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REDCASTLE RESOURCES LIMITED Interim / Quarterly Report 2007

Feb 27, 2007

65668_rns_2007-02-27_520265db-0640-4b1d-a4b3-621d830b537b.pdf

Interim / Quarterly Report

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HALF-YEAR INFORMATION GIVEN TO THE ASX UNDER LISTING RULE 4.2A

Name of Entity

Great Pacific Capital Limited

ABN or equivalent reference $#$---------------------------------------
57 096 781 716
.

Reporting period

į,

Half-year ended 31st December 2006

Previous corresponding period Half-year ended 31st December 2005

The information contained in this appendix should be read in conjunction with the most recent annual financial report.

Contents

Page No
Results for announcement to the market
Net tangible assets per ordinary share
Other information regarding this appendix

RESULTS FOR ANNOUNCEMENT TO THE MARKET

Revenue from ordinary activities down 50.91% tο $2,605,364
Profit from ordinary activities after income taxattributable to members up NA tο $803,584
Net profit for the year attributable to members up tο $803,584
Dividends per Share Amount per share Franked amount per shareat 30% tax
Final $0$ cents 0 cents
Interim 0 cents $0$ cents

No dividend was declared in respect of the half year period to 31 December 2006

Review of operations

The net result of the consolidated entity after applicable income tax for the half year ended 31 December 2006 was a profit of $803,584.

As disclosed in the Annual report for the financial year ended 30 June 2006, the non recovery of the debts provided to the redevelopment project at the former Camperdown Children's Hospital had severely affected the ability of the GPCL Group to meet its future working capital and its debts obligations when they fall due and payable. To properly manage this situation, the board has initiated several steps as disclosed in the 2006 Annual Report some of which had been completed as detailed below:

  1. The company has completed the sale of some storage spaces and car parking spaces in the former Camperdown Children's Hospital redevelopment project;

  2. The company has completed the sale of the land and building owned by its controlled entity, GPC No.6 (Barrack Point) Pty Limited with the proceeds used to reduce the bank overdraft;

  3. The company has secured another $500,000 loan facility which could be converted into equity upon approval of shareholders to cover the working capital of the Group. $300,000 has been drawn during the period.

Unfortunately, the debt restructuring program as mentioned as the 2006 Annual Report has not been completed as anticipated at the time of completing the 2006 Annual Report. However, all the lenders and debenture note holders have agreed to the proposal whereby GPCL will assign its entitlements to the receivable from owner of the land at the Bellambi West Colliery Site and the right to the shares to be issued by Resource Pacific Holding Limited to them in consideration for their rights to repayment of their debts to GPCL Group. The delay was due to the request from the independent expert for an updated valuation report on the Bellambi West colliery site. The Company has now received a draft of the valuation report and aims to hold a shareholders' meeting in mid April 2007 to approve this debt restructuring proposal.

The Group's short term viability is dependent upon the ongoing support of its lenders and debenture note holders and ultimately the approval of the shareholders for the proposed debt restructuring.

The Group's mid to long term future is dependent upon the successful completion of the proposed debt restructuring and subsequent expansion program to be proposed.

Review of operations (continue)

The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

In the event the Group was unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in this report.

Current period2006 Previouscorresponding period2005
Net tangible assets per ordinary share(NTA backing) 0.53 l 53

Other information

The information contained in this Appendix 4D is based on the attached financial report for the half year ended 31 December 2006 which is subject to an independent review.

GREAT PACIFIC CAPITAL LIMITED ABN 57 096 781 716 AND ITS CONTROLLED ENTITIES FINANCIAL REPORT FOR THE HALF YEAR ENDED 31 DECEMBER 2006

CONTENTS

$\mathbf{r}$

$\mathcal{L}$

$\sim$

Directors' Report Page No.
Auditor's Independence Declaration 3
Consolidated Income Statement 4
Consolidated Balance Sheet 5
Consolidated Statement of Changes in Equity 6
Consolidated Cash Flow Statement 7
Notes to the Financial Statements 8
Directors' Declaration 15
Independent Review Report 16

Great Pacific Capital Limited is a company limited by shares, incorporated and domiciled in Australia. Its registered office and principal place of business is Level 23, 123 Pitt Street, Sydney, NSW 2000.

