REDCASTLE RESOURCES LIMITED — AGM Information 2011

May 5, 2011

G R P C O R P O R A T I O N L I M I T E D A B N 5 7 0 9 6 7 8 1 7 1 6

( t o b e r e n a m e d C A D Y E N E R G Y L I M I T E D )

Notice of Annual General Meeting

Proxy Form

Explanatory Memorandum

and

Independent Expert's Report

Date of Meeting: 7 June 2011

Place: Nicols and Brien Level 2, 350 Kent Street Sydney NSW 2000

Time: 10.00 am

This Notice of Annual General Meeting should be read in its entirety. If shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Important: The Independent Expert has determined the acquisition of Cady Energy Pty Ltd (and issue of the Shares and Consideration Options in consideration for the Acquisition) is FAIR AND REASONABLE to non-associated shareholders. Please refer to the Independent Expert's Report attached to this Notice of Annual General Meeting as Annexure A.

Should you wish to discuss the matters in this Notice of Annual General Meeting please do not hesitate to call the Company Secretary on +61 2 9299 2289.

G R P C O R P O R A T I O N L I M I T E D

A B N 5 7 0 9 6 7 8 1 7 1 6

Dear Shareholder

As announced on the ASX on 4 March 2011, GRP Corporation Limited ("Company") has entered into a binding heads of agreement ("Heads of Agreement") with all of the shareholders of Cady Energy Pty Ltd ("Cady Vendors") ("Cady") pursuant to which the Cady Vendors agreed to sell, and the Company agreed to acquire, 100% of the fully paid ordinary shares in the capital of Cady ("Acquisition" or "Transaction").

As contemplated under the Heads of Agreement, the Company, Cady and the Cady Vendors entered into a formal share sale agreement on 15 April 2011 with respect to the Transaction. A condition precedent to completion of the Transaction is that shareholders approve the Transaction.

The directors of the Company ("Directors") are of the opinion that the proposed Transaction is in the best interests of the Company and its shareholders and accordingly recommend shareholders vote in favour of resolutions 5 to 13 approving the Transaction ("Transaction Resolutions").

The Directors unanimously recommend that you vote in favour of the Transaction Resolutions based on the following reasons:

• since the current Directors were appointed under a recapitalisation proposal approved by shareholders in 2010, they have been actively seeking opportunities to return the Company to operation and enhance shareholder value. The Directors believe that the acquisition of Cady and Cady's assets, in particular Cady's coal bed methane hanging woman project in the Powder River Basin, Wyoming, USA ("Hanging Woman Project"), is such an opportunity;
• the independent expert, HLB Mann Judd Corporate (WA) Pty Ltd, has determined the proposed Transaction is fair and reasonable to the non-associated shareholders of the Company. Furthermore, for the purposes of preparing the Independent Expert's Report, HLB Mann Judd have engaged Robert A. King to prepare an Independent Valuation Report on the Hanging Woman Project, which has valued the Hanging Woman Project as follows:

Low Case Value	US$37,840,000
Preferred Case Value	US$47,930,000
High Case Value	US$60,544,000

This valuation is currently only based upon the 2P reserves associated with the Hanging Woman Project and the Directors believe that the project will be acquired on very good commercial terms for shareholders under the Transaction. The Directors believe that the Hanging Woman Project has substantial upside potential through additional acreage acquisition and the expansion of the size and certainty of the reserves;

• as a consequence of the change of activities to the oil and gas sector, the Company will be in an industry with strong demand and a greater opportunity for growth than the prior business;

• the new directors joining the Company as a part of the Transaction are well experienced industry professionals, who have a history developing growth stage energy companies;

• if the Company does not proceed with the proposed Transaction, its cash reserves will continue to be eroded by on-going administrative and corporate costs;

• the Company's securities have been suspended from trading on ASX as ASX has formed the view that the Company's current operations do not warrant the quotation of the Company's securities. If the Transaction Resolutions are passed, the Company will seek to satisfy any conditions imposed by ASX to lift the suspension on the Company's shares from quotation on ASX; and

• the Company needs to change and grow if it is to succeed as a listed company;

On completion of the Transaction, the Company plans to raise capital to fund the ongoing exploration and development of the Hanging Woman Project. The Company intends to do this by way of an entitlements issue to provide all post Transaction shareholders with the opportunity to increase their exposure to the new business going forward.

Yours sincerely

Steve Nicols Director

G R P C O R P O R A T I O N L I M I T E D

A B N 5 7 0 9 6 7 8 1 7 1 6

N O T I C E O F ANNUAL G E N E R A L M E E T I N G

NOTICE IS HEREBY GIVEN that an Annual General Meeting of members of GRP Corporation Limited ("GRP" or "Company") will be held at Nicols and Brien of Level 2, 350 Kent Street, Sydney NSW 2000 on Tuesday 7 June 2011 at 10.00am.

The accompanying Explanatory Memorandum, Proxy Form and Independent Expert's Report provide additional information relating to matters to be considered at the meeting, and form part of this Notice of Annual General Meeting.

Certain terms and abbreviations used in this Notice of Annual General Meeting and the accompanying Explanatory Memorandum have defined meanings which are explained in the accompanying Explanatory Memorandum.

A G E N D A

ORDINARY BUSINESS

ADOPTION OF ANNUAL FINANCIAL REPORT

To receive the Annual Financial Reports, including the declaration of Directors and accompanying reports of the Directors and auditors for the financial years ending 30 June 2008, 30 June 2009 and 30 June 2010.

1. RESOLUTION 1 - ADOPTION OF 2008 REMUNERATION REPORT

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

"To adopt the Remuneration Report as contained in the Annual Financial Report for the year ended on 30 June 2008"

2. RESOLUTION 2 - ADOPTION OF 2009 REMUNERATION REPORT

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

"To adopt the Remuneration Report as contained in the Annual Financial Report for the year ended on 30 June 2009"

3. RESOLUTION 3 - ADOPTION OF 2010 REMUNERATION REPORT

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

"To adopt the Remuneration Report as contained in the Annual Financial Report for the year ended on 30 June 2010"

4. RESOLUTION 4 - RE-ELECTION OF MR MARK ROWBOTTAM AS DIRECTOR

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

"That, Mr Mark Rowbottam who retires in accordance with rule 79(1) of the Constitution and, being eligible for re-election, be re-elected as a Director of the Company."

SPECIAL BUSINESS

5. RESOLUTION 5 - CONSOLIDATION OF CAPITAL

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

"That, subject to Resolutions 6 to 13 being passed, pursuant to and in accordance with section 254H of the Corporations Act and rule 51.1 of the Constitution and for all other purposes, the issued capital of the Company be consolidated on the basis that every twenty (20) Shares in the capital of the Company be consolidated into one (1) Share ("Consolidation") with the Consolidation taking effect on a date to be announced to the ASX in accordance with the requirements of the ASX Listing Rules, and where the number of Shares held by a member of the Company as a result of the Consolidation includes any fraction of a Share, those fractions be rounded up to the nearest whole number."

6. RESOLUTION 6 - APPROVAL OF CHANGE OF ACTIVITIES

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

"That, subject to Resolutions 5, and 7 to 13 being passed, pursuant to and in accordance with Listing Rule 11.1 and for all other purposes, the Company approves the change in nature of the Company's activities from a property development company to an oil and gas exploration and production company as set out in the Explanatory Memorandum."

The Company will disregard any votes cast on Resolution 6 by a person who might obtain a benefit, except a benefit solely in the capacity of a security holder, if Resolution 6 is passed, and any associate of those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by a person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

7. RESOLUTION 7 - ACQUISITION OF CADY ENERGY PTY LTD

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

"That, subject to Resolutions 5, 6 and 8 to 13 being passed, pursuant to and in accordance with item 7 of section 611 of the Corporations Act and for all other purposes, the Company:

(a) ratifies the execution by the Company of the Share Sale Agreement whereby the Company will acquire 90,000,000 fully paid ordinary shares in the capital of Cady Energy Pty Ltd ("Cady") (being 100% of the issued capital of Cady) from the Cady Vendors, as more particularly described in the Explanatory Memorandum, and the performance by the Company of its obligations under the Share Sale Agreement;

• (b) approves and authorises the Directors to allot and issue to the Cady Vendors, in accordance with the Share Sale Agreement referred to in paragraph (a) of this Resolution, a total of:
  • (i) 90,000,000 Shares (on a post-Consolidation basis); and
  • (ii) 11,250,000 Consideration Options (on a post-Consolidation basis); and
• (c) agrees to the acquisition by the Cady Vendors, by way of allotment of:
  • (i) 90,000,000 Shares (on a post-Consolidation basis) referred to in paragraph (b) of this Resolution; and
  • (ii) 11,250,000 Shares (on a post-Consolidation basis) on exercise of the Consideration Options referred to in paragraph (b) of this Resolution;

in each case on the terms and conditions more particularly described in the Explanatory Memorandum accompanying this Notice of Annual General Meeting."

Independent Expert's Report: Shareholders should carefully consider the Independent Expert's Report prepared by HLB Mann Judd Corporate (WA) Pty Ltd the purposes of the shareholder approval required under Section 611 Item 7 of the Corporations Act. The Independent Expert's Report comments on the fairness and reasonableness of the acquisition of Cady Energy Pty Ltd to the non-associated shareholders in the Company. HLB Mann Judd Corporate (WA) Pty Ltd has determined the Acquisition of Cady Energy Pty Ltd (and issue of the Shares and Consideration Options in consideration for the acquisition) is FAIR AND REASONABLE to the non-associated shareholders of the Company.

Voting Exclusion: The Company will disregard any votes cast on this Resolution by the Cady Vendors and any of their associates.

