REDCASTLE RESOURCES LIMITED — AGM Information 2004

Oct 21, 2004

NOTICE OF ANNUAL GENERAL MEETING 2002

Gissilfaciite Capital Linited ACN 096781716

Dear Shareholder,

Annual General Meeting Invitation

On behalf of the Board, I have pleasure in inviting you to the 2004 Annual General Meeting of shareholders of Great Pacific Capital Limited and I hope as many of you as possible will be able to attend.

The meeting will be held at 11:00 a.m. on Friday, 26th November 2004 in the Conference Centre, Main Foyer, Mezzanine Level of Angel Place at 123, Pitt Street, Sydney. Attached to this invitation are the Notice of Annual General Meeting, Form of Proxy, Questions and Comments sheet and the Annual Financial Report.

The Company's Chief Executive Officer, Danny Au-Yeung and myself will present the Company's results for the financial year ended 30th June 2004. We will also present the future plans and developments for the company. To assist you in communicating issues to the Board, Questions & Comments sheets have been attached, which can be mailed in the reply paid envelopes provided for your convenience. A list of the questions and comments will be made available at the Annual General Meeting to which the Board will address. The auditor will also be available to answer any questions about the scope and conduct of the audit and the preparation of the auditor's report.

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 10:30 a.m. and Shareholders are strongly encouraged to arrive well before the starting time of 11:.00 a.m. 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 23, 123 Pitt Street, Sydney 2000 or faxed to the Company on 02 9202 3098 at least 48 hours before the meeting. A reply paid envelope is enclosed so that you can post your form to the Company. Appointing a proxy does not preclude you from still attending the meeting, however, you will not be eligible for voting unless you revoke your proxy when registering.

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 duly 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 easily reached by train to Wynyard Station. If travelling by car, parking is available within the building to the public at hourly rates.

The directors of the Board look forward to welcoming Shareholders to this Annual General Meeting. Light refreshments will be served at the conclusion of the meeting, giving all of you the opportunity to meet the directors and senior executives of your Company.

Alfred Wong Chairman Dated 20 October 2004

NOTICE OF ANNUAL GENERAL MEETING Great Pacific Capital Limited ACN 096 781 716

Notice is hereby given that the 2004 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, 26th November 2004 at 11 a.m. Registration will open at 10:30 a.m.

ORDINARY BUSINESS

RESOLUTION 1: Annual Financial Report, Directors' Report and Auditor's Report

To receive and consider the Financial Report, the Directors' Report and the Auditor's Report for the financial year ended 30th June 2004 and, if thought fit, pass the following resolution as an ordinary resolution:

'THAT the Company's annual financial report, directors' report and auditor's report be received and approved.'

RESOLUTION 2: Re-election of director, Alfred Wong

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'THAT Alfred Wong, having retired as a director by rotation, in accordance with clause 79 of the Constitution and being eligible, in accordance with clause 81 of the Constitution be re-elected as a director.'

RESOLUTION 3: Re-election of director, Ivan Wong

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

'THAT Ivan Wong, having retired as a director by rotation, in accordance with clause 79 of the Constitution and being eligible, in accordance with clause 81 of the Constitution be re-elected as a director.'

SPECIAL BUSINESS

RESOLUTION 4: Approval of the non-executive directors' remuneration pool

To consider and, if thought fit, to pass the following as a special resolution:

'THAT the non-executive directors' maximum remuneration pool be $200,000 per annum and shall remain the same until amended and approved by the shareholders.'

VOTING EXCLUSION STATEMENT

The Company will disregard any votes cast on Resolution 4 by any Director and any associate of a Director. However, the Company need not disregard a vote if:

• It is cast by a Director as proxy for a person who is $(a)$ entitled to vote, in accordance with the directions on the proxy form; or
• It is cast by a Director chairing the meeting as proxy (b) for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Board of Directors

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Edwin Yeung Company Secretary Dated 20 October 2004

EXPLANATORY STATEMENT

RESOLUTION 1 Annual Financial Report, Directors' Report and Auditor's Report

The Corporations Act 2001 (Section 317) requires that the directors of a public company must lay before the Annual General Meeting, the financial report, the directors' report and the auditor's report for the last financial year that ended before the Annual General Meeting. Shareholders will be given the opportunity at the meeting to ask questions of the directors and the auditor and make comments on these reports.

RESOLUTION 2 Re-election of director, Alfred Wong

ASX Listing Rule 14.4 and clause 79 of the Constitution require at least one-third of the directors (except the Managing Director/Chief Executive Officer) to retire by rotation. The Constitution also stipulates that no director (except the Managing Director/Chief Executive Officer) is to retain office for more than three years without submitting himself for re-election. Accordingly, Alfred Wong, being a director appointed on the 11 May 2001, retires by rotation and seeks re-election as a director.

