GEOPACIFIC RESOURCES LTD — AGM Information 2016

Apr 26, 2016

ACN 003 208 393

NOTICE OF ANNUAL GENERAL MEETING

8

EXPLANATORY STATEMENT

For the meeting to be held at 10.00am (WST), Tuesday 31^st May 2016

At Level 1, 278 Stirling Highway Claremont Western Australia

21 April 2016

Dear Fellow Geopacific Shareholder,

Please find enclosed the Notice of Annual General Meeting for the Shareholders' Meeting to be held at Level 1, 278 Stirling Highway Claremont Western Australia at 10.00am (WST) on Tuesday 31^st May 2016.

The purpose of the meeting is to seek shareholder approval in accordance with the Corporations Act 2001 (Cth) and the Listing Rules of the ASX to a number of resolutions, which are set out in the attached Notice of Annual General Meeting.

Your Directors seek your support and look forward to your attendance at the meeting.

Yours sincerely

Milan Jerkovic Chairman

GEOPACIFIC RESOURCES LIMITED

ACN 003 208 393

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting of Geopacific Resources Limited (Geopacific or Company) will be convened at 10.00am (WST) on Tuesday 31^st May 2016 at Level 1, 278 Stirling Highway Claremont Western Australia.

Terms used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the glossary to this document.

AGENDA

ORDINARY BUSINESS

1. Discussion of Financial Statements and Reports

To discuss the Annual Financial Report, the Directors' Report and Auditor's Report for the year ended 31 December 2015.

Note: there is no requirement for Shareholders to approve these reports.

$2.$ Resolution 1 - Adoption of the Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 31 December 2015."

Voting Exclusion Statement

A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of any Key Management Personnel (which includes the Directors of the Company), details of whose remuneration are included in the Remuneration Report, or any closely related party of that person (or those persons).

However, the Company will not disregard any votes cast on Resolution 1 by such a person if:

• the person is acting as proxy and the proxy form specifies how the proxy is to vote on Resolution 1, and the $(a)$ vote is not cast on behalf of a person who is otherwise excluded from voting on Resolution 1 as described above; or
• $(b)$ the person is the Chairman of the Meeting voting an undirected proxy and their appointment expressly authorises the Chairman to exercise the proxy even though Resolution 1 is connected with the remuneration of the Key Management Personnel of the Company.

3. Resolution 2 - Re-Election of Director - Mr Mark Bojanjac

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That Mr Mark Bojanjac, being a Director of the Company, who retires in accordance with the Company's Constitution and being eligible, offers himself for re-election, be re-elected as a Director of the Company."

SPECIAL BUSINESS

Resolution 3 - Ratification of Prior Issue of Equity Securities - Share Placement 4.

To consider, and if thought fit, to pass, with or without modification, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 100,000,000 Shares at an issue price of \$0.06 per Share to sophisticated and professional investors on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Shareholder approval is sought to approve and ratify under Listing Rule 7.4 the issue of 100,000,000 Shares, previously issued by the Company, to refresh the Company's placement capacity under Listing Rules 7.1 and 7.1A.

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue, and any associate of that person (or those persons).

However, the Company need not disregard a vote if:

• $(a)$ it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or
• $(b)$ it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 4 - Ratification of Prior Issue of Equity Securities - Share Placement 5.

To consider, and if thought fit, to pass, with or without modification, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders approve and ratify the prior issue of 416,667 Shares at an issue price of \$0.06 per Share to sophisticated and professional investors on the terms and conditions set out in the Explanatory Statement accompanying this Notice."

Short Explanation: Shareholder approval is sought to approve and ratify under Listing Rule 7.4 the issue of 416,667 Shares, previously issued by the Company, to refresh the Company's placement capacity under Listing Rule 7.1

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue, and any associate of that person (or those persons).

However, the Company need not disregard a vote by such person if:

• it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on $(a)$ the proxy form; or
• it is cast by the person Chairman as proxy for a person who is entitled to vote, in accordance with a $(b)$ direction on the proxy form to vote as the proxy decides.

6. Resolution 5 – Approval of issue of Geopacific Shares pursuant to Proposed Capital Raising

To consider and, if thought fit, to pass with or without amendment, the following resolution as an ordinary resolution:

"That, for the purposes of Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 50,000,000 Geopacific Shares at an issue price of not less than 80% of the volume weighted average market price for Geopacific Shares on the five trading days prior to the issue of the Geopacific Shares, to the parties, for the purpose, and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement

The Company will disregard any votes cast on Resolution 5 by any person who may participate in the Proposed Capital Raising and by any person who might obtain a benefit (except a benefit solely obtained in the capacity of a holder of ordinary securities) if the Resolution is passed, and any person associated with those persons.

However, the Company will not disregard a vote cast by such a person if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form: or

(b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. Resolution 6 - Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

"That, for the purposes of Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 for the purpose and on the terms and conditions in the Explanatory Memorandum."

Votina Exclusion Statement

The Company will disregard any votes cast on Resolution 6 by any person who may participate in the issue of Equity Securities under the 10% Placement Facility and by any person who might obtain a benefit (except a benefit solely obtained in the capacity of a holder of ordinary securities) if the Resolution is passed, and any person associated with those persons. However, the Company will not disregard a vote by such a person if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

(b) it is cast by the Chairman of the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

8. Resolution 7 - Renewal of Proportional Takeover Approval Provisions

To consider and, if thought fit, to pass with or without amendment, the following resolution as a special resolution:

"That Article 9 of the Company's constitution, as set out in Schedule 2 of the Notice of Meeting, is renewed for a period of three years commencing on the day this resolution is passed."

GENERAL NOTES

• The Explanatory Statement to Shareholders attached to this Notice of Annual General Meeting is hereby incorporated $1.$ into and forms part of this Notice of Annual General Meeting.
• A Shareholder entitled to attend and vote at the Meeting is entitled to appoint not more than 2 proxies. $2.$

Where more than 1 proxy is appointed, each proxy may be appointed to represent a specified number or proportion of votes. If no such number or proportion is specified, each proxy may exercise half of the Shareholder's votes. A proxy does not have to be a Shareholder of the Company.

Shareholders are encouraged to consider how they wish to direct their proxies to vote.

