GEOPACIFIC RESOURCES LTD — Capital/Financing Update 2020

Dec 13, 2020

Proposed issue of securities

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Announcement Summary

Entity name

GEOPACIFIC RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

Monday December 14, 2020

The Proposed issue is:

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An offer of securities under a securities purchase plan A placement or other type of issue

Total number of +securities proposed to be issued for an offer of securities under a securities purchase plan

Maximum Number of ASX +security code +Security description +securities to be issued GPR ORDINARY FULLY PAID 23,809,524

+Record date

Friday December 11, 2020

Offer closing date

Wednesday February 10, 2021

+Issue date

Friday February 19, 2021

Total number of +securities proposed to be issued for a placement or other type of issue

Maximum Number of ASX +security code +Security description +securities to be issued GPR ORDINARY FULLY PAID 333,333,331

Proposed +issue date

Monday December 21, 2020

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

1.1 Name of +Entity

GEOPACIFIC RESOURCES LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

1.2 Registered Number Type

ACN

Registration Number

003208393

1.3 ASX issuer code

GPR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

Monday December 14, 2020

1.6 The Proposed issue is:

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An offer of +securities under a +securities purchase plan A placement or other type of issue

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Part 4 - Details of proposed offer under securities purchase plan

Part 4A - Conditions

4A.1 - Are any of the following approvals required for the offer of +securities under the +securities purchase plan issue to be unconditional?

+Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity

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No

Part 4B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

GPR : ORDINARY FULLY PAID

Will the proposed issue of this +security include an offer of attaching +securities? No

Details of +securities proposed to be issued

ASX +security code and description

GPR : ORDINARY FULLY PAID

Maximum total number of those +securities that could be issued if all offers under the +securities purchase plan are accepted 23,809,524

Will the offer be conditional on applications for a minimum number of +securities being received or a minimum amount being raised (i.e. a minimum subscription condition)? No

Will the offer be conditional on applications for a maximum number of +securities being received or a maximum amount being raised (i.e. a maximum subscription condition)? No

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Will individual security holders be required to accept the offer for
a minimum number or value of +securities (i.e. a minimum
acceptance condition)?
Yes
Is the minimum acceptance unit based or dollar based?
Dollar based ($)
Please enter the minimum acceptance value
$ 1,000
Will individual security holders be limited to accepting the offer
for a maximum number or value of +securities (i.e. a maximum
acceptance condition)?
Yes
Is the maximum acceptance unit based or dollar based?
Dollar based ($)
Please enter the maximum acceptance value
$ 30,000
Describe all the applicable parcels available for this offer in number of securities or dollar valueParcel of $1,000, $2,500, $5,000, $7,500, $10,000, $15,000, $20,000, $25,000 or $30,000.
Offer price details
Has the offer price been determined?
Yes
In what currency will the offerWhat is the offer price per
be made?+security?
AUD - Australian DollarAUD 0.42000
Oversubscription & Scale back details
Will a scale back be applied if the offer is over-subscribed?
Yes
Describe the scale back arrangementsScale back at the absolute discretion of the directors.
Will these +securities rank equally in all respects from their issue date with the existing issued
+securities in that class?
Yes

Part 4C - Timetable

4C.1 Date of announcement of +security purchase plan

Monday December 14, 2020

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4C.2 +Record date

Friday December 11, 2020

4C.3 Date on which offer documents will be made available to investors

Monday January 11, 2021

4C.4 Offer open date

Monday January 11, 2021

4C.5 Offer closing date Wednesday February 10, 2021

4C.6 Announcement of results

Monday February 15, 2021

4C.7 +Issue date

Friday February 19, 2021

Part 4D - Listing Rule requirements

4D.1 Does the offer under the +securities purchase plan meet all of the requirements of listing rule 7.2 exception 5 or do you have a waiver from those requirements? Yes

Part 4E - Fees and expenses

4E.1 Will there be a lead manager or broker to the proposed offer? No

4E.2 Is the proposed offer to be underwritten?

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No

4E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

4E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer

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Part 4F - Further Information

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4F.01 The purpose(s) for which the entity intends to use the cash raised by the proposed issue

The funds raised under the share purchase plan will be principally applied to exploration and development works for the Company's Woodlark Gold Project and general working capital purposes.

4F.1 Will the entity be changing its dividend/distribution policy if the proposed offer is successful? No

4F.2 Countries in which the entity has +security holders who will not be eligible to accept the proposed offer TBA

4F.3 URL on the entity's website where investors can download information about the proposed offer

https://geopacific.com.au/asx-announcements/

4F.4 Any other information the entity wishes to provide about the proposed offer

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 - Are any of the following approvals required for the placement or other type of issue? +Security holder approval Court approval Lodgement of court order with +ASIC ACCC approval FIRB approval Another approval/condition external to the entity Yes

7A.1a Conditions

Approval/Condition Date for determination Is the date estimated or ** Approval actual? received/condition met? +Security holder approval Wednesday February 3, 2021 Estimated No

Comments

The second tranche for the balance of the shares to be issued under the placement will require shareholder approval under ASX Listing Rule 7.1 at an extraordinary general meeting of shareholders.

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description

GPR : ORDINARY FULLY PAID

Number of +securities proposed to be issued

333,333,331

Offer price details

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Are the +securities proposed to be issued being issued for a cash consideration? Yes

In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.42000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Part 7C - Timetable

7C.1 Proposed +issue date

Monday December 21, 2020

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? Yes

7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1 Wednesday February 3, 2021

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

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7E.1a Who is the lead manager/broker?

Petra Capital Pty Ltd and Sprott Capital Partners LP

7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? A placement and management fee to the Joint Lead Managers of 5% subject to certain exclusions. 7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

The funds raised under the placement will be principally applied to the development works for the Company's Woodlark Gold Project and general working capital purposes.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

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