8. RESOLUTION 8 - AUTHORITY TO MAKE PLACEMENT OF SECURITIES

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

"That, subject to Resolutions 5 to 7, and 9 to 13 being passed, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, the Company approves and authorises the Directors to allot and issue up to 75,000,000 Shares (on a post-Consolidation basis) at an issue price of at least $0.20 each, to be issued and allotted pursuant to a prospectus, to such persons as the Directors in their absolute discretion may determine, and on the terms and conditions and in the manner set out in the Explanatory Memorandum accompanying this Notice."

The Company will disregard any votes cast on Resolution 8 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

9. RESOLUTION 9 – ELECTION OF A DIRECTOR – MR MURRAY DURHAM

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

"That, subject to Resolutions 5 to 8, and 10 to 13 being passed, for the purpose of rule 81(2) of the Constitution and for all other purposes, Mr Murray Durham, being eligible to act as a Director, be elected as a Director on and from completion of the Acquisition."

10. RESOLUTION 10 – ELECTION OF A DIRECTOR – MR SAXON PALMER

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

"That, subject to Resolutions 5 to 9, and 11 to 13 being passed, for the purpose of rule 81(2) of the Constitution and for all other purposes, Mr Saxon Palmer, being eligible to act as a Director, be elected as a Director on and from completion of the Acquisition."

11. RESOLUTION 11 – ELECTION OF A DIRECTOR – MR JOHN (GUS) SIMPSON

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

"That, subject to Resolutions 5 to 10, and 12 and 13 being passed, for the purpose of rule 81(2) of the Constitution and for all other purposes, Mr John (Gus) Simpson, being eligible to act as a Director, be elected as a Director on and from completion of the Acquisition."

12. RESOLUTION 12 – CHANGE OF COMPANY NAME

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

"That, subject to Resolutions 5 to 11, and 13 being passed, for the purpose of Section 157(1) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed from GRP Corporation Limited to "Cady Energy Limited" on completion of the Acquisition."

13. RESOLUTION 13 - ADOPTION OF A NEW CONSTITUTION

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

"That, subject to Resolutions 5 to 12 being passed, pursuant to Section 136(2) of the Corporations Act and for all other purposes, the Company adopts a new constitution in the form as signed by the Chairman of the Annual General Meeting for identification purposes, in lieu of the existing constitution of the Company, at the close of the Annual General Meeting."

BY ORDER OF THE BOARD

STEVE NICOLS Director Dated: 5 May 2011

Voting Entitlement

For the purposes of regulation 7.11.37 of the Corporations Regulations, all Shares of the Company that are quoted on the ASX at the close of business on Monday, 6 June 2011 shall, for the purposes of determining voting entitlements at the Annual General Meeting, be taken to be held by the persons registered as holding the Shares at that time.

Proxies

A member entitled to attend and vote at the Annual General Meeting of the Company may appoint a natural person as the member's proxy to attend and vote for the member at that meeting. If the member is entitled to cast 2 or more votes at the Annual General Meeting the member may appoint not more than 2 proxies. Where the member appoints more than one proxy the member may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the member's votes. A proxy may, but need not be, a member of the Company.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the registered office of the Company (Level 2, 350 Kent Street, Sydney NSW 2000, or by post to Level 2, 350 Kent Street, Sydney NSW 2000 or Facsimile (02) 9299 2239 if faxed from within Australia or +61 2 9299 2239 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Annual General Meeting in the place where the Annual General Meeting is being convened.

For the convenience of members a Proxy Form is enclosed with this Notice of Annual General Meeting.

Interdependent Resolutions

Resolutions 5 to 13 are interdependent and none of them will be given effect to unless all those Resolutions are passed by the requisite majority.

GRP CORPORATION L I M I T E D ABN 57 096 781 716

P R O X Y F O R M

The Company Secretary GRP Corporation Limited

By delivery:Level 2	By post:Level 2	By facsimile:+61 (0) 2 9299 2239
350 Kent StreetSYDNEY NSW	350 Kent StreetSYDNEY NSW
	I/We 1____________________________________________________________________________
	of _________________________________________________________________________ being a

member/members of GRP Corporation Limited and entitled to __________________________________

votes in the Company, hereby appoint 2

or failing him the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Nicols and Brien of Level 2, 350 Kent Street, Sydney New South Wales on Tuesday 7 June 2011 at 10.00am and at any adjournment thereof in the manner indicated below or, in the absence of indication, as he thinks fit. If 2 proxies are appointed, the proportion or number of votes of this proxy is authorised to exercise is ________% of the member's votes. (An additional Proxy Form will be supplied by the Company, on request).

_________________________________________________

INSTRUCTIONS AS TO VOTING ON RESOLUTIONS

The proxy is to vote for or against the resolutions referred to in the notice convening the Annual General Meeting, as follows:

If you do not wish to direct your proxy how to vote, please place a mark in each of the boxes under the heading "Chair". The Chair will be voting for the resolutions. By marking these boxes, you acknowledge that the Chair 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.

		For	Against	Abstain Chair
Resolution 1	Adoption of 2008 Remuneration Report
Resolution 2	Adoption of 2009 Remuneration Report
Resolution 3	Adoption of 2010 Remuneration Report
Resolution 4	Re-Election of Mr Mark Rowbottam as Director
Resolution 5	Consolidation of Capital
Resolution 6	Approval of Change of Activities
Resolution 7	Acquisition of Cady Energy Pty Ltd
Resolution 8	Authority to make Placement of Securities
Resolution 9	Election of Director – Mr Murray Durham
Resolution 10	Election of Director – Mr Saxon Palmer
Resolution 11	Election of Director – Mr John (Gus) Simpson
Resolution 12	Change of Company Name
Resolution 13	Adoption of a New Constitution

Authorised signature/s this section must be signed in accordance with the instructions overleaf to enable your voting instructions to be implemented.

Individual or Shareholder 1	Shareholder 2	Shareholder 3
Sole Director andSole Company Secretary	Director	Director/Company Secretary
______________________Contact Name	_______________________Contact Daytime Telephone	___________________Date
1Insert name and address of shareholder	2Insert name and address of proxy	*Omit if not applicable

Proxy Notes:

A member entitled to attend and vote at the Annual General Meeting of the Company may appoint a natural person as the member's proxy to attend and vote for the member at that meeting. If the member is entitled to cast 2 or more votes at the Annual General Meeting the member may appoint not more than 2 proxies. Where the member appoints more than one proxy the member may specify the proportion or number of votes each proxy is appointed to exercise. If such proportion or number of votes is not specified each proxy may exercise half of the member's votes. A proxy may, but need not be, a member of the Company.

You must sign this form as follows in the spaces provided:

Joint Holding: where the holding is in more than one name all of the holders must sign.

• Power of Attorney: if signed under a Power of Attorney, you must have already lodged it with the registry, or alternatively, attach a certified photocopy of the Power of Attorney to this Proxy Form when you return it.
• Companies: a Director can sign jointly with another Director or a Company Secretary. A sole Director who is also a sole Company Secretary can also sign. Please indicate the office held by signing in the appropriate space.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Representative" should be produced prior to admission. A form of the certificate may be obtained from the Company's Share Registry.

Proxy Forms (and the power of attorney or other authority, if any, under which the Proxy Form is signed) or a copy or facsimile which appears on its face to be an authentic copy of the Proxy Form (and the power of attorney or other authority) must be deposited at or received by facsimile transmission at the registered office of the Company (Level 2 350 Kent Street, Sydney, New South Wales or by post to Level 2 350 Kent Street, Sydney, New South Wales or Facsimile (02) 9299 2239 if faxed from within Australia or +61 2 9299 2239 if faxed from outside Australia) not less than 48 hours prior to the time of commencement of the Annual General Meeting in the place where the Annual General Meeting is being convened.

GRP CORPORATION L I M I T E D

ABN 57 096 781 716

E X P L A N A T O R Y M E M O R A N D U M

1. INTRODUCTION

This Explanatory Memorandum has been prepared for the information of members in GRP Corporation Limited ("GRP" or "Company") in connection with the business to be conducted at the Annual General Meeting of members to be held at Nicols and Brien of Level 2, 350 Kent Street, SYDNEY New South Wales, on Tuesday 7 June 2011 at 10.00 am ("Meeting").

This Explanatory Memorandum should be read in conjunction with the accompanying Notice of Annual General Meeting.

This Explanatory Memorandum deals with the following normal items of business to be considered at the Meeting:

• the presentation of the consolidated Annual Financial Reports of the Company for the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010;
• the adoption of the Company's Remuneration Reports as contained in the Annual Financial Reports of the Company for the financial years ended 30 June 2008, 30 June 2009 and 30 June 2010 (Resolutions 1 to 3); and
• the re-election of Mr Mark Rowbottam as a Director (Resolution 4).

This Explanatory Memorandum further deals with the following special items of business to be considered at the Meeting:

• the consolidation of the Company's share capital on the basis that every twenty Shares held be consolidated into one Share (Resolution 5);
• the change of activities of the Company to an oil and gas exploration and production company (Resolution 6);
• the acquisition of all the issued capital in Cady, and the issue of 90,000,000 Shares and 11,250,000 Consideration Options on a post-Consolidation basis to the Cady Vendors as consideration (Resolution 7);
• approval to place up to 75,000,000 Shares on a post-Consolidation basis at an issue price of at least $0.20 per Share (Resolution 8);
• the appointment of Messrs Murray Durham, Saxon Palmer and John (Gus) Simpson as Directors on and from completion of the Acquisition (Resolutions 9 to 11);
• the change of the Company's name from GRP Corporation Limited to Cady Energy Limited on completion of the Acquisition (Resolution 12); and
• the adoption by the Company of a new constitution (Resolution 13).

An Independent Expert's Report prepared by HLB Mann Judd Corporate (WA) Pty Ltd comments on whether the transaction the subject of Resolution 7 is fair and reasonable to the non-associated shareholders of GRP and has been prepared to comply with the requirements of item 7 of section 611 of the Corporations Act and ASIC Regulatory Guides 74, 111 and 112.

