REDCASTLE RESOURCES LIMITED — AGM Information 2003

Oct 26, 2003

Notice of Annual General Meeting and Proxy Form

Angel Place Conference Centre Mezzanine Level 123 Pitt Street Sydney

Chairman's Letter to Shareholders

Dear Shareholder

Annual General Meeting Invitation

On behalf of the Board, I have pleasure in inviting you to our second Annual General Meeting of Shareholders of the Company and I hope as many of you as possible will try to attend.

The meeting is to be held on Friday 28 November 2003 in the Conference Centre, Main Foyer, Mezzanine Level of Angel Place at 123, Pitt Street, Sydney at 11.00 am.

The Company's Chief Executive Officer Danny Au-Yeung and I will present the Company's results for the financial year ended 30 June 2003. We will also present to you the plans for the coming year.

The formal Notice of Meeting and Agenda is enclosed with this letter.

If attending the Meeting in person, please bring this letter with you as it will assist in the registration process. Registration will be available from 10.30am and Shareholders are strongly encouraged to arrive well before the starting time of 11.00 am to avoid last-minute congestion.

If you are unable to attend, you can appoint a proxy using the form provided. It must be lodged at the Company's registered office at Level 7, Kyle House, 27-31 Macquarie Place, Sydney 2000 or faxed to the Company on (02) 8220 9811 at least 48 hours before the Meeting. A pre-addressed envelope is enclosed so that you can post your proxy form to the Company. Appointing a proxy does not preclude you from still attending the Meeting, but you will not be able to vote unless you revoke your proxy when you register.

Corporate Shareholders who wish to appoint a person to act as their representative at the Meeting can do so by providing that person with a letter signed under seal authorising that person to act as their representative either at this Meeting or at all meetings of the Company.

Angel Place is most easily reached by train to Wynyard Station. If using your own car, the building has car park available to the public at hourly rate.

The Directors look forward to welcoming shareholders at this Annual General Meeting. Light Refreshments will be served at the conclusion of the Meeting, giving you the opportunity to meet the directors and senior executives of your Company.

Alfred Wong

Chairman

Notice of Annual General Meeting

Great Pacific Capital Limited ABN 57 096 781 716

Notice is hereby given that the Annual General Meeting of Shareholders of Great Pacific Capital Limited will be held in the Conference Centre, Main Foyer, Mezzanine Level of Angel Place, 123 Pitt Street, Sydney on Friday 28 November 2003 at 11.00am.

ORDINARY BUSINESS

• Financial Report, Director's Report and Auditor's Report $\mathbf{1}$ . To receive and consider the Director's Report for the financial year ended 30 June 2003, the Financial Report and Auditor's Report for that year.
• $2.$ Issue of Ordinary Shares to Exempt Investors In accordance with rule 7.1 of the Listing Rule of Australian Stock Exchange Limited to consider, and if thought fit, pass the following resolution as an ordinary resolution:

"That the Company be authorised to issue up to 3 million fully paid ordinary shares to such investors as the directors see fit, further details of which are set out in the accompanying Explanatory Statement."

By Order of the Board

Edwin Yeung Company Secretary

Explanatory Statement Great Pacific Capital Limited ABN 57 096 781 716

RESOLUTION 2 - Issue of ordinary shares to exempt investors In order to allow flexibility for the Company to quickly raise additional funds for its working capital, the Company proposes to issue up to 3 million ordinary shares ("Shares").

Approval is sought under rule 7.1 of the Listing Rules. Rule 7.1 prohibits the Company from issuing more than 15% of the issued share capital of the Company within any 12 month period, without the approval of its shareholders. Up to 3 million Shares may be issued if this resolution is approved, which will exceed the 15% limit, based on total issued share capital of 11,885,500 Shares.

The following information is provided in accordance with rule 7.3 of the Listing Rules.

ISSUE PRICE

The issue price will not be less than 80% of the average market price for Shares in the Company calculated over the last 5 days on which sales of securities is recorded before the date of the issue.

DATE OF ISSUE AND ALLOTMENT

In accordance with the requirements of the Listing Rules, all Shares will be issued and allotted no later than 3 months after the date of the General Meeting.

