REDCASTLE RESOURCES LIMITED — Interim / Quarterly Report 2003

Mar 18, 2003

GREAT PACIFIC CAPITAL LIMITED ABN 57 096 781 716

LEVEL 7 KYLE HOUSE27–31 MACQUARIE PLACESYDNEY NSW 2000 PO BOX R 1608Royal Exchange NSW 1225 TEL 02 8220 9800FAX 02 8220 9811

18 March 2003

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PRE-QUOTATION DISCLOSURE

Great Pacific Capital Limited (the Company) releases the following information to the market as part of pre-quotation disclosure.

$11$ Australian Financial Services Licence

In the Company's supplementary prospectus dated 22 January 2003 the Company disclosed that ASIC had raised with the Company the view that the Company, a number of subsidiaries of the Company, or both may be required to hold an Australian financial services license under the Corporations Act in order for the subsidiaries to issue promissory notes and that the Company was engaging in dialogue with ASIC to resolve this issue.

By letter dated 19 February 2003, the Company made the following representations to ASIC about its funding model:

• The Company will no longer use its current funding model as disclosed in its $(a)$ prospectus dated 22 October 2002 under which investments in projects are funded by means of the issue of promissory notes to investors.
• The Company and its controlled entities will raise funds for investment in its $(b)$ projects only through arrangements:
  • that are specifically exempted by the Corporations Act (including $(i)$ regulations made under that Act) from the definition of financial product (such as the credit facilities exemption in Regulation 7.1.06); or
  • for which the Corporations Act (including regulations made under that Act) $(ii)$ otherwise provides a specific exemption from the requirement to hold an Australian financial services licence (such as the transitional exemption for debentures under paragraph (r) of Regulation 7.6.01); or
  • for which the Company has ASIC relief from the requirement to hold an $(iii)$ Australian financial services licence.
• Where the Company relies on the transitional exemption for debentures under $(c)$ paragraph (r) of Regulation 7.6.01, the Company will only issue debentures to wholesale clients as defined in the Corporations Act.
• The Company and its controlled entities will not provide financial product advice as $(d)$ defined in the Corporations Act except in circumstances where the Corporations Act (including regulations made under that Act) provides a specific exemption from the requirement that providers of financial service advice hold an Australian

financial services licence or for which the Company has ASIC relief from the requirement to hold an Australian financial services licence.

Based on the Company's representations to ASIC, ASIC informed ASX by letter dated 7 March 2003 that it has no reason to be concerned that the Company's revised funding model requires the Company or its subsidiaries to obtain an Australian financial services licence.

ASIC has not, however, made any further statements to the Company about past issues of promissory notes except that ASIC will not consider taking a "no action" position in respect of past issues of promissory notes without a full submission made by the Company pursuant to ASIC Policy Statement 108. The Company has, to date, not made a submission to ASIC pursuant to Policy Statement 108.

Financial Statements $2.$

The Company has finalised its 31 December 2002 half-year financial statements. The net result of the consolidated entity consisting of Great Pacific Capital Limited and controlled entities was a profit after applicable income tax of $1,544,214 (30 June 2002: $1,472,736).

The Company's 31 December 2002 financial statements are Attachment A. The Company's 30 June 2002 financial statements are Attachment B.

An updated pro-forma balance sheet based on actual funds raised under the Company's current prospectus is Attachment C.

Details of Loans $3.$

ASX has required the Company to disclose further details of loans that it has made.

A spreadsheet containing these details is Attachment D.

The Company confirms that all loans were made to independent third party borrowers on arm's length terms. The Company also advises investors not to rely on the valuation figures provided as the valuations were made for specific purposes at a specific date and are based on assumptions.

Share Option Plan 4.

The terms of the Directors, Executives and Staff Share Option Plan are Attachment E.

Shareholder Information 5.

1,885,500 shares are to be issued under the Company's current prospectus.

Excluding restricted securities, a total of 3,625,500 shares are to be quoted on ASX. This includes shares not issued under the Company's current prospectus.

The following shareholder information is attached:

Distribution Schedule (Attachment F) $(a)$

Top 20 Shareholders (Attachment G) $(b)$

Restricted Securities 6.

