GEOPACIFIC RESOURCES LTD — M&A Activity 2017

Jul 26, 2017

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27 July 2017

GEOPACIFIC RESOURCES LIMITED ACN 003 208 393

ASX Code: GPR

info@geopacific.com.au 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

DIRECTORS

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

COMPANY SECRETARY

Matthew Smith

PROJECTS

CAMBODIA: Kou Sa Copper

Final Unconditional Takeover Offer

On 26 July 2017 Kula Gold Limited (Kula) released a letter from their major shareholder, Pacific Road (collectively including the holdings of Pacific Road Capital Management GP Limited, Pacific Road Holdings SARL, Pacific Road Capital A Limited, Pacific Road Capital B Limited), stating that they will accept an unconditional, increased offer.

Geopacific is pleased to announce an increased consideration under the Offer (Increased Offer):

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

2. the Increased Offer will be free from all Conditions ;

3. the Increased Offer will be best and final and will not be increased further ; and

4. Geopacific will issue a Second Supplementary Bidder’s Statement detailing the Increased Offer on Thursday, 27 July 2017.

Pacific Road is Kula’s largest shareholder, holding 37.2% of Kula . Geopacific’s voting power in Kula was 18.72% today.

Acceptance by Pacific Road will increase Geopacific’s ownership of Kula to 55.92%.

Kula shareholders whom now accept, or have accepted will receive the final Increased Offer. Geopacific will become Kula’s largest shareholder. Geopacific urges all remaining Kula shareholders to seriously consider and ACCEPT the Increased Offer as soon as possible.

FIJI:

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

PAPUA NEW GUINEA: Woodlark Island Gold

Details on how to accept the Increased Offer are included below.

Ron Heeks, Managing Director of Geopacific said

“Pacific Road’s acceptance of the takeover delivers Geopacific a controlling interest in Kula.

“We urge Kula’s remaining shareholders to follow Pacific Road’s lead and accept the Increased Offer”

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What does “free from all conditions” mean?

The Increased Offer will be “free from all conditions” or “unconditional”, which means that the 90% minimum acceptance and all other conditions will no longer apply.

Anyone who has already accepted the original offer or accepts the Increased Offer will be entitled to receive their shares in Geopacific (based on the Increased Offer terms), once the Second Supplementary Bidder’s Statement is released. Geopacific intends to lodge the Second Supplementary Bidder’s Statement by Thursday, 27 July 2017.

Geopacific will receive shares in Kula as part of the process to become Kula’s largest shareholder.

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. This form will have the ratio for the initial lower offer – you will receive the new Increased Offer .

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.

If you have not received your acceptance form and would like to receive a new copy, please contact Matthew Smith, Geopacific’s Company Secretary: phone: (08) 6143 1823 email: msmith@geopacific.com.au

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).

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: info@geopacific.com.au

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