STREAMPLAY STUDIO LIMITED - Capital/Financing Update 2013

GIPPSLAND LIMITED

ABN 31 004 766 376

PROSPECTUS

For a pro-rata non-renounceable rights issue of approximately 301,473,579 New Shares on the basis of 1 New Shares for every 4 Shares held on the Record Date at an issue price of 1.0 cent per New Share, to raise approximately $3,014,736.

The Rights Issue closes at 5.00pm AWST on 5 April 2013.

THIS RIGHTS ISSUE IS NOT UNDERWRITTEN

IMPORTANT NOTICE

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 other professional adviser. An investment in the securities offered by this Prospectus should be considered speculative.

If you sell or have sold or otherwise transferred all your Shares in Gippsland Limited on or before the Record Date, you should send this document, to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into a country or jurisdiction outside of Australia, New Zealand or the United Kingdom. If you have sold or transferred only part of your holding of Shares you should retain this document.

INDEX
Section 1 DETAILS OF THE OFFER		10
Section 2 COMPANY UPDATE AND PURPOSE AND EFFECT OF THE RIGHTS ISSUE		20
Section 3 RISK FACTORS		29
Section 4 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES		43
Section 5 ADDITIONAL INFORMATION		46
Section 6 DEFINED TERMS		58
Section 7 DIRECTORS’ RESPONSIBILITY STATEMENT & CONSENT		62
ANNEXURE A
Summary of Important Dates*
Prospectus lodged with ASIC and ASX; Appendix 3B lodged with ASX	6 March	2013
Notice sent to Shareholders containing information required by	8 March	2013
Appendix 3B
"Ex" Date (date Shares quoted ex-rights)	12 March	2013
Record Date to determine Entitlements (5.00pm AWST)	18 March	2013
Opening Date/Despatch of Prospectus (9.00am AWST)	20 March	2013
Closing Date for acceptances and receipt of applications under the	5 April	2013
Rights Issue (5.00pm AWST)
New Shares quoted on a deferred settlement basis	8 April	2013
Notification to ASX of Shortfall Shares	9 April	2013
Allotment of New Shares and despatch of holding statements	15 April	2013
Trading on ASX in the New Shares to commence	16 April	2013

*These dates are indicative only. The Directors reserve the right to vary the key dates, to cancel the Offer, to close the Offer early, or to accept late applications, either generally or in a particular case, without prior notice and subject to compliance with the Corporations Act, the Listing Rules and other applicable law.

Key Definitions

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than used in full on each occasion and are set out in Section 6 of this Prospectus.

IMPORTANT NOTICE

Shareholders should read this Prospectus in its entirety and, if in doubt, should consult their professional advisers before deciding whether to accept their Entitlements. Shareholders resident in the United Kingdom are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant, fund manager or should consult a person or other independent adviser duly authorised under the United Kingdom's Financial Services and Markets Act 2000 (“ FSMA” ) who specialises in advising on the acquisition of shares and other securities before taking any action.

This Prospectus is dated 6 March 2013. A copy of this Prospectus was lodged with the ASIC on that date. No responsibility for the contents of this Prospectus is taken by the ASIC or the ASX. No applications for New Shares will be accepted nor will New Shares be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus. New Shares issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus. An application for New Shares will only be accepted on the "Entitlement and Acceptance Form" accompanying this Prospectus.

This document does not constitute an approved prospectus for the purposes of the United Kingdom's Prospectus Rules and contains no offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA or otherwise. This document has not been, and will not be, approved or examined by or filed with the United Kingdom Financial Services Authority (“ FSA ”) or by any other regulatory authority which could be a competent authority for the purposes of the Prospectus Rules.

The Company will apply for the New Shares offered pursuant to this Prospectus to be listed for quotation on the ASX. It is expected that quotation of the New Shares on the ASX will commence on 16 April 2013.

In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers who investors may consult. No person is authorised to give any information or to make any representation in connection with the Rights Issue described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the issue of this Prospectus.

This Prospectus does not constitute an offer to sell or the solicitation of an invitation to acquire securities in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. Neither this document nor the New Shares have been, nor will be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state or other jurisdiction of the United States of America (“ Securities Act ”), except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of any state or other jurisdiction of the United States, or any applicable securities laws of a country or jurisdiction outside of Australia, New Zealand or the United Kingdom. Accordingly, subject to certain exceptions,

the New Shares may not, directly or indirectly, be offered, sold, resold, transferred or delivered within a country or jurisdiction outside of Australia, New Zealand or the United Kingdom or to or for the account or benefit of any national resident or citizen of, or any person located in a country or jurisdiction outside of Australia, New Zealand or the United Kingdom. The distribution of this Prospectus in jurisdictions outside of Australia, New Zealand or the United Kingdom 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.

United Kingdom Notice

The offer of New Shares under the Rights Issue is only being made in the United Kingdom to persons who are of a kind described in Article 43(2) (members and creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“ Order ”) as amended.

The offer of New Shares to Eligible Shareholders, in so far as such offer relates to any Shortfall Shares, is only being made in the United Kingdom to persons who are of a kind described in Article 43(2) (members and creditors of certain bodies corporate) of the Order.

The content of this document has not been approved by an authorised person for the purposes of section 21 of FSMA. Any investment to which this document relates is available to (and any investment activity to which it relates will be engaged with) only those persons described above. Persons who do not fall within this category should not rely on this document nor take any action upon it, but should return it immediately to the Company .

This document and its contents must not be distributed or passed on, directly or indirectly, published, reproduced or disclosed (in whole or in part) by recipients to any other class of person and in any event under no circumstances should persons of any other description rely or act upon the contents of this document.

