STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2010

Oct 10, 2010

GIPPSLAND LIMITED ABN 31 004 766 376

PROSPECTUS

For the offer of 1,695,207 fully paid ordinary New Shares in Gippsland Ltd at the issue price of $0.04 per New Share, for the purpose of raising approximately $67,808. In addition, this Prospectus has also been issued for the purpose of facilitating the secondary trading of 80,000,000 Placement Shares issued to clients of Patersons Securities Ltd on 11 October 2010 without disclosure to investors under Part 6D.2 of the Corporations Act.

THE OFFER CLOSES AT 5.00 PM WST ON TUESDAY 12 OCTOBER 2010

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.

Investment in the securities offered by this Prospectus should be considered speculative.

CORPORATE DIRECTORY

DIRECTORS

Ian Jeffrey Gandel Non Executive Chairman

Robert John (Jack) Telford Executive Director and Chief Executive Officer

Jon Starink Executive Director John Stuart Ferguson Dunlop Non Executive Director John Damian Kenny Non Executive Director

SECRETARY

Rowan Caren

REGISTERED OFFICE

Suite 4, 207 Stirling Highway Claremont WA 6010 AUSTRALIA

PRINCIPAL OFFICE

Suite 4, 207 Stirling Highway Claremont WA 6010 AUSTRALIA PO Box 352 Nedlands WA 6909 Australia

Tel: +61 8 9340 6000 Fax: +61 8 9340 6060 Website: www.gippslandltd.com Email: info@gippslandltd.com

SHARE REGISTRY

Security Transfer Registrars Pty Ltd* 770 Canning Hwy Applecross WA 6153 AUSTRALIA Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

ASX CODE: GIP

DEUTSCHE BORSE: GIX

*Provided for information purposes only.

Table of Contents

		Table of Contents
Section	1	Offer and Key Dates	1
Section	2	Details of the Offer	1
Section	3	Purpose of the Offer	4
Section	4	Effect of the Offer on the Company	4
Section	5	Risk Factors	6
Section	6	Additional Information	11
Section	7	Directors Responsibility Statement and Consent	15
Section	8	Key Definitions	16

This Prospectus is dated 11 October 2010. A copy of this Prospectus was lodged with ASIC on 11 October 2010. ASIC takes no responsibility for the contents of this Prospectus.

No New Shares 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 issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

Application will be made by the Company for the New Shares issued pursuant to this Prospectus to be quoted 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 the New Shares 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 offered under this Prospectus must be regarded as a speculative investment. The New Shares 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.

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.

Gippsland Limited

Section 1 Offer and Key Dates

The Offer contained in this Prospectus seeks to raise approximately $67,808 by way of offering for subscription 1,695,207 New Shares at the issue price of $0.04 per New Share, payable in full in cash upon application made on the Application Form accompanying this Prospectus. In addition, this Prospectus has been issued for the purpose of facilitating the secondary trading of 80,000,000 Placement Shares the Company issued to clients of Patersons Securities Ltd on 11 October 2010.

The Placement Shares were issued to clients of Patersons Securities Ltd without disclosure to those investors under Part 6D.2 of the Corporations Act. A prospectus is required under the Corporations Act to enable the persons who were issued with the Placement Shares to on-sell those Shares within 12 months of their issue. The Company did not issue the Placement Shares with the purpose of the allottees of the Placement Shares selling or transferring their Placement Shares, or granting, using or transferring interests in, the Placement Shares. However, the Board considers that the allottees of the Placement Shares should be entitled, should they wish, to on-sell their Placement Shares prior to the expiry of 12 months after their issue.

Summary of Important Dates*

Offer opens	Monday 11 October 2010
Prospectus Lodged at ASIC and ASX	Monday 11 October 2010
Closing Date for the Offer	Tuesday 12 October 2010
Allotment of New Shares	Wednesday 13 October 2010
Dispatch of Holding Statements	Thursday 14 October 2010

*This timetable is indicative only. The Directors reserve the right to vary the key dates outlined above pertaining to the Offer in accordance with the Corporations Act 2001 (Cth) and the Listing Rules.

Section 2 Details of the Offer

2.1 Issue

The Offer contained in this Prospectus seeks to raise approximately $67,808 less the expenses of the Offer which are estimated to be $5,000 (excluding GST) by way of offering for subscription 1,695,207 New Shares at the issue price of $0.04 per New Share, payable in full in cash upon application made on the Application Form accompanying this Prospectus.

