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REDCASTLE RESOURCES LIMITED Capital/Financing Update 2011

Jul 12, 2011

65668_rns_2011-07-12_b6d2a3ad-365d-4282-b45e-6db72074ffc2.pdf

Capital/Financing Update

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bvRule 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, 24/10/2005.

Name of entity

GRP Corporation Limited

ABN

57 096 781 716

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).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
Securities
35,000,000 fully paid Ordinary Shares;
17,500,000 Listed Options
  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

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)
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
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
6
Purpose of the issue
(If issued as consideration for the
acquisition
of
assets,
clearly
identify those assets)
Fully paid Ordinary Shares rank equally;
Listed Options are exercisable at $0.20 by 5.00pm
(AEST) on or before 30 September 2014;
Oversubscriptions of a further 15,000,000 Shares at
$0.20 each together with one (1) free attaching Option
issued on the same terms as above can be issued to
raise a further $3,000,000.
The maximum amount that can be raised under the
Prospectus is therefore $10,000,000.
The Company will offer 10,000,000 Shares and
5,000,000 free attaching Options in priority to
Shareholders of the Company registered as at 16 July
2011.
The pool for the Public Offer will be 25,000,000 Shares
(and 12,500,000 free attaching Options), plus any
Securities not applied for by Shareholders under the
Priority Offer plus oversubscriptions of up to a further
15,000,000 Shares and 7,500,000 free attaching
Options.
The Shares issued as a result of the exercise of the
Options will rank equally with existing fully paid
Ordinary Shares on issue.
$0.20 per Share to raise a total consideration of
$7,000,000; and
The Options arefree attaching
The Securities to be issued under the Prospectus are
for:

The purposes of re-complying to satisfy
Chapters 1 and 2 of the ASX Listing Rules;
and

To satisfy the ASX requirements for re-listing
following a change to the nature and scale of
the Company’s activities.
  • 7 Dates of entering[+] securities into 10 to 15 August 2011 uncertificated holdings or despatch of certificates

Number +Class 8 Number and +class of all 45,060,672 Ordinary Shares +securities quoted on ASX ( including the securities in clause 2 17,500,000 September 2014 Listed Options if applicable) 9 Number and +class of all Not Applicable Not Applicable +securities not quoted on ASX (including the securities in clause 2 if applicable)

  • 10 Dividend policy (in the case of a No dividend policy has been established trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

Questions 11 to 33 not applicable

Part 3 - Quotation 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

Questions 35 to 42 not applicable

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 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.

  • See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 3

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.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 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.

  • 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: Date: 12 July 2011

Print name: Mark Rowbottam Director

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