GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2012

Jan 9, 2012

==> picture [86 x 68] intentionally omitted <==

Geopacific Resources NL

BONUS ISSUE OF OPTIONS

10 January 2012

As announced on 7 December, 2011, the Board of Directors of Geopacific Resources NL is pleased to award its shareholders with a bonus issue of options.

This free issue is to thank our very patient and loyal shareholders for supporting the Company through the past 18 months of conducting ZTEM airborne geophysical surveys over its tenements in Fiji, the lengthy time to interpret that data, and to get advanced surface sampling and drilling commenced.

The issue of options is on the basis of one (1) free option for every two (2) fully paid shares held. The exercise price is $0.35 with an expiry of one year (365 days) from date of issue. It is expected that these options will be listed on the ASX.

The Black Scholes Option calculator gives a value of $0.092 per option, based on a current share price of $0.28, an exercise price of $0.35, 365 day exercise period, 4.25% risk free interest rate and 100% volatility.

In accordance with ASX Listing Rules 7.2, 7.7 and 7.16, and Appendix 7A, the timetable for the issue is:

Appendix 3B lodged	10/1/12
Ex Entitlement Date	13/1/12
Record Date	19/1/12
Despatch date	3/2/12

It is expected that an update will provided next week on progress with drilling at the Nabila prospect. This is a large diameter (PQ) diamond core with a targeted depth of 850 vertical metres that is testing the ZTEM target as a possible copper-gold porphyry system.

An Appendix 3B in relation to the issue of bonus options is attached.

==> picture [159 x 47] intentionally omitted <==

Grahame Clegg Company Secretary, Geopacific Resources NL

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Geopacific Resources NL

ABN

ACN 003 208 393

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Bonus Issue of options
	18,927,232 options expiring 19.1.2013
	Options expiring 19.1.2013 with an exercise price of 35 cents.

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class Yes, on exercise of options of quoted[+] securities? If the additional securities do not rank equally, please state:

• the date from which they do

• • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• 5 Issue price or consideration Nil 6 Purpose of the issue Bonus issue of options (If issued as consideration for the acquisition of assets, clearly identify those assets)

7 Dates of entering +securities 19 January 2012 into uncertificated holdings or despatch of certificates Number + Class 8 Number and +class of all 37,854,463 Ordinary +securities quoted on ASX ( including the securities in Options clause 2 if applicable) expiry exercise price 18,927,232 19.01.13 $0.35

9 Number and +class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	100,000 100,000 600,000 500,000 800,000 200,000	Options expiry exercise price 08.05.12 $1.25 08.05.13 $1.50 01.08.13 $0.50 30.09.14 $0.30 expiry date of five years after the defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of over 200,000 ounces of contained gold exercise price $2.50 expiry date of ten years after the defining on Faddy’s Gold Deposit of a JORC compliant ore reserve of over 1,000,000 ounces of contained gold exercise price $5.00

• 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• 11 Is security holder approval No required?

• 12 Is the issue renounceable or nonNon-renouncable renounceable?

• 13 Ratio in which the[+] securities 1 bonus option for every 2 ordinary shares will be offered

• 14 +Class of +securities to which the Options offer relates

15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders	19 January 2012
	No
	Round up
	Any countries outside Australia and New Zealand
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	3 February 2012

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

(a) Securities described in Part 1

• (b)  All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a) Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories

1 - 1,000

1,001 - 5,000

5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which 18,927,232 +quotation is sought

39 Class of[+] securities for which Options expiring 19.1.2013 with an exercise quotation is sought price of 35 cents. 40 Do the[+] securities rank equally Yes, on exercise of options in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Bonus issue of options now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number + Class 42 Number and +class of all 37,854,463 Ordinary +securities quoted on ASX ( including the securities in Options clause 38) expiry exercise price 18,927,232 19.01.13 $0.35

Quotation agreement

• 1 + Quotation of our additional + securities is in ASX’s absolute discretion. ASX may quote the + securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.

• If we are a trust, we warrant that no person has the right to return the[+] securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .... ...... Date: ..10-1-2012

(Company Secretary)

Print name: ...Grahame Clegg......................................................

== == == == =