GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2021

Aug 24, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

GEOPACIFIC RESOURCES LTD

Date of this announcement

Wednesday August 25, 2021

The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Performance Rights	3,112,442	23/08/2021
to be confirmed

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

GEOPACIFIC RESOURCES LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

003208393

1.3 ASX issuer code

GPR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

25/8/2021

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

+Securities issued under an +employee incentive scheme that are subject to a restriction on transfer and are not being quoted on ASX until the restriction ends

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

New +securities issued under an +employee incentive scheme

ASX +security code New class - code to be confirmed	+Security description Performance Rights
+Security type	ISIN code
Other

Date the +securities the subject of this notification were issued

23/8/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? Yes

Were any of the +securities issued to +key management personnel (KMP) or an +associate? Yes

Provide details of the KMP or +associates being issued +securities.

Name of KMP	Name of registered holder	Number of +securities
Tim Richards	Tim Richards	1,079,545
Matthew Smith	Matthew Smith	600,000

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued. https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2995-01976734-6A882120?access_token=83 ff96335c2d45a094df02a206a39ff4

Please provide a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2995-01976734-6A882120?access_token=83 ff96335c2d45a094df02a206a39ff4

The 2021 Long Term Incentive Rights are issued pursuant to the terms of the Securities Incentive Plan approved by Shareholders at the 30 May 2018 AGM.

Any other information the entity wishes to provide about the +securities the subject of this notification

Performance is measured over a three year period commencing 1 January 2021.

Performance for vesting purposes will be assessed by the Board at the end of the measurement period based on KPIs linked to production and exploration.

Vested Rights convert to fully paid ordinary shares (ASX:GPR) on a one for one basis and any unvested Rights expire on

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31 March 2024.

11 Emloyees at Level 3 and above at 30 June 2021 were eligible for allocation

Issue details

Number of +securities

3,112,442

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
GPR : ORDINARY FULLY PAID	519,216,339
4.2 Unquoted +Securities (Total number of each +class of +securities issued but	not quoted on ASX)
	Total number of
ASX +security code and description	+securities on issue
GPRAK : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	6,844,998
GPRAP : SHARE APPRECIATION RIGHTS	2,430,722
New class - code to be confirmed : Performance Rights	3,112,442

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

3,112,442

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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