GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2019

Jun 25, 2019

ASX: GPR 26 June 2019

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Geopacific secures 100% direct ownership of Woodlark

Geopacific Resources Limited ( Geopacific ) has received approval to acquire from Kula Gold Ltd ( Kula ) all of Kula’s rights and interests in the Woodlark Gold Project ( Woodlark ), consolidating Geopacific’s 100% direct ownership of the gold project.

On 25 June 2019, shareholder approval was obtained from both Geopacific and Kula shareholders.

Highlights

• Geopacific secures 100% direct ownership of Woodlark

• Simplified ownership structure and significant corporate cost reduction

• Excellent timing with gold price well over the DFS pricing assumption

Managing Director, Ron Heeks said

“Moving to 100% ownership of the 1.6moz[1] Woodlark Gold Project is a major milestone for the Company.

Full ownership simplifies project financing discussions and further enhances the Company’s attractiveness and general market appeal. Additional benefits of the simplified cost structure also includes a substantial reduction in corporate costs.

The timing of the transaction coincides with the near completion of project finance due diligence and also a strengthening gold price that is well above the DFS pricing assumption of A$1,650/oz.

Progression in these work streams along side the increasing gold price is a positive step in taking advantage of the increasing margin.”

As announced on 8 March 2019, Geopacific will secure 100% ownership of Woodlark in return for issuing 150M Geopacific shares ( Consideration Shares ), and paying an estimated A$0.74M cash to Kula concurrent with cancelling all of its existing 85% shareholding in Kula.

Kula will immediately apply the cash to repay its then-estimated A$0.72M loan from Geopacific. Kula intends to ultimately distribute the Consideration Shares pro-rata to its shareholders once Geopacific’s Kula shares are cancelled ( In Specie Distribution ).

Geopacific intends to issue the Consideration Shares to Kula under a transaction specific prospectus to be lodged with ASIC on or about 28 June 2019. When combined with the previously disclosed ASX waiver obtained from Listing Rule 10.7, this will ensure that none of the Consideration Shares will be restricted from trading on the ASX once issued.

The joint venture agreement between Kula and Geopacific will be extinguished. Kula will cease to be a subsidiary of Geopacific and pursue new opportunities. On completion of the transaction Messrs Clyne, Heeks and Smith will retire from the Kula board.

Indicative timetable

The indicative timetable for the remaining events towards completion of the transaction is set out below:

Event	Date
Buy-back and cancellation of Kula Shares held by Geopacific	Thursday, 27 June 2019
Completion of the transaction	Tuesday 2 July 2019
Issue of Consideration Shares	Tuesday, 2 July 2019
In-specie distribution of Consideration Shares	Tuesday, 9 July 2019
Expected date of commencement of trading of Consideration Shares on ASX	Wednesday, 10 July 2019

1 Refer to appendices for Woodlark Global Resources and Reserves.

Geopacific Resources Limited

www.geopacific.com.au

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Contact

For further information on this update or the Company generally, please visit www.geopacific.com.au or contact Mr. Ron Heeks, Managing Director.

Company details	Board	Projects
Geopacific Resources Limited	Ian ClyneChairman	PAPUA NEW GUINEAWoodlark Gold
ACN 003 208 393	Ron HeeksManaging Director	CAMBODIAKou Sa Copper
ASX Code: GPR	Colin GilliganNon-Executive Director	FIJINabila Gold, Sabeto Gold-Copper,
T +61 8 6143 1820	Matthew SmithCompany Secretary	Vuda Gold-Copper
HEAD OFFICE
Level 1, 278 Stirling Highway, Claremont WA 6010.	info@geopacific.com.au
PO Box 439, Claremont WA 6910.	http://www.geopacific.com.au

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APPENDICES

Woodlark Global Resources

The Woodlark Resource is 47Mt @ 1.04g/t Au for 1.57Moz of gold[2] including 222,000oz of gold in the Inferred category (Table 1).

Table 1: Woodlark Global Mineral Resource Estimate – March 2018

Category	Tonnes	Grade	Ounces
(>0.4g/t lower cut)	(Mt)	(g/t Au)	(Koz)
Measured	21.24	1.10	754
Indicated	18.94	0.98	597
Inferred	6.80	1.00	222
Total	47.00	1.04	1,573

Woodlark Ore Reserves

An updated Ore Reserve estimate was released in November 2018 and was completed by independent consultants, Mining Plus. The updated Ore Reserve estimate of 28.9Mt @ 1.12g/t Au for 1,037,600oz[3] of gold is detailed in Table 2.

Table 2: Woodlark Ore Reserve Estimate – November 2018

Total by deposit	Category (>0.4g/t lower cut)	Tonnes (Mt)	Grade (g/t Au)	Ounces (oz)
Busai	Proven	9.3	1.03	307,300
	Probable	4.3	0.87	120,900
Kulumadau	Proven	7.4	1.37	324,700
	Probable	5.2	1.17	196,900
Woodlark King	Proven	1.9	1.06	65,000
	Probable	0.8	0.84	22,800
Total Ore Reserve	Proven	18.6	1.17	697,000
	Probable	10.4	1.02	340,600
	Total	28.9	1.12	1,037,600

2 Refer to March 2018 Pre-feasibility Study – ‘Robust Woodlark Gold project PFS Supports Development.’

3 Refer to ‘Woodlark Ore Reserve Update’ announced on 7 November 2018.

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