REDCASTLE RESOURCES LIMITED — Capital/Financing Update 2005

Mar 20, 2005

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

Great Pacific Capital Limited

ABN

57096781716

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

• $\mathbf{1}$ +Class of +securities issued or to be issued
• $\overline{2}$ Number of +securities issued or to be issued (if known) or maximum number which may be issued
• 3 Principal terms of the *securities (eg, if options, exercise price and expiry date; if partly paid *securities, the amount outstanding and due dates for payment; if *convertible securities, the conversion price and dates for conversion)

______________________________________			.
		٠
	٠
		٠
٠	$\cdots$	٠	٠

+ See chapter 19 for defined terms.

• $\overline{4}$ Do the +securities rank equally in all respects from the date of allotment with an existing *class of quoted *securities? If the additional securities do not rank equally, please state: • the date from which they do the extent to which they $\bullet$ participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration $\epsilon$ Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) $\overline{7}$ Dates of entering *securities into uncertificated holdings or despatch
• 8 Number *class of all and *securities quoted on ASX

	Number	+ Class
Number and 'class of all*securitiesquoted onASX :(including the securities in clause2 if applicable)

of certificates

+ See chapter 19 for defined terms.

9 Number and +class of all *securities not quoted on ASX (including the securities in clause 2 if applicable)

Number	+Class.
	---------------------------------------

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

$\cdot$

Part 2 - Bonus issue or pro rata issue

• $11,$ Is. security holder approval required?
• $12$ Is the issue renounceable or nonrenounceable?
• 13 Ratio in which the *securities will be offered
• 14 *Class of *securities to which the offer relates
• $15$ *Record date $\mathfrak{w}$ determine entitlements
• 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?
• 17 Policy for deciding entitlements in relation to fractions
• 18 Names of countries in which the entity has 'security holders who will not be sent new issue documents

Note: Security holders must be told how their entitlements are to be dealt with. Cross reference; rule 7.7.

19 Closing date for receipt οf acceptances or renunciations

+ See chapter 19 for defined terms.

Appendix 3B New issue announcement

20	Names of any underwriters
21.	Amount of any underwriting fee orcommission
22	Names of any brokers to the issue
23.	Fee or commission payable to thebroker to the issue
24.	of any handlingAmountfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders
25.	If the issue is contingenton*security holders' approval, the dateof the meeting
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders 1
28	Date rights trading will begin (ifapplicable)
29.	Date rights trading will end (ifapplicable)
30	How do *security holders sell theirentitlements in full throughabroker?
31	How do *security holders sell partof their entitlements through abroker and accept for the balance?

i,

$\Delta \sim 10^{11}$ km

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date

Part 3 - Ouotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• $(a)$ Securities described in Part 1
• $(b)$ All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35
• If the *securities are *equity securities, the names of the 20 largest holders of the additional 'securities, and the number and percentage of additional 'securities held by those holders
• If the 'securities are 'equity securities, a distribution schedule of the additional 36 *securities setting out the number of holders in the categories $1 - 1,000$ $1,001 - 5,000$ 5,001 - 10,000 10,001 - 100,000 100,001 and over
• 37

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

$\hat{\boldsymbol{\beta}}$

Entities that have ticked box 34(b)

38	Number of securities for which*quotation is sought	8,260,000
39	Class of 'securitieswhichforquotation is sought	Ordinary fully paid shares
40	Do the 'securities rank equally in allrespects from the date of allotmentwith an existing *class of quoted*securities?	Yes
	If the additional securities do notrank equally, please state:the date from which they do٠whichextentthe.totheyparticipate for the next dividend,(inthecaseοfatrust.distribution) or interest paymentthe extent to which they do not۰rank equally, other than inrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period	End of escrow period
	(if issued upon conversionοfanother security, clearly identify thatother security)
		Number	+ Class
42	Number and + class of all + securitiesquoted on ASX (includingthesecurities in clause 38)	11,885,500	Ordinary fullypaidshares

$\bar{z}$

$\alpha_{\rm{max}}$ and

$\bar{z}$

+ See chapter 19 for defined terms.

Quotation agreement

• $\mathbf{1}$ *Quotation of our additional *securities is in ASX's absolute discretion. ASX may quote the +securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
  • The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those 'securities should not be granted 'quotation.
  • An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section $707(3)$ or section $1012C(6)$ of the. Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any 'securities to be quoted and that no-one has any right to return any *securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the 'securities be quoted.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided at the time that we request that the 'securities be quoted.
• If we are a trust, we warrant that no person has the right to return the ٠ *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the *securities be quoted.

+ See chapter 19 for defined terms.

• $\mathfrak{Z}$ We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• $\overline{4}$ We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

Company secretary

$-$ .... Date: 21.03.2005................................

Print name:

..Edwin Yeung....................................

$\begin{tabular}{ll} \bf 22 & 22 & 22 & 22 & 22 \ \bf 33 & 24 & 25 & 26 & 27 \ \bf 34 & 25 & 26 & 27 & 28 \ \bf 35 & 26 & 27 & 28 & 28 \ \bf 36 & 27 & 28 & 29 & 28 \ \bf 37 & 28 & 29 & 29 & 28 \ \bf 38 & 29 & 29 & 29 & 28 \ \bf 39 & 29 & 29 & 29 & 28 \ \bf 30 & 29 & 29 & 29 & 28 \ \bf 30 & 29 & 29 &$

+ See chapter 19 for defined terms.