GeMne. s1s 1neralsL"1m.1ted

GENESIS MINERALS LIMITED

ACN 124 772 041

NOTICE OF GENERAL MEETING EXPLANATORY STATEMENT ANO PROXY FORM

TIME: lO.OOam (WST)

DATE: 8 December 2014

PLACE: 35 Richardson Street, West Perth

Western Australia

This Natice af Meeting shau/d be read in its entirety. 1/ Sharehalders are in daubt as ta haw they shau/d vate,they shau/d seek advice from their prafessianal advisers priar ta vating.

Shauld yau wish ta discuss the matters in this Natice af Meeting p/ease da nat hesitate ta cantact the

Campany Secretary an (+61 8) 9322 6178.

CONTENTS PAGE

Notice of Generai Meeting 3

Explanatory Statement 5

Annexure A- Terms of Placement Options 9

Glossary 10

Proxy Form 11

TIME ANO PLACE OF MEETING ANO HOW TO VOTE VENUE

The Generai Meeting of the Shareholders to which this Notice of Meeting relates will be held at 10.00am

(WST) on 8 December 2014 at:

35 Richardson Street, West Perth, Western Australia

YOUR VOTE IS IMPORTANT

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

VOTING IN PERSON

To vote in person, attend the Generai Meeting on the date and at the piace set aut above.

VOTING BY PROXY

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

(a) post to Genesis Minerals Limited, PO Box 437, West Perth, WA 6872

(b) email to [email protected]

so that it is received not later than 10.00am (WST) on 5 December 2014.

Proxy Forms received later than this time will be invalid.

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NOTICE OF GENERAL MEETING

Notice is given that a Generai Meeting of Shareholders will be held at 10.00am (WST) on 8 December 2014 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 Generai 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 Generai Meeting are those who are registered Shareholders of the Company at 5.00 pm (WST) on 4 December 2014.
Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the
Glossary.

AGENDA

l. RESOLUTION l- 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 ASX Listing Rule 7.4 and for al/ other purposes, the issue of 37,500,000 Shares 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 Resolution 1 by a person who participated in the issue and any associates of those persons. However, the Company need not disregard a vote on Resolution 1if it is cast by a person as proxy appointed in writing far a person who is entitled to vote, in accordance with voting directions which are specified on the proxy form.

2. RESOLUTION 2 -ISSUE OF PLACEMENT SECURITIES TO SOPHISTICATED INVESTORS

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

"That, for the purpose of ASX Listing Rule 7.1 and for al/ other purposes, the Shareho/ders approve the issue of up to 37,500,000 Shares a t an issue price of $0.008 per Share and up to 37,500,000 free attaching Options , on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, and any associates of those persons, if the Resolution is passed. However, the Company need not disregard a vote if it is cast by a person as a proxy far a person who is entitled to vote, in accordance with the directions on the Proxy Form, or it is cast by the person chairing the meeting as proxy far a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. RESOLUTION 3- APPROVAL FOR MICHAEL FOWLER TO APPLY FOR EQUITY SECURITIES

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

"That, for the purposes of ASX Listing Rule 10.11 and for al/ other purposes, a p prova/ is given for the Directors to issue up to 3,750,000 Shares at an issue price of $0.008 and up to 1,875,000 free a ttaching Options to Michae / Fowler (or his nominee) on the terms and conditions set out in the Explanatory S tatement."

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Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Fowler (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy far a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy far a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

4. RESOLUTION 4- APPROVAL FOR RICHARD HlllTO APPLY FOR EQUITY SECURITIES

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

"That, for the purposes of ASX Listing Rule 10.11 and for al/ other purposes, approvai is given for the Directors to issue up to 1,250,000 Shares at an issue price of $0.008 and up to 625,000 free attaching Options to Richard Hili (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Hill (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy far a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy far a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

S. RESOLUTION 5 -APPROVAL FOR DAMIAN DELANEYTO APPLY FOR EQUITY SECURITIES

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

"That, for the purposes of ASX Listing Rule 10.11 and for al/ other purposes, approvai is given for the Directors to issue up to 5,000,000 Shares at an issue price of $0.008 and up to 2,500,000 free attaching Options to Damian Delaney (or his nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Mr Delaney (or his nominee) and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy far a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy far a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