As at the date of this Prospectus, the Company has 624,634,716 Shares on issue. The Company also has the following unquoted Options on issue:

**Number **	Exercise price	Expiry date
25,000,000	$0.135	26 May2012
4,000,000	£0.0665	15 December 2011
17,000,000	$0.15	31 May2012
10,000,000	$0.08	14 December 2011

2.2 Opening and Closing Dates

The Offer will open at 5.00pm WST on Monday 11 October 2010 and will close at 5.00pm WST on Tuesday 12 October 2010, or such later date as the Directors may determine, in their absolute discretion, subject however to compliance with the Listing Rules and the Corporations Act 2001 (Cth).

2.3 Minimum Subscription

There is no minimum level of subscription for this Offer.

2.4 How to Accept

Your Application for New Shares must be made on the Application Form accompanying a copy of this Prospectus.

Your completed Application Form and Application Monies must reach the Company no later than 5.00pm WST on Tuesday 12 October 2010 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.

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Applications must be for a minimum of 50,000 New Shares. Cheques must be in Australian dollars and made payable to "Gippsland Ltd" and crossed "not negotiable".

Please ensure the completed Application Form, together with your cheque, is received by the Company via the following postal address:

Gippsland Ltd PO Box 352 Nedlands WA 6909 Australia

The Directors reserve the right (in their sole and absolute discretion) to accept (in whole or in part) any application for the New Shares the subject of the Offer.

2.5 Allotment of New Shares

The New Shares are expected to be allotted by no later than Wednesday 13 October 2010, subject to the Directors not extending the Closing Date. Until issue and allotment of the New Shares under this Prospectus and quotation of the New Shares on ASX, any Application Monies received by the Company will be held in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the Application Monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Shares takes place.

Where the number of New Shares 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 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 than is indicated by the amount of the cheque for the Application Monies.

2.6

ASX Listing

The Company will make an application to the ASX within 7 days following the date of this Prospectus for Official Quotation of the New Shares. If approval is not granted by ASX within 3 months after the date of this Prospectus, the Company will not grant or allot any New Shares and will repay all Application Monies as soon as practicable, without interest. A decision by ASX to grant Official Quotation of the New Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company or the New Shares now offered for subscription. ASX takes no responsibility as to the contents of this Prospectus. Official Quotation, if granted, of the New Shares offered by this Prospectus will commence as soon as practicable after statements of holdings for the New Shares are dispatched.

2.7

Overseas Investors

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.

2.8 No Issue of New Shares after 13 Months

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

2.9 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of the Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were 6.9 cents on 27 September and 8 October 2010 (highest) and 3 cents on 21 July 2010 (lowest). The latest available market sale price of the Shares on ASX immediately before the date of issue of this Prospectus was 6.3 cents on 8 October 2010.

2.10 Data Protection and Privacy

The Company collects information about each applicant from the Application Form for the purposes of processing the application and, if the application is successful, to administer the applicant's security holding in the Company. By submitting an Application Form, each applicant agrees that the Company may use the information in the Application Form

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for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the Company's related bodies corporate, agents, contractors and third party service providers, (including mailing houses), the ASX, ASIC and other regulatory authorities.

If an applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements. If you do not provide the information required on the Application Form, the Company may not be able to accept or process your application.

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Gippsland Limited

Section 3 Purpose of the Offer

The purpose of the Offer is, after meeting the expenses of the Offer which are estimated to be $5,000 (excluding GST), to raise funds to progress the development of the Company's Abu Dabbab tantalum/tin/feldspar project in Egypt and for working capital.

The following table illustrates the proposed application of funds raised from the Offer.

**Description **	Amount ($)
Abu Dabbab – Costs of ObtainingProject Finance	$62,808
Expenses of the Offer	$5,000
**Total **	$67,808

Funds raised from the issue of the Placement Shares will be used to develop the Company's flagship asset, the Abu Dabbab Tantalum-Tin-Feldspar project and for working capital.

.

Section 4 Effect of the Offer on the Company

4.1 Principal Effects

The immediate and principal effects of this Offer on the Company (assuming that all 1,695,207 New Shares the subject of the Offer are subscribed for) will be to increase cash reserves by $62,808 (being $67,808 less expenses of the Offer of $5,000) to enable the Company to pursue its objectives as stated above in section 3 of this Prospectus and to see an increase in the number of Shares on issue from 624,634,716 Shares to 626,329,923 Shares. The New Shares which constitute the Offer represent 0.27% of the current number of Shares on issue.

4.2 Capital Structure

Assuming completion of the Offer, the capital structure of Gippsland will be as follows:

Number	Issued Capital
624,634,716	Shares currently on issue
1,695,207	New Shares offered pursuant to the Offer under this Prospectus
626,329,923	Total issued capital at completion of the Offer

4.3 Options

The Company has the following Options on issue:

**Number **	Exercise price	Expiry date
25,000,000	$0.135	26 May2012
4,000,000	£0.0665	15 December 2011
17,000,000	$0.15	31 May2012
10,000,000	$0.08	14 December 2011

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Gippsland Limited

4.6 Unaudited Pro Forma Consolidated Statement of Financial Position

Set out in the table below is an unaudited pro forma Consolidated Statement of Financial Position of the Company assuming successful completion of the Offer and after subtracting the costs of the Offer.