Shareholders should note that HLB Mann Judd Corporate (WA) Pty Ltd has concluded that the transaction the subject of Resolution 7 is fair and reasonable to the non-associated shareholders of GRP.

2. ANNUAL FINANCIAL REPORTS

The first item of the Notice of Annual General Meeting is to receive the Annual Financial Reports of the Company for the period ended 30 June 2008, 30 June 2009 and 30 June 2010, comprising the financial statements, Directors' report, declaration of Directors and independent audit report.

As detailed further below, the Company's securities were suspended from trading on the ASX on 9 May 2008 and the Company was in administration from 13 May 2010 to 4 November 2010. The Company did not prepare Annual Financial Reports nor hold Annual General Meetings for the 2008 and 2009 financial years at that time. Accordingly, the Company is presenting the 2008 and 2009 Annual Financial Reports, together with the 2010 Annual Financial Report at this Annual General Meeting.

No resolution is required in respect of this agenda item. However, it provides shareholders with the opportunity to ask questions of the Directors and auditors in relation to the Company's results for the financial years ending 30 June 2008, 30 June 2009, and 30 June 2010.

3. RESOLUTIONS 1 TO 3 – ADOPTION OF REMUNERATION REPORTS

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's Annual Report.

As noted above, the Company did not prepare Annual Financial Reports nor hold Annual General Meetings for the 2008 and 2009 financial years at that time. Accordingly, the Company is presenting the 2008 and 2009 Remuneration Reports, together with the 2010 Remuneration Report at this Annual General Meeting.

The Remuneration Report of the Company for the financial year ended 30 June 2008 is set out in pages 12 to 13 in the Directors' report contained in the Company's 2008 Annual Financial Report.

The Remuneration Report of the Company for the financial year ended 30 June 2009 is set out in pages 11 to 12 in the Directors' report contained in the Company's 2009 Annual Financial Report.

The Remuneration Report of the Company for the financial year ended 30 June 2010 is set out in pages 11 to 12 in the Directors' report contained in the Company's 2010 Annual Financial Report.

The Remuneration Report sets out the Company's remuneration arrangements for the executives and non-executive Directors and executive employees of the Company.

Shareholders should note that the voting on Resolutions 1 to 3 is advisory only and does not bind the Company or the Directors.

4. RESOLUTION 4 – RE-ELECTION OF MR MARK ROWBOTTAM AS DIRECTOR

Rule 79(1) of the Constitution requires that at the Company's Annual General Meeting one third of the Directors for the time being shall retire from office.

In accordance with rule 79(1) of the Constitution, Mr Mark Rowbottam retires as a Director and, being eligible, offers himself for re-election as Director of the Company.

Mr Rowbottam has undergraduate science qualifications and a Master of Business Administration with specialties in corporate administration and marketing. He is a Fellow of the Securities Institute of Australia and an active member of the Chartered Secretaries Australia.

Mr Rowbottam is an experienced corporate executive, advisor and company director. Mr Rowbottam has more than 15 years experience in the corporate finance arena and has been involved in a number of ASX capital raisings, mergers/acquisitions and corporate transactions in the energy and mineral resources sector.

5. BRIEF HISTORY OF THE COMPANY AND BACKGROUND TO RESOLUTIONS 5 TO 13

The Company was incorporated on 11 May 2001.

The Company's historical business operations involved property developments in New South Wales for both residential and commercial sectors.

The Company had a history of significant operating losses related to its property ventures and on 13 May 2010, Murray Godfrey of RMG Partners Business Solutions Sydney was appointed voluntary administrator of the Company ("Administrator"). Prior to this, the Company's securities were suspended from trading on the ASX on 9 May 2008.

A proposal for the recapitalisation of the Company was put forward on 13 August 2010 by an investment group Billabong Capital Partners Pty Ltd ("Billabong"), and the Company entered into a deed of company arrangement with Billabong and the Administrator pursuant to this proposal on this day. Shareholders voted in favour of this proposal at a shareholders meeting held on 4 November 2010. As part of the proposal, all the Directors of the Company at the time were removed, and the current Directors appointed, and funds raised as part of the proposal was used to remove the Company from administration.

After their appointment, the new Directors conducted a thorough assessment of the Company's property ventures and formed the view that a viable business did not exist. Accordingly, the Directors have been seeking opportunities in other industries for the Company to undertake.

The Company's securities remain suspended from trading on ASX. ASX has indicated that before the securities of the Company can be reinstated to official quotation, the Company must comply with the admission requirements of Chapters 1 and 2 of the Listing Rules which prescribe the conditions for official quotation.

As announced to ASX on 4 March 2011, the Company has entered into a binding heads of agreement ("Heads of Agreement") with all of the shareholders of Cady Energy Pty Ltd ("Cady") ("Cady Vendors") pursuant to which the Cady Vendors agreed to sell, and the Company agreed to acquire, 100% of the fully paid ordinary shares in the capital of Cady ("Acquisition" or "Transaction").

As contemplated under the Heads of Agreement, the Company, Cady and the Cady Vendors entered into a formal share sale agreement on 15 April 2011 with respect to the Transaction ("Share Sale Agreement"). A condition precedent to completion of the Transaction is that shareholders approve the Transaction.

Further details of the Transaction, Cady, Cady's assets and the Share Sale Agreement are set out below.

6. SUMMARY OF THE TRANSACTION

Set out below is an indicative timetable relating to the proposed transactions. All times are times in Perth, Western Australia (WST) unless otherwise noted.

Event	Date
Announcement of Acquisition	04 March 2011
Lodgement of Prospectus with the ASIC	31 May 2011
General Meeting to approve Acquisition	7 June 2011
Opening of Offer under the Prospectus	7 June 2011
Closing Date of Offer under the Prospectus	29 June 2011
Anticipated date the suspension of trading is lifted and the Company's securitiescommence trading again on ASX (as 'Cady Energy Limited')	7 July 2011

Summary of the Share Sale Agreement

The principal features of the proposed Transaction are as follows:

• (a) The Company will acquire all the issued capital of Cady in consideration for the issue and allotment of:
  • (i) 90,000,000 Shares on a post-Consolidation basis; and
  • (ii) 11,250,000 Consideration Options on a post-Consolidation basis,

(together, the "Consideration Securities").

• (b) The conditions precedent in the Share Sale Agreement include:

  • (i) completion by the Company of its due diligence investigations in relation to Cady and its assets and being satisfied in its absolute discretion with the results of the due diligence;
  • (ii) the shareholders of GRP approving in general meeting:
    • A. the Transaction;
    • B. the consolidation of the existing issued capital of the Company on a one for twenty basis;

• C. the ability of the Company to issue up to 75,000,000 Shares on a post-Consolidation basis to raise up to $15,000,000; and

• D. the issue of the Consideration Securities to the Cady Vendors as consideration under the Transaction;

such approvals to be obtained pursuant to:

• E. Listing Rules 7.1 and 11.1; and
• F. sections 254H and 611 of the Corporations Act; and
• (iii) GRP obtaining any other shareholder approvals that may be required under the Transaction (if any).

The ASX may determine that the Consideration Securities being issued pursuant to the Transaction will be classified as restricted securities for the purposes of the Listing Rules.

Consolidation

The Company will consolidate its existing share capital on a one for twenty basis.

The Important Dates that the Company will be following in accordance with Appendix 7A for the Consolidation of capital are as follows:

Company announces the capital consolidation by way of consolidating one (1) for twenty(20) Shares and fractions of Securities will be rounded up	7 June 2011
Record date to determine transfers on a pre-consolidated basis	16 June 2011
Registration of Securities on a post-consolidated basis	17 June 2011
Despatch Date	23 June 2011

As at the date of this Notice the Company's Securities remain suspended.

Capital Raising

GRP will be required to raise capital for the purposes of achieving its business objectives and satisfying the requirements of the Listing Rules in relation to the re-listing of its securities. Following the completion of the Transaction, the Directors intend to prepare a disclosure document to raise not less than $5,000,000 and up to $15,000,000 by way of the issue of Shares ("Capital Raising")

The Directors intend to conduct the Capital Raising by way of an entitlements issue of Shares to shareholders of the Company. The Cady Vendors will be entitled to participate in the entitlements issue by virtue of the Shares issued to them on completion of the Transaction. In order to provide flexibility for the Directors to raise funds (for example, in the event the Directors decide not to proceed with the entitlements issue, or if the amount raised under the entitlements issue is not sufficient for GRP to achieve its business objectives and satisfy the requirements of the Listing Rules in relation to the re-listing of its securities), the Directors are also seeking under Resolution 8, shareholder approval to raise up to $15,000,000 through the issue of up to 75,000,000 Shares at an issue price of at least $0.20 per Share. Further information on Resolution 8 is provided below.

Impact of Acquisition, Consolidation and Capital Raising on Capital Structure

The effect of the Acquisition, Consolidation and the Capital Raising (on an undiluted basis) on the capital structure of the Company (assuming $15,000,000 is raised under the Capital Raising) can be summarised as follows:

Shares	Pre-Consolidation	PostConsolidation
Shares on issue at the date of the Notice	201,213,444	10,060,672
Shares to be issued pursuant to Capital Raising (Resolution 8)	N/A	75,000,000
Shares to be issued to Cady Vendors (Resolution 7)	N/A	90,000,000
Total Shares	201,213,444	175,060,672

Options	Pre-ConsolidationExercise Price	PostConsolidationExercise Price	Expiry Date	PreConsolidation	PostConsolidation
Options on issueas at the date ofthe Notice	N/A	N/A	N/A	NIL	NIL
ConsiderationOptions to beissued to CadyVendors(Resolution 7) 1	N/A	$0.20	30 September2014	N/A	11,250,000
Total Options				NIL	11,250,000

Notes:

1. The Consideration Options issued on the terms and conditions set out in Schedule 1.

Pro Forma Balance Sheet

An unaudited pro forma balance sheet of the Company following completion of the Acquisition and Capital Raising is set out in both the Independent Expert's Report and Schedule 2 of this Explanatory Memorandum.