DATED: 5 NOVEMBER 2014

BYORDEROFTHEBOARD

DAMIAN DELANEY COMPANY SECRETARY

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared far the information of the Shareholders in connection with the business to be conducted at a Generai Meeting to be held at 10.00am (WST) on 8 December 2014 at 35
Richardson Street, West Perth, Western Australia.
The purpose of this Explanatory Statement is to provide information which the directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

l. RATIFY ISSUE OF PLACEMENT SHARES

1.1 Generai

On 23 October 2014, the Company announced to ASX that it had arranged a private placement to raise a total of approximately $600,000 (before issue costs). The Placement is to be completed in two tranches of a total of up to 75 million Shares and up to 37.5 million free attaching Options, as follows:

• Tranche l

o 37.5 million Shares at $0.008 each under existing Listing Rule 7.1capacity without shareholder approvai

• Tranche 2

o 37.5 million Shares at $0.008 each subject to shareholder approvai under Listing Rule 7.1

o 18.75 million Options, exercisable at $0.016 each by 10 December 2015 subject to shareholder approvai under Listing Rule 7.1

o 18.75 million Options, exercisable at $0.032 each by 10 December 2016 subject to shareholder approvai under Listing Rule 7.1

ASX Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approvai provided the issue did not breach the 15% threshold set by Listing Rule 7.1. Listing Rule 7.1provides generally that a company may not issue shares or options to subscribe far shares equal to more than 15% of the company's issued share capitai in any 12 months without obtaining shareholder approvai. The purpose and effect of such a ratification is to restare the Company's discretionary power to issue further shares up to
15% of the issued capitai of the Company under Listing Rule 7.1without requiring Shareholder approvai.
Resolution 1seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 far the issue of the 37.5 million Shares comprising tranche 1 of the Placement (Ratification), which were issued on 29 October 2014. By ratifying this issue, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% threshold set aut in ASX Listing Rule 7.1without the requirement to obtain prior Shareholder approvai. The Company confirms that the issue and allotment of the tranche 1Shares did not breach ASX Listing Rule 7.1.

1.2 Technicallnformation Required by ASX listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to the ratification:
(a) a total of 37.5 million Shares were issued to sophisticated and institutional investors on 29 October
2014. The placees were not Related Parties of the Company; (b) the issue price per Share was $0.008;

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(c) the Shares issued were ali fully paid ordinary shares in the capitai ofthe Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company's existing Shares;
(d) the funds raised, of $300,000, are being used to continue exploration and drilling at the Company's Viking Project, to strengthen the Company's working capitai position and to pay far the costs of the capitai raising announced on 23 October 2014.

2. RESOLUTION 2 -ISSUE OF PLACEMENT SECURITIES TO SOPHISTICATED INVESTORS

2.1 Generai

As detailed in Section 1, the Placement is to be completed in two tranches with tranche 2 comprising up to a further 37.5 million Shares and up to 37.5 million free attaching Options subject to Shareholder approvai. This resolution seeks approvai far the issue of tranche 2 of the Placement, comprising up to 37.5 million Shares and up to 37.5 million Options. A summary of ASX Listing Rule 7.1is set aut in Section 1.1.
By approving this issue of up to 37.5 million Shares and up to 37.5 million Options under this Resolution, the Company will retain the flexibility to issue Equity Securities in the future up to the 15% annual placement capacity set aut in ASX Listing Rule 7.1 (as the case may be) without the requirement to obtain prior Shareholder approvai.
The Equity Securities the subjects of Resolutions 3, 4 and 5 are additional to the Placement Shares and
Options the subject of Resolutions 1and 2.

2.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided to
Shareholders:
(a) the maximum number of Shares to be issued under this Resolution is 37.5 million and the maximum number of Options to be issued under this Resolution is 37.5 million;
(b) the Shares and Options will be issued no later than 3 months after the date of this Generai Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the one date;
(c) the issue price per Share will be $0.008;
(d) the exercise price far 18.75 million Options will be $0.016 and the exercise price far 18.75 million
Options will be $0.032;
(e) the Shares and Options will be issued to sophisticated and institutional investors who are not Related
Parties of the Company;
(f) the Shares issued will be fully paid ordinary shares in the capitai of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company's existing Shares;
(g) the Options will be issued far nil consideration, on the basis of one Option exercisable at $0.016 each and one Option exercisable at $0.032 each being granted far every four Shares subscribed far and allotted under tranche 1 and tranche 2 (rounded down where necessary), and otherwise on the terms and conditions set aut in Annexure A; and
(h) the funds raised on the issue of the Shares, of $300,000, will be used to continue exploration and drilling at the Company's Viking Project, to strengthen the Company's working capitai position and to pay far the costs of the c apitai raising announc ed on 23 October 2014. lf the Options are exerc ised

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then funds of up to $900,000 will be used to continue exploration at the Company's Viking Project, continue to assess asset acquisitions and to strengthen the Company's working capitai position.

