Genesis Minerals Limited (Genesis) (ASX: GMD) refers to its recommended off-market takeover offer (Offer) for all the fully paid shares in Dacian Gold Limited (Dacian) (ASX: DCN).

Genesis currently has voting power of 40.65% in Dacian, with a further 6.47% subject to instructions under the Institutional Acceptance Facility (IAF). Offer declared unconditional Genesis is pleased to announce that it has waived all the remaining defeating conditions of the Offer. Accordingly, the Offer is now unconditional.

The Bidder's Statement was lodged with the ASX on 29th July 2022, providing time for Dacian shareholders to evaluate the merits of the Offer and for any other party to submit a superior proposal. Dacian shareholders intending to accept the Offer are encouraged to do so immediately, as there is no reason to delay. By accepting the Offer, Dacian shareholders are now assured of receiving 0.0843 Genesis shares per Dacian share, allowing Dacian shareholders to hold shares in a financially stronger company with attractive growth prospects in Western Australia's Tier 1 Leonora-Laverton gold district. As a result of the Offer being declared unconditional, Dacian shares subject to instructions under the IAF will be accepted into the Offer, which will increase Genesis' voting power to 47.12%.

Reasons to ACCEPT the Offer

The Offer is now unconditional

Outstanding management team with a proven track record

The Offer is unanimously recommended by Dacian Directors, in the absence of a superior proposal

The Offer represents a significant premium to Dacian's share price prior to the announcement of the Offer

Reduced likelihood of future funding requirements with respect to Dacian's Mt Morgans Gold Project and associated dilution risk

The likelihood of a superior proposal emerging is low, noting Genesis' 47.12% interest in Dacian (inclusive of shares subject to instructions under the IAF)

Page 2 of 2 If Dacian shareholders do not accept the Offer, they will be exposed to the risk the Dacian share price may fall after the Offer closes.

Contact:

Troy Irvin

Tel: +61 8 9322 6178

Email: investorrelations@genesisminerals.com.au

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