GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2013

Oct 8, 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, $04/07/13$

Name of entity

Geopacific Resources NL

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 $\mathbf{z}$ to be issued (if known) or maximum number which may be issued
• of the Principal terms $\overline{\mathbf{3}}$ +securities (e.g. if options, exercise price and expiry date; if partly paid ⁺securities, the amount outstanding and due if dates for payment; +convertible securities, the conversion price and dates for conversion)

1,123,166 Ordinary Shares

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?	Yes
	If the additional +securities do not rank equally, please state: the date from which they do ٠ the extent to which they participate for the next dividend, (in the case of a distribution) trust, Оľ interest payment the extent to which they do not rank equally, other than relation to in the next dividend, distribution OI interest payment
5	Issue price or consideration	\$0.045 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide exploration funding particularly for the companies Kou Sa project and additional working capital.
6a	Is the entity an + eligible entity that has obtained 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	Yes
6Ь	comply with section 6i 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

$\hat{\boldsymbol{\theta}}$

⁺ See chapter 19 for defined terms.

• $6d$ Number of ⁺securities issued with security holder approval under rule 7.1A
• 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 | 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.
• $6_h$ If *securities were issued under $\vert N/A \rangle$ rule $7.1A$ for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

⁺Issue dates 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
118,316,277	Ordinary fully paid shares

$\overline{\text{N/A}}$

$N/A$

$N/A$

$N/A$

Rule 7.1 - 17,747,442

Rule 7.1A - 10,649,335

9 October 2013

• See chapter 19 for defined terms.

Appendix 3B
New issue announcement

		Number	+ Class
9	Number and †class of all *securities not quoted on ASX	750,000	Exercisable at \$0.30 each expiring 30
	(including the + securities in section 2 if applicable)		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 of over 200,000 of contained gold
		200,000	Exercisable at \$5.00 each expiring 10 the after years defining on Faddy's Gold Deposit a JORC compliant ore $\circ$ of reserve over of 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	N/A

increased capital (interests)

⁺ See chapter 19 for defined terms.

$\hat{\boldsymbol{\beta}}$ $\hat{\mathbf{r}}$

$\hat{\mathbf{r}}$

Part 2 - Pro rata issue

11	holder approval security 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	date determine +Record to entitlements	N/A
16	different Will holdings on registers (or subregisters) be calculating aggregated for 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 of acceptances or renunciations	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

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 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 the and 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

$\bar{z}$

$\hat{\mathcal{A}}$

$\hat{\boldsymbol{\gamma}}$

⁺ 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)
• *Securities described in Part 1 $(a)$ $|\mathsf{X}|$
• $(b)$ 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

• If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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? If the additional securities do not rank equally, please state:	N/A
	the date from which they do ۰ 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 interest OF payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period	N/A
	(if issued upon conversion of another 'security, clearly identify that other 'security)
		Number	- Class
42	Number + class and οf all ASX + securities quoted on

(including the ⁺securities in clause

$\bar{z}$

$38)$

$\bar{z}$ $\frac{1}{2}$

$\frac{1}{4}$

⁺ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• 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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ 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:

company secretary)

Date: 9 October 2013

Print name:

se == == == ==

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 75,000,450 Nil
Note: Include only ordinary securities here - other classes of equity securities cannot be added Include here (if applicable) the 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"	118,316,277

⁺ See chapter 19 for defined terms.

$\hat{\mathcal{L}}$

$\hat{\mathcal{A}}$

$\hat{\mathcal{A}}$

$\hat{\mathcal{A}}$

Step 2: Calculate 15% of "A"
$\mathbf{H}^{\prime\prime}$	0.15
	[Note: this value cannot be changed]
Multiply 'A' by 0.15	17,747,442
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 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
$\mathscr{C}''$	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	17,747,442
Subtract "C"
Note: number must be same as shown in Step 3	Nil
Total $[{}^{\alpha}A^{\nu} \times 0.15] - {}^{\alpha}C^{\nu}$	17,747,442
	[Note: this is the remaining placement capacity under rule 7.1]

$\bar{z}$

$\mathcal{L}_{\mathcal{A}}$

$\bar{\gamma}$

$\overline{a}$

⁺ See chapter 19 for defined terms.

Part 2

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	118,316,277
Step 2: Calculate 10% of "A"
" $D"$	0.10
	Note: this value cannot be changed
Multiply "A" by 0.10	11,831,628
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 ۰ securities the subject of the Appendix $3B$ to which this form is annexed Do not include equity securities 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
$^uE^v$	Nil

$\bar{z}$

$\hat{\mathcal{A}}$

$\bar{z}$

⁺ See chapter 19 for defined terms.

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	11,831,628
Subtract "F" Note: number must be same as shown in Step 3	Nil
Total ["A" x 0.10] - "E"	11,831,628 Note: this is the remaining placement capacity under rule 7.1A

$\sim 10^6$

$+$ See chapter 19 for defined terms.

$\hat{u}$ , $\hat{u}$ , $\hat{u}$

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^3}\frac{1$