STREAMPLAY STUDIO LIMITED — Annual Report 2003

Sep 29, 2003

GPPSLAND LIMITED $A \oplus A$ (2) $A$ / $A \oplus A$ ) $A \oplus A$

GIPPSLAND LIMITED AND CONTROLLED ENTITIES ABN 31 004 766 376

ANNUAL REPORT

FOR THE YEAR ENDED

30 JUNE 2003

CORPORATE DIRECTORY

DIRECTORS

Robert John Telford John Morrison Chisholm John Damian Kenny

SECRETARY

Gary Christian Steinepreis

REGISTERED AND BUSINESS OFFICE

Suite 34, Level 2, 18 Stirling Highway Nedlands WA 6009

PO Box 352 Nedlands WA 6909

Telephone: (08) 9389 8611 Facsimile: (08) 9389 8612 Email: info@gippsland.com.au Website: www.gippsland.com.au

AUDITORS

Grant Thornton Level 6, 256 St. George's Terrace Perth WA 6000

SHARE REGISTRY

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153

Telephone: (08) 9315 0933 Facsimile: (08) 9315 2233

STOCK EXCHANGE

The company's securities are quoted on the official list of the Australian Stock Exchange Ltd, the home branch being Perth

ASX Codes:

GIP - ordinary shares GIPO - options

DIRECTORS' REPORT

Your Directors present their report on the Company and its controlled entities for the financial year ended 30 June 2003.

DIRECTORS

The names of Directors in office at any time during or since the end of the year are:

Robert John Telford John Morrison Chisholm John Damian Kenny

Directors have been in office since the start of the financial year to the date of this report unless otherwise stated.

DIRECTORS OUALIFICATIONS AND EXPERIENCE

Robert John Telford (Chairman) A.W.A.I.T (Chem.) M..R.A.C.I.

Mr Telford is Executive Chairman of Gippsland.

He holds an Associate degree in Pure Chemistry (Organic and Inorganic) having graduated from the Institute of Technology of Western Australia (now Curtin University) in 1967.

Mr Telford has been involved in technology-based industries for some 30 years during which time he has held senior management positions. He has been involved in the international resource industry for some 15 years. He has been involved in the pharmaceutical industry having been a past chairman and major shareholder of the company Inovax Limited. Mr Telford has held the position of CEO in companies involved in inorganic and organic chemical manufacture for some 15 years.

Mr Telford has an interest in 13.973.124 ordinary shares, 6,758,280 listed options and 4,750,000 options to acquire ordinary shares exercisable at 14 cents on or before 11 July 2004.

John Damian Kenny (Executive Director) B. Com (Hons), LLB

Mr Kenny practices law with Blakiston & Crabb, the specialist corporate and resources law firm. He is also an executive director of investment bankers Chatsworth Stirling Pty Ltd, the corporate advisors to the Company. Mr Kenny has a specialised interest in venture capital, initial public offerings and mergers and acquisitions. He has extensive experience in public equity fundraisings and the pricing of equity, debt and derivative securities.

Mr Kenny has an interest in 2,250,000 listed options and 2,250,000 options to acquire ordinary shares exercisable at 14 cents on or before 11 July 2004.

John Morrison Chisholm (Non Executive Director) B.Sc (Hons), PhD., FAusIMM, F.AIG

Dr Chisholm is a consulting geologist with a wide experience in exploration geology and exploration management having worked as lecturer at the University of Western Australia and Curtin University prior to working for various international mining companies.

In 1984 he joined Western United Mining Services Pty Ltd during which time as managing director he managed a large group of geoscientists and was involved in the discovery of the Transvaal and Bounty mines.

Dr Chisholm formed a private geological consulting company, Continental Resource Management Pty Ltd, in 1989 which specialises in exploration management, resource estimations, structural geology and applied geochemistry. He was formerly an adjunct associate professor in economic geology at Curtin University.

Dr Chisholm has an interest in 50,000 ordinary shares, 2,250,000 listed options and 2,250,000 options to acquire ordinary shares exercisable at 14 cents on or before 11 July 2004.

PRINCIPAL ACTIVITIES

The principal activity of the economic entity during the financial year was the prospecting and exploration for commercially and economically viable mineral resources.

There were no other significant changes in the nature of the economic entity's principal activity during the year.

OPERATING RESULTS

The consolidated loss after providing for income tax for the year ended 30 June 2003 amounted to $754,635 [2002: $605.788].

DIVIDENDS

No dividend was paid or declared during the year and the directors do not recommend the payment of a dividend for the year ended 30 June 2003.

REVIEW OF OPERATIONS

ABU DABBAB TANTALUM. TIN & FELDSPAR PROJECT

During the year, the Company continued work on the 40 million tonne Abu Dabbab tantalum, tin, and feldspar project (Abu Dabbab Project). The Abu Dabbab Project, which is conveniently situated with respect to ocean ports and general infrastructure, is the subject of a 50:50 joint venture agreement between Gippsland and the Egyptian Geological Survey & Mining Authority (EGSMA), a state agency of the Egyptian Government.

Process Plant-site Allocation

During May 2003, the Egyptian Minister for Industry and Technology. His Excellency Dr Ali Fahmi Al Sa'aidi, issued Ministerial Decree No 91/2003, allocating an area of 14 km2 to the 50:50 joint venture company Tantalum Egypt for the construction of the Abu Dabbab processing plant.

The plant-site is ideally located 6 km from the Red Sea coast and 19 km from the Abu Dabbab 18 km2 Mining Licence situated further inland up Wadi Abu Dabbab. The allocated plant-site lends itself perfectly to the project in that it includes large areas suitable for the process plant construction plus a number of areas that are ideally suited for tailings storage.

The site allows ready access to the Red Sea for process water whilst enabling mill-feed to be trucked by road-train down the gentle slope from the Abu Dabbab mine site.

The 14 km2 area, which was the Company's first preference, was granted within four weeks of Gippsland's application for the plant-site. The exclusivity, size and prompt granting of the plant-site reflects the high level of support the project is enjoying from all levels of the Egyptian Government, particularly H.E. Dr Ali Fahmi Al Sa'aidi who is most supportive of the project and Gippsland's approach to the overall Abu Dabbab development programme.

Testwork Programme

During the year the Company successfully completed various testwork programmes which demonstrated a high level of tantalum pentoxide (Ta2O5) recovery, tin and feldspar.