Any decision regarding any proposed investment in the Company’s securities must be made on the basis of public information on the Company. Reliance solely on this document for the purpose of engaging in investment activities may expose a person to a significant risk of losing all of the property or other assets invested.

European Economic Area Notice

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a “Relevant Member State ”) with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant Implementation Date ”), an offer of the New Shares described in this document may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offer Shares approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that, with effect from and including the Relevant

Implementation Date, an offer of the New Shares may be offered to the public in that Relevant Member State at any time:

(a) to any legal entity that is authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or

(b) to any legal entity that has two or more of: (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43 million; and (3) an annual net turnover of more than €50 million, as shown in its last annual or consolidated accounts; or

(c) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), or

(d) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospective Directive, provided that no such offer of the Offer Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

Each purchaser of the Offer Shares described in this document located within a Relevant Member State will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the Offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The total consideration of the Offer under the Rights Issue and offers made by the Company in the European Economic Area (in which area the Offer is only being made to Eligible Shareholders who have registered addresses in the United Kingdom) in the twelve month period preceding the Closing Date shall be less than €5,000,000 in aggregate. Any applications for Shortfall Shares made by Eligible Shareholders who have registered addresses in the United Kingdom may only be made on the condition that the Directors have a complete discretion to scale-back any such applications on a pro-rata basis to ensure that the total sum for which such Shareholders may subscribe for in Shortfall Shares when aggregated with the total sum for which such Shareholders have already subscribed under the Offer does not exceed a threshold of €5,000,000. Therefore, in accordance with Section 85 and schedule 11A of FSMA, this document does not constitute an approved prospectus for the purposes of the United Kingdom’s Prospectus Rules and contains no offer of transferable securities to the public within the meaning of sections 85 and 102B of FSMA or otherwise. This document has not been, and will not be, approved or examined by or filed

with the FSA or by any other regulatory authority which could be a competent authority for the purposes of the Prospectus Rules.

CORPORATE DIRECTORY

DIRECTORS

Ian Gandel

Non Executive Chairman

Jon Starink

Executive Director

John Kenny Non Executive Director

UNITED KINGDOM SOLICITORS

Gowlings (UK) LLP 15th Floor 125 Old Broad Street London EC2N 1AR UNITED KINGDOM

AUDITORS

SECRETARY

Rowan Caren

Deloitte Touche Tohmatsu Level 14, Woodside Plaza, 240 St Georges Terrace, Perth, 6000, AUSTRALIA

REGISTERED OFFICE

Suite 4, 207 Stirling Highway Claremont WA 6010 AUSTRALIA

PRINCIPAL OFFICE

Suite 4, 207 Stirling Highway Claremont WA 6010 AUSTRALIA

Telephone: +61 8 9340 6000 Facsimile: +61 8 9340 6060 Website: www.gippslandltd.com Email: [email protected]

Telephone: +61 8 9365 7000

SHARE REGISTRY

Security Transfer Registrars Pty Ltd* 770 Canning Hwy Applecross WA 6153 AUSTRALIA

Telephone: +61 8 9315 2333 Facsimile: +61 8 9315 2233

EXCHANGES

ASX: GIP

AUSTRALIAN SOLICITORS

DEUTSCHE BORSE: GIX

Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000 AUSTRALIA

Note: *This entity has not been involved in the preparation of this Prospectus and has not consented to being named in this Prospectus. Its name is included for information purposes only.

BRIEF INSTRUCTIONS

Participation in the Rights Issue is open to all Eligible Shareholders (i.e. Shareholders resident in Australia, New Zealand and the United Kingdom on the Record Date – refer to Section 1.11).

What You May Do

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form. You may:

accept your Entitlement in full or part;
apply for additional Shares pursuant to the Shortfall Offer; or
allow the whole or part of your Entitlement to lapse.

If You Wish To Take Up All or Part Of Your Entitlement

Complete the accompanying Entitlement and Acceptance Form in accordance with the instructions set out on the Entitlement and Acceptance Form. Forward your completed Entitlement and Acceptance Form, together with your cheque or banker’s draft drawn on an Australian bank (denominated in Australian currency) for the amount shown on the Entitlement and Acceptance Form or for such lesser amount as you wish to apply for, so as to reach the Company's Share Registry no later than 5.00pm AWST on 5 April 2013 (except where payment is via BPAY® in which case payment must be made by such earlier time that your own financial institution may implement the electronic payment prior to 5.00pm AWST on 5 April 2013). If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

If You Wish to Apply for Shortfall Shares

Complete the accompanying Entitlement and Acceptance Form (if you are an Eligible Shareholder and have taken up your full Entitlement) or Non-Shareholder Application Form (if you are a Non-Shareholder Applicant), including the section marked "Shortfall Shares", in accordance with the instructions set out on the Entitlement and Acceptance Form or NonShareholder Application Form (as the case may be).

Forward your completed Entitlement and Acceptance Form or Non-Shareholder Application Form (as the case may be), together with payment for your Entitlement (if applicable) and a separate payment in respect of the Shortfall Shares applied for as a cheque or banker's draft drawn on an Australian bank (denominated in Australian currency), or if paying by BPAY®, the amount must equal the amount shown on your Entitlement and Acceptance Form (if applicable) plus the amount to pay for the Shortfall Shares you are applying for (i.e. number of Shortfall Shares applying for multiplied by 1.0 cent per Shortfall Share), so as to reach the Company's Share Registry no later than 5.00pm AWST on 5 April 2013. Please refer to Section 1.7 for further information in relation to Shortfall Shares.

