GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2013

Jul 7, 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

FIJI OFFICE

PO Box 9975 Nadi Airport Nadi T+679 6727150 F+679 6727152

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

FIJI:

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

The Board of Geopacifc Resources N L (ASX:GPR) wish to advise that 250,000 unlisted options lapsed in accordance with their terms. An Appendix 3B is attached.

Geopacific Resources NL

John Lewis Company Secretary 8 July 2013

ASX ANNOUNCEMENT

Unlisted Options Expiry

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).

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

Unlisted Options expired

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

250,000 unlisted options expired

250,000 unlisted options expiring $30^°$ November 2015 with vesting conditions exercisable at 35 cents each;

⁺ See chapter 19 for defined terms.

4	Do the securities rank equally in all respects from the date of allotment with an existing +class of quoted securities?	No
	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 distribution) trust, Or interest payment the extent to which they do not rank equally, other than relation to the next in. dividend, distribution Or interest payment
5	Issue price or consideration	Nil
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Unlisted options expiring as the vesting conditions have not been met.
6a	Is the entity an + eligible entity obtained has security that 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

⁺ 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 N/a under an exception in rule 7.2
• If securities issued under rule $N/a$ 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.
• $6_h$ If securities were issued under $N/a$ rule $7.1A$ $for$ non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• Calculate the entity's remaining $N/a$ 6i issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements
• Dates of entering 'securities 8 July 2013 $\overline{7}$ 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)

$+C$ lass Number Ordinary fully paid 102,585,827 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)	600,000	Exercisable at \$0.50 each expiring $\mathbf{1}$ August 2013
		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 Faddy's Gold Deposit a JORC 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 $\circ$ of reserve over of 1,000,000 contained gold

Dividend policy (in the case of a $\mid N/a \rangle$ $1{\rm O}$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

holder approval $N/a$ Is security $\dot{\rm H}$ required?

Is the issue renounceable or non- $N/a$ $12\,$ renounceable?

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

13	Ratio in which the + securities will be offered	N/a
14	+ Class of + securities to which the offer relates	N/a
15	determine N/a +Record date to entitlements
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. Cross reference: rule 7.7.	N/a
19	Closing date for receipt acceptances or renunciations	of $N/a$
20	Names of any underwriters	N/a
21	Amount of any underwriting fee N/a or commission
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

⁺ See chapter 19 for defined terms.

26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	N/a
$27^{1}$	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 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	N/a

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

⁺ See chapter 19 for defined terms.

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
	A copy of any trust deed for the additional *securities

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
• 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 $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment
• the extent to which they do ٠ not rank equally, other than in relation to the next dividend, interest distribution or payment

⁺ See chapter 19 for defined terms.

Reason for request for quotation $\overline{41}$ 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 $AS^x$ (including the securities in clause $38)$

Number	+Class

Quotation agreement

• +Quotation of our additional *securities is in ASX's absolute discretion. ASX ï may quote the 'securities on any conditions it decides.
• We warrant the following to ASX. ž
• 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.

⁺ 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 $\overline{A}$ 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.

And you consider a love can consider that and you

Sign here: John Lewis Print name: Company secretary

Date: 8/7/2013

⁺ See chapter 19 for defined terms.