GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2014

Jan 21, 2014

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1300 135 638

Company: ASX Announcements

FORM 604

Company Announcements

Resource Capital Funds Management Pty Ltd ABN: 25 098 091 715

Level 3 24 Kings Park Road West Perth WA 6005

Postal Address: PO Box 524 West Perth WA 6872

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Telephone: (08) 9485 2770 Facsimile: (08) 9485 2779 perth@rcflp.com e-mail: www.resourcecapitalfunds.com

FOR REVIEW I PLEASE REPLY I PLEASE COMMENT I PLEASE RECYCLE

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

Resource Capital Fund VI L.P. lodges the attached Form 604 in relation to Geopacific Resources NL.

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Pages:

Date:

$\overline{\text{cc}}$ :

Ana Abreu

9315 5475

January 22, 2014

Company Secretary

Geopacific Resources NL

3

1. Jan. 2014 12:09

No. 0026 P. $2/3$

	604	page 1/2	15 July 2001
Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Company Name/Scheme Tο	GEOPACIFIC RESOURCES NL
ACN/ARSN	003 208 393
1. Detalls of substantial holder(1)
Name	RESOURCE CAPITAL FUND VI L.P. ('RCF VI")
ACN/ARSN (if applicable)	N/A
There was a change in the Interests of the substantial holder on	25/10/2013
The previous notice was given to the company ол	03/10/2013
The previous notice was dated	03/10/2013

2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

	Person's votes	Voting power (5)	Person's votes	Voting power (5)
ORDINARY FULLY PAID	10.699.765	9.13%	62.379.365	32.21%

3. Changes in relevant Interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
25/10/2013	RCF VI	PLACEMENT	\$2,583,980	ORDINARY FULLY PAID 51.679.600	51.679.600

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
RCF VI	RCF VI	RCF VI	OWNER	FULLY PAID ORDINARY SHARES 62.379,365	62.379.365

	22. Jan. 2014 12:09		No. 0026	P. $3/3$
		604	page 2/2	15 July 2001
	5. Changes in association The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:
	Nature of association Name and ACN/ARSN (if applicable)
	6. Addresses The addresses of persons named in this form are:
	Name Address
	RCF VI	1400 SIXTEENTH STREET, SUITE 200, DENVER CO 60202, USA
	Signature JAMES MCCLEMENTS print name		capacity AUTHORISED OFFICER
	sign here	date	22/01/2014
	DIRECTIONS
(1)	If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essenlially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
(2)	See the definition of "associate" in section 9 of the Corporations Act 2001.
(3)	See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
(4)	The voting shares of a company constitute one class unless divided into separate classes.
(5)	The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
(6)	Include details of:
	any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, (a) a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
	any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of (b) the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).
	See the definition of "relevant agreement" in section 9 of the Corporations Act 2001,
(7)	Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitied to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
(3)	If the substantial holder is unable to determine the [dentity of the person (eg. if the relevant interest arises because of an option) write "unknown".
(9)	Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

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