Genesis Minerals : Appendix 3B - Issue of Shares

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

GENESIS MINERALS LIMITED

ABN

72 124 772 041

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1

2

+Class of +securities issued or to be issued

Number of +securities issued or to be issued (if known) or maximum number which may be issued

Ordinary Shares

6,915,958

3	Principal	terms	of	the +securities	Ordinary shares fully paid
	(eg, if options, exercise price and
	expiry	date;	if	partly paid

+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4

5

6

6a

6b

Do the +securities rank equally in all respects from the date of allotment with an existing +class of quoted +securities?

If the additional securities do not rank equally, please state:

• the date from which they do
• the extent to which they participate for the next dividend, (in the case of a trust,
  distribution) or interest payment
• the extent to which they do not rank equally, other than in relation to the next dividend,
  distribution or interest payment

Issue price or consideration

Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in

relation to the +securities the subject of this Appendix 3B, and comply with section 6i

The date the security holder resolution under rule 7.1A was passed

Ordinary shares rank equally with existing ordinary shares

6,915,958 shares issued at $0.032 per share

Issue of shares to Alkane Resources Limited ("Alkane") pursuant to capital raising announced to the ASX on 2 August 2019 and approved by shareholders on 17 September 2019 to fund exploration activities and working capital.

Alkane now hold a 15% interest in the issued capital of Genesis Minerals.

Yes

23 November 2018

6c

Number of +securities issued Nil without security holder approval under rule 7.1

+ See chapter 19 for defined terms.

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6d

Number of +securities issued with Nil security holder approval under rule 7.1A

6e

6f

6g

Number of +securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

Number of securities issued under an exception in rule 7.2

If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

6,915,958 shares as approved at the shareholder meeting held on 17 September 2019

Nil

N/A

6h	If securities were issued under rule	N/A
	7.1A for non-cash consideration,
	state date on which valuation of
	consideration was released to ASX
	Market Announcements

6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

LR 7.1 Capacity: 199,433,766

LR 7.1A Capacity: 132,955,844

7	Dates of entering +securities into	25 September 2019
	uncertificated	holdings	or
	despatch of certificates

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
1,329,558,441	Fully paid ordinary
	shares

+ See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)

33,200,000 unlisted options

Number	+Class
4,800,000	Options exercisable at
	3.9 cents and expiring
10,000,000	13/12/2019
Options exercisable at
	4.8 cents and expiring
2,600,000	31/07/2020
Options exercisable at
	4.9 cents and expiring
4,800,000	29/11/2020
Options exercisable at
	4.2 cents and expiring
2,300,000	13/12/2020
Options exercisable at
	5.3 cents and expiring
6,000,000	29/11/2021
Options exercisable at
	4.5 cents and expiring
2,700,000	13/12/2021
Options exercisable at
	5.6 cents and expiring
	29/11/2022

10	Dividend policy (in the case of a	N/A
	trust, distribution policy) on the
	increased capital (interests)

Part 2 - Bonus issue or pro rata issue (Not Applicable)

Questions 11 to 33 are not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a)	 Securities described in Part 1

1. All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities (Not Applicable)

Tick to indicate you are providing the information or documents

+ See chapter 19 for defined terms.
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1. If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
2. If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
   1 - 1,000
   1,001 - 5,000
   5,001 - 10,000
   10,001 - 100,000
   100,001 and over
3. A copy of any trust deed for the additional +securities

Entities that have ticked box 34(b) (Not Applicable)

Questions 38 to 42 are not applicable

Quotation agreement

1	+Quotation of our additional +securities is in ASX's absolute discretion. ASX may
	quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

• The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those +securities should not be granted +quotation.
• An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

+ See chapter 19 for defined terms.

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