The proxy form must be signed by the Shareholder or his or her attorney in accordance with the directions on the proxy form. To be valid the proxy form and the power of attorney or other authority (if any) under which it is signed (or an attested copy) must be received by the Company at the address listed below not later than 48 hours before the time for holding the meeting, that is 10.00am (WST) on Friday, 27 May 2016.

The proxy form can be lodged with the Company at the following addresses:

Company

Geopacific Resources Limited PO Box 439 Claremont Western Australia 6910 info@geopacific.com.au

To be valid the proxy form must be received by no later than 10.00 am (WST) Friday 27 May 2016. Proxy forms received after this date will be invalid.

• A company wishing to appoint a person to act as its representative at the Meeting must provide the person with: 3.
• a letter or certificate executed in accordance with the Corporations Act authorising that person as the $3.1.$ corporate Shareholder's representative at the Meeting; or
• a copy of the resolution appointing that person as the corporate Shareholder's representative at the $3.2.$ Meeting, certified by a secretary or director of the corporate shareholder.
• Sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on $4.$ or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Annual General Meeting. Broadly, the changes mean that:
• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chairman of the Meeting, who must vote the proxies as directed.

Proxy vote if appointment specifies way to vote

Section 250BB (1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must × not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote $\bullet$ that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and ó
• ٠ either of the following applies:
• $\bullet$ the proxy is not recorded as attending the meeting;
• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

$5.$ With respect to Resolution 1, the vote on that Resolution is advisory only and does not bind the Directors of the However, the Board will take the outcome of the vote into consideration when reviewing the Company. remuneration practices and policies of the Company.

The Chairman of the Meeting intends to vote undirected proxies, that are able to be voted, in favour of the adoption of the Remuneration Report.

1. The Directors have determined in accordance with Regulation 7.11.37 of the Corporations Regulations that, for the purposes of voting at the Meeting, Shares will be taken to be held by the registered holders at 5.00pm (WST) on 30 May 2015.

BY ORDER OF THE BOARD

John Lewis COMPANY SECRETARY

21 April 2016

Explanatory Statement

The purpose of the Explanatory Statement is to provide Shareholders with information concerning the Resolutions in the Notice of Annual General Meeting.

Discussion of Financial Statements and Reports $1.$

The Corporations Act requires the Annual Financial Report, Directors' Report and the Auditor's Report (Annual Financial Statements) to be received and considered at the Annual General Meeting. The Annual Financial Statements for the period ended 31 December 2015 are included in the Company's Annual Report, a copy of which can be accessed on-line at www.geopacific.com.au. Alternatively, a hard copy will be made available on request.

There is no requirement for Shareholders to approve these reports and no vote will be taken on the Annual Financial Statements. However, the Annual Financial Statements will be placed before the Meeting thereby giving Shareholders the opportunity to discuss those documents and to ask questions.

The Company's auditor Somes Cooke (WA) Pty Ltd will be attending the Annual General Meeting and will be available to answer any questions relevant to the conduct of the audit and Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

• the preparation and content of the Auditor's Report; $(a)$
• $(b)$ the conduct of the audit:
• accounting policies adopted by the Company in relation to the preparation of the Annual Financial Statements; $(c)$ and
• $(d)$ the independence of the auditor in relation to the conduct of the audit,

may be submitted to the Company no later than 5.00pm (WST) 24 May 2015.

2. Resolution 1 - Adoption of Remuneration Report

In accordance with the requirements of section 250R(2) of the Corporations Act, the Board is submitting its Remuneration Report for the year ended 31 December 2015 to Shareholders for consideration and adoption.

The Remuneration Report sets out the remuneration policy for the Company and explains remuneration arrangements in place for executive and non-executive directors and senior management.

The Remuneration Report forms part of the Directors' Report and is set out in the Company's Annual Report which can be found on the Company's website www.geopacific.com.au.

The Corporations Act requires each listed company to put to a vote at its annual general meeting a non-binding resolution to shareholders to adopt the remuneration report for the relevant financial year. Whilst the vote on this resolution is advisory only and does not bind the Directors or the Company, the Directors will take into account the outcome of the vote when reviewing remuneration policies and practices.

During consideration of this Resolution there will be opportunity for Shareholders at the Meeting to comment on and ask questions about the Remuneration Report. The Remuneration Report is set out in the Directors' Report section of the Annual Report.

Under the Corporations Act, if 25% or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive annual general meetings, Shareholders will be required to vote at the second of those meetings on a resolution (Spill Resolution) that another meeting be held within 90 days (Spill Meeting) at which all of the Company's Directors who were Directors at the time when the resolution to make the Directors' Report was passed (excluding the Managing Director) cease to hold office immediately before the Spill Meeting and may stand for reelection at the Spill Meeting.

The Company's Remuneration Report did not receive an 'against' vote of 25% or more at the Company's previous annual general meeting held on 29 May 2015. Accordingly, a Spill Resolution will not be put to the Meeting even if 25% or more of the votes cast in respect of the Remuneration Report are against the adoption of the Remuneration Report.

The Board considers that its current practices of setting executive and non-executive remuneration are within normal industry expectations, and provides an effective balance between the need to attract and retain the services of the

highly skilled Key Management Personnel that the Company requires. As such the Directors recommend that Shareholders vote in favour of the Company's Remuneration Report.

If you choose to appoint a proxy you are encouraged to direct your proxy how to vote on Resolution 1 by marking either For, Against or Abstain on the proxy form.

If you appoint the Chairman as your proxy, and you do not direct them how to vote, you must mark the box on the proxy form acknowledging that the Chairman (a member of the Key Management Personnel) may exercise your proxy even if he has an interest in the outcome of the Resolution and votes cast by him other than as a proxy holder will be disregarded because of that interest.

If you do not mark this box then your votes will not be counted for Resolution 1.

The Chairman of the Meeting intends to vote undirected proxies, that are able to be voted, in favour of the adoption of the Remuneration Report.

Resolution 2 - Re-Election of Director - Mr Mark Bojaniac 3.

Resolution 2 seeks approval for the re-election of Mr Mark Bojanjac as a Director of the Company who is retiring by rotation under Rule 12.3 of the Company's Constitution. Mr Bojaniac is eligible to seek re-election under Rule 12.3.