3. RESOLUTIONS 3, 4 ANO 5 -ISSUE OF EQUITY SECURITIES TO RELATED PARTIES

3.1 Generai

Resolutions 3, 4, and 5 seek Shareholder approvai in accordance with Listing Rule 10.11to allow the Directors of the Company to subscribe far Equity Securities on the same terms as the placees in the Placement the subject of Resolutions 1and 2, and, accordingly, to allow far the issue of:
(a) up to 3,750,000 Shares at an issue price of $0.008 per Share and up to 1,875,000 free attaching
Optionsto Mr Michael Fowler (or his nominee);
(b) up to 1,250,000 Shares at an issue price of $0.008 per Share and up to 625,000 free attaching
Options to Mr Richard Hili (or his nominee); and
(c) up to 5,000,000 Shares at an issue price of $0.008 per Share and 2,500,000 free attaching Options to
Mr Damian Delaney (or his nominee).

3.2 ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain shareholder approvai by ordinary resolution prior to the issue of any securities (including Shares and Options) to a related party of the Company.
lf Resolutions 3, 4, and 5 are passed, Shares and Options will be issued to the Directors, ali of whom are related parties by virtue of being directors of the Company. Accordingly, approvai far the above Share and Option issues is required pursuant to ASX Listing Rule 10.11.
Approvai pursuant to ASX Listing Rule 7.1is not required in respect of the Shares and Options the subject of Resolutions 3, 4, and 5 as approvai is being sought under ASX Listing Rule 10.11 (and where approvai is given under Listing Rule 10.11, it is not separately required under Listing Rule 7.1). Shareholders should note that the issue of the above Shares and Options (the subject of Resolutions 3 to 5) will not be included in the 15% calculation far the purposes of AS X Listing Rule 7.1.

3.3 Technical information required by ASX Listing Rule 10.11

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided to
Shareholders in relation to Resolutions 3, 4, and 5:
(a) the total number of Shares and Options that may be issued by the Company pursuant to:
(i) Resolution 3 is 3,750,000 Shares and 1,875,000 Options; (ii) Resolution 4 is 1,250,000 Shares and 625,000 Options;and (iii) Resolution 5 is 5,000,000 Shares and 2,500,000 Options.
(b) the allottee under:
(i) Resolution 3 will be Mr Michael Fowler (or his nominee); (ii) Resolution 4 will be Mr Richard Hill (or his nominee);and (iii) Resolution 5 will be Mr Damian Delaney (or his nominee).
(c) the Shares and Options will be issued no later than one month after the date of the Generai Meeting (or such later date as permitted by any ASX waiver or modification of the AS X Listing Rules) and it is anticipated that allotment will occur on one date.

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(d) Each allottee is a director ofthe Company and is therefore a Related Party of the Company.

(e) the issue price per Share is $0.008 (which is the same price at which Shares were issued pursuant to the Placement described in Section 1.1).

(f) The Options will be issued far nil consideration on the basis of one Option exercisable at $0.016 each and one Option exercisable at $0.032 each being granted far every four Shares subscribed far under and allotted under Resolutions 3, 4 and 5, and otherwise on the terms and conditions set aut in Annexure A. These are the same terms upon which the Options, the subject of Resolution 2, are to be granted;

(g) the Shares issued will be fully paid ordinary shares in the capitai of the Company issued on the same terms and conditions as, and ranking equally (from the date of their issue) with, the Company's existing Shares;

(h) the funds raised on the issue of the Shares pursuant to Resolutions 3, 4 and 5, of up to $80,000, will be used to continue exploration and drilling at the Company's Viking Project, and to strengthen the Company's working capitai position. lf the Options are exercised then funds of up to $120,000 wili be used to continue exploration at the Company's Viking Project and to strengthen the Company's working capitai position.

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ANNEXURE A: TERMS OF PLACEMENT OPTIONS UNOER RESOLUTION 2, ANO TERMS OF OPTIONS ISSUEO TO RELATEO PARTIES UNOER RESOLUTIONS 3, 4 ANO 5

(a) Each Option entitles the holder, on exercise,to one Share in the Company.

(b) Shares issued on exercise of Options will rank equally with other Shares of the Company.

(c) An Option may only be exercised after that Option has vested, after any conditions associated with the exercise of the Option are satisfied and before its expiry date. The Board may determine the vesting period. On the grant of an Option the Board may in its absolute discretion impose other conditions on the exercise of an Option.

(d) An Option willlapse immediately upon the expiry date. (e) Options are transferable.

