Dacian Gold : Target's Statement

For personal use only

29 July 2022

Market Announcements Office

ASX Limited

Level 40, Central Park

152-158 St Georges Terrace

Perth WA 6000

Attention: Jenita Iyalu

Target's Statement - Off-market takeover offer from Genesis Minerals Limited

In accordance with section 633(1) item 14 of the Corporations Act 2001 (Cth), please find attached a copy of the Target's Statement issued by Dacian Gold Limited ACN 154 262 978 (ASX: DCN) in response to the off-market takeover offer from Genesis Minerals Limited ACN 124 772 041(ASX: GMD).

The Target's Statement was lodged today with the Australian Securities and Investments Commission and sent to GMD.

This announcement has been approved and authorised for release by the Board of Dacian Gold Limited.

Mick Wilkes

Chair

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IMPORTANT NOTICES

Target's Statement

This document is a Target's Statement dated 29 July 2022 and is issued by Dacian Gold Limited (ACN 154 262 978) (Dacian) under Part 6.5 Division 3 of the Corporations Act. This Target's Statement sets out the Dacian Board's formal response to the off-market takeover bid made by Genesis Minerals Ltd (ACN 124 772 041) (Genesis or GMD) for all of the Dacian Shares in which Genesis does not have a Relevant Interest (Offer).

Your Directors recommend that you read this Target's Statement in full and seek independent advice if you have any queries in respect of the Offer.

ASIC and ASX disclaimer

A copy of this Target's Statement was lodged with ASIC and given to ASX on 29 July 2022. Neither ASIC, ASX nor any of their respective officers takes any responsibility for the content of this Target's Statement.

Defined terms

Certain terms used in this Target's Statement have defined meanings, as set out in Section 14 of this Target's Statement.

No account of personal circumstances

The Dacian Board recommends that you read this Target's Statement and the Bidder's Statement in full and seek independent advice if you have any queries in respect of the Offer. The information contained in this Target's Statement does not constitute personal advice. In preparing this Target's Statement, Dacian has not taken into account the objectives, financial situation or needs of individual Dacian Shareholders. It is important that you consider the information in this Target's Statement in light of your particular circumstances. You should seek advice from your financial, legal or other professional adviser before deciding whether to accept or reject the Offer.

Forward looking statements

Some statements in this Target's Statement may be in the nature of forward looking statements. You should be aware that these statements are not statements of known fact and that there is no certainty of outcome in relation to the matters to which the statements relate. Those statements reflect views held only as at the date of this document and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to Dacian, Genesis, the market sector in which they operate, as well as general economic conditions and

conditions in the financial markets, exchange rates, interest rates and the regulatory environment, many of which are outside the control of Dacian, Genesis or their respective directors. As a consequences, actual events or results may differ materially from the events or results expressed or implied in any forward looking statement.

None of Dacian, any of its Directors, officers or employees or any person named in this Target's Statement with their consent or anyone involved in the preparation of this Target's Statement makes any representation or warranty (either express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement or any events or results expressed or implied in any forward looking statement, except the extent required by law. You are cautioned not to place undue reliance on those statements. The forward-looking statements in this Target's Statement reflect views held only as at the date of this Target's Statement.

Disclaimer as to information on Genesis

The information on Genesis contained in this Target's Statement has been compiled from and prepared by Dacian using publicly available information and limited information provided by Genesis (including under its Bidder's Statement) and has not been independently verified by Dacian or its advisers. Accordingly, to the extent permitted by the Corporations Act, Dacian makes no representations and warranties, express or implied, as to the accuracy or completeness of such information. If any information obtained from Generis or the public sources is inaccurate or incomplete, this may affect the information included in this Target's Statement.

Risks

There are a number of risks associated with the Offer, and with remaining a Dacian Shareholder. Please refer to Section 10 of this Target's Statement for further information on those risks.

Foreign Jurisdictions

The release, publication or distribution of this Target's Statement may be restricted by law or regulation in some jurisdictions outside Australia. Accordingly, persons outside Australia who come into possession of this Target's Statement should seek advice and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations.

This Target's Statement has been prepared in accordance with Australian law and the information contained in this Target's Statement may not be the same as that which would have

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been disclosed if this Target's Statement had been prepared in accordance with laws and regulations outside Australia.

Statements of past performance

This Target's Statement includes information regarding the past performance of Dacian and Genesis. Investors should be aware that past performance should not be relied on as being indicative of future performance.

Websites

Both Dacian and Genesis maintain a website.

The Dacian website is at www.daciangold.com.auand the Genesis website is at www.genesisminerals.com.au.

Information contained in or otherwise accessible through these websites is not part of this Target's Statement. All references to these websites in this Target's Statement are for information purposes only.

Maps and diagrams

Any maps, diagrams, charts, graphs and tables contained in this Target's Statement are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in maps, diagrams, charts, graphs and tables is based on information available as at the date of this Target's Statement.

Currencies

In this Target's Statement, references to "Australian dollars", "AUD", "$", "A$" or "cents" are to the lawful currency of Australia.

Estimates and Assumptions

Unless otherwise indicated, all references to estimates, assumptions and derivations of the same in this Target's Statement are references to estimates, assumptions and derivations of the same by Dacian's management. Management estimates reflect and are based on views as at the date of this Target's Statement, and actual facts or outcomes may materially differ from those estimates or assumptions.

Effect of Rounding

Figures, amounts, percentages, prices, estimates, calculations of value and fractions in this Target's Statement may be subject to the effect of rounding. Accordingly, the actual figures may vary from those included in this Target's Statement.

Privacy Statements

Dacian has collected your information from the Dacian register of members for the purpose of providing you with this Target's Statement. The

type of information Dacian has collected about you includes your name, contact details and information on your holding of Dacian Securities.

Your information may be disclosed on a confidential basis to Dacian and its Related Bodies Corporate, holders of Dacian Shares and external service providers (such as Dacian's share registry) and may be required to be disclosed to regulators (such as ASIC and the ASX).

If you would like to obtain details of the information held about you by Dacian, please contact Dacian's share registry, Computershare Investor Services on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas).

Enquiries

Genesis has established an Offer Information Line* which Dacian Shareholders may call if they have any queries in relation to the Offer. The telephones numbers for the Offer Information lines are 1300 397 908 (from within Australia) or +61 3 9415 4153 (from outside Australia) between 8.30am and 5pm Sydney time, Monday to Friday.

If you have any enquiries in relation to your

Dacian shareholding, please contact Computershare Investor Services Pty Limited on 1300 850 505 (within Australia) or +61 3 9415 4000 (overseas)*, Monday to Friday between 8.30am and 5.00pm (Perth time) or via email to: web.queries@computershare.com.au.

If you have any enquiries in relation to this Target's Statement please contact the Company Secretary on +61 8 6323 9000.

*Calls to these numbers will be recorded

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