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GEOPACIFIC RESOURCES LTD Share Issue/Capital Change 2008

Jun 10, 2008

65008_rns_2008-06-10_2f3da6cd-0d55-42f0-9bd2-3b17bc37c0ad.pdf

Share Issue/Capital Change

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Geopacific Resources NL

ACN No. 003 208 393

556 Crown Street Surry Hills NSW 2010 Tel: +61 2 9699 7311 Fax: +61 2 9699 7322

6[th] June 2008

Company Announcements Platform ASX Ltd

ISSUE OF SHARES ON COMPLETION OF THE ACQUISITION OF MILENNIUM MINING (FIJI) LTD

We advise that the acquisition of Milennium Mining (Fiji) Ltd has now been completed and the shares and options comprising the consideration have now been issued.

While the securities are subject to a six month voluntary escrow period this does not preclude them being quoted and accordingly an application for listing (Appendix 3B) is attached.

Yours faithfully Geopacific Resources NL

==> picture [160 x 47] intentionally omitted <==

Grahame Clegg Company Secretary

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Geopacific Resources NL

ABN

ACN 003 208 393

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
Shares released from escrow
(a) 4,000,000 ordinary shares
(b) 4,000,000 50c options with an expiry
date of five years after the defining on
Faddy’s Gold Deposit of a JORC compliant
ore reserve of over 200,000 ounces of
contained gold
(c) 1,000,000 $1 options withan expiry
date of ten years after the defining on
Faddy’s Gold Deposit of a JORC compliant
ore reserve of over 1,000,000 ounces of
contained gold

3 Principal terms of the[+] securities (eg, if options, exercise price and Pursuant to the Agreement for Sale and expiry date; if partly paid Purchase of Shares dated 26 October 2007 +securities, the amount outstanding between Exploration Drilling Services (Fiji) and due dates for payment; if +convertible securities, the Limited (a Fijian company), Shelljet Pty Limited ACN 055 036 265, David William conversion price and dates for Price and Geopacific Resources NL ACN 003 conversion) 208 393

  • 4 Do the[+] securities rank equally in all respects from the date of allotment Shares, when released from escrow, will rank +with an existing securities?[+] class of quoted equally in all respects from the date of expiry of the escrow period.

  • If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5
Issue price or consideration
6
Purpose of the issue
(If issued as consideration for the
acquisition of assets, clearly identify
those assets)
7
Dates of entering+securities into
uncertificated holdings or despatch
of certificates
Pursuant to the Agreement for Sale and
Purchase of Shares dated 26 October 2007
between Exploration Drilling Services (Fiji)
Limited (a Fijian company), Shelljet Pty
Limited ACN 055 036 265, David William
Price and Geopacific Resources NL ACN 003
208 393
Acquisition of Milennium Mining (Fiji)
Limited
6 June 2008
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

8
Number
and
+class
of
all
+securities
quoted
on
ASX
(_including_the securities in clause
2 if applicable)
9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause
2 if applicable)
Number +Class
43,135,782 Ordinary
Number +Class
500,000
500,000
500,000
200,000
200,000
4,000,000
1,000,000
Options
expiry exercise price
08.05.11 20 cents
08.05.12 25 cents
08.05.13 30 cents
01.11.09 50 cents
01.11.09 70 cents
expiry date of five
years
after
the
defining on Faddy’s
Gold Deposit of a
JORC compliant ore
reserve
of
over
200,000
ounces
of
contained
gold
exercise
price
50
cents
expiry date of ten
years
after
the
defining on Faddy’s
Gold Deposit of a
JORC compliant ore
reserve
of
over
1,000,000 ounces of
contained gold
exercise price $1.00

10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval Questions 11 to 33 are not applicable required?

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities

  • ( tick one )

  • (a) � Securities described in Part 1

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

  • 38 Number of securities for which N/A +quotation is sought

  • 39 Class of +securities for which quotation is sought

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

  • 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

  • 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

42
Number and+class of all+securities
quoted on ASX (_including_the
securities in clause 38)
Number +Class

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: .... ...... Date: ..6-6-2008 (Company secretary)

Print name: ...Grahame Clegg......................................................

== == == == ==

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 7