES for the financial year ended 30 June 2013, the net losses attributable to the assets being acquired pursuant to the Takeover Bid amounts to approximately A$1.795 million (approximately S$2.024 million). The unaudited profit before income tax for the Group for the nine-month period ended 30 September 2013 was S$50.68 million.
(2) Where the consideration is in the form of shares, the value of the consideration shall be determined by reference either to the market value of such shares or the NAV represented by such shares, whichever is higher. The aggregate value of the Takeover Consideration is based on the market value of S$36,636,630 of the Consideration Shares on 23 January 2014, being the last traded market day prior to the date of the Implementation Deed.
(3) Market capitalisation is determined by multiplying the number of Shares by the weighted average price of such Shares transacted on the market day preceding the date of the Implementation Deed. As at the date of this announcement, the Company has 2,583,006,879 issued Shares. The market capitalisation of the Company for the purposes of the Takeover Bid is approximately S$185.72 million based on the VWAP of S$0.0719 per Share on 23 January 2014, being the last traded market day prior to the date of the Implementation Deed.
(4) The maximum number of Consideration Shares to be issued is approximately 509,549,791.

As the relative figure computed on the base set out in Rule 1006(b) is a negative figure, the Company will be consulting the SGX-ST, in accordance with Rule 1007(1) of the Listing Manual, on whether approval of the Shareholders is required for the Takeover Bid under Rule 1014 of the Listing Manual.

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6. FINANCIAL EFFECTS OF THE TAKEOVER BID

The pro forma financial effects of the Takeover Bid as set out below are for illustrative purposes ~~only a~~ nd do not r ~~eflect the futu~~ re financial results or position of the enlarged group after the completion of the Takeover Bid.

The objective of presenting the pro forma financial effects of the Takeover Bid as shown below is to illustrate what the historical financial information might have been had the Takeover Bid been completed at an earlier date. However, such financial information is not necessarily indicative of the results of the operations or the related effects in the financial position that would have been attained had the Takeover Bid been completed at the earlier date.

The financial effects in this section are based on the audited accounts of the Company for the 12 months ended 31 December 2012. The pro forma financial effects of the Takeover Bid have been prepared based on the following assumptions:

(a) the Takeover Bid was completed on 1 January 2012 for the purpose of computing the pro forma financial effects on the earnings per Share (“ EPS ”) of the Company; and
(b) the Takeover Bid was completed on 31 December 2012 for the purpose of computing the pro forma financial effects on the NTA per Share of the Company.

6.1. Effect on EPS

For illustrative purposes only, and assuming the Takeover Bid was completed at the beginning of the financial year ended 31 December 2012, the pro forma financial effects of the Takeover Bid on the EPS are as follows:

	Before the	After the
	Takeover Bid	Takeover Bid
Profitper Share(S$)	27.72 million	25.69 million~~(1)~~
Weighted average number of Shares	1,434,116,608	1,943,666,399~~(2)~~
EPS (cents)	1.933	1.322

Notes :

(1) The figure is derived by adding the loss for the year ended 30 June 2013 of GES of approximately A$1,795,065 (approximately S$2.024 million) and the net profit of the Company of S$27.72 million.
(2) The weighted average number of Shares includes 509,549,791 Consideration Shares, being the maximum number of Consideration Shares to be issued.

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6.2. Effect on NTA

For illustrative purposes only, and assuming the Takeover Bid was completed at the end of the ~~financ~~ ial year ende ~~d 31 Decem~~ ber 2012, the pro forma effects of the Takeover Bid on the NTA per Share are as follows:

	Before the	After the
	Takeover Bid	Takeover Bid
NTA value(S$)	100,813,696	109,832,809(1)
Weighted average number of Shares	1,692,504,586	2,202,054,377~~(2)~~
NTA per Share (cents)	5.956	4.987

Notes :

(1) The figure is derived by adding the NTA as at 30 June 2013 of GES of approximately A$7,981,516 (approximately S$9.02 million) and the NTA of the Company of S$100.81 million.
(2) The weighted average number of Shares includes 509,549,791 Consideration Shares, being the maximum number of Consideration Shares to be issued.