Based upon the testwork and a mill feed-rate of 1Mtpa, the Abu Dabbab Project is expected to produce approximately 400,000 pounds per year of Ta2O6

The Company is currently treating a 40 tonne bulk sample in a West Australian based pilot plant. The pilot plant programme is being undertaken to optimise past testwork achievements at a larger scale and to finalise the design of the overall project flow-sheet.

Italian Ceramic Test-work

Independent in-plant testwork undertaken in a number of Italian ceramic tile factories has shown that the Abu Dabbab feldspar well suited to the production of premium quality ceramics (including gress porcellanato tiles). The detailed testwork programmes addressed grindability, fusibility, linear shrinkage, degree of whiteness on fusion and general behaviour when mixed with other tile raw materials.

Based upon a mill feed-rate of 1 Mtpa the Abu Dabbab Project is expected to produce 800,000 tpa of ceramic grade feldspar at start-up however recent feldspar market studies indicate that early consideration must be given to increasing Abu Dabbab feldspar production to 1.2 - 1.8 Mtpa shortly after start-up.

$\mathbf{I}$ in

The project will produce about 1,000 tpa of metallic tin (99.99%) which will be routinely sold on market or via the London Metal Exchange.

Bankable Feasibility Study

The Abu Dabbab BFS, which is being undertaken by the engineering group Lycopodium, is proceeding to expectations and is progressively producing encouraging results.

The BFS is proceeding based on an initial throughput of 1 Mtpa. However, if Abu Dabbab feldspar sales proceed as expected, an early decision will be made to expand the operation to between 1.5 Mtpa and 2 Mtpa.

Off-take Agreements

The Company has entered into a Heads of Agreement with a major European group involved in the feldspar industry. The agreement is based on a feldspar off-take of 2.65Mtpa over a 5-year period commencing at 250,000tpa during year one increasing to 900,000tpa during year five.

Project Finance

The Company has been approached by a number of project finance companies and international development banks, all of which have expressed interest in providing project finance. The company is presently undertaking preliminary discussions with the banks which include the International Finance Corporation (IFC), the commercial arm of the World Bank.

SIGNIFICANT CHANGES IN STATE OF AFFAIRS

During the year and to the date of this report, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, which may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company, in future financial years.

AFTER BALANCE DATE EVENTS

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years other than the finalisation of a capital raising of 14,000,000 ordinary shares and 14,000,000 listed options to raise $560,000.

FUTURE DEVELOPMENTS

Information as to likely developments in the operations of the economic entity and the expected results of those operations in future financial years has not been included in this report because, in the opinion of the Directors, it would prejudice the interests of the economic entity.

ENVIRONMENTAL REGULATION

The economic entity is required to carry out its activities in accordance with the Mining Laws and regulations in the areas in which it undertakes its exploration activities. The Company is not aware of any matter which requires disclosure with respect to any significant environmental regulation in respect of its operating activities.

PROCEEDINGS ON BEHALF OF COMPANY

No person has applied for leave of Court to bring proceedings on behalf of the Company or intervene in any proceedings to which the company is a party for the purpose of taking responsibility on behalf of the company for all or any part of those proceedings.

The Company was not a party to any such proceedings during the year.

LEGAL PROCEEDINGS

One of Gippsland's investee companies is Here2win.com Pty Ltd in which Gippsland owns a 90% interest. Here2win.com Pty Ltd is the owner of various unique and highly interactive Internet horse racing gaming concepts. On the 14 August 2000 Gippsland announced to the Australian Stock Exchange Ltd that the services of the Chief Executive Officer of Here2win.com Pty Ltd, Mr Alex Aguero, had been terminated. Mr Aguero, through Highforce Investments Pty Ltd, continues to hold a 10% equity stake in Here2win.com Pty Ltd. Mr Aguero has commenced litigation against Gippsland seeking payment of what he alleges is unpaid compensation for his services rendered while CEO. The statement of claim filed by Mr Aguero with the Supreme Court of Western Australia claims, amongst other things, damages or alternatively the sum of $1,840,000 plus costs. Gippsland holds the view that the claim is completely without merit and accordingly the claim is being vigorously defended.

SHARE OPTIONS

During the period and up to the date of this report, a total of 26,671,393 listed options exercisable at 9 cents on or before 31 December 2007, were issued and 11,000,000 options exercisable at 14 cents on or before 11 July 2004.

As part of the above issues options were granted to directors and executives as follows:

Directors

Name	11/7/04	31/12/07
Robert John Telford or nominee	4,750,000	4.750.000
John Morrison Chisholm or nominee	2,250,000	2,250,000
John Damian Kenny or nominee	2,250,000	2,250,000

Other executives

Name	11/7/04	31/12/07
Gary Steinepreis or nominee	1,250,000	1.250.000
Helena Nemchin or nominee	500,000	500,000

As at the date of this report the following options were on issue:

Option expiry date	Exercise price	Number on issue
31 December 2007	9 cents	26,671,393
11 July 2004	14 cents	11,000.000
15 February 2004	20 cents	250,000
15 February 2004	30 cents	250,000

MEETINGS OF DIRECTORS

During the financial year, 4 meetings of directors were held. Attendances were:

	NUMBER OF MEETINGS	NUMBER OF MEETINGS
	ATTENDED	ELIGIBLE TO ATTEND
Robert John Telford
John Morrison Chisholm		4
John Damian Kenny

DIRECTORS' AND EXECUTIVES' EMOLUMENTS

The Company's policy for determining the nature and amount of emoluments of Board members and senior executives of the Company is considered by the Directors following a review of the market rates and performance.

Non-executive Directors are remunerated on a fixed fee basis for the performance of services as a Director.

Details of the nature and amount of each element of the emoluments of each Director and the officers receiving the highest emoluments is set out in the following tables:

Directors

Economic Entity and Parent Entity

	Director's	Consulting and
Name	Fees $(S)$	Management Fees ($)	Superannuation	Total
Robert John Telford		144,000 $(a)$	$\cdot$	144.000
John Morrison Chisholm	15,000	448(a)	.350	16.798
John Damian Kenny		36,000(a)	$\overline{ }$	36,000

The consulting and management fees include fees paid to related parties of the Directors.

$(a)$ The Company has entered into an arrangement with a company controlled by RJ Telford to carry out management and administration services on behalf of Gippsland at normal commercial rates. A company in which Dr J M Chisholm has an interest supplies geological services to Gippsland (refer Note 20). The Company had an arrangement with a company associated with Mr J Kenny to supply corporate services to Gippsland at commercial rates. There are no other contracts to which a Director is a party or under which a Director is entitled to a benefit other than as disclosed in these financial statements.

