GIPPSLAND LIMITED acin 202 744 376

PROSPECTUS

For the offer of up to 14,000,000 fully paid ordinary New Shares in Gippsland Limited, each at an issue price of 4 cents per New Share, with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising up to $560,000.

THE OFFER IS NOT UNDERWRITTEN.

A Placement and Handling Fee of 7% plus GST will be paid to Licensed Dealers in Securities for Applications Accepted and bearing their stamp. The New Shares and New Options offered by this Prospectus are considered to be of a speculative nature.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents, or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Corporate Directory

Directors	R John Telford, A.W.A.I.T., M.R.A.C.I., C. Chem.John M Chisholm, B.Sc(Hons), PhD., FAusIMM, F.AIGJohn D Kenny, B.Com(Hons), LLB
Company Secretary	Gary C Steinepreis B.Com, CA
Registered andPrincipal Office	Suite 34, Level 218 Stirling HighwayNedlands WA 6009AUSTRALIAPostal address:PO Box 352Nedlands WA 6909AUSTRALIATelephone:(08)9389 8611Facsimile:(08)9389 8612Email: [email protected]
Website Address	www.gippslandltd.com.au
Share Registry	Security Transfer Registrars Pty Ltd*770 Canning HighwayAPPLECROSS WA 6153PO Box 535APPLECROSS WA 6953Telephone:(08)9315 0933Facsimile:(08)9315 2233
Stock Exchange	The Company's securities are quoted on the official list of the AUSTRALIANSTOCK EXCHANGE LIMITED, the home branch being Perth
ASX Code:	$GIP - Shares$GIPO - Listed Options

* Appears for information purposes only

Section 1	OFFER AND KEY DATES
Section 2	DETAILS OF THE ISSUE
Section 3	PURPOSE OF THE ISSUE	2
Section 4	EFFECT OF THE ISSUE ON THE COMPANY	3
Section 5	RISK FACTORS	4
Section 6	ADDITIONAL INFORMATION	6
Section 7	DIRECTORS RESPONSIBILITY STATEMENT AND CONSENT	11
Section 8	KEY DEFINITIONS	12

This Prospectus is dated 5 August 2003. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission on 5 August 2003. The Australian Securities & Investments Commission takes no responsibility for the contents of this Prospectus.

No New Shares or New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. New Shares and New Options issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

Application will be made for the New Shares and New Options issued pursuant to this Prospectus to be listed on ASX. ASX takes no responsibility for the contents of this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

An Application for New Shares and New Options will only be accepted on the Application Form accompanying this Prospectus.

There are significant risks associated with an investment in Gippsland and the New Shares and New Options offered under this Prospectus must be regarded as a speculative investment. The New Shares and New Options offered under this Prospectus carry no guarantee whatsoever with respect to return on capital investment, payment of dividends, or the future value of the New Shares or New Options.

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than being repeated in full on each occasion. Definitions used in this Prospectus are set out in section 8 of this Prospectus.

This Prospectus will be issued as an Electronic Prospectus. The offer of New Shares and New Options pursuant to this Prospectus is available to persons receiving an electronic version of this Prospectus within Australia.

Section 1 Offer And Key Dates

This Prospectus seeks to raise up to $560,000 by offering for subscription up to 14,000,000 New Shares each to be issued with an attaching New Option at an issue price of 4 cents each payable in full on Application.

Offer Opens	5 August 2003
Offer Closes	25 August 2003
Allotment of New Shares and New Options	27 August 2003
Dispatch Holding Statements	29 August 2003

This timetable is indicative only. The Directors reserve the right to vary the Opening Date and/or the Closing Date of the Offer without prior notice.

Section 2 Details Of The Issue

$2.1$ The Offer

The number of New Shares to be issued under the Offer will be up to 14,000,000 New Shares. The number of attaching New Options to be issued under the Offer will be up to 14,000,000 New Options. The maximum number of New Shares to be issued under the Offer will be issued at a price of 4 cents each to raise up to a total of $560,000 with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007.

$2.2$ How to Accept

Your Application for New Shares and New Options must be made on the Application Form accompanying a paper copy of this Prospectus or accompanying the electronic version of this Prospectus which can be found and down loaded from http://www.gippslandltd.com.au. Any allocation will be determined at the discretion of the Directors.

Your completed Application Form and Application Monies must reach the Company no later than 5 pm WST on 25 August 2003, or an earlier or later date determined by the Directors in their absolute discretion. Application Forms must be completed in accordance with the instructions set out on the back of the Application Form.

Applications must be for a minimum of 20,000 New Shares and New Options and thereafter in multiples of 10,000 New Shares and New Options. Cheques should be in Australian currency and made payable to "Gippsland Limited – Share Account" and crossed "not negotiable".

