REDCASTLE RESOURCES LIMITED — Share Issue/Capital Change 2014

Oct 23, 2014

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	Ordinary Shares, Unlisted First Performance Stock Rightsand Unlisted Second Performance Stock Rights
2	Number of +securities issued or to be issued (ifknown) or maximum number which may be issued	111,156,531 Ordinary Shares (on a post-consolidationbasis – refer to the consolidation of the company'sissued share capital approved by shareholders on 22October 2014)20,000,000 Unlisted First Performance Stock Rights20,000,000 Unlisted Second Performance Stock Rights
3	Principal terms of the +securities (eg, if options,exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates+convertibleforpayment;ifsecurities,theconversion price and dates for conversion)	Ordinary Shares – fully paid ordinary shares rankingequally in all respects with the existing shares currentlyon issue in the company.Unlisted First Performance Stock Rights and UnlistedSecond Performance Stock Rights – refer to section 15.3of the company's prospectus dated 20 October 2014(Prospectus).
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 nextdividend, (in the case of a trust, distribution) orinterest paymentthe extent to which they do not rank equally,other than in relation to the next dividend,distribution or interest payment	Ordinary Shares - YesUnlisted First Performance Stock Rights and UnlistedSecond Performance Stock Rights – No, these securitieswill rank equally with the ordinary shares on issue in thecompany upon satisfaction of performance milestonesand subsequent conversion into shares - refer to section15.3 of the Prospectus. The Unlisted First PerformanceStock Rights and Unlisted Second Performance StockRights do not entitle the holder to any dividends orinterest payments.

5	Issue price or consideration	30,000,000 Ordinary Shares - $0.20 per Share.
		81,156,531 Ordinary Shares, 20,000,000 Unlisted FirstPerformance Stock Rights and 20,000,000 Unlisted – nilconsideration.
6	Purpose of the issue(If issued as consideration for the acquisition of assets,clearly identify those assets)	30,000,000 Ordinary Shares offered pursuant to the PublicOffer under the Prospectus.60,000,000 Ordinary Shares, 20,000,000 Unlisted FirstPerformance Stock Rights and 20,000,000 Unlisted SecondPerformance Stock Rights offered to the security holdersof Helpa Inc. in consideration for the company acquiring100% of the securities in Helpa Inc.21,156,531 Ordinary Shares to be issued to (a) facilitatorsof the acquisition by the company of Helpa Inc, (b) holdersof unlisted convertible notes in the company uponconversion of such notes, (c) directors of the company inlieu of outstanding fees and (d) creditors of the companyin satisfaction of debts owed by the company.
6a	Is the entity an +eligible entity that has obtainedsecurity holder approval under rule 7.1A?	No
	If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and complywith section 6i
6b	The date the security holder resolution under rule 7.1Awas passed	n/a
6c	Number of +securities issued without security holderapproval under rule 7.1	n/a
6d	Number of +securities issued with security holderapproval under rule 7.1A	n/a
6e	Number of +securities issued with security holderapproval under rule 7.3, or another specific securityholder approval (specify date of meeting)	n/a
6f	Number of securities issued under an exception inrule 7.2	n/a
6g	If securities issued under rule 7.1A, was issue price atleast 75% of 15 day VWAP as calculated under rule7.1A.3? Include the issue date and both values. Includethe source of the VWAP 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

Number +Class 114,908,750 Fully Paid Ordinary Shares (on a post-consolidation basis)

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

8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)

Number	+Class
20,000,000	Unlisted First Performance Stock Rights
	Unlisted Second Performance Stock
20,000,000	Rights

No dividend policy has been established

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

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	n/a
12	Is the issue renounceable or non-renounceable?	n/a
13	Ratio in which the +securities will be offered	n/a
14	+Class of +securities to which the offer relates	n/a
15	+Record date to determine entitlements	n/a
16	Will holdings on different registers (orsubregisters) be aggregated for calculatingentitlements?	n/a
17	Policy for deciding entitlements in relation tofractions	n/a
18	Names of countries in which the entity has+security holders who will not be sent newissue documentsNote: Security holders must be told how their entitlements are tobe dealt with.Cross reference: rule 7.7.	n/a

n/a

n/a

On or about 5 December 2014

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

(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)

Number	+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.

Sign here: Date: 24 October 2014

Print name: Zane Lewis

Director

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+ See chapter 19 for defined terms.