GEOPACIFIC RESOURCES LTD — Proxy Solicitation & Information Statement 2008

Aug 25, 2008

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25 August 2008

Dear Geopacific Resources NL Shareholder

Addition to Notice of Extraordinary General Meeting

Please find attached a replacement proxy form to allow shareholders to vote on changes to Geopacific’s auditor.

The replacement proxy form must be completed and returned for your votes to be counted on all three resolutions.

The following Special Resolution will be considered at the Extraordinary General Meeting of Geopacific Resources NL (GPR), which will be held at the Company’s registered office, 556 Crown Street, Surry Hills, Sydney at 11.00am on Thursday 18[th] September.

Special Resolution - Appointment of Auditor

To consider and, if thought fit, to pass the following special resolution:

“That KS Black & Co replace BDO Kendalls as auditors of the Company.”

Explanatory Statement

To conserve scarce funds, Directors have reviewed auditing costs and selected a firm of appropriate expertise, but who can provide services at a lower cost.

If you are unable to attend the meeting, please return a completed proxy form to Registries Limited by mail or facsimile:

Registries Limited

Facsimile : 02 9279 0664 Mail : PO Box R67, Royal Exchange, NSW 1223

Yours sincerely,

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Dr Ian Pringle Managing Director Geopacific Resources NL

Geopacific Resources NL ACN 003 208 393

info@geopacific.com.au www.geopacific.com.au

Australia – Sydney 556 Crown St (PO Box 477) Surry Hills NSW 2010 AUSTRALIA

T +61 2 9699 7311 F +61 2 9699 7322

Fiji – Nadi PO Box 9975 Nadi Airport Nadi FIJI

T +679 6 720 166 F +679 6 720 206

Geopacific Resources NL Special Resolution - EGM

page - 1 - 25/08/2008

All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesltd.com.au registries@registriesltd.com.au

GEOPACIFIC RESOURCES NL ABN 57 003 208 393 Extraordinary General Meeting Proxy Form

PROXY FORM

�[Mark this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see reverse)]

«NameAddress_1» «NameAddress_2» «NameAddress_3» «NameAddress_4» «NameAddress_5» «NameAddress_6»

REPLACEMENT FORM

• • « » Holder_Id «Holder_Id»

Appointment of Proxy

If appointing a proxy to attend the Extraordinary General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of Geopacific Resources NL pursuant to my/our right to appoint not more than two proxies, appoint

�

The Chairman of the Meeting OR (mark with an “X”)

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

or failing him/her

Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting to be held at 556 Crown Street, Surry Hills NSW on Thursday 18 September 2008 at 11.00 am and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will � be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – please mark ⌧ to indicate your directions

RESOLUTION	For	Against	Abstain
			*****
1. Issue of shares and options to Ian Simpson	�	�	�
2. Ratification of Issue of 1,000,000 shares and 500,000options to Exploration Drilling Services (Fiji) Ltd	�	�	�
3. That KS Black & Co replace BDO Kendalls as auditors ofthe Company	�	�	�

• If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1Sole Director & Sole Company SecretaryDated this	Joint Shareholder 2Director / Company Secretaryday of	Joint Shareholder 3
		Director2008

Contact Name

Contact Business Telephone / Mobile

Extraordinary General Meeting Proxy Form

Geopacific Resources NL ABN 57 003 208 393

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of Geopacific Resources NL. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your securities using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Extraordinary General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Extraordinary General Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Extraordinary General Meeting.

3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment do not specify this proportion, each proxy may exercise half of the votes.

• A proxy need not be a shareholder of the Company.

1. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

2. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

3. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the Extraordinary General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

4. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual:

Joint Holding:

Where the holding is in one name, the holder must sign.

Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies:

Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 11am on Tuesday, 16 September 2008 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries

Registries Limited Level 7

207 Kent Street Sydney NSW 2000

Postal address:

Registries Limited PO Box R67

Royal Exchange NSW 1223

Fax number:

(02) 9279 0664