GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2013

Oct 30, 2013

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Geopacific Resources N L

ABN

57 003 208 393

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).

$+$ Class of $+$ securities issued or to Fully paid ordinary shares $\mathbf{1}$ be issued

Number of ⁺securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued

14,500,000 Ordinary Shares

Principal of the terms $\overline{\mathbf{3}}$ "securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due dates for payment; if the +convertible securities, conversion price and dates for conversion)

Shares to rank equally with existing listed ordinary shares.

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally in all respects from the issue date 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 for participate the next dividend, (in the case of a distribution) trust, or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	Yes
5	Issue price or consideration	\$0.05 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Shares issued pursuant to the Placement of Shortfall Shares pursuant to the 10:17 Rights Issue announced on 6 September 2013.
6a	Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i	Yes
6b	The date the security holder resolution under rule 7.1A was passed	31 May 2013
бс	Number of + securities issued without security holder approval under rule 7.1	Nil
6d	Number of + securities issued with security holder approval under rule 7.1A	N/A

$\hat{\mathcal{A}}$

$\mathcal{L}^{\pm}$

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.

• $N/A$ 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• 6f Number of ⁺securities issued | N/A under an exception in rule 7.2
• 6g If $+$ securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the *issue date and both values. Include the source of the VWAP calculation.
• 6h If ⁺securities were issued under $7.1_A$ for non-cash rule consideration, state date on valuation of which consideration was released to ASX Market Announcements
• Calculate the entity's remaining 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• ⁺Issue dates $\overline{7}$

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

8 Number and ⁺class of all *securities quoted on ASX (including the ⁺securities in section 2 if applicable)

Number	+Class
193,200,521	Ordinary fully paid shares

$N/A$

$N/A$

Rule 7.1 - 28,980,078

Rule 7.1A - 19,320,052

30 October 2013

		Number	+Class
9	and + class Number οf all *securities not quoted on ASX	750,000	Exercisable at \$0.30
	(including the + securities in section 2 if applicable)		each expiring 30 September 2014
		2,000,000	Exercisable at \$0.30 each expiring 5 April 2015
		800,000	Exercisable at \$2.50 each expiring 5 years after the defining on Faddy's Gold Deposit JORC $a -$ compliant ore reserve $\circ$ of over 200,000 of contained gold
		200,000	Exercisable at \$5.00 each expiring 10 o after the years defining on Faddy's Gold Deposit a JORC compliant ore of reserve over οf 1,000,000 contained gold
		10	Convertible Notes with face value of \$5,000, a coupon of $12\%$ payable at maturity, for a term of 12 months after entering agreement. Convertible into ordinary shares at \$0.045 per share or \$0.05 per share if the Notes are converted after the finalisation of the Placement with Agreement RCF.
10	Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	N/A

⁺ See chapter 19 for defined terms.

$\hat{\mathcal{A}}$

$\frac{1}{4}$ .

$\frac{1}{2}$

$\mathcal{A}^{\pm}$

Part 2 - Pro rata issue

11	security holder approval Is required?	N/A
12	Is the issue renounceable or non- renounceable?	N/A
13	Ratio in which the + securities will be offered	N/A
14	+ Class of + securities to which the offer relates	N/A
15	determine +Record date to entitlements	N/A
16	different Will holdings on registers (or subregisters) be calculating for aggregated entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	N/A
18	Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their	N/A
	entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for receipt acceptances or renunciations	of $\mid N/A$
20	Names of any underwriters	N/A
21	Amount of any underwriting fee or commission	N/A
22	Names of any brokers to the issue	N/A
23	Fee or commission payable to the broker to the issue	N/A

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

$\bar{u}$

24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders	N/A
25	If the issue is contingent on security holders' approval, the date of the meeting	N/A
26	Date entitlement and acceptance form and offer documents will be sent to persons entitled	N/A
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	N/A
28	Date rights trading will begin (if $\mid N/A \rangle$ applicable)
29	Date rights trading will end (if $\vert N/A \rangle$ applicable)
30	How do security holders sell their entitlements in full through a broker?	N/A
31	How do security holders sell part of their entitlements through a broker accept for and the balance?	N/A
32	How do security holders dispose of their entitlements (except by sale through a broker)?	N/A
33	+ Issue date	N/A

$\hat{\mathcal{A}}$

$\mathcal{L}^{\pm}$

$\hat{\mathcal{A}}$

$\mathbb{Z}^2$

⁺ See chapter 19 for defined terms.

