Dacian Gold : The First Step - Genesis Merger with Dacian Gold and Equity Raising

Disclaimer

Important: You must read the following before continuing.

The following notice and disclaimer apply to this presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Presentation

The distribution of this Presentation in the United States and elsewhere outside Australia may be restricted by law and you should observe such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities law. Please refer to the section of this Presentation headed "International Offer Restrictions" for more information.

Not an offer

This Presentation has been prepared by Genesis Minerals Limited ABN 72 124 772 041 (Company or Genesis) in relation to its proposed placement of fully paid ordinary shares in Genesis (New Shares) to certain institutional, sophisticated and professional investors (Capital Raising).

This Presentation does not constitute or contain an offer, invitation solicitation or recommendation with respect to the purchase or sale of any security in Genesis. This Presentation is not a prospectus, product disclosure statement, bidder's statement or other offering document under Australian law or any other law and will not be lodged with the Australian Securities and Investments Commission. The New Shares have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws

Summary information only

This Presentation is a summary only, and contains summary information about Genesis, Dacian Gold Limited (Dacian) and their respective subsidiaries and activities, which is current as at the date of this Presentation (unless otherwise indicated), and the information in this Presentation remains subject to change without notice. The information in this Presentation is general in nature and does not purport to be accurate nor complete, nor does it contain all of the information that an investor may require in evaluating a possible investment in Genesis, nor does it contain all the information which would be required in a disclosure document or prospectus prepared in accordance with the requirements of the Corporations Act. It has been prepared by Genesis with due care but no representation or warranty, express or implied, is provided in relation to the accuracy, reliability, fairness or completeness of the information, opinions or conclusions in this Presentation by Genesis, Dacian or any other party, except as required by law.

Reliance should not be placed on information or opinions contained in this Presentation and, Genesis does not have any obligation to finalise, correct or update the content of this Presentation , except as required by law. Certain data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications.

Not financial product advice

This Presentation is not financial product advice and does not take into account the investment objectives, taxation situation, financial situation or needs of individuals. Before making an investment decision investors should consider the appropriateness of the information, and any action taken on the basis of the information, having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

Financial data

All dollar values are in Australian dollars (A$ or AUD) unless otherwise stated.

Amounts, totals and change percentages are calculated on whole numbers and not the rounded amounts presented. This Presentation includes certain historical financial information extracted from Genesis' and Dacian's reviewed or audited consolidated financial statements and information released to ASX (collectively, the Historical Financial Information). The Historical Financial Information is presented in an abbreviated form insofar as it does not include all the presentation and disclosures, statements or comparative information as required by the Australian Accounting Standards (AAS) and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act.

Investors should be aware that certain financial information included in this presentation are "non-AIFRS" and "non-GAAP" financial measures under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. These non-AIFRS /non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although the Company believes that these non-AIFRS /non-GAAP financial measures provide useful information to users in measuring the financial position of its business, investors are cautioned not to place undue reliance on any non-AIFRS /non-GAAP financial measures included in this Presentation.

Past performance

Past performance metrics and figures (including past share price performance of Genesis), as well as pro forma financial information, included in this Presentation are given for illustrative purposes only and should not be relied upon as (and is not) an indication of Genesis' or any other party's views on Genesis' or Dacian's future financial performance or condition or prospects. Investors should also note that the pro forma historical financial information is for illustrative purpose only and does not purport to be in compliance with Article 11 of Regulation S-X of the rules and regulations of the SEC.

Investors should note that past performance of Genesis, including in relation to the historical trading price of Genesis shares, production, mineral resources and ore reserves, costs and other historical financial information cannot be relied upon as an indicator of (and provides

Disclaimer

Forward-Looking Statements

Some statements in this report regarding estimates or future events are forward looking statements. They include indications of, and guidance on, future matters. Forward looking statements include, but are not limited to, statements preceded by words such as "planned", "expected", "projected", "estimated", "may", "scheduled", "intends", "anticipates", "believes", "potential", "could", "nominal", "conceptual" and similar expressions. Forward looking statements, opinions and estimates included in this announcement are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions.

Forward looking statements are provided as a general guide only and should not be relied on as a guarantee of future performance. Forward looking statements may be affected by a range of variables that could cause actual results to differ from estimated results and may cause the Company's actual performance and financial results in future periods to materially differ from any projections of future performance or results expressed or implied by such forward looking statements. These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licenses, permits and other regulatory approvals required in connection with mining and third party processing operations, competition for among other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rate, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services, the ability to secure adequate financing and management's ability to anticipate and manage the foregoing factors and risks. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. There can be no assurance that forward looking statements will prove to be correct.

