Genesis Resources LimitedASX: GES

Annual Report, 30 June 2024

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GENESIS RESOURCES LIMITED ACN 114 787 469

ANNUAL REPORT 30 JUNE 2024

CONTENTS

CORPORATE DIRECTORY

3

DIRECTORS' REPORT

4

REMUNERATION REPORT (AUDITED)

21

CORPORATE GOVERNANCE STATEMENT

25

AUDITOR'S INDEPENDENCE DECLARATION

26

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

27

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

28

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

29

CONSOLIDATED STATEMENT OF CASH FLOWS

30

NOTES TO THE FINANCIAL STATEMENTS

31

CONSOLIDATED ENTITY DISCLOSURE STATEMENT

51

DIRECTORS' DECLARATION

52

INDEPENDENT AUDITOR'S REPORT

53

ADDITIONAL SECURITIES EXCHANGE INFORMATION

56

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CORPORATE DIRECTORY

GENESIS RESOURCES LIMITED

ACN 114 787 469

DIRECTORS

Mr Eddie Lung Yiu Pang

Managing Director & Executive Chairman

Mr Kim Heng Lim

Non-Executive Director

Mr Yau Young Lim

Non-Executive Director

Mr Chin Niap Mah

Non-Executive Director

Mr James Patterson

Non-Executive Director

Mr Deric Kok Bin Wee

Non-Executive Director

COMPANY SECRETARY

Ms Alyn Tai

CHIEF FINANCIAL OFFICER

Ms Patricia Wong

REGISTERED OFFICE

Level 23, Rialto South Tower

525 Collins Street

T +61 3 9852 9159

Melbourne Victoria 3000

SHARE REGISTER

Computershare

T (local call) 1300 850 505

Yarra Falls,

T (international call) + 61 (0) 3 9415 4000

452 Johnston Street Abbotsford,

Victoria 3067

AUDITOR

RSM Australia Partners

T + 61 (0) 3 9286 8000

Level 27

F + 61 (0) 3 9286 8199

120 Collins Street

Melbourne, Victoria 3000

WEBSITE ADDRESS

www.genesisresourcesltd.com.au

KEY UPCOMING DATES

2024 Annual General Meeting:

11.00am (Melbourne time) on Tuesday, 26

November 2024.

Closing date for receipt of director

nominations prior to the 2024

5.00pm (Melbourne time) on Tuesday, 8

Annual General Meeting:

October 2024.

Genesis Resources Limited is a public company limited by shares, incorporated and domiciled in Australia whose shares are publicly traded on the Australian Securities Exchange (ASX: GES).

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DIRECTORS' REPORT

The Directors of Genesis Resources Limited are pleased to present the annual report of the Company for the financial year ended 30 June 2024. In accordance with the Corporations Act 2001, the Directors report as follows:

DIRECTORS

The Directors in office at any time during or since the end of the year to the date of this report are:

Current Directors

EDDIE LUNG YIU PANG Managing Director, 28 September 2015 - present Executive Chairman, 26 November 2015 - present

Non-Executive Chairman, 28 September 2015 - 25 November 2015 Executive Chairman, 1 December 2013 - 27 September 2015 Non-Executive Chairman, 6 March 2009 - 30 November 2013

KIM HENG LIM

Non-Executive Director, 31 May 2016

- present

YAU YOUNG LIM

Non-Executive Director, 21

November 2016

- present

CHIN NIAP MAH

Non-Executive Director, 31

May 2016

- present

JAMES PATTERSON

Non-Executive Director, 24

October 2016 - present

DERIC KOK BIN WEE

Non-Executive Director, 11

December 2009

- 26 November 2012, and 16 January 2013 - present

EDDIE PANG, Managing Director & Executive Chairman

Eddie Pang was appointed to the Board in March 2009. Mr Pang is involved in a joint venture in relation to a food flavouring manufacturing facility in Wisconsin, USA. The joint venture has an established distribution network of food flavours and additives in China, and supplies products to major dairy processors and beverage producers.