Impact of the Acquisition on the Company

Settlement of the Share Sale Agreement will result in the Company acquiring Cady and its interests in the Hanging Woman Project. The proposed Acquisition will result in various advantages and disadvantages to the Company which shareholders should consider prior to exercising their vote.

Advantages of Acquisition

The Directors consider that the key advantages to the Company and non-associated shareholders of the Acquisition are as follows:

• (a) the potential increase in market capitalisation of the Company following completion of the Acquisition and the associated Capital Raising may lead to increased coverage from investment analysts, access to improved equity capital market opportunities and increased liquidity, which are not currently present;
• (b) if the Company does not proceed with the proposed Acquisition, its cash reserves will continue to be eroded by on-going administrative and corporate costs;
• (c) since the current Directors of the Company were appointed under a recapitalisation proposal approved by shareholders in 2010, they have been actively seeking

opportunities to return the Company to operation and enhance shareholder value. The Directors believe that the acquisition of Cady and Cady's assets is such an opportunity; and

(d) the Company's securities have been suspended from trading on ASX as ASX has formed the view that the Company's operations do not warrant the continued quotation of the securities. If Resolutions 5 to 13 are passed, the Company will seek to satisfy any conditions imposed by ASX to lift the suspension on the Shares from trading on ASX, although there is no guarantee this will occur.

Shareholders should also consider the advantages of the Acquisition set out in the Independent Expert's Report.

Disadvantages of Acquisition

The Directors consider that the key disadvantages to the Company and non-associated Shareholders of completing the Acquisition are as follows:

• (a) the Company will be changing the nature of its activities from a property development company to an oil and gas exploration and production company, which may not be consistent with the objectives of all shareholders;
• (b) there are many risk factors associated with the change in nature of the Company's activities to an oil and gas exploration and production company. Some of these risk factors are set out further below;
• (c) current shareholders will have their interests in the Company diluted by the Acquisition, Capital Raising and any further equity funding undertaken by the Company;
• (d) there is no guarantee that exploration undertaken on the Hanging Woman Project by the Company will result in the discovery of mineral resources; and
• (e) proposed project timelines may not proceed as expected.

Shareholders should also consider the disadvantages of the Acquisition set out in the Independent Expert's Report.

Use of funds raised from the Capital Raising

The Company intends to apply funds raised pursuant to the Capital Raising ($15,000,000) as follows:

Use 1	Amount
	$
Drilling and Well Completion	6,780,000
Production Facilities	1,200,000
Land Acquisition Costs	400,000
Project Acquisition Costs	3,550,000
Working Capital and administration expenses	2,770,000
Expenses of the Offer	300,000

Total 1
---------	--

Notes:

1. It should be noted that the allocation of funds will be subject to modification based on the outcome and success of the exploration programs.

Risks – change of activities

Shareholders should be aware that if Resolutions 5 to 13 are approved, the Company will be changing the nature and scale of its activities to an oil and gas exploration and production company, and will become subject to various risk factors which do not necessarily apply to the Company at present. Based on the information available, a nonexhaustive list of risk factors associated with the Acquisition are as follows:

Risks relating to Oil and Gas Project

Exploration and Development Risks

The business of oil and gas exploration, project development and production, by its nature, contains elements of significant risk with no guarantee of success. Ultimate and continuous success of these activities is dependent on many factors such as:

• (a) the discovery and/or acquisition of economically recoverable reserves;
• (b) access to adequate capital for project development;
• (c) design and construction of efficient development and production infrastructure within capital expenditure budgets;
• (d) securing and maintaining title to interests;
• (e) obtaining consents and approvals necessary for the conduct of oil and gas exploration, development and production; and
• (f) access to competent operational management and prudent financial administration, including the availability and reliability of appropriately skilled and experienced employees, contractors and consultants.

Whether or not income will result from the projects undergoing exploration and development programs depends on successful exploration and establishment of production facilities. Factors including costs, actual hydrocarbons and formations, flow consistency and reliability and commodity prices affect successful project development and operations.

Drilling activities carry risk as such activities may be curtailed, delayed or cancelled as a result of weather conditions, mechanical difficulties, shortages or delays in the delivery of drill rigs or other equipment. In addition, drilling and operations include reservoir risk such as the presence of shale laminations in the otherwise homogeneous sandstone porosity.

Industry operating risks include fire, explosions, unanticipated reservoir problems which may affect field production performance, industrial disputes, unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment, mechanical failure or breakdown, blow outs, pipe failures and environmental hazards such as accidental spills or leakage of liquids, gas leaks, ruptures, discharges of toxic gases or geological uncertainty (such as lack of sufficient sub-surface data from correlative well logs and/or formation core analyses. The occurrence of any of these risks could result in legal proceedings against the Company and substantial losses to the Company due to injury or loss of life, damage to or destruction of property, natural resources or equipment, pollution or other environmental damage, cleanup responsibilities, regulatory investigation, and penalties or suspension of operations. Damage occurring to third parties as a result of such risks may give rise to claims against the Company.

There is no assurance that any exploration on current or future interests will result in the discovery of an economic deposit of oil or gas. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically developed.

Oil and Gas Price Volatility

The demand for, and price of, oil and natural gas is highly dependent on a variety of factors, including international supply and demand, the level of consumer product demand, weather conditions, the price and availability of alternative fuels, actions taken by governments and international cartels, and global economic and political developments.

International oil and gas prices have fluctuated widely in recent years and may continue to fluctuate significantly in the future. Fluctuations in oil and gas prices and, in particular, a material decline in the price of oil or gas may have a material adverse effect on the Company's business, financial condition and results of operations.

Reserves and Resource Estimates

Reserve and resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource and reserve estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional drilling and analysis the estimates are likely to change. This may result in alterations to development and production plans which may in turn, adversely affect the Company's operations.

Environmental Risks

The Company's activities will be subject to the environmental risks inherent in the oil and gas industry. The Company will be subject to environmental laws and regulations in connection with operations it may pursue in the oil and gas industry, which operations are currently in the United States. The Company intends to conduct its activities in an environmentally responsible manner and in accordance with all applicable laws. However, the Company may be the subject of accidents or unforeseen circumstances that could subject the Company to extensive liability.

Further, the Company may require approval from the relevant authorities before it can undertake activities that are likely to impact the environment. Failure to obtain such approvals will prevent the Company from undertaking its desired activities. The Company is unable to predict the effect of additional environmental laws and regulations that may be adopted in the future, including whether any such laws or regulations would materially increase the Company's cost of doing business or affect its operations in any area.

Competition

The Company will compete with other companies, including major oil and gas companies. Some of these companies have greater financial and other resources than the Company and, as a result, may be in a better position to compete for future business opportunities. Many of the Company's competitors not only explore for and produce oil and gas, but also carry out downstream operations on these and other products on a worldwide basis. There can be no assurance that the Company can compete effectively with these companies.

Regulatory

Changes in relevant taxes, legal and administration regimes, accounting practice and government policies may adversely affect the financial performance of the Company.

General Economic and Political Risks

Changes in the general economic and political climate in the United States, Australia and on a global basis that could impact on economic growth, the oil and gas prices, interest rates, the rate of inflation, taxation and tariff laws and domestic security which may affect the value and viability of any oil and gas activity that may be conducted by the Company.

Insurance

Insurance against all risks associated with oil and gas production is not always available or affordable. The Company will maintain insurance where it is considered appropriate for its needs however it will not be insured against all risks either because appropriate cover is not available or because the Directors consider the required premiums to be excessive having regard to the benefits that would accrue.

Potential Acquisitions

As part of its business strategy, the Company may make acquisitions of, or significant investments in, complementary companies or prospects although no such acquisitions or investments are currently planned. Any such transactions will be accompanied by risks commonly encountered in making such acquisitions.

Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify oil reserves, failure to achieve predicted well production flow rates, operational and technical difficulties encountered in production, difficulties in commissioning and operating plant and equipment, mechanical failure or plant breakdown, unanticipated reservoir problems which may affect field production performance, adverse weather conditions, industrial and environmental accidents, industrial disputes and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

Oil Reserves and Commercial Oil Flow

Oil reserves are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, oil reserves are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and commercial oil flow plans which may, in turn, adversely affect the Company's operations.

Commodity Price Volatility and Exchange Rate Risks

If the Company achieves success leading to mineral production, the revenue it will derive through the sale of commodities exposes the potential income of the Company to commodity price and exchange rate risks. Commodity prices fluctuate and are affected by many factors beyond the control of the Company. Such factors include supply and demand fluctuations for precious and base metals, technological advancements, forward selling activities and other macro-economic factors.

Furthermore, international prices of various commodities are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

General Company Risks

Additional Requirements for Capital

The Company's capital requirements depend on numerous factors. Depending on the Company's ability to generate income from its operations, the Company may require further financing in the future. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes as the case may be.

Economic Risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

Market Conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (a) general economic outlook;
• (b) interest rates and inflation rates;
• (c) currency fluctuations;
• (d) changes in investor sentiment toward particular market sectors;
• (e) the demand for, and supply of, capital; and
• (f) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the Shares. Therefore, the Shares carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

Proposed Directors

Upon completion of the Acquisition, Mr Steve Nicols and Mr Miguel Laborde (being members of the current board of Directors ("Board") will resign and Mr Murray Durham, Mr Saxon Palmer and Mr John (Gus) Simpson will be appointed to the Board. Further details of the proposed Directors are set out below.

