STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2006

May 31, 2006

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 177/96. 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).

$\mathbf{1}$ +Class of +securities issued or to be issued

Ordinary Shares (ASX Code: "GIP")

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

$25,000,000$ ordinary shares ("GIP") 25,000,000 unlisted options

Ordinary shares will rank pari passu with the existing ordinary shares on issue. Unlisted options exercisable at 13.5 cents on or before 26 May 2012

+ See chapter 19 for defined terms.

4	Do the *securities rank equally in allrespects from the date of allotmentwith an existing "class of quoted*securities?		Yes the Ordinary Shares do on issue or inthe case of the Ordinary Shares issued onthe exercise of the Options, on exercise.
	If the additional securities do notrank equally, please state:the date from which they do۰which theytheextent to۰participate for the next dividend,the case of a(intrust.distribution) or interest paymentthe extent to which they do not۰rank equally, other than inrelation to the next dividend,distribution or interest payment
5.	Issue price or consideration	Ordinary Shares issue price of 10.8 cents pershare.
6	Purpose of the issue(If issued as consideration for theacquisition of assets, clearly identifythose assets)	exploration in Egypt.	Working capital required to progress thefeasibility study for the Abu Dabbabtantalum tin project and to partially fund
7	Dates of entering "securities intouncertificated holdings or despatchof certificates	5 June 2006
8	Number*classofandall	Number233,851,926	* ClassFully paid ordinary
	*securitiesquotedonASX.(including the securities in clause2 if applicable)	43,738,393	shares ("GIP")Listedoptions("GIPO")

+ See chapter 19 for defined terms.

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

Number	+ Class
10,000,000	Unlisted options convertible at4UK Pence prior to 31/12/07
2,250,000	Unlisted options convertible at 15 cents prior to 31/12/07
25,000,000	Unlisted options convertible at13.5 cents on or before to $26$May 2012

Dividend policy (in the case of a $\boxed{\text{No dividends declared or paid.}}$ trust, distribution policy) on the increased capital (interests) $10$

Part 2 - Bonus issue or pro rata issue

11	holderIssecurityapprovalrequired?	Not applicable
12	Is the issue renounceable or non-renounceable?	Not applicable
13	Ratio in which the "securities willbe offered	Not applicable
14	*Class of *securities to which theoffer relates	Not applicable
15	*Recorddeterminedatetoentitlements	Not applicable
16	Will holdings on different registers(or subregisters) be aggregated forcalculating entitlements?	Not applicable
17	Policy for deciding entitlements inrelation to fractions	Not applicable
18	Names of countries in which theentity has *security holders whowillnotbe.sent newissuedocuments	Not applicable
	Note: Security holders must be told how theirentitlements are to be dealt with.
	Cross reference: rule 7.7.
19.	Closingdatefor receiptоfіacceptances or renunciations	Not applicable

+ See chapter 19 for defined terms.

20.	Names of any underwriters	Not applicable
21	Amount of any underwriting fee orcommission	Not applicable
22	Names of any brokers to the issue	Not applicable
23	Fee or commission payable to thebroker to the issue	Not applicable
24	Amount of any handlingfeepayable to brokers who lodgeacceptances or renunciations onbehalf of *security holders	Not applicable
25.	If the issue is contingenton*security holders'approval,thedate of the meeting	Not applicable
26	Date entitlement and acceptanceform and prospectus or ProductDisclosure Statement will be sent topersons entitled	Not applicable
27	If the entity has issued options, andthe terms entitle option holders toparticipate on exercise, the date onwhich notices will be sent to optionholders	Not applicable
28	Date rights trading will begin (ifapplicable)	Not applicable
29	Date rights trading will end (ifapplicable)	Not applicable
30.	How do *security holders sell theirentitlements in full throughabroker?	Not applicable
31	How do *security holders sell partof their entitlements through abroker 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)
• Securities described in Part 1 $(a)$
• $(b)$ All other securities

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35

If the "securities are "equity securities, the names of the 20 largest holders of the additional *securities, and the number and percentage of additional *securities held by those holders

36 If the *securities are *equity securities, a distribution schedule of the additional *securities setting out the number of holders in the categories $1 - 1.000$ $1,001 - 5,000$ $5.001 - 10.000$ $10,001 - 100,000$ 100.001 and over

37

A copy of any trust deed for the additional *securities

+ See chapter 19 for defined terms.

Entities that have ticked box 34(b)

38.	Number of securities for which Not applicable*quotation is sought
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 do٠	Not applicable
	extent to whichthethey۰participate for the next dividend,(inthecaseοftrust.a.distribution) or interest paymentthe extent to which they do notrank equally, other than inrelation to the next dividend,distribution or interest payment
41	Reason for request for quotationnowExample: In the case of restricted securities, end ofrestriction period(if issued upon conversion ofanother security, clearly identify that	Not applicable
	other security)	+ Class
42.	Number and *class of all *securitiesquoted on ASX (including thesecurities in clause 38)	NumberNot applicable

+ See chapter 19 for defined terms.

Ouotation agreement

• $\mathbf{I}$ *Quotation of our additional *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 $\bullet$ 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.

+ See chapter 19 for defined terms.

• $\overline{3}$ 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.

Jupid

Sign here:

RJ (JACK) Telford Director Date: 30 May 2006

$+$ See chapter 19 for defined terms.