REDCASTLE RESOURCES LIMITED — Capital/Financing Update 2015

Sep 30, 2015

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

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	a)	Ordinary Shares
		b)	Options
		c)	Convertible Notes
2	Number of +securities issued or to be issued (if	a)	3,790,240
	known) or maximum number which may be issued	b)	3,790,240
		c)	12,000,000
3	Principal terms of the +securities (eg, if options,	a)	Ordinary Shares
	exercise price and expiry date; if partly paid	b)	Options exercisable at 3.0 cents on or before 1
	+securities, the amount outstanding and due dates		October 2018
	+convertibleforpayment;ifsecurities,the	c)	Convertible Notes with a face value of 2.0 Cents,
	conversion price and dates for conversion)		convertible within 5 businessdaysof the
			Company obtaining shareholder approval in a
			general meeting to convert the notes into shares
			in accordance with the ASX Listing Rules and all
			other requirements. Upon conversion each new
			share issued will also have one free attaching
			option issued, exercisable at 3.0 cents with an
			expiry date of 3 years form the date of issue

4	Do the +securities rank equally in all respects fromthe date of allotment with an existing +classofquoted +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) orinterest paymentthe extent to which they do not rank equally,•other than in relation to the next dividend,distribution or interest payment	a)Yes. fully paid ordinary shares ranking equally in all respectswith the existing shares currently on issue in the companyb)No, upon exercise of the options into ordinary fully paidshares the allotted and issued shares will rank equally withthe existing shares currently on issue in the company. Theoption does not entitle the holder to participate in the nextinterest or dividend payment.c)No, upon conversion all shares issued will rank equally withexisting fully paid ordinary shares currently on issue in thecompany.
5	Issue price or consideration	a)2.0 centsb)nilc)2.0 cents
6	Purpose of the issue(If issued as consideration for the acquisition ofassets, clearly identify those assets)	Working capital
	Is the entity an +eligible entity that has6aobtained security holder approval under rule7.1A?	No
	If Yes, complete sections 6b – 6h in relation tothe +securities the subject of this Appendix 3B,and comply with section 6i
	6bThe date the security holder resolution underrule 7.1A was passed	n/a
	Number of +securities issued without security6cholder approval under rule 7.1	n/a
	Number of +securities issued with security6dholder approval under rule 7.1A	n/a
	Number of +securities issued with security6eholder approval under rule 7.3, or anotherspecific security holder approval (specify dateof meeting)	n/a
6f	Number of securities issued under anexception in rule 7.2	n/a
6g	If securities issued under rule 7.1A, was issueprice at least 75% of 15 day VWAP ascalculated under rule 7.1A.3? Include the issuedate and both values. Include the source of theVWAP calculation.	n/a

+ See chapter 19 for defined terms.

• 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements
• 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements
• 7 Dates of entering +securities into uncertificated holdings or despatch of certificates
• 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
18,951,197	Ordinary shares

Options exercisable at 3.0 cents on or before October 1, 2018 Convertible Notes with a face value of

• 9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable)
• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

No dividend policy has been established

2.0 cents

Number +Class

3,790,240

12,000,000

Part 2 - Bonus issue or pro rata issue

12Is the issue renounceable or non-renounceable?n/aRatio in which the +securities will be offered13n/a14+Class of +securities to which the offer relatesn/a15+Record date to determine entitlementsn/a16Will holdings on different registers (orn/asubregisters) be aggregated for calculatingentitlements?17Policy for deciding entitlements in relation ton/afractions	11	Is security holder approval required?	n/a
+security holders who will not be sent newissue documents	18	Names of countries in which the entity has	n/a
Note: Security holders must be told how their entitlements are tobe dealt with.
Cross reference: rule 7.7.

n/a

n/a

3 October 2015

19 Closing date for receipt of acceptances or renunciations n/a

+ See chapter 19 for defined terms.

20	Names of any underwriters	n/a
21	Amount of any underwriting fee or commission	n/a
22	Names of any brokers to the issue	n/a
23	Fee or commission payable to the broker to the issue	n/a
24	Amount of any handling fee payable to brokers wholodge acceptances or renunciations on behalf of+security holders	n/a
25	If the issue is contingent on +security holders'approval, the date of the meeting	n/a
26	Date entitlement and acceptance form and prospectusor Product Disclosure Statement will be sent topersons entitled	n/a
27	If the entity has issued options, and the terms entitleoption holders to participate on exercise, the date onwhich notices will be sent to option holders	n/a
28	Date rights trading will begin (if applicable)	n/a
29	Date rights trading will end (if applicable)	n/a
30	How do +security holders sell their entitlements infull through a broker?	n/a
31	How do +security holders sell partof theirentitlements through a broker and accept for thebalance?	n/a
32	+securityHowdoholdersdisposeoftheirentitlements (except by sale through a broker)?	n/a
33	+Despatch date	n/a

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: for (a) Ordinary shares only. Quotation is not being requested for Options and convertible notes.

(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
• 36 If the +securities are +equity securities, a distribution schedule of the additional +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

Entities that have ticked box 34(b)

• 38 Number of securities for which +quotation is sought
• 39 Class of +securities for which quotation is sought
• 40 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

+ See chapter 19 for defined terms.

41 Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security)

42 Number and +class of all +securities quoted on ASX (including the securities in clause 38)

+Class

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.

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.

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Sign here: Date: 1 October 2015

Print name: Zane Lewis

Director

• See chapter 19 for defined terms.