Genesis Minerals Limited (ASX: GMD) (Genesis) refers to its announcement of 17th April 2023 and advises that the binding agreement between Genesis and St Barbara Limited (ASX: SBM) (St Barbara) relating to Genesis acquiring St Barbara's Leonora assets in Western Australia (Agreement) has been amended so that the consideration will be A$370 million cash (unchanged) 152,826,087 Genesis shares (previously 147,826,087 Genesis shares) 52,173,913 performance rights (unchanged number but accelerated and converted into Genesis shares issued at completion of the acquisition if St Barbara shareholders approve the transaction on or prior to 30th June 2023) It remains St Barbara's intention to substantially, if not fully, distribute to St Barbara shareholders the Genesis consideration shares via a return of capital post transaction, subject to shareholder approval.

Genesis has also agreed to pay St Barbara a cash deposit of A$25 million (Cash Deposit) to be held in escrow. The Cash Deposit is non-refundable in certain circumstances. Please refer to Appendix A for further details. The St Barbara Board of Directors continues to unanimously recommend the Genesis Transaction, subject to no superior proposal emerging1. The acquisition of St Barbara's Leonora assets is consistent with Genesis' established 'Open for business' strategy2. Genesis will be a leading ASX gold house exclusively focused on the prolific Leonora District in Western Australia, with production growth to a sustainable +300,000 ounces per annum3. St Barbara and Genesis have worked together over 12 months to evaluate the significant unique synergies to be unlocked by combining St Barbara's and Genesis' neighbouring Leonora assets. These include: Pairing of Genesis' new Ulysses mine with St Barbara's Gwalia mine - Fills St Barbara's underutilised Leonora mill (lowering the unit milling cost) and enables a lower cost 'quality over quantity' mining strategy at Gwalia; Development of Ulysses is underway and on track for underground mining from the September quarter 2023 Addition of Genesis' new Admiral mine - Fills St Barbara's underutilised Leonora mill (lowering the unit milling cost); Open pit mining is planned to commence at Admiral from the September quarter 2023 using Genesis Mining Services (GMS, Genesis' in-house open pit mining contractor)

Pairing of the Mt Morgans mill4 and GMS with St Barbara's Tower Hill project - Expedites Tower Hill development by providing a milling solution (eliminating capital) and owner-operator open pit mining capability (lowering operating costs and execution risk)

Deferral or elimination of A$400 million of capital expenditure5 - Reducing near-term execution risk and funding requirements

As previously flagged, a maiden Reserve estimate remains on track for the current June quarter 2023 for Genesis' Leonora Gold Project, including Ulysses and Admiral.

Genesis management has a demonstrable track record of delivering superior shareholder returns. The key Genesis executives were previously executives at Saracen Mineral Holdings, beating production guidance for 8+ consecutive years at Saracen (refer to Appendix D). Over the period from 30th June 2013 to 15th February 2021 (implementation date for the A$16b merger of Saracen and Northern Star), the Saracen share price increased 42.6 times. Over the same period, the Australian dollar gold price increased 1.7 times and the ASX200 index increased 1.4 times.

Contact:

Tel: +61 8 9323 9050

Email: investorrelations@genesisminerals.com.au

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