Entitlements Not Taken Up

If you decide not to accept all or part of your Entitlement pursuant to the Rights Issue, you are not required to take any action. The New Shares not accepted will form part of the Shortfall Shares. Any Shortfall Shares not taken up by Eligible Shareholders, as set out in this Prospectus, will be dealt with in accordance with Section 1.7.

Section 1 DETAILS OF THE OFFER

1.1 The Offer

This Prospectus is for a pro-rata non-renounceable rights issue of approximately 301,473,579 New Shares on the basis of 1 New Share for every 4 Shares held by Eligible Shareholders on the Record Date at an issue price of 1.0 cent per New Share, to raise approximately $3,014,736 (less expenses of the Rights Issue estimated to be $50,000). In determining Entitlements, any fractional entitlement will be rounded up to the nearest whole number.

The total consideration of the Offer made by the Company in the European Economic Area, in which area the Offer is only being made in the United Kingdom, under the Rights Issue (including the option for Eligible Shareholders with registered addresses in the United Kingdom to make applications for any Shortfall Shares) and offers made by the Company in the European Economic Area, including the United Kingdom, in the twelve month period preceding the Closing Date will be less than €5,000,000 in aggregate (assuming full subscription for New Shares by Eligible Shareholders and on the condition that any applications for Shortfall Shares made by Eligible Shareholders with registered addresses in the United Kingdom will be scaled-back on a pro-rata basis to ensure that the €5,000,000 threshold is not exceeded – this condition has been set to ensure that the Company is not required to produce an approved prospectus in the United Kingdom pursuant to section 85 of FSMA). The issue of a prospectus in the United Kingdom would considerably increase the costs of the Rights Issue and it would take much longer to complete, as any such prospectus would require the prior approval by the United Kingdom Listing Authority.

As at the date of this Prospectus, the Company has 600,000 unquoted Options on issue. Optionholders will not be entitled to participate in the Rights Issue without first exercising their Options and acquiring the resulting Shares, and having them registered in their name in the Share Register, prior to the Record Date.

If all of the Options currently on issue are exercised and the resulting Shares are issued prior to the Record Date, the number of Shares on issue will be 1,206,494,315 and the number of New Shares that are offered pursuant to this Prospectus will be approximately 301,623,579. If none of the Options are exercised prior to the Record Date, approximately 301,473,579 New Shares will be offered pursuant to this Prospectus.

Any New Shares not taken up by Eligible Shareholders under their Entitlement will form part of the Shortfall Shares (please refer to Section 1.7 for further details).

1.2 Entitlements and Acceptance

Participation in the Rights Issue is open to all Eligible Shareholders (ie Shareholders with a registered addressed in the Share Register in Australia,

New Zealand or the United Kingdom on the Record Date – refer to Section 1.11 for further details). Eligible Shareholders who accept their Entitlement (in full or in part) acknowledge, warrant, represent and undertake to the Company in the terms set out in Annexure A to this Prospectus.

The number of New Shares to which you are entitled under the Rights Issue (ie your Entitlement) is shown in the Entitlement and Acceptance Form accompanying this Prospectus. In determining Entitlements, any fractional entitlement will be rounded up to the nearest whole number.

Acceptance of Entitlement

If you are an Eligible Shareholder and wish to take up all or part of your Entitlement under the Rights Issue, please complete the Entitlement and Acceptance Form in accordance with the instructions set out on the Entitlement and Acceptance Form.

Non-Acceptance of Entitlement

If you do not wish to take up any part of your Entitlement under the Rights Issue, you are not required to take any action. If you decide not to accept all or part of your Entitlement, the New Shares not accepted will be dealt with as Shortfall Shares in accordance with Section 1.7.

Shortfall Shares Application

If you wish to take up more than your Entitlement under the Rights Issue, you may apply for Shortfall Shares that may arise under the Rights Issue. See Section 1.7 for more information about Shortfall Shares.

Acceptance of Terms

All applications for New Shares must be made on the Entitlement and Acceptance Form. Any application will be treated as an offer from the applicant to acquire New Shares on the terms and conditions set out in this Prospectus. The Directors reserve the sole right to reject any applications for New Shares.

(i) Australia or New Zealand

If you are an Eligible Shareholder with an address in Australia or New Zealand registered in the Share Register please ensure the completed Entitlement and Acceptance Form, together with your cheque or banker’s draft drawn on an Australian bank (denominated in Australian currency) or BPAY® electronic payment (made pursuant to the instructions detailed on the back of the Entitlement and Acceptance Form), is received by the Company’s Share Registry at:

Delivered to	Or by post to
Security Transfer Registrars Pty Ltd	Security Transfer Registrars Pty Ltd
770 Canning Highway	PO Box 535
Applecross WA 6153	Applecross WA 6953
AUSTRALIA	AUSTRALIA

not later than 5.00pm AWST on 5 April 2013 or such later date as the Directors advise. Cheques should be made payable to " Gippsland Limited – Share Issue Account " and crossed "Not Negotiable".

If paying via BPAY®, applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through BPAY® so that the funds are received by the Company by the Closing Date of 5.00pm AWST on 5 April 2013 or such later date as the Directors advise. If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

(ii) United Kingdom

If you are an Eligible Shareholder with a registered address in the United Kingdom please ensure the completed Entitlement and Acceptance Form, together with a cheque or banker’s draft drawn on an Australian bank (denominated in Australian currency) is received by the Company’s Share Registry at:

Delivered to	Or by post to
Security Transfer Registrars Pty Ltd	Security Transfer Registrars Pty Ltd
770 Canning Highway	PO Box 535
Applecross WA 6153	Applecross WA 6953
AUSTRALIA	AUSTRALIA

Taxation Implications

Shareholders should obtain independent advice on the taxation implications arising out of their participation in the Rights Issue.