Unaudited Pro Forma Consolidated Statement of Financial Position

	Actual 30 June 2010 Audited $	Pro-formaA reflecting the Offer $
CURRENT ASSETS
Cash and cash equivalents	1,223,122	4,274,466
Trade and other receivables	33,556	33,556
Other assets	42,958	42,958
TOTAL CURRENT ASSETS	1,299,636	4,350,980
NON CURRENT ASSETS
Property, plant and equipment	133,846	133,846
Exploration and evaluation	4,384,999	4,384,999
TOTAL NON-CURRENT ASSETS	4,518,845	4,518,845
TOTAL ASSETS	**5,818,481 **	8,869,825
CURRENT LIABILITIES
Trade & otherpayables	900,625	900,625
Provisions	17,236	17,236
TOTALCURRENT LIABILITIES	**917,861 **	**917,861 **
TOTAL LIABILITIES	917,861	917,861
NET ASSETS	4,900,620	7,951,964
EQUITY
Contributed Equity	35,581,715	38,633,059
Reserves	622,497	622,497
Accumulated losses	(31,303,592)	(31,303,592)
TOTAL EQUITY	4,900,620	7,951,964

Note A: The above pro-forma reflects the audited figures at 30 June 2010, adjusted for the proposed capital raising amount of $67,808 less the expenses of the Offer being $5,000 (ex. GST) and adjusted for the net funds raised by the issue of the Placement Shares. The pro-forma amounts are unaudited.

Accounting policies applied in preparation of the Unaudited Pro Forma Consolidated Statement of Financial Position as at 30 June 2010 are consistent with those applied by the Company in its 2010 annual financial statements.

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Section 5 Risk Factors

The New Shares offered under this Prospectus are considered securities which contain risk. The Directors strongly recommend that prospective investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for New Shares pursuant to this Prospectus. Investors therefore should be aware there are material risks associated with an investment in the Company.

There are certain general risks and certain specific risks, which relate directly to the Company’s business and are largely beyond the control of the Company and the Directors because of the nature of the business interests 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.

The future success of ASX and liquidity in the market for the New Shares cannot be guaranteed. In particular, the market for the New Shares may be, or may become, illiquid and therefore the New Shares may be or may become difficult to sell.

The market price of the Shares may be subject to fluctuations in response to many factors, including variations in the operating results of the Company, divergence in financial results from analysts’ expectations, changes in earnings estimates by stock market analysts, general economic conditions, legislative changes in the countries in which the Company operates and other events and factors outside of the Company’s control. In addition, stock markets have from time to time experienced extreme price and volume fluctuations, which, as well as general economic and political conditions, could adversely affect the market price for the Shares. Quotation on ASX should not be taken as implying that there will be a liquid market for the Shares.

 Economic Conditions

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 operative costs, commodity prices (including tantalum, tin and feldspar 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 are beyond the control of the Company

Tantalum concentrates usually contain varying quantities of radioactive U3O8 and ThO2. International Maritime Organisation ("IMO") regulations restrict the ocean shipment of tantalum concentrates having a combined U3O8 and ThO2 content in excess of 0.1%. Metallurgical modelling and testwork has indicated that the Abu Dabbab product will not be classified as an IMO Class 7 radioactive material as the combined U3O8 and ThO2 content will be below the IMO maximum limit of 0.1%. There is no guarantee that the IMO 0.1% limit will not be lowered in the future.

The shipment of IMO Class 7 radioactive materials is highly restricted by international shipping regulations to the extent that they are not permitted to enter into the European Economic Zone, Japan and numerous other countries unless shipped by a dedicated vessel. The road transportation of IMO Class 7 materials within Europe and numerous other jurisdictions is extremely difficult to the point of being impractical.

 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 resources 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.

 Financial Risks

The development of the Company's resource business and the Abu Dabbab tantalum, tin 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

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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, tin and feldspar) is a speculative endeavour, while mining operations can be hampered by force majeure circumstances and cost overruns for unforseen events.

 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. Commodity prices are affected by a number of factors which are beyond the control of the Company. Commodity prices have fluctuated widely in recent years, and future serious price declines could cause continued development of, and commercial production from, the Company's properties to be impracticable or uneconomic. Depending on the price of tantalum, tin and feldspar, projected cash flow from planned mining operations may not be sufficient and the Company could be forced to discontinue development and may lose its interest in, or may be forced to sell, some of its properties. Future production from the Company's mining properties is dependent on tantalum, tin and feldspar prices that are adequate to make these properties economically viable.