$2.3$ Minimum Subscription

There is no minimum subscription for the Offer.

$2.4$ Market Prices of Shares on ASX

The highest and lowest market sale prices of Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were 6.4 cents on the 11, 14, 15, 16 and 17 July 2003 and 3.9 cents on 18 June 2003. The latest available market sale price of Shares on ASX immediately before the date of issue of this Prospectus was 5 cents on 4 August 2003.

$2.5$ Allotment of New Shares and New Options

The New Shares and New Options are expected to be allotted by no later than 27 August 2003, subject to the Directors not extending the Closing Date. The Company reserves the right to allot New Shares and New Options in full for any Application or to allot any lesser number, or to decline any Application received.

Where the number of New Shares and New Options allotted is less than the number applied for, the surplus Application Monies will be returned by cheque within 7 Business Days after the Closing Date. Where no allotment is made, the amount tendered on Application with the relevant Application Form will be returned in full by cheque within 10 Business Days after the Closing Date. Interest will not be paid on monies refunded.

A completed and lodged Application Form, together with a cheque for the Application Monies, constitutes a binding and irrevocable application for the number of New Shares and New Options specified in the Application Form. The Application Form does not need to be signed to be a binding Application.

If the Application Form is not completed correctly, or if the accompanying payment of the Application Monies is for the wrong amount, it may still be treated as a valid Application. The Directors' decision whether to treat the Application as valid and how to construe, amend or complete the Application Form is final. However, an Applicant will not be treated as having applied for more New Shares and New Options than is indicated by the amount of the cheque for the Application Monies.

$2.6$ ASX Listing

Application will be made to ASX within 7 days after the date of issue of this Prospectus for the admission of the New Shares and New Options offered by this Prospectus to Official Ouotation on ASX. If the New Shares and New Options are not admitted to Official Quotation within 3 months after the date of this Prospectus then any issue of New Shares and New Options in response to an Application made under this Prospectus is void and all money received from Applicants will be returned as soon as practicable, without interest.

A decision by ASX to grant Official Ouotation of the New Shares and New Options is not to be taken in any way as an indication of ASX's view as to the merits of the Company or of the New Shares and New Options now offered for subscription. ASX takes no responsibility as to the contents of this Prospectus. Official Quotation, if granted, of the New Shares and New Options offered by this Prospectus will commence as soon as practicable after statements of holdings for the New Shares and New Options are dispatched.

$2.7$ Overseas Investors

$2.8$ No issue of New Shares or New Options after 13 months

No New Shares or New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

$2.9$ Placement fee

The Company will pay a placement and handling fee of 7.7% (which is inclusive of GST) on receipt of a tax invoice to Licensed Dealers in Securities from whom Applications are accepted and bear the stamp of the relevant Licensed Dealer in Securities. No brokerage or stamp duty will be payable by Applicants subscribing for New Shares and New Options.

2.10 Underwriting

The Issue has not been underwritten.

2.11 Electronic Prospectus

This Prospectus is available on-line at http://www.gippslandltd.com.au. Other aspects of the Electronic Prospectus are set out in Section 6.2.

2.12 Oversubscriptions

The number of New Shares and New Options being offered under this Prospectus is fixed and there is no mechanism for the Issue to be increased in size. Therefore no oversubscriptions will be accepted.

Section 3 Purpose Of The Issue

$3.1$ Purpose of the Issue

The purpose of this Issue is to raise funds for the following:

to fund the ongoing bankable feasibility study currently being conducted upon the Abu Dabbab tantalite, feldspar, $(a)$ niobium and tin deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government;
administration of the Company; and $(b)$
$(c)$ working capital.

Furthermore as the New Shares and New Options, the subject of this Issue are issued and allotted, the funds raised will be expended as follows:

$(a)$ the first $200,000 will be spent on the administration of the Company:
$(b)$ the next $300,000 will be spent on the ongoing bankable feasibility study currently being conducted upon the Abu Dabbab tantalite, felspar, niobium and tin deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government; and
$(c)$ any balance of funds above this shall be spent on the working capital of the Company.

Section 4 Effect Of The Issue On The Company

$4.1$ Principal Effects

The principal effect on the Company of the issue of New Shares and New Options under this Prospectus is dependent on the success of this Offer.

The immediate effect of this Issue (should it be fully subscribed) will be to increase cash reserves by approximately $560,000 (less the expenses of this Issue) to enable the Company to pursue its objectives.

If the maximum number of New Shares issued pursuant to this Prospectus are issued they will constitute 14.81% of the presently issued Share capital which currently totals 94,528,359 Shares.

