MARKET RELEASE

15 January 2003

Great Pacific Capital Limited

Great Pacific Capital Limited has applied for admission to the official list of Australian Stock Exchange Limited and for quotation of its securities. It has been given a provisional ASX code. Provision of an ASX code and publication of the following information does not mean that the entity will be admitted or that its securities will be quoted.

Pam Ross Manager Company Announcements Office

14/01/03Newcomr.doc

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22 October 2002

for the issue of one million $1.00 Shares to raise $1.0 million

This Prospectus replaces the prospectuslodged by the Company with AustralianSecurities and Investments Commission on 26 September 2002.

Application Form 43

CorporateDirectory

Directors Alfred Wong, Chairman

Danny Au-Yeung Ivan Wong

Graham Werry

Company Secretary Edwin Yeung

Registered Office Great Pacific Capital Limited

Level 7 Kyle House 27-31 Macquarie Place Sydney NSW 2000

Telephone (02) 8220 9800 Facsimile $(02)$ 8220 9811

Investigating Accountants

Hall Chadwick Corporate (NSW) Limited

Level 29 St Martins Tower 31 Market Street Sydney NSW 2000

Telephone (02) 9263 2600 $(02)$ 9263 2800 Facsimile

Solicitors Eakin McCaffery Cox

Level 34 St Martins Tower 31 Market Street Sydney NSW 2000

Telephone (02) 9265 3000 Facsimile $(02)$ 9261 5918

Auditor

Hall Chadwick

Level 29 St Martins Tower 31 Market Street Sydney NSW 2000

Telephone (02) 9263 2600 Facsimile $(02)$ 9263 2800

Share Registrar

Computershare Investor Services Pty Ltd

Level 3, 60 Carrington Street Sydney NSW 2000

Telephone (02) 8234 5000 Facsimile $(02)$ 8234 5050

Sponsoring Broker Findlay & Co Stockbrokers Limited

Level 1 Kyle House 27-31 Macquarie Place Sydney NSW 2000

Telephone (02) 9251 9644 Facsimile (02) 9247 9342

Important Information

This Prospectus is a replacement prospectus and replaces the prospectus lodged by the Company with Australian Securities and Investments Commission on 26 September 2002. Investment in the Shares that are offered under this Prospectus should be considered speculative. Applicants should read this Prospectus in its entirety before deciding to apply for Shares. The Financial Information in respect of the Company is contained in Section 5. This includes the forecast financial performance for the period to 30 June 2003. Directors advise the assumptions underlying the financial forecast and the risk factors that could affect the financial performance of the Company should be examined before proceeding with any decision to invest. If, after reading this Prospectus, you have any questions as to how to deal with this Prospectus, you should contact your stockbroker, solicitor, accountant or professional adviser. Certain terms and abbreviations used in this Prospectus are defined in the Glossary, which can be found at Section 9 of this Prospectus.

This Prospectus was prepared and issued by Great Pacific Capital Limited. The Australian Securities and Investments Commission ("ASIC"), and the Australian Stock Exchange ("ASX"), take no responsibility for the contents of this Prospectus.

This Prospectus is dated 22 October 2002. The expiry date of this Prospectus is 19 November 2002. No Shares will be allotted or issued on the basis of this Prospectus after the expiry date of this Prospectus.

An application for admission of the Shares to quotation on the ASX will be

made within seven days after the date of the Prospectus. If permission to list is not granted within 3 months of the date of this Prospectus all application monies in respect of the Shares will be refunded without interest in accordance with the Corporations Act 2001 (Cth).

The Company will apply to the ASX to participate in the Clearing House Electronic Subregister System (CHESS). Accordingly, Shares certificates will not be provided to successful applicants. Following allotment, the Company will provide Shareholders with holding statements that set out the number of Shares allotted to each successful applicant in accordance with this Prospectus. That notice will also advise Shareholders of their Holder Identification Number and Sponsoring Issuer Number. An explanation of sale and purchase procedures under CHESS will accompany the notice. If there is a change in any shareholding during a month, the relevant Shareholder will receive a statement to that effect at the end of that month. That person may also require the Company to provide a statement at other times subject to payment of an administration fee.

A copy of this Prospectus was lodged with ASIC on 22 October 2002. As the Prospectus is a replacement prospectus no exposure period is required under section 727(3) of the Corporations Act 2001 in view of the operation of ASIC Class Order 00/169. Consequently, the Shares may be offered on and from the date of this Prospectus.

	Proposed Timetable
Opening Date	22 October 2002
	Closing Date 19 November 2002
Allotment ofShares	20 November 2002
Issue of
Shareholding
Statements	26 November 2002

All dates are indicative only and may change. Investors are encouraged to submit their applications as early as possible. The Directors reserve the right to close the Offer early, or extend the Closing Date, without prior notice.

This Prospectus does not constitute an invitation to make an offer to subscribe for or buy Shares or an offer of Shares in any place in which, or to any person to whom, it would not be lawful to do so. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and any person into whose possession this Prospectus comes (including nominees, trustees or custodians) who would, or otherwise intend to, forward this Prospectus to any jurisdiction outside Australia should seek appropriate advice before taking any action. The Shares have not been, and will not be, registered under the US Securities Act and may not be offered to be sold in the United States or to, or for the account of or benefit of, US Persons except in certain transactions exempt from the registration requirements of the US Securities Act. Accordingly, neither this Prospectus nor the Application Form may be sent to investors in the United States or otherwise distributed in the United States.

[Great Pacific|Capital Limited|Group Structure |

GREAT PACIFIC CAPITAL LIMITED GROUP STRUCTURE

	GPC No. 2 (Camperdown)Pty Ltd	GPC No. 1 (City Quarter)Pty Ltd
	ACN 098 693 835	ACN 097 126 326
	GPC No. 3 (Huntley) Pty Ltd
	ACN 098 541 783
	GPC No. 4 (North Sydney)Pty LtdACN 098 581 625

	GPC No. 5 (Wombarra) Pty LtdACN 099 122 942

	GPC No. 6 (Barrack Point)Pty Ltd
	ACN 100 020 639
Great Pacific Capital	GPC No. 7 Pty Ltd
Limited	ACN 100 425 303
ACN 096 781 716	GPC No. 8 (Bulli) Pty Ltd	GPC Bellambi Pty Ltd
	ACN 100 895 770	ACN 101 713 017
	GPC No. 9 (Turramurra)Pty LtdACN 101 560 472

	GPC No. 10 Pty LtdACN 101 713 008
	GPC No. 11 Pty Ltd
	ACN 101 744 745
	GPC No. 12 Pty Ltd
	ACN 101 802 804$\alpha$ , $\beta$ , $\beta$
	GPC No. 13 (Balmoral) Pty Ltd
	ACN 101 882 099

Principal Activities of wholly owned subsidiaries within Great Pacific Capital Limited Group

GPC No. 1 (City Quarter) Pty Ltd

ACN 097 126 326

Provide and manage the loan facilities in respect of the Camperdown Redevelopment Project.

GPC No. 2 (Camperdown) Pty Ltd

ACN 098 693 835

Issue the Promissory Notes to fund the loan facilities provided by GPC No. 1 in respect of the Camperdown Redevelopment Project.

GPC No. 3 (Huntley) Pty Ltd

ACN 098 541 783

Provide and manage a loan facility secured by a residential property in Vaucluse.

GPC No. 4 (North Sydney) Pty Ltd

ACN 098 581 625

Provide and manage loan facilities secured by a commercial property and a residential apartment in North Sydney.

GPC No. 5 (Wombarra) Pty Ltd

ACN 099 122 942

Pursue a proposed SEPP 5* property development project in Wombarra, near Wollongong.

GPC No. 6 (Barrack Point) Pty Ltd

ACN 100 020 639

Pursue a proposed SEPP 5* property development project in Barrack Point, near Shell Harbour.

GPC No. 7 Pty Ltd

ACN 100 425 303

Manage the temporary placement of funds before they are applied to specific funding projects undertaken by Great Pacific Capital Limited Group.

GPC No. 8 (Bulli) Pty Ltd

ACN 100 895 770

Manage the acquisition and operation of the coal mine infrastructure at Bellambi West Colliery.

GPC Bellambi Pty Ltd

ACN 101 713 017

Manage the acquisition and operation of the coal mine lease and real estate at Bellambi West Collierv.

GPC No. 9 (Turramurra) Pty 1td

ACN 101 560 472

Pursue a proposed SEPP 5* property development project in North Turramurra.

GPC No. 10 Pty Ltd

ACN 101 713 008

Acquire and manage the proposed development of the Huntley site into a championship golf facility combined with a hotel and rural residential allotments.

GPC No. 11 Pty Ltd

ACN 101 744 745

Provision of subordinated finance for various property related transactions.

GPC No. 12 Pty Ltd

ACN 101 802 804

Provision of subordinated finance for various property related transactions.

GPC No. 13 (Balmoral) Pty Ltd

ACN 101 882 099

Provide and manage a loan facility secured by a residential property in Balmoral.

* SEPP 5 is a reference to State Environmental Planning Policy No. 5 - Housing for Older People or People with a Disability.

SECTION 1

Chairman's

Dear Investor,

On behalf of the Directors I invite you to invest in Great Pacific Capital Limited by participating in this public offering of Shares.

This offer is to provide further capital for the Company to take advantage of any existing and potential business opportunities after a successful year of operation. The past twelve months have been an exciting and rewarding period for our young company. We have achieved a net profit after income tax of $1.47 million and increased the Group's net asset to $4.32 million after our first year of operation.

At present several members of the Group have entered into agreements to provide finance or expended funds in respect of a number of property projects, including:

The provision of finance for the staged redevelopment of the former Royal Alexandra Hospital for Children at Camperdown, New South Wales into approximately 870 residential dwellings and 1000 sqm of commercial space.

The agreement involves the Company's subsidiary providing a subordinated loan facility of $16.3 million for a term expiring on 30 December 2003.

The purpose of the facility is to assist in the funding of the land acquisition, infrastructure and some construction costs of the first section of the project (Stages 1, 2A, 2B and 3) comprising 464 apartments. The construction of Stage 1 was completed in March 2002. Construction of Stage 2A commenced in November 2001 and is scheduled to be completed in April 2003. Stage 2B which involves the conversion of the heritage buildings into 38 apartments, was commenced in March 2002 and is due to be completed in February 2003. Construction of Stage 3 was commenced in August 2002. The successful marketing campaign for this project achieved presales with a total value of $121.5 million for Stages 2 and 3 prior to the commencement of construction of Stage 3.