Furthermore, reserve calculations and life-of-mine plans using significantly lower commodity prices could result in material write-downs of the Company's investment in mining properties and increased amortisation, reclamation and closure charges. In addition to adversely affecting the Company's mineral reserve estimates and its financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

 Viability of the Abu Dabbab Project

The development of the Abu Dabbab project into a commercially viable mine cannot be assured. Development projects, such as Abu Dabbab, have no operating history upon which to base estimates of future commercial viability. Estimates of mineral resources and mineral reserves are, to a large extent, based on the interpretation of geological data obtained from drillholes and other sampling techniques and feasibility studies. This information is used to calculate estimates of the capital cost and operating costs based upon anticipated tonnage and grades of tantalum, tin and feldspar to be mined and processed, the configuration of the mineral resource, expected recovery rates, comparable facility and equipment operating costs, anticipated climatic conditions and other factors. As a result, it is possible that estimated results and actual results could differ and such difference could have a material adverse effect on the Company's business, financial condition, results of operations and prospects. There can be no assurance that the Company will be able to complete development of their mineral projects, or any of them, at all or on time or to budget due to, among other things, and in addition to those factors described above, changes in the economics of the mineral projects, the delivery and installation of plant and equipment and cost overruns, or that the current personnel, systems, procedures and controls being inadequate to support Gippsland's operations. Should any of these events occur, it would have a material adverse effect on Gippsland's business, financial condition, results of operations and prospects.

The Abu Dabbab project, which is the Company's prime asset, is also heavily reliant upon the offtake agreement with HC Starck GmbH. Risks associated with this agreement are detailed further below.

 Starck Offtake Agreement

On 13 November 2007, the Company announced that its 50% owned subsidiary, Tantalum Egypt JSC, had secured a 10 year offtake agreement with the German tantalum major HC Starck GmbH ("Starck") for the supply of tantalum pentoxide from its Abu Dabbab project in Egypt ("Agreement"). The majority of the sales of tantalum pentoxide from the Abu Dabbab project heavily depend on Starck fulfilling its obligations under the Agreement. The Offtake Agreement provides for a floor price of Ta2O5 and price-escalation tied to production cost increases. Gippsland is presently in negotiation with HC Starck regarding revised terms of the Agreement to reflect, amongst other matters, the production of a synthetic tantalum concentrate ('SynCon') having a higher Ta2O5content and therefore a higher value. HC Starck has indicated that the SynCon is its preferred product for their tantalum refining process as it reduces transportation costs, consumption of processing reagents and largely eliminates the need to dispose of wastes in specialised underground storage repositories in Germany. Negotiations are also seeking to clarify matters relating to the working of the Agreement price and cost escalation provisions. Uncertainty in relation to the working of these provisions may have a material impact on the project’s financial return.

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 Mining Operations

Mining operations are subject to all the hazards and risks normally encountered in the exploration for and development and production of minerals, including unusual and unexpected geological formations, seismic activity, rock bursts, cave-ins, flooding, variations in grade, deposit size, density and other geological problems, hydrological conditions, metallurgical and other processing problems, mechanical equipment performance problems, the unavailability of materials and equipment including fuel, labour force disruptions, unanticipated transportation costs, unanticipated regulatory changes, unanticipated or significant changes in the costs of supplies including, but not limited to, petroleum, and adverse weather conditions and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Should any of these risks and hazards affect any of Gippsland's proposed mining operations, it may cause the cost of production to increase to a point where it would no longer be economic to produce tantalum, tin and/or feldspar from the Company's mineral reserves, which would have a material and adverse affect on the financial condition, results of operation and cash flows of the Company.

 Mineral Resource and Reserve Estimates

There is no certainty that the mineral resources or any future mineral reserve attributable to Gippsland will be realised. Until mineral reserves or minerals resources are actually mined and processed, the quantity of mineral resources and mineral reserve grades must be considered as estimates only. In addition, the quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices and currency exchange rates. Any material change in the quantity of mineral reserves, mineral resources, grade or stripping ratio may affect the economic viability of the properties. In addition, there can be no assurance that tantalum, tin and feldspar recoveries or other metal recoveries in small scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production.

Results of drilling, metallurgical testing and production and the evaluation of mine plans subsequent to the date of any estimate may require revision of such estimates. The volume and grade of reserves mined and processed and recovery rates may not be the same as currently anticipated. Any material reductions in estimates of mineral reserves and mineral resources, or of the Company's ability to extract these mineral reserves, could have a material adverse effect on the Company's results of operations and financial condition. Also, a reduction in estimated reserves could require material write-downs in investment in the affected mining property and increased amortisation, reclamation and closure changes.

