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GEOPACIFIC RESOURCES LTD Major Shareholding Notification 2017

Aug 1, 2017

65008_rns_2017-08-01_a6eb7b51-e92f-4974-92b4-ad10c012f268.pdf

Major Shareholding Notification

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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 01 / 08 / 17 The previous notice was given to the company on 01 / 08 / 17 The previous notice was dated 01 / 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 211,194,231 56.22% 211,244,231 56.23%

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
01/ 08/ 17 Geopacific
Resources
Limited
Acquisition of relevant
interests in ordinary shares
in Kula as a result of
acceptances of the takeover
offers made pursuant to
Geopacific’s bidder’s
statement dated 1 May 2017
and any replacements or
supplements to it(Offer).
1 fully paid ordinary share in
Geopacific for every 1.1 fully
paid ordinary share in Kula,
subject to the terms and
conditions of the Offer
50,000 fully paid
ordinary shares
50,000

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
Geopacific
Resources
Limited
Kula
shareholders
to whom the
Offer was
made and who
have accepted
the Offer
Geopacific Resources
Limited
Relevant Interest was ss608(1) and/or
608(8) of the Corporations Act
pursuant to the acceptances of the
Offer. The shares which are the subject
of the acceptances have not yet been
transferred into the Geopacific name.
The power of Geopacific Resources
Limited to vote or dispose of the shares
that are the subject of the acceptances
of the Offer is qualified as Geopacific is
not presently registered as the holder
ofthe shares.
211,244,231
fully paid
ordinary
shares
211,244,231

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

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

sign here

date 02 / 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.