GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2017

Sep 6, 2017

Appendix 3B New issue announcement

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 Ltd

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).

1 +Class of +securities issued or to be issued Fully Paid Ordinary Shares 2 Number of[+] securities issued or to be issued (if known) or 350,000,000 fully paid ordinary shares maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, Fully paid ordinary shares to rank equally with exercise price and expiry date; if existing listed ordinary shares. partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in all respects from the[+] issue date with an Yes 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

5 Issue price or consideration $0.03 6 Purpose of the issue Shares issued as result of a Placement to (If issued as consideration for the Sophisticated and Professional investors to acquisition of assets, clearly identify fund working capital pursuant to the those assets) Company’s capacity under Listing Rule 7.1 & 7.1A. 6a Is the entity an[+] eligible entity that has Yes 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 6b The date the security holder resolution 24 May 2017 under rule 7.1A was passed 6c Number of[+] securities issued without 210,931,722 security holder approval under rule 7.1 6d Number of +securities issued with 139,068,278 security holder approval under rule 7.1A 6e Number of +securities issued with Nil security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under an Nil exception in rule 7.2

• See chapter 19 for defined terms.

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6g If[+] securities issued under rule 7.1A, was Yes. issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include Issue price $0.03 the[+] issue date and both values. Include 15 day VWAP of $0.03 (no discount) the source of the VWAP calculation. Preceding trading halt on 30 August 2017 Source: IRESS 6h If[+] securities were issued under rule 7.1A N/A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue Rule 7.1 – Nil capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements Rule 7.1A – 1,552,870 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to 6 September 2017 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. Number +Class 8 Number and[+] class of all[+] securities quoted on ASX ( including the[+] securities 1,756,211,481 Fully paid ordinary in section 2 if applicable shares

• See chapter 19 for defined terms.

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9 Number and+class of all+securities not quoted on ASX (_including_the+securities in section 2 if applicable)	Number	+Class
	800,000 200,000 1,688,768	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 Exercisable at $5.00 each expiring 10 years after the defining on Faddy’s Gold Deposit a JORC compliant ore reserve of over 1,000,000 of contained gold Exercisable at $0.07425 each expiring 5 August 2017.

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

N/A

Part 2 - Pro rata issue

11 Is security holder approval required?

N/A

12 Is the issue renounceable or nonrenounceable?

N/A

13 Ratio in which the[+] securities will be N/A offered 14 +Class of +securities to which the offer N/A relates 15 +Record date to determine entitlements N/A 16 Will holdings on different registers (or subregisters) be aggregated for N/A calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

• See chapter 19 for defined terms.

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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 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 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents 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?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 31 How do security holders sell part of their entitlements through a broker and accept N/A for the balance?

• 32 How do security holders dispose of their entitlements (except by sale through a N/A broker)?

• 33 +Issue date N/A

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

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 N/A +quotation is sought 39 +Class of +securities for which quotation N/A is sought

• See chapter 19 for defined terms.

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• 40 Do the[+] securities rank equally in all N/A 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 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 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 and[+] class of all[+] securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 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:

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Print name: Matthew Smith - Company Secretary

Date: 7 September 2017

== == == == ==

• See chapter 19 for defined terms.

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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

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid +ordinary securities on issue 12 months before the +issue date or date of agreement to issue	1,060,829,189
Addthe 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 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	6,150,000 shares on 17 October 2016 236,782,061 shares on 9 August 2017 13,685,836 shares on 17 August 2017 88,764,395 shares on 19 October 2016
Subtractthe number of fully paid +ordinary securities cancelled during that 12 month period	Nil
“A”	1,406,211,481

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15
Multiply“A” by 0.15	210,931,722
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insert number of +equity securities issued or agreed to be issued in that 12 month period not counting those issued: • 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	210,931,722
“C”	210,931,722
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 Step2	210,931,722
Subtract“C” Note: number must be same as shown in Step 3	210,931,722
Total[“A” x 0.15] – “C”	Nil Note: this is the remaining placement capacity under rule 7.1

• See chapter 19 for defined terms.

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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”

1,406,211,481 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 140,621,148

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of +equity securities 139,068,278 issued or agreed to be issued in that 12 month period under rule 7.1A 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 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 “E” 139,068,278

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	140,621,148
Subtract“E” Note: number must be same as shown in Step 3	139,068,278
Total[“A” x 0.10] – “E”	1,552,870 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Top 20 Holdings as at 06-09-2017

Geopacific Resources Limited

ABN: 57003208393

Security classes selected for this report:

Fully Paid Ordinary Shares

Holder Name	06-09-2017	%
NDOVU CAPITAL IV B V	514,039,174	29.270%
MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	402,335,620	22.909%
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED	154,531,548	8.799%
PACIFIC ROAD CAPITAL MANAGEMENT G.P. LIMITED	62,108,319	3.536%
WASHINGTON H SOUL PATTINSON AND COMPANY	61,278,432	3.489%
J P MORGAN NOMINEES AUSTRALIA LIMITED	60,271,200	3.432%
PACIFIC ROAD HOLDINGS S.A.R.L.	39,613,071	2.256%
HOME IDEAS SHOW PTY LTD	29,581,427	1.684%
ORION MINE FINANCE FUND II LP	29,069,768	1.655%
HOME IDEAS SHOW PTY LTD	28,294,574	1.611%
MR CRAIG GRAEME CHAPMAN <NAMPAC DISCRETIONARY	14,832,962	0.845%
A/C>
PACIFIC ROAD CAPITAL A PTY LTD	12,603,256	0.718%
PACIFIC ROAD CAPITAL B PTY LTD	12,603,256	0.718%
GWYNVILL TRADING PTY LTD	12,500,000	0.712%

Boardroom Pty Limited - ABN: 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Top 20 Holdings as at 06-09-2017

Geopacific Resources Limited

ABN: 57003208393

Security classes selected for this report:

Fully Paid Ordinary Shares

Holder Name	06-09-2017	%
MR DANIEL MCDONAGH	10,000,000	0.569%
BRAZIL FARMING PTY LTD	8,000,000	0.456%
CITICORP NOMINEES PTY LIMITED	7,813,242	0.445%
LAGUNA BAY CAPITAL PTY LTD <LAGUNA BAY CAP TRADING	7,500,000	0.427%
A/C>
ZERO NOMINEES PTY LTD	7,451,219	0.424%
MR ANTHONY WILLIAM OLDING & MRS CAROLINE ANNE	7,159,218	0.408%
OLDING
Total Securities of Top 20 Holdings	1,481,586,286	84.363%
Total of Securities	1,756,211,481

Boardroom Pty Limited - ABN: 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au

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Analysis of Holdings as at 06-09-2017

Geopacific Resources Limited

Securities:

Fully Paid Ordinary Shares

Holdings Ranges	Holders	Total Units	%
1-1,000	30	5,545	0.000
1,001-5,000	22	65,414	0.004
5,001-10,000	35	313,154	0.018
10,001-100,000	487	21,228,307	1.209
100,001-99,999,999,999	359	1,734,599,061	98.769
Totals	933	1,756,211,481	100.000

Registry Management Services: Boardroom Pty Limited - 14003209836 - www.boardroomlimited.com.au - enquiries@boardroomlimited.com.au