GEOPACIFIC RESOURCES LTD — Major Shareholding Notification 2021

Feb 17, 2021

Form 604 Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder	Form 604 Corporations Act 2001 Section 671B Notice of change of interests of substantial holder
ToCompany Name/Scheme Geopacific Resources Limited (Geopacific) ACN/ARSN 003 208 393 1. Details of substantial holder (1) Name Tembo Capital Mining Fund LP (Tembo) and Ndovu Capital IV B.V. (Ndovu) ACN/ARSN (if applicable) N/A There was a change in the interests of the substantial holder on 12/02/2021 The previous notice was given to the company on 21/12/2020 The previous notice was dated 21/12/2020 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:			Geopacific Resources Limited (Geopacific)
			003 208 393
			Tembo Capital Mining Fund LP (Tembo) and Ndovu Capital IV B.V. (Ndovu)
			N/A
Class of securities (4) Previous notice Present notice Person’s votes Votingpower(5) Person’s votes Votingpower(5) Ordinary shares 32,086,031 14.7% (based on 218,807,363 ordinary shares on issue) 64,086,031 12.6% (based on 508,379,225 ordinary shares on issue) 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 or scheme 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 12/02/2021 Ndovu Ndovu acquired Tranche 2 shares pursuant to the Placement announced on 13/12/2020. A$13,440,000 32,000,000 ordinary shares Dilution of voting interest 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 Ndovu Ndovu Ndovu Relevant interest under section 608(1) of the Corporations Act as registered holder of the shares. 64,086,031 ordinary shares 64,086,031 Tembo Ndovu Ndovu Relevant interest under section 608(3)(b) of the Corporations Act, being a relevant interest held through a body corporate (Ndovu) that it controls. 64,086,031 ordinary shares 64,086,031
	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
	Ndovu	Ndovu			Ndovu	Relevant interest under section 608(1) of the Corporations Act as registered holder of the shares.	64,086,031 ordinary shares
	Tembo	Ndovu			Ndovu	Relevant interest under section 608(3)(b) of the Corporations Act, being a relevant interest held through a body corporate (Ndovu) that it controls.	64,086,031 ordinary shares	64,086,031

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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:

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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
Ndovu Hoogoorddreef 15, 1105 BA Amsterdam, The Netherlands
Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK
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Ndovu Hoogoorddreef 15, 1105 BA Amsterdam, The Netherlands Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK	Ndovu Hoogoorddreef 15, 1105 BA Amsterdam, The Netherlands Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK
Signature
	print name IQEQ Management (Netherlands) B.V. capacity Director of Ndovu
	sign here date 17/02/2021
	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 on 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 identity 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.

Ndovu Hoogoorddreef 15, 1105 BA Amsterdam, The Netherlands Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK	Ndovu Hoogoorddreef 15, 1105 BA Amsterdam, The Netherlands Tembo Cambridge House, Le Truchot, St Peter Port, Guernsey, GY1 4BF, UK
Signature
	print name IQEQ Management (Netherlands) B.V. capacity Director of Ndovu
	sign here date 17/02/2021
	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 on 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 identity 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.

44735676