Mr Pang has a number of private business interests in Australia, including vineyards and timber plantation investments. He has an extensive network of business associates in several large corporations in China and the Middle East.

Mr Pang also served as a director of ASX listed company Lincoln Minerals Ltd (ASX: LML) from 1 December 2013 until 22 November 2019.

Mr Pang currently has a relevant interest in 3,210,000 fully paid ordinary shares in the Company.

KIM HENG LIM, Non-Executive Director

Mr Lim has an MBA from Southern California University and is the founder and Executive Chairman of Senheng New Retail Bhd ("Senheng"), the largest chain retailer of consumer electrical and electronic products in Malaysia, which was established in 1989 and has more than 120 physical stores across every state in the country.

Mr Lim has robust experience on crafting business model, business direction as well as strategic planning. In recognition of his leadership, he has received several awards and accolades such as "Sin Chew Business Excellence Person of the Year", "EY Entrepreneur of the Year - Master Entrepreneur", as well as "Male Entrepreneur of the Year" from the Star Outstanding Business Awards.

Mr Lim has not held any directorships of other ASX listed companies in the last three years. Mr Lim currently has a relevant interest in 281,924,863 fully paid ordinary shares in the Company.

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YAU YOUNG LIM, Non-Executive Director

Mr Lim obtained his Bachelor of International Business degree from Macquarie University (Sydney, Australia) in 2009, and a Master of Business in Marketing from the University of Technology in Sydney in 2011. He also obtained an executive degree in Business Analytics & Big Data from the Harvard Business School in 2016. In 2019, he was recognised as a certified HRDF trainer.

Mr Lim started his career in 2011 at Senheng Electric (KL) Sdn Bhd, Malaysia's largest consumer electrical retail store, as the Head of Marketing, where he was mainly responsible for corporate marketing and branding of the company. He subsequently held roles as Head of Merchandising, Head of Customer Loyalty & Big Data, Head of Training and Development, and Head of Recruitment. He ended this tenure at Senheng Electric (KL) Sdn Bhd in 2019.

Mr Lim subsequently served as Chief Operating Officer at SH Retail Academy Sdn Bhd, a training academy specialised in creating and conducting programs with emphasis on the retail industry. SH Retail Academy Sdn Bhd was founded in September 2019 to support Malaysian SMEs, especially in the retail industry, to grow by increasing productivity through digitalisation and upskilling of employees.

Mr Lim currently serves as Deputy General Manager at S Ecosystem (M) Sdn Bhd, a technology company specialised in developing super apps. Founded in 2021, S Ecosystem (M) Sdn Bhd is currently focused on evolving the Senheng app from being just a consumer electronics utility app to becoming a super app containing various cross-industry lifestyle pillars. S Ecosystem (M) Sdn Bhd collaborates with industry leading partners such as Alibaba to deliver high value solutions to its customers.

Mr Lim currently sits on the board of Purple League Sports Management Sdn Bhd, the organiser of Malaysia's first professional badminton league, with the world's top players and participation of more than 15 countries, and which is broadcasted in more than 10 countries.

Mr Lim currently has a relevant interest in 109,043,587 fully paid ordinary shares in the Company.

CHIN NIAP MAH, Non-Executive Director

Mr Mah obtained a Chartered Certified Accountant qualification from the Association of Chartered Certified Accountants (ACCA) in 2004, and is currently a Fellow member of ACCA and the Malaysian Institute of Accountants. Mr Mah possesses more than 25 years of finance and accounting experience, having held positions in various companies from a diverse range of industries. He also holds an MBA from Golden State University.

Mr Mah has not held any directorships of other ASX listed companies in the last three years. Mr Mah does not have a relevant interest in any shares in the Company.

JAMES PATTERSON, Non-Executive Director

Mr Patterson, who served as the Company's Exploration Manager until 30 April 2019, is a geologist with 30 years' exploration experience, primarily in gold and copper-gold systems. He has worked with several successful Exploration Companies such as Delta Gold, Newmont, Oxiana and MMG. He has worked in Australia, Asia, The Pacific Islands, Eastern Europe and North and South America. He is a Member of the Australian Institute of Geoscientists (AIG).