Other executives

Name	Consulting Fees
Gary Steinepreis	20,800(a)

"Other executives" are officers who are or were involved in, concerned in, or who take part in, the management of the affairs of the Company and/or related bodies corporate.

$(a)$ The Company has an arrangement with a company in which Mr G Steinepreis is associated with to supply services to Gippsland at commercial rates.

Non-cash benefits - Directors and executives

The Directors and other executives were granted options during the period which are considered to be non-cash benefits. Fair values have been assessed using the Black-Scholes option pricing model. The factors taken into account by the Black-Scholes option pricing model, which provides a theoretical value, include the following:

11 July 2004 options

Exercise price:	14 cents
Term of the option:	exercisable on or before 11/07/04
Market price of shares when valued:	9 cents
Volatility of the underlying share	100%
Risk-free interest rate	5.81%

31 December 2007 options

9 cents exercisable on or before 31/12/07 5.5 cents 100% 4.91%

Directors

Name	11/7/04	31/12/07	Total
Robert John Telford	199.500	185,250	384,750
John Morrison Chisholm	94.500	87.750	182,250
John Damian Kenny	94.500	87.750	182,250

Other executives

Name	11/7/04	31/12/07	$\tau$ otal
SteinepreisGarv	52.500	75048.	,250Λ4. u

AUDIT COMMITTEE

At the date of this report there is no audit committee of the Board of Directors. The directors are of the opinion that due to the constitution of the Board and the fact that the Board is in ongoing contact with the auditors, a separate audit committee would be of no additional benefit to the Company or its members.

CORPORATE GOVERNANCE

The composition of the Board is considered by the Board as a whole. Due to the size of the Company and the Board there are no special committees of the Board. The Board has the power to appoint new members to the Board and such appointments are subject to re-election by members at the next Annual General Meeting of Members.

The remuneration and terms and conditions relating to the appointment and retirement of Board members and Senior Executives are reviewed and approved by the Board. The Board are responsible for ensuring that there are adequate human resource levels within the Company, selecting appropriate candidates and setting and monitoring employment conditions.

Board members have the right to seek independent professional advice in the furtherance of their duties as Directors at the Company's expense. The Chairman's prior approval of such expenditure is required.

The Board is cognisant of the fact that it must identify significant areas of business risk and implement procedures to manage such risk and develop policies regarding the establishment and maintenance of appropriate ethical standards. Specifically the Board

• ensures compliance with legal statutory and ethical matters
• monitors the business environment
• identifies business risks and opportunities
• ensures prompt and appropriate responses to shareholder enquiries $\bullet$

and to achieve these objectives the Board relies on the advice and assistance of its professional advisers.

INDEMNIFYING OFFICERS AND AUDITOR

During or since the end of the financial year, the company has not given an indemnity or entered into an agreement to indemnify, or paid or agreed to pay an insurance premium for Officers and Auditors indemnity. The Constitution of the Company allows for an indemnity in respect of legal liability for damages and legal costs arising from claims made by reason of any omissions or acts (other than dishonesty) by them, whilst acting in their individual or collective capacity as Directors or Officers of the Company or its controlled entities.

Signed on 30 September 2003 in accordance with a Resolution of the Board.

Juped

R J TELFORD DIRECTOR

STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2003

		Economic Entity		Parent Entity
		2003	2002	2003	2002
	Notes	$	$	$	$
CURRENT ASSETS
Cash assets	5	91,013	270,754	90,913	270,654
Receivables	6	17,492	24,961	17,492	24,961
TOTAL CURRENT ASSETS		108,505	295,715	108,405	295,615
NON CURRENT ASSETS
Receivables	$,6,$
Other financial assets	$\overline{7}$			300	300
Property, plant and equipment	8	11,859	19,225	11,859	19,225
TOTAL NON CURRENT ASSETS		11,859	19,225	12,159	19,525
TOTAL ASSETS		120,364	314,940	120,564	315,140
CURRENT LIABILITIES
Payables	9	60,892	37,419	60,892	37,419
Provisions	10	6,489	14,537	6,489	14,537
TOTAL CURRENT LIABILITIES		67,381	51,956	67,381	51,956
TOTAL LIABILITIES		67,381	51,956	67,381	51,956
NET ASSETS		52,983	262,984	53,183	263,184
EQUITY
Contributed equity	12	11,942,434	11,397,800	11,942,434	11,397,800
Accumulated losses	11	(11,889,451)	(11, 134, 816)	(11, 889, 251)	(11, 134, 616)
TOTAL EQUITY	13	52,983	262,984	53,183	263,184

The accompanying notes form part of these financial statements.

STATEMENT OF FINANCIAL PERFORMANCE FOR THE YEAR ENDED 30 JUNE 2003

		Economic Entity		Parent Entity
		2003	2002	2003	2002
	Notes	$		$	$
EXPENSESCLASSIFICATIONOFBYNATURE
Revenues from ordinary activitiesEmployee expensesManagement and consulting expensesExploration expenditureCorporate office expenditureOther expenses from ordinary activities	$\overline{2}$	9,577(65, 182)(205, 715)(367,040)(63, 024)(55, 885)	5,170(83,088)(176, 754)(270,000)(60, 738)(15, 553)	9,577(65, 182)(205, 715)(367,040)(63, 024)(55, 885)	5,170(83,088)(176, 754)(270,000)(60, 738)(40, 553)
Depreciation expenseLoss from ordinary activities before incometax expenseIncome tax expenses relating to ordinaryactivities	34	(7,366)(754, 635)	(4, 825)(605, 788)	(7,366)(754, 635)	(4, 825)(630, 768)
Net loss attributable to members of the parententity	13	(754, 635)	(605, 788)	(754, 635)	(630, 768)
Total revenues, expenses and valuationadjustments attributable to members of theparent entity and recognised directly inequity.			(28, 302)		(28, 302)
Total changes in equity other than thoseresulting from transactions with owners asowners.		(754, 635)	(634,090)	(754, 635)	(659,070)
Basic loss per share (cents per share)	16	(0.8)	(0.8)
Diluted loss per share (cents per share)	16	(0.8)	(0.8)

The accompanying notes form part of these financial statements.

STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2003

		Economic Entity		Parent Entity
		2003	2002	2003	2002
	Notes	$	$	5	S
CASH FLOW FROM OPERATING ACTIVITIES
Other receipts		44,704	49,791	44,704	49,791
Interest received		9,577	5,170	9.577	5,170
Payments for exploration expenditure		(403, 744)	(270,000)	(403, 744)	(270,000)
Payments for administrative expenditure		(299, 912)	(441, 504)	(286,075)	(397,700)
Net cash (used in) operating activities	14(b)	(649, 375)	(656, 543)	(635, 538)	(612, 739)
CASH FLOW FROM INVESTING ACTIVITIES
Loans to subsidiaries				(13, 837)	(43, 804)
Purchase of plant & equipment			(13,663)		(13,663)
Net cash (used in) investing activities			(13,663)	(13, 837)	(57, 467)
CASH FLOW FROM FINANCING ACTIVITIES
Net proceeds from issue of shares		469,634	703,799	469,634	703,799
Net cash provided by financing activities		469,634	703,799	469,634	703,799
Net increase (decrease) in cash held		(179, 741)	33,593	(179, 741)	33,593
Cash at the beginning of the financial year		270,754	237,161	270,654	237,061
Cash at the end of the financial year	14(a)	91,013	270.754	90.913	270.654

The accompanying notes form part of these financial statements.

NOTES TO AND FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2003

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

The financial report is a general purpose financial report that has been prepared in accordance with Accounting Standards. Urgent Issues Group Consensus Views and other authoritative pronouncements of the Australian Accounting Standards Board. The financial report covers the economic entity of Gippstand Limited and controlled entities and Gippsland Limited as an individual parent entity. Gippsland Limited is a listed public company, incorporated and domiciled in Australia. The financial report has been prepared on an accruals basis and is based on historical costs and does not take into account changing money values, or, except where stated, current valuations of non-current assets. Cost is based on the fair values of the consideration given in exchange for assets. The accounting policies have been consistently applied, unless otherwise stated.

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of the financial report.

Principles of Consolidation $(a)$

The consolidated accounts comprise the accounts of Gippsland Limited and all of its controlled entities. A controlled entity is any entity controlled by Gippsland Limited. Control exists where Gippsland Limited has the capacity to dominate the decision-making in relation to the financial and operating policies of another entity so that the other entity operates with Gippsland Limited to achieve the objectives of Gippsland Limited. A list of controlled entities is contained in Note 7 to the financial statements.

All inter-company balances and transactions between entities in the economic entity, including any unrealised profits or losses, have been eliminated on consolidation.

Outside interests in the equity and results of the entities that are controlled are shown as a separate item in the consolidated financial report.

$(b)$ Income Tax

The economic entity adopts the liability method of tax-effect accounting whereby the income tax expense shown in the profit and loss account is based on the profit from ordinary activities adjusted for any permanent differences.

Timing differences which arise due to the different accounting periods in which items of revenue and expense are included in the determination of accounting profit and taxable income are brought to account as either a provision for deferred income tax or as a future income tax benefit at the rate of income tax applicable to the period in which the benefit will be received or the liability will become payable.

Future income tax benefits are not brought to account unless realisation of the asset is assured beyond any reasonable doubt. Future income tax benefits in relation to tax losses are not brought to account unless there is virtual certainty of realisation of the benefit. 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.

$(c)$ Mineral Exploration Expenditure

Exploration, evaluation and development costs include expenditure on prospects still at an exploratory or development stage. These costs include costs of acquisition, exploration, determination of recoverable reserves, economic feasibility studies and all technical and administrative overheads directly associated with those projects.

Recoupment of capitalised exploration, evaluation and development costs is dependent upon the successful development and commercial exploitation of each area of interest and are amortised over the expected commercial life of each area once production commences.

The economic entity adopts the "area of interest" method of accounting, whereby all exploration, evaluation and development costs (the application of which is approved) relating to an identifiable area of interest are capitalised and carried forward until abandoned. In the event that an area of interest is abandoned, or if the directors consider the expenditure to be of no value, accumulated exploration costs are written off in full against profit in the year in which the decision is made. All expenditure incurred prior to approval of an application is expensed with the exception of refundable rent which is raised as a debtor. A reqular review is undertaken of each area of interest to determine the appropriateness of continuing to carry forward costs in relation to that area of interest.

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

$(d)$ Going Concern Basis of Accounting

The general purpose financial report has been prepared on the basis of a going concern. The economic entity's ability to continue as a going concern is contingent upon raising additional capital to fund exploration commitments, other principal activities and for use as working capital. If additional capital is not raised, the going concern basis may not be appropriate with the result that the entity may have to realise its assets and extinguish its liabilities other than in the ordinary course of business and at amounts different from those stated in the financial report. No allowance for such circumstances have been made in the financial report.

Property, Plant and Equipment $(e)$

Property, plant and equipment are carried at cost, less, where applicable, any accumulated depreciation or amortisation. The carrying amount of property, plant and equipment is reviewed annually by the directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows which will be received from the assets employment and subsequent disposal. The expected net cash flows have not been discounted to their present values in determining recoverable amounts.

The depreciable amount of all fixed assets is depreciated 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 for each class of asset are

Class of fixed asset	Depreciation Rate
Leasehold Improvements	4%-5%
Plant and Equipment	13%-33%

$(1)$ Foreign currency transactions

Foreign currency transactions during the year are converted to Australian currency at the rates of exchange applicable at the dates of the transactions.

Leases $(a)$

Lease payments for operating leases, where substantially all the risks and benefits remain with the lessor, are charged as expenses in the periods in which they are incurred.

$(h)$ 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 shares' current market value or the underlying net assets in the particular entities.

$(i)$ Comparative Figures

Where required by Accounting Standards comparative figures have been adjusted to conform with changes in presentation for the current financial year.

(i) Interests in Joint Ventures

Interests in Joint Ventures are brought to account by including in the respective classifications the share of individual assets employed and liabilities and expenses incurred in the Statement of Financial Position and Statement of Financial Performance.

$(k)$ Employee Benefits

Provision is made for the Company's liability for employee benefits arising from services rendered by employees to balance date. Employee benefits are expected to be settled within one year together with benefits arising from wages and salaries, annual leave and sick leave which will be settled after one year, have been measured at their nominal value.

Contributions are made by the economic entity to employee superannuation funds and are charged as expenses when incurred.

NOTE 1: STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

$(1)$ Cash

For the purpose of the statement of cash flows, cash includes cash on hand and at call deposits with banks or financial institutions, net of bank overdrafts.

Revenue $(m)$

Revenue for management services is recognised upon the delivery of the service.

Interest revenue is recognised on a proportional basis taking into account the interest rates applicable to the financial assets.

$(n)$ Goods and Services Tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except where the amount of GST incurred is not recoverable from the Australian Taxation Office (ATO). In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part of an item of expense.

Receivables and payables are stated with the amount of GST included.