Mr Bojanjac is a Chartered Accountant with over 20 years' experience in developing resource companies. Mr Bojanjac was a founding director of Gilt-Edged Mining Limited which discovered one of Australia's highest grade gold mines and was managing director of a public company which successfully developed and financed a 2.4m oz gold resource in Mongolia. He also co-founded a 3.0m oz gold project in China.

Mr Bojanjac was most recently Chief Executive Officer of Adamus Resources Limited and oversaw its advancement from an early stage exploration project through its definitive feasibility studies, and managed the debt and equity financing of its successful Ghanaian gold mine.

Mr Bojanjac was appointed a Director of the Company on 28 March 2013 after the Takeover of Worldwide Mining Projects Ltd. Mr Bojanjac is the Chairman of the Audit Committee. He also serves as Non-Executive Chairman of Canadian explorer, Coventry Resources.

4. Resolution 3 - Ratification of a Prior Issue of Equity Securities - Share Placement

$4.1.$ Background

In July 2015, the Company issued 100,000,000 Shares as part of a Placement of 150,000,000 Shares to various sophisticated and professional investors to raise funds to finance the Company's ongoing exploration at the Kou Sa Project as well as for working capital (Placement).

Shareholders approved the issue of 50,000,000 of the 150,000,000 Shares issued as part of the Placement on 29 May 2015.

The purpose of Resolution 3 is for Shareholders to approve and ratify the issue of the 100,000,000 Shares, 65,556,364 undertaken without Shareholder approval pursuant to Listing Rule 7.1 and 34,443,636 undertaken without Shareholder approval pursuant to Listing Rule 7.1A.

$4.2.$ Regulatory Requirements

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A provides that a company can apply to shareholders at an Annual General Meeting (AGM) to increase the capacity to issue shares by a further 10%. Geopacific obtained shareholder approval at the Company's AGM on 29 May 2015.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rules 7.1 or 7.1A is treated as having been made with approval for the purpose of Listing Rules 7.1 or 7.1A if the issue did not breach Listing Rules 7.1 or 7.1A and the company's members subsequently approve it.

Under Resolution 3, the Company seeks Shareholder approval for, and ratification of, the issue of the 100,000,000 Shares to professional and sophisticated investors, comprising the following:

• 65,556,364 securities so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity $(a)$ Securities in the next 12 months; and
• 34,443,636 securities so as to restore the capacity of the Company to issue further Equity Securities under $(b)$ Listing Rule 7.1A, subject to the passing of Resolution 6.

The securities issued, for which approval and ratification is sought under Resolution 3, comprise approximately 12.5% of the Company's fully diluted issued capital (assuming no further issues of securities by the Company).

Information required under Listing Rule 7.5 $4.3.$

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following information, for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4.

Number of securities issued $(a)$

Under Resolution 3, the Company seeks from Shareholders approval for, and ratification of, the issue of 100,000,000 Shares.

$(b)$ The price at which the securities were issued

The Shares were issued for \$0.06 cents per Share.

$(c)$ Terms of the securities

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares and rank equally in all respects with the existing Shares. The Company has applied to ASX for official quotation of the Shares.

$(d)$ Persons to whom the securities were issued to

The Shares were issued to professional and sophisticated investors.

None of the persons to whom Shares were issued to were related parties of the Company (or associates of such persons) at the time of issue of the Shares.

$(e)$ The use of the funds raised

The purpose of the issue was to raise working capital to finance operations of the Company particularly the exploration at the Company's Kou Sa Project in Cambodia.

Voting exclusion statement $(f)$

A voting exclusion statement for Resolution 3 is included in the Notice preceding this Explanatory Statement.

$4.4.$ Recommendation of Directors

The Board believes that the ratification of these issues is beneficial for the Company as it allows the Company to ratify the above issues of securities and retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months and, subject to the passing of Resolution 6, up to the 10% annual placement capacity under Listing Rule 7.1A without the requirement to obtain prior Shareholder approval. Accordingly, the Board unanimously recommends Shareholders vote in favour of Resolution 3.

5. Resolution 4 - Ratification of a Prior Issue of Equity Securities - Share Placement

$5.1.$ Background

In August 2015, the Company issued 416,667 Shares to consultants in lieu of cash.

The purpose of Resolution 4 is for Shareholders to approve and ratify the issue of the 416,667 Shares undertaken without Shareholder approval pursuant to Listing Rule 7.1

$5.2.$ Regulatory Requirements

Listing Rule 7.1 provides that, unless an exemption applies, a company must not, without prior approval of shareholders, issue or agree to issue Equity Securities if the Equity Securities will in themselves or when aggregated with the ordinary securities issued by the company during the previous 12 months, exceed 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.4 states that an issue by a company of securities made without approval under Listing Rule 7.1 is treated as having been made with approval for the purpose of Listing Rule 7.1 if the issue did not breach Listing Rule 7.1 and the company's members subsequently approve it.

Under Resolution 4, the Company seeks Shareholder approval for, and ratification of, the issue of the 416,667 Shares so as to limit the restrictive effect of Listing Rule 7.1 on any further issues of Equity Securities in the next 12 months.

The securities issued, for which approval and ratification is sought under Resolution 4, comprise less than 1% of the Company's fully diluted issued capital (assuming no further issues of securities by the Company). -

$5.3.$ Information required under Listing Rule 7.5

In compliance with the information requirements of Listing Rule 7.5, Shareholders are advised of the following information, for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.4.

Number of securities issued $(a)$

Under Resolution 4, the Company seeks from Shareholders approval for, and ratification of, the issue of 416.667 Shares.

$(b)$ The price at which the securities were issued

The Shares were issued for \$0.06 cents per Share.

Terms of the securities $(c)$

The Shares are fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares and rank equally in all respects with the existing Shares. The Company has applied to ASX for official quotation of the Shares.

$(d)$ Persons to whom the securities were issued to

The Shares were issued to professional and sophisticated investors.

None of the persons to whom Shares were issued to were related parties of the Company (or associates of such persons) at the time of issue of the Shares.

$(e)$ The use of the funds raised

The purpose of the issue was to raise working capital to finance operations of the Company particularly the exploration at the Company's Kou Sa Project in Cambodia.

$(f)$ Voting exclusion statement

A voting exclusion statement for Resolution 4 is included in the Notice preceding this Explanatory Statement.

