GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2017

Aug 22, 2017

Form 603 Corporations Act 2001

Section 671B

Notice of initial substantial holder

To Company Name/Scheme	Geopacific Resources Limited
ACN/ARSN	ACN 003 208 393
1. Details of substantial holder (1)
Name	Pacific Road Capital Management Pty Ltd (ACN 117 934 586)
	Pacific Road Capital A Pty Ltd (ACN 123 091 976)
	Pacific Road Capital B Pty Ltd (ACN 123 091 930)
	Pacific Road Capital Management G.P. Limited
	Pacific Road Holdings S.A.R.L
ACN/ARSN (if applicable)	See above
The holder became a substantial holder on	9 August 2017

2. Details of 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 on the date the substantial holder

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
Ordinary Shares	126,929,085	126,929,085	9.0%

$3.$ Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
Pacific Road Capital Management Pty Ltd	Ordinary Shares	1,181 ordinary shares
Pacific Road Capital A Pty Ltd	Ordinary Shares	12,603,256 ordinary shares
Pacific Road Capital B Pty Ltd	Ordinary Shares	12,603,256 ordinary shares
Pacific Road Capital Management G.P. Limited	Ordinary Shares	62,108,319 ordinary shares
Pacific Road Holdings S.A.R.L	Ordinary Shares	39,613,071 ordinary shares

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant	Registered holder of	Person entitled to be	lClass and number
linterest	Securities	registered as holder (8)	lof securities

Pacific Road Capital Management Pacific Road Capital Management Pacific Road Capital Management Pty Ltd	Pty Ltd	Pty Ltd	1,181 ordinary shares
Pacific Road Capital A Pty Ltd	Pacific Road Capital A Pty Ltd	Pacific Road Capital A Pty Ltd	12,603,256 ordinary shares
Pacific Road Capital B Pty Ltd	Pacific Road Capital B Pty Ltd	Pacific Road Capital B Pty Ltd	12,603,256 ordinary shares
G.P. Limited	Pacific Road Capital Management Pacific Road Capital Management Pacific Road Capital Management G.P. Limited	G.P. Limited	62,108,320 ordinary shares
Pacific Road Holdings S.A.R.L	Pacific Road Holdings S.A.R.L	Pacific Road Holdings S.A.R.L	39,613,072 ordinary shares

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial
holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration (9)		Class and number of securities
		Cash	Non-cash
Pacific Road Capital Management Pty Ltd	9 August 2017	n/a	Acceptance of the takeover offer pursuant to Geopacific Resources Limited's bidders statement dated 1 May 2017 and any replacements or supplements to it.	1,181 ordinary shares
Pacific Road Capital A Pty Ltd	9 August 2017			12,603,256 ordinary shares
Pacific Road Capital B Pty Ltd	9 August 2017			12,603,256 ordinary shares
Pacific Road Capital Management G.P. Limited	9 August 2017			62,108,320 ordinary shares
Pacific Road Holdings S.A.R.L	9 August 2017			39,613,072 ordinary shares

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN/ARSN (if applicable)	Nature of association
Pacific Road Capital Management Pty Ltd Pacific Road Capital A Pty Ltd Pacific Road Capital B Pty Ltd Pacific Road Capital Management G.P. Limited Pacific Road Holdings S.A.R.L	Associates of each other by virtue of s12(2) of the Corporations Act.

7. Addresses

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

Address
Level 2, 88 George Street, Sydney NSW 2000
Level 2, 88 George Street, Sydney NSW 2000
Level 2, 88 George Street, Sydney NSW 2000
190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, KY1-9007
20 Rue de la Poste, L-2346, Luxembourg

Signature

print name	Greg Dick	capacity	Secretary Pacific Road Capital Management Pty Ltd
sign here		date	23/8/2017

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 7 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 total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.
• $(6)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• $(7)$ Include details of:

• any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any $(a)$ 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.

• 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." $(8)$
• Details of the consideration must include any and all benefits, moneys 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 $(9)$ 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.