 Foreign Jurisdictions

Gippsland conducts mining, development and exploration activities in Egypt and Eritrea. Gippsland's foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on Gippsland's profitability or the viability of its affected foreign operations, which could have a material and adverse effect on Gippsland's future cash flows, earnings, results of operations and financial condition.

Risks may include, among others, labour disputes, invalidation of governmental orders and permits, uncertain political and economic environments, sovereign risk, war (including in neighbouring states), civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, the failure of foreign parties to honour contractual relations or obligations, corruption, foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, opposition to mining from environmental or other non-governmental organisations, limitations on foreign ownership, limitations on the repatriation of earnings, limitations on mineral exports, instability due to economic under-development, inadequate infrastructure and increased financing costs. These risks may limit or disrupt Gippsland's operations, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalisation or expropriation without fair compensation.

The economy and political system of Egypt and Eritrea should be considered by investors to be less predictable than those in countries in which the majority of investors are likely to be resident. The possibility that the current, or a future, government may adopt substantially different policies, take arbitrary action which might halt production, extend to the re-nationalisation of private assets or the cancellation of contracts, the cancellation of mining and exploration rights and/or changes in taxation treatment cannot be ruled out, the happening of any of which could result in a material and adverse effect on the Company's results of operations and financial condition.

 Political and Economic Stability in Egypt

Egypt has been politically stable for over 28 years, particularly under the presidency of Hosni Mubarak, who succeeded Anwar Sadat in October 1981. The United States remains Egypt's chief ally and source of foreign aid and it is important that Egypt is able to maintain a balance between its relationship with the United States and with its Arab neighbours. The major identifiable threat to political stability is Islamic militancy. While this appears to be under control, there can be no guarantee that this will continue to be the case. There has been sporadic terrorist activity by militant Islamic organisations in Egypt. While the tourist industry has been the main target of such groups, it is possible that they may turn their attention to the assets of the extractive industries in Egypt. Increased tension in Israel may result in a less stable political situation in the Middle East which could have a material adverse effect on Gippsland.

Gippsland is conducting its exploration and development activities predominantly in Egypt. Gippsland believes that the Government of Egypt supports the development of natural resources. There is no assurance that future political and economic conditions in Egypt will not result in the Government of Egypt adopting different policies respecting foreign development and

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ownership of mineral resources. Any such change in policy may result in changes in laws affecting ownership of assets, land tenure and mineral concessions, taxation, royalties, rates of exchange, environmental protection, labour relations, repatriation of income and return of capital, which may affect both Gippsland's ability to undertake exploration and development activities in respect of future properties as well as its ability to continue to explore and develop those properties in respect of which it has obtained mineral exploration rights to date.

 Title to Mineral Rights

The acquisition and retention of title to mineral rights is a detailed and time consuming process. Title to, and the area of, mineral resources claims may be disputed or challenged. The Company's right to explore for, mine, produce and sell tantalum from the Abu Dabbab Project is based on exploitation licences. Should Gippsland's rights under the exploitation licences not be honoured or be unenforceable for any reason, or if any material term of the exploitation licences is unilaterally changed or not honoured, including the boundaries, Gippsland's ability to explore and produce tantalum, tin and feldspar in the future would be materially and adversely affected, and this would have a material and adverse effect on the Company's financial performance and results of operations.

The Company's right to explore, develop, mine and sell tantalum and associated minerals under the exploitation licences may be terminated if the Government of Egypt determines that the Company has breached the terms of the exploitation licences. Any claim of such breach occurring could result in termination of the exploitation licences.

 Insurance

The Company's business is subject to a number of risks and hazards generally, including adverse environmental conditions, industrial accidents, labour disputes or slowdowns, unusual or unexpected geological conditions, ground or slope failures, caveins, changes in the regulatory environment or laws, and natural phenomena such as inclement weather conditions, floods and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to the Company's properties or the properties of others, delays in development or mining, monetary losses and possible legal liability.

Although the Company maintains insurance to protect against certain risks in such amounts as it considers to be reasonable, its insurance will not cover all the potential risks associated with its operations. The Company may also be unable to maintain insurance to cover these risks at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against such risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to the Company or to the other companies in the mining industry on acceptable terms. The Company might also become subject to liability for pollution or other hazards which it may not be insured against or which the Company may elect not to insure against because of premium costs or other reasons. Losses from these events may cause the Company to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

 History of Operating Losses

Gippsland's operations have sustained operating losses during recent fiscal years. There is no guarantee that the Company will ever be profitable.

