GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2013

Sep 8, 2013

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Geopacific Resources NL

ABN

57 003 208 393

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).

$\mathbf 1$ ⁺Class of ⁺securities issued or to be issued

Fully paid ordinary shares

• Number of *securities issued or $\overline{2}$ to be issued (if known) or maximum number which may be issued
• Principal of the $\overline{\mathbf{3}}$ terms ⁺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)

Up to 60,000,000 fully paid ordinary shares

Shares to rank equally with existing listed ordinary shares.

⁺ See chapter 19 for defined terms.

4	Do the +securities rank equally in all respects from the date of allotment with existing an +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 the participate for next dividend, (in the case of a distribution) trust. OF interest payment the extent to which they do not rank equally, other than relation to the next in distribution dividend, or interest payment
5	Issue price or consideration	\$0.05 per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	To provide exploration funding particularly for the companies Kou Sa project and additional working capital.
6a	Is the entity an + eligible entity obtained that has security holder approval under rule 7.1A?	No
	If Yes, complete sections 6b - 6h in relation to the + securities the subject of this Appendix 3B, and comply with section 6i
6b	The date the security holder resolution under rule 7.1A was passed	N/a
6с	Number of + securities issued without security holder approval under rule 7.1	N/a
6d	Number of + securities issued with security holder approval under rule 7.1A	N/a

$\hat{\mathcal{A}}$

⁺ See chapter 19 for defined terms.

• 6e Number of ⁺securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• $6f$ Number of securities issued under an exception in rule 7.2
• 6g If securities issued under rule $N/a$ 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.
• $6_h$ If securities were issued under $\vert N/a \rangle$ rule non-cash $7.1A$ for consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining $\lceil$ 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering ⁺securities | 7 into uncertificated holdings or despatch of certificates
• 8 Number and ⁺class of all *securities quoted on ASX (including the securities in section 2 if applicable)

Number	+ Class
166,493,346	Ordinary fully paid shares

$N/a$

$N/a$

$N/a$

By no later than 15 October 2013

⁺ See chapter 19 for defined terms.

		Number	+ Class
9	Number +class of all and	750,000	Exercisable at \$0.30
	*securities not quoted on ASX		each expiring 30
	(including the securities in section 2 if applicable)		September 2014
		2,000,000	Exercisable at \$0.30
			each expiring 5 April
			2015
		800,000	Exercisable at \$2.50
			each expiring 5 years after the defining on
			Faddy's Gold
			Deposit JORC a.
			compliant ore
			reserve of over
			200,000 of contained
			gold
		200,000	Exercisable at \$5.00
			each expiring $10$
			after the years
			defining on Faddy's
			Gold Deposit a JORC compliant ore
			$\circ$ of reserve over
			of 1,000,000
			contained gold
			Convertible Notes
		20	with face value of
			\$5,000, a coupon of
			$12\%$ payable at
			maturity, for a term
			of 12 months after
			entering agreement.
			Convertible into ordinary shares at
			\$0.045 per share or
		\$0.05 per share if the
		Notes are converted
			after the finalisation
			of the Placement
			with Agreement RCF.
10	Dividend policy (in the case of a	N/a
	trust, distribution policy) on the
	increased capital (interests)

⁺ See chapter 19 for defined terms.

$\frac{1}{2}$

$\frac{1}{2}$ and $\frac{1}{2}$ are $\frac{1}{2}$ and $\frac{1}{2}$

$\frac{1}{2}$

$\frac{1}{2}$

$\frac{1}{\sqrt{2}}$

Part 2 - Bonus issue or pro rata issue

11	holder security approval ls required?	No
12	Is the issue renounceable or non- renounceable?	Non-renounceable
13	Ratio in which the + securities will be offered	10 new shares for every 17 existing shares as at the record date
14	+ Class of + securities to which the offer relates	Fully paid ordinary
15	determine +Record - date to entitlements	17 September 2013
16	Will holdings different on registers (or subregisters) be calculating aggregated for entitlements?	N/A
17	Policy for deciding entitlements in relation to fractions	Rounded to the nearest whole number of new shares
18	Names of countries in which the entity has 'security holders who will not be sent new issue documents	United States of America, Fiji, Switzerland and Vanuatu
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date for receipt acceptances or renunciations	of 5.00pm AEDT 7 October 2013
20	Names of any underwriters	N/a
21	Amount of any underwriting fee or commission	N/a
22	Names of any brokers to the Patersons Securities Limited issue

⁺ See chapter 19 for defined terms.

23	Fee or commission payable to the broker to the issue	N/a
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	2% lead manager fees, 6% on any rights issue acceptances containing the broker stamp of Patersons Securities Limited and 6% of shortfall placed, apart from monies introduced by the company.
25	If the issue is contingent on "security holders' approval, the date of the meeting	N/a
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	10 September 2013
27	If the entity has issued options, and the terms entitle option holders participate to on exercise, the date on which notices will be sent to option holders	9 September 2013
28	Date rights trading will begin (if applicable)	N/a
29	Date rights trading will end $(if $ applicable)	N/a
30	How do + security holders sell N/a their entitlements in full through a broker?
31	How do *security holders sell of their entitlements part through a broker and accept for the balance?	N/a
32	How do + security holders dispose of their entitlements (except by sale through a broker)?	N/a
33	+Despatch date	18 September 2013

$\mathcal{L}$

$\hat{\mathcal{L}}$

ú,

⁺ See chapter 19 for defined terms.

÷

Part 3 - Quotation of securities

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

Type of securities $34$ (tick one) Securities described in Part 1 $(a)$ ℼ $(b)$ 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 If the 'securities are 'equity securities, the names of the 20 largest holders of the 35 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 A copy of any trust deed for the additional +securities 37

Entities that have ticked box 34(b)

• Number of securities for which 38 ⁺quotation is sought
• Class of ⁺securities for which 39 quotation is sought

⁺ See chapter 19 for defined terms.

• Do the ⁺securities rank equally in 40 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. $\overline{(\text{in})}$ 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 Reason for request for quotation 41 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 and ⁺class of all $42$ *securities quoted on ASX (including the securities in clause $38)$

Number	+Class

Quotation agreement

• +Quotation of our additional +securities is in ASX's absolute discretion. ASX $\mathbf 1$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\mathbf{z}$
• 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.

⁺ See chapter 19 for defined terms.

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.
• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{\mathbf{3}}$ claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any $\overline{4}$ 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: 9/9/2013

Print name:

John Lewis Company secretary

$== == == == == ==$

⁺ See chapter 19 for defined terms.

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