GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2009

Jul 30, 2009

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

31[st] July 2009

Company Announcements Platform ASX Ltd

SHARE ISSUE

The directors are pleased to announce the following share issues :

• 6,104,868 ordinary shares at 4 cents per share on completion of the Share Purchase Plan raising $244,194.70.

• 80,535 ordinary shares at 4 cents per share to Spencer Hamilton Pty Ltd in payment for corporate advisory services.

An application for listing (Appendix 3B) is attached for the 6,185,403 shares which have been issued.

Secondary Trading Exemption

The Corporations Act 2001 ( “ the Act” ) restricts the on-sale of securities without disclosure, unless the sale is exempt under Section 708 or 708A of the Act. By the Company giving this notice, a sale of the shares noted above will fall within the exemption in Section 708A (5) of the Act.

The Company hereby notifies ASX under Paragraph 708A(5)(e) of the Act, that:

• a) the Company will issue the shares without disclosure to investors under part 6D.2 of the Act.

• b) as at the date of the offer, the Company has complied with the provisions of Chapter 2M of the Act as they apply to the Company, and Section 674 of the Act; and

• c) as at the date of the Offer there is no information

• i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

• ii) that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of

  • A) the assets and liabilities, financial position and performance, profits and losses and prospects of the company; or

  • B) the rights and liabilities attaching to the shares.

Yours faithfully Geopacific Resources NL

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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 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	A) Shares issued pursuant to share purchase plan B) Shares issued pursuant to an agreement for the provision of corporate advisory services
	A) 6,104,868 B) 80,535
	Shares issued at 4 cents per share.

• 4 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities?

Yes

• 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

• 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)

$0.04

A) Working capital B) Payment of corporate advisory fees.

30 July 2009 Number +Class 62,974,835 Ordinary Number +Class Options expiry exercise price 500,000 08.05.11 20 cents 500,000 08.05.12 25 cents 500,000 08.05.13 30 cents 3,000,000 01.08.13 10 cents 200,000 01.11.09 50 cents 200,000 01.11.09 70 cents 4,000,000 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 1,000,000 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

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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 +quotation is sought 39 Class of +securities for which quotation is sought	N/A

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)

Number +Class

• 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 5

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: ..31-7-2009 (Company secretary)

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

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