Mr Murray Durham

Mr Durham is a geologist with over 25 years of international geoscience and senior management experience with large multi-national corporations, including Royal Dutch Shell Plc ("Shell"), BHP Billiton Limited ("BHP") and Apache Energy Limited ("Apache"). At BHP, Murray was Global Business Manager for the coal seam methane business. At Apache he was head of Oil and Gas Marketing and until October 2009, he responsible for marketing Australian crude oil and gas and managing the Apache's many gas supply agreements. Murray is currently an executive director of Red Sky Energy Ltd and a director of the Australian Pipeline Industry Association.

Mr Saxon Palmer

Mr Palmer is a geologist with over 20 years of international geoscience and senior management experience with BP Plc and BHP. At BHP, Saxon was most recently Exploration Manager (Australia/Asia) and, prior to this, as Portfolio Manager, he managed the company's largest discretionary budget (>$500mm per annum) for global exploration, appraisal and business development activities. Saxon has developed business, explored and appraised for oil and gas in many basins internationally. He is a graduate of the Advanced Management Program at the Wharton School of the University of Pennsylvania.

Mr John (Gus) Simpson

Mr Simpson has over 20 years of experience in the management of listed and unlisted mining companies with international operations. He is currently executive chairman of ASX listed Peninsula Energy Limited*.* He also has extensive experience in corporate finance and equity funding within the resources industry. Previously held positions include executive chairman of Etchell Capital Pty Ltd, Olea Australis Limited and executive director of Tanganyika Gold Limited, Panorama Resources NL and Australian Mineral Sands Limited.

Details of Cady Energy Pty Ltd

Cady is an Australian company based in Perth, focused on the commercial development of its 100% owned coal bed methane hanging woman project located in the Powder River Basin, Wyoming, USA ("Hanging Woman Project").

The 13,393 acre project was originally acquired and drilled by Kennedy Oil, an established private coal bed methane producing company based in Gillette, Wyoming.

Cady purchased the Hanging Woman Project from Kennedy Oil in June 2010. Thirty wells were drilled around 2007 and 16 of these wells have been completed for gas production and have been dewatering the 8m thick Roberts Coal formation for the past two years. A further 14 wells have been drilled and cased in shallower coals.

There is a total of 39m of coal in 14 seams intersected in the project area, with certified 2P reserves of 50Bcf of gas and 3P reserves of 65Bcf. In addition, the current total gas resource is 95Bcf. The Hanging Woman Project is initially focussed on development of the Roberts Coal formation which averages a thickness of more than 8m within the project area. A recent increase in gas production from this coal indicates that significant progress has been made in dewatering the coal around the production wells.

The near term work program will include the drilling of a minimum of 5 wells by the end of 2011 which will include a coring program that is expected to result in a significant reserve upgrade. Beyond this there is scope for more than 300 producing wells in the Roberts Coal formation and shallower coals with a production capacity of more than 40MMcf/day. The Hanging Woman Project is close to existing pipeline infrastructure with current spare capacity to take the project gas to market.

The current directors of Cady are Saxon Palmer and John (Gus) Simpson. As noted above, on completion of the Transaction, Messrs Palmer, Simpson and Durham will be appointed as on the board of Directors of GRP.

Competent Person Statement

In accordance with Chapter 5 of the Listing Rules, the geological information in this section of the Notice has been reviewed by Mr Saxon Palmer, a geologist and geophysicist with 22 years experience. He is a member of the American Association of Petroleum Geologists. Mr Palmer has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves". Mr Palmer has given his consent for the information in the form and content to which it appears.

4. RESOLUTION 5 – CONSOLIDATION OF SHARE CAPITAL

Background

Resolution 5 seeks shareholder approval to consolidate the Company's issued capital by consolidating every 20 existing Shares into one new Share. The Consolidation is proposed by the Company in order to reduce the number of Shares on issue.

As at the date of this Notice, the Company has 201,231,444 Shares on issue. Accordingly, if Resolution 5 is passed the number of Shares on issue will be reduced from 201,231,444 to approximately 10,061,572 following the Consolidation.

The Company does not currently have any options on issue.

Implementation of Consolidation

Resolution 5 seeks Shareholder approval to consolidate the Company's issued capital by consolidating every 20 existing Shares into one new Share thereby reducing the number of Shares on issue by approximately 191,152,772.

Section 254H of the Corporations Act provides that a company may, by resolution passed in general meeting, convert all or any of its shares into a larger or smaller number of shares.

Accordingly, if Resolution 5 is passed, every 20 existing Shares will be consolidated into one Share. The table below shows the number of Shares before and after the Consolidation.

Shareholders will hold the same proportion of the Company's Share capital and net assets before and after the Consolidation. The current rights attaching to the Shares will not be affected by the Consolidation.

As from the effective date of the Consolidation (such date to be announced to the ASX in accordance with the requirements of the Listing Rules), all holding statements for Shares will cease to have any effect except as evidence of entitlement to a certain number of post-Consolidation Shares.

After the Consolidation becomes effective, the Company will despatch a notice to Shareholders advising them of the number of Shares held by each Shareholder both before and after the Consolidation. The Company will also arrange for new holding statements to be issued to Shareholders.

Fractional Entitlements

The Consolidation will result in any Shareholder whose existing holding is not a multiple of 20 receiving a fraction of a Share. These fractional entitlements will be rounded up as part of the Consolidation, so that the consolidated holding will be rounded up to the nearest whole number.

Capital structure of the Company

Assuming the Company's capital structure as at the date of this Notice remains the same until the date of the meeting, the Company's capital structure before and after the Consolidation is and will be as follows:

	Pre Consolidation	Post Consolidation
Shares	201,213,444	10,060,672

Implementation of Consolidation

The Consolidation will take effect on a date to be announced to the ASX in accordance with the requirements of the Listing Rules ("Effective Date") in accordance with the following proposed reorganisation timetable:

Business Day	Event
0	Effective Date
1	Trading commences in the reorganised securities on a deferred
	settlement basis.
5	Last day for Company to register transfers on a pre-Consolidation
	basis.
6	First day for the Company to send a notice to each shareholder and
	the first day for the Company to register Shares on a post re
	organisation basis and first day for issue of holding statements.
	From now on, the Company must reject transfers accompanied by a
	certificate that was issued before the Consolidation.
10	Despatch date. Deferred settlement market ends.Last day for the
	Company to send notice to all shareholders. Last day for securities
	to be entered into the holders' security holdings.

5. RESOLUTION 6 - APPROVAL OF CHANGE IN ACTIVITIES

Resolution 6 seeks shareholder approval to a change in activities of the Company from a property development company to an oil and gas exploration and Production Company.

Listing Rule 11.1

Listing Rule 11.1 requires that the Company inform ASX of any proposed change in the scale or nature of its activities and the effect which this may have on the Company. Listing Rule 11.1 provides that ASX may require shareholder approval of the proposed change.

Suspension

As noted above, the Company's securities were suspended from quotation on ASX on 9 May 2008 in accordance with Listing Rule 17.3, pending the Company's compliance with Listing Rule 12.1. Listing Rule 17.3 gives ASX discretion to suspend an entity's securities in certain circumstances, and Listing Rule 12.1 provides that the level of an entity's operations must, in ASX's opinion, be sufficient to warrant the continued quotation of the entity's securities and its continued listing.

If the shareholders approve the proposed change in the nature of the Company's activities, then before the securities of the Company can be reinstated to official quotation, ASX has indicated that the Company must comply with the admission requirements of Chapters 1 and 2 of the Listing Rules which prescribe the conditions for official quotation. The Company will be required to issue a prospectus and successfully complete the Capital Raising referred to in this Explanatory Memorandum.

6. RESOLUTION 7 – ACQUISITION OF CADY

As noted above, Resolution 7 seeks shareholder approval for:

• ratification for the Company to enter into the Share Sale Agreement to purchase from the Cady Vendors all the issued capital of Cady; and
• the issue of 90,000,000 Shares and 11,250,000 Consideration Options on a post-Consolidation basis to the Cady Vendors.

Section 611 of the Corporations Act

Section 606 of the Corporations Act prohibits a person acquiring a relevant interest in issued voting shares in a company if, as a result of the acquisition, that person's or someone else's voting power in the company increases from less than 20% to more than 20%, or from a starting point that is above 20% and below 90%.

The voting power of a person in a body corporate is determined under Section 610 of the Corporations Act. The calculation of a person's voting power in a company involves determining the voting shares in the company in which the person and the person's associates have a relevant interest.

A person has a relevant interest in securities if they:

• (a) are the holder of the securities; or
• (b) have power to exercise, or control the exercise of, a right to vote attached to securities; or
• (c) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises us. If two or more people can jointly exercise one of these powers, each of them it taken to have that power.

A person/company ("first person") will be an "associate" of the other person/company ("second person") if:

• (a) the first person is controlled by the second person;
• (b) the first person controls the second person;
• (c) the first person is controlled by an entity that controls the second person;
• (d) the first person has entered or proposed to enter in a relevant agreement with the second person for the purposes of controlling or influencing the composition of the company's board or the conduct of the company's affairs; or
• (e) the second person is a person with whom the first person is acting, or proposing to act, in concert in relation to the company's affairs.

There are various exceptions to the prohibition in section 606, including under section 611 item 7 of the Corporations Act. Section 611 item 7 provides an exception to the prohibition in section 606, in circumstances where the shareholders of the company approve an acquisition of shares by virtue of an allotment or acquisition at a meeting at which no votes are cast by parties involved in the proposed acquisition, including their associates.