Enquiries

If you have any queries regarding your Entitlement, please contact the Company's Share Registry by telephone on +61 8 9315 2333 or contact your stockbroker or professional adviser.

Please note if you do not accept your Entitlement in accordance with the instructions set out above, any Entitlement not accepted in full or in part will form part of the Shortfall Shares.

1.3 Minimum Subscription

The minimum subscription for the Offer is $1,250,000. No Shares will be issued pursuant to this Prospectus until the minimum subscription has been received. If the minimum subscription is not achieved within 4 months after the date of issue of this Prospectus, the Company will either repay the Application Monies to the applicants or issue a supplementary prospectus or replacement prospectus and allow applicants one month to withdraw their application and be repaid their Application Monies.

1.4 Underwriting

The Rights Issue is not underwritten.

1.5 Opening and Closing Dates

The Rights Issue will open for receipt of acceptances at 9.00am AWST on 20 March 2013.

The Rights Issue will close at 5.00pm AWST on 5 April 2013 (except where payment is via BPAY® in which case payment must be made by such earlier time that your own financial institution may implement the electronic payment prior to 5.00pm AWST on 5 April 2013) or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine and provided that the Company gives ASX notice of such a change at least 6 Business Days prior to the Closing Date.

1.6 Brokerage and Commission

No brokerage or stamp duty will be payable by investors in respect of a subscription for New Shares under this Prospectus or in respect of the Company issuing New Shares under this Prospectus.

1.7 Shortfall Offer

If you decide not to accept all or part of your Entitlement pursuant to the Rights Issue, you are not required to take any action. Any New Shares not accepted will form part of the Shortfall Offer and will be dealt with in accordance with this Section 1.7. In these circumstances, Eligible Shareholders will receive no benefit.

Entitlements not taken up will become available as Shortfall Shares. The issue price of any Shortfall Shares offered pursuant to the Shortfall Offer shall be 1.0 cent per Shortfall Share, being the price at which the Entitlement has been offered to Eligible Shareholders pursuant to this Prospectus.

Shareholders may, in addition to accepting all of their Entitlement, apply for Shortfall Shares regardless of the size of their present holding. Shareholders may only make an application for Shortfall Shares if they have accepted their maximum Entitlement under the Rights Issue.

Non-Shareholder Applicants may apply for Shortfall Shares by completing the Non-Shareholder Application Form attached to this Prospectus and returning it, together with a cheque for the value of those Shortfall Shares to the address set out in the form.

Eligible Shareholders with a registered address in the United Kingdom may apply for Shortfall Shares subject to the condition that any such applications will be scaled-back on a pro-rata basis to ensure that the maximum amount of the Offer being made under the Rights Issue to Shareholders with a registered address in the European Economic Area is less than the €5,000,000 threshold for the preceding 12 month period from the date of this Prospectus in the event that such applications will exceed the threshold.

If more Shortfall Shares are applied for than are available from the number of New Shares not taken up under the Rights Issue, those Shortfall Applications will be scaled-back on a proportional basis taking into consideration the size of the applicant’s holding in the Company as at the Record Date (but for Eligible Shareholders with a registered address in the United Kingdom, subject to the scale-back mechanism referred to above).

It is possible that there will be few or no Shortfall Shares available for issue. It is an express term of the Shortfall Offer that applicants for Shortfall Shares will be bound to accept a lesser number of Shortfall Shares allocated to them than applied for. If a lesser number is allocated to them, excess Application Monies will be refunded without interest.

The Directors and other related parties of the Company may not apply for any Shortfall Shares.

If you wish to apply for any Shortfall Shares that may arise under the Rights Issue and you are:

(a) an Eligible Shareholder, you should, in addition to completing the section marked " Entitlement or Part Thereof ", complete the section marked " Shortfall Shares " on the Entitlement and Acceptance Form in accordance with the instructions set out on the Entitlement and Acceptance Form; or
(b) a Non-Shareholder Applicant, you should complete the NonShareholder Application form in accordance with the instructions set out on the Non-Shareholder Application Form.

The Directors reserve the right to issue Shortfall Shares at their absolute discretion. The Shortfall Offer is a separate offer made pursuant to this

Prospectus and will remain open for up to three months after the Closing Date.

Eligible Shareholders – Australia or New Zealand

Eligible Shareholders resident in Australia or New Zealand are invited to, in completing the Entitlement and Acceptance Form, complete the section marked " Shortfall Shares " in the Entitlement and Acceptance Form and return it, together with a separate cheque or banker’s draft drawn on an Australian bank (denominated in Australian currency) in respect of the Shortfall Application, made payable to " Gippsland Limited – Share Issue Account "and crossed "Not Negotiable", to the Company's Share Registry at:

Delivered to	Or by post to
Security Transfer Registrars Pty Ltd	Security Transfer Registrars Pty Ltd
770 Canning Highway	PO Box 535
Applecross WA 6153	Applecross WA 6953
AUSTRALIA	AUSTRALIA

not later than 5.00pm AWST on 5 April 2013 or such later date as the Directors advise.