1. The acquisition of an option to purchase a 427.7 hectare site known as the "Huntley and Avondale Collieries" near Dapto in the Illawarra region with the intention of developing a championship golf facility combined with a hotel resort, a medium density residential component and rural residential allotments. A member of the Group also provided a $1.5 million loan facility secured over the site.
1. In April 2002, a member of the Group provided a $1.5 million investment loan secured by mortgages over a commercial building and a residential property in North Sydney valued at $16 million.

The Group is also pursuing several development applications for SEPP5 (over 55's) projects in metropolitan Sydney and in beachside suburbs of Wollongong and Shell Harbour where our research indicates strong demand for this product and inadequate supply.

With all these exciting projects, the Company is seeking to consolidate its position as a niche player in the development of structured finance products to assist in funding residential and commercial property development and infrastructure projects.

The success of the Company in the past twelve months demonstrates the Company's ability to focus on its objective and deliver results. The Company will continue to target projects where costs exceed $5 million and where demonstrable profits are above average. The major portion of the funding required for these projects is typically provided by way of senior bank debt with the Company providing a subordinated debt facility up to a maximum of 20% of project hard costs (land and construction costs).

In this Prospectus you will find detailed information about the Company, its prospects and business activities. I urge you to read it carefully in order to enable you to make an informed investment. However, this Prospectus should not be constructed as investment advice, and you should seek independent financial advice before deciding to acquire shares in the Company.

On behalf of the Board of Directors of the Company, I commend this investment to you and look forward to welcoming you as a shareholder.

Yours Sincerely,

Alfred Wong Chairman

SECTION 2

$2.1$ The Offer
Restricted Securities $2.2$
Purpose of the Offer andUse of Proceeds of Issue $2.3$
2.4 Opening and Closing of the Subscription List
No Underwriting 2.5
Financial Forecast 2.6
2.7 Risk Factors
2.8 Dividend Policy
2.9 How to Apply for Shares
2.10 Allotment of Shares
2.11 ASX Listing

2.1 THE OFFER

Under this Prospectus, the Company offers for subscription:

• 1,000,000 Shares at an issue price of $1.00 per share to raise $1,000,000 with the right to take over-subscriptions of a further 1,000,000 Shares to raise an additional $1,000,000.

The Offer is open to all potential investors in the Company who receive this Prospectus within Australia. Shares applications must be for a minimum of 2,000 Shares and thereafter in multiples of 500 shares.

Capital Structure	Number
Shares on Issue prior to Offer	10,000,000
Shares Issued in this Prospectus	1,000,000
Total Shares on Issue after offer	11,000,000
Offer price per Share	$1.00
Market capitalisation at offer price	$11,000,000.00
Profit after tax for financial period ending 30 June2002	$1,472,736.00
Earnings per share for financial period ending30 June 2002	414.70
Forecast profit after tax for financial year ending30 June 2003	$3,387,000.00
Forecast earnings per share for financial year ending30 June 2003	¢30.80
Total Options on Issue	10,000,000

These options were issued to the Directors of the Company prior to the date of this Prospectus on terms described in Section 8.8.3 of this Prospectus. They are not to be listed on the ASX.

All Shares on issue will have the same voting right and dividend entitlement.

The Options to purchase Shares are exercisable at $2.50 any time prior to 30 June 2004.

2.2 RESTRICTED SECURITIES

It is anticipated that 2.5 million existing shares (of the 10 million shares on issue at date of this Prospectus) may be escrowed for such a period as determined by the ASX from the date of listing. Securities which are subject to

escrow provisions imposed by the ASX under its Listing Rules are known as Restricted Securities. This means that none of these 2.5 million Shares will be able to be sold during the specified period. None of the Shares to be issued pursuant to this Prospectus will be Restricted Securities.

2.3 PURPOSE OF THE OFFER AND USE OF PROCEEDS OF ISSUE

Purpose of the Offer

The purpose of the offer is:

To provide funds for the growth of the Company;
To satisfy current and future working capital expenditures; and

To raise capital to meet administrative costs to achieve a listing on ASX.

Use of Proceeds of Offer

Description	Amount $
Estimated Prospectus
and issue costs	100,000.00
Working capital	900,000.00
Total proceeds
from offer	1,000,000.00

2.4 OPENING AND CLOSING OF THE SUBSCRIPTION LIST

Applications for Shares may be lodged on or after the Opening Date. The subscription list will open on the Opening Date and will remain open until the Closing Date. The Offer may be closed early (such as in the event of an over-subscription) or may be extended, without notice.

2.5 NO UNDERWRITING

The Offer is not being underwritten.

2.6 FINANCIAL FORECAST

The financial forecasts, which are incorporated in the financial information at Section 5, are based upon assumptions concerning future events. As such, when reading the forecasts or analysing that part of the financial information which is based on the forecasts, investors should be aware of these underlying assumptions. An explanation of the assumptions upon which the forecasts are based

is contained in Section 5.3 of this Prospectus.

2.7 RISK FACTORS

Key risks associated with an investment in the Company are described in Section 6 of this Prospectus.

2.8 DIVIDEND POLICY

The Directors had decided not to distribute dividends for the financial period ended 30 June 2002 as they considered it to be prudent to retain all of the profits from the first year's operations. The Directors intend to distribute dividends in subsequent years subject to the provisions of the Corporations Act 2001 and the Constitution and ongoing cash requirements. No assurances in relation to payment or amount of future dividends or franking credits attaching to such dividends can be given. The payment of any dividend and the level of any franking is dependent on a range of factors, including future earnings, financial position, investment opportunities and the taxation position of the Company. The Company does not intend to establish a dividend reinvestment plan.

2.9 HOW TO APPLY FOR SHARES

Application for Shares offered under this Prospectus must be made on the Application Forms accompanying this Prospectus.

Applications must be for a minimum of 2,000 Shares and thereafter in multiples of 500. Completed Application Forms must be accompanied by payment of $1.00 per Share.

Application Forms must be forwarded to:

Great Pacific Capital Limited Share Offer

Level 7, Kyle House 27-31 Macquarie Place Sydney NSW 2000

PO Box R1608 Royal Exchange NSW 1225

OR

Great Pacific Capital Limited Share Offer

C/- Computershare Investor Services Pty Limited Level 3, 60 Carrington Street Sydney NSW 2000

GPO Box 7045 Sydney NSW 1115

Completed Application Forms may be lodged at any time after the Opening Date, but no later than the Closing Date. Cheques, in Australian dollars, must be made payable to "Great Pacific Capital Limited Share Offer -Float Account" and crossed "Not Negotiable". Instructions for the completion and lodgement of Application Forms are set out on the Application Forms.

2.10 ALLOTMENT OF SHARES

Application monies for Shares offered under this Prospectus will be held in a trust account until

allotment of those shares. If the Offer does not proceed, all application monies will be returned in full, without interest. The Directors will proceed with allotment of Shares as soon as possible after the Closing Date. The Directors reserve the right to reject any applications and to allot a lesser number of Shares than applied for. If the number of Shares allotted is less than the number applied for, the surplus application monies will be returned to the Applicant as soon as practicable, without interest.

It is the responsibility of Applicants to determine their allocation prior to trading in shares. Applicants trading shares before they receive their shareholder statements will do so at their own risk.

2.11 ASX LISTING

The Company will be applying for admission to the Official List and for quotation of the Shares on the ASX. If granted, Official Quotation will commence as soon as practicable after the allotment of the Shares to Applicants. The ASX takes no responsibility for the contents of this Prospectus. The fact that the ASX may admit the Company to its Official List is not to be taken in any way as an indication that the ASX has endorsed the merits of the Company.

If the Company is not admitted to the Official List of the ASX and the Shares offered under this Prospectus are not granted

Official Quotation within 3 months after the date of this Prospectus, all Application Monies will be refunded without interest to Applicants within the time prescribed by the Corporations Act 2001 (Cth).

SECTION 3

$3.1$ Overview
Directors' Experience $3.2$
Business Model $3.3\phantom{0}$
Management Structure $3.4$
$3.5$ Access to Funds

3 | BusinessOverview

3.1 OVERVIEW

The Company's objective is to position itself as a niche player in the property sector of the investment financing industry in Australia. Its primary focus will be in the development of structured finance products and in particular the provision of subordinated debt facilities to assist in funding residential and commercial property development and infrastructure projects.

These facilities are regarded as quasi capital and are usually provided to bridge the gap between senior debt and owners' equity. In terms of distinction, senior debt facilities are generally secured by a first ranking mortgage or charge whilst subordinated debt facilities are secured by a second ranking mortgage or charge. The higher risk profile attaching to a subordinated debt facility gives rise to a significantly higher return.

The past twelve months have been an exciting and rewarding period for the Company. The Group has achieved a net profit after income tax of $1.47 million and increased the Group's net assets to $4.32 million after our first year of operation.

At present several members of the Group have entered into agreements to provide finance or expended funds in respect of a number of property projects, including:

The provision of $16.3 million of mezzanine finance by GPC No. 1 (City Quarter) Pty

Limited for the staged redevelopment of the former Royal Alexandra Hospital for Children at Camperdown, New South Wales into approximately 870 residential dwellings and 1000 sqm of commercial space.

1. The acquisition by GPC No.10 Pty Limited of an option to purchase a 427.7 hectare site known as the "Huntley and Avondale" Collieries near Dapto in the Illawarra region with the intention of developing a championship golf facility combined with a hotel resort, a medium density residential component and rural residential allotments. GPC No.11 Pty Limited also provided a $1.5 million loan facility secured over the site.
1. The provision by GPC No. 4 (North Sydney) Pty Limited of a $1.5 million investment loan secured by mortgages over a commercial building and a residential property in North Sydney valued at $16 million.
1. The acquisition of sites and the pursuit of several development applications for SEPP5 (over 55's) projects in metropolitan Sydney and in beachside suburbs of Wollongong and Shell Harbour where our research indicates strong demand for this product and inadequate supply.

The Company will continue to target projects where costs exceed $5 million and where demonstrable profits are above average. The

major portion of the funding required for these projects is typically provided by way of senior bank debt with the Company providing a subordinated debt facility up to a maximum of 20% of project hard costs (land and construction costs).

Management follows comprehensive due diligence procedures, credit policies and risk analysis guidelines to assess these business opportunities. This is to ensure the Company manages the downside collateral risk whilst maximising the return on funds invested.

3.2 DIRECTORS' EXPERIENCE

Mr Alfred Wong

Mr Alfred Wong (Non-Executive Chairman) has considerable experience in the development, funding and management of major residential, commercial and hotel property projects in Australia. This experience has been gained in his role as Managing Director of the Great Pacific Financial Group of companies ("GPFG") and as Non-Executive Chairman of the Pacific International Hotel Group.

