Geopacific Resources : AGM Notice of Meeting and Proxy Form - 2022

ACN 003 208 393

NOTICE OF ANNUAL GENERAL MEETING

&

EXPLANATORY STATEMENT

For the meeting to be held at 10:00am (WST) on Tuesday, 31 May 2022

At

Level 1, 278 Stirling Highway

Claremont

Western Australia

and

Via teleconference

As a result of the uncertainty and potential health risks created by the Coronavirus (COVID-19) pandemic, the Board has determined that the Annual General Meeting will be held as a hybrid meeting with Shareholders able to attend in person at Level 1, 278 Stirling Highway, Claremont, WA 6010 or via teleconference. Further information on how to access the teleconference facility are set out in the proceeding section of this Notice of Annual General Meeting.

The Company encourages its Shareholders to consider lodging a directed proxy in advance of the Annual General Meeting. The Company is happy to accept and answer questions prior to the close of proxy voting via email. Such questions should be forwarded to the following email [e-mail].

If the situation in relation to COVID-19 were to change in a way that materially affects the position above, the Company will provide a further update ahead of the Meeting via the ASX Market Announcements Platform and on the Company's website atwww.geopacific.com.au.

In accordance with the Treasury Laws Amendment (2021 Measures No. 1) Act 2021 (Cth) (Act), the notice of meeting, accompanying explanatory statement and annexures (including an online meeting guide and proxy form) are being made available to shareholders electronically, unless you have requested to receive a hard copy since the Act has come into force.

This Notice of Annual General Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how to vote, they should seek advice from their professional advisor without delay.

Should you wish to discuss the matters in this Notice of Annual General Meeting and Explanatory Statement, please do not hesitate to contact the Company Secretary on + 61 8 6143 1820.

28 April 2022

Dear Shareholder

Please find enclosed the Notice of Annual General Meeting for the Shareholders' Meeting to be held at 10:00am (WST) on Tuesday, 31 May 2022 as a hybrid meeting with Shareholders able to attend in person at Level 1, 278 Stirling Highway, Claremont, WA 6010 and via teleconference.

As a result of the uncertainty and potential health risks created by the Coronavirus (COVID-19) pandemic, your Directors have decided to hold the Annual General Meeting as a hybrid meeting. The Company requests that any Shareholder who is not feeling well on the day and wishes to participate in the meeting elects to participate in the meeting by telephone.

Shareholders who plan to attend the Meeting by telephone and who wish to vote at the meeting rather than to vote by submitting a proxy form should contact the Company [e-mail] prior to 5:00pm (WST) on Wednesday, 25 May 2022, at which point the Company will email you a personalised poll form for the purpose of voting on a poll at the

Meeting. Further information is set out in proceeding section of this Notice of Annual General Meeting.

The purpose of the meeting is to seek shareholder approval in accordance with the Corporations Act 2001 (Cth) and the ASX Listing Rules to a number of resolutions, which are set out in the attached Notice of Annual General Meeting.

Your Directors seek your support and look forward to your participation at the meeting.

Yours faithfully

Andrew Bantock Chairman

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Geopacific Resources Limited (Geopacific or Company) will be convened at 10:00am (WST) on Tuesday, 31 May 2022 at Level 1, 278 Stirling Highway, Claremont, WA 6010 and via teleconference.

Terms used in this Notice of Annual General Meeting and accompanying Explanatory Statement are defined in the glossary to this document.

ORDINARY BUSINESS

Discussion of Financial Statements and Reports

To discuss the Annual Financial Report, the Directors' Report and Auditor's Report for the year ended 31 December 2021.

Note: there is no requirement for Shareholders to approve these Reports.

Resolution 1 - Adoption of the Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a non-binding resolution:

"That, for the purpose of Section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company's Annual Report for the financial year ended 31 December 2021."

Voting Prohibition Statement

In accordance with the Corporations Act, the Company will disregard any votes cast on this Resolution:

•  by or on behalf of a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report, or their Closely Related Parties (including spouses, dependants and controlled companies), regardless of the capacity in which the votes are cast; or

•  by a person who is a member of the Key Management Personnel at the date of the Meeting, or their Closely Related Parties, as a proxy.

However, votes will not be disregarded if they are cast as a proxy for a person entitled to vote on the Resolution:

•  in accordance with a direction as to how the proxy is to vote on the Resolution; or

•  the person is the Chair of the Meeting and the appointment of the Chair as proxy:

  • o does not specify the way the proxy is to vote on the Resolution; and

  • o expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

Resolution 2 - Election of Director - Mr Andrew Bantock

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of clause 12.7 of the Company's Constitution, ASX Listing Rule 14.4 and for all other purposes, Mr Andrew Bantock, be elected as a Director."