When aggregated with the number of Options previously issued by the Company which totals to 38,171,393 Options, the total percentage of Shares in the Company the subject of this Issue will constitute approximately 8.71% of the expanded issued capital of the Company on a fully diluted basis.

$4.2$ Future Activities

The Company will seek to complete as soon as possible the ongoing bankable feasibility currently being conducted upon the Abu Dabbab tantalite, felspar, niobium and tin deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government.

4.3 Capital Structure

The capital structure of Gippsland is as follows:

Number	Issued Capital	$
94,528,359	Ordinary Shares fully paid currently on issue	11,942,433
14,000,000	New Shares offered pursuant to this Prospectus	560,000
108,528,359	Total issued capital at completion of the Offer (beforefund raising costs)	12.502.433

$4.4$ Options

The number of attaching New Options to be issued under the Offer will be up to 14,000,000 New Options. Each attaching New Option will be granted for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007.

The Company has the following Options already on issue as at the date of this Prospectus:

Number	Expiry date	Exercise Price
26,671,393	31 December 2007 (ASX listed Options)	9 cents
11,000,000	14 July 2004 (unlisted Options)	14 cents
250,000	15 February 2004 (unlisted Options)	20 cents
250,000	15 February 2004 (unlisted Options)	30 cents

Pro forma Statement of Financial Position $4.6$

Set out as follows is an unaudited pro forma Statement of Financial Position of the Company as at 30 June 2003 after the Issue and inclusive of the costs of the issue:

30 June 4093
	S
CURRENT ASSETS
Cash assets	591,997
Receivables	17,492
TOTAL CURRENT ASSETS	609,489
NON CURRENT ASSETS
Property, plant and equipment	11,859
TOTAL NON-CURRENT ASSETS	11,859
TOTAL ASSETS	621,348
CURRENT LIABILITIES
Payables – sundry	50,755
Payables – amounts payable to other related parties	6,000
Provisions	6,489
TOTAL CURRENT LIABILITIES	63,244
NET ASSETS	558,104
EOUITY
Contributed equity	12,443,433
Accumulated losses	(11,885,329)
TOTAL EQUITY	558,104

Pro forma Statement of Financial Position

Section 5 Risk Factors

The New Shares and New Options offered under this Prospectus are considered speculative. The Directors strongly recommend investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for New Shares and New Options pursuant to this Prospectus. In addition, investors should be aware there are risks associated with investment in the Company. There are certain general risks and certain specific risks, which relate directly to the Company's resource business and are largely beyond the control of the Company and the Directors because of the resource nature of the business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of:

Share Market Conditions

As Gippsland is a company listed on ASX, its share price is subject to the numerous influences, which may affect both the trend in the share market and the share prices of individual companies.

Economic Condition

Economic conditions, both domestic and global and in particular those in Egypt, may affect the performance of the Company. Factors such as currency fluctuation, inflation, interest rates, supply and demand and industrial disruption, have an impact on operating costs, commodity prices (including tantalum, feldspar and tin prices) and share market prices. The Company's future possible revenue and share price can be affected by these factors all of which are beyond the control of the Company and the Directors. In addition, the Company's ability to raise additional capital, should it be required, may be affected.

Government Policy

Resource industry profitability can be affected by changes in government policy in both Australia and Egypt relating to mineral exploration and production, all of which is beyond the control of the Company.

Reliance on Key Personnel

The resource business in which Gippsland is involved is reliant upon a number of directors and key employees. The loss of any of these personnel could have a material adverse impact on the resource business of the Company.

Contractual Risks

All agreements are subject to interpretation. There is no guarantee that the Company will be able to enforce all its rights under agreements it has with other parties.

Financing Risks

The development of the Company's resource business and the Abu Dabbab tantalum and feldspar project depends upon the Company's ability to obtain financing of its operations, private placement financing, public financing, sale of assets or other means. There is no assurance that the Company will be successful in obtaining finance to satisfy on-going requirements and operations.

Operational Risk

By its nature, the business of exploration, mineral development and production which the Company undertakes, contains risks. Prosperity depends on the successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and efficient financial management. For its part, exploration (particularly for tantalum, feldspar and tin) is a speculative endeavour, while mining operations can be hampered by force majeur circumstances and cost overruns for unforeseen events.

Native Title

The Native Title Act 1993 (Commonwealth) may affect the Company's ability to gain access to prospective exploration areas or obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over Gippsland's tenements.

Environmental Risks

Exploration programmes impact on the environment. These impacts are minimised by the Company's application of best practice principles.

Commodity Prices

The prices that the Company may obtain for mineral commodities (particularly tantalum, feldspar and tin) may fluctuate due to market conditions.