The Company has, subject to shareholders granting their approval to Resolutions 5 to 12 and the satisfaction of gaining approval of ASX for reinstatement of its securities to quotation, agreed to allot 90,000,000 Shares and 11,250,000 Consideration Options (on a post-Consolidation basis) (together, the "Consideration Securities") to the Cady Vendors as consideration, in the following proportions:

Cady Vendor	Cady sharesowned by	Shares to beissued to	ConsiderationOptions to be
	Cady Vendor	Cady	issued to Cady
		Vendor	Vendor
Sablet Pty Ltd ATF The Archard Palmer	1	1	-
Family Trust
Sablet Pty Ltd ATF The Archard Palmer	9,999,999	9,999,999	2,500,000
Family Trust
Etchell Capital Pty Ltd ATF Simpson	10,000,000	10,000,000	2,500,000
Superannuation FundRichard Stephen Simpson	7,000,000	7,000,000	2,250,000
Richard Stephen Simpson	2,000,000	2,000,000
FossimsJeanette Pty Ltd <fossims and<br="">Jeanette Superannuation Fund>	6,000,000	6,000,000	1,500,000
Keyport Investments Pty Ltd	1,000,000	1,000,000	125,000
Murray Durham	4,000,000	4,000,000	375,000
Anthony David Fitzgerald	3,000,000	3,000,000	-
Revolve Projects Pty Ltd	-	-	750,000
Kristen Leigh Dempster	5,000,000	5,000,000	1,250,000
Argonaut Investments Pty Ltd	3,000,000	3,000,000	-
Kennedy Oil	15,000,000	15,000,000	-
Andrew Roberts Superannuation Fund	2,000,000	2,000,000	-
Rassman Pty Ltd ATF The Shepherd	2,000,000	2,000,000	-
Trust
Redhill Partners PTE Ltd	2,000,000	2,000,000	-
Mulato Nominees Pty Ltd	1,400,000	1,400,000	-
Ian Gillings Superannuation Fund	1,000,000	1,000,000	-
Mr Craig Allan Russell and Mrs Tracy	1,000,000	1,000,000	-
Alexandra Russell <ca russell="" super<="" td="">
Fund A/C>
Bolo Pty Ltd ATF The Doncon Super	1,000,000	1,000,000	-
Fund
Bagnar Pty Ltd ATF DGP Superannuation	1,000,000	1,000,000	-
FundJames Henry Moullin	1,000,000	1,000,000	-
Cargan Nominees Pty Ltd <the ann<="" td="">1,000,0001,000,000-	1,000,000	1,000,000	-
Chappelle A/C>
Nutsville Pty Ltd <indust co="" electric="" f<="" s="" td="">1,000,0001,000,000-	1,000,000	1,000,000	-
A/C>
Pata Nominees Pty Ltd	1,000,000	1,000,000	-
Hopu Pty Ltd <the family<="" hamilton="" nd="" td="">1,000,0001,000,000-	1,000,000	1,000,000	-
A/C>
Grasmere Nominees Pty Ltd <the< td="">800,000800,000-</the<>	800,000	800,000	-
Grasmere A/C>

Austock Investments Pty Ltd	800,000	800,000	-
Peninsula Investments (WA) Pty Ltd	800,000	800,000	-
Fernland Holdings Pty Ltd	800,000	800,000	-
Secor Pty Ltd <sandover 1<="" family="" no="" td="">600,000600,000-	600,000	600,000	-
A/C>
Kings Park Capital Pty Ltd	500,000	500,000	-
Sunrock Pty Ltd <g fund<="" super="" td="" trettel="">500,000500,000-	500,000	500,000	-
A/C>
Edward Patrick Jacobson ATF Red	500,000	500,000	-
Venture
Yardie (WA) Pty Ltd <aw family<="" smith="" td="">400,000400,000-	400,000	400,000	-
Trust A/C>
John Paul Welborn	400,000	400,000	-
Carmichael Olowoyo	300,000	300,000	-
South West Property Holdings Pty Ltd	300,000	300,000	-
Salvatore Acquaviva <the acquaviva<="" sam="" td="">200,000200,000-	200,000	200,000	-
Family A/C>
Guy Peter Lyons	200,000	200,000	-
Deck Chair Holdings Pty Ltd	150,000	150,000	-
Mahsor Holdings Pty Ltd <rosham< td="">150,000150,000-</rosham<>	150,000	150,000	-
Family A/C>
Seaspin Pty Ltd	100,000	100,000	-
JevGold Pty Ltd ATF The Giorgi	100,000	100,000	-
Superannuation Fund
TOTAL	90,000,000	90,000,000	11,250,000

None of the Cady Vendors as noted above are related parties of the Company. The Company is seeking to rely on the exception in listing rule 10.12 Exception 6 in respect of this resolution.

Each of the Cady Vendors do not consider they will be associates once the Consideration Securities are issued and allotted and thus do not consider they will have a relevant interest in the Shares held by the other Cady Vendors following settlement pursuant to the Share Sale Agreement. However, shareholder approval under section 611 item 7 of the Corporations Act is sought pursuant to Resolution 7 because, at the time of settlement of the Share Sale Agreement when the Consideration Securities are allotted and issued, the Cady Vendors will be considered associates, and thus hold a relevant interest in each other's Shares, which will collectively exceed 20% of the issued capital of GRP.

A company is not required to obtain shareholder approval under Listing Rule 7.1 where shareholder approval is granted under item 7 of section 611 of the Corporations Act. Accordingly, shareholder approval to issue the Consideration Securities to the Cady Vendors under Resolution 7 is not required pursuant to Listing Rule 7.2 exception 16.

The following paragraphs set out information required to be provided to shareholders under ASIC Regulatory Guide 74. Shareholders are also referred to the Independent Expert's Report prepared by HLB Mann Judd Corporate (WA) Pty Ltd attached to this Explanatory Memorandum.

Identity of Persons who will hold a relevant interest in the Consideration Securities to be allotted

The identity of the acquirers are the Cady Vendors as noted above who will, at the point in time of allotment and issue of the Consideration Securities the subject of Resolution 7 have a relevant interest greater than 20% of the issued capital of GRP. Set out below is some further information about these persons:

• Mr Saxon Palmer, a director of Cady, is a director of Sablet Pty Ltd ATF the Archard Palmer Family Trust. As noted above, Mr Palmer will be appointed a Director of the Company on completion of the Transaction;
• Mr John (Gus) Simpson, a director of Cady, is a director of Etchell Capital Pty Ltd ATF Simpson Superannuation Fund. As noted above, Mr Simpson will be appointed a Director of the Company on completion of the Transaction;
• Mr Jonathan Whyte, the company secretary of Cady, is a director of Keyport Investments Pty Ltd; and
• Mr Murray Durham will be appointed a Director of the Company on completion of the Transaction as noted above.

The other parties are unrelated private investors.

Shares to which the allottees will be entitled immediately before and after the allotment

As at the date of this Explanatory Memorandum, the Cady Vendors do not have any entitlement to any other Shares. The table below sets out the percentage of voting power each Cady Vendor will obtain as a result of the approval of Resolution 7 and the issue of the Consideration Securities (including the allotment and issue of Shares on exercise of the Consideration Options) to the Cady Vendors (on an undiluted basis).

The following table shows voting power in the Company assuming:

• (a) the Share Sale Agreement proceeds to settlement in accordance with the terms of the Share Sale Agreement;
• (b) the Consolidation has occurred;
• (c) the Company does not issue any additional Shares other than pursuant to the Share Sale Agreement;
• (d) the Cady Vendors do not acquire any Shares or options in the Company other than the Consideration Securities (and, in the event the Capital Raising is conducted by way of an entitlements issue, the Shares issued to the Cady Vendors under the entitlements issue); and
• (e) in column 6, the voting power of the Cady Vendors assumes that the Capital Raising will be conducted solely by the placement of Shares the subject of Resolution 8, and that no Cady Vendors participate in this placement. In the event the Capital Raising is conducted solely by way of an entitlements issue, and assuming all shareholders take up their full entitlement under the entitlements issue, the voting power of the Cady Vendors post-Capital Raising will be the same as pre-Capital Raising, as set out in column 5.

Cady Vendor	Shares to be issued(on a postConsolidation basis)	Shares to beissuedassuming all	Totalnumber ofShares	Cady Vendorvoting powerin GRP (Pre -	Cady Vendorvoting powerin GRP (Post -
		ConsiderationOptions areexercised		CapitalRaising)%	CapitalRaising)%
Sablet Pty Ltd ATFThe Archard PalmerFamily Trust	1	-	1	-	-
Sablet Pty Ltd ATFThe Archard PalmerFamily Trust	9,999,999	2,500,000	12,499,999	11.23	6.71
Cady Vendor	Shares to be issued(on a postConsolidation basis)	Shares to beissuedassuming allConsiderationOptions areexercised	Totalnumber ofShares	Cady Vendorvoting powerin GRP (Pre -CapitalRaising)%	Cady Vendorvoting powerin GRP (Post -CapitalRaising)%
Etchell Capital PtyLtd ATF SimpsonSuperannuationFund	10,000,000	2,500,000	12,500,000	11.23	6.71
Richard StephenSimpson	7,000,000	2,250,000	9,250,000	8.31	4.96
Richard StephenSimpson	2,000,000		2,000,000	1.80	1.07
FossimsJeanette PtyLtd <fossims and<br="">JeanetteSuperannuationFund>	6,000,000	1,500,000	7,500,000	6.74	4.03
KeyportInvestments Pty Ltd	1,000,000	125,000	1,125,000	1.01	0.60
Murray Durham	4,000,000	375,000	4,375,000	3.93	2.35
Anthony DavidFitzgerald	3,000,000		3,750,000	3.37	2.01
Revolve ProjectsPty Ltd <hemA/C></hem	-	750,000	750,000	0.67	0.40
Kristen LeighDempster	5,000,000	1,250,000	6,250,000	5.61	3.35
ArgonautInvestments Pty Ltd	3,000,000	-	3,000,000	2.70	1.61
Kennedy Oil	15,000,000	-	15,000,000	13.48	8.05
Andrew RobertsSuperannuationFund	2,000,000	-	2,000,000	1.80	1.07
Rassman Pty LtdATF The ShepherdTrust	2,000,000	-	2,000,000	1.80	1.07
Redhill PartnersPTE Ltd	2,000,000	-	2,000,000	1.80	1.07
Mulato NomineesPty Ltd	1,400,000	-	1,400,000	1.26	0.75

