GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2013

Aug 5, 2013

GEOPACIFIC RESOURCES NL ACN 003 208 393

ASX Code: GPR

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

AUSTRALIAN OFFICE

Level 1, 278 Stirling Highway Claremont, WA 6010 PO Box 439 Claremont, WA 6910 T +61 8 6143 1823

FUI OFFICE

PO Box 9975 Nadi Airport Nadi T+679 6 72 7150 F+6796727152

DIRECTORS

Chairman: Charles Bass Managing Director: Ron Heeks Non-Exec Director: Milan Jerkovic Non-Exec Director: Mark Bojanjac Non-Exec Director: Russell Fountain Company Secretary: John Lewis

PROJECTS

CAMBODIA: Kou Sa Copper

FUI:

Sabeto/Vuda Gold-Copper Rakiraki Gold Nabila Copper-Gold

ASX ANNOUNCEMENT

Unlisted Options Expiry

The Board of Geopacifc Resources N L (ASX:GPR) wish to advise that 610,000 unlisted options lapsed in accordance with their terms.

An Appendix 3B is attached.

Geopacific Resources NL

John Lewis Company Secretary 2 August 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).

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

Unlisted Options expired

• Number of ⁺securities issued or $\overline{z}$ to be issued (if known) or maximum number which may be issued
• of the Principal terms 3 +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the due amount outstanding and payment; dates for if securities, +convertible the conversion price and dates for conversion)

610,000 unlisted options expired

610,000 unlisted options expiring 1 August 2013 with vesting conditions exercisable at 50 cents each;

⁺ See chapter 19 for defined terms.

Do the ⁺securities rank equally No $\overline{4}$ 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 $\bullet$ the extent to which they participate for the next dividend, (in the case of a trust, distribution) $\overline{or}$ interest payment the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Nil Issue price or consideration 5 Purpose of the issue Unlisted options expiring as the 1 6 (If issued as consideration for August 2013. the acquisition of assets, clearly identify those assets) Is the entity an ⁺eligible entity No 6a that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b - 6h in relation to the ⁺securities the subject of this Appendix 3B, and comply with section 6i The date the security holder 6b $N/a$ resolution under rule 7.1A was passed $N/a$ Number of ⁺securities issued 6с without security holder approval under rule 7.1 6d Number of ⁺securities issued $N/a$ with security holder approval under rule 7.1A

⁺ See chapter 19 for defined terms.

• Number of ⁺securities issued 6e with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)
• Number of securities issued N/a 6f under an exception in rule 7.2
• If securities issued under rule 6g 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.
• If securities were issued under 6h rule 7.1A for non-cash consideration, state date on valuation of which consideration was released to ASX Market Announcements
• Calculate the entity's remaining $N/a$ 6î issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering 'securities $\overline{7}$ into uncertificated holdings or despatch of certificates
• Number and ⁺class of all 8 *securities quoted on ASX (including the securities in section 2 if applicable)

N/a $\sim$	9 ÷ --

$N/a$

2 August 2013

Number	+Class
102,585,827	Ordinary fully paid shares (GPR)

⁺ See chapter 19 for defined terms.

		Number	+Class
9	Number and + class of all *securities not quoted on ASX (including the securities in section 2 if applicable)	750,000	Exercisable at \$0.30 each expiring 30 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 Gold Faddy's JORC Deposit a compliant ore $\circ$ f reserve 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 $\circ$ f reserve over of 1,000,000 contained gold

$10\,$ trust, distribution policy) on the increased capital (interests)

Dividend policy (in the case of a $N/a$

Part 2 - Bonus issue or pro rata issue

$\mathbf{H}$	holder approval security Is. required?	N/a
12	Is the issue renounceable or non- $\vert$ N/a renounceable?
13	Ratio in which the $+$ securities $N/a$ will be offered
14	+ Class of + securities to which the offer relates	N/a

$01/08/2012$

⁺ See chapter 19 for defined terms.

$15 -$	determine +Record date to entitlements	N/a
16	different Will holdings on registers (or subregisters) be calculating for aggregated entitlements?	N/a
17	Policy for deciding entitlements in relation to fractions	N/a
18	Names of countries in which the entity has *security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with.	N/a
	Cross reference: rule 7.7.
19	date for receipt of Closing acceptances or renunciations	N/a
20	Names of any underwriters	N/a
21	Amount of any underwriting fee or commission	N/a
22	Names of any brokers to the issue	N/a
$23 -$	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	N/a
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	N/a

⁺ See chapter 19 for defined terms.

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	N/a
28	Date rights trading will begin (if applicable)	N/a
29	Date rights trading will end (if $N/a$ applicable)
30	How do *security holders sell their entitlements in full through a broker?	N/a
31	How do + security holders sell their entitlements $\circ$ f 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	N/a

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 $(a)$

All other securities $(b)$

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 conve

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

⁺ See chapter 19 for defined terms.

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 additional *securities, and the number and percentage of additional *securities held by those holders

36

35

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

• Class of *securities for which 39 quotation is sought
• Do the ⁺securities rank equally in 40 all respects from the date o allotment with an existing *clas of quoted *securities?

If the additional securities do no rank equally, please state:

• the date from which they do
• the extent to which the participate for the nex dividend, (in the case of trust, distribution) or interes payment
• the extent to which they do not rank equally, other than in relation to the next dividend distribution or interes payment

า f
s
t
y t a
t
$\circ$
n !,
t

⁺ See chapter 19 for defined terms.

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 al $42$ *securities quoted on AS> (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. $\overline{2}$
• The issue of the *securities to be quoted complies with the law and is $\bullet$ 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.

⁺ See chapter 19 for defined terms.

• We will indemnify ASX to the fullest extent permitted by law in respect of any $\overline{3}$ 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 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: Print name:

Date: 2/8/2013

John Lewis Company secretary

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⁺ See chapter 19 for defined terms.