Mr Patterson has not held any directorships of other ASX listed companies in the last three years. Mr Patterson does not have a relevant interest in any shares in the Company.

DERIC WEE, Non-Executive Director

Prior to joining the Board in December 2009, Mr Wee had been involved in the financial services industry since 1989 as a stockbroker and investment banker. Mr Wee worked within well-established financial services companies which are part of financial and banking conglomerates in Malaysia.

Mr Wee acquired extensive experience and competence in key areas including sales, marketing, share and stock trading, and coordinated a number of corporate strategies such as initial public offerings, mergers and acquisitions, restructurings, placements and advisory services relating to securities listed on Bursa Malaysia and the ASX.

Mr Wee has not held any directorships of other ASX listed companies in the last three years. Mr Wee currently has a relevant interest in 1,860,000 fully paid ordinary shares in the Company.

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Senior Management

Alyn Tai, Company Secretary

Alyn Tai, LL.B (Hons) is a corporate and commercial lawyer who specialises in the areas of corporate governance, mergers and acquisitions, and equity capital markets.

Patricia Wong, Chief Financial Officer

Patricia Wong is a Certified Practising Accountant of CPA Australia Limited and a Fellow of the Institute of Public Accountants, Australia. Ms Wong is also an associate member of the Chartered Institute of Management Accountants (UK) and Institute of Chartered Secretaries and Administrators (UK).

Operating and Financial Review

Nature of Operations and Principal Activities

The principal activities of the entity during the period were exploration for and evaluation of gold, manganese and base metals. There was no significant change in the nature of the consolidated entity's activities during the year.

Exploration Activities - Overview

During the financial year, the consolidated entity undertook various feasibility studies in relation to its Macedonian Project.

Plavica Project (Macedonia)

The completed Mining Project was submitted to the Ministry of Economy in the Government of North Macedonia on 23 March 2021. It has subsequently passed the assessment by the Audit and Revision Committee appointed by the Ministry of Economy on 31 May 2021. The completion and reporting of the ongoing environmental studies is the last required submission for the Application of Mining Approval.

Work during the year has included an ongoing groundwater modelling study, a biodiversity study and regular monitoring of noise, dust and water.

In addition, the planting of 42,000 tree seedlings was completed in 2023. The Genesis team reforested around 14,750 seedlings. Genesis also issued about 16,000 free seedlings for afforestation to interested local residents of Kratovo and Probishtip. For these activities, the state enterprise National Forests issued us a certificate of appreciation.

During the financial year-ended ended 30 June 2024, the notification of intention to implement a 'project' to the Ministry of Environment was submitted. In addition a Strategic Assessment Report was submitted to the Ministry of Environment to finalize planning documentation at the Ministry of Transport and Communications. Further agreements with landholders are also ongoing.

Australian Projects

Alice Springs Cu-Au and Arltunga Au Projects (Central Australia)

The Company has completed RC drilling campaigns over its two Central Australian Tenements in the Northern Territory. Drilling was undertaken during July and August 2023.

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Exploration Activities - Macedonia

PLAVICA PROJECT (100% interest)

Gold, Silver, Copper

The completed Mining Project was submitted to the Ministry of Economy in the Government of North Macedonia on 23 March 2021. It has subsequently passed the assessment by the Audit and Revision Committee appointed by the Ministry of Economy on 31 May 2021. The completion and reporting of the ongoing environmental studies is the last required submission for the Application of Mining Approval.

The Plavica Gold-Copper-Silver Project in the Republic of North Macedonia is administered through the JV Company Silgen, which was 62% owned by Genesis and 38% owned by the nominee of Genesis' North Macedonian-based joint venture partner, RIK Sileks Ad Kratovo (Sileks). Ownership of all assets in the Plavica tenement are held by the JV Company.

As announced to the ASX on the 26th June 2024, in accordance with the terms of the joint venture agreement between Genesis and Sileks (JV Agreement), Genesis has acquired the balance (38%) of the shares in the JV Company from Sileks, and is now the sole owner (100%) of the shares in Silgen.