DIRECTORS' REPORT

The Directors present their report on the consolidated entity consisting of Great Pacific Capital Limited and the entities it controlled for the half year ended 31 December 2006.

Directors

The following persons held office as Directors during or since the end of the half year ended 31 December 2006:

Alfred Wong, Chairman Danny Au-Yeung Ivan Wong

Results and review of operations

The net result of the consolidated entity after applicable income tax for the half year ended 31 December 2006 was a profit of $803,584.

As disclosed in the Annual report for the financial year ended 30 June 2006, the non recovery of the debts provided to the redevelopment project at the former Camperdown Children's Hospital had severely affected the ability of the GPCL Group to meet its future working capital and its debts obligations when they fall due and payable. To properly manage this situation, the board has initiated several steps as disclosed in the 2006 Annual Report some of which had been completed as detailed below:

  1. The company has completed the sale of some storage spaces and car parking spaces in the former Camperdown Children's Hospital redevelopment project:

  2. The company has completed the sale of the land and building owned by its controlled entity, GPC No.6 (Barrack Point) Pty Limited with the proceeds used to reduce the bank overdraft;

  3. The company has secured another $500,000 loan facility which could be converted into equity upon approval of shareholders to cover the working capital of the Group. $300,000 has been drawn during the period.

Unfortunately, the debt restructuring program as mentioned as the 2006 Annual Report has not been completed as anticipated at the time of completing the 2006 Annual Report. However, all the lenders and debenture note holders have agreed to the proposal whereby GPCL will assign its entitlements to the receivable from owner of the land at the Bellambi West Colliery Site and the right to the shares to be issued by Resource Pacific Holding Limited to them in consideration for their rights to repayment of their debts to GPCL Group. The delay was due to the request from the independent expert for an updated valuation report on the Bellambi West colliery site. The Company has now received a draft of the valuation report and aims to hold a shareholders' meeting in mid April 2007 to approve this debt restructuring proposal.

The Group's short term viability is dependent upon the ongoing support of its lenders and debenture note holders and ultimately the approval of the shareholders for the proposed debt restructuring.

The Group's mid to long term future is dependent upon the successful completion of the proposed debt restructuring and subsequent expansion program to be proposed.

The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

In the event the Group was unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in this report.

DIRECTORS' REPORT

Matters subsequent to the end of the reporting period

There are no matters or circumstances that have arisen since 31 December 2006 that has significantly affect, or may significantly affect:

  • (a) The consolidated entity's operations in the future financial years, or
  • (b) The result of those operations in future financial years, or
  • (c) The consolidated entity's state of affairs in the future financial years.

Auditor's Independence Declaration

A copy of the auditor's independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 3.

Signed at Sydney this 28th day of February 2007 in accordance with a resolution of the Directors.

...................................... Alfred Wong Director

,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, Danny Au-Yeung Director

GREAT PACIFIC CAPITAL LIMITED ABN 80 004 119 304 AND CONTROLLED ENTITIES

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF GREAT PACIFIC CAPITAL LIMITED

Going concern

Note 1(a) discusses the ability of the company to continue as a going concern. In that Note, the directors state their opinion that the going concern basis used in the preparation of the financial report is appropriate. At the date of our report, the debt restructuring program has not been completed and the company is dependent upon the on going support of its lenders and debenture note holders. In addition, negotiations with the company's bankers to extend its overdraft facilities are on going. In our opinion, therefore, it is highly improbable that unless the debt restructuring program is completed and the company is able to extend its overdraft facility with its bankers, the company will not be able to continue as a going concern and therefore we believe the going concern basis should not be used. Had the going concern basis not been used, adjustments would need to be made relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities, to reflect the fact that the company may be required to realise its assets and extinguish its liabilities other than in the normal course of business, and at amounts different from those stated in the financial report.