If paying via BPAY®(for Australian and New Zealand Eligible Shareholders only), applicants should be aware that their own financial institution may implement earlier cut-off times with regards to electronic payment and it is the responsibility of the applicant to ensure that funds are submitted through BPAY® by such earlier time that your own financial institution may implement the electronic payment prior to the Closing Date of 5.00pm AWST on 5 April 2013 or such later date as the Directors advise. If you elect to pay via BPAY®, you must follow the instructions for BPAY® set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

Eligible Shareholders – United Kingdom

Eligible Shareholders resident in the United Kingdom are invited to, in completing the Entitlement and Acceptance Form, complete the section marked " Shortfall Shares " on the Entitlement and Acceptance Form and return it, together with a cheque or banker’s draft drawn on an Australian bank (denominated in Australian currency), to the Company's Share Registry at:

Delivered to	Or by post to
Security Transfer Registrars Pty Ltd	Security Transfer Registrars Pty Ltd
770 Canning Highway	PO Box 535
Applecross WA 6153	Applecross WA 6953
AUSTRALIA	AUSTRALIA

not later than 5.00pm AWST on 5 April 2013 or such later date as the Directors advise.

If the total consideration from applications for Shortfall Shares from Eligible Shareholders with registered addresses in the United Kingdom would, when aggregated with the total consideration from initial applications for New Shares from Eligible Shareholders with registered addresses in the United Kingdom exceed the €5,000,000 threshold, then all such applications for Shortfall Shares will be scaled-back on a pro-rata basis to ensure that the €5,000,000 threshold is not exceeded.

The Offer has been structured such that the maximum amount that can be raised by the Company under the Offer will not exceed the sterling equivalent of €5,000,000. This maximum limit has been set to ensure that the Company is not required to produce an approved prospectus in the United Kingdom pursuant to section 85 of FSMA. The issue of a prospectus in the United Kingdom would considerably increase the costs of the Rights Issue and it would take much longer to complete, as any such prospectus would require prior approval by the United Kingdom Listing Authority.

Any Shortfall Shares remaining after applications from Eligible Shareholders and Non-Shareholder Applicants will not be issued.

1.8 ASX Listing

The Company will make application to ASX within seven days following the date of this Prospectus for official quotation of the New Shares offered pursuant to this Prospectus.

If approval for official quotation of the New Shares is not granted by ASX within three months after the date of this Prospectus (or such period as varied by the ASIC), the Company will not allot or issue any New Shares and will repay all Application Monies (where applicable) within the time prescribed by the Corporations Act, 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.

1.9 Issue and Allotment of New Shares

The New Shares pursuant to the Offer are expected to be issued and allotted by no later than 15 April 2013. The Company will allot the New Shares on the basis of an Eligible Shareholder’s Entitlement.

Shares issued pursuant to the Shortfall Offer will be allotted on a progressive basis. Where the number of New Shares issued is less than the number applied for, or where no allotment is made, surplus application monies will be refunded without any interest to the applicant as soon as practicable after the closing date of the Shortfall Offer.

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.

1.10 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.

1.11 Overseas Investors

The Company is of the view that it is unreasonable to make an offer under this Prospectus to Shareholders with a registered address outside of Australia, New Zealand and the United Kingdom (" Excluded Shareholders ") having regard to:

(a) the number of Shareholders registered outside of Australia, New Zealand and the United Kingdom;
(b) the number and value of the New Shares to be offered to Shareholders registered outside of Australia, New Zealand and the United Kingdom; and
(c) the cost of complying with the legal requirements and requirements of regulatory authorities in the other overseas jurisdictions.

Accordingly, only Eligible Shareholders are entitled to participate in the Rights Issue and the Company is not required to, and does not, make any offers under this Prospectus to Shareholders with a registered address outside of Australia, New Zealand and the United Kingdom.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand). Members of the public in New Zealand who are not Shareholders on the Record Date are not entitled to apply for any New Shares.

Shareholders resident in Australia or New Zealand holding Shares on behalf of persons who are resident overseas are responsible for ensuring that taking up an Entitlement under the Offer does not breach regulations in the relevant overseas jurisdiction. Return of a duly completed Entitlement and Acceptance Form will be taken by the Company to constitute a representation that there has been no breach of those regulations.

The offer of New Shares under the Rights Issue made in this Prospectus is only being made in the United Kingdom to persons who are of a kind described in Article 43(2) of the United Kingdom's Financial Services and Markets Act 2000

(Financial Promotion) Order 2005 (members and creditors of certain bodies corporate).

1.12 Taxation Implications

The Directors do not consider that it is appropriate to give potential applicants advice regarding the taxation consequences of applying for New Shares under this Prospectus, as it is not possible to provide a comprehensive summary of the possible taxation consequences for potential applicants. The Company and its advisers and officers do not accept any responsibility or liability for any taxation consequences to applicants. Potential applicants should, therefore, consult their own professional tax adviser in connection with the taxation implications of the New Shares offered pursuant to this Prospectus.

1.13 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

The Company will not be issuing share certificates. The Company will apply to ASX to participate in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Prospectus. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

1.14 Data Protection and Privacy

The Company collects information about each applicant from the Entitlement and Acceptance 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 Entitlement and Acceptance Form, each applicant agrees that the Company may use the information in the Entitlement and Acceptance Form 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 registers. 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 Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

Section 2 COMPANY UPDATE AND PURPOSE AND EFFECT OF THE RIGHTS ISSUE

2.1 Purpose of the Rights Issue

The purpose of the Rights Issue is to raise approximately $3,014,736 (before expenses).

The following table summarises the proposed application of funds raised from the Rights Issue.