JORC Code

It is a requirement of the ASX Listing Rules that the reporting of (amongst other things) exploration results and mineral resources in Australia comply with the 2012 edition of the Joint Ore Reserves Committee's Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code). Investors outside Australia should note that while mineral resource estimates of the Company in this Presentation comply with the JORC Code (such JORC Code mineral resources being "Mineral Resources"), they may not comply with the relevant guidelines in other countries and, in particular, do not comply with (i) National Instrument 43-101 (Standards of Disclosure for Mineral Projects) of the Canadian Securities Administrators (the "Canadian NI 43-101 Standards"); or (ii) Item 1300 of Regulation S- K, which governs disclosures of mineral reserves in registration statements filed with the US Securities and Exchange Commission (the SEC). Information contained in this Presentation describing mineral deposits may not be comparable to similar information made public by companies subject to the reporting and disclosure requirements of Canadian or US securities laws. You should not assume that quantities reported as "resources" will be converted to reserves under the JORC Code or any other reporting regime or that the Company will be able to legally and economically extract them.

Compliance statement

Full details of (1) the Company's exploration results contained in this Presentation are provided in the Company's ASX announcements dated 5 July 2022 and entitled "June quarterly report and drilling update" and 3 February 2022 and entitled "Exceptional new drilling results set to underpin resource growth at Ulysses" and (2) the Leonora Gold Project Mineral Resource estimate contained in this Presentation are provided in the Company's ASX announcement dated 29 March 2022 and entitled "Leonora Resource increases by 400,000oz to 2Moz". The Company confirms that it is not aware of any new information or data that materially affects the information included in the relevant market announcement and the Company confirms that all material assumptions and technical parameters underpinning the mineral resource estimates in the relevant market announcement continue to apply and have not materially changed.

The information in this Presentation relating to Dacian's Ore Reserves and Mineral Resources is extracted from Dacian's ASX announcement dated 17 May 2022 entitled "Corporate Presentation May 2022". Genesis has not independently verified this information.

No liability

The information contained in this Presentation has been prepared in good faith by Genesis. However, no guarantee, representation or warranty expressed or implied is or will be made by any person (including Genesis and its affiliates and their directors, officers, employees, associates, advisers and agents) as to the accuracy, reliability, correctness, completeness or adequacy of any statements, estimates, options, conclusions or other information contained in this Presentation, except as required by law.

To the maximum extent permitted by law, Genesis and its affiliates and their directors, officers employees, associates, advisers and agents each expressly disclaims any and all liability, including, without limitation, any liability arising out of fault or negligence, for any loss arising from the use of or reliance on information contained in this Presentation including representations or warranties or in relation to the accuracy or completeness of the information, statements, opinions, forecasts, reports or other matters, express or implied, contained in, arising out of or derived from, or for omissions from, this Presentation including, without limitation, any financial information, any estimates or projections and any other financial information derived therefrom. Statements in this Presentation are made only as of the date of this Presentation unless otherwise stated and the information in this Presentation remains subject to change without notice. No responsibility or liability is assumed by Genesis or any of its affiliates for updating any information in this Presentation or to inform any recipient of any new or more accurate information or any errors or omissions of which Genesis and any of its affiliates or advisers may become aware, except as required by the Corporations Act.

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Disclaimer

Disclaimer

Neither Canaccord Genuity (Australia) Limited or Euroz Hartleys Group Limited (the Joint Lead Managers) nor any of their or the Company's respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners, employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, except to the extent referred to in this Presentation, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

For the avoidance of doubt, the Joint Lead Managers and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents have not made or purported to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them.

To the maximum extent permitted by law, the Company, the Joint Lead Managers and each of their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your participation in the Capital Raising and the information in this Presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.

To the maximum extent permitted by law, the Company, the Joint Lead Managers and their respective advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this Presentation and, with regards to the Joint Lead Managers, they and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents take no responsibility for any part of this Presentation or the Capital Raising.

The Joint Lead Managers and their advisers, affiliates, related bodies corporate, directors, officers, partners, employees and agents make no recommendations as to whether you or your related parties should participate in the Capital Raising nor do they make any representations or warranties to you concerning the Capital Raising, and you represent, warrant and agree that you have not relied on any statements made by the Joint Lead Manager, or its advisers, affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Capital Raising and you further expressly disclaim that you are in a fiduciary relationship with any of them.

Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice. Genesis reserves the right to withdraw the Capital Raising or vary the timetable for the Capital Raising at any time before the issue of the relevant securities without notice.

