Issue of Convertible Notes

Section 1: Issuer information Name of issuer Geo Limited NZX ticker code GEO Class of financial product Convertible Notes ISIN (If unknown, check on NZX website) NZGEOE0001S5 Currency Section 2: Capital change details Number issued/acquired/redeemed 245,404 convertible notes Nominal value (if any) $1.00 per convertible note Issue/acquisition/redemption price per security $1.00 per convertible note Nature of the payment (for example, cash or other consideration) Cash Amount paid up (if not in full) In full Percentage of total class of Financial Products issued/acquired/redeemed/ (calculated on the number of Financial Products of the Class, excluding any Treasury Stock, in existence) 19.56% For an issue of Convertible Financial Products or Options, the principal terms of Conversion (for example the Conversion price and Conversion date and the ranking of the Financial Product in relation to other Classes of Financial Product) or the Option (for example, the exercise price and exercise date) Conversion Price: On conversion the holder will receive fully paid ordinary shares in the Company with the number calculated by dividing the amount paid for the Notes by $0.10. Conversion Date: The Notes may be repaid or converted no later than 36 months from 23 August 2019 (maturity date is therefore 22 August 2022), although the Notes may be repaid or converted into shares prior to this date, if requested by the holder. The Company may at any time elect to repurchase the Notes for cash at a price equal to 125% of the subscription price and all interest accrued. Reason for issue/acquisition/redemption and specific authority for issue/acquisition/redemption/ (the reason for change must be identified here) To provide the Company with additional funds in order to fund the Company's operations and growth strategy through 2020. Total number of Financial Products of the Class after the issue/acquisition/redemption/Conversion (excluding Treasury Stock) and the total number of Financial Products of the Class held as Treasury Stock after the issue/acquisition/redemption. 1,500,000 convertible notes In the case of an acquisition of shares, whether those shares are to be held as treasury stock n/a Specific authority for the issue, acquisition, or redemption, including a reference to the rule pursuant to which the issue, acquisition, or redemption is made Board resolution dated 22 August 2019. Shareholder approval dated 27 November 2019 under Listing Rules Listing Rule 4.1.1 and 5.2.1. Terms or details of the issue, acquisition, or redemption (for example: restrictions, escrow arrangements) Interest on the Notes accrues at a rate of 6% per annum, compounded daily and payable quarterly in arrears. The Company may choose to pay interest in cash on a quarterly basis. The Company is permitted to issue further shares ("Interest Shares") in lieu of making the interest payments in cash. The number of Interest Shares to be issued is to be calculated by dividing the amount of interest owing by the Conversion Price. Such unpaid interest will convert to Interest Shares at the same time as the Notes (being at a date requested by the holder, but not later than 22 August 2022). The maximum amount of interest which can be converted into shares is $300,445. The holder can assign, in whole or in part, all of its rights to and interests in the Notes to any person. If the Company undertakes a capital raising to ordinary shareholders or investors, the holder may convert the same percentage of the Notes as the number of shares issued under the capital raising represents of the total ordinary shares on issue prior to the capital raising. The Company has agreed to pay the holder an additional cash fee of 5% of the amount drawn down under the Convertible Note Agreement, payable by on the date on which funds are first received by the Company under the Convertible Note Agreement. Date of issue/acquisition/redemption 18 November 2020 Section 3: Authority for this announcement and contact person Name of person authorised to make this announcement Roger Sharp Contact person for this announcement Ross O'Neill Contact phone number 021 424829 Contact email address Ross.o@geoop.com Date of release through MAP 18/11/2020 End CA:00363450 For:GEO Type:SECISSUE Time:2020-11-18 11:52:37