The GPFG is involved in five areas of operations, being:

Finance and mortgage lending;
Property development and investment;
Hotel and serviced apartment investment:
Infrastructure development and investment; and
Title and company searching.

Mr Wong, as founder and Managing Director of the GPFG, continues to provide the outstanding leadership which has steered the GPFG from a company with little more than a vision to a group of companies with well over $1 billion assets under management.

The GPFG, under the direction of Mr Wong, has over the past eight years successfully completed over $200 million in property development projects in New South Wales. These include 114 serviced apartments at 433 Kent Street, Sydney, 230 serviced apartments and hotel suites at 1 Valentine Avenue, Parramatta and 146 resort apartments at The Entrance. More recently he has been involved in the development of a 103 unit residential complex at 176 Victoria Avenue, Chatswood. All these projects required a substantial level of equity and debt with a portion of equity in each project being syndicated amongst two or three substantial investors.

In the course of his property development business Mr Wong has developed close working relationships with builders such as Barclay Mowlem, St Hilliers and DBC. The main providers of senior debt facilities have been Credit Agricole Indo- Suez and Permanent Trustees. In addition Great Pacific Finance Pty Ltd, part of the GPFG, has over $250 million of residential and commercial mortgages under management and this business is facilitated via origination agreements with Adelaide Bank,

Macquarie Securitisation Limited, AMS Limited and Interstar.

Mr Danny Au-Yeung

Mr Danny Au-Yeung (Director and Chief Executive Officer designate) has considerable experience in all aspects of arranging and structuring debt facilities for medium to larger size property developments in Australia.

Mr Au-Yeung's company, Master Mortgage International Pty Ltd, has over the past five years successfully acted as an arranger and manager of both senior debt and mezzanine debt facilities for property development projects ranging in gross realisation values between $3 million and $20 million.

In the course of its business Master Mortgage has developed good business relationships with Colonial Bank and Howard Finance. In addition it has sourced funds from various professional investors for the purpose of arranging a number of subordinated debt facilities. Master Mortgage has now established a solid reputation amongst the Sydney property development community for its ability to structure and arrange senior debts and subordinated debt packages to assist property developers.

The experience of both Mr Alfred Wong and Mr Danny Au-Yeung is complimented by the experience and expertise that Mr Graham Werry brings to the Company.

Mr Graham Werry

Mr Graham Werry has twenty years experience in law and property development. He established his own legal practice in 1984 concentrating on commercial and business law, property and finance.

He established his own property development companies, Weriton Pty Limited in 1992 and Weriton Properties Pty Limited in 1997. Under his directorship, these companies have completed over 25 medium density residential projects with a gross realisation value in excess of $50 million. All these projects have been funded using personal equity, institutional loans and joint venture arrangements with landowners.

3.3 BUSINESS MODEL

The subordinated debt facilities provided by the Group will typically be for a term of between 6 to 24 months. These facilities are usually drawn down in stages with interest capitalised and payable conjunctively with the principal amount upon maturity. The target interest rate on the Company's loan facilities is in the range of 25% to 35%.

The Group intends to target projects with development costs in excesss of $5 million. Accordingly the size of loan facilities provided by the Group are expected to be between $1 million and $10 million though may exceed that amount in some cases. These facilities will generally be secured by second or other subordinated

mortgage over a specified property or project while further security will be taken in the form of limited corporate and personal guarantee.

Comprehensive due diligence procedures, credit policies and risk assessment guidelines have been established by the Company to ensure the Group is able to manage all identifiable financial and collateral risk whilst maximising the return on funds invested.

With the experience and knowledge accumulated by its Directors in structuring and arranging both senior and subordinated debt facilities and the access to funds through private investors, new equity and medium term banking facilities, the Group will develop its capacity to take a major position in the provision of such facilities in the future.

The Company intends to promote its and the Group's business through the Company's existing network of finance brokers, real estate agents, accountants, lawyers, builders and developers. The Company also proposes to develop strategic alliances and joint syndication arrangements with other banks and institutions operating in this sector of the investment banking industry.

3.4 MANAGEMENT STRUCTURE

The executive management team will comprise Danny Au-Yeung (Chief Executive Officer), Graham Werry (Credit Administration), Ivan Wong (Information Systems)

and Edwin Yeung (Company Secretary and Financial Controller). (See Section 4 for summary resumes on the Executive Directors.)

Mr Au-Yeung will be responsible for managing and overseeing the operations of the Company; developing the Company's business and policies and procuring new business and new business relationships for the Company.

Mr Werry will manage the credit administration and capital raising in respect of projects undertaken by the Company and the legal compliance aspects of the Company as well as identifying business opportunities for the Company.

Mr Au-Yeung and Mr Werry's nominee company have entered into three year service agreements with the Company to provide full time management services to the Company (see Section 8 for terms and conditions).

Mr Wong will manage the information technology systems of the Company and Mr Yeung will maintain the financial and statutory records and monitor the financial performance of the Company.

3.5 ACCESS TO FUNDS

The Group raises and intends to continue to raise funds for its activities by issuing promissory notes. These financial instruments will be issued to raise funds as and when required to finance specific projects as determined by

the Group. The promissory notes are secured by a floating charge over the assets of particular Group member which provides the facility for a specific project. These security arrangements are encapsulated in trust deeds signed by the relevant Group member and the security agent. Further details of the trust deed and the terms of the promissory notes are discussed in Section 8.5.2 of this Prospectus.

Over the longer term, the Company intends to access new source of finance from investors and medium term bank facilities in order to reduce its overall cost of funds and to ensure long term profitable growth.

Corporate Governance $4.1$
$4.2$ Directors' Profiles

4 Directors andCorporateGovernance

4.1 CORPORATE GOVERNANCE

The Board presently comprises four Directors. Under the Company's constitution, the maximum number of Directors is seven or such other number approved by the shareholders. The minimum number is three. At each Annual General Meeting, any Director who has held office for three years, and any director who is appointed by the Directors in the preceding year, must retire and is then eligible for re-appointment.

The quorum for a Directors' meeting is two. The Chairman has a casting vote at Directors' meetings unless there are only two Directors present.

The Board monitors the business affairs of the Company on behalf of its shareholders, by whom they are elected and to whom they are accountable. In recognition of this responsibility, the Board has resolved to adopt a corporate governance policy designed to encourage Directors to focus their attention on accountability, risk management and ethical conduct.

The Board will seek to ensure that it has an appropriate level and combination of expertise and experience. Where necessary, a Director with the approval of the Chairman may seek independent professional advice from external advisers.

Issues of substance affecting the Group are to be considered by the Board, with advice from external professional advisers as required.

The Directors must declare any conflict of interest when it arises and those Directors with a conflict will excuse themselves from the meeting and will not vote on any resolutions pertaining to a matter where there is a material personal interest.

The Company has formed an Audit Committee with members appointed by the Board. The role of the Audit Committee is to assist the Board in ensuring the maintenance of satisfactory internal controls throughout the Company and the fulfilment of its responsibilities under the Corporations Act 2001 (Cth), and other statutory obligations. The Audit Committee is to review the performance of the external auditors and meet with them to review the audit plans, reports emanating out of the audit, material changes in accounting policy and other matters of relevance. It will investigate any matter within its terms of reference and retain external advisers to assist in the conduct of any investigation where necessary.

The Company has formed a Due Diligence Committee with members appointed by the Board. The role of the Due Diligence Committee is to assist the Board in assessing the commercial viability of specific development projects and the integrity and financial standing of prospective borrowers.

The Due Diligence Committee will be responsible for the collection, compilation and verification of all information required in respect

of both specific projects and prospective borrowers.

A comprehensive manual outlining the Company's due diligence procedures has been approved by the Board.

The key elements of this manual can be summarised as follows:

1. Detailed checklist designed to ascertain the commercial parameters of a project.
1. Detailed checklist designed to ascertain the trading history and financial standing of a prospective borrower.
1. Detailed checklist of independent reports and valuations required to support the evaluation process.
1. Inhouse research and investigation of the viability of proposed development projects based on the type of development, geographic location, demographic and other factors.
1. Inhouse evaluation of the financial viability of projects including a review of the proposed funding structure and senior debt requirements.

The Company has formed a Credit Committee with members appointed by the Board. The role of the Credit Committee is to assess finance proposals in accordance to the Company's credit policies and risk management guidelines and make recommendations to the Board. It is expected that the Board will

delegate some level of approval authority to the Committee.

A comprehensive manual outlining the Company's credit policies and risk management guidelines has been approved by the Board.

The key elements of this manual can be summarised as follows:

1. Amount advanced to any borrower will be no more than 25% of total funding base. For this purpose the funding base will mean the sum total of shareholders funds plus finance raised from the public. Initially it is recognised the Company will not comply with this requirement. It is expected within two years of the start of the Company's business operations after an increase in the number of projects being funded it will meet this requirement.
1. Amount advanced must be secured by a mortgage over real property.
1. Prospective borrowers must have a proven history in successful completion of property development projects.
1. Residential, commercial and industrial properties will be considered for financing.
1. With respect to loan to value ratios, the Company will not lend more than an amount which when aggregated with other borrowings would result in total borrowings on a particular development project

greater than 90% of the total land and construction cost.

1. Prospective borrowers must have a certain level of equity in the project and must demonstrate that the level of contractually binding pre-sales are sufficient to retire all senior debt or are satisfactory for other compelling reasons.
1. The Company is adverse to taking construction risk and all advances will be subject to construction being undertaken by major building companies under "turnkey" or head contract agreements.

4.2 DIRECTORS' PROFILES

Alfred is the Founder and the Managing Director of the Great Pacific Financial Group. He established the Great Pacific Financial Group in 1992 to spearhead his entry into the mortgage securitisation market as a mortgage originator. Currently Great Pacific Financial Group has well in excess of $1 billion in assets under management and is involved in five areas of operations, being:

Finance and mortgage lending;
Property development and investment;
Hotel and serviced apartment investment;
Infrastructure development and investment; and
Title and company searching.

Alfred migrated to Australia some 15 years ago and graduated at the Australian Graduate School of Management in the University of New South Wales in 1988 with a masters degree in business administration. A year later, he successfully completed the

Danny Au-Yeung Executive Director

professional qualification ASIA with the Securities Institute of Australia.

He had held a number of senior management positions in leading financial institutions and banks in Australia including as Strategic Planning Manager with Capita Financial Group and Chief Manager in Strategic Planning with State Bank New South Wales.