Section 6 Additional Information

$6.1$ Legal Framework of this Prospectus

Gippsland is a "disclosing entity" under the Corporations Act 2001 (Cth) and as such is subject to regular reporting and disclosure obligations. Specifically, as an ASX listed company, Gippsland is subject to the Listing Rules, which require continuous disclosure of any information the Company has to the market which a reasonable person would expect to have a material effect on the price or value of its Shares.

As a "disclosing entity" Gippsland has issued this Prospectus in accordance with the provisions of the Corporations Act 2001 (Cth) applicable to prospectuses for quoted enhanced disclosure securities.

Having taken such precautions and having made such enquiries as are reasonable. Gippsland believes that it has complied with the provisions of Listing Rules as in force from time to time which apply to disclosing entities, and which require Gippsland to notify the ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with the ASIC may be obtained from, or inspected at, any Regional office of the ASIC.

The New Shares and New Options to be issued under this Prospectus are in respect of Shares that were quoted on the stock market of ASX at all times in the 12 months before the issue of this Prospectus.

$6.2$ Electronic Prospectus

Pursuant to Class Order 00/44 the ASIC has exempted compliance with certain provisions of the Corporations Act 2001 (Cth) to allow distribution of an Electronic Prospectus on the basis of a paper prospectus lodged with the ASIC and the issue of shares in response to an electronic Application Form.

If you have received this Prospectus as an Electronic Prospectus please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not, please e-mail the Company at [email protected] and the Company will send to you, free of charge, either a hard copy or a further electronic copy of the Prospectus or both.

The Company reserves the right not to accept an Application Form from a person, if it has reason to believe that when that person was given access to the electronic Application Form, it was not provided together with the Electronic Prospectus and any relevant supplementary or replacement prospectus, or any of those documents were incomplete or altered. In such case the Application Monies received will be dealt with in accordance with section 722 of the Corporations Act 2001 (Cth).

Information Available to Shareholders $6.3$

The Company will provide a copy of each of the following documents, free of charge, to any investor whom so requests during the application period under this Prospectus:

The Half Yearly Report for Gippsland which contains the financial statements for the 6 months ending on 31 $(a)$ December 2002;
$(b)$ The 2002 Annual Report of Gippsland which contains the financial statements for that financial year ended 30 June 2002 (being the annual financial report most recently lodged with the ASIC in relation to Gippsland before the issue of this Prospectus): and
All continuous disclosure notices given during the period starting after lodgement with the ASIC of the annual $(e)$ financial report referred to in (b) above and ending before the issue of this Prospectus, being the following documents:

5 August 2003	Fundraising – Placement Prospectus
31 July 2003.	Fourth Quarter Cashflow Report
31 July 2003.	Fourth Quarter Activities Report
29 July 2003.	Appendix 3B - New Issue
18 July 2003.	Appendix 3B - Abu Dabbab/Administration/Working Capital
11 July 2003.	Disclosure Document
10 July 2003	Fundraising - Placement Prospectus Lodged with ASIC & ASX
27 June 2003	Change of Director's Interest Notice
24 June 2003	Change of Director's Interest Notice
29 May 2003.	Abu Dabbab - Ministerial Decree - Process Plant Site
28 April 2003.	Third Quarter Cashflow Report
15 April 2003.	Abu Dabbab Project - NPV Raises to A$265M
1 April 2003.	Appendix 3B - Issue of ordinary Shares and Options
24 March 2003	Issue of 500,000 Shares - Secondary Trading Notice
24 March 2003	Appointment Gippsland Regional Manager - MENA
19 March 2003.	Change of Director's Interest Notice
18 March 2003	Project Scoping Study - NPV A$212 Million
18 March 2003	Results of General Meeting
18 March 2003.	Half Year Accounts
12 February 2003	Notice of General Meeting
31 January 2003.	Second Quarter Activities Report
29 January 2003.	Change in substantial holding
24 January 2003	Change of Director's Interest Notice
21 January 2003.	Change in substantial holding
15 January 2003	Appendix 3B - Fundraising for ongoing bankable feasibility study

15 January 2003	Completion of Non-Renounceable Entitlement Issue
13 January 2003	Change of Director's Interest Notice
7 January 2003.	Change of Director's Interest Notice
31 December 2002	Result of 1:5 non-renounceable rights issue
20 December 2002	40 Mt Abu Dabbab Tantalum-Feldspar Project
19 December 2002	Italian Feldspar Testwork
2 December 2002	Results of AGM
20 November 2002	Chairman's Address to Optionholders
20 November 2002	Change of Director's Interest Notice
20 November 2002	Disclosure Document
19 November 2002	Fundraising - 1:5 Non-Renouceable Rights Issue Prospectus

$6.4$ Rights Attaching to Shares

Full details of the rights attaching to the Shares are as set out in the Company's constitution, a copy of which can be inspected at its registered office.