(f) Quotation of Options on ASX will not be sought. However, the Company will apply to ASX far official quotation of Shares issued on the exercise of Options.

(g) There are no participating rights or entitlements inherent in the Options and holders will not be entitled to participate in new issues of capitai offered to Shareholders during the currency of the Options. However, the Company will ensure that the record date far determining entitlements to any such issue will beat least 9 Business Days afterthe issue is announced.

(h) lf the Company makes an issue of Shares to Shareholders by way of capitalisation of profits or reserves ("Bonus lssue"), each Option holder holding any Options which have not expired at the time of the record date far determining entitlements to the Bonus lssue shall be entitled to have issued to him upon exercise of any of those Options, the number of Shares which would have been issued under the Bonus lssue ("Bonus Shares") to a person registered as hoIding the same number of Shares as that number of Shares to which the Option holder may subscribe far, pursuant to the exercise of those Options immediately before the record date determining entitlements under the Bonus lssue (in addition to the Shares which he or she is otherwise entitled to have issued to him or her upon such exercise).

(i) In the event of any reconstruction (including a consolidation, subdivision, reduction or return) of the issued capitai of the Company prior to the expiry of any Options, the number of Options to which each Option holder is entitled or the exercise price of his or her Options or both or any other terms wili be reconstructed in a manner determined by the Board which complies with the provisions of the Listing Rules.

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GLOSSARY

$ means Australian dollars.

ASX means ASX Limited.

ASX Listing Rules or Listing Rules means the Listing Rules of ASX.

Board means the current board of Directors ofthe Company.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is nota business day.

Company means Genesis Minerals Limited (ACN 124 772 041).

Constitution means the Company's Constitution. Corporations Act means the Corporations Act 2001(Cth). Directors means the current Directors of the Company.

Equity Securities has the same meaning as in the Listing Rules.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Generai Meeting means the meeting convened by the Notice of Meeting.

Notice of Meeting or Notice of Generai Meeting means this notice of generai meeting including the

Explanatory Statement.

Options means an option to acquire a Share in the Company.

Placement means a placement made by the Company to raise capitai funds which is the subject of

Resolutions 1and 2 in the Notice of Meeting, as announced to ASX on 23 October 2014.

Related Party is defined in section 228 of the Corporations Act

Resolutions means the resolutions set aut in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capitai of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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GENESIS MINERALS LIMITED (ACN 124 772 041) PROXY FORM

The Company Secretary

Genesis Minerals Limited

PO Box 437,West Perth WA 6872

Ph (+618) 93226178/[email protected]

GENERAL MEETING

1/We

Appoint

being a member(s) of Genesis Minerals Limited and entitled to attend and vote at the Generai

Meeting,hereby

Name of proxy

OR

D Mark this box if you wish to appoint the Chair of the Generai Meeting as your proxy

or failing the person/body corporate so named or, if no perso n/body corpo rate is named,the Chair of the Generai Meeting, or the Chair's nominee, to vote in accordance with the following directions, or,if no directions have been given, as the proxy sees fit, at the Generai Meeting of the Company to be held at 10.00a m (WST), on 8 December 2014 at 35 Richardson Street, West Perth, Western Australia, and at any adjournment thereof.

lf you appoìnt a proxy, the Company encourages you to dìrect your proxy how to vote on each ìtem of business.

The Chair of the Meeting intends to vote ali undirected proxies, which the Chairman is entitled to vote, in favour of each item of business.

Voting on Business of the Generai Meeting

Resolution 1- Ratify issue of Placement Shares

Resolution 2 -lssue Of Placement Securities to Sophisticated lnvestors

Resolution 3 -lssue Of Equity Securities to Michael Fowler Resolution 4 -lssue Of Equity Securities to Richard H ili Resolution 5 -lssue Of Equity Securities to Damian Delaney

FOR D D D

D

D

AGAINST D D D

D

D

ABSTAIN

D D D D D

lf you mark the abstain box fora particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a

poli and your votes will notto be counted in computing the required majority on a poli.

lf two proxies are bei ng appointed, the proportion of voting rights this proxy represents is

%

Signed this day of 2014

By: lndividuals and joint holders Companies {affix common seal if appropriate)

ls;gnatoce

l s;gnatuce lo;cectoc/Company Seccetmy

ls;gnatuce Sole Director and Sole Company Secretary

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GENESIS MINERALS LIMITED {ACN 124 772 041) INSTRUCTIONS FOR COMPLETING PROXY FORM

l. A member entìtled to attend and vote at a Generai Meeting ìs entìtled to appoìnt not more than two proxìes to attend and vote on a poli on theìr behalf. The appoìntment of a second proxy must be done on a separate copy of the Proxy Form. Where more than one proxy ìs appoìnted, such proxy must be allocated a proportìon ofthe member's votìng rìghts. lf a member appoìnts two proxìes and the appoìntment does not specìfy thìs proportìon, each proxy may exercìse half the votes. A duly appoìnted proxy need not be a shareholder ofthe Company.