Alfred is the Non-Executive Chairman and a major shareholder in Pacific International Hotels Group.

Danny has over 15 years accounting and finance experience receiving his formal accountancy training in Ernst & Young Hong Kong Office. Danny migrated to Australia in the mid-eighties and began his career in Sydney working in senior positions with Australian Financial Institutions, including as Senior Internal Auditor in State Street Australia Limited (a global share investment custodian bank), Senior Internal Auditor and Financial Controller in Capita Financial Group (a life insurance and fund management company).

In 1992 Danny, in conjunction with Alfred Wong, established the Great Pacific Financial Group. Danny sold his interest in 1997. In 1995 he established Master Mortgage International Pty Ltd, a company specialising in the origination and management of residential and commercial mortgages.

Master Mortgage International Pty Ltd has over the past five years successfully acted as an arranger and manager of both senior debt and mezzanine debt facilities for

property development projects with end values of between $3 million and $20 million.

In the course of its business Master Mortgage has developed good business relationships with Colonial Bank and Howard Finance. In addition it has sourced funds from various professional investors for the purpose of arranging a number of subordinated debt facilities. Master Mortgage established a solid reputation amongst the Sydney property development community for its ability to structure and arrange senior debts and subordinated debt packages to assist property developers.

Danny is a fellow of the Association of Chartered Certified Accountants (UK) and a CPA of the Australian Society of Certified Practicing Accountants.

Ivan Wong Non-Executive Director

Ivan is an Executive Director of Great Pacific Financial Group and is Chief Executive of Universal Title Searchers. Universal Title Searchers is a company under the Great Pacific Financial Group. It complements the Group's other property related activities by providing a specialised service in real property and company searches. It is one of only a handful of accredited information brokers. with direct on-line access to the databases operated by the New South Wales and Victoria Land Title Offices and the Australian Securities and Investment Commission.

Under the direction of Ivan, this company developed a software package which is highly advanced in electronic information transfer, combining old and new in the application of advanced technology to a traditional but essential title search function.

He graduated with first class honours in computer science at the University of Queensland in 1987, majoring in Information Systems.

Ivan has extensive experience in the IT industry. He gained specialised knowledge from his involvement in the research and development of a SQL-Based Database Management System.

Graham Werry Executive Director

Graham has twenty years experience in law and property development. He established his own legal practice in 1984 concentrating on commercial and business law, property and finance.

His firm has acted as a panel solicitor for several banks and financial institutions. The firm also developed a mortgage practice with funds contributed by high net worth individuals.

The projects undertaken by these companies have been funded using personal equity, institutional loans and joint venture arrangements with landowners.

Graham holds a Bachelor of Arts and Bachelor of Laws from the University of New South Wales and

was accredited as a Business Law Specialist by the Law Society of New South Wales in 1993.

Edwin started his career with Coopers & Lybrand in Hong Kong in 1982. Edwin migrated to Australia in 1987 rejoining Coopers & Lybrand in their Parramatta office in Sydney.

Since then he has held senior accounting and internal audit positions with Clyde Industries Limited, NRMA Insurance Limited, Mercantile Mutual and AMP General Insurance.

Edwin is registered as an Australian Company Auditor.

He is a fellow of the Association of Chartered Certified Accountants (UK) and a CPA of the Australian Society of Certified Practicing Accountants.

SECTION 5

$5.1$ Historical Financial Information
$5.2$ Forecast Financial Information
Summary of KeyAssumptions in Preparing $5.3$ the Forecasts
Sensitivity Analysis 5.4

5.1 HISTORICAL FINANCIAL INFORMATION

5.1.1 Consolidated Statement of Financial Performance

Set out below is the audited Consolidated Statement of Financial Performance of Great Pacific Capital Limited and its controlled entities for the period from 11 May 2001 to 30 June 2002.

	Consolidated
	$2002($ $)
Interest income	7,007,848
Interest expense	(3,594,635)
Net interest income	3,413,213
Fee and commission income	786,775
Fee and commission expense	(221,261)
Net fee and commission income	565,514
Other income	658
Lease expense	(4,348)
Depreciation and amortisation expense	(242, 557)
Other expenses from ordinary activities	(1,443,774)
Profit from ordinary activities before income	2,288,706
Income tax expense relating to ordinary activities	(815,970)
Net profit attributable to members of the parent entity	1,472,736
Total changes in equity other than those resulting from transactions with owners as owners	1,472,736

5.1.2 Consolidation Statement of Financial Position

Set out below is the audited Consolidated Statement of Financial Position of the Group as at 30 June 2002 together with a Proforma Consolidated Statement of Financial Position for the Group as at the close of this Prospectus.

Statement of Financial Position as at 30 June 2002
Assets	Notes	Actual - 2002	Proforma 2002
Cash and liquid assets		5,252,749	6,152,749
Receivables		8,309,576	8,309,576
Loans	$\overline{2}$	15,230,253	15,230,253
Deferred tax assets		725,697	725,697
Investment securities		112,500	112,500
Other assets		161,764	161,764
Property, plant and equipment		987,818	987,818
Intangible assets		766,666	766,666
Total Assets		31,547,023	32,447,023
Liabilities
Payables		2,956,193	2,956,193
Current tax liabilities		26,394	26,394
Provision - annual leave		12,590	12,590
Borrowings	3	22,713,838	22,713,838
Deferred tax liabilities		1,515,272	1,515,272
Total Liabilities		27,224,287	27,224,287
Net Assets		4,322,736	5,222,736
Equity
Share capital	4	2,850,000	3,750,000
Retained profits		1,472,736	1,472,736
Total Equity		4,322,736	5,222,736

, in the BSG and a medicing the state $\beta$ in the state of a set $\beta$

The key assumptions in preparing the Proforma Statement of Financial Position are as follows:

• Raising of $$1,000,000$ as detailed in this Prospectus.

$\label{eq:1} \left\langle \phi_{\alpha}(\cdot) \right\rangle = \left\langle \phi_{\alpha}(\cdot) \right\rangle + \left\langle \phi_{\alpha}(\cdot) \right\rangle \left\langle \phi_{\alpha}(\cdot) \right\rangle$

• Cost of the raising is estimated at $100,000.

5.1.3 NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation of financial statements

The above consolidated statement of financial performance and consolidated statement of financial position have been prepared in accordance with Accounting Standards, in particular Accounting Standard AASB1032: Specific Disclosure by Financial Institutions, other authoritative pronouncements of the Australia Accounting Standard Board, Urgent Issues Group Consensus Views and the Corporations Act 2001.

These statements have been prepared on an accruals basis and are based on historical costs and do not take into account changing money values, or, except where stated, current valuations of noncurrent assets. Cost is based on the fair values of the consideration given in exchange for assets.

2. Loans Loans to developers and borrowers Maturity analysis:

Longer than 3 and not longer than 12 months

Longer than 1 and not longer than 5 years

	1 ) ,2 ) ,2 ,2 ,2
Loans are all secured by mortgages over land, residentialand commercial properties and guarantee from borrowers.These mortgages are usually subordinate to first rankingmortgages.
3. Borrowings
Bank loan - secured	659,995
Promissory notes	22,053,843
	22,713,838
Maturity analysis:
Not longer than 3 months	1,085,000
Longer than 3 and not longer than 12 months	500,000
Longer than 1 and not longer than 5 years	21,128,838
	22,713,838

Bank loan is secured by first mortgage over the consolidated entity's land and building.

The promissory notes are repayable at various maturity dates and secured by floating charges over assets of the controlled entities issuing these notes. Interest is payable monthly in arrears with rates ranging from 7% per annum to 9% per annum.

Bonus payments with rates ranging from 8% to 14% are payable upon maturity of the promissory notes.

15,230,253

500,000

14,730,253

$\frac{15}{15}$ 220.252

4. Share Capital

Share capital is made up of	$
1,000,000 Shares issued at $0.50 each	500,000
1,000,000 Shares issued at $1.00 each topurchase GPC No.1 (City Quarter) Pty Ltd	1,000,000
2,500,000 Shares issued to Directors, in considerationfor their services in establishing the business, at adeemed value of 5 cents each	125,000
2,000,000 Shares issued to Surich Investments Limited(Surich) in consideration for their service as underwriterfor the Initial Public Offer in July 2001, at a deemedvalue of 5 cents each	100,000
2,500,000 Shares issued to Surich in considerationfor them agreeing to the cancellation of the subscriptionagreement, at a deemed value of 5 cents each	125,000
$1,000,000$ Shares issued at $1.00 each tosophisticated investors	1,000,000
1,000,000 Shares issued at $1.00 from this Prospectus	1,000,000
Less: cost of raising	(100,000)
Total share capital	3,750,000

The 7,000,000 Shares issued to Surich and Directors have a deemed value of 5 cents each. The deemed value of 5 cents per share is adopted to reflect the market value of fee for underwriting the issue of 1,000,000 shares and Directors' fee for managing the affairs of a public company of similar size. This value also includes the amount as consideration for Surich agreeing to cancel its arrangement to raise funding for the Company in respect of a previous prospectus issued by the Company dated 5 July 2001.

The deemed value of these shares is classified as deferred expenses to

match the benefits provided to the Company if the Company were to pay for such services.

The deferred expense totalling $125,000 for the cancellation of the subscription agreement was written off immediately in the financial year ended 30 June 2002 as the Company did not proceed with the transaction for the issue of redeemable preference shares in the Company pursuant to that agreement. The balance comprising $225,000 is to be written off over a three year period which reflect the period that the Company is expected to enjoy the benefits of such services. During the financial

year ended 30 June 2002, out of this total value of $225,000, $68,750 was written off.

5.2 FORECAST FINANCIAL INFORMATION

This section contains a summary of the Company's reviewed forecast operating results for the year ended 30 June 2003 ("Forecasts").

This information should be read together with the assumptions underlying their preparation as set out in this Section, business and investment risks as set out in Section 6, the Investigating Accountant's Report in Section 7 and other information contained in this Prospectus.

The Forecasts reflect the Directors best estimate of future operating results based upon revenue to be earned from contracts entered into by the Company as at the date of this Prospectus and events management expect to occur in relation to business costs.

The Directors believe that the contracts provide a reasonable basis upon which to include these Forecasts on the basis that they are derived from "best-estimate" assumptions. Each of the key best-estimate assumptions used in preparing the Forecasts are included in Section 5.3 of this Prospectus.

The Forecasts have been independently reviewed by the Investigating Accountant. The Investigating Accountant's Report in Section 7 of this Prospectus

concludes that nothing came to the attention of the Investigating Accountant during their review which cause them to believe that the key assumptions set out in the Prospectus below do not provide a reasonable basis for the Forecasts.