The following is a summary of the rights which attach to the Shares and which will attach to the New Shares issued as a result of the Issue pursuant to this Prospectus.

$(a)$ Voting Rights

Each member present in person or by proxy, representative or attorney has one vote on a show of hands and on a poll one vote for each fully paid share held in the capital of the Company. Each member is entitled to notice of, and to attend and vote at, general meetings.

In the event of a breach of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as restricted securities, the member holding the Shares in question shall cease to be entitled to any voting rights in respect of those Shares for so long as the breach subsists.

(b) Dividend Rights

The profits of the Company, which the Directors from time to time determine to distribute by way of dividends, are divisible amongst the members in proportion to the number of Shares held by them irrespective of the amount paid or credited as paid on the Shares.

In the event of a breach of any escrow agreement entered into by the Company under the Listing Rules in relation to any Shares which are classified under the Listing Rules or by ASX as restricted securities, the member holding the Shares in question shall cease to be entitled to any dividends in respect of those Shares for so long as the breach subsists.

$(c)$ Rights on Winding Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the members in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of members.

The liquidator may with the authority of a special resolution yest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no member is compelled to accept any Shares or other securities in respect of which there is any liability. Subject to the rights of the members (if any) entitled to Shares with special rights in a winding up, all moneys and property that are to be distributed among members on a winding up shall be so distributed in proportion to the Shares held by them respectively irrespective of the amount paid up or credited as paid up on the Shares.

On a winding up of the Company, the holders of any Shares which are classified under the Listing Rules or by ASX as restricted securities and which are subject to escrow restrictions at the commencement of the winding up shall rank on a return of capital behind all other Shares in the Company.

$(d)$ Transfer of Shares

Subject to the constitution of the Company, the Corporations Act 2001 (Cth), any other laws and the Listing Rules, Shares in the Company are freely transferable.

$(e)$ Future Increases in Capital

The Company may by ordinary resolution:

increase its nominal Shares by the creation of new Shares of such amount as is specified in the resolution:
consolidate and divide all or any of its nominal capital into Shares of a larger amount than its existing Shares:
sub-divide all or any of its Shares into Shares of a smaller amount; and
cancel Shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited and, reduce its nominal Share capital by the amount of the Shares so cancelled.

The allotment and issue of any new Shares is under the control of the Directors from time to time of the Company. Subject to restrictions on the allotment of Shares to Directors or their associates contained in the Listing Rules, the constitution of the Company and the Corporations Act 2001 (Cth), the Directors may allot or otherwise dispose of Shares on such terms and conditions as they see fit.

$(f)$ Variation of rights

If at any time the Share capital of the Company is divided into different classes of Shares the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may be varied whether or not the Company is being wound up with the consent in writing of three quarters of the issued Shares of that class or if authorised by a special resolution at a separate meeting of the holders of Shares of that class.

The Directors do not anticipate declaring a dividend on Gippsland's Shares in the foreseeable future.

Gippsland's constitution is available for inspection by shareholders at Gippsland's registered office during normal business hours.

$6.5$ Rights Attaching to the New Options

The following are the rights attaching to the New Options:

$(a)$ The New Options will be issued for no consideration.
$(b)$ A holding statement will be issued for the New Options.
The New Options will expire at 5.00pm WST on 31 December 2007 ("Expiry Date"). $(e)$
$(d)$ The New Option is a right in favour of the option holder to subscribe for one Share.
$(e)$ The option holder may exercise New Options any time prior to the Expiry Date.
$f$ Shares allotted to option holders on exercise of New Options will be issued at 9 cents each ("Exercise Price").
The Exercise Price of Shares the subject of the New Options will be payable in full on exercise of the New $(e)$ Options.
$(h)$ New Options will be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
- exercise all or a specified number of New Options; and $(i)$
- $(ii)$ pay the subscription monies in full for the exercise of each New Option ("Notice").

The Notice must be accompanied by a holding statement and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some New Options will not affect the rights of the option

holder to the balance of the New Options held by the option holder. The Notice must be received by the Company prior to the Expiry Date.