ALLOTTEES

The allottees will be sophisticated or professional investors or other investors under section 708 of the Corporations Act 2001 and who do not require disclosure under Part 6D.2 of the Corporations Act 2001.

The allottees will not be related parties of the Company.

TFRAAS

The Shares will rank equally with all other ordinary shares on issue in the Company.

Form of Proxy

Great Pacific Capital Limited ABN 57 096 781 716 Level 7 Kyle House 27-31 Macquarie Place Sydney NSW 2000

$I/W_{\mathbb{C}},$
(print shareholder(s) name(s)
of
(print address of shareholder(s)
being a member(s) of Great Pacific Capital Limited (" Company ") and entitled to attend and vote, hereby appoint:
(print proxy's name in full)
of
(print proxy's address)
OR the Chairman of the meeting (Tick box if you wish to appoint the Chairman of the Meeting to act as your proxy)
failing whom, or if no person(s) is named above, the Chairman of the Meeting, as my/our proxy(s) to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 28 November 2003, and at any adjournment thereof. The Chairman intends to vote undirected proxies in favour of the resolutions.
If you intend to appoint the Chairman as your proxy but do not wish to direct your proxy how to vote please place a mark $(X)$ in the box.
By moditing this has you calmouded as that the Chairman more graphs your neares ago. If he has an interest in

By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest in the outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of that interest.

Should you desire to direct a proxy how to vote, you should place a mark (X) in the appropriate box against each item. Otherwise, the proxy may vote as he/she thinks fit or abstain from voting.

Resolution	For	Against	Abstain
Resolution 1		$\mathcal{L}={1,2,3,4}$
Receipt of Accounts and Reports
Resolution 2
That the Company be authorized to issue up to 3		and the state
million fully paid Ordinary shares to such investors as
the Directors see fit as per the Explanatory Statement

If two proxies are being appointed the number or percentage of voting shares this proxy is appoint to represent shares. is.

Signature of Shareholder(s) (signing instructions - see Explanation)

Signature

Signature

Date

Companies Only

Affix Company Seal here if applicable

*Director/Sole Director and Sole Secretary

Executed by

In accordance with the company's constitution and the Corporations Act 2001 *Delete as applicable

*Director/Secretary

Explanation

APPOINTMENT OF PROXY

• If you are unable to attend and vote at the Annual General Meeting of Great Pacific Capital Limited ("Company") on 28 November 2003, or any adjournment thereof and wish to appoint a person who is attending as your proxy, please complete and return this form of proxy. A proxy need not be a shareholder:
• Shareholders are entitled to appoint up to two persons (whether shareholders or not), to attend the meeting and vote. If you wish to appoint two proxies, please obtain a second proxy form by telephoning the Company Secretary on (02) 8220 9800. Both forms should be completed with the nominated number or percentage of your voting rights on each form. Please return both proxy forms together. It is not appropriate to appoint a second proxy with a percentage of your voting rights unless you intend to complete your proxy instructions by inserting a mark in a box against the agenda items.

SIGNING INSTRUCTIONS

• The form of proxy must be signed by the shareholder (all joint shareholders must sign) or by his/her/their joint authorised attorney(s).
• If the shareholder is a corporation, this form of proxy should be signed:
• Under the common seal of the company by two directors, or a director and a secretary;
• Or in the case of a proprietary company that has a sole director who is also the sole company secretary, by that director;
• Or under the hand of a duly authorised officer or attorney.
• If signed under Power of Attorney, the attorney hereby states that no notice of revocation of the power has been received. If the Power of Attorney or other authority (if any) has not been previously noted by the Company at its registered office at Level 7, Kyle House, 27-31 Macquarie Place, Sydney NSW 2000, it must be produced for noting by the Company or sent by facsimile to the Company on (02) 8220 9811. A certified copy of a Power of Attorney is acceptable.
• If you require further information on how to complete the form of proxy please telephone the Company Secretary on (02) 8220 9800.

LODGEMENT DETAILS

• The form of proxy must be received by the Company by 11.00 am on 26 November 2003. We request that you return the form of proxy in the reply paid envelope provided in sufficient time so that it reaches the Company by that time and date.
• Alternatively, the form of proxy can be sent by facsimile to the Company on (02) 8220 9811 by 11.00 am on 26 November 2003.