 Additional Capital

The Company will require significant capital in order to develop the Abu Dabbab project and to fund its other operations. The Company currently has no revenues from operations and is currently wholly reliant upon external financing to fund all of its capital requirements. The Company will require additional financing from external sources to meet such requirements. There can be no assurance that such financing will be available to the Company or, if it is, that it will be offered on acceptable terms. If additional financing is raised through the issuance of equity or convertible debt securities of the Company, the interests of shareholders in the net assets of the Company may be diluted. Any failure of the Company to obtain required financing on acceptable terms could have a material adverse effect on the Company's financial condition, results of operations and liquidity and require the Company to cancel or postpone planned capital investments.

 Trading and Liquidity in the Shares

An investment in the securities of the Company is highly speculative and subject to a high degree of risk and only those who can bear the risk of the entire loss of their investment should invest. Each prospective investor should view his purchase of New Shares as a long-term investment and should not consider such purchase unless he is certain he will not have to liquidate his investment for an indefinite period of time. Investors may realise less than their original investment, or sustain a total loss of their investment.

 Retention of Key Business Relationships

The Company relies significantly on strategic relationships with other entities and also on good relationships with regulatory and governmental departments. The Company also relies upon third parties to provide essential contracting services. There can be no assurance that its existing relationships will continue to be maintained or that new ones will be successfully formed and the Company could be adversely affected by changes to such relationships or difficulties in forming new ones. Any

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Gippsland Limited

circumstance, which causes the early termination or non-renewal of one or more of these key business alliances or contracts, could adversely impact the Company, its business, operating results and prospects.

Various aspects of the Company’s future performance and profitability are dependent on the outcome of future negotiations with third parties. The Company’s interests may in future be held in a joint venture and, in some cases, a joint venture partner may be the manager of the joint venture. In these situations the joint venture decision may not accord with the Company’s stated plan.

 Currency Risk

Any future income from mineral sales may be subject to exchange rate fluctuations and become subject to exchange control or similar restrictions. The Company expects to report its financial results in Australian dollars although part of its business may be conducted in other currencies. As a result, it will be subject to foreign currency exchange risk due to exchange rate movements which will affect the Company's transaction costs and the translation of its results.

 Forward Looking Statements

This document contains forward looking statements, including, without limitation, statements containing the words "believe", "anticipated", "expected" and similar expressions. Such forward looking statements involve unknown risk, uncertainties and other factors which may cause the actual results, financial condition, performance or achievement of the Company, or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that might cause such a difference include, but are not limited to, those set out in this Section 5. Given these uncertainties, investors are cautioned not to place any undue reliance on such forward looking statements. To the extent lawfully permitted, the Company disclaims any obligations to update any such forward looking statements in this Prospectus to reflect future events or developments.

 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares offered under this Prospectus.

Therefore, the New Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends or return of capital and the New Shares carry no guarantee with respect to the market value of such New Shares.

Potential investors should consider that an investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares.

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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 to the market of any information the Company has 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 the Listing Rules as in force from time to time which apply to disclosing entities, and which require Gippsland to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

The 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 ASIC may be obtained from, or inspected at, any Regional office of ASIC.

The New Shares 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 Information Available to Shareholders

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

• (a) the financial statements for the financial year ended 30 June 2010 (being the annual financial report most recently lodged with the ASX and ASIC in relation to Gippsland before the issue of this Prospectus); and

• (b) All continuous disclosure notices given during the period starting after lodgement with the ASX and ASIC of the 2010 annual financial report referred to in (a) above and ending before the lodgement of this Prospectus with ASIC, being the following documents:

• 8 October 2010 – Response to ASX Price Query

• 1 October 2010 – Appendix 3B New Share Issue

• 1 October 2010 – Reinstatement to Official Quotation

• 1 October 2010 –$3.2m Capital Raising

6.3 Rights Attaching to New Shares

The New Shares to be issued pursuant to this Prospectus will rank equally in all respects with existing Shares. The rights attached to Shares are governed by the Constitution and, in certain circumstances, will be regulated by the Corporations Act, the Listing Rules, the ASTC Settlement Rules, ACH Clearing Rules and the general law.

The following is a summary of the principal rights which attach to the Shares:

• (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 a 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.

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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 shareholder or different classes of members.

The liquidator may with the authority of a special resolution vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator things 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) entitles 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 the 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 capital behind all other Shares in the Company.

(d) Transfer of Shares

Subject to the Constitution, the Corporations Act, 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 and the Corporations Act, 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.

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

6.4 Interests of Directors

Except as disclosed in section 6.4 of 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 Offer; or

• the Offer.

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Except as disclosed in section 6.4 of 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 Offer.