$(i)$ The Company will allot the resultant Shares and deliver the holding statement within five (5) business days of the exercise of the New Options.
$(i)$ The Company will apply for Official Quotation on ASX of the New Options, subject to the requirements for quotation being satisfied.
$(K)$ The New Options will be freely transferable.
Shares allotted pursuant to an exercise of the New Options shall rank, from the date of allotment, equally with $(1)$ existing ordinary fully paid Shares of the Company in all respects.
The Company will in accordance with the Listing Rules make application to have Shares allotted pursuant to an $(m)$ exercise of New Options listed for Official Quotation.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the authorised or $(n)$ issued capital of the Company, the number of the New Options or the exercise price of the New Options or both will be reconstructed (as appropriate) in accordance with the Listing Rules of ASX.
$(0)$ The New Options will not give any right to participate in dividends, bonus issues or new issues until Shares are allotted pursuant to the exercise of the relevant New Options. There is no right to change the exercise price of New Options if the Company completes a bonus or new issue.

6.6 Interests of Directors

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company: or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Issue: or
the Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or Options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Issue.

John D Kenny is a director of and 31% shareholder in investments bankers Chatsworth Stirling Pty Ltd. Fees paid to a) Chatsworth Stirling Pty Ltd for services rendered during the last 24 months total to $15,000.
h) John D Kenny is an employed solicitor with Blakiston & Crabb, the Company's solicitors. Blakiston & Crabb charges the Company legal fees on a normal charge per hour basis at standard corporate law firm rates. Blakiston & Crabb have been paid fees totalling $14,000 in respect of services provided to the Company over the 2 year period ending on the date of this Prospectus.
John D Kenny is the sole director of and 100% shareholder in VentureWorks JDK Pty Ltd. Fees paid to VentureWorks c) JDK Pty Ltd for services rendered during the last 24 months total to $45,000.
d¥. Teltech Corporation Pty Ltd provides management services to the company. Fees paid or payable to Teltech Corporation Pty Ltd for services rendered during the last 24 months are $288,000.
Continental Resource Management Pty Ltd and Mandu Pty Ltd provides geological services to the company. John M $e$ Chisholm is a director and 50% shareholder in both Continental Resource Management Pty Ltd and Mandu Pty Ltd. Fees paid or payable to Continental Resource Management Pty Ltd and Mandu Pty Ltd for services rendered during the last 24 months are $22,890.
$\hat{\mathbf{D}}$ At a general meeting of Gippsland's shareholders on 14 June 2002, shareholders approved the issue of Options (at no cost) to subscribe for Shares in the Company at an exercise price of 14 cents each on or before 11 July 2004 to directors or nominees as follows:

Teltech Corporation Pty Ltd	4,750,000
VentureWorks JDK Pty Ltd	2.250.000
Mandu Pty Ltd atf the Mandu Superannuation Fund	2.250.000

None of these Options have been exercised as yet.

At a general meeting of Gippsland's shareholders on 14 March 2003, shareholders approved the issue of Options (at no 요 cost) to subscribe for Shares in the Company at an exercise price of 9 cents each on or before 31 December 2007 to directors or nominees as follows:

Teltech Corporation Pty Ltd	4.750.000
VentureWorks JDK Pty Ltd	2,250,000
Mandu Pty Ltd atf the Mandu Superannuation Fund	2.250,000

None of these Options have been exercised as yet.

h) Directors fees and superannuation paid or payable to John M Chisholm over the 2 year period ending on the date of this Prospectus are $36,600. Directors fees and superannuation paid or payable to John D Kenny over the 2 year period ending on the date of this Prospectus are $16,200. R John Telford receives no directors fees.

The number of Shares and Options in which the Directors have a relevant interest as at the date of this Prospectus are as followe:

Directors	Associates	Fully paidordinaryshares	Options
Robert John Telford
	Teltech Corporation Pty Ltd and Telford RJ &Telford RK Superannuation Fund 1	13,973,124	11,508,280
John Damian Kenny
	VentureWorks JDK Pty Ltd 2		4.500,000
John Morrison Chisholm
	Mandu Pty Ltd atf the Mandu Superannuation Fund 3	50.000	4,500,000

1 Mr Telford is a director and owns all of the shares in Teltech Corporation Pty Ltd which is the trustee for the Telford Unit Trust of which Mr Telford is the holder of all of the A class units. Teltech Corporation Pty Ltd and the Telford RJ $&$ Telford RK Superannuation Fund together own all of the securities of the Company in which R John Telford has a relevant interest.

$^{2}$ John D Kenny is the sole director of and 100% shareholder in VentureWorks JDK Pty Ltd.

3 Dr Chisholm is a director of and 50% shareholder in Mandu Pty Ltd and a director and beneficiary of the Mandu Superannuation Fund Pty Ltd.

The provisions of the Company's constitution relating to the remuneration of Directors are as follows:

Clause 13.8: The Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors such sum as may from time to time be determined by the Company in general meeting, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement equally. Fees payable to nonexecutive Directors shall be by a fixed sum and not by a commission on or percentage of profits or operating revenue. Remuneration payable to executive Directors shall not include a commission on or a percentage of operating revenue. The remuneration of a Director shall be deemed to accrue from day to day.

