GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2016

Oct 19, 2016

No. 0794 $P. 1$

Resource Capital Funds Management Pty Ltd
Level 3, 24 Kings Park Road West Perth WA 6005 Australia

Telephone: +61 8 9476 1900 Facsimile: +61 8 9485 2779 e-mail: ref@reflp.com www.resourcecapitalfunds.com

To :	Company Announcements	From :	Miriam Sharp
Fax No:	1300 135 638	. Pages : I	з
Company :	ASX Announcements	Date :	October 20, 2016
Subject:	FORM 604	Copy :	John Lewis Company Secretary Geopacific Resources Ltd

NOTICE OF CHANGE OF INTERESTS OF SUBSTANTIAL HOLDER

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

Yours faithfully

Miriam Sharp

1. Oct. 2016 13:51

604 page 1/2 Р. $\sqrt{2}$

15 July 2001

No. 0794

Form $604$
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Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Company Name/Scheme To l	GEOPACIFIC RESOURCES NL
ACN/ARSN	003 208 393
1. Details of substantial holder(1)
Name ACN/ARSN (if applicable)	RESOURCE CAPITAL FUND VI L.P. ('RCF VI") N/A
There was a change in the interests of the substantial holder on	19/10/2016
The previous notice was given to the company on	23/08/2016
The previous notice was dated	23/08/2016

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 (6)	Person's votes	Voting power
ORDINARY FULLY PAID	324,908,172	37.24	366.255.220	31.86%

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
19/10/2016	RCF VI	Share Placement	A\$1,863,923.07	FULLY PAID ORDINARY SHARES 43,347,048	43,347,048

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	MERRILL LYNCH (AUSTRALIA) NOMINEES PTY LIMITED	RCF VI	OWNER	FULLY PAID ORDINARY SHARES 368.255.220	368.255.220

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15 July 2001

6. 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:

604

Name and ACN/ARSN (if applicable)	--- Nature of ' association
	.

1. Addresses

The addresses of persons named in this form are:

Name	Address
RCF VI	1400 SIXTEENTH STREET, SUITE 200, DENVER CO 80202, USA
MERRILL LYNCH (AUSTRALIA)	LEVEL 21, 120 COLLINS STREET, MELBOURNE VIC 3000,
NOMINEES PTY LIMITED	AUSTRALIA

Signature

print name	PETER NICHOLSON	capacity	AUTHORISED OFFICER
sign here	PB rholm .	date	$\sim$ 20/10/2016

DIRECTIONS

• If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the $(1)$ 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.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001. $(3)$
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• $(6)$ 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 selting 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, $(7)$ 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 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.
• 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". $(8)$
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice. $(9)$