Cady Vendor	Shares to be issued(on a post	Shares to beissued	Totalnumber of	Cady Vendorvoting power	Cady Vendorvoting power
	Consolidation basis)	assuming allConsiderationOptions are	Shares	in GRP (Pre -CapitalRaising)	in GRP (Post -CapitalRaising)
		exercised		%	%
Ian Gillings	1,000,000	-	1,000,000	0.90	0.54
Superannuation
Fund
Mr Craig Allan	1,000,000	-	1,000,000	0.90	0.54
Russell and Mrs
Tracy AlexandraRussell <ca< td=""></ca<>
Russell Super Fund
A/C>
Bolo Pty Ltd ATF	1,000,000	-	1,000,000	0.90	0.54
The Doncon Super
Fund
Bagnar Pty Ltd ATF	1,000,000	-	1,000,000	0.90	0.54
DGPSuperannuation
Fund
James Henry	1,000,000	-	1,000,000	0.90	0.54
Moullin
Cargan Nominees	1,000,000	-	1,000,000	0.90	0.54
Pty Ltd <the ann<="" td="">
Chappelle A/C>
Nutsville Pty Ltd	1,000,000	-	1,000,000	0.90	0.54
<indust co<="" electric="" td="">
S/F A/C>
Pata Nominees Pty	1,000,000	-	1,000,000	0.90	0.54
LtdHopu Pty Ltd <the< td="">1,000,000-1,000,0000.900.54</the<>	1,000,000	-	1,000,000	0.90	0.54
ND Hamilton
Family A/C>
Grasmere Nominees	800,000	-	800,000	0.72	0.43
Pty Ltd <the< td=""></the<>
Grasmere A/C>
Austock	800,000	-	800,000	0.72	0.43
Investments Pty Ltd
Peninsula	800,000	-	800,000	0.72	0.43
Investments (WA)
Pty Ltd
Fernland Holdings	800,000	-	800,000	0.72	0.43
Pty Ltd <celatoA/C></celato
Secor Pty Ltd	600,000	-	600,000	0.54	0.32
<sandover family<="" td="">
No 1 A/C>
Kings Park Capital	500,000	-	500,000	0.45	0.27
Pty Ltd
Sunrock Pty Ltd <g< td="">500,000-500,0000.450.27</g<>	500,000	-	500,000	0.45	0.27
Trettel Super Fund
A/C>

Cady Vendor	Shares to be issued	Shares to be	Total	Cady Vendor	Cady Vendor
	(on a postConsolidation basis)	issuedassuming all	number ofShares	voting powerin GRP (Pre -	voting powerin GRP (Post -
		Consideration		Capital	Capital
		Options are		Raising)	Raising)
		exercised		%	%
Edward Patrick	500,000	-	500,000	0.45	0.27
Jacobson ATF Red
Venture
Yardie (WA) Pty	400,000	-	400,000	0.36	0.21
Ltd <aw smith<br="">Family Trust A/C>
John Paul Welborn	400,000	-	400,000	0.36	0.21
Carmichael	300,000	-	300,000	0.27	0.16
Olowoyo
South West	300,000	-	300,000	0.27	0.16
Property Holdings
Pty Ltd <santorini< td=""></santorini<>
Super Fund A/C>
Salvatore	200,000	-	200,000	0.18	0.11
Acquaviva <the< td=""></the<>
Sam Acquaviva
Family A/C>
Guy Peter Lyons	200,000	-	200,000	0.18	0.11
Deck Chair	150,000	-	150,000	0.13	0.08
Holdings Pty Ltd
Mahsor Holdings	150,000	-	150,000	0.13	0.08
Pty Ltd <roshamFamily A/C></rosham
Seaspin Pty Ltd	100,000	-	100,000	0.09	0.05
JevGold Pty Ltd	100,000	-	100,000	0.09	0.05
ATF The Giorgi
Superannuation
Fund
TOTAL	90,000,000	11,250,000	101,250,000	90.96	54.34

The identity, associations and qualifications of proposed directors

Other than the Proposed Directors, the Company does not intend to appoint any new directors.

Future intentions of Acquirers for the Company

GRP understands that the Cady Vendors:

• (a) have no intention of making any changes to the business of the Company beyond those described in this Explanatory Memorandum, namely the exploration for, and production of, oil and gas;

• (b) propose to inject further capital into the Company via the Capital Raising;

• (c) intends to retain the present employees of the Company;

• (d) do not propose that any property be transferred between the Company and the Cady Vendors or any person associated with any of them; and

• (e) have no intention to otherwise re-deploy fixed assets of the Company.

Intentions regarding the financial or dividend policies of the Company

There is no present intention to change the Company's existing policies in relation to financial matters or dividends.

Are the allotments fair and reasonable?

The directors of the Company have commissioned HLB Mann Judd Corporate (WA) Pty Ltd to prepare a report on the question of whether the proposal is fair and reasonable to shareholders not associated with the Cady Vendors. That report is attached to this Explanatory Memorandum. Shareholders are urged to read the Independent Expert's Report.

HLB Mann Judd Corporate (WA) Pty Ltd concludes the proposal is fair and reasonable to the non-associated shareholders of the Company.

Recommendations of Directors

All the Directors are considered independent for the purposes of Resolutions 5 to 12, as they do not have any personal interest in the outcome of that resolution as they have the same interest as other non-associated shareholders to the extent they, or companies associated with them, hold Shares.

The Directors are of the opinion that the proposed Transaction is in the best interests of GRP and its shareholders and accordingly recommend shareholders vote in favour of Resolutions 5 to 12.

The Directors unanimously recommend that you vote in favour of the Resolutions based on the following reasons:

• since the current Directors were appointed under a recapitalisation proposal approved by shareholders in 2010, they have been actively seeking opportunities to return the Company to operation and enhance shareholder value. The Directors believe that the acquisition of Cady and Cady's assets, in particular the Hanging Woman Project owned by Cady, is such an opportunity;
• the independent expert, HLB Mann Judd Corporate (WA) Pty Ltd, has determined the proposed Transaction is fair and reasonable to the nonassociated shareholders of the Company. Furthermore, for the purposes of preparing the Independent Expert's Report, HLB Mann Judd Corporate (WA) Pty Ltd have engaged Robert A King to prepare an Independent Valuation Report on the Hanging Woman Project, which has valued the project as follows:

Low Case Value	US$37,840,000
Preferred Case Value	US$47,930,000
High Case Value	US$60,544,000

This valuation is currently only based upon the 2P reserves associated with the Hanging Woman Project and the Directors believe that the project will be acquired on very good commercial terms for shareholders under the Acquisition. The Directors believe that the Hanging Woman Project has substantial upside potential through additional acreage acquisition and the expansion of the size and certainty of the reserves;

• as a consequence of the change of activities to the oil and gas sector, the Company will be in an industry with strong demand and a greater opportunity for growth than the prior business;
• the new directors joining the Company as a part of the Transaction are well experienced industry professionals, who have a history developing growth stage energy companies;
• if the Company does not proceed with the proposed Transaction, its cash reserves will continue to be eroded by on-going administrative and corporate costs;
• the Company's securities have been suspended from trading on ASX as ASX has formed the view that the Company's current operations do not warrant the quotation of the Company's securities. If Resolutions 5 to 13 are passed, the Company will seek to satisfy any conditions imposed by ASX to lift the suspension on the Company's Shares from quotation on ASX; and
• the Company needs to change and grow if it is to succeed as a listed company;

No votes can be cast on Resolution 7 by the Cady Vendors or any associates of those persons.

Plans for the Company if the Acquisition does not proceed

If the Acquisition does not complete, the Company will continue to look for an alternate transaction or acquisition to add value to the Company.

7. RESOLUTION 8 – PLACEMENT OF SECURITIES

As noted above, GRP will be required to raise capital for the purposes of achieving its business objectives and satisfy the requirements of the Listing Rules in relation to the relisting of its securities. Accordingly, following the completion of the Transaction, the Company will conduct the Capital Raising.

The Directors intend to conduct the Capital Raising by way of an entitlements issue of Shares to shareholders of the Company. The Cady Vendors will be entitled to participate in the entitlements issue by virtue of the Shares issued to them on completion of the Transaction. In order to provide further flexibility for the Directors to raise funds (for example, in the event the Directors decide not to proceed with the entitlements issue, or if the amount raised under the entitlements issue is not sufficient for GRP to achieve its business objectives and satisfy the requirements of the Listing Rules in relation to the relisting of its securities), the Directors are also seeking shareholder approval under Resolution 8 to issue Shares.

Accordingly, Resolution 8 seeks shareholder approval pursuant to Listing Rule 7.1 for the issue of up to 75,000,000 Shares on a post-Consolidation basis at an issue price of not less than 20 cents each, to be issued and allotted at the discretion of the Directors.

Proceeds from the placement will predominantly be used to fund the exploration and development of the Hanging Woman Project, and for working capital purposes.