Item	Description	Full Subscription Amount($)	60% Subscription Scenario	Minimum Subscription Scenario
1	Repayment of loan from Abbotsleigh(see Section 5.5)	800,000	800,000	800,000
2	Eritrea – 2013/2014 Exploration in Eritrea	923,735	197,541	36,690
3	Abu Dabbab – Alluvial Tin Project workingcapital	888,516	516,280	246,984
4	Abu Dabbab – Costs associated with seeking financing of the Abu Dabbab Tin Tantalumproject	135,000	90,000	45,000
5	Expenses of the Rights Issue (see Sections 5.8 and 5.12)	50,000	50,000	50,000
6	Working Capital (see Note 1 below)	217,485	155,020	71,326
Total		3,014,736	1,808,841	1,250,000

Note 1: Working capital expenditure will be applied towards operational and administration expenditure and costs associated with maintaining the prospecting and exploration licences in good standing. These costs include wages and salaries, occupancy costs, professional consultants' fees, compliance and other reporting costs associated with running an ASX listed company, as well as other typical administration type expenditure.

The above proposed use of funds is subject to ongoing review and evaluation by the Company and the actual use of funds raised under the Rights Issue may change depending on the outcome of the programs as they proceed.

The independent auditor's report accompanying the consolidated entity’s financial report for the year ended 30 June 2012 was unqualified but contained an emphasis of matter paragraph in respect of a material uncertainty regarding the consolidated entity’s and Company’s continuation as going concerns. The auditor drew attention to a note in the consolidated entity's financial report with respect to the consolidated entity’s net cash outflows from operations activities and investing activities and the need for additional funding to be raised.

The note stated that "The Directors have prepared a cash flow forecast for the period ending 30 September 2013 which indicates that the current cash resources will not meet expected cash outgoings, without additional capital and / or debt funding. The directors anticipate that this funding will be obtained through a combination of some or all of the following:

short term funding of $800,000 to be obtained from Ian Gandel or his related party by way of loan funds to be provided by December 2012[1] ;
realisation of non-core assets by March/April 2013 at amounts equivalent to carrying value of those assets at 30 June 2012[2] ;
successful ramp-up of the Alluvial Tin Project, increasing revenue and cash receipts from March 2013 due to a planned upgrade of its plant facility in December 2012[3] ; and/or
further capital raisings and/or debt funding.”

On the basis that the Rights Issue is fully subscribed, the Rights Issue will raise sufficient additional funding to meet the anticipated shortfall of funds referred to in the abovementioned note accompanying the consolidated entity’s financial report for the year ended 30 June 2012. However, the Company may need to raise further additional capital and/or debt funding if the Rights Issue is not fully subscribed or it decides to progress other not yet approved activities and proposals (see Section 2.2 for more details in this regard).

Note 1: The loan facility has been made available by Abbotsleigh Pty Ltd (an entity controlled by Ian Gandel). At the date of this Prospectus $600,000 had been received pursuant to this facility and $200,000 had not been drawn.
Note 2: The non-core assets referred to had a carrying value at 30 June 2012 of $3,264,656. The closing market sale price of the non-core assets on the ASX on the trading day immediately preceding the date of this Prospectus was $0.045 per share, with the Company’s total shareholding valued at $1,958,793.
Note 3: The ramp-up of the Alluvial Tin Project has been completed and Directors are of the view that the increased revenue and cash receipts referred to in the note are reasonable.

2.2 Strategy Update

The Company is continuing to conduct preliminary discussions with a number of financial institutions based in the Gulf region in respect of seeking proposals for the provision of financing to develop the Company's Abu Dabbab Tantalum/Tin/Feldspar Project in Egypt. Such investigations and discussions are at an early and preliminary stage and no conclusions have been made by the Company. It is uncertain whether any proposal will be received by the Company which is commercially acceptable to the Company, or if a proposal will be accepted and executed by the Company in the near future or at all. It is possible that any proposal accepted and executed by the

Company may be conditional on a further equity fundraising which may, if conducted, have a dilutive effect on the interests of Shareholders.

In the event that a finance proposal is accepted and executed by the Company, it will issue an announcement to ASX in fulfilment of its continuous disclosure obligations and will provide a further strategy update if appropriate. Please see the risk factor set out in Section 3.2(g) for more information on the risks to Shareholders of the Company raising additional equity or debt capital.

The Company is mining and processing alluvial tin at its Abu Dabbab project in Egypt.

The non-core assets were restricted assets until 31 January 2013. The restrictions, which prevented the sale of the non-core assets, have since expired. The Company is conducting discussions with a number of potential investors in respect of seeking proposals for the sale of the non-core assets. Such investigations and discussions are at an early and preliminary stage and no conclusions have been made by the Company. It is uncertain whether any proposal will be received by the Company which is commercially acceptable to the Company, or if a proposal will be accepted and executed by the Company in the near future or at all. It is possible that any proposal accepted and executed by the Company may result in proceeds from the sale of the noncore assets being less than the carrying value of the non-core assets. The closing market sale price of the non-core assets on the ASX on the trading day immediately preceding the date of this Prospectus was $0.045 per share, with the Company’s total shareholding valued at $1,958,793.

2.3 Principal Effects

The principal effects on the Company of the Rights Issue (which is not underwritten) are as follows:

(a) the Company will issue up to 301,473,579 New Shares (assuming no Options currently on issue are exercised and resulting Shares issued and allotted before the Record Date) and the total number of Shares on issue will increase to up to 1,507,367,894 Shares;
(b) following the issue of the New Shares, the Company’s cash reserves will increase by up to $3,014,736 less expenses of the Rights Issue, which are estimated to be approximately $50,000; and
(c) the equity of Excluded Shareholders and Eligible Shareholders who do not participate in the Rights Issue will be diluted as is evidenced from the figures set out below.