The net amount of GST recoverable from, or payable to, the ATO is included as a current asset or liability in the Statement of Financial Position.

Cash flows are included in the Statement of Cash Flows on a gross basis. The GST components of cash flows arising from investing and financing activities which are recoverable from, or payable to the ATO are classified as operating cash flows.

Change in Accounting Policies $(0)$

The company has adopted the revised AASB 1028 Employee Benefits and the new AASB 1044 Provisions, Contingent Liabilities and Contingent Assets for the first time. There has been no material effect on the financial statements on this adoption.

			Economic Entity		Parent Entity
		2003$	2002$	2003$	2002S
NOTE 2:	REVENUE
	Operating activities:- Interest received from other persons	9,577	5,170	9,577	5,170
	Total Revenue	9,577	5,170	9,577	5,170
NOTE 3:	LOSS FROM ORDINARY ACTIVITIES
(a)	Loss from ordinary activities before income tax has beendetermined after
	Expenses:Rental expense on operating leasesMovements in provisions:	29,484	12,110	29,484	12,110
	Depreciation of plant and equipment	7,366	4,825	7,366	4,825
	Other provisions- Employee entitlements	(9,994)	2,252	(9,994)	2,252
	- Loans to subsidiariesExploration expenditure	367,040	270,000	13,837367,040	43,803270,000
NOTE 4:	INCOME TAX
(a)	Income Tax Expense
	The prima facie tax on operating loss is reconciled to theincome tax as follows:
	Prima facie tax benefit on operating loss before income tax at30% (2002: 30%)Add	(226, 390)	(181, 736)	(226, 390)	(189, 230)
	Tax effect of:Non allowable items	4,151	13,141	4,151	13,141
	Income tax benefit attributable to operating loss not brought
	to account	(222, 239)	(168, 595)	(222, 239)222,239	(176,089)
	Future income tax benefit not brought to accountIncome tax expense shown in the accounts	222,239	168,595		176,089
(b)	Future Income Tax BenefitFuture income tax benefits relating to tax losses not broughtto account as their recoverability is not virtually certain	1,407,013	1,859,218	1,407,013	1,177,613
	The benefit will only be obtained if:the Company derives future assessable income of a۰nature and of an amount sufficient to enable thebenefits from the deductions for these losses to be realised;the Company continues to comply with the condition for۰deductibility imposed by tax legislation; andno changes to tax legislation adversely affect the۰Company in realising the benefit from the deductionsfor the losses.
NOTE 5:	CASH ASSETS
	Cash at bank and on hand	91,013	270,754	90,913	270,654

NOTE 6: RECEIVABLES

CURRENTSundry debtors	17,492	24.961	17.492	24,961
NON CURRENTAmounts owing from wholly owned subsidiariesProvision for diminution		$\overline{\phantom{a}}$	2,502,050(2,502,050)	2,488,213(2,488,213)

NOTE7: OTHER FINANCIAL ASSETS

NON CURRENT

Shares in subsidiaries, at cost

	Country ofIncorporation	Class of Shares	Percentage Holding	Cost of Parent Entity'sInvestment
			2003	2002	2003	2002
			%	₩
Abutan Pty Ltd	Australia	Ordinary	100	100	100	100
Tantalum International Pty Ltd	Australia	Ordinary	100	100	100	100
Here2win.com Pty Ltd	Australia	Ordinarv	90	90	100	100
					300	300

(a)(b) The controlled entities are not audited as they are small proprietary companies not required to prepare financial statements. The ultimate parent entity is Gippsland Limited.

		Economic Entity
NOTE 8:PROPERTY, PLANT AND EQUIPMENT	2003	2002	2003	2002
Plant and equipment $-$ at costLess: Accumulated depreciation	129.270(117.411)	129.270(110.045)	129.270(117.411)	129,270(110,045)
Total property, plant and equipment	11.859	19.225	11.859	19.225

Movement in carrying amounts:

Movement in the carrying amounts for each class of, property, plant and equipment between the beginning and end of the current financial year.

	Economic	Parent
	entity	entity
Balance at the beginning of year	19,225	19,225
Additions
Depreciation expense	(7, 366)	(7, 366)
	11,859	11.859

		Economic Entity		Parent Entity
		2003	2002	2003$	2002
NOTE 9:	PAYABLES	$	$		$
CURRENT	Sundry creditors and accrued expenses	54,892	37,419	54,892	37,419
	Amounts payable to director related entities	6,000		6,000
		60,892	37,419	60,892	37,419
NOTE 10:	PROVISIONS
CURRENT
Employee entitlements		6,489	14,537	6,489	14,537
	Number of employees at year end	1	1	1
NOTE 11:	ACCUMULATED LOSSES
Net loss	Accumulated losses at the beginning of the financial year	(11, 134, 816)(754, 635)	(10,529,028)(605, 788)	(11, 134, 616)(754, 635)	(10, 503, 848)(630, 768)
	Accumulated losses at the end of the financial year	(11,889,451)	(11, 134, 816)	(11,889,251)	(11, 134, 616)
NOTE 12:	CONTRIBUTED EQUITY
(a)	Paid up capital:
	94,528,359(2002: 78,231,966) fully paid ordinary shares	11,942,434	11,397,800	11,942,434	11,397,800
	Movement
	Opening balance۰	11,397,800	10,574,001	11,397,800	10,574,001
	Issue of 15,671,393 shares at an issue price of 3 cents۰each - Abu Daddab Project	469,634		469,634
	Issue of 625,000 shares at an issue price of 12 cents -consultants services	75,000		75,000
	Issue of 1,000,000 shares at an issue price of 12 centseach - bankable feasibility study		120,000		120,000
	Issue of 6,100,839 shares at an issue price of 12 centseach		732,101		732,101
	stockbroking and compliance fees in relation to thecosts of raising capital		(28, 302)		(28, 302)
	Closing balance	11,942,434	11,397,800	11,942,434	11,397,800

The purpose of the share issues above were to support the ongoing operations of the Company.

NOTES:

• Ordinary shares entitle the holder to participate in dividends and the proceeds on $\langle i \rangle$ winding up of the Company in proportion to the number of shares held.
• On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote. $(ii)$

Options on issue	2003N٥
The following options over ordinary shares are on issue:$O2$ is a constructed of $O2$ and $O2$ are the four $O4$ if $O1O2O3$	na azi non.

