GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2013

Aug 6, 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

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).

55

$\mathbf{1}$ $\pm$ Class of $\pm$ securities issued or to | be issued

Unlisted Convertible Notes

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• Principal terms οf the $\overline{\mathbf{3}}$ +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)

Convertible Notes with face value of \$5,000, a coupon of 12% payable at maturity for term of 12 months after entering the 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.

⁺ See chapter 19 for defined terms.

4	Do the + securities rank equally	No
	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 distribution) trust, 0ľ interest payment the extent to which they do not rank equally, other than relation to the next in dividend, distribution Оľ interest payment	Upon conversion
5	Issue price or consideration	\$5,000 per Convertible Note
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To fund working capital.
6a	Is the entity an + eligible entity that has obtained security holder approval under rule 7.1A?	No
	If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	N/a
6с	Number of + securities issued without security holder approval under rule 7.1	N/a
6d	Number of + securities issued with security holder approval under rule 7.1A	N/a

ł.

$\begin{array}{cccc}\n\bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet & \bullet$

$\frac{1}{2}$

⁺ See chapter 19 for defined terms.

• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of securities issued $6f$ under an exception in rule 7.2
• 6g If securities issued under rule $N/a$ 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 $N/a$ for non-cash rule $7.1_A$ consideration, state date on valuation of which consideration was released to ASX Market Announcements
• $6i$ Calculate the entity's remaining $|$ $N/a$ issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering ⁺securities $\overline{7}$ into uncertificated holdings or despatch of certificates
• 8 Number and ⁺class of all *securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
102,585,827	Ordinary fully paid shares

$N/a$

$N/a$

7 August 2013

Appendix 3B
New issue announcement

		Number	+Class
9	Number and + class of all	750,000	Exercisable at \$0.30
	*securities not quoted on ASX		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 JORC
			Deposit $\mathbf{a}$ compliant ore
			$\circ$ of reserve 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
		55	Convertible Notes with face value of
			\$5,000, a coupon of
			12% payable at
			maturity and for a
			term of 12 months
			after entering the
			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.

⁺ See chapter 19 for defined terms.

$10$ Dividend policy (in the case of a $\vert N/a \rangle$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

• Is security holder approval $N/a$ $\mathbf{11}$ required?
• Is the issue renounceable or non- $\mid$ N/a $12$ renounceable?
• Ratio in which the $\pm$ securities $\vert$ N/a 13 will be offered
• ⁺Class of ⁺securities to which the $N/a$ $14$ offer relates
• determine $N/a$ +Record date to 15 entitlements
• Will holdings on different $N/a$ 16 registers (or subregisters) be aggregated ${\bf for}$ calculating entitlements?
• Policy for deciding entitlements $N/a$ 17 in relation to fractions
• Names of countries in which the $N/a$ $18$ 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.

• Closing date for receipt of 19 acceptances or renunciations
• Names of any underwriters $20$
• $N/a$ $N/a$
• Amount of any underwriting fee $21$ or commission

1.11111111111111111111111111111111111	__	.
a ÷.
_			$ -$

⁺ See chapter 19 for defined terms.

Appendix 3B
New issue announcement

22	Names of any brokers to the issue	N/a
23	Fee or commission payable to the broker to the issue	N/a
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 prospectus or Product Disclosure Statement 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 $ N/a$ applicable)
29	Date rights trading will end (if $N/a$ applicable)
30	How do + security holders sell their entitlements in full through a broker?	N/a
31	How do *security holders sell their entitlements of part through a broker and accept for the balance?	N/a
32	How do *security holders dispose of their entitlements (except by sale through a broker)?	N/a
33	*Despatch date	N/a

$\ddot{\phantom{a}}$

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

⁺ 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 $34$

$(b)$

(tick one)

$(a)$ Securities described in Part 1

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

Entities that have ticked box 34(b)

• Number of securities for which $38$ ⁺quotation is sought
• Class of ⁺securities for which 39 quotation is sought

⁺ See chapter 19 for defined terms.

40	Do the + securities rank equally 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 ۰ not rank equally, other than in relation to the next dividend, distribution interest O L payment
41	Reason for request for quotation now
	Example: In the case of restricted securities, end of restriction period
	(if issued upon conversion of

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

another security, clearly identify

that other security)

Number	$\overline{\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text{-}\text$

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\bar{\mathbf{1}}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{\mathbf{2}}$
• 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 +quotation.

⁺ See chapter 19 for defined terms.

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 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: 7/8/2013

Print name:

Tohn Lewis Company secretary

== == == == ==

⁺ See chapter 19 for defined terms.

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