2.4 Details of substantial holders

Based on publicly available information as at 5 March 2013, those persons which (together with their associates) have a relevant interest in 5% or more of the Shares on issue are set out below:

Shareholder	Shares	%
Abbotsleigh Pty Ltd1	469,430,560	38.93
Acorn Capital Limited	70,285,714	5.83
Situate Pty Ltd, Taveroam Pty Ltd and RW Beale	61,000,000	5.06

Note:

Abbotsleigh Pty Ltd is an entity controlled by Ian Gandel. Please refer to Sections 5.5 – 5.7 for further information regarding Ian Gandel's interests.

In the event all Entitlements are accepted there will be no change to the substantial holders on completion of the Rights Issue.

2.5 Effect on Capital Structure

The pro-forma capital structure of the Company following the Rights Issue (assuming no Options currently on issue are exercised prior to the Record Date) pursuant to this Prospectus is set out below:

Shares	Full subscription	Minimum Subscription
Existing Shares on issue	1,205,894,315	1,205,894,315
New Shares offered for subscription pursuant to this Prospectus	301,473,579	125,000,000
Total Shares on issue after completion of Rights Issue	1,507,367,894	1,330,894,315

The Company also has 600,000 unquoted Options on issue as follows:

Number	Exercise Price	Expiry Date
600,000	$0.06	31 December 2013

Note: The exercise price of these Options may be adjusted in accordance with the Listing Rules.

2.6 Unaudited Pro-Forma Consolidated Statement of Financial Position

The following is an audited consolidated statement of financial position of the Company and its controlled entities as at 30 June 2012, an unaudited consolidated statement of financial position of the Company and its controlled entities as at 31 December 2012 and an unaudited pro-forma consolidated statement of financial position of the Company as at 31 December 2012, adjusted to reflect:

(a) the Rights Issue of 301,473,579 New Shares to raise $3,014,736; and

(b) the expenses of the Rights Issue of $50,000.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION*

ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Inventories Other assets TOTAL CURRENT ASSETS NON-CURRENT ASSETS Other financial assets Property, plant and equipment Exploration and evaluation Mine properties TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed Equity Accumulated losses Reserves TOTAL EQUITY	30 June 2012 Audited Historical Consolidated ($) 31 December 2012 Unaudited Consolidated ($) 31 December 2012 Unaudited Pro-forma Consolidated ($) 1,169,582 200,631 3,165,367 25,902 126,828 126,828 53,851 58,470 58,470 203,374 128,582 128,582
	1,452,709 514,511 3,479,247
	3,264,656 2,655,253 2,655,253 1,192,111 1,138,775 1,138,775 6,458,211 7,277,609 7,277,609 910,257 1,417,995 1,417,995
	11,825,235 12,489,632 12,489,632
	13,277,944 13,004,143 15,968,879
	993,262 1,213,715 1,213,715 73,739 83,109 83,109
	1,067,001 1,296,824 1,296,824
	1,067,001 1,296,824 1,296,824
	12,210,943 11,707,319 14,672,055
	45,530,847 46,878,157 49,842,893 (33,134,878) (34,260,849) (34,260,849) (185,026) (909,989) (909,989)
	12,210,943 11,707,319 14,672,055

Note: Accounting policies applied in preparation of the unaudited Pro-forma Consolidated Statement of Financial Position as at 31 December 2012 are consistent with those applied by the Company in its 2012 Annual Report, except as follows:

At 30 June 2012, the Group accounted for the alluvial mining project on the basis that the project was in production. Subsequent to lodgement of the 30 June 2012 audited financial statements, the Directors of Gippsland have reassessed the performance of the operations and concluded that the existing plant at 30 June 2012 was not performing in line with their expectations. Accordingly, the Directors have decided to account for the alluvial mining project on the basis that the project is in the development phase until such time as they consider the tin production from the alluvial mining project is commercial. This change in accounting policy has the effect of reclassifying $652,227 of Inventories to Mine Properties and, accordingly, has resulted in a change to the Historical Audited Consolidated Financial Statements at 30 June 2012 to reflect this reclassification.

NOTES TO THE PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Historical 30 June 2012 ($) Unaudited 31 December 2012 ($) Cash and cash equivalents Cash at bank and on hand 1,169,582 200,631 Adjustments arising in the preparation of the pro-forma cash balance are summarised as follows: Actual balance as at 31 December 2012 Issue of 301,473,579 New Shares at 1.0 cent per New Share Capital raising costs Issued Capital Issued Capital 45,530,847 46,878,157 Adjustments arising in the preparation of the pro-forma issued capital balance are summarised as follows: Actual balance as at 31 December 2012 Issue of 301,473,579 New Shares at 1.0 cents per New Share Capital raising costs	Historical 30 June 2012 ($) Unaudited 31 December 2012 ($) Cash and cash equivalents Cash at bank and on hand 1,169,582 200,631 Adjustments arising in the preparation of the pro-forma cash balance are summarised as follows: Actual balance as at 31 December 2012 Issue of 301,473,579 New Shares at 1.0 cent per New Share Capital raising costs Issued Capital Issued Capital 45,530,847 46,878,157 Adjustments arising in the preparation of the pro-forma issued capital balance are summarised as follows: Actual balance as at 31 December 2012 Issue of 301,473,579 New Shares at 1.0 cents per New Share Capital raising costs	Unaudited Pro-Forma 31 December 2012($) 3,165,367 200,631 3,014,736 (50,000) 3,165,367 49,842,893 46,878,157 3,014,736 (50,000)
		49,842,893

The above audited consolidated statement of financial position of the Company and its controlled entities as at 30 June 2012 reflects the financial position as at 30 June 2012. The above unaudited consolidated statement of financial position of the Company and its controlled entities as at 31 December 2012 reflects the financial position as at 31 December 2012. The above unaudited pro-forma reflects the unaudited balances at 31 December 2012, adjusted for the pro-forma events set out in this Section 2.6.