7. INTERESTS OF DIRECTORS AND CONTROLLING SHAREHOLDERS

None of the directors of the Company (the “ Directors ” and each, a “ Director ”) (other than in his capacity as a Director or Shareholder) or controlling shareholders of the Company (other than in its capacity as a Shareholder) has any interest, direct or indirect, in the Takeover Bid.

8. SERVICE CONTRACTS

Subject to the Company in general meeting approving, inter alia , the allotment and issue of the Consideration Shares, the Company intends, subsequent to the close of the Offer Period, to appoint new directors to the Board of GES, although the Implementation Deed includes nomination rights as specified above.

No person will be appointed to the Board of the Company in connection with the Takeover Bid.

9. INTRODUCER

GES, the management of GES and the opportunity to the Takeover Bid were introduced to the Company by Mr. Peter Lester, a director of Accessio Resources Pty Ltd, the Company’s partner in Blumont Copper Pte. Ltd. and there is no commission payable by the Company to Mr. Lester or any other person arising from the Takeover Bid.

10. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the Implementation Deed will be made available for inspection during normal business hours at the registered office of the Company at 298 Tiong Bahru Road, #20-02/03

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Central Plaza, Singapore 168730 for a period of three months from the date of this announcement.

11. UPDATES

The Company will disclose any updates or further information on the Takeover Bid when it is appropriate to do so.

BY ORDER OF THE BOARD Blumont Group Ltd.

James Hong Gee Ho Executive Director 24 January 2014

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SCHEDULE 1

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, the Company has a Relevant Interest (as defined in the Corporations Act) in such number of GES Shares which represents at least 50.1% of the aggregate of all the GES Shares on issue.

2. Shareholder approval

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

(a) the Takeover Bid and the Offer, if required under Chapter 10 of the Listing Manual; and
(b) the issuance of the Consideration Shares as Consideration in accordance with Chapter 8 of the Listing Manual.

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) GES converts all or any of its shares into a larger or smaller number of shares;
(b) GES or a subsidiary of GES resolves to reduce its share capital in any way;
(c) GES or a subsidiary of GES 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, GES or a subsidiary of GES issues shares, or grants an option over its shares, or agrees to make such an issue or grant such an option other than any GES Shares issued on exercise of a GES Option on issue and announced by GES to the ASX prior to the Execution Date;
(e) GES or a subsidiary of GES issues, or agrees to issue, convertible notes;
(f) GES or a subsidiary of GES disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;
(g) GES or a subsidiary of GES grants, or agrees to grant, a security interest in the whole, or a substantial part, of its business or property;
(h) GES or a subsidiary of GES resolves to be wound up;
(i) a liquidator or provisional liquidator of GES or of a subsidiary of GES is appointed;
(j) a court makes an order for the winding up of GES or of a subsidiary of GES;
(k) an administrator of GES or of a subsidiary of GES is appointed under section 436A, 436B or 436C of the Corporations Act;
(l) GES or a subsidiary of GES 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 GES or a subsidiary of GES,

(each a “ Prescribed Occurrence ”).

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

~~During~~ the period f ~~rom the Exec~~ ution 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 GES or any subsidiary of GES; or
(c) no application is made to any Government Agency (other than an application by the Company or any Related Body Corporate (as defined in the Corporations Act) of the Company, 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 the Australian Securities & Investments Commission (“ 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 the Company of any GES Shares, or the divestiture of any assets by GES or by any subsidiary of GES or by any company within the GES Group.

5. Approvals by Government Agencies

During the period from the Execution Date to the end of the Offer Period, the Company 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 GES Shareholders; or
(b) as a result of the Offers or the successful acquisition of the GES Shares and which are necessary for the continued operation of the business of GES and its subsidiaries or of the Company 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 the Company receiving the approval of:

(a) the SGX-ST for the listing and quotation of the Consideration Shares to be issued as Consideration; and
(b) 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 GES 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 the Company:

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(a) GES, or any subsidiary of GES, 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) GES, or any subsidiary of GES, 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) GES, or any subsidiary of GES, 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) GES, or any subsidiary of GES, incurs or commits to, or grants to another person a right the exercise of which would involve GES or any subsidiary of GES 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) GES, or any subsidiary of GES, 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

The Company 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 GES 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) GES 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 the Company acquiring GES Shares to:

(a) acquire, or require GES or a subsidiary of GES to dispose of, or offer to dispose of, any material asset of GES or a subsidiary of GES;
(b) terminate or vary any material agreement with GES or a subsidiary of GES; or
(c) accelerate or adversely modify the performance or occurrence of any obligations of GES 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 GES or its subsidiaries occurs which affects or is likely to affect the assets, liabilities, financial position, performance, profitability or prospects of GES or any of its subsidiaries.