ASX has determined that the following 8,260,000 shares and 10,000,000 options are restricted securities which are to be escrowed for 24 months from the date of quotation of the securities of the Company:

• 260,000 shares issued at 50 cents each pursuant to a prospectus issued in July $(a)$ 2001 to related seed capitalists on 7 September 2001.
• 1,000,000 shares issued at $1.00 each on 5 December 2001 to Danny Au-Yeung $(b)$ and his nominees in consideration for the purchase of GPC No.1 (City Quarter) Pty Ltd.
• 2,500,000 shares issued at 5 cents each on 7 September 2001 to directors in $(c)$ consideration for their services in establishing the business.
• 2,000,000 shares issued at 5 cents each on 7 September 2001 to nominees of $(d)$ Surich Investments Limited, including without limitation Skyworth Investments Limited, Lai Ling Lam, Ace Bond Capital Limited, Master Max Far East Limited, Francis Siu Pui Young, Giant Profits Limited, and Susanne and Victor Chu.
• 2,500,000 shares issued at 5 cents each to nominees of Surich Investments $(e)$ Limited on 3 December 2001 in consideration for Surich agreeing to the cancellation of a subscription agreement for subscription for 12,500,000 redeemable preference shares at $1.00 per share, including without limitation Skyworth Investments Limited, Lai Ling Lam, Ace Bond Capital Limited, Master Max Far East Limited, Francis Siu Pui Young, Giant Profits Limited, and Susanne and Victor Chu.
• 10,000,000 options issued to directors under the directors' Share Option Plan $(f)$ exercisable at $2.50 at any time prior to 30 June 2004.

Edwin Yeung Company Secretary

GPC No.3	GPC No.1 & 2	Company
$750,000	$13,600,000	Amount 1Loan
Vaucluse NSWResidential Property	Residential PropertyCamperdown NSW	Security Property 2
18 September 2002	30 June 2002	of SecurityDate of MostPropertyRecent Valuation
36,000,000	$79,225,000	Valuation 3
1877Valuer (Reg No.Consultancy &Valuation Pty LtdGregory ParsonsColliersJardineCertified Practising	Valuer (Reg. No.Mr Timothy J3301Certified PractisingGavanLandmark White	Valuer
2002)(Note: Loan fullysecurity purposes.For mortgagerepaid in October	security for mortgagesubject property asadvice on thelending purposessuitability of theTo offer valuation	ValuationPurpose of
$2,500,000	$46,638,000	Amounts 4Prior-RankingLoan

Details of Loans Advanced as Disclosed in the Prospectus Dated 22 October 2002

No.6GPC No.5 &						GPC No.4	Company
						$1,500,000	Amount 1ueo 1
developmentpropertypesodoud ensund opCompanies formedbeing advanced.projects. No loans		NSN Sydney NSW	Residential Property		NSN Adney NSW	PropertyCommercial	Security Property 2
			29 October 2001			20 September 2001	of SecurityRecent ValuationDate of MostProperty
			$2,750,000			$14,250,000	Valuation 3
	Herron Todd White	(RegRegistered ValuerL. No. 3197)	Curtis Field	Herron Todd White	(RegRegistered ValuerNo. 3996)	Adam Elias	Valuer
			burposes.For mortgage			purposes.For mortgage	ValuationPurpose of
			$2,050,000			$10,000,000	Amounts 4Prior-RankingLoan

	GPC No.10	GPC No.7	Company
			Amount 1Loan
raised in thisadvanced.loans have beenon bue yneqmoo	funds have beendevelopment. Nobropertymanage proposedCompany formed to	no loans have beendeposit onor will be advanced.temporary basis anddeposited into bankFunds raised are	Security Property 2
			Date of Mostof SecurityRecent ValuationProperty
			Valuation 3
			Valuer
			Purpose ofValuation
			Prior-RankingAmounts 4Loan

Company	LoanAmount 1	Security Property 2	of SecurityDate of MostRecent ValuationProperty	Valuation 3	Valuer	Purpose ofValuation	Amounts 4Prior-RankingLoan
GPC No.11	$2,000,000	previously used ascoal mineLand & Property	24 June 2002	$8,815,000	T C WetherallValuer (Reg. No.Certified Practising	mortgage purposes"forced sale" value for"current market" andTo assess the	$655,000$2,925,000 and
		Dapto NSW			3414)Pty LtdTCW Consulting
	$750,000	for Commercial &Residential PropertyVacant land with DA	21 November 2002	$1,200,000	ValuerCertified PractisingTrevor Dalton	mortgage securitypurposesonly" valuation forTo provide a "land	$550,000
		Darwin NT			Property SolutionsAustralAsia

Company	Loan	Security Property 2	Date of Most	Valuation 3	Valuer	Purpose of	Prior-Ranking
	Amount 1		of SecurityPropertyRecent Valuation			Valuation	Amounts 4Loan
		Residential Property	12 February 2003	$1,250,000	Gregory Parsons	For mortgage	$400,000
		Point Piper NSW			Valuer (Reg. No.2281Certified Practising	security purposes.
					Valuation Pty LtdConsultancy &Colliers Jardine
GPC No.12		advanced by thiscompany yet.No loans have been
GPC No.13	$400,000	Residential Property	2 September 2002	$4,000,000	D.B.Bird	For mortgage	$2,600,000
		Balmoral NSW			valuer (Reg. No.2485)Certified Practising	sesorlity purposes.
					AppraisalsKohler Bird

