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GENESIS MINERALS LIMITED‌‌‌‌‌‌

ACN 124 772 041

NOTICE OF ANNUAL GENERAL MEETING EXPLANATORY STATEMENT AND PROXY FORM‌‌‌‌

TIME: 10.00am (WST)

DATE: 30 November 2015

PLACE: 35 Richardson Street, West Perth Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9322 6178.‌

CO N TE N TS P A G E

Notice of Annual General Meeting 3

Explanatory Statement 6

Glossary 17

Proxy Form 19

T I ME A N D P L A C E O F ME E T I N G A N D HOW T O V OT E VENUE‌

The Annual General Meeting of the Shareholders to which this Notice of Meeting relates will be held at

10.00am (WST) on 30 November 2015 at:

35 Richardson Street, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Annual General Meeting affects your shareholding and your vote is important.

VOTING IN PERSON

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

1. post to Genesis Minerals Limited, PO Box 437, West Perth, WA 6872

   
   

2. email to [email protected]

so that it is received not later than 10.00am (WST) on 28 November 2015.

Proxy Forms received later than this time will be invalid.

N O TI CE O F A N N UA L G E N ER A L MEET I N G

Notice is given that the Annual General Meeting of Shareholders will be held at 10.00am (WST) on 30 November 2015 at 35 Richardson Street, West Perth, Western Australia.

The Explanatory Statement to this Notice of Meeting provides additional information on matters to be considered at the Annual General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at

5.00 pm (WST) on 28 November 2015.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the Glossary.

AGENDA

1. ANNUAL REPORT

   
   

   To receive and consider the financial report of the Company together with the reports of the Directors and the auditor for the financial year ended 30 June 2015.

   
   

2. RESOLUTION 1 - ADOPTION OF THE REMUNERATION REPORT

   
   

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   
   

   'That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the remuneration report for the financial year ended 30 June 2015 be adopted'.

   
   

   Short Explanation: The Remuneration Report is in the Directors' Report section of the Company's Annual Report. Listed companies are required to put the Remuneration Report to the vote for adoption at the Company's Annual General Meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company.

   
   

   Voting Prohibition Statement: A vote on this resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

   
   

3. a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

4. a Closely Related Party of such a member.

However any of those persons may cast a vote on the resolution if:

1. the person does so as a proxy appointed in writing that specifies how the proxy is to vote on the proposed resolution; and

2. the vote is not cast on behalf of a person described in paragraphs (a) or (b) above.




If you appoint the Chair as your proxy, the Company encourages you to direct the Chair how to vote on this advisory Resolution. The Chair, as one of the Key Management Personnel, is not permitted to cast any votes in respect of this advisory Resolution that arise from undirected proxies held unless the proxy expressly authorises the Chair to do so.







5. RESOLUTION 2 - RE-ELECTION OF MR DAMIAN DELANEY AS A DIRECTOR

   
   

   To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

   
   

   'That, Mr Damian Delaney, a director of the Company who retires in accordance with the Constitution and Listing Rule 14.4, and being eligible, offers himself for re-election, be re-elected as a Director'.

   
   

6. RESOLUTION 3 - RATIFY ISSUE OF SHARES ISSUED AS PARTIAL CONSIDERATION FOR ULYSSES PROJECT

   
   

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   
   

   'That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 10 million Shares at $0.01 each to the vendors of the Ulysses Project on the terms and conditions set out in the Explanatory Statement, be approved and ratified.'

   
   

   Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy appointed in writing for a person who is entitled to vote, in accordance with voting directions which are specified on the proxy form.

   
   

7. RESOLUTION 4 - RATIFY ISSUE OF PLACEMENT SHARES

   
   

   To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

   
   

   'That, for the purposes of Listing Rule 7.4 and for all other purposes, the issue of 74.2 million Shares at $0.01 each to sophisticated investors on the terms and conditions set out in the Explanatory Statement, be approved and ratified.'

   
   

   Voting exclusion statement: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy appointed in writing for a person who is entitled to vote, in accordance with voting directions which are specified on the proxy form.

   
   

8. RESOLUTION 5 - APPROVAL OF 10% PLACEMENT FACILITY




To consider and, if thought fit, to pass the following, with or without amendment, as a special resolution:




'That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Statement.'




Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed.




However, the Company will not disregard a vote if:




1. it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or

2. it is cast by the Chair as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.