Qualified Review Statement

Based on our review, which is not an audit, because of the matters referred to in the qualification paragraphs, the half-year financial report of Great Pacific Capital Limited does not present fairly in accordance with:

  • the Corporations Act 2001, including: $\mathbf{a}$
    • giving a true and fair view of the financial position of the consolidated entity at 31 i. December 2006 and of its performance for the half-year ended on that date; and
    • Ħ. complying with Accounting Standard AASB 134 "Interim Financial Reporting" and the Corporations Regulations 2001; and
  • other mandatory professional reporting requirements in Australia. $b$

Hall Chadwick Chartered Accountants Level 29, 31 Market Street Sydney, NSW 2000

⁄DAVID KENNEY Partner

Date: 28 February 2007

CONSOLIDATED INCOME STATEMENT FORTHE HALF YEAR ENDED 31 DECEMBER 2006

Consolidated31 Dec 2006 Consolidated31 Dec 2005
Notes $ S
Interest income 2 2,179,387 4,879,413
Interest expense 2 (1,706,318) (1,636,992)
Net interest income 473,069 3,242,421
Fee and commission income 3 425,973 425,973
Other income 4 1,462
Provision for doubtful debts (20, 255, 439)
Impairment loss on investments (1,248,000)
Depreciation and amortisation expense (2,834) (2,022)
Employee expense (156, 278) (291, 480)
Lease and rental expense (60, 904) (95, 816)
Legal and professional fees (226, 502) (210, 826)
Other expenses from ordinary activities (146,010) (209, 881)
Profit/(Loss) before income tax 306,518 (18, 643, 608)
Income tax benefit 497,066 5,592,682
Profit/(Loss) attributable to members of the parent entity 803,584 (13,050,926)
Cents per share
Basic earnings per share 6.8 (109.8)

$6.8$

$(109.8)$

$\hat{\mathcal{A}}$

Basic earnings per share Diluted earnings per share

The above consolidated income statement is to be read in conjunction with the notes to the financial statements.

$\mathcal{L}$

CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2006

Assets Notes Consolidated31 Dec 2006$ Consolidated30 Jun 2006S
Cash and cash equivalents 207,908 21,046
Receivables 5 14,601,631 12,598,572
Loans 9,110,456 9,686,604
Deferred tax assets 7,653,832 7,266,924
Investments 6 700,000 700,000
Property, plant and equipment 2,018,306 3,120,869
Total assets 34,292,133 33,394,015
Liabilities
Bank overdraft 1,726,854 2,966,315
Payables 4,096,301 2,934,558
Current tax liabilities 37,444
Provision $-$ annual leave 43,467 61,057
Borrowings 16,953,116 16,653,116
Deferred tax liabilities 5,117,289 5,190,003
Total liabilities 27,937,027 27,842,493
Net assets 6,355,106 5,551,522
Equity
Issued capital 4,735,500 4,735,500
Reserves 705,587 705,587
Retained profits 914,019 110,435
Total equity 6,355,106 5,551,522

The above consolidated balance sheet is to be read in conjunction with the notes to the financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 31 DECEMBER 2006

$\mathbf 3$ $ S $
ShareCapitalOrdinary Retained Profits AssetRevaluationReserve Total
Balance at 1.7.2005 4,735,500 13,642,386 915,587 19,293,473
Loss attributable to members ofparent entity (13,050,926) (13,050,926)
Balance at 31.12.2005 4,735,500 591,460 915,587 6,242,547
Balance at 1.7.2006Profit attributable to members of 4,735,500 110,435 705,587 5,551,522
parent entity 803,584 803,584
Balance at 31.12.2006 4,735,500 914,019 705,587 6,355,106

The above consolidated statement of changes in equity is to be read in conjunction with the notes to the financial statements