For the purposes of shareholder approval of the issue of the Shares and requirements of Listing Rule 7.3, the following additional information is provided:

• (a) the maximum number of Shares the Company can issue under Resolution 8 is 75,000,000 Shares;
• (b) the Company will issue the Shares no later than 3 months after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;
• (c) the Shares will each be allotted at an issue price of not less than 20 cents per Share;
• (d) the Shares will be allotted and issued to applicants at the discretion of the Directors. None of the subscribers will be related parties of the Company and no subscriber will hold an interest of 20% or greater in the capital of the Company as a result of the issue pursuant to the placement;
• (e) the Shares will be issued on the same terms as the Company's existing Shares; and,
• (f) the purpose of the issue is to provide funds for the exploration and development of the Hanging Woman Project, and for working capital purposes.

8. RESOLUTIONS 9 TO 11 – ELECTION OF DIRECTORS

Rule 80(1) (d) of the Constitution allows the Company to elect a person as a Director by resolution passed in general meeting. A Director elected at a general meeting is taken to have been elected with effect immediately after the end of the general meeting unless the resolution by which the Director was appointed or elected specifies a different time.

Subject to completion of the Acquisition, Mr Murray Durham, Mr Saxon Palmer and Mr John (Gus) Simpson will be appointed as Directors.

Resolutions 9, 10 and 11 seek the election of Mr Murray Durham, Mr Saxon Palmer and Mr John (Gus) Simpson as Directors with effect from the date of completion of the Acquisition. A summary of Messrs Durham, Palmer and Simpson is contained in section 6 of the Explanatory Memorandum.

9. RESOLUTION 12 – CHANGE OF COMPANY NAME

Resolution 12 seeks shareholder approval for the Company to change its name. Section 157 of the Corporations Act provides that a company may apply to change its name by the members of the company passing a special resolution to that effect.

It is proposed that the Company name be changed from GRP Corporation Limited to "Cady Energy Limited" with effect from the date of completion of the Acquisition.

10. RESOLUTION 13 – ADOPTION OF A NEW CONSTITUTION

A company may modify or repeal its constitution or a provision of its constitution by special resolution of shareholders.

Resolution 13 is a special resolution which will enable the Company to adopt a new Constitution in substitution for the existing Constitution of the Company.

The Company's existing Constitution was first adopted on 11 May 2001. The new Constitution to be adopted contains a number of provisions designed to promote the more efficient running of the Company, which should be of long term benefit to the Company and its Shareholders. It has been updated to reflect recent amendments to the Corporations Act and Listing Rules.

It is not practicable to list all of the changes to the Constitution in this Explanatory Memorandum and shareholders are invited to contact the Company if they have any queries or concerns. For this purpose, a copy of the proposed new constitution is available for review by shareholders at the office of the Company.

11. GLOSSARY OF TERMS

In this Explanatory Memorandum and the Notice of Annual General Meeting, the following expressions have the following meanings:

"Acquisition" or "Transaction" means the proposed acquisition of Cady by the Company from the Cady Vendors in accordance with the terms and conditions of the Share Sale Agreement;

"ASIC" means the Australian Securities and Investments Commission;

"ASX" means ASX Limited ACN 008 624 691 and where the context permits, the Australian Securities exchange operated by ASX Limited;

"Business Day" has the meaning ascribed to that term in the Listing Rules;

"Cady" means Cady Energy Pty Ltd ACN 139 961 809 of level 1, 477 Hay Street, Subiaco, Western Australia;

"Cady Vendors" means Sablet Pty Ltd ATF The Archard Palmer Family Trust, Etchell Capital Pty Ltd ATF Simpson Superannuation Fund, Richard Stephen Simpson, FossimsJeanette Pty Ltd , Keyport Investments Pty Ltd, Murray Durham, Anthony David Fitzgerald, Revolve Projects Pty Ltd <HEM A/C> , Kristen Leigh Dempster, Argonaut Investments Pty Ltd, Kennedy Oil, Andrew Roberts Superannuation Pty Ltd ATF Andrew Roberts Superannuation Fund, Rassman Pty Ltd ATF The Shepherd Trust, Redhill Partners PTE Ltd, Mulato Nominees Pty Ltd, Ian Gillings ATF Ian Gillings Superannuation Fund,, Melanie Gowlland ATF Ian Gilling superannuation Fund, Mr Craig Allan Russell WTF CA Russell Super Fund, Mrs Tracy Alexandra Russell <CA Russell Super Fund A/C>, Bolo Pty Ltd ATF The Doncon Super Fund, Bagnar Pty Ltd ATF DGP Superannuation Fund, James Henry Moullin, Cargan Nominees Pty Ltd <The Ann Chappelle A/C>, Nutsville Pty Ltd <Indust Electric Co S/F A/C>, Pata Nominees Pty Ltd, Hopu Pty Ltd <The ND Hamilton Family A/C>, Grasmere Nominees Pty Ltd <The Grasmere A/C>, Austock Investments Pty Ltd, Peninsula Investments (WA) Pty Ltd, Fernland Holdings Pty Ltd <Celato A/C>, Secor Pty Ltd <Sandover Family No 1 A/C>, Kings Park Capital Pty Ltd, Sunrock Pty Ltd <G Trettel Super Fund A/C>, Edward Patrick Jacobson ATF Red Ventures, Yardie (WA) Pty Ltd <AW Smith Family Trust A/C>, John Paul Welborn, Carmichael Olowoyo, South West Property Holdings Pty Ltd <Santorini Super Fund A/C>, Salvatore Acquaviva <the Sam Acquaviva Family A/C>, Guy Peter Lyons, Deck Chair Holdings Pty Ltd, Mahsor Holdings Pty Ltd <Rosham Family A/C>, and Seaspin Pty Ltd <Aphrodite A/C> and JevGold Pty Ltd ATF The Giorgi Superannuation Fund;

"Capital Raising" means the capital raising by the Company to raise at least $5,000,000 and up to $15,000,000 either way of an entitlements issue to Shareholders on completion of the Transaction, or by way of a placement of Shares the subject of Resolution 8, or a combination of both;

"Company" or "GRP" means GRP Corporation Limited ABN 57 096 781 716 (to be renamed Cady Energy Limited, subject to Resolution 12 being passed);

"Consideration Option" means an option to acquire a Share exercisable at $0.20 on or before 30 September 2014, the terms of which are contained in Schedule 1;

"Constitution means the Company's constitution;

"Consolidation" means Consolidation means the consolidation of the issued capital of the Company being the subject of Resolution 5.

"Corporations Act" means the Corporations Act 2001 (Cth);

"Directors" mean the directors of GRP from time to time;

"Annual General Meeting" or "Meeting" means the annual general meeting of shareholders of GRP convened by this Notice;

"Hanging Woman Project" means the coal bed methane project owned by Cady and located in the Powder River Basin, Wyoming, and USA;

"Independent Expert's Report" means the independent expert's report commissioned by the Directors and prepared by HLB Mann Judd Corporate (WA) Pty Ltd on whether Resolution 7 is fair and reasonable to the non-associated shareholders of the Company, annexed to this Notice Meeting as Annexure A;

"Listing Rules" means the listing rules of ASX;

"Notice" or "Notice of Annual General Meeting" means the notice of annual general meeting that accompanies this Explanatory Memorandum;

"Proposed Directors" mean the identified proposed Directors of the Company following completion of the Acquisition as set out in Section 6;

"Resolution" means a resolution referred to in the Notice of Annual General Meeting;

"Share" means a fully paid ordinary share in the capital of GRP; and

"Share Sale Agreement" means the share sale agreement for the sale of all the issued shares in Cady between the Company, Cady and the Cady Vendors dated 15 April 2011.

SCHEDULE 1

CONSIDERATION OPTION TERMS

The Options entitle the holder to subscribe for fully paid ordinary shares in GRP Corporation Limited ("Company") ("Shares") on the following terms and conditions:

• (a) Each Option gives the Option holder the right to subscribe for one Share. To obtain the right given by each Option, the Option holder must exercise the Options in accordance with the terms and conditions of the Options.
• (b) The Options will expire at 5.00 pm (AEST) on 30 September 2014 ("Expiry Date"). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.
• (c) Subject to paragraph (d) below, the amount payable upon exercise of each Option will be $0.20 ("Exercise Price").
• (d) The Options held by each Option holder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion. Where less than 1,000 Options are held, all Options must be exercised together.
• (e) An Option holder may exercise their Options by lodging with the Company, before the Expiry Date:
  • (i) a written notice of exercise of Options specifying the number of Options being exercised; and
  • (ii) a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised;

(Exercise Notice)

• (f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.
• (g) Within 10 business days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.
• (h) The Options are transferable.
• (i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.
• (j) The Company may apply for quotation of the Options on Australian Securities Exchange ("ASX"). If the Company is listed on ASX at the time of exercise, the Company will apply for quotation of all Shares allotted

pursuant to the exercise of Options on ASX within 10 business days after the date of allotment of those Shares.

• (k) If at any time the issued capital of the Company is reconstructed, all rights of an optionholder are to be changed in a manner consistent with the Corporations Act 2001 (Cth) and the ASX Listing Rules at the time of the reconstruction.
• (l) There are no participating rights or entitlements inherent in the Options and optionholders will not be entitled to participate in new issues of capital offered to shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 6 business days after the issue is announced. This will give optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.
• (m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

SCHEDULE 2

PRO-FORMA BALANCE SHEET

		Consolidated
	Market value31 Dec 2010 (persection 5.3)	ProformaMarket value31 Dec 2010
Current Assets
Cash	108,008	15,414,313
Receivables	7,778	7,778
	115,786	15,422,091
Non-Current Assets
Deferred exploration expenditure	-	47,930,000
	-	47,930,000
Total Assets	115,786	63,352,091
Current Liabilities
Payables	48,699	72,903
	48,699	72,903
Total Liabilities	48,699	72,903
Net Assets	67,087	63,279,188
No. of shares on issue (Proforma)Net asset backing per share		175,060,672$0.36

Shareholders should refer to Pro-forma Adjustments on page 20 of the independent expert's report

ANNEXURE A – INDEPENDENT EXPERT'S REPORT