$(b)$

The following options over ordinary shares are on issue:
Options exercisable at 9 cents on or before 31/12/2007	26.671.393
Options exercisable at 14 cents on or before 11/07/2004	11.000.000
Options exercisable at 20 cents on or before 15/02/2004	250,000
Options exercisable at 30 cents on or before 15/02/2004	250,000
	38,171,393

During the year 26,671,393 options exercisable at 9 cents on or before 31/12/2007 and 11,000,000 options exercisable at 14 cents on or before 11 July 2004 were issued. $E_{conomic}$ $E_{conomic}$

		EconomicEntity2003$	EconomicEntity2002S	ParentEntity2003S	ParentEntity2002$
NOTE 13:	TOTAL EQUITY RECONCILIATION
	Balance at the beginning of the yearTotal changes in equity recognised in the Statement ofFinancial Performance attributable to members of the parent	262,984	44,973	263,184	70,153
	entity	(754, 635)	(605, 788)	(754, 635)	(630,768)
	Net proceeds from the issue of shares	544,634	823,799	544,634	823,799
	Balance at the end of the year	52,983	262,984	53,183	263,184
NOTE 14:	CASH FLOW INFORMATION
(a)	Reconciliation of cashCash as at the end of the financial year as shown in theStatement of Cash Flows is reconciled to the related items inthe Statement of Financial Position as follows:Cash	91,013	270,754	90,913	270,654
	The Company has no unused, standby or other creditfacilities.
(b)	Reconciliation of cash flow from operations to loss fromordinary activities after income tax
	Loss from ordinary activities after income tax	(754, 635)	(605, 788)	(754, 635)	(630, 768)
	Non cash flows in operating loss
	Depreciation & amortisationProvision for loans to subsidiaries	7,366	4,825	7,36613.837	4,82543,804
	Issue of shares - non cash	75,000	120,000	75,000	120,000
	Changes in assets and liabilities
	(increase) decrease in sundry debtors	7,469	18,428	7,469	(18,592)
	increase (decrease) payables	23,473	(196, 260)	23,473	(134, 260)
	increase (decrease) in provisions$\star$	(8,048)	2,252	(8,048)	2,252
	Net cash flow used in operating activities	(649.375)	(656, 543)	(635.538)	(612, 739)

		EconomicEntity2003ſ,	EconomicEntity2002	ParentEntity2003	ParentEntity2002
NOTE 15:	AUDITORS' REMUNERATION
	Remuneration of the auditors of the parent entity for auditingand audit review of the financial and half yearly reports	8,500	6,000	8,500	6,000
		Economic Entity2003S	2002S
NOTE 16:	LOSS PER SHARE
Loss per share
	Basic loss per share (cents per share)	(0.8)	(0.8)
Diluted loss per share	Diluted loss per share (cents per share)	(0.8)	(0.8)
(a)	The weighted average number of ordinary shares on issueat end of financial yearWeighted average number of options outstanding	86,286,413	73,508,100
(b)	Diluted weighted average number of ordinary shares onissue at the end of the financial yearLoss used in the calculation of basic and diluted	86,286,413	73,508,100
	loss per share	(754, 635)	(605, 788)

Refer to note 26 regarding the issue of shares and options subsequent to the end of the financial year.

NOTE 17: STATEMENT OF OPERATIONS BY SEGMENT

The Company operates within the mineral exploration industry predominantly in the geographical segment of Egypt. There are no assets or liabilities recorded with respect to the operations in Egypt and all expenditure is written off to the statement of financial performance.

NOTE 18: COMMITMENTS FOR EXPENDITURE

In order to maintain the mining and exploration tenements in which the Company is involved, the Company is committed to meet the conditions under which the tenements were granted and the obligations of the joint venture arrangement which is subject to the conditions contained in the Joint Venture Agreement and the Mining Licence. This includes the funding of the bankable feasibility study on the Abu Dabbab project which is approximately $500,000 for completion of the feasibility study.

NOTE 19: CONTINGENT LIABILITIES

• In accordance with normal industry practice the Company has entered into a joint venture agreement with other parties for the purpose of $(a)$ exploring and developing various mineral interests. If a party to a joint venture defaults and does not contribute its share of joint venture obligations, then the other joint venturers are liable to meet those obligations. In this event the interest in the permit held by the defaulting party may be redistributed to the remaining joint venturers.
• In June 1992 the High Court of Australia held in "the Mabo case" that the common law of Australia recognises a form of native title. The $(b)$ full impact that the Mabo decision may have on tenements held by the Company is not yet known.
• One of Gippsland's investee companies is Here2win.com Pty Ltd in which Gippsland owns a 90% interest. Here2win.com Pty Ltd is the $(c)$ owner of various unique and highly interactive Internet horse racing gaming concepts. On the 14 August 2000 Gippsland announced to the Australian Stock Exchange Ltd that the services of the Chief Executive Officer of Here2win.com Pty Ltd, Mr Alex Aguero, had been terminated. Mr Aguero, through Highforce Investments Pty Ltd, continues to hold a 10% equity stake in Here2win.com Pty Ltd. Mr Aguero has commenced litigation against Gippsland seeking payment of what he alleges is unpaid compensation for his services rendered while CEO. The statement of claim filed by Mr Aguero with the Supreme Court of Western Australia claims, amongst other things, damages or alternatively the sum of $1,840,000 plus costs. Gippsland holds the view that the claim is completely without merit and accordingly the claim is being vigorously defended.

NOTE 20: RELATED PARTY TRANSACTIONS

Transactions between related parties are on normal commercial terms and conditions no more favourable than those available to other parties: Esanamia Entitu Davant Entitu

		ECONOMIC ENLITY			Parent Entity
(a)	Directors - related entities	2003$	2002$	2003$	2002$
	Telford Investments Pty Ltd, a company associated withdirector RJ Telford
	- fees for management and administration	144,000	144,000	144,000	144,000
	Mandu Pty Ltd and Continental Resource Management PtyLtd, companies associated with director J M Chisholm
	- fees for geological consultancy services	448	14,392	448	14,392
	Ventureworks JDK Pty Ltd, a company associated withdirector J D Kenny
	- management fees	36,000	9,000	36,000	9,000
(b)	Share Transactions of Directors
	Directors and director related entities hold directly, indirectlyor beneficially as at the reporting date equity interests inGippsland Limited as follows:
				2003No	2002No
	Ordinary SharesOptions over ordinary shares			14,023,12420,508,280	9,903,395

During the financial year, the following options were issued to the Directors:

Directors

Name	11/7/04	31/12/07
Robert John Telford or nominee	4,750,000	4,750,000
John Morrison Chisholm or nominee	2,250,000	2.250,000
John Damian Kenny or nominee	2,250,000	2.250,000

REMUNERATION AND RETIREMENT BENEFITS NOTE 21:

Directors of the Company $(a)$

The names of parent entity directors who have held office during the financial year are: Robert John Telford John Damian Kenny John Morrison Chisholm

	Economic Entity		Parent Entity
	2003	2002	2002	2001
Directors Remuneration
Income paid or payable to all directors of the parent entity by
the parent entity and any related parties	196.798	205.192	196.798	205.192

NOTE 21: REMUNERATION AND RETIREMENT BENEFITS (continued)

Number of directors whose income from the parent entity andany related parties was within the following bands:	2003	2002
	No	N٥
$$10,000 - $19,999$
$$20.000 - $29.999$
$$30,000 - $39.999$
$$140,000 - $149,999$

$(b)$ Executives remuneration

No executive officers received or were due to receive remuneration from entities in the economic entity and any related entity for management of the affairs of the economic entity in excess of $100,000.