$\hat{\mathcal{A}}$

CONSOLIDATED CASH FLOW STATEMENT FOR THE HALF YEAR ENDED 31 DECEMBER 2006

Consolidated31 Dec 2006 Consolidated31 Dec 2005
$ £
Cash flows from operating activities
Interest received 2,050 61,197
Interest paid (775, 379) (1,020,220)
Operating receipts 1,204,040 19,094
Operating payments (979, 882) (1,369,117)
Net cash used in operating activities (549, 171) (2,309,046)
Cash flows from investing activities
Proceeds from sale of property, plant and equipment 1,100,000
Payments for property, plant and equipment (271)
Proceeds from repayment of loans 576,148
Loans to developers and borrowers 439,803(1,348,730)
Net cash provided by/(used in ) investing activities 1,675,877 (908, 927)
Cash flows from financing activities
Dividends paid in relation to prior years
Proceeds from borrowings (383)300,000
Repayments of borrowings 2,680,575
(1, 825, 000)
Net cash provided by financing activities 299,617 855,575
Net increase/(decrease) in cash held 1,426,323 (2,362,398)
Cash at the beginning of the financial period (2,945,269) (634,968)
Cash at the end of the financial period (1,518,946) (2,997,366)

The above statement of cash flows is to be read in conjunction with the notes to the financial statements.

$\bar{\ell}$

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

1. Summary of significant accounting policies

Basis of preparation of financial report

This half year consolidated general purpose financial report has been prepared in accordance with the requirements of the Corporations Act 2001, Accounting Standards AASB134: Interim Financial Reporting, and AASB130: Disclosures in the Financial Statements of Banks and Similar Financial Institutions, Urgent Issues Group Interpretations and other authoritative pronouncements of the Australian Accounting Standard Board.

This report should be read in conjunction with the annual financial report for the year ended 30 June 2006 and any public announcements made by Great Pacific Capital Limited and its controlled entities during the half year in accordance with continuous disclosure requirements arising under the Corporations Act 2001 and Australian Stock Exchange Listing Rules.

Accounting policies adopted has been consistently applied and are consistent with those applied in the 30 June 2006 annual report, unless otherwise specified.

This half year report does not include full disclosures of the type normally included in an annual financial report.

(a) Going concern

The financial statements have been prepared on a going concern basis, which contemplates continuity of normal trading activities and realisation of assets and settlement of liabilities in the normal course of business.

As disclosed in the Directors' Report, the Group's short term viability is dependent upon the ongoing support of its lenders and debenture note holders and ultimately the approval of the shareholders for the proposed debt restructuring.

To properly manage this situation, the board has initiated several steps as disclosed in the 2006 Annual Report some of which had been completed as detailed below:

  1. The company has completed the sale of some storage spaces and car parking spaces in the former Camperdown Children's Hospital redevelopment project;

  2. The company has completed the sale of the land and building owned by its controlled entity, GPC No.6 (Barrack Point) Pty Limited with the proceeds used to reduce the bank overdraft;

  3. The company has secured another $500,000 loan facility which could be converted into equity upon approval of shareholders to cover the working capital of the Group. $300,000 has been drawn during the period.

Unfortunately, the debt restructuring program as mentioned as the 2006 Annual Report has not been completed as anticipated at the time of completing the 2006 Annual Report. However, all the lenders and debenture note holders have agreed to the proposal whereby GPCL will assign its entitlements to the receivable from owner of the land at the Bellambi West Colliery Site and the right to the shares to be issued by Resource Pacific Holding Limited to them in consideration for their rights to repayment of their debts to GPCL Group. The delay was due to the request from the independent expert for an updated valuation report on the Bellambi West colliery site.

The Company has now received a draft of the valuation report and aims to hold a shareholders' meeting in mid April 2007 to approve this debt restructuring proposal.

The Group's mid to long term future is dependent upon the successful completion of the proposed debt restructuring and subsequent expansion program to be proposed.

