GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2017

Jun 26, 2017

604 page 1/2 15 July 2001

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

ToCompany Name/Scheme	Kula Gold Limited(Kula)	Kula Gold Limited(Kula)	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			26 / 06 /17
The previous notice was given to the company
on			23 / 06 /17
The previous notice was dated			23 / 06 /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:
Class of securities (4)			Previous notice		Present notice
			Person’s votes Voting power (5)		Person’s votes	Voting power (5)
Fully paid ordinary shares			63,229,468 16.83%	69,260,718		18.44%
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		Class and number		Person’s
change relevant interest			relation to change (7)		of securities		votes affected
changed					affected
21 / 06 / 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 6 June 2017 (Offer). 1 fully paid ordinary share in Geopacific for every 1.4723 fully paid ordinary share in Kula, subject to the terms and conditions of the Offer.		6,031,250 fully paid ordinary shares		6,031,250
4. Present relevant interests
Particulars of each relevant interest of the			substantial holder in voting securities after the change are		as follows:
Holder of Registered holder			Person entitled Nature of relevant interest (6)		Class and		Person’s
relevant of securities			to be registered		number of		votes
interest			as holder (8)		securities
			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
Geopacific Kula shareholders to whom the Offer			Geopacific yet been transferred into the Geopacific name.		69,260,718 fully
Resources Limited was made and who have accepted the Offer			Resources Limited The power of Geopacific Resources Limited to vote or dispose of the shares that are the subject of the		paid ordinary shares		69,260,718
			acceptances of the Offer is qualified
			as the Offer has not been declared
			unconditional and Geopacific is not
			presently registered as the holder of
			the 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 and ACN/ARSN (if applicable) Nature of association 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, Claremont, 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 27 / 06 / 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.