Resolution 3 - Approval of additional capacity to issue Equity Securities

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

"That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, the issue of up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement, be approved."

Resolution 4 - Ratification of issue of Equity Securities to Sprott

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, the issue of 5,404,655 shares and 2,702,328 options to Sprott Private Resource Lending II (Co), Inc (Sprott) on 29 June 2021, be ratified."

Voting Exclusion Statement

The Company will disregard any votes cast in favour of this Resolution by or on behalf of:

•  Sprott; or

•  any associate of those persons.

However, this does not apply to a vote cast in favour of this Resolution by:

•  a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with directions given to the proxy or attorney to vote on the Resolution in this way; or

•  the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides; or

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the Resolution; and

  • o the holder votes on the Resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 5 - Approval of employee incentive plan

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution:

"That, for the purpose of ASX Listing Rule 7.2 (Exception 13) and for all other purposes, the Company's Securities Incentive Plan (Employee Incentive Plan) is approved for a period of three years from the date of the Meeting and the Company may grant up to 25,962,332 incentives and allot and issue ordinary shares upon the exercise or vesting of the incentives under the terms of that plan as described in the Explanatory Statement, as an exception to ASX Listing Rule 7.1."

Voting prohibition statement

The Company will disregard any votes cast in favour of Resolution 5 by:

•  any person who is eligible to participate in the Incentive Plan; or

•  any associates of those persons.

However, this does not apply to a vote cast in favour of the resolution by:

•  a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or

•  the Chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or

•  a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:

  • o the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and

  • o the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way.

Resolution 6 - Approval to amend the Constitution

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act, and for all other purposes, Shareholders approve the amendment to the Constitution of the Company in the manner set out in the Explanatory Statement with effect from the close of the Meeting."

Resolution 7 - Approval of Proportional Takeover Provisions

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as a special resolution:

"That, for the purposes of section 648G of the Corporations Act and for all other purposes, the proportional takeover provisions contained in Rule 9 of the Company's Constitution be renewed for a period of three years, with effect from the date of this Meeting."

GENERAL NOTES

The Explanatory Statement to Shareholders attached to this Notice of Annual General Meeting is hereby incorporated into and forms part of this Notice of Annual General Meeting.

Australia:	1800 062 923
Germany:	0800 183 0410
Singapore:	8006 161 778
South Africa:	0800 993 135
USA:	18 667 007 019
International:	[phone]
Access Passcode:
Shareholder Access:	785 145 483 827

Coronavirus (COVID-19)

The Company's Annual General Meeting is due to be held at 10:00am (WST) on Tuesday, 31 May 2022 at Level 1, 278 Stirling Highway, WA 6010 and via teleconference.

As a result of the uncertainty and potential health risks created by the Coronavirus (COVID-19) pandemic, your Directors have decided to hold the Annual General Meeting as a hybrid meeting. The Company requests that any Shareholder who is not feeling well on the day elects to participate by telephone.

The Company encourages its Shareholders to consider lodging a directed proxy in advance of the Meeting. To lodge your directed proxy in advance of the Meeting, please follow the steps set out in your enclosed personalised Proxy Form and lodge it by 10:00am (WST) on Sunday, 29 May 2022.

If you wish to ask questions of the Board, Shareholders are encouraged to lodge questions in advance of the Meeting by [e-mail] by no later than 5:00pm (WST) on Wednesday, 25 May 2022.

If it becomes necessary or appropriate to make alternative arrangements for the holding or conducting of the meeting, the Company will make further information available via the Company's ASX platform atwww.asx.com.au(ASX Code: GPR) and on the Company's website.

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5:00pm (WST) on Sunday, 29 May 2022.

Attendance by teleconference

In order to participate in the Meeting by telephone, please utilise the following dial-in details: Teleconference service number:

Voting at the Annual General Meeting

All resolutions at the Meeting will be decided by poll, based on votes submitted by proxy and at the Meeting by Shareholders who have indicated that they intend to vote at the Meeting in accordance with the instructions set out below.

The Directors instruct all Shareholders who would like to have their vote counted to either:

• (i) vote by lodging a proxy form as explained below; or

• (ii) Shareholders who wish to vote at the Meeting and who will be attending by telephone should contact the Company [e-mail] prior to 5:00pm (WST) on Wednesday, 25 May 2022 at which point the Company will email you a personalised poll form for the purpose of voting on a poll at the Meeting. The personalised poll form must be completed and returned to the Company after the poll has been called and prior to the close of polling, which will be half an hour after the Meeting closes on Tuesday, 31 May 2022. During the Meeting, the Chair will notify you when and how you are able to complete and return the poll form.

A separate personalised poll form must be completed for each Shareholder. Voting for multiple Shareholders cannot be combined into one form.