2. lf you wìsh to appoìnt the Chaìrman of the Meeting as your proxy, mark the box. lf the person you wìsh to appoìnt as your proxy ìs someone other than the Chaìrman ofthe Meeting, please wrìte the full name of that individuai or body corporate in the space provìded. lf you leave both the box and thìs sectìon blank, or your named proxy does not attend the meeting, the Chaìrman of the Meeting wìll be your proxy. A proxy need not be a securìty holder of the Company. A proxy may be an individuai or a body corporate.

lf your appoìntment of a proxy specìfìes the way the proxy ìs to vote on a partìcular resolutìon and your appoìnted proxy ìs not the Cha irma n of the meeting and at the meeting a poli ìs duly demanded on the questìon that the resolutìon be passed, then ìf eìther your proxy ìs not recorded as attendìng the meeting (ifa record of attendance ìs made) or your proxy does not vote on the resolutìon, the Chaìrman ìs taken, before votìng on the resolutìon closes, to have been appoìnted as your proxy for the purposes of votìng on the resolutìon at that meeting.

3. You may dìrect your proxy how to vote by placìng a mark in one of the boxes apposite each ìtem of business. Ali your securìtìes w ili be voted in accordance wìth such a dìrectìon, unless you indicate only a portìon of votìng rìghts are to be voted on any ìtem by ìnsertìng the percentage or number of securìtìes you wìsh to vote in the appropriate piace. lf you do not mark any of the boxes on a gìven ìtem, your proxy may vote as he or she chooses. lf you mark more than one box on an ìtem your vote on that ìtem wìll be ìnvalìd.

lf you dìrect your proxy how to vote on a partìcular resolutìon, the proxy need not vote on a show of hands but ìf the proxy does so, the proxy must vote as dìrected. lf the proxy has 2 or more appoìntments that specìfy dìfferent ways to vote on the resolutìon, the proxy must not vote on a show of hands. lf the proxy ìs the Chaìrman, the proxy must vote on a poli, and must vote as dìrected and ìf the proxy ìs not the Chaìrman, the proxy need not vote on the poli, but ìf the proxy does so, the proxy must vote as dìrected..

4. Where a member's holding ìs in one name the holder must sìgn. Where the holding ìs in more than one name, ali members should sìgn.

5. Where a Proxy Form of a corporate representatìve ìs lodged and ìs executed under a power of attorney, the power of attorney must be lodged in lìke manner as thìs Proxy Form.

6. Corporate members should comply wìth the executìon requìrements set out on the Proxy Form or otherwìse wìth the provìsìons of Sectìon 127 of the Corporatìons Act. Sectìon 127 of the Corporatìons Act provìdes that a company may execute a document wìthout usìng ìts common seal ìfthe document ìs sìgned by:

• 2 dìrectors of the company;

• a director and a company secretary ofthe company;or

• fora proprìetary company that has a sole director w ho ìs also the sole company secretary -that director.

For the Company to rely on the assumptìons set out in Sectìon 129(5) and (6) of the Corporatìons Act, a document must appear to have been executed in accordance wìth Sectìon 127(1) or (2). Thìs effectìvely means that the status of the persons sìgnìng the document or wìtnessìng the affìxìng of the seal must be set out and conform to the requìrements of Sectìon 127(1) or (2) as applìcable. In partìcular, a person who wìtnesses the affìxìng of a common seal and who ìs the sole director and sole company secretary ofthe company must state that next to hìs or her sìgnature.

7. Completìon of a Proxy Form wìll not prevent individuai members from attendìng the Generai Meeting in person ìf they wìsh.

Where a member completes and lodges a valìd Proxy Form and attends the Generai Meeting in person, then the proxy's authorìty to speak and vote for that member ìs suspended whìle the member ìs present at the Generai Meeting.

8. To vote by proxy, please complete and sìgn the enclosed Proxy Form and return by: (a) post to Genesìs Mìnerals Lìmìted, PO Box 437, West Perth, WA 6872; or

(b) email to admì[email protected]

so that ìt ìs receìved not later than lOam (WST) on 5 December 2014.

Proxy forms received later than this time will be invalid.

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