Genesis Minerals Limited (ASX: GMD) is pleased to report that significant further progress was made in the December quarter towards its strategy of building a premium Australian gold business with sustainable, high quality, +300,000 ounce per annum production. In December 2022, Genesis and St Barbara Limited (ASX: SBM) agreed to a merger under which St Barbara will acquire 100% of the shares in Genesis via a scheme of arrangement (Scheme) to form Hoover House (refer to ASX announcement 12th December 2022 'Merger of St Barbara and Genesis to form Hoover House').
Scheme implementation is anticipated in May 2023 under the current transaction timetable. During the quarter, Genesis also declared its off-market takeover offer (Offer) for all the shares in Dacian Gold Limited (ASX: DCN) (Dacian) best and final as to consideration. There will be no increase in the Offer consideration. Dacian has decided to place Mt Morgans on care and maintenance. This will preserve stockpiles and enable time to develop a robust, low risk, sustainable mine plan that will underpin the resumption of operations at Mt Morgans. In the event the merger with St Barbara fails to complete*, St Barbara and Genesis are working together on an ore purchase agreement to potentially enable Ulysses or other Genesis ore to be processed at Leonora over a specified timeframe. In parallel with the business development strategy, Genesis continued to advance its 100% owned 2Moz Leonora Gold Project in Western Australia. Over the coming months, the focus will be on adding value through pre-development activities at Ulysses, and ongoing extensional work across the portfolio.
Genesis Managing Director Raleigh Finlayson said: 'The ongoing consolidation of Leonora-Laverton is a natural fit for Genesis, and the proposed merger with St Barbara marks another key step towards unlocking long term value from this world-class gold mining district,' Mr Finlayson said. 'Significant progress is also being made at our Ulysses project, just 35km from St Barbara's Gwalia mine. Digging is set to commence as soon as next month. And during the quarter we bought back the 2015 Ulysses vendor royalty, enabling shareholders to receive the full benefits of future production and cash generation from this high-grade asset. 'On the exploration front, we continue to add significant value with yet another round of promising high grade drill results reported at Admiral and Puzzle North'
Completion of the Scheme is subject to a number of conditions precedent and will otherwise be inter-conditional with the completion of St Barbara's proposed demerger of its Atlantic, Simberi and other non-Leonora assets into a new company to be named Phoenician Metals, which intends to apply to the official list of ASX (Demerger), and completion of the Placement. There can be no certainty, nor can Genesis or St Barbara provide any assurance, that the conditions to the Scheme will be satisfied or waived (where applicable), or if satisfied or waived (where applicable), when that will occur. In addition, there are a number of other conditions precedent to the Scheme which are outside the control of Genesis and St Barbara, including, but not limited to, approval of the Scheme and the issue of Genesis shares under the Placement by the requisite majority of Genesis shareholders, approval of the Demerger and the issue of St Barbara shares under the Scheme by the requisite majority of St Barbara shareholders, approval of the Scheme by the Court and St Barbara receiving all necessary consents and approvals required from lenders for the Scheme and the Demerger. Refer to the Scheme Implementation Deed for a complete list of conditions precedent (Appendix A - Genesis / St Barbara ASX Announcement 12th December 2022 'Merger of St Barbara and Genesis to form Hoover House'). Unless otherwise indicated, all financial information and information relating to exploration results, production targets, Mineral Resources and Ore Reserves of Genesis and its controlled entities in this report is presented excluding Genesis' majority interest in Dacian. Further information in relation to the Offer is set out under the heading 'Dacian offer declared best and final' in this announcement. Information regarding Dacian's activities for the quarter is set out in its quarterly activity report, announced on 30 January 2023 and which is available at www.daciangold.com.au
Dacian offer declared best and final
During the quarter, Genesis declared its Offer of 0.0843 Genesis shares per Dacian share best and final. There will be no increase in the Offer consideration. The Offer is currently scheduled to close at 5pm Perth time on Monday 30th January 2023 (unless extended). As at the date of this report, Genesis has a relevant interest in 78.3% of Dacian shares. There is no guarantee that Genesis will obtain 100% of the fully paid ordinary shares in Dacian, so Genesis' ability to achieve the benefits of consolidation with Dacian may be limited and transactions between Genesis and Dacian may require the approval of minority shareholders under the ASX Listing Rules (for so long as Dacian remains listed) or the Corporations Act. Further, in that scenario, the funding requirements of Dacian (and other decisions) will be determined by the Board of Dacian in the interests of all its shareholders. Following the announcement of the merger between St Barbara and Genesis, Genesis' Offer for Dacian continues to be unanimously recommended by Dacian's Independent Directors: 'The Independent Directors consider that, in the absence of a superior proposal, the proposed merger with Genesis and the potential for Dacian shareholders to be part of the larger Hoover House entity should the Genesis / St Barbara merger proceed, represents the best strategic fit for Dacian. The geographical proximity of the tenement holdings of Genesis and St Barbara, the potential for near-term development of Genesis' high-grade Ulysses resources, the potential for St Barbara's large, higher grade Tower Hill resources to be paired with Mt Morgans Mill and Dacian's Jupiter Resources and the potential for processing of Dacian's Redcliffe high-grade resources through St Barbara's Gwalia Mill make the Offer a superior proposition for Dacian Shareholders rather than Dacian on a stand-alone basis' (Dacian ASX Announcement 20th December 2022 'First Supplementary Target's Statement). Dacian shareholders who accept the Offer will be entitled to vote on and, if approved, participate in the St Barbara Scheme. Dacian shareholders who do not accept the Offer prior to the close will not receive the scrip consideration under the Offer, unless Genesis is entitled to proceed to compulsory acquisition (in which case they will receive the consideration, but at a later date than if they accepted the Offer). Dacian shareholders should be aware that if Genesis is NOT entitled to proceed to compulsory acquisition, and Dacian continues to be listed on the ASX following the Offer, then the decrease in the number of Dacian shares available for trading may have a material adverse impact on their liquidity and valuation. Furthermore, depending on the level of acceptances received and other considerations, Dacian may apply to de-list from the ASX, in which case it may become more difficult for Dacian shareholders to sell their Dacian shares.
Contact:
Investors and Media
Troy Irvin
Corporate Development Officer
Genesis Minerals Limited
T: +61 8 6323 9050
E: investorrelations@genesisminerals.com.au
Competent Person Statements
The information in this report that relates to Exploration Results is based on information compiled by Mr. Andrew de Joux, a Competent Person who is a member of The Australian Institute of Geoscientists. Mr de Joux is a full-time employee of Dacian Gold Limited, and takes responsibility for the Genesis exploration results under the Management Services Agreement (MSA) in effect between Dacian and Genesis. Mr de Joux has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity being undertaken to qualify as a Competent Person as defined in the 2012 Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves'. Mr de Joux consents to the inclusion in the report of the matters based on his information in the form and context in which it appear
GENESIS MINERALS LIMITED 