Competent Person Statement - Genesis

The Information in this report that relates to Genesis' Mineral Resources and production targets is based on information compiled by Mr Paul Payne, a Competent Person who is a Fellow of the Australasian Institute of Mining and Metallurgy. Mr Payne is a full-time employee of Payne Geological Services and is a shareholder of Genesis Minerals Limited. Mr Payne 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 Payne 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 report that relates to Genesis' Production Targets is based on information compiled by Mr Chris O'Brien, a Competent Person who is a Member of the Australasian Institute of Mining and Metallurgy. Mr O'Brien is an employee of Genesis. Mr O'Brien 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 O'Brien consents to the inclusion in the report of the matters based on his information in the form and context in which it appears

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Disclaimer

Competent Persons Statements - Dacian

The information in this presentation that relates to Dacian's 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. 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 (JORC Code 2012). 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 is based on information compiled by Mr Alex Whishaw, a Competent Person who is a member of the Australasian Institute of Mining and Metallurgy. Mr Whishaw is a full-time employee of Dacian Gold Ltd. Mr Whishaw 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 (JORC Code 2012). Mr Whishaw consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

The Company confirms that it is not aware of any new information or data that materially affects the information in the relevant ASX releases, and the form and context of the announcements has not materially changed. Where the Company refers to the Mineral Resources referencing previous releases made to the ASX, it confirms that it is not aware of any new information or data that materially affects the information included in that announcement and all material assumptions and technical parameters underpinning the Mineral Resource estimate with that announcement continue to apply and have not materially changed. The Company confirms that the form and context in which the Competent Persons findings are presented have not materially changed from the original announcement.

A portion of the Mineral Resources referred to in the Presentation is based on an Inferred Mineral Resource. There is a low level of geological confidence associated with Inferred Mineral Resources and there is no certainty that further exploration work will result in the determination of indicated Mineral Resources.

The information in this report that relates to the Jupiter open pit Ore Reserve was based on information compiled or reviewed by Mr Ross Cheyne. Mr Cheyne has confirmed that he has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition). He is a Competent Persons as defined by the JORC Code 2012 Edition, having more than five years' experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity for which they are accepting responsibility. Mr Cheyne is a Fellow of the Australasian Institute of Mining and Metallurgy and an employee of Orelogy Consulting Pty Ltd.

The information in this report that relates to the Westralia underground Ore Reserve is based on information compiled or reviewed by Mr Andrew Cooper. Mr Cooper has confirmed that he has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition). He is a Competent Persons as defined by the JORC Code 2012 Edition, having more than five years' experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity for which they are accepting responsibility. Mr Cooper is a Member of the Australasian Institute of Mining and Metallurgy and an employee of Orelogy Consulting Pty Ltd.

Mr Cooper and Mr Cheyne consents to the inclusion in the report of the matters based on their information in the form and context in which it appears subject to the following:

• Ore Reserves as of 30th June 2021 as stated by Dacian (ASX:DCN) 31 August 2021 in ASX announcement "2021 Mineral Reserves and Ore Reserves Update".
• Subsequent mining at Jupiter (open pit) and Westralia (underground) since 30th June 2021 has depleted the stated 2021 Ore Reserves. This depletion to the stated Ore Reserves has not been quantified.
• A material impact to the Jupiter and Westralia Ore Reserves has occurred since the 30th June 2021 statement as a result of significant increase in mining contractor, diesel, and gas costs per Dacian Investor Briefing (17th June 2022). These increases are a major contributing factor in Dacian suspending operations to preserve asset value. The impact of these increased costs to the Westralia and Jupiter Ore Reserves has not been assessed. However, as Dacian has suspended operations as a result, this is considered a material impact and the stated Ore Reserves need to be viewed in this light.

The information in this report that relates to the Redcliffe open pit Ore Reserve for Hub and GTS deposits was based on information compiled by Mr Atish Kumar. Mr Kumar has confirmed that he has read and understood the requirements of the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (JORC Code 2012 Edition). He is a Competent Person as defined by the JORC Code 2012 Edition, having more than five years' experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity for which they are accepting responsibility. Mr Kumar is a Member of the Australasian Institute of Mining and Metallurgy and a full-time employee of Dacian Gold Limited. He consents to the inclusion in the report of the matters based on their information in the form and context in which it appears.

The Company confirms that the form and context in which the Competent Persons findings are presented have not materially changed from the original announcement.

Ore Reserves for Hub and GTS as of 16th February 2022 as stated by Dacian (ASX:DCN) 6th February 2022 in ASX announcement "Maiden Ore Reserves for Hub and GTS deposits adds 13% to Dacian's Total Ore Reserves". Although no mining of Hub and GTS deposits has taken place, re-assessment of Ore Reserves for Hub and GTS under the new operating strategy and revised costs since the suspension of operations has not been undertaken.