STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2003

Dec 2, 2003

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement. application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98. 1/9/99. 1/7/2000, 30/9/2001, 11/3/2002. 1/1/2003.

Name of entity

GIPPSLAND LIMITED

ABN

31 004 766 376

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).

$\mathbf{1}$ issued

⁺Class of ⁺securities issued or to be Ordinary Shares (ASX Code: "GIP") and Listed Options (ASX Code: "GIPO")

• $\overline{2}$ Number of ⁺securities issued or to be issued (if known) or maximum number which may be issued
• $\mathbf{3}$ Principal terms of the *securities (eg, if options, exercise price and paid expiry date; if partly *securities, the amount outstanding and due dates for payment; if *convertible securities. the conversion price and dates for conversion)

6,000,000 ordinary shares and 3,000,000 free attaching listed options

Ordinary shares will rank pari passu with the existing ordinary shares on issue. Listed options will rank pari passu with the existing listed options on issue.

⁺ See chapter 19 for defined terms.

4	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 extent to which they the ۰ 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	Yes
5.	Issue price or consideration	Issue price of 5 cents per share
6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)	Part proceeds will be applied to fund the bankable feasibility study being conducted upon the Abu Dabbab tantalum-tin-feldspar deposit in Egypt, in which the Company has a 50% economic interest by way of an incorporated joint venture with the Egyptian Part proceeds will also be Government. applied towards seeking to list on the London Stock Exchanges Alternative Investment Market ("AIM")
7	Dates of entering "securities into uncertificated holdings or despatch of certificates	Anticipated to be by 10 December 2003.
8	Number + class of and all *securities quoted on ASX. (including the securities in clause 2 if applicable)	Number 114,528,359 43,671,393	+ Class Fully paid ordinary shares ("GIP") Listed options ("GIPO")

⁺ See chapter 19 for defined terms.

		Number	*Class
9	*class -of- all Number and "securities not quoted on ASX (including the securities in clause	250,000 options	20 Exercisable at each by cents 15/02/04 ("GIPAO")
	2 if applicable)	250,000 options	Exercisable at -30 each by cents 15/02/04 ("GIPAS")
		11,000,000 options	Exercisable at 14 each by cents 14/07/04 ("GIPAI")
10	Dividend policy (in the case of $a \mid N_0$ dividends declared or paid.

$10^°$ trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	holder Is security approval required?	Not applicable
12	Is the issue renounceable or non- renounceable?	Not applicable
13	Ratio in which the "securities will be offered	Not applicable
14	+ Class of + securities to which the offer relates	Not applicable
15	*Record determine date to entitlements	Not applicable
16	Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	Not applicable
17	Policy for deciding entitlements in relation to fractions	Not applicable
18	Names of countries in which the entity has *security holders who will not be sent new issue documents	Not applicable
	Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7.
19	Closing date of for receipt acceptances or renunciations	Not applicable

⁺ See chapter 19 for defined terms.

20	Names of any underwriters	Not applicable
21	Amount of any underwriting fee or commission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker to the issue	Not applicable
24	Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of *security holders	Not applicable
25.	If the issue is contingent $_{\text{on}}$ "security holders" approval, the date of the meeting	Not applicable
26	Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	Not applicable
27	If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders	Not applicable
28	Date rights trading will begin (if applicable)	Not applicable
29	Date rights trading will end (if applicable)	Not applicable
30	How do *security holders sell their entitlements in full through - a broker?	Not applicable
31	How do *security holders sell part of their entitlements through a broker and accept for the balance?	Not applicable

⁺ See chapter 19 for defined terms.

32 How do *security holders dispose of their entitlements (except by sale through a broker)?

33 *Despatch date Not applicable

Not applicable

Part 3 - Ouotation 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 escro-

wed 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
• A copy of any trust deed for the additional *securities 37

$+$ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38	Number of securities for which + quotation is sought	Not applicable
39	which Class of "securities for quotation is sought	Not applicable
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 which to they participate for the next dividend, the case οf $\binom{1}{1}$ $\mathbf{a}$ 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	Not applicable
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion οf another security, clearly identify that other security)	Not applicable
42	Number and class of all securities quoted on ASX (including the securities in clause 38)	+ Class Number Not applicable

⁺ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{1}$ ⁴Quotation of our additional ⁴ securities is in ASX's absolute discretion. ASX may quote the *securities on any conditions it decides.
• $\overline{2}$ We warrant the following to ASX.
• The issue of the "securities to be quoted complies with the law and is not for an illegal $\bullet$ 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.
• We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the *securities to be quoted, it has been provided 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.
• $\overline{3}$ 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.
• $\overline{4}$ 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.

RITELFORD..........3 December 2003 Director

⁺ See chapter 19 for defined terms.