$(c)$ Retirement Benefits

No prescribed benefit amounts were paid by the parent entity or a related party to directors and principal executive officers on retirement from office or to prescribed superannuation funds for the provision of retirement benefits for directors or principal executive officers.

NOTE 22: LEASING COMMITMENTS

Non cancellable leases contracted for but not capitalised in the	Economic Entity		Parent Entity
financial statements in respect of office rental:Pavable:	2003	2002	2003	2002
Operating Lease Commitments
- not later than 1 year	22.671	26.760	22.671	26.760
- later than 1 year but not later than 5 years	45.900	4.460	45,900	4.460
Total Operating Lease Commitments	68.571	31.220	68.571	31,220

Subsequent to the end of the financial year, the Company has entered into three year lease agreement on normal commercial terms.

SUPERANNUATION COMMITMENTS NOTE 23:

The Company contributes to a superannuation plan for the provision of benefits to employees of the Company on retirement, death or disability. The benefits provided under the plan are based on contributions for each employee and contributions are at the rate as defined under the Superannuation Guarantee Charge Act 1992.

NOTE 24: FINANCIAL INSTRUMENTS

$(a)$ Interest Rate Risk

The economic entity's exposure to the interest rate risk which is the risk that a financial instrument's value will fluctuate as a result of changes in market interest rate and the effective weighted average interest rates on classes of financial assets and financial liabilities, is as follows:

		Weighted AverageEffective InterestRate	FloatingInterest Rate		Non InterestBearing		Total
	2003	2002	2003	2002	2003	2002	2003	2002
Financial assetsCash assetsReceivables	2.5%	3.9%	91,013	270,754۰	$\mathbf{r}$17,492	$\overline{a}$24,961	91,01317,492	270,75424,961
Total financial assets			91,013	270,754	17,492	24,961	108,505	295,715
Financial liabilities:PayablesTotal financial liabilities			$\cdot$$\cdot$	$\overline{\phantom{a}}$$\overline{\phantom{a}}$	60.89260.892	37,41937,419	60,89260,892	37,41937,419

Credit Risk $(b)$

The maximum exposure to credit risk, excluding the value of any collateral or other security, at balance date to recognised financial assets is the carrying amount, net of any provisions for doubtful debts of those assets, as disclosed in the balance sheet and notes to the financial statements.

The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered into by the economic entity.

$(c)$ Net Fair Values

For other assets and other liabilities the net fair value approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form.

NOTE 25: INTERESTS IN JOINT VENTURE

At 30 June 2003, the Company has interests in the following joint venture whose principal activities are the exploration for gold, precious metals and base metals.

Name of Project	% Interests		Other Parties
	2003	2002
Zeehan Tin Deposit - Tasmania	40%	40%	Western Metals Ltd 60%
Abu Dabbab Project - Egypt	50%	50%	EGSMA – 50%

The Joint Venture is of the type where initially one party contributes tenements with the other party earning a specified percentage by funding exploration activities. The Joint Venture does not hold any assets and accordingly the Company's share of exploration expenditure is accounted for in accordance with the policy set out in note 1(i).

NOTE 26: SUBSEQUENT EVENTS

No matters or circumstances have arisen since the end of the financial year which significantly affected or may significantly affect the operations of the economic entity, the results of those operations, or the state of affairs of the economic entity in future financial years other than the finalisation of a capital raising of 14,000,000 ordinary shares and 14,000,000 listed options to raise $560,000.

The financial effect of the above transaction has not been brought to account at balance date.

DIRECTORS' DECLARATION

The directors of the company declare that:

• 1. The financial statements and notes set out on pages 6 to 20:
  • comply with Accounting Standards and the Corporations Act 2001; and $(a)$
  • $(b)$ give a true and fair view of the financial position as at 30 June 2003 and performance for the year ended on that date of the company and economic entity.
• $\overline{2}$ . In the directors' opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors on 30 September 2003.

ruped

R J TELFORD DIRECTOR

INDEPENDENT AUDIT REPORT TO MEMBERS OF GIPPSLAND LIMITED

Scope

The financial report and directors' responsibility

The financial report comprises the statement of financial position, statement of financial performance, statement of cash flows, accompanying notes to the financial statements, and the directors' declaration for both Gippsland Limited (the company) and Gippsland Limited (the consolidated entity), for the year ended 30 June 2003. The consolidated entity comprises both the company and the entities it controlled during that year.

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 policies and accounting estimates inherent in the financial report.

Audit approach

We conducted an independent audit in order to express an opinion to the members of the company. Our audit was conducted in accordance with Australian Auditing Standards, in order to provide reasonable assurance as to whether the financial report is free of material misstatement. The nature of an audit is influenced by factors such as the use of professional judgment, selective testing, the inherent limitations of internal control, and the availability of persuasive rather than conclusive evidence. Therefore, an audit cannot guarantee that all material misstatements have been detected.

We performed procedures to assess whether in all material respects the financial report presents fairly, in accordance with the Corporations Act 2001, including compliance with Accounting Standards and other mandatory financial reporting requirements in Australia, a view which is consistent with our understanding of the company's and the consolidated entity's financial position, and of their performance as represented by the results of their operations and cash flows.

We formed our audit opinion on the basis of these procedures, which included:

• $\blacksquare$ examining, on a test basis, information to provide evidence supporting the amounts and disclosures in the financial report; and
• п assessing the appropriateness of the accounting policies and disclosures used and the reasonableness of significant accounting estimates made by the directors.

While we considered the effectiveness of management's internal controls over financial reporting when determining the nature and extent of our procedures, our audit was not designed to provide assurance on internal controls.