$5.4.$ Recommendation of Directors

The Board believes that the ratification of these issues is beneficial for the Company as it allows the Company to ratify the above issues of securities and retain the flexibility to issue further securities representing up to 15% of the Company's share capital during the next 12 months. Accordingly, the Board unanimously recommends Shareholders vote in favour of Resolution 4.

6. Resolution 5 - Approval of Issue of Shares pursuant to Proposed Capital Raising

$6.1.$ Background

Resolution 5 seeks Shareholder approval for the issue of up to 50,000,000 Geopacific Shares at an issue price of not less than 80% of the volume weighted average market price for Geopacific Shares calculated over the last five days on which sales in Geopacific Shares are recorded before the day on which the issue is made (Proposed Capital Raising).

The purpose of Resolution 5 is to provide the Company with the ability to conduct the Proposed Capital Raising by means of a placement of Company Shares to raise funds for the conduct of further exploration of the Company's Fiji projects, to conduct exploration of the Kou Sa Copper Project in Cambodia, and to provide funds for additional administration and overhead expenses.

At this stage the Company does not know how much capital will be raised but the Company considers that at this stage it requires a minimum of \$1,000,000 and a maximum of \$10,000,000 to conduct further exploration activities over the next 12 months in Fiji and Cambodia.

The quantum of capital raised will depend on investor interest and market factors at the relevant time.

The issue price of Shares and hence the quantum of Shares issued under the Proposed Capital Raising, if it proceeds, will depend on the market price of the Company's Shares traded on ASX at the relevant time.

Resolution 5, if approved, provides the Company with the ability to conduct the Proposed Capital Raising within 3 months of the Annual General Meeting (or such later date as may be approved by ASX).

If Resolution 5 is not approved or the capital raised pursuant to the Proposed Capital Raising is not considered sufficient by the Board to satisfy proposed exploration activities in Fiji and Cambodia, the Board may consider further capital raising options over the next 12 months.

None of the investors pursuant to the Proposed Capital Raising will be related parties of the Company.

$6.2.$ Regulatory Requirements

Listing Rule 7.1 provides that a company must not, without prior approval of shareholders and subject to specified exceptions, issue or agree to issue Equity Securities, if the Equity Securities will in themselves or when aggregated with the Equity Securities issued by the company during the previous 12 months, exceeds 15% of the number of ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 5 will be to allow the Directors to issue Shares in the Company pursuant to the Proposed Capital Raising during the period of 3 months after the date of the Annual General Meeting (or a longer period, if allowed by ASX), without such issue being included in the Company's 15% annual placement capacity and thereby minimising the restrictive effect of Listing Rule 7.1 on any further issues by the Company of Equity Securities in the next 12 months.

Listing Rule 7.3, requires that the following information be provided to Shareholders in relation to the Proposed Capital Raising, for the purpose of obtaining Shareholder approval pursuant to Listing Rule 7.1:

• $(a)$ the maximum number of Shares to be issued is 50,000,000;
• $(b)$ the Shares issued pursuant to Resolution 5 will be issued no later than 3 months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that all of the Shares will be issued on the same date;
• the issue price will be not less than 80% of the volume weighted average market price for Shares calculated $(c)$ over the 5 trading days on which the sales in the Shares are recorded before the day on which the issue is made:
• the Directors will determine to whom the Shares will be issued to, but these persons will not be related $(d)$ parties of the Company:
• the Shares issued will be fully paid ordinary shares in the capital of the Company and will rank equally and be $(e)$ issued on the same terms and conditions as the Company's existing Shares;
• the Company intends to use the funds raised from the Proposed Capital Raising to provide funds for the $(f)$ Company's exploration programs, administration expenses and general working capital in the manner described above; and
• $(g)$ a voting exclusion statement is included in the Notice of Annual General Meeting.

6.3. Recommendation of Directors

The Directors believe that the Proposed Capital Raising is beneficial for the Company and recommend that Shareholders vote in favour of the Resolution. It will allow the Company to retain the flexibility to issue further Equity Securities representing up to 15% of the Company's share capital during the next 12 months.

Resolution 6 - Approval of 10% Placement Facility $7.$

$7.1.$ General

Listing Rule 7.1A enables eligible entities, who have obtained shareholder approval at an annual general meeting, to issue Equity Securities of up to 10% of its issued share capital through placements over a 12 month period after the entity's annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of \$300 million or less, as at the time of the entity's annual general meeting.

The Company is an eligible entity as at the time on this Notice of Meeting and is expected to be an eligible entity as at the time of the Company's Annual General Meeting. The Company is now seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility throughout the 12 months after the Company's Annual General Meeting.

Resolution 6 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote at the Annual General Meeting (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The exact number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 4.2.3 below).

The Company is currently undertaking exploration activities at its existing projects and is also seeking to acquire new resource assets or investments. The Company may use the funds raised from the issue of Equity Securities under the 10% Placement Facility on its existing projects and/or acquisition of new resource assets or investments.

$7.2.$ Description of Listing Rule 7.1A

7.2.1. Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to shareholder approval by way of a special resolution at the Annual General Meeting.

7.2.2. Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the Company.

The Company, as at the date of the Notice, has on issue one class of quoted Equity Securities, being fully paid ordinary shares.

7.2.3. Formula for calculating 10% Placement Facility

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue, during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

$(A \times D) - E$

A is the number of fully paid shares on issue 12 months before the date of issue or agreement:

• $(i)$ plus the number of fully paid shares issued in the 12 months under an exception in Listing Rule 7.2;
• $(ii)$ plus the number of partly paid shares that became fully paid in the 12 months;
• $(iii)$ plus the number of fully paid shares issued in the 12 months with approval of holders of shares under Listing Rule 7.1 and 7.4. This does not include an issue of fully paid shares under the entity's 15% placement capacity without shareholder approval;
• $(iv)$ less the number of fully paid shares cancelled in the 12 months.

Note that A has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

• D. is 10%
• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue that are not issued with the approval of shareholders under Listing Rule 7.1 or 7.4.
• 7.2.4. Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

At the date of this Notice, the Company has on issue 799,593,584 Shares and has capacity to issue:

• $(i)$ 38,903,507 Equity Securities under Listing Rule 7.1; and
• $(ii)$ subject to Shareholder approval being sought under Resolution 6, 35,474,056 Equity Securities under Listing Rule 7.1A.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (above).

