GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2015

Jul 21, 2015

Form 604 Corporations Act 2001

Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Geopacific Resources Limited (Geopacific) 003 208 393
ACN/ARSN
1. Details of substantial holder (1)
Name		Tembo Capital Cooperatief UA (Tembo) and Ndovu Capital IV B.V. (Ndovu)
ACN/ARSN (if applicable)	N/A
There was a change in the interests of the
substantial holder on		21/07/2015
The previous notice was given to the company on		10/07/2015
The previous notice was dated		10/07/2015

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:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	96,092,526	l17.9% (based on 537,042,427 ordinary shares [141,850,872] (on issue)		$121.0\%$ * (based on 1674.707.442 lordinary shares on lissue) $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$

* The increase in voting power is as a result of Ndovu's subscription for its entitlement under the institutional component of Geopacific's underwritten 10 for 21 accelerated non-renounceable entitlement offer announced on 10 July 2015 (Offer). Pursuant to the terms of a subunderwriting agreement, Ndovu has also agreed to sub-underwrite the Offer. For further information on the Offer, the potential control effect of the Offer and the sub-underwriting arrangement, see Geopacific's prospectus dated 9 July 2015.

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 or scheme 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
21/07/2015	Ndovu	Subscription for shares pursuant to Ithe institutional component of the Offer.	A\$2.516.709	45,758,346 ordinary 45,758,346 Ishares

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
Mdovu	Ndovu	Ndovu	Relevant interest under section 608(1) of the Corporations Act as registered holder of the lshares.	141,850,872 lordinary shares	141.850.872
Tembo	iNdovu	Mdovu	Relevant interest under lsection 608(3)(b) of the Corporations Act, being a relevant interest held lthrough a body corporate (Ndovu) that it controls.	141 850,872 lordinary shares	141.850.872

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:

_____ (if ∵∩No∠ ano Name д applicable ® September 2004 _____ _________	_ -------------------------------------- issociation _______
IN/A _________	N/A --------------------------------------- _________

6. Addresses

The addresses of persons named in this form are as follows:

_____ Name ______	______ ______ . --------------------------------------
INdovu l embo and ______ ______	1105 BA Amsterdam, iorddreef 15. The Netherlands

Signature

• $(1)$ 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 essentially 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 copy $(a)$ 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
• $(b)$ 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 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 entitled 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 on 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.
• $(8)$ If the substantial holder is unable to determine the identity 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.