Our audit did not involve an analysis of the prudence of business decisions made by the directors or management.

We have read the other information in the annual report to determine whether it contained any material inconsistencies with the financial report.

Levet 6256 St George's TerracePerth Western Australia 6000 Postal Address: GPO Box P1213 Postal Address: GPC DoxPerth WA 6844 AustraliaT 61 8 9481 1448 F 61 8 9481 0152 otperth@gtwa.com.au W www.grastthornton.com.au

GAAL/DETDEPT\General\AudiAG-4AG\Gippsland\2005.auda\completion\EAR+pdf.dsn

Grant Thornton

INDEPENDENT AUDIT REPORT TO MEMBERS OF GIPPSLAND LIMITED (cont)

Independence

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

Audit opinion

In our opinion, the financial report of Gippsland Limited is in accordance with:

• (a) the Corporations Act 2001, including:
  • (i) giving a true and fair view of the company's and consolidated entity's financial position as at 30 June 2003 and of their performance for the year ended on that date; and
  • (ii) complying with Accounting Standards in Australia and the Corporations Regulations 2001; and
• (b) other mandatory financial reporting requirements in Australia.

Inherent Uncertainty Regarding Continuation as a Going Concern

Without qualification to the audit opinion expressed above, attention is drawn to the following matter. As a result of the matters described in Note 1(d), unless the economic entity is able to raise additional working capital, there is significant uncertainty whether it will be able to continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at amounts stated in the financial report.

( int Thender

GRANT THORNTON Chartered Accountants

Sean Night

SEAN MCGURK Partner

Perth, WA Dated this day of September 2003

ADDITIONAL INFORMATION

Additional information required by the Australian Stock Exchange Ltd Listing Rules and is not disclosed elsewhere in this report. This information was prepared on share registry information processed up to 24 September 200

$(a)$ Distribution Schedule:

Spread of Shareholdings	Number of Holders
	Ordinary Shares	Options
$1 - 1.000$	630	56
$1,001 - 5,000$	287	56
$5001 - 10,000$	204	21
$10,001 - 100,000$	430	98
100,001 and over	129	64
TOTAL	1.680	295
Number of shareholders holding less than marketable		957
Restricted securities on issue		ΝiΙ

Voting Rights $(c)$

All ordinary shares carry one vote per share without restriction

20 Largest Shareholders - Ordinary Shares $(d)$

Name	Number of Shares	%
TELTECH CORPORATION PTY LTD	11,271,695	10.39%
SITUATE PTY LTD	10,000,000	9.21%
KING TOWN HOLDINGS PTY LTD	6,500,000	5.99%
SANDSTONE SECURITIES PTY LTD	6,200,000	5.71%
TAVEROAM PTY LTD	5,900,000	5.44%
SUNVEST CORPORATION LIMITED	5,166,665	4.76%
TELFORD ROBERT + ROBIN	2,616,429	2.41%
TRAFALGAR RESOURCE FINANCE	2,608,332	2.40%
COBALT INVESTMENTS LTD	1,220,481	1.12%
WHEATLEY PHILIP + JENNIFER	1,075,500	0.99%
TRICOM NOMINEES PTY LIMITED	1,049,364	0.97%
LYCOPODIUM PTY LTD	1,000,000	0.92%
AVERON HOLDINGS LIMITED	1,000,000	0.92%
EDGEWATER ESTATES LIMITED	1,000,000	0.92%
HEALY ROBERT ANTHONY +	880,000	0.81%
ALEXANDER GORDON EDWARD	846,238	0.78%
KHH (AUS) HOLDINGS PTY LTD	804,420	0.74%
HIGHPLUS HOLDINGS PTY LTD	786,200	0.72%
PATICOA NOMINEES PTY LTD	710,306	0.65%
TROMSO PTY LIMITED	700,000	0.64%
	61,335,630	56.49%

ADDITIONAL INFORMATION (CONT.)

$(d)$ 20 Largest Optionholders

Name	Number of Options	$%$
TELTECH CORPORATION PTY LTD	6,359,708	15.64%
MANDU SUPERANNUATION FUND PTY LTD	2,260,000	5.56%
VENTUREWORKS JDK PTY LTD	2,250,000	5.53%
SITUATE PTY LTD	1,600,000	3.93%
SANDSTONE SECURITIES PTY LTD	1,550,000	3.81%
KING TOWN HOLDINGS PTY LTD	1,500,000	3.69%
LEISUREWEST CONSULTING PTY LTD	1,250,000	3.07%
TRICOM NOMINEES PTY LIMITED	1,150,000	2.83%
GOFFACAN PTY LTD	1,000,000	2.46%
AVERON HOLDINGS LIMITED	1,000,000	2.46%
EDGEWATER ESTATES LIMITED	1,000,000	2.46%
GRAY DAVID JAMES	850,000	2.09%
FLEISCHER ANDREW JOHN	750,000	1.84%
SUPERANNUATION ROSEWARNE PTY LTD	750,000	1.84%
MOWALI NOMINEES PTY LTD	739,430	1.82%
HIGHPLUS HOLDINGS PTY LTD	650,000	1.60%
HEALY ROBERT ANTHONY	570,000	1.40%
ALEXANDER GORDON EDWARD	516,040	1.27%
NEMCHIN HELENA	500,000	1.23%
TODARELLO CONSOLIDATED IN.	500,000	1.23%
	26,745,178	65.76%

$(e)$ Significant Holders - Unlisted Securities

$($ f $)$

Name		Number	$%$
14 cent Options expiring 11/07/2004	Telford Investments Pty Ltd	4,750,000
Mandu Pty Ltd		2,250,000
	JDK Venture Works Pty Ltd	2,250,000
	LeisureWest Consulting Pty Ltd	1,250,000
H Nemchin		500,000
	Total	11,000,000	100.0
20 cent Options expiring 15/2/2004
C Farquhar		250.000	100.0
30 cent Options expiring 15/2/2004
C Farquhar		250.000	100.0
Substantial Shareholders			Number of Ordinary Sharesin which interests held

16,000,000 13,973,124 12,700,000

Situate Pty Ltd and Taveroam Pty Ltd
Teltech Corporation Pty Ltd
Sandstone Securities Pty Ltd and King
Town Holdings Pty Ltd

$(g)$ Schedule of Interests

Name of Project	% Interests		Other Parties
	2003	2002
Zeehan Tin Deposit - Tasmania	40%	40%	Western Metals Ltd 60%
Abu Dabbab Project - Egypt	50%	50%	$EGSMA - 50%$