7.2.5. Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the volume weighted average price of Equity Securities in the same class calculated over the 15 trading days immediately before:

• the date on which the price at which the Equity Securities are to be issued is agreed; or $(i)$
• if the Equity Securities are not issued within 5 trading days of the date in paragraph (i) above, the date $(ii)$ on which the Equity Securities are issued.

7.2.6. Issue Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the Annual General Meeting until the earlier of:

• $(i)$ the date that is 12 months after the date of the Annual General Meeting; or
• (ii) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking), or such longer period if allowed by ASX (10% Placement Period).

The Company will only issue Equity Securities during the 10% Placement Period.

7.2.7. Dilution risk

If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table). There is a risk that:

• the market price for the Company's Equity Securities may be significantly lower on the date of the issue $(i)$ of the Equity Securities than on the date of the Meeting; and
• $(ii)$ the Equity Securities may be issued at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset, which may have an effect on the amount of funds raised by the issue of the Equity Securities.

The table below shows the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

• two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number $(i)$ of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
• (ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 50% as against the current market price.

	Dilution
Variable "A" in Listing Rule 7.1A.2		\$0.016 a 50 % decrease in issue price	\$0.031 issue price	\$0.047 a 50% increase in issue price
799,593,584 Current Variable A	10% voting dilution In shares	79,959,358	79,959,358	79,959,358
	Funds raised	\$1,239,370	\$2,478,740	\$3,718,110
1,199,390,376 - 50% increase in Current Variable A	10% voting dilution In shares	119,939,037	119,939,037	119,939,037

	Funds raised	\$1,859,055	\$3,718,110	\$5,577,165
1,599,187,168 - 100% Increase in Current Variable A	10% voting dilution in shares	159,918,716	159,918,716	159,918,716
	Funds raised	\$2,478,740	\$4,957,480	\$7,436,220

The table has been prepared on the following assumptions:

• $(i)$ Variable A is 799,593,584 being the number of ordinary securities on issue at the date of this Notice assuming Resolutions 3 and 4 are passed.
• $(ii)$ The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
• (iii) The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• (iv) The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
• $(v)$ The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
• (vi) The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes listed Options, it is assumed that those listed Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
• (vii) The issue price is \$0.031 being the closing price of the Shares on ASX on 20 April 2016.

7.2.8. Purpose of Issue

The Company may seek to issue the Equity Securities for the following purposes:

• $(i)$ non-cash consideration for the acquisition of the new resource assets and investments. In such circumstances the Company will provide a valuation of the non-cash consideration as required by Listing Rule 7.1A.3; or
• $(ii)$ cash consideration. In such circumstances, the Company intends to use the funds raised towards the exploration activities at its existing projects and/or for acquisition of new assets or investments (including expenses associated with such acquisition) and general working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

7.2.9. Allocation Policy

The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

• $(i)$ the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing security holders can participate;
• $(ii)$ the effect of the issue of the Equity Securities on the control of the Company:
• $(iii)$ the financial situation and solvency of the Company; and
• advice from corporate, financial and broking advisers (if applicable). $(iv)$

The allottees under the 10% Placement Facility have not been determined as at the date of this Notice but may include existing substantial Shareholders and/or new Shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resource assets or investments, it is likely that the allottees under the 10% Placement Facility will be the vendors of the new resource assets or investments.

7.2.10. Previous issues of Equity Securities under Listing Rule 7.1A

The Company previously obtained Shareholder approval under Listing Rule 7.1A at its annual general meeting held on 29 May 2015.

In the 12 months preceding this Notice of Annual General Meeting, the Company issued 412,551,157 Equity Securities which represents 94% of the total number of Equity Securities on issue at the commencement of that 12 month period. Details of the Equity Securities issued in the 12 month period are outlined in Schedule 1 to this Notice of Meeting.

7.2.11. Voting Exclusion Statement

A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not approached any particular existing Shareholder or security holder or an identifiable class of existing security holder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.

7.2.12. Recommendation of Directors

The Directors believe that the 10% Placement Facility is beneficial for the Company as it will give the Company flexibility to issue further securities representing up to 10% of the Company's Share capital during the next 12 months. Accordingly, the Board unanimously recommend that Shareholders approve Resolution 6.

Resolution 7 - Renewal of Proportional Takeover Approval Provisions $\mathbf{R}$

8.1. Background

On 7 October 2013, the Company adopted the existing provisions in Article 9 of the Company's constitution that enable the Company to refuse to register Shares acquired under a proportional takeover bid unless approved by a Resolution of Shareholders (Proportional Takeover Approval Provisions).

Under section 648G(1) of the Corporations Act, these provisions must be renewed every three years or they will cease to apply. If the Proportional Takeover Approval Provisions cease to apply, the Company's constitution is, by force of section 648G(3), altered by omitting Article 9.

Resolution 7, if passed, will renew the Proportional Takeover Approval Provisions in accordance with section 648G of the Corporations Act. If renewed, the Proportional Takeover Approval Provisions will be in exactly the same terms as the existing provisions and will have effect for a three year period commencing on the day this resolution is passed.

8.2. Effect of the Proportional Takeover Approval Provisions

Provisions such as these require specific information to be provided to Shareholders at the time the provisions are adopted. This information is set out below.

A proportional takeover bid includes a bidder offering to buy a proportion only of each Shareholder's Shares in the Company. This means that control of the Company may pass without members having the chance to sell all of their Shares to the bidder. It also means the bidder may take control of the Company without paying an adequate amount for gaining control.

In order to deal with this possibility, the Company may provide in its constitution that:

• in the event of a proportional takeover bid being made for Shares in the Company, members are $(a)$ required to vote by ordinary Resolution and collectively decide whether to accept or reject the offer; and
• the majority decision of the Company's members will be binding on all individual members. $(b)$

The Directors consider that members should be able to vote on whether a proportional takeover bid ought to proceed given such a bid might otherwise allow control of the Company to change without members being given the opportunity to dispose of all of their Shares for a satisfactory control premium. The Directors also believe that the right to vote on a proportional takeover bid may avoid members feeling pressured to accept the bid even if they do not want it to succeed.

