STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2005

Jan 20, 2005

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).

1	+ Class of + securities issued or to beissued		(i) Ordinary Shares (ASX Code: GIP)(ii) Unlisted Options
$\mathfrak{D}$	Number of $\beta$ securities issued or tobe issued (if known) or maximumnumber which may be issued	(i)	20,000,000 Ordinary Shares; and(ii) 10,000,000 Unlisted Options
3	Principal terms of the securities(eg, if options, exercise price andexpiry date; if partly paid*securities, the amount outstandingand due dates for payment; if+convertiblesecurities,theconversion price and datesforconversion)	(i)	Ordinary Shares will rank pari passuwith the existing ordinary shares onissue.(ii) Unlisted Options are exercisable at 4 UKpence (approx 9.5 Australian cents) eachon or before 31 December 2007.

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in all		$(i)$ Yes
	respects from the date of allotmentwith an existing "class of quoted*securities?	(ii)	security.	Unlisted Options are a new class of
	If the additional securities do notrank equally, please state:the date from which they dotheextentwhichtotheyparticipate for the next dividend,caseof(inthe.a.trust.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
5.	Issue price or consideration	$\mathbf{u}$	Australiancents)listing.	Issue price of 3 UK pence (approx 7.13shareinperconjunction with the Company's AIM
			(ii) Unlistedconsideration.	Options issuedforno
6.	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)		working capital requirements.	Fund the development of the Company'sAbu Dabbab tantalum-tin-feldspar deposit inEgypt, in which the Company has a 50%economic interest by way of an incorporatedjoint venture with the Egyptian Government.Part proceeds will also be applied to ongoing
7	Dates of entering securities intouncertificated holdings or despatchof certificates		Anticipated to be by 3 December 2004.
			Number	* Class
8	Numberand*classοfall*securitiesquotedASX.on(including the securities in clause2 if applicable)		159,528,35943,771,393	Fully paid ordinaryshares ("GIP")Listedoptions$(^{\omega}GIFO")$

+ See chapter 19 for defined terms.

		Number	+ Class
-9	Number and diversion all*securities not quoted on ASX(including the securities in clause2 if applicable)	2,790,567 options	Exercisable at 2.8UK pence (approx6.8 Australian cents)each by 8 March2007.
		10,000,000 options	Exercisable at 4 UKpence (approx 9.5Australiancents)each by 31 Dec 2007.
10	Dividend policy (in the case of a No dividends declared or paid.

trust, distribution policy) on theincreased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval required?	Not applicable
12	Ĩstheissuerenounceableornon-renounceable?	Not applicable
13	Ratio in which the "securities will beoffered	Not applicable
14	*Class of *securities to which the offerrelates	Not applicable
15	*Record date to determine entitlements	Not applicable
16	Will holdings on different registers (orsubregisters) be aggregated for calculatingentitlements?	Not applicable
17	Policy for deciding entitlements in relationto fractions	Not applicable
18	Names of countries in which the entity has*security holders who will not be sent newissue documents	Not applicable
	Note: Security holders must be told how their entitlementsare to be dealt with.
19	Cross reference: rule 7.7.Closing date for receipt of acceptances orremmeiations	Not applicable

+ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21	any underwritingAmount offeeΘľcommission	Not applicable
22.	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to the broker tothe issue	Not applicable
24	Amount of any handling fee payable tobrokerswholodgeacceptancesΟľrenunciations on behalf of *security holders	Not applicable
25.	If the issue is contingent on *securityholders' approval, the date of the meeting	Not applicable
26.	Date entitlement and acceptance form andprospectus or Product Disclosure Statementwill be sent to persons entitled	Not applicable
27	If the entity has issued options, and theterms entitle option holders to participateon exercise, the date on which notices willbe 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 selltheirentitlements in full through a broker?	Not applicable
31	How do "security holders sell part of theirentitlements through a broker and acceptfor 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 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities (tick one)
• Securities described in Part 1 $(a)$
• $(b)$

All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the *securities are *equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders
• 36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1,000$ $1.001 - 5.000$ $5.001 - 10.000$ $10.001 - 100.000$ 100,001 and over
  • 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.	Class of "securities for whichquotation is sought	Not applicable
40	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?If the additional securities do notrank equally, please state:the date from which they do٠whichtheextent totheyparticipate for the next dividend,$(in$ thecase of atrust.distribution) or interest paymentthe extent to which they do not٠rank equally, other than inrelation to the next dividend,	Not applicable
41	distribution or interest paymentReason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issueduponconversionofanother security, clearly identify thatother security)	Not applicable
42	Number and + class of all + securitiesquoted on ASX (including thesecurities in clause 38)	Number+ ClassNot applicable

+ See chapter 19 for defined terms.

Quotation agreement

• *Ouotation of our additional *securities is in ASX's absolute discretion. ASX may $\mathbf{I}$ 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 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.
• 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.

ruped

Date: 1 December 2004 Director RJ (JACK) TELFORD

$\frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{1}{2} \frac{$

+ See chapter 19 for defined terms.