The bank overdraft facility provided to the Company, was secured by the land owned by GPC No.5 (Wombarra) Pty Limited and GPC No.6 (Barrack Point) Pty Limited. As disclosed in the 2006 Annual Report, the land owned by both entities were put on sale to repay this overdraft facility. The land owned by GPC No.6 (Barrack Point) Pty Limited was sold in October 2006 with the sale proceeds used to reduce the overdraft facility. The land owned by GPC No.5 (Wombarra) Pty Limited is currently on the market.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

(a) Going concern (continued)

Due to the slow down of the property market and the time lag in the realisation of the sale of the land in GPC No. 5 (Wombarra) Pty Limited, the bank issued a letter of demand dated 31 October 2006. The bank subsequently agreed to extend this letter of demand to 28 February 2007 in consideration for payment of interest in advance up to and including the month of February 2007.

A meeting was held with the bank on 22 February 2007 whereby the company requested a further extension period of three months to complete the sale of the lands in GPC No. 5 (Wombarra) Pty Limited with the same condition of prepayment of interest and additional guarantee from one of the directors if required. At the date of this report the bank is considering this request.

The financial report does not include any adjustments relating to the recoverability or classification of recorded asset amounts or classification of liabilities that might be necessary should the consolidated entity not be able to continue as a going concern.

In the event the Group was unable to continue as a going concern, it may be required to realise its assets and extinguish its liabilities other than in the normal course of business and at amounts different from those currently stated in this report.

(b) Taxation

(i) Income tax

The consolidated entity adopts the liability method of tax-effect accounting whereby the charge for current income tax expense is based on the profit for the year adjusted for any non-assessable or disallowed items. It is calculated using tax rates that have been enacted or are substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. No deferred income tax will be recognised from the initial recognition of an asset or liability, excluding a business combination, where there is no effect on accounting or taxable profit or loss.

Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or liability is settled. Deferred tax is credited in the income statement except where it relates to items that may be credited directly to equity, in which case the deferred tax is adjusted directly against equity.

Deferred income tax assets are recognised to the extent that it is probable that future tax profits will be available against which deductible temporary differences can be utilised.

The amount of benefits brought to account or which may be realised in the future is based on the assumption that no adverse change will occur in income taxation legislation and the anticipation that the economic entity will derive sufficient future assessable income to enable the benefit to be realised and comply with the conditions of deductibility imposed by the law.

(ii) Tax consolidation regime

Great Pacific Capital Limited and its wholly owned Australian subsidiaries have formed an income tax consolidated group under the Tax Consolidation Regime. Great Pacific Capital Limited, the head company, will recognise the current and deferred tax assets and liabilities for the tax consolidated group. Under UIG Interpretation 1052 Tax Consolidation Accounting, deferred tax balances are only recognised in the head entity for its own transactions and for unused tax losses of wholly-owned subsidiaries that are part of the tax consolidated group. Each company in the Group will contribute to the income tax payable in proportion to their contribution to the net profit before tax of the tax consolidated group.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

(c) Taxation (continued)

(iii) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST incurred is not recoverable from the Australian Tax Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

(c) Investments

Non-current investments are measured on the cost basis. The carrying amount of non-current investments is reviewed annually by directors to ensure it is not in excess of the recoverable amount of these investments. The recoverable amount is assessed from the quoted market value for listed investments or the underlying net assets for other non-listed investments and reviewed for impairment.

(d) Receivables

Receivables are measured on cost basis and recorded upon payment of the amount recoverable. In the case of receivables from controlled entities, amounts are recorded upon the advance of loans or payments on their behalf.

Receivables and other debtors, including amount receivable from controlled entities, are assessed annually to determine the recoverable amounts. The difference between the recoverable amount and the original cost are provided for either as doubtful debts or impairment loss in the current year.

(e) Impairment of assets

At each reporting date, the group reviews the carrying values of its tangible and intangible assets to determine whether there is any indication that those assets have been impaired, If such indication exists, the recoverable amount of the asset, being the higher of the asset's fair value less costs to sell and value in use. is compared to the asset's carrying value. Any excess of the asset's carrying value over its recoverable amount is expenses to the income statement.

Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs

(f) Employee benefits

Provision is made for the Company's liability for employee benefits arising from services rendered by employee to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on-costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

(g) Depreciation

The depreciable amount of all fixed assets including building and capitalised lease assets, but excluding freehold land, is deprecated on a straight line basis over their useful lives to the economic entity commencing from the time the asset is held ready for use. Leasehold improvements are depreciated over the shorter of either the unexpired period of the lease or the estimated useful lives of the improvements.

The depreciation rates used for each class of depreciable assets are:

Class of fixed asset Depreciation rate
Office fittings 7-8%
Computer equipment 25%
Communication equipment 14-15%
Furniture and fixtures 7-8%

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

(h) Revenue recognition

Fees, commissions and interest income from the provision of financial services are recognised on an accrual basis.

(i) Comparative figures

When required by Accounting Standards, comparative figures have been adjusted to conform to changes in presentation for the current half year.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

S2. Interest income and expense2,177,3384,879,4132,049 Consolidated31 Dec 2005
Interest incomeLoans and advancesOther S
Total interest income2,179,387 4,879,413
Interest expense
Borrowings1,706,318 1,636,992
Other
Total interest expense1,706,318 1,636,992
3. Fee and commission income and expense
Fee and commission income
Guarantor fee425,973 425,973
Total fee and commission income425,973 425,973

4. Dividends

No dividends were declared in respect of the half year ending 31 December 2006.

Consolidated31 Dec 2006 Consolidated30 Jun 2006
5. Receivables
Interest on loans and advances 34,180,884 32,367,182
Provision for doubtful debts (22, 255, 439) (22,255,439)
11,925,445 10,111,743
Fee receivables 2,647,144 2,221,171
Other debtors 29,042 265,658
14,601,631 12,598,572

Included in the interest receivables above are $18,255,439 from the loan facility provided for the redevelopment project at the former Camperdown Children's Hospital. As the borrower of this loan facility was put into voluntary administration, the full amount of $18,255,439 is included in the provision for doubtful debts.

The company has provided a loan facility to the owner of the land at the Bellambi West colliery site. The principal sum outstanding as at 31 December 2006 is $9,110,456 as disclosed in the Consolidated Balance Sheet. The related interest receivable and the guarantee fee on this loan as at 31 December 2006 is $18,499,692 and is included in the receivables balance above.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

5. Receivables (Continued)

In July 2005, the borrower had signed a joint venture agreement with a reputable development company to develop the land at the Bellambi West colliery site.

An independent valuation report estimated the gross realisation valuation of the land upon completion of development to be $157.5 million with an "as it is" land value of $52 million. This current "as it is" valuation of $52 million is not sufficient to cover the senior debts of $39.8 million and the amount owing to the GPCL Group of $27.61 million secured by this land. However, in view of the joint venture arrangements put into place to develop the land and the financial support organised by the borrower, the Directors of the Company were and continue to be satisfied at the time of this financial report that it is highly likely that the development will be completed achieving the estimated gross realisation value. As such, the directors do not propose to increase the $4 million provision for doubtful debts previously provided for in the half year ended 31 December 2005.

As disclosed in the Directors' Report, a debt restructuring proposal was made to all other lenders and debenture note holders of GPCL Group whereby GPCL Group proposed to assign its entitlements to the receivable from the owners of the Bellambi West Colliery site (including the loan, interest receivable and the guarantee fee receivable) and the right to the shares to be issued by Resource Pacific Holding Limited to them in consideration for their rights to repayment of their debts to GPCL Group. GPCL Group has engaged solicitors and an independent expert to assist in this process with a view of putting up this proposal for shareholders' approval in a shareholders' meeting to be held in April 2007.

Consolidated31 Dec 2006 Consolidated30 Jun 2006
6. Investments
Investment - listedImpairment lossInvestment – listed (at market value)Investment – unlisted 1,560,000(1,560,000) 1,560,000(1,560,000)
700,000 700,000
700,000 700,000

The impairment loss provided against the listed investment is to write down the investment to its market value as at 31 December 2006. The unlisted investment represents unit in the trust that owns the land at the Bellambi West Colliery site. In view of the existence of the joint venture agreement to develop the land as disclosed in Note 5 to the financial statements, the directors are satisfied the carrying value of this investment can be recovered upon completion of this development.