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10. No material adverse change to GES

~~During~~ the period ~~from the Ex~~ ecution Date to the end of the Offer Period, no GES 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 GES Group or in which a member of the GES 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 GES before the Execution Date, GES (each subsidiary of GES) 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 the Company and its Associates) acquire a Relevant Interest in 20% or more of GES Shares.

14. Bidder Event

Before the end of the Offer Period, the rolling 5 day VWAP of the 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 the 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 GES 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.

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(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 Febr ~~uary 2014, G~~ ES 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 GES (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 GES under the Existing Loan Agreements; and
(b) there is no issue of any GES Shares as a result of any conversion or set-off of any amounts owing the Existing Loan Agreements.

18. GES Options

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

DEFINITIONS

In this Schedule 1, capitalised terms bear the meanings given to them in the announcement and below unless the context indicates otherwise:

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

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

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

“ 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 the Implementation Deed is signed by the Company and GES;

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

“ GES Group ” means GES and its subsidiaries;

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“ GES 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 ad ~~verse effect~~ on the business, assets, liabilities, financial or trading position, profitability or prospects of the GES 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 GES or its subsidiaries or in which a member of the GES 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 GES 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 GES or otherwise disclosed to ASX or ASIC by GES 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;

“ GES 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;

“ GES Shareholder ” means a person who is recorded in GES’s register of members as the holder of one or more GES Shares;

“ 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 GES, and the law of Singapore as those laws apply to the Company, and includes:

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

“ Offer ” means each offer to acquire GES Shares to be made by the Company in connection with the Takeover Bid;

“ Plavica Concessions ” means the concessions noted in the bottom seven rows of the table in Schedule 2;

“ 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; and

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“ Tenements ” means the tenements set out in Schedule 2 and includes the Plavica Concessions.

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SCHEDULE 2

TENEMENTS

	TENEMENT		CURRENT
PROJECT	NUMBER	COMMODITY	AREAKm²,	CURRENT HOLDER	COUNTRY STATE
Alice Springs	EL24817	Copper-Iron- Gold	372.59	Genesis Resources Ltd	NT
Arltunga	EL25238	Gold-PGE	95.20	Genesis Resources Ltd	NT
Fenn Gap	EL24839	lron- Manganese	52.43	Genesis Resources Ltd	NT
Laura River	EPM15242	Gold-PGE	165.35	Genesis Resources Ltd	QLD
Pioneer	EPM15619	Gold	6.235	Genesis Resources Ltd	QLD
McArthur River	EL24814	Manganese- Base Metals	380.88	Genesis Resources Ltd	NT
Gladstone	EPM15771	Manganese	63.93	Genesis Resources Ltd	QLD
Mt Millar	ML80166	Manganese	32.24 Ha	Genesis Resources Ltd	QLD
Plavica & Crn Vrv	19-6070/1	Gold-Silver-Copper	27.61	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6077/1	Gold-Silver-Copper	26.35	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6078/1	Gold-Silver-Copper	29.11	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6081/1	Gold-Silver-Copper	29.99	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6082/1	Gold-Silver-Copper	26.40	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6083/1	Gold-Silver-Copper	28.07	Sileks AD Kratovo	FYROM
Plavica & Crn Vrv	19-6648/1	Gold-Silver-Copper	17.41	Sileks AD Kratovo	FYROM

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GENESIS RESOURCES LIMITED — Merger & Acquisition 2014

64980_rns_2014-01-23_077b5ec3-6fea-41f3-a7e1-21dafe0d2df2.pdf