Part 3 - Quotation of securities

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

Type of ⁺securities $34$ (tick one) $(a)$ ⁺Securities described in Part 1 区 $(b)$ 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
-30	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

⁺ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of + securities for which + quotation is sought	N/A
39	+ Class of + securities for which quotation is sought	N/A
40	Do the 'securities rank equally in all respects from the + issue date with an existing + class of quoted *securities?	N/A
	If the additional + securities do not rank equally, please state: the date from which they do the extent to which they for the participate next dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ٠ not rank equally, other than in relation to the next dividend, distribution interest or payment
41	Reason for request for quotation $\vert N/A \rangle$ 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	and + class of Number all
	quoted on *securities ASX (including the + securities in clause 38)

$\hat{\boldsymbol{\beta}}$

$\frac{1}{4}$

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{1}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{a}}$
• The issue of the 'securities to be quoted complies with the law and is $\bullet$ not for an illegal purpose.
• There is no reason why those *securities should not be granted tquotation.
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ information or document is not available now, we 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: 31 October 2013 (Company secretary)
Print name:	John Lewis.

⁺ See chapter 19 for defined terms.

Appendix 3B - Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 - Issues exceeding 15% of capital
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
Insert number of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	43,315,827
Add the following: Number of fully paid +ordinary securities issued in that 12 month period under an exception in rule 7.2 Number of fully paid +ordinary securities issued in that 12 month period with shareholder approval Number of partly paid +ordinary securities that became fully paid in that 12 month period	Nil 149,884,694 Nil
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the ٠ securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as separate line items
Subtract the number of fully paid +ordinary securities cancelled during that 12 month period	Nil
"A"	193,200,521

⁺ See chapter 19 for defined terms.

Step 2: Calculate 15% of "A"
"B"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	28,980,078
that has already been used	Step 3: Calculate "C", the amount of placement capacity under rule 7.1
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued:	Nil
Under an exception in rule 7.2 Under rule 7.1A With security holder approval under rule 7.1 or rule 7.4
Note:
This applies to equity securities, unless specifically excluded - not just ordinary securities Include here (if applicable) the ٠ securities the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of securities on different dates as
separate line items "ጦ	Nil
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
" $A$ " x 0.15 Note: number must be same as shown in Step 2	28,980,078
Subtract "C" Note: number must be same as shown in Step 3	Nil
Total $[4A" \times 0.15] - 4C"$	28,980,078
	[Note: this is the remaining placement capacity under rule 7.1]

$\bar{z}$

⁺ See chapter 19 for defined terms.

Part 2

l,

Rule 7.1A - Additional placement capacity for eligible entities
Step 1: Calculate "A", the base figure from which the placement capacity is calculated
A''
Note: number must be same as shown in Step 1 of Part 1	193,200,521
Step 2: Calculate 10% of "A"
$^{\prime\prime}$ D"	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	19,320,052
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period under rule 7.1A	Nil
Notes: This applies to equity securities $-$ not just ordinary securities Include here - if applicable - the securities the subject of the Appendix 3B to which this form is annexed Do not include equity securities ۰ issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained It may be useful to set out issues of securities on different dates as separate line items
${}^aE^b$	Nil

⁺ See chapter 19 for defined terms.

$\overline{\phantom{0}}$

$\hat{\mathcal{A}}$

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10 Note: number must be same as shown in Step 2	19,320,052
Subtract "E" Note: number must be same as shown in Step 3	Nil
Total $\int^{\alpha} A''x$ o.10] – "E"	19,320,052 Note: this is the remaining placement capacity under rule 7.1A

$\lambda$

$\frac{1}{2}$

J.

⁺ See chapter 19 for defined terms.

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2.$ $\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2\frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^2.$ $\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\pi} \frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}d\mu$ $\frac{1}{\sqrt{2\pi}}\sum_{i=1}^{n} \frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^2$