GEOPACIFIC RESOURCES LTD — Share Issue/Capital Change 2021

Jun 28, 2021

Application for quotation of +securities

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Announcement Summary

Entity name

GEOPACIFIC RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

Tuesday June 29, 2021

The +securities to be quoted are:

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Other

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
GPR	ORDINARY FULLY PAID	5,404,655	29/06/2021

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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Part 1 - Entity and announcement details

1.1 Name of entity

GEOPACIFIC RESOURCES LTD

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

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

29/6/2021

Application for quotation of +securities

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Application for quotation of +securities

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Part 2 - Type of Issue

2.1 The +securities to be quoted are:

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Other

2.2 The +securities to be quoted are:

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Additional +securities in a class that is already quoted on ASX ("existing class")

2.3c Have these +securities been offered under a +disclosure document or +PDS? No

2.3d Please provide any further information needed to understand the circumstances in which you are applying to have these +securities quoted on ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Share issue forms part of the financing arrangements for the Woodlark Gold Project- see ASX Announcement - 28 June 2021

2.4 Any on-sale of the +securities to be quoted within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

Application for quotation of +securities

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Application for quotation of +securities

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Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities to be quoted in an existing class

ASX +security code and description GPR : ORDINARY FULLY PAID Issue date 29/6/2021 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Issue details Number of +securities to be quoted 5,404,655 Are the +securities being issued for a cash consideration? Yes In what currency is the cash consideration being paid? What is the issue price per +security? USD - US Dollar USD 0.24900000 Any other information the entity wishes to provide about the +securities to be quoted The Shares are being issued along with 2,702,328 unlisted options with an exercise price of $0.322 and an expiry date of 29 September 2026 The purpose(s) for which the entity is issuing the securities Other Please provide additional details The issue of shares and attaching options forms part of a Share Subscription Agreement executed with Sprott Private Resource Lending II (Co), Inc. and is associated with the Project Financing Facility being provided to develop the Woodlark Gold Project - see ASX Announcement 28 June 2021.

Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital 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 on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
GPR : ORDINARY FULLY PAID	518,245,701

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	4,180,193
GPRAP : SHARE APPRECIATION RIGHTS	2,023,706

Application for quotation of +securities

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Application for quotation of +securities

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Part 5 - Other Listing Rule requirements

5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does 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?

5,404,655

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)? N/A

Application for quotation of +securities

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