At the date of this Prospectus the relevant interest of each of the Directors in Shares and Options are as follows:

Director	Shares	Options
Robert John(Jack)Telford	18,497,4461	5,000,0005
Ian Gandel	133,824,0732	-
Jon Starink	300,0003	2,000,0006
John SF Dunlop	-	2,000,0007
John D Kenny	2,892,8584	1,000,0008
**Total **	155,514,377	10,000,000

Notes:

1. 11,627,985 Shares are held by Eco International Pty Ltd, an entity of which Mr Telford is a director and shareholder. 6,869,461 Shares are held jointly by Mr Telford and Mrs Robin Telford as trustees of the Telford Superannuation Fund, an entity of which Mr Telford is a joint trustee and beneficiary.

2. 133,824,073 Shares are held by Abbotsleigh Pty Ltd, an entity of which Mr Gandel is a director and shareholder, as trustee for the I Gandel Share Investment Trust, an entity of which Mr Gandel is a beneficiary;

3. 300,000 Shares are held by Lazarus Foundation Pty Ltd as trustee for the Rand Trust. Jon Starink is a director of the Lazarus Foundation Pty Ltd and a beneficiary of the Rand Trust.

4. 2,892,858 Shares are held by Ventureworks JDK Pty Ltd, an entity of which Mr Kenny is the sole director and sole shareholder.

5. 5,000,000 Options each exercisable at $0.15 on or before 31 May 2012 are held by Eco International Pty Ltd, an entity of which Mr Telford is a director and shareholder.

6. 2,000,000 Options each exercisable at $0.15 on or before 31 May 2012 are held by Lazarus Foundation Pty Ltd as trustee for the Rand Trust. Jon Starink is a director of the Lazarus Foundation Pty Ltd and a beneficiary of the Rand Trust.

7. 2,000,000 Options each exercisable at $0.15 on or before 31 May 2012 are held by John S Dunlop Nominees Pty Ltd as trustee of the John S Dunlop Family Super Fund, an entity of which Mr Dunlop is a beneficiary

8. 1,000,000 Options each exercisable at $0.15 on or before 31 May 2012 are held by Ventureworks JDK Pty Ltd, an entity of which Mr Kenny is the sole director and sole shareholder.

The Constitution provides that the aggregate amount of Directors’ fees shall from time to time be determined by the Company by a resolution of Shareholders in general meeting. This amount is currently set at $150,000.

A Director may be paid fees or other amounts as the Directors determine where a Director performs extra services or otherwise makes special exertions on behalf of the Company outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for reasonable out of pocket expenses incurred as a result of their directorship.

Over the last two years and three months the remuneration paid to and benefits in kind granted to the Directors (or to companies associated with them) by the Company was as follows:

Director	Fees/Salary/Bonus ($)	Fees/Salary/Bonus ($)	Fees/Salary/Bonus ($)	Other	Remuneration ($)	Remuneration ($)	Total Remuneration ($)
	Period from 1 July to 8 October 2010	Year ended 30 June 2010	Year ended 30 June 2009	Period from 1 July to 8 October 2010	Year ended 30 June 2010	Year ended 30 June 2009
RJ (Jack) Telford1	62,500	250,000	152,000	Nil	Nil	5,000	469,500
Jon Starink	30,000	120,000	80,000	Nil	Nil	2,000	232,000
John SF Dunlop2	6,250	25,700	25,500	Nil	Nil	2,000	59,450
Ian Gandel3	12,500	50,000	Nil	Nil	Nil	Nil	62,500
John Kenny4	6,250	25,000	18,750	Nil	Nil	1,000	51,000

Notes:

1. These fees were paid to Eco International Pty Ltd, an entity of which Mr Telford is a director and shareholder. 2. These fees were paid to John S Dunlop and Associates Pty Ltd, a company in which Mr Dunlop has an interest.

3. These fees were paid to Gandel Metals Pty Ltd, a company in which Mr Gandel has an interest. 4. These fees were paid to VentureWorks JDK Pty Ltd, a company in which Mr Kenny is the sole director and shareholder.

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Gippsland Limited

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.

6.6 Consents

Deloitte Touche Tohmatsu has given its written consent to the use of the audited statement of financial position as at 30 June 2010 for the purposes of preparing the pro forma statement of financial position in the form and context in which that statement of financial position is included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Deloitte Touche Tohmatsu:

• (a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this section 6.6; and

• (b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to a statement included in this Prospectus with the consent of it as specified in this section 6.6.

6.7 Expenses of the Offer

The approximate costs of the Offer are $5,000 (plus GST). These expenses are payable by the Company.

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Gippsland Limited

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 ASIC, or to the Directors knowledge, before any issue of New Shares 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 ASIC and has not withdrawn that consent.

