Genesis Minerals Limited (ASX:GMD) (Genesis) is pleased to announce it has entered into a binding Bid Implementation Deed (BID) under which Genesis proposes to offer to acquire all the ordinary shares in Dacian Dacian Shares) that it does not already own (comprising 20% of Dacian Shares) by way of a recommended off-market takeover offer (Offer).

Under the Offer, each Dacian shareholder will be entitled to receive the Base Offer Consideration comprising 0.1685 new Genesis shares for every one (1) Dacian share, implying a value for Dacian of A$0.235 per share based on Genesis' last closing price of A$1.395 per share on 13 October 2023. The Base Offer Consideration will be increased to the Improved Offer Consideration of 0.1935 new Genesis shares for every one (1) Dacian Share held if, during or at the end of the Offer period, Genesis acquires a relevant interest in at least 95.1% of Dacian Shares. In that event, Genesis will be entitled to proceed to compulsory acquisition of the remaining Dacian Shares on the same terms as the Offer3. The Improved Offer Consideration implies a value for Dacian of A$0.27 per share based on Genesis' last closing price of $1.395 per share on 13 October 2023. All Dacian shareholders (including those who have already accepted the Offer) will automatically be entitled, without further action, to receive the Improved Offer Consideration (if payable). If Genesis does not acquire a relevant interest in at least 95.1% of Dacian Shares during, or at the end of the Offer period, but the condition to the Offer is satisfied (whether or not it has been previously waived), Genesis may be entitled to compulsorily acquire the remaining Dacian Shares as a '90% holder' of Dacian Shares, for a cash sum determined by Genesis4.

The Offer is a logical acquisition that consolidates ownership of complementary large-scale Resources and Reserves and a large-scale milling infrastructure. This consolidation will also unlock corporate cost benefits given the ability to operate from a single entity with a single ASX listing. Genesis' strategy, unveiled in April 2022, is to build a premium Australian gold business with sustainable, high quality, +300,000 ounces per annum production. Following an intense period of transformative acquisitions, Genesis has the assets and people in place to achieve this strategy. Genesis is now focused on delivering a five-year outlook to the market in March 2024, cornerstoned by a long life, 'margin over ounces' Leonora business plan

Genesis Managing Director, Raleigh Finlayson, said: 'The acquisition of the remaining 20% of Dacian is a logical step to simplify the ownership of an enviable position in the Leonora District - 15Moz of combined Resources, 3.9Moz of combined Reserves and 4.3Mtpa of combined milling capacity.

The benefits of the Offer to Dacian shareholders include: Highly attractive premium of 88% to Dacian's last closing price and 130% to the previous Genesis takeover offer, increasing to 116% and 165% respectively if the Improved Offer Consideration becomes payable.

Reduced likelihood of future funding requirements and associated dilution risk for Dacian shareholders.

Opportunity to become a shareholder in Genesis and have continuing exposure to the enlarged group led by a management team with a proven track record of growth and shareholder returns.

Potential opportunity to benefit from Capital Gains Tax (CGT) scrip for scrip rollover relief in relation to the Base Offer Consideration or Improved Offer Consideration5.

Recommendation and pre-bid acceptance The Dacian Independent Board Committee intends to unanimously recommend that Dacian shareholders accept the Offer subject to no superior proposal emerging and subject to the Independent Expert opining and continuing to opine that the Offer is fair and reasonable or not fair but reasonable. Genesis has secured support for the Offer by way of a pre-bid acceptance agreement with associates of Mr Ed Eshuys for approximately 20 million Dacian shares (or 1.66% of Dacian shares)

Bid Implementation Deed

The BID sets out the respective rights and obligations of Genesis and Dacian in relation to the Offer, including certain 'ordinary course of business' obligations and warranties and representation on ordinary market terms. The BID contains various standard 'no shop', 'no talk', 'notification' and 'matching rights' provisions. Dacian has agreed that it will not solicit any competing proposal or participate in any discussions or negotiations in relation to any competing proposal subject to the fiduciary or statutory obligations of the Independent Dacian Directors. The BID also details circumstances under which Dacian may be required to pay a A$570,000 break fee to Genesis payable in certain circumstances, and Genesis may be required to pay a 'reverse' break fee in the same amount to Dacian.

Contact:

Tel: +61 8 9323 9050

Email: investorrelations@genesisminerals.com.au

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