GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2017

Sep 21, 2017

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme Kula Gold Limited ( Kula ) ACN/ARSN 126 741 259

1. Details of substantial holder(1)

Name Geopacific Resources Limited ( Geopacific ) ACN/ARSN (if applicable) 003 208 393c There was a change in the interests of the substantial holder on 21 / 09 / 17 The previous notice was given to the company on 21 / 09 / 17 The previous notice was dated 21 / 09 / 17

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:

	Previous notice		Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary shares	296,465,031	78.92%	296,872,955	79.03%

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	Person whose	Nature of change (6)	Consideration given in relation	Class and	Person’s votes
change	relevant interest		to change (7)	number of	affected
	changed			securities
				affected
		Acquisition of relevant
		interests in ordinary shares
		in Kula as a result of	1 fully paid ordinary share in
	Geopacific	acceptances of the takeover	Geopacific for every 1.1 fully	407,924 fully
21/ 09 / 17	Resources	offers made pursuant to	paid ordinary share in Kula,	paid ordinary	407,924
	Limited	Geopacific’s bidder’s	subject to the terms and	shares
		statement dated 1 May 2017	conditions of the Offer
		and any replacements or
		supplements to it(Offer).

4. Present relevant interests

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

Holder ofrelevantinterest	Registeredholder ofsecurities	Person entitled to beregistered as holder (8)	Nature of relevant interest (6)	Class andnumber ofsecurities	Person’s votes
GeopacificResourcesLimited	Kulashareholdersto whom theOffer wasmade and whohave acceptedthe Offer	Geopacific ResourcesLimited	Relevant Interest was ss608(1) and/or608(8) of the Corporations Actpursuant to the acceptances of theOffer. The shares which are the subjectof the acceptances have not yet beentransferred into the Geopacific name.The power of Geopacific ResourcesLimited to vote or dispose of the sharesthat are the subject of the acceptancesof the Offer is qualified as Geopacific is	296,872,955fully paidordinaryshares	296,872,955
			not presently registered as the holderofthe shares.

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:

Name andACN/ARSN(ifapplicable)	Nature ofassociation
N/A	N/A

6. Addresses

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

Name	Address
Geopacific Resources Limited	Level 1, 278 Stirling Highway, Nedlands, Western Australia
Kula Gold Limited	2/20 Howard Street, Perth, Western Australia

Signature

Matthew Smith capacity Company Secretary print name

==> picture [108 x 25] intentionally omitted <==

sign here

date 22 / 09 / 17

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 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:

  • (a) any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, 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

  • (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 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.

• (8) If the substantial holder is unable to determine the identify 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.