Magnetic Resources (MAU) investor relations material

Overview of the scheme

• Genesis Minerals Limited proposes to acquire Magnetic via a scheme of arrangement under the Corporations Act, offering cash and/or shares as consideration depending on shareholder election.

• Default consideration is $1.40 cash and 0.0873 Genesis shares per Ordinary Scheme Share, or $1.20 cash and 0.0873 Genesis shares per Contributing Scheme Share.

• Shareholders may elect maximum cash ($2.00/$1.80 per share) or maximum scrip (0.2911/0.2620 Genesis shares per share), subject to scaleback mechanisms.

• Unmarketable parcel holders and foreign shareholders default to maximum cash unless an election is made.

Information about Genesis

• Genesis is an S&P/ASX 100 gold producer focused on Western Australia, listed as GMD.

• Genesis already holds a 19.64% relevant interest in Magnetic through voting undertakings.

Board recommendation and independent expert

• Magnetic's directors unanimously recommend voting in favor of the scheme, absent a superior proposal and subject to the independent expert's ongoing positive conclusion.

• The independent expert finds the scheme fair, reasonable, and in shareholders' best interests.

• Some directors may receive payments or benefits in connection with the scheme.