7. Segment information

The consolidated entity operates in one geographical segment, being Australia and in one business segment, being the provision of subordinated debt facilities in funding residential and commercial property development.

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF YEAR ENDED 31 DECEMBER 2006

8. Events occurring after reporting date

There are no matters or circumstances that have arisen since 31 December 2006 that have significantly affect, or may significantly affect:

  • (a) The consolidated entity's operations in the future financial years, or
  • (b) The result of those operations in future financial years, or
  • (c) The consolidated entity's state of affairs in the future financial years.

9. Contingencies

Litigations

In the normal course of business operations, Great Pacific Capital Limited and its controlled entities enter into various types of business contracts that may give rise to contingent liabilities. As at 31 December 2006, there were no outstanding legal claims.

Guarantees Provided

Some entities within the consolidated entity have provided guarantees to third parties in relation to the performance and obligations of certain borrowers in respect to a certain loan facility. The guarantee is for the term of the facility which is 3 years. The consolidated entity charges guarantee fees based on the amount of the facility for providing such guarantee.

The total value of the facilities provided whereby guarantees have been provided to third parties amounted to $39.8 million. This amount represents the maximum exposure to the consolidated entity.

15

GREAT PACIFIC CAPITAL LIMITED AND CONTROLLED ENTITIES

DIRECTORS' DECLARATION

In the opinion of the Directors of Great Pacific Capital Limited:

  • the financial statements and notes, set out on pages 4 to 14, are in accordance with the Corporations Act $(a)$ 2001:
    • give a true and fair view of the financial position of the Company and consolidated entity as at 31 $(i)$ December 2006 and of its performance for the half year ended on that date; and
    • comply with Accounting Standard AASB134: Interim Financial Reporting and the Corporations $(ii)$ Regulations 2001; and
  • $(b)$ there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable. As disclosed in Note 1, this opinion is based on the ongoing support of its lenders and debenture note holders and ultimately the approval of the shareholders for the proposed debt restructuring. The groups mid to long term future is dependent upon the successful completion of the proposed debt restructuring and subsequent expansion program to be proposed and the extension of the company's overdraft facility with its bankers.

Signed at Sydney this 28th day of February 2007 in accordance with a resolution of the Directors.

Alfred Wong Director

Danny Au-Yeung Director

« Hall Chadwidk

Chartered Accountants & Business Advisers

GREAT PACIFIC CAPITAL LIMITED ABN 80 004 119 304 AND CONTROLLED ENTITIES

INDEPENDENT REVIEW REPORT TO THE MEMBERS OF GREAT PACIFIC CAPITAL LIMITED

Scope

The financial report and directors' responsibility

We have reviewed the financial report of Great Pacific Capital Limited for the half-year ended 31 December 2006. The financial report comprises the income statement, balance sheet, statement of changes in equity, statement of cash flows, accompanying notes to the financial statements and the directors' declaration for the consolidated entity comprising Great Pacific Capital Limited and the entities it controlled during the half year ended 31 December 2006.

The directors of the company are responsible for the preparation and true and fair presentation of the financial report in accordance with the Corporations Act 2001. This includes responsibility for the maintenance of adequate accounting records and internal controls that are designed to prevent and detect fraud and error, and for the accounting estimates inherent in the financial report.

Review approach

We have performed an independent review of the financial report in order to state whether, on the basis of the procedures described, anything has come to our attention that would indicate that the financial report is not presented fairly in accordance with Accounting Standard AASB 134; Interim Financial Reporting and other mandatory professional reporting requirements in Australia and statutory requirements, so as to present a view which is consistent with our understanding of the company's financial position, and performance as represented by the results of its operations and its cash flows, and in order for the company to lodge the financial report with the Australian Securities and Investments Commission/Australian Stock Exchange Limited.