The assumptions on which the Forecasts are based could however differ in quantum and timing with material consequential impact on the forecast results.

Summary of Forecasts

The Forecasts have been prepared by the Company and independently reviewed for their reasonableness by the Investigating Accountant.

Statement of FinancialPerformancefor the year ended
30 June 2003	$000
Revenue	11,658
Operating profit beforeincome tax	5.042
Tax expense	(1,655)
Operating profit after tax	3,387

5.3 SUMMARY OF KEY ASSUMPTIONS IN PREPARING THE FORECASTS

The summary of key assumptions used in preparing the Forecasts are outlined below and should be read in conjunction with the risk factors outlined in Section 6 of this Prospectus.

5.3.1 General Assumptions

• The issue is fully subscribed and

proceeds have been received at the close of the Prospectus.

The Company does not enter into any other material contracts during the forecast period.
There are no further issues of securities during the forecast period apart from those outlined in this Prospectus.
There are no changes in the statutory, legal or regulatory requirements in the markets in which the Company operates that would have a material effect on the Company's operating results.
There are no material beneficial or adverse effects from changes in industrial, political or economic conditions in the markets in which the Company operates.
That the material contracts to which the Company is a party remain in force and are not terminated, rescinded or varied in a manner which would have an adverse effect on the Company.
There are no material beneficial or adverse effects from changes in technology or the actions of competitors.
There will be no significant turnover of key executives and staff during the forecast period.
That the Company's accounting policies remain consistent during the forecast period. It is also assumed that there will be no changes in applicable accounting standards and corporations laws

or regulations that will have a material effect on the reporting of the Company's results.

Stor2 Revenue Assumptions

The financial forecasts have been compiled based on revenue expected to be derived from the following contracts. All these contracts were executed prior to the date of this Prospectus and will expire either before or after 30 June 2003. For contracts expiring before 30 June 2003, the forecast revenues are calculated up to the termination date of the contract. For contracts expiring after 30 June 2003, the forecast revenues are calculated for the twelve months ending 30 June 2003. Forecast revenues are calculated in accordance to the actual amount of loans provided and the actual rates for all fees and interest income specified in each contract as described in Section 8.5.2 of this Prospectus.

1. The contract to provide finance for a development project at Camperdown was executed on 27 July 2001 and has a termination date on or about 31 December 2003. The revenue is calculated on $13.6 million which is the principal sum outstanding as at 30 June 2002.
1. The contract to provide a $1.5 million loan facility secured by mortgage over a commercial building and a residential property in North Sydney. This contract was executed on 26 April 2002 and has a termination date on or about

25 April 2004. The revenue is calculated on $1.5 million which represents the amount advanced as at 30 June 2002.

1. The contract to provide a $2.0 million loan secured by a mortgage over the site near Dapto. This contract was executed on 22 August 2002 and has a termination date on or about 21 August 2004. The revenue is calculated on $1.5 million which represents the amount drawn on the execution date of this contract.
1. The contract to provide a $0.5 million loan facility secured by a mortgage over a development site in Darwin, Northern Territory and a residential unit in Point Piper, New South Wales. This is a short term contract executed on 15 August 2002 and expiring on 30 September 2002. The full amount of $0.5 million was drawn on execution date and is used for the calculation of the revenue.
1. The contract to provide a $0.4 million loan facility secured by a mortgage over a residential property at Balmoral. This contract was executed on 12 September 2002 with a six months term ending on or about 11 March 2003. The revenue is calculated on the full amount of $0.4 million.

Interest and fees on facilities provided by the Group under the contracts specified above accounts for 99.3% of the forecast revenue

for the financial year ending 30 June 2003. The only other amounts included in the forecast revenue, other than income derived from the above executed contracts, is interest derived from bank account deposits.

ing a computer supervision and any

Interest Expense

Interest paid to investors is based on the terms of the promissory notes which vary between transactions and may include interest and bonus payments. Interest payment to investors is the major expense of the Group, which accounts for approximately 70% of the total expenses. The total interest expenses included in the forecast is calculated in accordance with the actual values of promissory notes issued by different companies in the Group as detailed below:

	A$ 000
Promissory notes issued by GPC No. 2 Pty Limited	19,849
Promissory notes issued by GPC No. 3 Pty Limited	500
Promissory notes issued by GPC No. 4 Pty Limited	1,500
Promissory notes issued by GPC No. 7 Pty Limited	2,300
Promissory notes issued by GPC No. 10 Pty Limited	2,000
Promissory notes issued by GPC No. 11 Pty Limited	1,500
Promissory notes issued by GPC No. 13 Pty Limited	400
Total	28,049

Salary and Wages

Salary and wage costs are based on current staffing requirements. Staff costs are estimated based on current salary and wage rates and executive contracts in place with the Company. It is assumed that these will not alter materially during the forecast period.

Taxes

Income tax has been included in the forecasts at the relevant corporate tax rate applicable for the relevant financial year.

Depreciation

The fixed assets held by the Company are depreciated on a straight-line basis, over their estimated useful life to the Company.

Goodwill Amortisation

Goodwill associated with the acquisition of controlled entities is being amortised on a straight-line basis over 30 months, being the period over which the benefits are expected to arise.

Other operating expenses These are based on the Directors

assessment, relying on past experience and anticipated requirements.

5.4 SENSITIVITY ANALYSIS

The Company has not included a sensitivity analysis on the forecast statement of financial performance. As 99.3% and approximately 70% of the company revenue and expenses are based on executed

contracts, it was considered unnecessary to include the effect of any changes in the assumptions used in the forecasts.

SECTION 6 $\mathbf{I}$

Dependence on KeyEmployees 6.1
Profitability $6.2$
Property Market 6.3
Costs of Funds 6.4
$6.5$ Access to Funds
Access to Projects 6.6
Property Development 6.7
Legislative Changes 6.8
$6.9$ Changes in Taxation

Risk Factors

There are a number of risks that potential investors should be aware of when subscribing for Ordinary Shares in the Company. The risk factors outlined in this section and elsewhere in this Prospectus should be carefully considered by investors when evaluating an investment in the Company.

Any of the factors set out in this section or any other factors identified in this Prospectus may materially affect the financial performance of the Company and the market price of the Shares. To that extent, the Shares carry no guarantee with respect to the payment of dividends, or return on capital. The principal risk factors include, but are not limited to, the following:

6.1 DEPENDENCE ON KEY EMPLOYEES

The success of the Group will depend on the continuing commitment of its Executive Directors and key employees. The Company has in place employee contracts with key employees or contractual arrangements with Director or Director's nominee companies. The Company has an objective of providing attractive employment conditions in general to assist in retaining key employees.

6.2 PROFITABILITY

Changes in the general economic climate in which the Group operates may adversely affect the financial performance of the Group. Factors, which may

contribute to that general economic climate, include, the level of direct and indirect competition against the Group, industrial disruption, the rate of growth of gross domestic product in its major markets, interest rates and the rate of inflation.

Consequently no assurances can be given in relation to future earnings or working capital requirements of the Company.

6.3 PROPERTY MARKET

The Company's primary focus will be the provision of subordinated debt funding by the Group for property development projects. The cyclical nature of the property market may adversely affect the financial performance of the Company. The long term experience of the Directors of the Company in property related transactions provides a basis to manage this risk.

6.4 COSTS OF FUNDS

Should no suitable and profitable projects be identified for funding by the Company after the raising of finance, the Company's financial viability might be adversely affected.

6.5 ACCESS TO FUNDS

The Company's ability to implement its business strategies is reliant upon the raising of sufficient capital to provide the necessary funding to finance applicable projects.

The Company will in the future

attempt to access new finance and medium term bank facilities to reduce its overall cost of funds and to ensure long term profit growth.

The Group has successfully raised sufficient funding from the issue of promissory notes to finance projects in respect of which relevant members of the Group are involved.

6.6 ACCESS TO PROJECTS

The development of the Company's business is dependant on identifying suitable projects that can be funded by members of the Group. Notwithstanding the merit of a specific development project an established and successful history in completion of property development projects will be a prerequisite for any prospective borrower.

6.7 PROPERTY DEVELOPMENT

The ability of prospective borrowers to repay subordinated debt facilities will be determined by the quantum and timing of the receipts of sale proceeds. In this respect the Company is exposed to some of the risks directly associated with property development, including:

Construction risk;
Project management risk;
Settlement risk on presale; and
Marketing risk in respect of unsold stock.

In order to minimise risk in this area, the relevant Group member will usually take out appropriate

securities from the other relevant party involved in the development project. Some examples of the securities taken are described in Section 8.5.2 of this Prospectus.

6.8 LEGISLATIVE CHANGES

Changes in government regulations and policies may adversely affect the financial performance of the Group. The Company is not aware at this time of any specific material changes in relevant regulations or policies in Australia affecting its business operations.

6.9 CHANGES IN TAXATION

The Company will be taxed in Australia as a public company. There exists a risk that changes in taxation law and taxation rates in Australia may adversely affect the Company's profitability.

« Hall Chadwick Corporate

Corporate Finance & Advisory Services

Hall Chadwick Corporate(NSW) Limited. ACN 080 462 488

22 October 2002

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

Dear Sirs,

Subject: Investigating Accountant's Report on historical financial information

We have prepared this report for inclusion in a prospectus dated on or about 22 October 2002 relating to the issue of one million $1.00 ordinary shares in Great Pacific Capital Limited ("the Company"), to raise approximately $1,000,000 (the "Prospectus").

Expressions defined in the Prospectus have the same meaning in this report.

The nature of this report is such that it should be given by an entity which holds the appropriate licence under the Corporations Law. Hall Chadwick Corporate (NSW) Limited is partially owned by the partners of Hall Chadwick Chartered Accountants Sydney Partnership and holds the appropriate licence to issue this report.

Background

The purpose of the issue is to provide funds for the growth of the Company, to satisfy current and future working capital expenditures, and to raise capital to meet administrative costs and achieve a listing on ASX.

Scope

You have requested Hall Chadwick Corporate (NSW) Limited prepare an Investigating Accountant's Report covering the following information:

Historical financial information

The historical consolidated Statement of Financial Performance for the period from 11 May 2001 to 30 June 2002 of the Company.

The historical consolidated Statement of Financial Position as at 30 June 2002 of the Company.

The proforma consolidated Statement of Financial Position of the Company assuming the completion of the Offer detailed in this prospectus.

Forecast financial information

The forecast consolidated statement of financial performance of the Company for the period 1 July 2002 to 30 June 2003.

