GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2013

Sep 26, 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 $\mathbf{1}$ be issued

Fully paid ordinary shares

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

10,699,765 Ordinary Shares

the Principal $terms$ of $\overline{\mathbf{3}}$ *securities (e.g. if options, exercise price and expiry date; if partly paid 'securities, the amount outstanding and due dates for payment; if +convertible securities, the 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?	Yes
	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 distribution) trust. Оľ interest payment the extent to which they do not rank equally, other than relation to the in next dividend, distribution or interest payment
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)	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 comply with section 6i	Yes
6b	The date the security holder resolution under rule 7.1A was passed	31 May 2013
6с	Number of + securities issued without security holder approval under rule 7.1	10,699,765

$\hat{\tau}$

$\frac{1}{\alpha}$

⁺ See chapter 19 for defined terms.

• 6d Number of ⁺securities issued | $N/A$ 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 $\pm$ securities issued $\vert$ 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 rule $7.1A$ $for$ non-cash consideration, state date on of which valuation 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
• $\overline{7}$ ⁺Issue dates

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 al +securities quoted on AS (including the ⁺securities ii section 2 if applicable)

	Number	+ Class
11 X n	117,193,111	Ordinary fully paid shares

$N/A$

$N/A$

$N/A$

Rule 7.1 - 5,274,237

Rule 7.1A - 10,649,335

27 September 2013

• See chapter 19 for defined terms.

		Number	+Class
9	Number and + class - of all *securities not quoted on ASX (including the + securities in	750,000	Exercisable at \$0.30 each expiring 30 September 2014
	section 2 if applicable)	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 a JORC compliant ore reserve of over 200,000 of contained gold
		200,000	Exercisable at \$5.00 each expiring $10\,$ after the years defining on Faddy's Gold Deposit a JORC compliant ore $\circ$ of reserve over of 1,000,000 contained gold
		20	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 Agreement with RCF.
10	Dividend policy (in the case of a $\mid N/A \rangle$

$\ddot{\phantom{a}}$

trust, distribution policy) on the
increased capital (interests)

$\hat{\mathcal{A}}$

⁺ See chapter 19 for defined terms.

÷

Part 2 - Pro rata issue

• Is security holder approval $\mathbf{u}$ $N/A$ required?
• Is the issue renounceable or non- $\lceil$ $\overline{\mathbf{12}}$ renounceable?
• Ratio in which the $+$ securities $N/A$ 13 will be offered
• ⁺Class of ⁺securities to which the $\sqrt{\frac{N}{A}}$ $14$ offer relates
• +Record date to determine 15 entitlements
• holdings on different $N/A$ Will 16 registers (or subregisters) be aggregated for calculating entitlements?
• Policy for deciding entitlements | 17 in relation to fractions
• Names of countries in which the $\sqrt{\rm N/A}$ 18 entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Closing date for receipt of $N/A$ 19 acceptances or renunciations

$N/A$

$N/A$

$N/A$

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

20	Names of any underwriters	N/A
21	Amount of any underwriting fee	N/A
	or commission
22	Names of any brokers to the	N/A
	issue
23	Fee or commission payable to	N/A
	the broker to the issue
24	Amount of any handling fee payable to brokers who lodge	N/A
	acceptances or renunciations on
	behalf of security holders
25	If the issue is contingent on security holders' approval, the	N/A
	date of the meeting
26	Date entitlement and acceptance form and offer documents will be	N/A
	sent to persons entitled
27	If the entity has issued options,	N/A
	and the terms entitle option holders participate to on
	exercise, the date on which
	notices will be sent to option
	holders
${\bf 28}$	Date rights trading will begin (if	N/A
	applicable)
29	Date rights trading will end (if $N/A$ applicable)
30	How do security holders sell their entitlements in full through	N/A
	a broker?
31	How do security holders sell part of their entitlements through a	N/A
	broker and accept for the
	balance?

$\ddot{\phantom{0}}$

$\sim$

$\frac{1}{\sqrt{2}}$ $\frac{1}{2}$ $\frac{1}{2}$

$\hat{\mathcal{L}}$

⁺ See chapter 19 for defined terms.