Our review has been conducted in accordance with Australian Auditing Standards applicable to review engagements. A review is limited primarily to inquiries of company personnel and analytical procedures applied to the financial data. These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance provided is less than given in an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Independence

In conducting our review, we followed the applicable independence requirements of Australian professional ethical pronouncements and the Corporations Act 2001.

Oualifications

Loans and receivables

Great Pacific Capital Limited have determined the carrying value of the assets in relation to the Bellambi West Colliery site being the interest and fee receivables included in Note 5 to the financial statements; the loan receivable included in the consolidated balance sheet and the unlisted investment included in Note 6 to the financial statements, to be $18,499,692; $9,110,456 and $700,000 respectively. The current "as it is" valuation of $52 Million disclosed in Note 5 to the financial statements is not sufficient to cover the senior debts, the additional finance and the amounts owing to Great Pacific Capital Limited as at 31 December, 2006. In our opinion the carrying amounts are in excess of their recoverable amounts by $17.11 Million. Should the project not proceed to the development stage which is not expected until December 2008 at the earliest, $17.11 Million will be required to be written off to the Income Statement. If the project does proceed to the development stage, we are unable to obtain sufficient evidence to adequately determine if these amounts will be realized.

Sydney Level 29 St Montins Tower 31 Morket Street Sydney 2000 New South Wales

GPO Box 3555 SYDNEY NSW 2001

DX 1451 Sydney

Telephone: (02) 9260 2600 Facsimile: (02) 9263 2800 Emoil: haydinfo@holl chadwick.com.au

Penrith Telephone: (02) 4721 8144 Facsimile: (02) 4721 8155

Partners Robert Elliott Geoffrey McDonald Drew Townsend David Kenney Richard Albarran Ginn Molorco Poul Leroy

Associates Steven Glodman Mirchell Boil Blair Pieash Graham Webb vie Vallance Bill Petrovski

National Association Hall Chadwick

Other Independent firms in: Melbourne Brisbane Adelaide Gold Coost Perth

www.hallchadwick.com.ou

GREAT PACIFIC CAPITAL LIMITED ABN 80 004 119 304 AND CONTROLLED ENTITIES

AUDITOR'S INDEPENDENCE DECLARATION UNDER SECTION 307C OF THE CORPORATIONS ACT 2001 TO THE DIRECTORS OF GREAT PACIFIC CAPITAL LIMITED

This declaration is made in connection with our half year review of the Financial Report of Great Pacific Capital Limited for the period ended 31 December 2006 and in accordance with the provisions of the Corporations Act 2001.

I declare that, to the best of my knowledge and belief, during the half year ended 31 December 2006 there have been:

  • no contraventions of the auditor independence requirements as set out in the $(i)$ Corporations Act 2001 in relation to the audit; and
  • (ii) no contraventions of any applicable code of professional conduct in relation to the audit.

Hall Chadwick Level 29, 31 Market St Sydney NSW 2000

DAVID KENNEY Partner Date: 28 February 2007

Liability limited by a Scheme approved under Professional Standards Legislation

«C Hall Chadwick

Chartered Accountants & Business Advisers

Sydney Level 29 St Mortins Tower a manne roma.31 Market Street Sydney 2000 New South Wales

GPO Box 3555 SYDNEY NSW 2001

DX 1451 Sydney

Telephone: (02) 9263 2600 Facsimile: (02) 9263 2800 Email: hosydlafo@holl chodwick.com.ou

Penrith Telephone: (02) 4721 8144 Focsimile: (02) 4721 8155

Parfners Robert Elliott Geoffrey McDonald Drew Townsend Dovid Kenney Richard Albarran Gino Malacco Poul Leroy

Associates Steven Gladman Mirchell Ball Blair Pleash Graham Webb Lyle Vollonce Bill Petrovski

National Assaciation Hall Chadwick

Other Independent firms in: Melbourne Brisbone Adelaide Gold Coost Perih

www.holichodwick.com.ou

A Member of AGN International Ltd, a worldwide association of separate and Independent accounting and consulting Firms.