Clause 13.9: The Directors shall be entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. If any of the Directors being willing shall be called upon to perform extra services or make any special exertions on behalf of the Company or the business thereof, the Directors may remunerate such Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for his share in the remuneration provided for by Clause 13.8.

Clause 17.2: The Managing Director or an executive Director shall, subject to the terms of any agreement entered into in a particular case, receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine provided that no executive Director shall be paid as the whole or part of his remuneration a commission on or percentage of operating revenue.

$6,7$ Expenses of the Issue

The approximate costs of the Issue excluding GST are:

Placement and handling fees	$39,200
Miscellaneous expenses	$4,500
ASX/ASIC fees	$5,500
	$49,200

These expenses are payable by the Company.

Section 7 Directors Responsibility Statement And Consent

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of New Shares and New Options pursuant to this Prospectus.

The Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated 5 August 2003

John Dien

Signed for and on behalf of Gippsland Limited by John D Kenny Director

Section 8 Key Definitions

"AS and S" means Australian dollars, unless otherwise stated;

"Applicant" means a person who submits an Application;

"Application" means a valid application to subscribe for New Shares and New Options;

"Application Form" means the application form contained in this Prospectus or a copy of the application form contained in this Prospectus or a direct derivative of the application form which is contained in this Prospectus;

"Application Monies" means the Application Price multiplied by the number of New Shares applied for;

"Application Price" means 4 cents being the amount payable in respect of each New Share under the Offer;

"ASIC" means Australian Securities and Investments Commission;

"ASX" means Australian Stock Exchange Limited ACN 008 624 691;

"Board" means the Board of Directors of Gippsland Ltd unless the context indicates otherwise;

"Business Rules" means the business rules of the ASX's clearinghouse;

"CHESS" means ASX Clearing House Electronic Subregistry System;

"Company" and "Gippsland" means Gippsland Limited ACN 004 766 376 and where relevant, its subsidiary companies;

"Completion of the Offer" means the allotment of all the New Shares and New Options offered under this Prospectus;

"Corporations Act 2001 (Cth)" means the Corporations Act 2001 (Cth) of Australia;

"Directors" means Directors of Gippsland Ltd unless the context indicates otherwise;

"Electronic Prospectus" means a prospectus in electronic form;

"HIN" means holder identification number:

"Issue" means the issue of 14,000,000 New Shares and 14,000,000 attaching New Options pursuant to this Prospectus:

"Listing Rules" means Listing Rules of the ASX;

"New Shares" means the additional Shares numbering 14,000,000 the subject of this Issue and pursuant to this Prospectus:

"New Option" means the Options over unissued Shares in the Company being offered pursuant to this Prospectus the terms of issue of which are set out in Section 6.5 of this Prospectus;

"Offer" means the invitation to apply for New Shares and New Options pursuant to this Prospectus;

"Official List" means the Official List of the ASX;

"Official Quotation" means quotation of the New Shares and New Options on the Official List and any suspended quotation if is not a continuous period exceeding 60 days;

"Option" means an option to subscribe for Shares at a predetermined price within a certain time period:

"Prospectus" means this prospectus, dated 5 August 2003, for the issue of 14,000,000 New Shares with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007;

"Share" means a fully paid ordinary share in Gippsland Ltd:

"Shareholder" means a holder of Shares;

"Subsidiaries" means the same as that term as defined under section 9 of the Corporations Act 2001 (Cth);

"Website" means Gippsland's Internet address which can be found at www.gippslandItd.com.au; and

"WST" means Western Standard Time the time applicable in Perth, Western Australia.

Ginnsland Limited

							---------------------------------------
APPLICATION FORM AND GUIDE TO THE APPLICATION FORM						Broker's or Adviser's Stamp
APPLICATION FORM	Broker's number
GIPPSLAND LIMITEDACN 004 766 376
INSTRUCTIONS FOR A TO J ARE SET OUT ON THE REVERSE SIDE OF THIS FORM. PLEASE USE BLOCK LETTERS
A Write your name – refer to the guide (reverse side) for correct forms of registrable title(s)					Tax fileCexemption category		Number(s)	or
TitleGiven Names/Company Name		Surname/ACN
B JOINT APPLICATION
TitleJoint Application Account Designation
TitleJoint Application Account DesignationD POSTAL ADDRESS
Address
Suburb/TownState		Postcode
E CONTACT DETAILS
Contact NameTelephone (Work)		Telephone (Home)
Contact e-mail
F CHESS DETAILS
PIDHIN
G NUMBER OF NEW SHARES AND NEW OPTIONS		H TOTAL AMOUNT
I/We apply forNew Shares (and a similar number of attachingNew Options) and contemporaneously transmit Application Moniesin full at 4 cents per New Share			$A	Application Monies		Date
I Cheque Details
DrawerBank		Branch			Amount of Cheque
					S
BankDrawer		Branch			Amount of Cheque

TOTAL Cheques should be made payable to "Gippsland Limited - Share Account" and be crossed "Not Negotiable".

