GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2017

Aug 29, 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) 003 208 393 There was a change in the interests of the substantial holder on 29 / 08 / 17 The previous notice was given to the company on 29 / 08 / 17 The previous notice was dated 29 / 08 / 17

2. Previous and present voting power

Class of securities (4)	Previous notice	Previous notice	Present notice	Present notice
	Person’s votes	Voting power (5)	Person’s votes	Voting power (5)
Fully paid ordinary shares	281,955,610	75.06%	282,048,110	75.08%

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 ofchange	Person whoserelevant interestchanged	Nature of change (6)	Consideration given in relationto change (7)	Class andnumber ofsecuritiesaffected	Person’s votesaffected
29 / 08 / 17	GeopacificResourcesLimited	Acquisition of relevantinterests in ordinary sharesin Kula as a result ofacceptances of the takeoveroffers made pursuant toGeopacific’s bidder’sstatement dated 1 May 2017and any replacements orsupplements to it(Offer).	1 fully paid ordinary share inGeopacific for every 1.1 fullypaid ordinary share in Kula,subject to the terms andconditions of the Offer	92,500 fully paidordinary shares	92,500

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 isnot presently registered as the holderofthe shares.	282,048,110fully paidordinaryshares	282,048,110

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
	f 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

6. Addresses

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

Signature

Matthew Smith capacity Company Secretary print name

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sign here

date 30 / 08 / 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.