Genesis acquired the shares from Sileks in exchange for a mineral royalty of 4% of all future 'products' (metals, ores, previous stones, concentrates, minerals and mineral resources extracted or produced from the Plavica Project concessions), if any are extracted or produced, in the condition in which the products leave the concessions (such as in concentrate, ore form or metal).

Following the transfer of the Balance Shares to Genesis, the JV Agreement has been terminated. As a result, Sileks no longer holds a security interest in Genesis' shares in Silgen.

Figure 1 shows the location of Plavica Gold-Copper-Silver Project in the Republic of North Macedonia.

Figure 1: Location of Plavica Gold-Copper-Silver Project, Republic of North Macedonia

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Exploration Activities - Australia

Figure 2: Location of Australian Projects.

ARLTUNGA PROJECT: Copper, Gold (EL25238) (GES 100%)

The Arltunga Gold Project consists of Exploration Licence EL25238 covering 95.2 sq km, and is located approximately 110 km northeast of Alice Springs (Figure 2) in the vicinity of the Arltunga Goldfield. Thirty three historical gold mines and prospects are known in the licence area. EL25238 covers 31 sub blocks.

A Reverse Circulation (RC) drilling program was completed in July 2023 consisting of nine holes for 898m. The Drilling is being undertaken by Downunder Drilling using a UDR650 Rig and samples were sent to Intertek Darwin / Perth for analysis. Table 1 shows the details of the drill holes completed. Figure 3 shows the location of the completed holes at Arltunga.

The drill holes all intercepted Quartz-Mica felsic schists of the Cavenagh Formation within the Palaeo-Mesoproterozoic Arltunga Nappe Complex which forms the Eastern part of the Arunta Block. Numerous quartz veins were intercepted and a number of holes holes has sericite-chlorite alteration. Results are pending.

A visit was also undertaken on the 13th of July 2023 by Traditional Owners with the CLC to see the drill rig in operation.

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Tenement

Actual

Prospect

GDA94

GDA94

RL

Dip

Azim

Final

Date Hole

Hole No

East

North

(mag)

Depth

Completed

(Actual)

(Actual)

Arltunga

ARRC002

Wipeout

474321

7412480

613

-60

110

108

13/07/2023

Arltunga

ARRC003

Wipeout

474313

7412478

613

-60

150

70

14/07/2023

Arltunga

ARRC004

Wipeout

474419

7412503

612

-60

90

108

15/07/2023

Arltunga

ARRC009

Wipeout

474568

7412513

613

-60

60

120

19/07/2023

Arltunga

ARRC001

Wipeout NE

474678

7412897

617

-60

90

96

13/07/2023

Arltunga

ARRC005

Round Hill

474664

7409703

649

-60

120

108

17/07/2023

Arltunga

ARRC008

Round Hill

474639

7409721

645

-60

300

96

18/07/2023

Arltunga

ARRC007

Round Hill

474646

7409726

652

-60

250

96

18/07/2023

Arltunga

ARRC006

Round Hill

474647

7409735

652

-60

320

96

17/07/2023

Totals

898

Table 1 (above) Location of Drill Holes at Arltunga

The Licence Renewal Application was lodged on 1 November 2023 and was approved on the 4 January 2024. The new expiry date is 7 November 2024.

The 17 Annual Technical Report was lodged on 23 November 2023. Accepted as satisfactory on 21 March 2024.

An application for a new Sacred Site Clearance Certificate was lodged to the Central Land Council on the 17 July 2024. New proposed drill hole locations and maps were provided.

Letter to AAPA advising follow-up drilling program on 14 March 2024. Received by Compliance division on 18 March 2024.

Planning of follow-up drill holes for 2024 is currently being undertaken.

Figure 3 (above) Location of Drill Pads at Arltunga for Drilling in July 2023. Grid is UTM GDA94 Zone 53K.