This Application Form does not need to be signed. By lodging this Application Form and contemporaneously transmitting j, the Application Monies, this Application hereby:
- applies for the number of New Shares and New Options in the Application Form or such lesser number as may be $(a)$ allocated by the Directors as determined by the Directors:
- agrees to be bound by the terms and conditions set out in the Prospectus and the constitution of Gippsland; and $(b)$
- $(c)$ authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

I/We have received personally an electronic version of this Prospectus, or a copy of it, accompanied by or attached to the Application Form or a copy of the Application Form or a direct derivative of the Application Form, before applying for New Shares and New Options. Gippsland will send to me/us a paper hard copy version of this Prospectus free of charge if I/We so request during the period of the Offer specified in this Prospectus.

If you have received this Prospectus electronically please ensure that you have received the entire Prospectus accompanied by the Application Form or a copy of the Application Form or a direct derivation of the Application Form. If you have not, please email Gippsland at [email protected] and Gippsland will send to you for free, either a hard copy or a further electronic copy of the Prospectus or both.

APPLICATION FORM

Please complete all relevant sections of the Application Form using BLOCK LETTERS. Please post or otherwise have transmitted to Gippsland the completed Application Form together with your Application Monies to one of the 2 addresses listed below. If you have any questions on how to complete this Application Form please telephone Gippsland on 61 89 389 8611 or email Gippsland at [email protected]. Applications for the New Shares and New Options offered by this Prospectus can only be accepted on the Application Form which is included in the Prospectus or on a copy of or direct derivation of the Application Form which is included in the Prospectus.

By mail:	PO Box 352NedlandsWestern Australia 6909	By Delivery:	Level 2 Suite 3418 Stirling HighwayNedlands.Western Australia 6009
----------	--------------------------------------------------	--------------	--------------------------------------------------------------------------------

Application Forms must be received by no later than 5.00 pm (WST) on 25 August 2003 or as otherwise advised by Gippsland. If you have received this Prospectus electronically via the Internet please ensure that you have received the entire Prospectus accompanied by the Application Form. If you have not please email Gippsland at [email protected] and Gippsland will send to you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

$\bar{\bf A}$ Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct forms which can be registered. Applications using the incorrect forms may be rejected. If your Application Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted by Gippsland. Any decision as to whether to accept your form as valid, and how to constitute, amend or complete it, shall be final. You will not however, be treated as having offered to subscribe for more New Shares and New Options than is indicated by the amount of the accompanying cheque for the Application Monies referred to in Box H.
$\bf{B}$ If you applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to three Joint Applicants may register.
$\mathbf C$ Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN's is authorised by taxation laws. Quotation of you TFN is not compulsory and will not affect your Application Form.
$\mathbf{D}$ Enter your POSTAL ADDRESS for all correspondence. All communications to you from Gippsland's share registry, Security Transfers Registrars Pty Ltd (shareholding statement, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications only one address can be entered.
Ë Please let us know your TELEPHONE NUMBER(S) and contact name in case we need to contact you in relation to your Application Form.
$\mathbf{F}$ Gippsland will participate in the ASX CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your application.
$\overline{G}$ Insert the NUMBER OF NEW SHARES AND NEW OPTIONS you wish to apply for in Box G.
Ĥ Enter the amount of your application monies here. The amount must be equal to the number of New Shares applied for (see Box G) multiplied by 4 cents per New Share.
Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made $\mathbf{r}$ payable to "Gippsland Limited - Share Account" and crossed "Not Negotiable". Do not send cash. A separate cheque should accompany each Application Form lodged.
$\mathbf{J}$ The Application Form does not need to be signed.

CORRECT FORMS OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Gippsland. At least one full given name and the surname are required for each natural person. Applications cannot be made by persons less than 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Applicant	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith (John David Smith A/c)	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith (Est John David Smith)A/c	John Smith (deceased)
Partnerships	Mr John David Smith and Mr Michael PeterSmith	John Smith & Son
Club/UnincorporatedBodies	Mr John David Smith (ABC Tennis Association)$A/c$ )	Smith Investment Club or ABC TennisAssociation
Superannuation Funds	John Smith Pty Ltd (Super Fund $A/c$ )	John Smith Superannuation Fund