The effect of Article 9 of the constitution is that, if a proportional takeover offer is received, the Directors are required to convene a Meeting of Shareholders to vote on a Resolution to approve the proportional bid. Each

security holder affected will be entitled to vote (except for the bidder and persons associated with the bidder, who may not vote). Approval of the bid will require a simple majority of the votes cast. The Meeting must be held at least 14 days before the bid closes so that holders know the result of the voting before they have to make up their minds whether or not to accept for their own securities.

If the proportional bid is not approved, the registration of any transfer of Shares resulting from an offer made under the proportional bid will be prohibited and the bid will be deemed to be withdrawn. If the proportional bid is approved, the transfers will be registered, provided they comply with the other provisions of the Corporations Act and the Company's constitution.

The bid will be taken to have been approved if the Resolution is not voted on within the deadline specified under the Corporations Act.

The provisions of Article 9 do not apply to takeover bids for the whole of the issued Shares in the Company.

The Proportional Takeover Approval Provisions under Article 9 will cease to apply at the end of three years (or longer if it is subsequently renewed by a further Resolution of Shareholders).

8.3. Reasons for proposing the resolution

The reasons why the Board has proposed that the Proportional Takeover Approval Provisions should be renewed are set out below as the advantages of the provisions. Each of the Directors consider that these advantages outweigh the disadvantages stated below.

The Board considers that Shareholders should have the power to prevent the control of the Company from passing to a bidder without it making a bid for all the Shares. They believe that the Resolution requirement is the best procedure available to Shareholders to ensure that they are not forced to accept a proportional offer even though they do not wish the bidder to obtain control of the Company.

Without Article 9, a proportional takeover bid may enable control of the Company to be acquired without Shareholders having an opportunity to dispose of all their Shares to the bidder. Shareholders therefore risk holding a minority interest in the Company. If the Shareholders considered that control of the Company was likely to pass under any takeover bid, they could be placed under pressure to accept the offer even if they do not want control of the Company to pass to the bidder. Article 9 will prevent this by permitting Shareholders in General Meeting to decide whether a proportional takeover bid should be permitted to proceed.

While the inclusion of Article 9 will allow the Directors to ascertain members' views on a proportional takeover bid, it does not otherwise offer any advantage or disadvantage to the Directors who remain free to make their own recommendation as to whether the bid should be accepted.

8.4. Review of advantages and disadvantages

The potential advantages of the Proportional Takeover Approval Provisions for Shareholders are that:

• $(a)$ they give Shareholders their own say in determining, by a majority vote, whether a proportional takeover bid should proceed;
• $(b)$ they enable Shareholders, by combining together, to veto a change of control that would lock them into a minority position;
• $(c)$ the existence of the Resolution requirement in the Company's constitution would make it more probable that any takeover bid will be a full bid for the whole Shareholding of each member, so that Shareholders may have the opportunity of disposing of all their Shares rather than of a proportion only;
• $(d)$ if a proportional takeover bid should be made, the existence of the Resolution requirement will make it more probable that a bidder will set its offer price at a level that will be attractive to the Shareholders who vote;
• knowing the view of the majority of Shareholders assists each individual Shareholder in assessing the $(e)$ likely outcome of the proportional takeover bid, and whether to accept or reject offers made under that bid; and
• $(f)$ at present it is only the Directors who express on behalf of the Company any formal view on the adequacy or otherwise of a takeover bid. With the Resolution requirement, the most effective view

on a proportional takeover bid will become the view expressed by the vote of the Shareholders themselves at general meeting.

The potential disadvantages of the Proportional Takeover Approval Provisions for Shareholders are that:

• proportional takeover bids may be discouraged, reducing the speculative element in the market $(a)$ price of the Company's Shares arising from the possibility of a takeover offer being made;
• an individual Shareholder who wishes to accept a proportional takeover bid will be unable to sell to $(b)$ the bidder unless a majority of Shareholders favour the proportional takeover bid; and
• the inclusion of the provisions may be considered to constitute an unwarranted additional $(c)$ restriction on the ability of Shareholders to freely deal with their Shares.

Advantages and disadvantages of the Proportional Takeover Approval Provisions for the Directors are that:

• if the Directors consider that a proportional takeover bid should be opposed, they will be assisted in $(a)$ preventing the bidder from securing control of the Company if the bidder needs a majority of the votes cast by the independent Shareholders before it can succeed; and
• on the other hand, under the Proportional Takeover Approval Provisions, if a proportional takeover $(b)$ bid is commenced, the Directors must call a Meeting to seek the Shareholders' views, even though the Directors believe that the bid should be accepted.

No knowledge of present acquisitions proposals $8.5.$

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire or increase the extent of a substantial interest in the Company.

8.6. Recommendation of Directors

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the Proportional Takeover Approval Provisions and as a result consider that the Proportional Takeover Approval Provisions in Article 9 of the Company's constitution is in the interest of Shareholders.

The Directors unanimously recommend that Shareholders vote in favour of Resolution 7.

If this Resolution is approved, the Proportional Takeover Approval Provisions will be renewed with effect for a three year period commencing on the day this resolution is passed.

Glossary

In the Notice of Meeting and Explanatory Statement, the following terms have the following meanings unless the context otherwise requires:

Annual Report	the Company's annual report for the financial year ended 31 December 2015.
ASX	ASX Limited or the securities market operated by ASX Limited, as the context requires.
Board	board of Directors.
Chairman	chairman of the Annual General Meeting.
Company or Geopacific	Geopacific Resources Limited ACN 003 208 393
Constitution	constitution of the Company.
Corporations Act	Corporations Act 2001 (Cth).
Director	director of the Company.
Directors' Report	the Directors' report contained in the Annual Report.
Equity Securities	has the meaning given to that term in the Listing Rules.
Explanatory Statement	the explanatory statement that accompanies this Notice of Annual General Meeting.
Key Management Personnel	key management personnel of the Company (as defined in section 9 of the Corporations Act).
Meeting or Annual General Meeting	the annual general meeting convened by this Notice of Annual General Meeting.
Notice, Notice of Annual General Meeting or Notice of Meeting	this notice of Annual General Meeting.
Listing Rules or ASX Listing Rules	official listing rules of the ASX.
Option	option to subscribe for a Share.
Proposed Capital Raising	has the meaning given in Section 6.1 of the Explanatory Statement.
Remuneration Report	the report contained in the Directors' Report dealing with the remuneration of the Key Management Personnel for the year ended 31 December 2015.
Resolution	resolution contained in this Notice of Annual General meeting.
Share	fully paid ordinary share in the capital of the Company.
Shareholder	holder of one or more shares in the Company.
WST	Australian Western Standard Time.