Scope of review of historical financial information

The historical consolidated Statement of Financial Performance for the period from 11 May 2001 to 30 June 2002 and the historical Statement of Financial Position of the Company as at 30 June 2002 are included in the financial information at Section 5.

Sydney Level 29 St Martins Tower 31 Market Street Sydney 2000 New South Wales

GPO Box 3555SYDNEY NSW 1041 orDX 1451 Sydney

Telephone: (02) 9263 2600Facsimile: (02) 9263 2800Email: hcsydinfo@hall chadwick.com.ou

Hall Chadwick Corporate Services Include:

· Mergers and Acquisitions
· Capital Raisings
Expert's Reports
Commercialisation of Technologies and Businesses
Training Programmes
Funding Assistance to Commercial Ventures
· Venrure Capital
· Placements
· Debt Restructuring

Other companies in: Melbourne Brisbone Perth Adelaide Cairns

Associated with:

National Association Hall Chadwick

Associations of Independent Firms The historical consolidated Statement of Financial Performance for the period from 11 May 2001 to 30 June 2002 and the historical Statement of Financial Position as at 30 June 2002 has been taken at that date from the financial accounts of the Company. The financial accounts of the Company have been subject to an audit by Hall Chadwick as at 30 June 2002 in accordance with Australian Auditing Standards. The responsibility for the preparation and presentation of the financial accounts of the Company remain with the management of the Company.

The proforma consolidated Statement of Financial Position incorporates:

the consolidated Statement of Financial Position as at 30 June 2002 of the Company;
proceeds of the issue of $1,000,000 and estimated capital raising costs of approximately $100,000;

We have conducted our review of the historical financial information in accordance with Auditing Standard AUS902 "Review of Financial Reports". We made such enquiries and performed such procedures as we, in our professional judgement, considered reasonable in the circumstances including:

review of work papers, accounting records and other documents; and
enquiry of management and others.

These review procedures were substantially less in scope than an audit examination conducted in accordance with Australian Auditing Standards, the purpose of which is the expression of an opinion on financial statements taken as a whole. Accordingly, we do not express such an opinion.

Statement on historical information

Based on our review, which is not an audit, nothing has come to our attention, which causes us to believe that the historical information as set out in the Prospectus:

(a) does not fairly represent the historical Statement of Financial Performance of the Company for the period from 11 May 2001 to 30 June 2002;
(b) does not fairly represent the historical Statement of Financial Position of the Company as at 30 June 2002;
(c) does not fairly represent the proforma Statement of Financial Position of the Company at the date after closure of the prospectus and raising of the monies detailed in the prospectus;
(d) has not been prepared in accordance with Australian Accounting Standards and the accounting policies of the Company.

Forecast financial information

The Directors are responsible for the preparation and presentation of the Forecasts, set out in the Prospectus, including the assumptions on which they are based.

Our review of the Forecasts was conducted in accordance with Auditing Standard AUS 902 "Review of Financial Reports" and AUS 804 "The Audit of Prospective Financial Information". Our procedures consisted primarily of inquiry and comparison and other such analytical review procedures we considered necessary so as to adequately evaluate whether the assumptions appear reasonable in the circumstances. These procedures included discussion with the Directors and management of the Company and have been undertaken to form an opinion whether anything has come to our attention which causes us to believe that the Director's assumptions do not provide

a reasonable basis for the preparation of the forecasts and whether, in all material respects, the forecasts are properly prepared on the basis of the assumptions and are presented fairly, on a basis consistent with Australian Accounting Standards and the accounting policies of the Company.

Our review is substantially less in scope than an audit examination conducted in accordance with Australian Accounting Standards. A review of this nature provides less assurance than an audit and accordingly we do not express an audit opinion on the Forecasts included in the Prospectus.

Statement on Forecasts

The Forecasts have been adopted by the Directors to provide investors with a guide to the potential future profitability of the Company, based upon the achievement of certain economic, operating, development and trading assumptions about future events and actions that have not yet occurred and may not necessarily occur. There is a considerable degree of subjective judgement involved in the preparation of forecasts. Accordingly, investors should have regard to the investment risks set out in the Prospectus.

The underlying assumptions are subject to significant uncertainties and contingencies often outside the control of the Company. If events do not occur as assumed, actual results achieved by the Company may vary significantly from the Forecasts. Accordingly, we do not express an audit opinion on the Forecasts, nor can we confirm or guarantee the achievement of the Forecasts, as future events, by their very nature, are not capable of independent substantiation.

Because of the contractual nature of the key assumptions used in the Forecasts, no sensitivity analysis has been undertaken in relation to these assumptions and their effect on the Forecast Statement of Financial Performance.

Based on our review of the Forecasts:

(a) nothing has come to our attention which causes us to believe that the key assumptions set out in the Prospectus do not provide a reasonable basis for the Forecasts; and
(b) in our opinion, the Forecasts are properly compiled on the basis of the underlying assumptions and presented on a basis consistent with the accounting policies of the Company, Australian Accounting Standards and other mandatory professional reporting requirements.

Subsequent events

Apart from the matters dealt with in this report, and having regard to the scope of our report, to the best of our knowledge and belief no material transactions or events outside of the ordinary business of the Company have come to our attention that would require comment on, or adjustment to, the information referred to in our report or that would cause such information to be misleading or deceptive.

Yours faithfully

Drew Townsend Hall Chadwick Corporate (NSW) Limited

SECTION 8

Registration 8.1
Capital Structure 8.2
8.3 Directors, Executives and Staff Share Option Plan
Constitution 8.4
Material Contracts 8.5
8.6 Litigation
Contingent Liabilities 8.7
Disclosure of Interest and 8.8 Fees
Consents and 8.9 Responsibility
8.10 Responsibility Statements
8.11 Expenses of the Offer
8.12 Company Tax Status
8.13 Documents Available for Inspection
8.14 Statement by the Directors

AdditionalInformation

8.1 REGISTRATION

The Company was registered on 11 May, 2001.

8.2 CAPITAL STRUCTURE

8.2.1 Shares

The Company presently has on issue 10,000,000 Shares.

The Company is offering for subscription 1,000,000 Shares under this Prospectus.

Following the Offer, the Company will have on issue 11,000,000 Shares. All these Shares will have the same voting right and dividend entitlement.

Of these, 7,000,000 Shares have been issued for non-monetary consideration as follows:

1. 2,000,000 Shares were issued to Surich in consideration for the previous underwriting commitment in respect of the previous issue of 1,000,000 Shares at $0.50 per share.
1. 2,500,000 Shares were issued to Surich in respect of them releasing a prior contractual commitment to subscribe for 12,500,000 redeemable preference shares at $1.00 per share. This contractual commitment was terminated by the Company under a deed of release. In consideration for Surich foregoing its rights in respect of this contractual commitment, 2,500,000 Shares were issued to Surich.
1. 2,500,000 Shares were issued to

Directors to secure their services in establishing the business.

The 7,000,000 Shares issued to Surich and Directors have a deemed value of five (5) cents each. This value reflects the value of the services provided by Surich and Directors.

The Company issued 1,000,000 Shares to Danny Au-Yeung or his nominees when its subsidiary GPC No. 2 (Camperdown) Pty Limited purchased Mr Au-Yeung's share in GPC No.1 (City Quarter) Pty Limited. The consideration paid reflected the net asset value of GPC No.1 (City Quarter) Pty Limited. The Company also issued 1,000,000 Shares with a total value of $1,000,000 to sophisticated investors.

8.2.2 Options

The Company has on issue to Directors 10,000,000 options to subscribe for Shares under the Share Option Plan at an exercise price of $2.50 which may be exercisable at any time during the period up to 30 June 2004.

8.3 DIRECTORS, EXECUTIVES AND STAFF SHARE OPTION PLAN

The Company has a Share Option Plan. The Share Option Plan provides for the grant to Directors, executives and staff of the Company of options to subscribe for Shares at an exercise price to be determined by the Board at the time of grant of the options.

The Share Option Plan has been

designed to align the interests of Directors, executives and staff of the Company with those of shareholders. The Share Option Plan is seen by the Company as an integral component of its remuneration strategy.

An overall limit exists on the number of options that may be issued under the Share Option Plan. At this time, the Company has issued to Directors of the Company 10,000,000 options. The Company shall be entitled to grant options under the Share Option Plan provided if at the date of grant the aggregate number of:

1. Unissued Shares to which outstanding options under the Share Option Plan relate, except for the $10,000,000$ options issued to Directors prior to the date of this Prospectus; and
1. Shares issued as a result of the exercise of options granted under the Share Option Plan do not exceed 5% of the total number of issued Shares.

8.4 CONSTITUTION

On 11 May, 2001, the Company adopted its Constitution. The Constitution has effect as a contract:

between the Company and each Shareholder; and
between the Company and each Director and other officer; and
between a Shareholder and each other Shareholder,

under which each person agrees to observe and perform the Constitution so far as it applies to that person.

The rights and liabilities attaching to ownership of Shares and the internal management of the Company are governed by the Constitution and the Corporations Act 2001 (Cth).

The key provisions of the Constitution are summarised below. This summary is not intended to be complete and does not constitute an exhaustive statement of the rights and liabilities of the Shareholders in relation to the Shares.

8.4.1 Rights and Liabilities Attaching to Shares

Voting

Subject to any rights or restrictions attached to any class of Shares, at a general meeting:

each Shareholder entitled to vote may do so in person or by proxy or representative;
on a show of hands, every Shareholder present (whether in person or by proxy or representative) has one vote; and
on a poll, each Shareholder present (whether in person or by proxy or representative) has one vote for each Share that Shareholder holds and a fraction of a vote for each partly paid share that Shareholder holds. The fraction is equivalent to the proportion that the amount paid (not credited) bears to the

total amounts paid and payable (excluding amounts credited) on that share.

General meetings

Each Shareholder is entitled to receive notice of, to attend and to vote at general meetings of the Company and to receive all notices, financial statements and other documents required to be sent to Shareholders under the Constitution and the Corporations Act 2001 (Cth).

Dividends

The Directors may determine from time to time to distribute the profits of the Company to shareholders by way of dividend. Subject to the rights of persons holding shares with special rights as to dividends, any dividends are divisible amongst the Shareholders in proportion to the amounts paid up on the Shares held by them.

Right to Transfer Shares

Subject to the Constitution, the Corporations Act 2001 (Cth), and upon the Company's listing on the ASX, and subject to the Listing Rules, the Shares are freely transferable. That is, the Constitution provides that, subject to provisions relating to Clearing House Electronic Securities System (CHESS) and the provisions of the Corporations Act 2001 (Cth), the Directors may not refuse to register a transfer of Shares except in a number of specific circumstances set out in the Constitution.