Dated: Monday 11 October 2010

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Signed for and on behalf of Gippsland Ltd by RJ (Jack) Telford Director

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Gippsland Limited

Section 8 Key Definitions

" A$ and $ " means Australian dollars, unless otherwise stated;

" Application Form " means the application form accompanying this Prospectus;

" Application Monies " means the monies accompanying completed Application Forms which are submitted to the Company;

" ASIC " means Australian Securities and Investments Commission;

“ASX " means ASX Limited ACN 008 624 691;

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

" Business Day " means a normal day on which the Company is open for business, excluding Saturday and Sunday;

" Company " and " Gippsland " means Gippsland Ltd ABN 31 004 766 376 and where relevant, its subsidiary companies;

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

" Directors " means Directors of the Company unless the context indicates otherwise;

" Listing Rules " means Listing Rules of the ASX;

" New Shares " means the Shares being offered pursuant to this Prospectus which is comprised of the 1,695,207 Shares the subject of the Offer;

" Offer " means the offer of 1,695,207 New Shares made pursuant to this Prospectus at an issue price of $0.04 per New Share;

" Official List " means the Official List of ASX;

" Official Quotation " means quotation of the Shares on the Official List;

" Options " means options entitling the holder to subscribe for Shares;

" Placement Shares " means the 80,000,000 Shares the Company issued to clients of Patersons Securities Ltd on 11 October 2010 without disclosure to investors under Part 6D.2 of the Corporations Act;

" Prospectus " means this prospectus, dated Monday 11 October 2010, in relation to the offer of 1,695,207 New Shares at the issue price of $0.04 per New Share, for the purpose of raising approximately $67,808;

" Share " means a fully paid ordinary share in the Company;

" Shareholder " means a holder of Shares; and

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

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Gippsland Limited

APPLICATION FORM AND GUIDE TO THE APPLICATION FORM

APPLICATION FORM Broker’s number GIPPSLAND LIMITED ABN 31 004 766 376

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Broker’s or Adviser’s Stamp
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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) C Tax file Number(s) or exemption category Title Given Names/Company Name Surname/ACN B JOINT APPLICATION Title Joint Application Account Designation Title Joint Application Account Designation D POSTAL ADDRESS Address Suburb/Town State Postcode E CONTACT DETAILS Contact Name Telephone (Work) Telephone (Home) Contact e-mail F CHESS DETAILS PID HIN G NUMBER OF NEW SHARES H TOTAL AMOUNT I/We apply for New Shares and contemporaneously transmit Application Monies Date Application Monies in full at $0.04 per New Share $A

I Cheque Details

ICheque Details	ICheque Details
Drawer Bank Branch Amount of Cheque
Drawer Bank Branch Amount of Cheque
Cheques should be made payable to “Gippsland Ltd” and be Crossed “Not Negotiable”.	TOTAL $

J This Application Form does not need to be signed. By lodging this Application Form and contemporaneously transmitting the Application Monies, this Application hereby:

• (a) applies for the number of New Shares in the Application Form or such lesser number as may be allocated by the Directors as determined by the Directors at their discretion;

• (b) agrees to be bound by the terms and conditions set out in the Prospectus and the constitution of Gippsland; and (c) authorises the Directors to complete or amend this Application Form where necessary to correct any errors or omissions.

I/We have received personally a hard or electronic version of the Prospectus dated 11 October 2010, 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. 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 info@gippslandltd.com.au and Gippsland will send to you for free, either a hard copy or a further electronic copy of the Prospectus or both.

Gippsland Limited

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 the address listed below. If you have any questions on how to complete this Application Form please telephone Gippsland on +618 9340 6000 or email Gippsland at info@gippslandltd.com.au. Applications for the New Shares 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: Gippsland Ltd PO Box 352 Nedlands WA 6909 Australia

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Application Forms must be received by no later than 5.00pm WST on Tuesday 12 October 2010 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 info@gippslandltd.com.au and Gippsland will send to you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

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A	Write your FULL NAME in Box A. This must be either your own name of 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 construe, amend or complete it, shall be final. You will not however, be treated as having offered to subscribe
	for more New Shares than is indicated by the amount of the accompanying cheque for the Application Monies
	referred to in Box H.
B	If you are 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.
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 your TFN is not
	compulsory and will not affect your Application Form.
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.
E	Please let us know your TELEPHONE NUMBER(S) and contact name in case we need to contact you in relation to
	your Application Form.
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.
G	Insert the NUMBER OF NEW SHARES you wish to apply for in Box G.
H	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 $0.04 per New Share.
I	Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made
	payable to “Gippsland Ltd” and crossed “Not Negotiable”. Do not send cash. A separate cheque should accompany
	each Application Form lodged.
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 or 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 Peter Smith	John Smith & Son
Club/Unincorporated Bodes	Mr John David Smith (ABC Tennis Association A/c)	Smith Investment Club or ANC Tennis Association
Superannuation Fund	John Smith Pty Ltd (Super Fund A/c)	John Smith Superannuation Fund