SCHEDULE₁

DETAILS OF EQUITY SECURITIES ISSUED IN THE 12 MONTHS PRIOR TO THE DATE OF THE ANNUAL GENERAL MEETING

Number	gdA	whom the securities Name of persons to were issue	Issue Price	market price at Discount to issue date	Funds raised	at the Meeting) Funds used (as	Use of funds (and intended use for remaining funds)
	Shares 1	Issued to Sophisticated and Professional Investors	\$0.06	$(3)$ % (closing price \$0.058)	\$9,000,000.	100%	Exploration activities at the Company's Kou Sa project in Cambodia and for general working capital
	Shares	Shareholders pursuant to Issued to Eligible	\$0.055	price \$0.059) 7% (closing	\$7,571,576	100%	The funds raised were applied to:
		the terms of the					further exploration at the Kou Sa project;
		Prospectus dated 10 July 2015					further exploration at the Company's Fiji projects,
							provide additional working capital; and
							to fund expenses of the retail offer
							in accordance with the following:
							Drilling - \$10,300,000;
							Metallurgy and Geophysics Analysis - \$400,00;
							JORC Resource Calculation Contractors Costs - \$550,000;
							New Exploration activities - \$500,000;
							Vendor Payments for the Kou Sa Project $-9,400,000;$
							Working capital - \$500,000;
							Expenses of the entitlement offer - \$700,000

$\frac{8}{18}$

Use of funds (and intended use for remaining	further exploration at the Kou Sa project; further exploration at the Company's Fiji Vendor Payments for the Kou Sa Project provide additional working capital; and JORC Resource Calculation Contractors New Exploration activities - \$500,000; Metallurgy and Geophysics Analysis - to fund expenses of the retail offer Expenses of the entitlement offer-
funds)	Working capital - \$500,000; The funds raised were applied to: in accordance with the following: Drilling - \$10,300,000; Costs - \$550,000; $-9,400,000;$ \$700,000 projects, \$400,00; ٠
		N/A	N/A
Funds used (as at the Meeting)	100%	N/A	N/A
Funds raised	\$6,493,821	$\overline{\overline{z}}$	$\overline{\overline{z}}$
narket price at Discount to issue date	(4) % (closing price \$0.058)	N/A	N/A
Issue Price	\$0.055	No issue price consideration) (non-cash	consideration) No issue price (non-cash
whom the securities Name of persons to were issue	Shareholders pursuant to Prospectus dated 10 July Issued to Eligible the terms of the 2015	Issued to consultants in lieu of cash. Value 2 = \$12,917	Issued to Eligible holders of Performance Rights
Type	Shares	Shares	Shares
Number	118,069,475	416,667	6,400,000
Issue Date	5 August 2015	13 August 2015	18 September 2015

Notes:

1. Shares to rank equally with existing listed ordinary shares.

2. The value is based on the closing price of the Shares (\$0.031) on ASX on 20 April 2016, being the last trading day before the date of this Notice of Annual General Meeting.

$\overline{19}$

SCHEDULE 2

9 PROCEDURE TO APPROVE PROPORTIONAL TAKEOVER BID

$9.1$ Definitions

In this article:

Approving Resolution means a resolution to approve the Proportional Takeover Bid;

Approving Resolution Deadline means the day that is 14 days before the last day of the bid period during which offers under the Proportional Takeover Bid remain open or a later day allowed by ASIC;

Eligible Member has the meaning given in article 9.2(a)(iii); and

Proportional Takeover Bid has the meaning given in the Corporations Act.

$9.2$ Resolution to approve Proportional Takeover Bids

• $(a)$ Where offers have been made under a Proportional Takeover Bid in respect of Securities:
• $(i)$ the registration of a transfer giving effect to a takeover contract for the Proportional Takeover Bid is prohibited unless and until an Approving Resolution is passed or is taken to have been passed in accordance with this article;
• $(ii)$ the Approving Resolution shall be voted on in either of the following ways as determined by the Directors:
  • $(A)$ at a meeting; or
  • by means of a postal ballot; $(B)$
• $(iii)$ a person (other than the bidder or an associate of the bidder) who, as at the end of the day on which the first offer under the Proportional Takeover Bid was made, held bid class securities (Eligible Member) is entitled to vote on the Approving Resolution;
• $(iv)$ an Approving Resolution that has been voted on is taken to have been passed if the proportion that the number of votes in favour of the resolution bears to the total number of votes on the resolution is greater than 50%, and otherwise is taken to have been rejected; and
• $(v)$ the Directors must ensure that the Approving Resolution is voted on in accordance with this article 9.2 before the Approval Resolution Deadline.
• If the Directors determine that the Approving Resolution shall be voted on at a meeting, then the $(b)$ provisions of this Constitution that apply to a general meeting of the Company shall apply with such modifications as the circumstances require as if the meeting were a general meeting of the Company.
• If the Directors determine that the Approving Resolution shall be voted on by means of a postal $(c)$ ballot:
• the Directors shall dispatch to Eligible Members: $(i)$
  • $(A)$ a notice proposing the Approving Resolution;
  • a ballot paper for the purpose of voting on the Approving Resolution; $(B)$
  • $(C)$ a statement setting out the details of the Proportional Takeover Bid; and
  • a memorandum explaining the postal ballot procedure which is to govern $(D)$ voting in respect of the Approving Resolution;

• $(ii)$ a vote recorded on a ballot paper shall not be counted for the purposes of determining whether or not the Approving Resolution is passed, unless the ballot paper is:

  • correctly completed and signed under the hand of the Eligible Member or $(A)$ that person's attorney duly authorised in writing or if the Eligible Member is a body corporate, in a manner set out in section 127(1) or (2) of the Corporations Act or under the hand of its attorney so authorised; and

• $(B)$ received at the Registered Office on or before the time and date specified for its return in the notice proposing the Approving Resolution, such date to be not less than 18 days before the end of the period during which offers under the Proportional Takeover Bid remain open; and

• $(iii)$ on the date specified for the return of ballot papers in the notice proposing the Approving Resolution or the Business Days following that date, the Directors shall arrange for a count of the ballot papers returned and determine whether the Approving Resolution has been passed or rejected and shall upon completion of counting disclose the results of the ballot and the Approving Resolution shall accordingly be deemed to have been voted on upon the date of such declaration.
• $(d)$ Subject to article 9.2(f), to be effective, an Approving Resolution must be passed before the Approving Resolution Deadline.
• $(e)$ Where a resolution to approve the Proportional Takeover Bid is voted on before the Approving Resolution Deadline in accordance with this article 9.2, the Company must, on or before the Approving Resolution Deadline, give:
• $(i)$ the bidder: and
• $(ii)$ if the Company is listed - each relevant financial market.

a written notice stating that a resolution to approve the Proportional Takeover Bid has been voted on and whether the resolution has been passed or rejected.