Issue of further Shares

The Directors may (subject to the restrictions on the allotment of Shares imposed by the Constitution, the Corporations Act 2001 (Cth) and any rights attached to any special class of shares), issue and allot or grant options over further Shares in the capital of the Company on such terms and conditions as they determine.

Winding-up

Subject to the rights of holders of Shares issued on special terms or conditions, Shareholders will be entitled to distributions of any surplus assets of the Company on its winding up in proportion to the amounts paid up on the Shares held by them.

8.4.2 Directors

The Company must have at least three and no more than seven Directors. Directors must retire on a rotating basis, so that one third of the Directors retire at each annual general meeting of the Company and then are eligible for re-appointment.

The following Directors must also retire at an annual general meeting and then are eligible for re-appointment:

any Director who, if he or she did not retire, would at the next annual general meeting, have held that office for more than three years;
any Director who was appointed by the Directors to fill a casual

vacancy or in addition to the existing Directors.

8.4.3 Powers of Directors

Subject to the Corporations Act 2001 (Cth) and the Constitution, the Directors may exercise all powers of the Company to the exclusion of the Company in general meeting.

8.4.4 Decisions of Directors

Questions arising at a meeting of Directors are decided by a majority of votes. The Chairperson has a casting vote, unless only two Directors present are entitled to vote on the matter.

8.4.5 Directors' Indemnity

Under a Deed of Indemnity and Access executed by the Company and the Directors, the Company must, to the extent permitted by law, indemnify each Director against any liability incurred by that person, except where the liability arises out of conduct involving a lack of good faith or the liability is for a pecuniary penalty or compensation order under the Corporations Act 2001 (Cth). The indemnity extends to legal costs and expenses unless they are incurred in defending criminal proceedings in which the person is found guilty, in defending proceedings brought by ASIC or a liquidator if the grounds for making the order sought by ASIC or the liquidator are found to have been established, or in instituting and maintaining proceedings in which the court denies relief to the person.

8.4.6 Amendments to the Constitution

The Constitution may only be amended by a special resolution passed by at least three-quarters of members present and voting at a general meeting. At least twentyone days' notice of the intention to propose the resolution must be given although after listing, this time period will be extended to twenty eight days.

8.5 MATERIAL CONTRACTS

Set out below is a brief summary of the more important provisions of certain contracts which have been entered into by the Company and which have been identified as material.

8.5.1 Executive Service Agreements

The Company has entered into three year, executive service agreements with each of Danny Au-Yeung and Graham Werry through his nominee company.

The Company may terminate all or any of these agreements at any time without notice in a number of circumstances, including where the party is involved in a commission of a serious or persistent breach or non-observance of the agreement's terms, fraud, dishonesty or wilful misconduct; is convicted of an indictable criminal offence; use or abuse of alcohol or drugs to the extent that, in the reasonable opinion of the Company, such use or abuse materially affects ability to carry out duties, becomes

mentally incapacitated or is otherwise unable to perform duties for the Company.

Danny Au-Yeung and Graham Werry's nominee company cannot terminate the agreement without cause prior to 1 July 2004.

The agreements prevent an executive director from engaging in any other business or occupation or holding the office of director of any other company without the prior consent of the Company. The agreements also prevent an executive director from approaching or soliciting customers, clients or employees of the Company away from the Company during the term of the agreements and for a period of twelve months after the arrangement is terminated.

The agreements also contemplate that the Company may grant options to directors or their nominee companies, executives and staff under the Share Option Plan.

8.5.2 Trust Deed and Related Agreements

The Group has raised the sum of $28.05 million through secured promissory notes issued to investors by the relevant member of the Group who has contracted to provide the necessary funding for a particular project. Each promissory note has a face value of at least $50,000.00. Typically, the promissory notes are secured by a floating charge over the assets of the particular Group member involved in the relevant project. The terms of each note will vary

according to the nature of each project.

These security arrangements are encapsulated in a trust deed signed by the relevant Group member and the security agent, EMC Nominees Pty Ltd. The charge is granted in favour of the security agent who holds it on trust for each noteholder to the extent of their proportional interest. Under the trust deed the charge becomes enforceable in the event that the particular Group member fails to make due payment under the terms of the promissory note and fails to remedy such failure within 14 days of the security agent informing the member of such failure.

So far the Group has signed seven such trust deeds relating to:

1. the redevelopment project at Camperdown (Camperdown);
1. the provision of a investment mortgage at North Sydney (North Sydney);
1. the provision of a loan to purchase units in the Huntley Trust (Huntley);
1. the temporary placement of funds into bank deposit;
1. the provision of loans secured by second or other subordinated ranking mortgages;
1. the provision of loans secured by second (but not lower) ranking mortgages; and
1. the provision of loan secured by a mortgage over a property in Balmoral.

Cammulawn

In July 2001, GPC No.1 (City Quarter) Pty Limited, signed a subordinated debt facility agreement which requires it to provide $16.3 million in respect of the redevelopment of the site formerly known as the Royal Alexandria Hospital for Children, Camperdown. The Group member has obtained security for the loan including second and third ranking mortgages over the subject property in Camperdown as well as fixed and floating charges over the assets of guarantors of the developer. The agreement is scheduled for termination on 31 December 2003 or 90 days after practical completion of Stage 3 of the project.

GPC No. 2 (Camperdown) Pty Ltd, though not a party to the above agreement, has signed a trust deed in respect of the issue of the promissory notes pertaining to the project. GPC No. 2 (Camperdown) Pty Ltd has provided the funds raised by this issue to GPC No. 1 (City Ouarter) Pty Ltd through an intercompany loan. The maturity date for the repayment of the notes is 31 December 2003.

North Sydney

GPC No. 4 (North Sydney) Pty Ltd, has entered into a loan facility agreement to advance an amount of $1.5 million to provide short term working capital for the business operated by the borrowers. The term is two years from the date of draw down at which time the

facility must be paid in full. The facility is secured by second ranking mortgage over the subject property.

GPC No. 4 (North Sydney) Pty Ltd has signed a trust deed and has issued promissory notes secured by a floating charge over its assets.

Huntley

GPC No. 3 (Huntley) Pty Ltd, has entered into an agreement to provide a loan facility up to a maximum amount of $0.75M to purchase units in the Huntley Trust. The Huntley Trust owns the Huntley and Avondale Colliery site near Dapto, South of Wollongong, which is currently the subject of a proposed development project. The term of the facility is 12 months from the date of the draw down at which time the facility must be repaid. The facility is secured by third ranking mortgage over a property in Vaucluse, owned by one of the borrowers.

GPC No. 3 (Huntley) Pty Ltd has signed a trust deed and has issued promissory notes secured by a floating charge over its assets.

GPC No. 7 Pty Limited

GPC No. 7 Pty Limited has signed a trust deed and has issued promissory notes secured by a floating charge over its assets. The sole function of GPC No. 7 Pty Limited is to manage the temporary placement of funds before they are applied to specific funding projects undertaken by the Group. The assets of GPC No.7 Pty Limited consist solely of the funds placed on term deposit with its bank.

GPC No. 11 Pty Limited

GPC No. 11 Pty Limited has signed a trust deed and has issued promissory notes secured by a floating charge over its assets. The primary activity of GPC No. 11 Pty Limited is the provision of finance for commercial transactions secured by subordinated mortgages over real property where the loan to valuation ratio of all secured moneys does not exceed 85% and the term of the loan does not exceed two years. The assets of GPC No. 11 Pty Limited will consist of the loans made to borrowers secured by subordinated mortgages over real properties.

GPC No. 12 Pty Limited

GPC No. 12 Pty Limited has signed a trust deed and has provided a floating charge over its assets to holders of promissory notes. The primary activity of GPC No. 12 Pty Limited is the provision of finance for commercial transactions secured by second, but not lower, ranking mortgages over real property where the loan to valuation ratio of all secured moneys does not exceed 85% and the term of the loan does not exceed two years. The assets of GPC No. 12 Pty Limited will consist of the loans made to borrowers secured by second mortgages over real properties.

GPC No. 13 (Balmoral) Pty Limited

GPC No. 13 (Balmoral) Pty Limited has signed a trust deed and has provided a floating charge over its assets to holders of promissory

notes. The Company has entered into an agreement to provide a loan facility of $400,000 for short term working capital required by the borrowers in their business. The term of the facility is 6 months. The facility is secured by a second mortgage over the borrowers' property in Balmoral.

8.6 LITIGATION

The Company Group is not a party to any litigation nor, so far as the Directors are aware, are there any circumstances that may give rise to litigation by or against it.

8.7 CONTINGENT LIABILITIES

The Directors are not aware of any contingent liabilities as at the date of this Prospectus.

8.8 DISCLOSURE OF INTEREST AND FEES

8.8.1 interest of Directors

Other than as set out below or as detailed elsewhere in this Prospectus;

No Director or proposed Director holds, or has held at any time during the last two years, an interest in:

1. The formation or promotion of the Company;
1. Property acquired or proposed to be acquired by the Company in connection with:
- (i) its formation or promotion; or
- (ii) the Offer; or

3. The Offer.

No other amounts have been paid or agreed to be paid, and no benefit has been given or agreed to be given, by any person to any Director or proposed Director to induce them to become, or to qualify them as, a Director or otherwise for services rendered by them in connection with the promotion or formation of the Company or the Offer except those described in Section 8.8.2 and 8.8.3 below.

8.8.2 Directors Shareholding

The Directors hold the following Shares in the Company which were issued to these Directors for their support to the Company in establishing its business.

Alfred Wong	750,000
Danny Au-Yeung	750,000
Graham Werry	750,000
Ivan Wong	250,000

8.8.3 Directors Options

The Company has approved the issue to the following Directors 10,000,000 options to subscribe for Shares under the Share Option Plan.

Alfred Wong	2,500,000
Danny Au-Yeung	2,500,000
Graham Werry	2,500,000
Ivan Wong	2,500,000

These options have an exercise price of $2.50 and are exercisable at any time during the period prior to 30 June 2004.

8.8.4 Executive Directors Remuneration

Danny Au-Yeung; and Graham Werry through his nominee company, have entered into three year executive service agreements with the Company. The terms provide for market remuneration.

In addition, Executive Directors, or their nominee companies, are entitled to be paid Directors' fees in aggregate up to a maximum amount of $50,000 per annum. This remuneration is to be divided amongst the Executive Directors in such proportion as the Board determines.

