REDCASTLE RESOURCES LIMITED — Capital/Financing Update 2003

Jan 23, 2003

SUPPLEMENTARY PROSPECTUS

GREAT PACIFIC CAPITAL LIMITED ACN 096 781 716

This is a supplementary prospectus in relation to the replacement prospectus issued by Great Pacific Capital Limited dated 22 October 2002. It must be read in conjunction with that replacement prospectus.

$\ddagger$ . Definitions

Company means Great Pacific Capital Limited.

Corporations Act means the Corporations Act 2001 (Cth) as amended.

Prospectus means the replacement prospectus issued by the Company dated 22 October 2002

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Supplementary Prospectus means this supplementary prospectus, being a supplementary prospectus to the replacement prospectus issued by the Company dated 22 October 2002.

Other defined terms used in this Supplementary Prospectus have the same meaning as in the Prospectus.

$2.$ Introductory Note

$2.1$ Supplementary Prospectus must be read in conjunction with Prospectus

This Supplementary Prospectus is dated 22 January 2003 and must be read in conjunction with the Prospectus.

The Prospectus, when read together with this Supplementary Prospectus, contains all the information that would be required by sections 710, 711 and 716 of the Corporations Act and does not contain any statement that is false or misleading.

The Prospectus and this Supplementary Prospectus contain detailed information about the Company and you should read both documents before deciding to invest. Any person who passes on to another person the Application Form attached to this Supplementary Prospectus (if any) must at the same time and by the same means give the other person complete and unaltered copies of the Prospectus and this Supplementary Prospectus.

$2.2$ Important Notice to Applicants who applied for Shares under the Prospectus

Applicants who applied for Shares under the Prospectus should take particular note of their right to withdraw their Application within one month as described in Section 5 of this Supplementary Prospectus.

$2.3$ ASIC and ASX take no responsibility

A copy of this Supplementary Prospectus was lodged with ASIC on 22 January 2003.

Neither ASIC nor ASX take any responsibility for the contents of this Supplementary Prospectus.

$31$ Update of Material Issues

$3.1$ Negotiations with ASIC on requirement for licence

ASIC has raised with the Company the view that the Company, a number of subsidiaries of the Company, or both may be required to hold an Australian financial services licence under the Corporations Act in order for the subsidiaries to issue promissory notes (for information about the issue of the promissory notes by the subsidiaries refer to pages 38-40 of the Prospectus). The Company is engaging in dialogue with ASIC in order to resolve this issue.

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$3.2$ Progress of ASX Listing Application

On 28 October 2002, the Company applied for Official Listing and quotation of its Shares on ASX.

On 29 November 2002, ASX declined the Company's application citing as one reason that it was not satisfied that the Company had an appropriate spread of shareholders and that the Company did not satisfy the shareholder spread requirements in ASX Listing Rule 1.1 Condition 7.

Subsequent to 29 November 2002, the Company sought additional Applicants in order to satisfy ASX that it had an acceptable spread of shareholders. As at the date of this Supplementary Prospectus, the Company has received 601 valid Applications pursuant to the Prospectus totalling $2,345,000.

The Company has re-applied to ASX for admission to the Official List in light of the additional Applicants.

At the date of this Supplementary Prospectus, ASX has not informed the Company that it has made any decision as to whether or not to admit the Company. ASX will require further information from the Company about the matters raised by ASIC (discussed at Section 3.1 above) and may also require updated financial information from the Company.

$\mathbf{A}_{\cdot}$ Extension of Offer

$4.1$ Application for waiver from ASIC

Section 723(3) and section 724(1) of the Corporations Act require that an entity's securities be admitted to quotation by ASX within 3 months of the date of a disclosure document.

ASIC has granted the Company a waiver from the operation of section 723(3) to permit the Company an extension of the 3-month period in which to have its securities admitted to quotation until 22 March 2003.

In accordance with the terms of the waiver and the Corporations Act, Applicants who have applied for Shares under the Prospectus have the right, which must be exercised within one month, to withdraw their Application and be repaid their Application Monies (see Section 5 of this Supplementary Prospectus below).

$4.2$ Extension of Closing Date

The Directors have extended the Closing Date of the Offer for a further period ending at 5:00pm on 14 March 2003.

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The Expiry Date of the Prospectus is 26 October 2003 and was incorrectly published in the Prospectus.

5. Right to Withdraw Applications

Under section 724(2)(b) of the Corporations Act, Applicants who applied for Shares under the Prospectus have the right, which must be exercised within one month, to withdraw their Application and be repaid their Application Monies.

Applicants under the Prospectus who wish to exercise the right to withdraw their Application and receive a refund of their Application Monies should write to:

Great Pacific Capital Limited Level 7 Kyle House 27-31 Macquarie Place Sydney NSW 2000

requesting the withdrawal of their Application and a refund of their Application Monies.

6. New Applications

Applications for Shares should be made on the Application Form attached to this Supplementary Prospectus (if any).

If you have already applied for Shares under the Prospectus and you do not wish to withdraw your Application in accordance with your rights described in Section 5 of this Supplementary Prospectus, you do not need to re-apply for those Shares.

7. Key Dates

Date of Prospectus:	22 October 2002
Date of this Supplementary Prospectus	22 January 2003
Revised Closing Date for Applications	14 March 2003
Deadline for ASX Quotation	22 March 2003

The above dates are indicative only and the Company reserves the right to extend or close the Offer early without notice.

Directors' Statement 8.

Each Director of the Company has consented in writing to the lodgment of this Supplementary Prospectus with ASIC.

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This Supplementary Prospectus has been duly signed on behalf of the Company.

This Supplementary Prospectus is dated 22 January 2003.

Danny Au-Yeung Director Great Pacific Capital Limited

ApplicationForm

GREAT PACIFIC CAPITAL LIMITED

ACN 096 781 716

Share Offer - under Supplementary prospectus dated 22 January 2003

This Application Form is important. If you are in doubt as to how to deal with it, please contact your stockbroker or professional adviser without delay. You should read the entire Prospectus carefully before completing the form.

Shares applied for

No of Shares	Price per Share	Total Application Money
	$1.00.
Must be a minimum of 2,000 Shares. Applications for more than 2,000 must be in multiples of 500 Shares.
Write your name here
Name of Applicant 1		Date of Birth (d/m/y)
Name of Applicant 2 or Account Name		Date of Birth (d/m/y)
Write your postal address here
PO Box / Street Number / Street Name
	$\frac{1}{2}$$\mathbb{R}^3$ . For
Suburb / TownStatePost Code
TelephoneFacsimile
Tax File Number and ABN Number
TFN of Applicant 1	TFN of Applicant 2	Exemption Category
ABN of Applicant 1	ABN of Applicant 2

Cheque payments details

Please fill out your cheque details and make your cheque payable to: Great Pacific Capital Limited Share Offer - Float Account

Name of drawer of cheque	Cheque No.	BSB No.	Account No.	Amount A$

Declaration

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I/We declare that this application is completed according to Statements on the reverse of this form and agree to be bound by the Constitution of Great Pacific Capital Limited.

Signature

Director

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Signature

Director/Secretary

Date

Date