Genesis Minerals Limited (ASX: GMD) is pleased to report that significant further progress was made in the March quarter towards its strategy of building a premium Australian gold business with sustainable, high quality, +300,000 ounces per annum production.

Post quarter end, Genesis advised that it has entered into a binding agreement with St Barbara Limited (ASX:SBM) (St Barbara) to acquire St Barbara's Leonora assets in Western Australia (Asset Purchase).

The Asset Purchase replaces the previously announced scheme of arrangement with St Barbara and the scheme implementation deed between the parties has been terminated. Completion of the Asset Purchase is anticipated in late June / early July 2023 under the current transaction timetable. In connection with the Asset Purchase, Genesis has received firm commitments to raise A$470 million (before costs) at a price of A$1.15 per share via a two-tranche placement of fully paid ordinary shares (Shares) to professional and sophisticated investors (Placement).

Tranche one of the Placement completed on 24 April 2023 and tranche two of the Placement is conditional on shareholder approval. Following completion of the Asset Purchase and Placement, Genesis (name to remain the same) intends to grow sustainable, high-quality production exclusively from the Leonora District, funded by the proceeds from the Placement and operating cash flows. Under the new transaction, Genesis will emerge with an improved balance sheet (relative to the scheme of arrangement), with pro-forma cash of A$175m (excluding approximately A$40m in transaction costs) and no debt. During the quarter, Genesis' Offer for Dacian Gold Limited (ASX: DCN) closed. 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 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 development activities at the new 'capital-light' Ulysses and Admiral mines.

Genesis Managing Director Raleigh Finlayson said: 'The consolidation of St Barbara's Leonora assets and Genesis' neighbouring assets including Ulysses makes perfect sense,' Mr Finlayson said. 'Long life production growth to 300,000 ounces per annum, along with the significant unique synergies, places the proposed Leonora combination in an enviable position. 'Team Genesis is also pleased to report significant progress at the two newest gold mines in Western Australia, with development underway at Ulysses and mining set to commence at Admiral from the September quarter.'

As set out in item 6.1 of the Appendix 5B for the March quarter, payments to related parties consisted of remuneration paid to the Managing Director and payment of Non-Executive Director fees totalling A$170,000. On a consolidated basis (Genesis plus 100% of Dacian), operating cash outflows for the quarter included payments for pre-development and exploration activities of A$4.2 million and payments for production costs of A$25.9 million. Inflows for the quarter included gold sales of A$26.9 million. Refer to the attached Appendix 5B for details of the consolidated cash position for Genesis and Dacian combined. Genesis and Dacian continue to share resources as appropriate to reduce outflows and extract group synergies. For the quarter, Dacian invoiced Genesis A$522,985 and Genesis invoiced Dacian A$89,818 for these arrangements. Dacian employees will continue to transition to Genesis during the final quarter of FY23 to facilitate further integration and sharing of overheads

Genesis continues to invest in its growth and future-proofing strategy, which will help ensure the Genesis assets meet the long term targets set as part of the planned acquisition of St Barbara's Leonora assets. This includes advancing the Leonora Gold Project in the coming quarters, with mine development underway at Ulysses, mine development planned to commence at Admiral in the September quarter, and a group Resource and Reserve update planned for the June quarter 2023. In terms of the planned Leonora combination i.e. Genesis plus St Barbara's Leonora assets, the intention is to complete a strategic review of Gwalia in the December half 2023 and launch the combination at a Capital Markets Day in the March quarter 2024.

Contact:

Tel: +61 8 6323 9050

Email: 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 appears. The information in this Presentation that relates to Mineral Resources referable to Genesis is extracted from Genesis' ASX announcement dated 29 March 2022 and entitled 'Leonora Resource increases by 400,000oz to 2Moz' and for which the consent of the Competent Person, Mr Paul Payne, was obtained. Genesis confirms that it is not aware of any new information or data that materially affects the information included in the market announcement and Genesis confirms that all material assumptions and technical parameters underpinning the mineral resource estimates in the market announcement continue to apply and have not materially changed. Genesis confirms that the form and context in which the Competent Person's findings are presented have not been materially modified.

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