The Directors, or their nominee companies, are also entitled to be reimbursed by the Company for travelling and other out-ofpocket expenses which are incurred in the course of conducting the Company's business.

If any Director performs extra or special services for the Company, the Company may pay the Director any special remuneration the Directors decide in addition to the Director's normal remuneration.

8.8.5 Non-Executive Directors Fees

Non-Executive Directors are entitled to be paid Directors' fees in aggregate up to a maximum amount of $100,000 per annum. This remuneration is to be divided amongst the Non Executive Directors in such proportion as the Board determines.

The Directors are also entitled to be reimbursed by the Company

for travelling and other out-ofpocket expenses which are incurred in the course of conducting the Company's business.

If any Director performs extra or special services for the Company, the Company may pay the Director any special remuneration the Directors decide in addition to the Director's normal remuneration.

8.8.6 Promissorv Notes

The Group has issued promissory notes totalling $1,890,843 to related parties of Mr Graham Werry for funds provided to the Group under the same terms and conditions as issues to other noteholders by the Group.

thal Theresis of Professionals and Advisers

Other than as set out below or elsewhere in this Prospectus no person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus (a "named professional or adviser") holds, or has held at any time during the last two years, an interest in:

1. the formation or promotion of the Company;
1. property acquired or proposed to be acquired by the Company in connection with:
- (i) its formation or promotion; or
- (ii) the Offer; or
1. the Offer.

No other amounts have been paid or agreed to be paid, and no benefit has been given or agreed to be given, by any person for services rendered by a named professional or adviser in connection with the promotion or formation of the Company or the Offer.

Hall Chadwick Corporate (NSW) Limited have prepared the Investigating Accountant's Report in Section 7. For these and other services associated with the preparation of this Prospectus, Hall Chadwick Corporate (NSW) Limited have been, or will be, paid $15,000 plus GST.

8.9 CONSENTS AND RESPONSIBILITY

Hall Chadwick Corporate (NSW) Limited have consented to the inclusion of their Investigating Accountant's Report in Section 7 of this Prospectus in the form and context in which it is included. Hall Chadwick Corporate (NSW) Limited have not withdrawn this consent at the time of lodging this Prospectus.

Computershare Investor Services Pty Limited has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named.

8.10 RESPONSIBILITY STATEMENTS

Hall Chadwick Corporate (NSW) Limited have only been involved

in the preparation of Section 7 of this Prospectus and specifically disclaim liability to any person in the event of omission from, or any misleading or deceptive statement included elsewhere in, this Prospectus.

Computershare Investor Services Pty Limited has had no involvement in the preparation of any part of this Prospectus other then being named as Share Registrar to the Company. Computershare Investor Services Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of this Prospectus.

8.11 EXPENSES OF THE OFFFR

The total expenses of the Offer are estimated to be $100,000 comprising:

1. Legal fees	$20,000
2. Investigatingaccountant fees	$15,000
3. Sponsoring broker	$20,000
4. Printing and postage	$25,000
5. Other	$20,000

8.12 COMPANY TAX STATUS

The Company will be taxed in Australia as a public company.

8.13 DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the following documents are available for inspection free of

charge at the registered office of the Company during normal office hours:

The Constitution.
A pro foma Trust Deed as described in Section 8.
The Share Option Plan.

8.14 STATEMENT BY THE DIRECTORS

The Directors report that, after due enquiry they are not aware of:

1. any circumstances which, in their opinion, materially affect or will affect the trading or profitability of the Company or the value of the assets of the Company, other than as disclosed in this Prospectus, or
1. any contingent liabilities of the Company

Each Director has consented to the lodgment of this Prospectus with ASIC.

IvanWorlg

Danny Au-Yeung

Graham Werry

These definitions are provided to assist investors in understanding some of the expressions used in this Prospectus: A person who submits an Application Applicant An Application form attached to or accompanying this Prospectus Application Form Monies received from Applicants in respect of their Applications Application Monies Australian Securities & Investments Commission ASIC Australian Stock Exchange ASX Board The Board of Directors of the Company 5.00pm Sydney Time on the Closing Date Close of Registers 19 November 2002 or such earlier date as determined by the Board Closing Date Constitution of the Company Constitution Each of the Directors of the Company from time to time Directors The Company Great Pacific Capital Limited Great Pacific Capital Limited and its wholly owned subsidiaries which are Group listed and their activities briefly described on pages iii and iv Subordinated debt usually involving a second ranking or other Mezzanine Funding subordinated mortgage or charge The offer of Shares under this document Offer 22 October 2002 Opening Date An option to acquire a Share pursuant to the Share Option Option Plan An ordinary share in the Company Share The Company's Directors, Executives and Staff Share Option Plan Share Option Plan Shareholder A holder of shares Great Pacific Capital Limited The Company

Application Form

GREAT PACIFIC CAPITAL LIMITED ACN 096 781 716

Broker

Share Offer

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
Suburb / Town		State	Post Code
Telephone	Facsimile
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

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

Signature

Director/Secretary

Date

$\rm{Date}$

HOW TO COMPLETE THE APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS.

A) Enter the NUMBER OF SHARES you wish to apply for. Applications must be for the minimum of 2,000 shares as set down on page 6 of this Prospectus and thereafter in multiples of 500 shares.
B) Enter the TOTAL AMOUNT of application money payable.
C) Enter the FULL NAMES(S) and TITLE(S) of all legal entities that are to be recorded as the registered holder(s).
D) Enter the POSTAL ADDRESS for all communications from the Company. Only one address can be recorded.
E) Enter telephone numbers and a contact person the registry can speak to if they have any queries regarding this application.
F) Enter the tax file number(s) of the applicant(s). With a joint holding, only the tax file numbers of two holders are required.
G) Payment must be made in Australian Currency and cheques must be drawn on an Australian Bank. Cheques or bank drafts must be payable to GREAT PACIFIC CAPITAL LIMITED SHARE OFFER - FLOAT ACCOUNT and crossed Not Negotiable. Cheques not properly drawn will be rejected. Cheques will generally be deposited on the day of receipt. If cheques are dishonoured the application may be rejected.
H) Before completing the Application Form the applicant(s) should read this Prospectus. The applicant(s) agree(s) that this application is for Shares in Great Pacific Capital Limited upon and, subject to the terms of this Prospectus, agree(s) to take any number of shares equal to or less than the number of shares indicated that may be allotted to the applicants pursuant to this Prospectus and declare(s) that all details and statements made are complete and accurate.
I) Ensure that the Application form is signed by all applicants. In case of a company (where still applicable) two directors should sign and the company seal affixed.

Forward your completed application together with the application money to:

Great Pacific Capital Limited Share Offer C/- Computershare Investor Services Pty Limited

Level 3, 60 Carrington Street Sydney NSW 2000 (GPO Box 7045 Sydney NSW 1115)

$\alpha$

Great Pacific Capital Limited Share Offer Great Pacific Capital Limited

Level 7, Kyle House 27-31 Macquarie Place Sydney NSW 2000 (PO Box R1608 Royal Exchange NSW 1225)

Any enquiries should be referred to the Company Secretary, Mr Edwin Yeung on Telephone (02) 8220 9800.

Applications must be received by no later than 5:00pm AEST on 19 November 2002 or such other date to be determined by the Directors.

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AI assistant

REDCASTLE RESOURCES LIMITED — Capital/Financing Update 2003

65668_rns_2003-01-14_35036672-7d41-4ece-bec9-04d7c04d38f2.pdf

MARKET RELEASE

SERVITED 集眾

CTUK R

22 October 2002

CorporateDirectory

Investigating Accountants

Auditor

Share Registrar

Important Information

[Great Pacific|Capital Limited|Group Structure |

GREAT PACIFIC CAPITAL LIMITED GROUP STRUCTURE

GPC No. 1 (City Quarter) Pty Ltd

GPC No. 2 (Camperdown) Pty Ltd

GPC No. 3 (Huntley) Pty Ltd

GPC No. 4 (North Sydney) Pty Ltd

GPC No. 5 (Wombarra) Pty Ltd

GPC No. 6 (Barrack Point) Pty Ltd

GPC No. 7 Pty Ltd

GPC No. 8 (Bulli) Pty Ltd

GPC Bellambi Pty Ltd

GPC No. 9 (Turramurra) Pty 1td

GPC No. 10 Pty Ltd

GPC No. 11 Pty Ltd

GPC No. 12 Pty Ltd

GPC No. 13 (Balmoral) Pty Ltd

SECTION 1

Chairman's

SECTION 2

2.1 THE OFFER

2.2 RESTRICTED SECURITIES

2.3 PURPOSE OF THE OFFER AND USE OF PROCEEDS OF ISSUE

Purpose of the Offer

2.4 OPENING AND CLOSING OF THE SUBSCRIPTION LIST

2.5 NO UNDERWRITING

2.6 FINANCIAL FORECAST

2.7 RISK FACTORS

2.8 DIVIDEND POLICY

2.9 HOW TO APPLY FOR SHARES

Great Pacific Capital Limited Share Offer

OR

Great Pacific Capital Limited Share Offer

2.10 ALLOTMENT OF SHARES

2.11 ASX LISTING

SECTION 3

3 | BusinessOverview

3.1 OVERVIEW

3.2 DIRECTORS' EXPERIENCE

Mr Alfred Wong

Mr Danny Au-Yeung

Mr Graham Werry

3.3 BUSINESS MODEL

3.4 MANAGEMENT STRUCTURE

3.5 ACCESS TO FUNDS

4 Directors andCorporateGovernance

4.1 CORPORATE GOVERNANCE

4.2 DIRECTORS' PROFILES

Danny Au-Yeung Executive Director

Ivan Wong Non-Executive Director

SECTION 5

5.1 HISTORICAL FINANCIAL INFORMATION

5.1.1 Consolidated Statement of Financial Performance

5.1.2 Consolidation Statement of Financial Position

, in the BSG and a medicing the state $\beta$ in the state of a set $\beta$

5.1.3 NOTES TO THE FINANCIAL STATEMENTS

1. Basis of preparation of financial statements

2. Loans Loans to developers and borrowers Maturity analysis:

4. Share Capital

5.2 FORECAST FINANCIAL INFORMATION

Summary of Forecasts

5.3 SUMMARY OF KEY ASSUMPTIONS IN PREPARING THE FORECASTS

5.3.1 General Assumptions

Stor2 Revenue Assumptions

ing a computer supervision and any

Interest Expense

Salary and Wages

Taxes

Depreciation

REDCASTLE RESOURCES LIMITED Capital/Financing Update 2003