Alfred Wong, age 43, is the non-executive Chairman since 11 May 2001.

Alfred has a MBA with NSW University and is a member of ASIA.

Alfred is the founder and the Managing Director of the Great Pacific Financial Group, a well respected private financial institution with over 10 years experience in property investment banking. Alfred has also held a number of executive management positions in leading financial institutions and banks in Australia, including Capita Financial Group and State Bank NSW.

Alfred is also the executive Chairman of the Green Pacific Energy Limited, the non-executive Chairman of QMastor Limited and a non-executive director of Travel Holdings Limited, all of these are ASX listed companies.

RESOLUTION 3 Re-election of director, Ivan Wong

ASX Listing Rule 14.4 and clause 79 of the Constitution require at least one-third of the directors (except the Managing Director/Chief Executive Officer) to retire by rotation. The Constitution also stipulates that no director (except the Managing Director/Chief Executive Officer) is to retain office for more than three years without submitting himself for re-election. Accordingly, Ivan Wong, being a director appointed on the 11 May 2001, retires by rotation and seeks re-election as a director.

Ivan Wong, age 41 is a non-executive director since 11 May 2001.

Ivan has a BSc with University of Queensland and is an IT specialist. He also has extensive experience in the mortgage industries being the Director of Great Pacific Finance Pty Ltd, a leading specialist mortgage originator with over $500 million in funds under management. He also has access to in-depth and instantaneous information on the property industry as the founder of Universal Title Searchers, a leading provider of public, legal and business information with the first and only windowsbased software package for electronic information transfer in Australia.

RESOLUTION 4 Approval of the non-executive directors' remuneration pool

The Board of Directors have decided to put a special resolution to the shareholders of Great Pacific Capital Limited in accordance with the Company's Corporate Governance Charter. The charter recommends that the total remuneration paid to the non-executive directors must not exceed the maximum remuneration pool for non-executive directors of the Company as approved by shareholder resolution. Currently, non-executive directors have not been paid any remuneration for their responsibilities and duties as directors of a publicly listed company. In order to allow the company to attract suitable candidates as independent director to the company, the company has to ensure that future directors are remunerated fairly and responsibly for their duties and responsibilities.

PROXY FORM

Great Pacific Capital Limited ACN 096 781 716 Level 23 Angel Place 123 Pitt Street Sydney NSW 2000

I/We,
	(print shareholder(s) name(s)
оf
	(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)
οf
	(print proxy's address)
OR the Chairman of the meeting	(Tick hox if you wish to appoint the Chairman of the Meeting to act as your proxy)
me/us on my/our behalf at the Annual General Meeting of the Company to be held on 26th November 2004, andat any adjournment thereof. The Chairman intends to vote undirected proxies in favour of the resolutions. If youintend to appoint the Chairman as your proxy but do not wish to direct your Proxy how to vote please place amark $(X)$ in the box.	By marking this box, you acknowledge that the Chairman may exercise your proxy even if he has an interest inthe outcome of the resolution and votes cast by him other than as proxy holder will be disregarded because of thatinterest. Should you desire to direct a proxy on how to vote, you should place a mark (X) in the appropriate boxbelow against each resolution. Otherwise, the proxy may vote, as he/she thinks fit or abstain from voting.
Resolutions		For	Against	Abstain
Resolution 1Receipt and approval of Annual Financial Report, Directors' Reportand Auditor's Report
Resolution 2Re-election of director, Alfred Wong
Resolution 3Re-election of director, Ivan Wong
Resolution 4Approval of the non-executive directors' remuneration pool
If two proxies are being appointed the number or percentage of voting shares this proxy is appoint to represent isshares.

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 26 November 2004, 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 9202 3000. 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 resolutions.

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 $\bullet$ 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 23, 123 Pitt Street, Sydney, NSW 2000, it must be produced for noting by the Company or sent by facsimile to the Company on 02 9202 3098. 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 9202 3000.

LODGEMENT DETAILS

• The Company must receive the form of proxy by 11.00am on 24 November 2004. 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 the due time and date.
• Alternatively, the form of proxy can be sent by facsimile to the Company on 02 9202 3098 by 11.00am on 24 November 2004.

This Questions and Comments sheet, sent to all shareholders of Great Pacific Capital Limited ("Company"), is provided for your benefit so you can ask questions about, or make comments on, the Company's performance and management as well as the scope and conduct of the audit.

To ensure that all questions and comments are addressed at the 2004 Annual General Meeting, the Company recommends that you submit any questions or comments that you have with your proxy forms in the reply paid envelopes provided for your convenience. The Company must receive them by 11.00 am on 24 November 2004.

Alternatively, the Questions and Comments sheet can also be sent by facsimile to the Company on 02 9202 3098 by 11.00 am on 24 November 2004.

Questions & Comments

Name of shareholder
Address of shareholder