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GEOPACIFIC RESOURCES LTD M&A Activity 2017

Aug 21, 2017

65008_rns_2017-08-21_409e0edc-fbf4-4597-9c27-4739bb010181.pdf

M&A Activity

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22 August 2017

GEOPACIFIC RESOURCES LIMITED ACN 003 208 393

ASX Code: GPR

[email protected] www.geopacific.com.au

AUSTRALIAN OFFICE

Level 1, 278 Stirling Highway Claremont, WA 6010. PO Box 439, Claremont, WA 6910. T +61 8 6143 1823

FIJI OFFICE

PO Box 9975 Nadi Airport Nadi T +679 6 72 7150 F +679 6 72 7152

Offer to be extended and director appointed to Kula

The board of Geopacific Resources Limited (Geopacific) is pleased to provide this update on the off-market takeover bid for Kula Gold Limited (Kula) (ASX:KGD). Geopacific’s voting power in Kula is currently at 74.75%. The Offer remains open and Geopacific seeks to reach 90%.

Kula Shareholders are encouraged to ACCEPT the Offer.

Geopacific Director appointed to Kula Board

Representative of the fact that Kula is now a subsidiary of Geopacific, Non-Executive Director, Mark Bojanjac, has been appointed to the Kula board. Geopacific intends to commence a strategic and financial review of Kula’s operations.

Offer to be extended and Supplementary Bidder’s Statement to be released

Geopacific intends to extend the Offer to 29 September 2017 and will release a third Supplementary Bidder’s Statement on 23 August 2017 to provide details on these changes and its intentions in relation to Kula.

Clarification on the Offer

DIRECTORS

Chairman: Milan Jerkovic Managing Director: Ron Heeks Executive Director: Philippa Leggat Non-Exec Director: Mark Bojanjac Non-Exec Director: Ian Clyne

It has come to Geopacific’s attention that certain Kula Shareholders believe that a higher offer may arise if they do not accept the current offer.

Geopacific will NOT increase the Offer.

COMPANY SECRETARY

Matthew Smith

PROJECTS

CAMBODIA: Kou Sa Copper

FIJI: Nabila Gold Rakiraki Gold Sabeto Gold-Copper Vuda Gold-Copper Cakaudrove Gold-Silver

PAPUA NEW GUINEA: Woodlark Island Gold

Geopacific declared the Increased Offer to be LAST and FINAL and it is now NOT PERMITTED to increase the Offer Consideration further. Any increase would be in contravention of ASIC’s “Truth in Takeovers” policy, as set out in ASIC Regulatory Guide 25.

Geopacific is entitled to keep the Offer open for up to 12 months and retains the right to do so, if necessary, to reach 90% acceptance.

Ron Heeks, Managing Director of Geopacific said

“Our technical team to continues to advance the Woodlark Gold Project effectively. Progress on the takeover is pleasing and remaining matters rest with our corporate team.

“We encourage Kula Shareholders to ACCEPT and join our story moving forward to benefit from opportunities offered by holding Geopacific’s stock.”

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The Offer

  1. Kula shareholders will receive 1 Geopacific Share for every 1.1 Kula shares ;

  2. the Offer is free from all Conditions ; and

  3. the Offer is BEST and FINAL and will not be increased further.

The Second Supplementary Bidder’s Statement outlining the terms of the Increased Offer was released on 27 July 2017.

How to accept the Increased Offer

You can accept the Increased Offer by completing the acceptance form that you have already received in the mail. All Kula shareholders will receive the new Increased Offer consideration, whether you have already accepted, accept using the old offer acceptance form or wait for the new offer acceptance form.

Would you like a copy of your ACCEPTANCE form? Please contact Matthew Smith, Geopacific’s Company Secretary, to receive a copy be mail or email: phone: (08) 6143 1823

email: [email protected]

If you have already accepted

You do not need to do anything if you have already accepted, you will automatically receive the Increased Offer.

Background

On 1 May 2017, Geopacific Resources Limited ACN 003 208 393 (Geopacific) made an off-market takeover bid to acquire all of the ordinary shares of Kula Gold Limited ACN 126 741 259 (Kula) and released the Replacement Bidder’s Statement detailing the Offer on 19 May 2017 (Bidder’s Statement) (Offer). The Second Supplementary Bidder’s Statement detailing the Offer was released on 27 July 2017.

Contact

For further information on this update or the Company generally, please visit our website at www.geopacific.com.au or contact:

Mr. Ron Heeks Ms. Philippa Leggat Managing Director Executive Director Corporate phone: (08) 6143 1823 email: [email protected]

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