$\sqrt{1 + 1}$ How do security holders dispose $32$ of their entitlements (except sale through a broker)?

⁺Issue date 33

	ose N/A
by

$N/A$

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 $\overline{\mathbf{x}}$
• 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

$(b)$

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

• 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	$\mid N/A \mid$
39	+ Class of + securities for which quotation is sought	$\vert N/A \vert$
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: 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	N/A
41	Reason for request for quotation now Example: In the case of restricted securities, end	N/A
	of restriction period
	(if issued upon conversion of another *security, clearly identify that other 'security)
		$N_1, \ldots, N_m$	$-1$

Number and ⁺class of all $42$ $^+$ securities $\,$ quoted $\,$ on $\,$ ASX $\,$ (including the ⁺securities in clause $38)$

Number	+Class

à.

$\bar{z}$

$\bar{1}$ ÷.

⁺ See chapter 19 for defined terms.

Ouotation agreement

• +Quotation 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. $\overline{2}$
• 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 $\overline{\mathbf{3}}$ 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.

ompa∕ny secretary)

Date: 27 September 2013

Sign here:

John Lewis.................................... Print name:

$m = == == == == ==$

⁺ 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

$\overline{\phantom{a}}$

Ť,

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
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 ٠ issued in that 12 month period with shareholder approval Number of partly paid +ordinary ٠ securities that became fully paid in that 12 month period 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	Nil 63,177,519 Nil Nil
securities cancelled during that 12 month period
"А"	106,493,346

⁺ See chapter 19 for defined terms.

$\bar{z}$

Step 2: Calculate 15% of "A"
"В"	0.15 [Note: this value cannot be changed]
Multiply "A" by 0.15	15,974,002
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:	10,699,765
Under an exception in rule 7.2
Under rule 7.1A ٠
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 ۰ the subject of the Appendix 3B to which this form is annexed It may be useful to set out issues of $\bullet$ securities on different dates as separate line items
"C"	10,699,795
Step 4: Subtract "C" from ["A" x "B"] to calculate remaining placement capacity under rule 7.1
"A" x 0.15	15,974,002
Note: number must be same as shown in Step 2
Subtract "C"	10,699,795
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.15] – "C"	5,274,237
	[Note: this is the remaining placement capacity under rule 7.1]

⁺ See chapter 19 for defined terms.

Part 2

Step 1: Calculate "A", the base figure from which the placement capacity is calculated
106,493,346
0.10 Note: this value cannot be changed
10,649,335
Step 3: Calculate "E", the amount of placement capacity under rule 7.1A that has already been used
Nil Nil

$\hat{r}$

$\bar{\omega}$ $\hat{\boldsymbol{\theta}}$

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.

$\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^{3}}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^{3}}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}e^{-\frac{1}{2}\left(\frac{1}{\sqrt{2\pi}}\right)}\frac{1}{\sqrt{2\pi}}\right)^{2}e^{-\frac{1}{2}\left(\frac{1}{\sqrt{2\pi}}\right)}\frac{1}{\sqrt{2\pi}}\int_{\mathbb{R}^{3}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\$

Step 4: Subtract "E" from ["A" x "D"] to calculate remaining placement capacity under rule 7.1A
"A" x 0.10	10,649,335
Note: number must be same as shown in Step 2
Subtract "E"	Nil
Note: number must be same as shown in Step 3
Total ["A" $\times$ 0.10] – "E"	10,649,335
	Note: this is the remaining placement capacity under rule 7.1A

⁺ See chapter 19 for defined terms.

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\,d\mu\$ $\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\alpha} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{\alpha} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}$ $\label{eq:2.1} \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}})) \leq \mathcal{L}(\mathcal{L}^{\text{max}}{\mathcal{L}}(\mathcal{L}^{\text{max}}{\mathcal{L}}))$ $\label{eq:2.1} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{2}\right)^{2}$ $\label{eq:2} \frac{1}{\sqrt{2}}\left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{1}{\sqrt{2}}\right)^{2} \left(\frac{$ $\label{eq:2.1} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\pi} \frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2\pi} \frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{2\pi}}\frac{1}{\sqrt{$