• $(f)$ Where, as at the end of the day before the Approving Resolution Deadline, no resolution to approve the Proportional Takeover Bid has been voted on in accordance with this article 9.2, a resolution to approve the Proportional Takeover Bid is taken to have been passed on the Approving Resolution Deadline in accordance with this article 9.2.
• $(g)$ If an Approving Resolution is voted on before the Approving Resolution Deadline in accordance with this article 9.2 and is rejected,
• $(i)$ despite section 652A of the Corporations Act:
  • all offers under the Proportional Takeover Bid that have not been accepted as $(A)$ at the end of the Approving Resolution Deadline; and
  • $(B)$ all offers under the Proportional Takeover Bid that have been accepted, and from whose acceptance binding contracts have not resulted, as at the end of the Approving Resolution Deadline,

are taken to be withdrawn at the end of the Approving Resolution Deadline;

• $(ii)$ as soon as practicable after the Approving Resolution Deadline, the bidder must return to each person who has accepted an offer referred to in article 9.2(g)(i)(B), any documents that the person sent the bidder with the acceptance of the offer;
• $(iii)$ the bidder:
• $(A)$ is entitled to rescind; and
• $(B)$ must rescind as soon as practicable after the Approving Resolution Deadline,

each biding takeover contract for the Proportional Takeover Bid; and

$(iv)$ a person who has accepted an offer made under the Proportional Takeover Bid is entitled to rescind the takeover contract between such person and the bidder.

$9.3$ Sunset

Articles 9.1 and 9.2 cease to have effect on the third anniversary of the later of the date of their adoption or, if those articles have been renewed in accordance with the Corporations Act, the third anniversary of the date of their last renewal.

All Correspondence to:

⋈	By Mail	PO Box 439 Claremont Western Australia 6910
	In Person	Level 1, 278 Stirling Highway Claremont Western Australia 6010
	Email:	info@geopacific.com.au
		By Phone: +61 8 6143 1820

YOUR VOTE IS IMPORTANT

For your vote to be effective it must be recorded before 10:00am (WST) on Friday 27 May 2016.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 APPOINTMENT OF PROXY

Indicate who you want to appoint as your Proxy.

If you wish to appoint the Chair of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chair of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chair of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by contacting the Company or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (b) return both forms together in the same envelope.

STEP 2 VOTING DIRECTIONS TO YOUR PROXY

To direct your proxy how to vote, mark one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of securities are to be voted on any item by inserting the percentage or number that you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item for all your securities your vote on that item will be invalid.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an "Appointment of Corporate Representative" prior to admission. An Appointment of Corporate Representative form can be obtained from the company's securities registry.

STEP 3 SIGN THE FORM The form must be signed as follows:

Individual: This form is to be signed by the securityholder.

Joint Holding: where the holding is in more than one name, all the securityholders should sinn

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form should be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 LODGEMENT

Proxy forms (and any Power of Attorney under which it is signed) must be received no later than 48 hours before the commencement of the meeting, therefore by 10:00am (WST) on Friday 27 May 2015. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxy forms may be lodged:

$\boxtimes$ By Mail	PO Box 439 Claremont Western Australia 6910
In Person	Level 1, 278 Stirling Highway Claremont Western Australia 6010
Email:	@geopacific.com.au

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration.

This is your address as it appears on the company's share register. If this is incorrect, please mark the box with an "X" and make the correction in the space to the left. Securityholders sponsored by a broker should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

PROXY FORM

STEP₁ APPOINT A PROXY

I/We being a member/s of Geopacific Resources Limited (Company) and entitled to attend and vote hereby appoint:

the Chair of the Meeting (mark box)

OR if you are NOT appointing the Chair of the Meeting as your proxy, please write the name of the person or body corporate (excluding the registered shareholder) you are appointing as your proxy below

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chair of the Meeting as my/our proxy at the Annual General Meeting of the Company to be held at Level 1, 278 Stirling Highway, Claremont Western Australia on Tuesday 31 May 2015 at 10:00am (WST) and at any adjournment of that Meeting, to act on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit), including to vote or abstain as my/our proxy thinks fit in respect of any procedural resolution.

Important for Resolution 1: If the Chair of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intentions below, you expressly authorise the Chair of the Meeting to exercise the proxy in respect of Resolution 1 even though the items are connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

The Chair of the Meeting intends to vote undirected proxies in favour of each of the items of business. If you have appointed the Chair of the Meeting as your proxy (or the Chair of the Meeting becomes your proxy by default), and you wish to give the Chair specific voting directions on an item, you should mark the appropriate boxes opposite those items below (directing the Chair to vote for, against, or to abstain from voting).

STEP 2	VOTING DIRECTIONS not be counted in calculating the required majority if a poll is called.	* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your vote will
Ordinary Business			For	Against	Abstain*
Resolution 1	Adoption of the Remuneration Report
Resolution 2	Re-election of Director - Mr Mark Bojanjac
Special Business
Resolution 3	Ratification of Prior Issue of Equity Securities
Resolution 4	Ratification of Prior Issue of Equity Securities
Resolution 5		Approval of Issue of Geopacific Shares pursuant to Proposed Capital Raising
Resolution 6	Approval of 10% Placement Facility
Resolution 7	Renewal of Proportional Takeover Approval Provisions
STEP 3	SIGNATURE OF SHAREHOLDERS This form must be signed to enable your directions to be implemented.
	Individual or Securityholder 1	Securityholder 2	Securityholder 3
	Sole Director and Sole Company Secretary	Director	Director / Company Secretary
	Contact Name	Contact Daytime Telephone,	Date		2016