Amount bAggregateLoan					Company
$19,000,000					Amount 1Loan
			Chatswood NSW	Residential Property	Security Property 2
				30 September 2002	PropertyDate of Mostof SecurityRecent Valuation
				$450,000	Valuation 3
	ServicesMJM Property	Estate Valuer (Reg.ξ,3151)	Practising Real	Michael Mannix	Valuer
			sesodund Anthoses	For mortgage	ValuationPurpose of
				$304,000	Amounts 4Prior-RankingLoan

valuations were prepared at a specific time for Great Pacific Capital Limited and for the specific purposes indicated and may not be relied upon by any independent third parties. third party for any purpose Note 3: Due to changes in market forces and other circumstances, valuations are current only at the date of valuation and are subject to change. The

Prospectus. This is subject to change. The facility limit for GPC No.1 and No.2 was increased subsequent to 22 October 2002. See Appendix 2.

Note 1: The Loan Amount is the maximum amount that was able to be drawn down under the loan facility as at 22 October 2002 being the date of the

Note 2: The Loan Amounts are secured by second or third ranking security interests over the subject properties. All owners of the properties are

this disclosure. Loan Amounts without the consent of Great Pacific Capital Limited. Great Pacific has not consented to and is not aware of any increases to the date of Note 4: The Prior Ranking Loan Amounts are as at 22 October 2002 and are subject to change. Borrowers are not entitled to increase the Prior Ranking

October 2002 and the Company's 30 June 2002 and 31 December 2002 financial statements are provided at Appendix 1 and Appendix 2 below. Note 5: Reconciliations of the aggregate of the Loan Amounts to the Loan and Receivable figures as disclosed in the Company's prospectus dated 22

			APPENDIX1
			Recordingion of Loan Amocrats in "Loans" Speedscheet Aich Foan Amocrats as Diagnomers as Diagnomer AJune 2002.isclosed in Audited Financial Statements at 30
Company	Loan Amout in "Detailsof Loans" Spreadsheet	Financial Statements at 30Loan amount in AuditedJune 2002	Comments
GPC No.1	13,600,000	13,600,000
GPC No.3	750,000	500,000	Actual amount drawn down is $500,8
GPC No.4	1,500,000	1,130,253	Actual amount drawn is $1,130,253
GPC No.11	2,000,000		Loan advanced after 30 June 2002
	750,000		Loan advanced after 30 June 2002
GPC No. 13	400,000		Loan advanced after 30 June 2002
	19,000,000	15,230,253

Reconciliation of Loan Amounts in "Details of Loans" Spreadsheet with Loan Amounts as Disclosed in Audited Financial Statements at 31 December 2002.

Company	"Details of Loans"Loan Amount in	Audited FinancialLoan amount in	Comments
	Spreadsheet	Statements at 31 Dec2002
GPC No. 1	13,600,000	15, 135, 000	Maximum loan facility increased to permit borrower to start later stages of project.
GPC No. 3	750,000	0	Loan repaid
GPC No.4	1,500,000	1, 130, 253
GPC No.8	0	2,116,043	GPC Mos 8. GPC Bellambi are financier to an independent third party consortium in the process of acquiring a coal
GPC Bellambi	0	111,593	mine with a coal lease and 800 hectares of freehold land near Wollongong
			independent third party in the amountGPC No. 8 and GPC Bellambi are currently arranging serior debt to the consortium to be provided by ant of approximately $17 million.
			The transaction is not yet settled butthe consortium is the successful bidder for the coal mine
			various expenses.GPC No.8 and GPC Bellambi have advanced $2,227,636 representing a deposit of $2,000,000 and $227,636 for
			This deposit of $2,000,000 will be repaid once the senior debt is arranged and settlement has occurred
			The expenses will either be repaid once the senior debt is arranged and settlement has occurred or be advanced asmortgage on the land. The senior debt provider will have the first ranking mortgage on the landmezzanine finance. If it is advancedas mezzanine finance, GPC No.8 and GPC Bellambi will have second
			Lindemann (Reg. No. 6382) of United Valuers Pty LtdThe land was valued at $28 million for mortgage purposes on 15 Jan 2003 by Jeff Millar (Reg. No. 2745) and Heinz

	GPC No.13		GPC No. 11
19,000,000	400,000	750,000	2,000,000
21,371,911	400,000	750,000	1,729,026

Note: No new loan facilities have been arranged or increases in existing facility limits granted from 31 December 2002 to the date of this disclosure.