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ALICE SPRINGS PROJECT: Copper, Gold, Iron (EL24817) (GES 100%)

The Alice Springs Project consists of Exploration Licence EL24817 covering 372.59 sq km, is located approximately 110-155 km northeast from Alice Springs in the Northern Territory (Figure 2). EL24817 covers 118 sub-blocks.

The 18 Annual Technical Report was lodged on 18 April 2024.

A Licence Renewal Application was lodged on 8 April 2024. This is pending. Current expiry date is 17 April 2025.

A Reverse Circulation (RC) drilling commenced on 26th June 2023. A total of 17 RC Holes for 1,448m, were completed with five of these completed in the June Quarter (Table 2). The Drilling was undertaken by Downunder Drilling and samples were sent to Intertek Darwin / Perth for analysis. Figure 4 shows the location of the completed holes at Alice Springs.

Drilling has intersected Quartz-Feldspar Mica schists and Meta-Dolerites on the Proterozoic Hill Soak Bore Metamorphics. The Hill Soak Bore Metamorphics make up part of the Bimodal Narwietooma package (>1820 ma) that was active when this part of the Arunta Block was a convergent plate margin. The drilling has also intersected within this package abundant quartz veins, a banded iron formation and minor sulphides. Results have been returned and have overall been disappointing. The Diana 8 and Diana 2 prospects, however did encounter minor chalcocite and have returned thin low grade horizons of copper and gold. The best result at Diana 8 was in hole ASRC001: 5m @ 1.02% Cu & 0.26 g/t Au from 25m within a meta-dolerite, close to the contact with a quartz-feldspar mica schist. The best results at Diana 2 was from hole ASRC006: 4m @ 0.43% Cu & 0.16 g/t Au from 39m. Results are summarized in Table 2 and the best results shown in plan in Figure 5 with a section through ASRC001 shown as Figure 6.

Tenement

Actual

Prospect

GDA94

GDA94

RL

Dip

Azim

Final

Date Hole

Hole No

East

North

Depth

Completed

(Actual)

(Actual)

Alice Springs

ASRC001

Diana 8

443170

7447173

682

-55

130

78

26/06/2023

Alice Springs

ASRC002

Diana 8

443141

7447132

684

-55

130

78

27/06/2023

Alice Springs

ASRC003

Diana 8

443112

7447108

686

-55

130

78

27/06/2023

Alice Springs

ASRC004

Diana 8

443085

7447062

690

-55

130

96

29/06/2023

Alice Springs

ASRC005

Diana 2

441736

7446018

678

-60

150

96

30/06/2023

Alice Springs

ASRC006

Diana 2

441685

7445979

684

-60

150

78

3/07/2023

Alice Springs

ASRC007

Diana 2

441643

7445969

685

-60

150

78

3/07/2023

Alice Springs

ASRC008

Diana 2

441587

7445951

686

-60

150

104

4/07/2023

Alice Springs

ASRC009

Diana 2/EM Anomaly 6

441385

7445731

685

-55

180

78

5/07/2023

Alice Springs

ASRC010

Diana 2/EM Anomaly 6

441365

7445757

686

-55

130

78

5/07/2023

Alice Springs

ASRC011

Cnr Post Hill

442090

7444748

693

-60

200

96

6/07/2023

Alice Springs

ASRC012

Cnr Post Hill

442142

7444734

696

-55

210

96

6/07/2023

Alice Springs

ASRC013

Corner Post Hill/Anomaly 11

443324

7444878

687

-55

180

96

7/07/2023

Alice Springs

ASRC014

Corner Post Hill/Anomaly 11

443381

7444707

679

-55

210

84

7/07/2023

Alice Springs

ASRC015

Diamond T/EM Anomaly 20

447871

7443353

698

-60

210

90

9/07/2023

Alice Springs

ASRC016

Diamond T/EM Anomaly 20

447837

7443366

697

-60

180

84

10/07/2023

Alice Springs

ASRC017

Diamond T/EM Anomaly 20

447850

7443383

695

-60

180

60

10/07/2023

Totals

1448

Table 2 (above) Location of Drill Holes at Alice Springs

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