2.7 Expenditure Commitments

The Group has office lease expenditure commitments in Australia, Egypt and Eritrea as follows:

Payable within one year $159,000 Payable after one year but not more than five years $93,100

Under Eritrean mining law, expenditure commitments entered into by a tenement holder with respect to a tenement are mandatory. Failure to expend funds in accordance with a commitment may result in a liability to the Eritrean government to the extent of the unexpended portion of the expenditure commitment, or forfeiture of the tenement/s (for further information on consequences see Section 3.2(m)). As at 31 December 2012, the Group was required to expend a further $2,876,000 on the Adobha Exploration Licence in Eritrea by no later than 23 July 2013, being the third anniversary of the grant of the tenement, and a further $172,000 on the Gerasi South Exploration Licence in Eritrea by no later than 25 August 2013, being the second anniversary of the grant of the tenement.

Subject to the relinquishment provisions of the exploration licences, the minimum expenditure commitments for year 4 of the Adobha Exploration Licence is US$5,160,000 and the minimum expenditure commitments for year 3 of the Gerasi South Exploration Licence is US$400,000. The Group has pending applications regarding other exploration licence areas. The granting of the new exploration licences is not guaranteed, however, if granted, there will be additional minimum expenditure commitments. The Company does not currently have the funds to meet these requirements and expects it will need to raise additional capital to fund the exploration.

During 2011, the Group committed to spend US$300,000 on exploration at its Nuweibi Tantalum-Tin Project by 31 December 2011. Drilling at Nuweibi planned for the December 2011 quarter was deferred due to the lack of a suitable drilling rig. Approximately US$294,400 is required to be spent in relation to exploration once a suitable drilling rig becomes available in order to meet this expenditure commitment.

2.8 Capital Commitments

Prior to 31 December 2012, Gippsland’s subsidiary, Tantalum Egypt JSC, entered into a contract to purchase a demountable modular gravity

separation plant with a value of approximately A$560,000. 60% of this amount is payable on 15 March 2013 with the balance payable on 15 April 2013.

Tantalum Egypt JSC also entered a contract before 31 December 2012 to purchase a generator for the gravity separation plant. As at 31 December 2012, the balance payable under this contract was approximately US$48,750.

2.9 Subsequent Events

No matters or circumstances have arisen since 31 December 2012 which significantly affect or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in future financial years.

Section 3 RISK FACTORS

3.1 Introduction

This Section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company involves many risks which may be higher than the risks associated with an investment in other companies.

The risk factors which should be taken into account by investors in assessing the Company’s activities and investment in the Company include, but are not necessarily limited to, those set out below. Investors should carefully consider the following factors, among others, affecting the proposed activities of the Company prior to making an investment in the Company, as well as other matters set out elsewhere in this Prospectus. The exploration and development of natural resources is a speculative activity that involves a high degree of financial risk. An investment in the Company may not be suitable for all investors.

The New Shares offered by this Prospectus carry no guarantee whatsoever with respect to return on capital investment, payment of dividends or the future value of the Shares. Intending subscribers should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to subscribe for New Shares. Investors should carefully consider these factors in light of personal circumstances (including financial and taxation issues) and seek professional advice from an accountant, stockbroker, lawyer or other professional adviser before deciding whether to invest.

The New Shares offered by this Prospectus should be considered speculative.

3.2 Specific Risk Factors

(a) Going concern risk

As noted in Section 2.1 above, while completing the audit of the Company’s financial report for the year ended 30 June 2012, the Company’s auditor, Deloitte Touche Tohmatsu drew attention to the following note in the consolidated entity’s financial report:

"The Directors have prepared a cash flow forecast for the period ending 30 September 2013 which indicates that the current cash resources will not meet expected cash outgoings, without additional capital and / or debt funding. The directors anticipate that this funding will be obtained through a combination of some or all of the following:

short term funding of $800,000 to be obtained from Ian Gandel or his related party by way of loan funds to be provided by December 2012;

realisation of non-core assets by March/April 2013 at amounts equivalent to carrying value of those assets at 30 June 2012;
successful ramp-up of the Alluvial Tin Project, increasing revenue and cash receipts from March 2013 due to a planned upgrade of its plant facility in December 2012; and/or
further capital raisings and/or debt funding.”

Notwithstanding the ‘going concern’ emphasis of matter included in the financial report, the Directors believe that upon the successful completion of the fully subscribed Offer, the Company will have sufficient funds to adequately meet the Company’s current exploration commitments and short term working capital requirements. However, it is highly likely that further funding will be required to meet the medium to long term working capital costs of the Company. Please refer to Section 2.1 above for further details.

In the event that the Offer is not completed successfully or not fully subscribed, the Alluvial Tin Project is not successfully ramped-up or the non-core assets cannot be realised by March/April 2013 at amounts equivalent to carrying value of those assets at 30 June 2012 there is significant uncertainty as to whether the Company can continue as a going concern, which is likely to have a material adverse effect on the Company’s activities.

(b) Potential for significant dilution

Upon implementation of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date the number of Shares in the Company will increase from 1,205,894,315 currently on issue to 1,507,367,894. This means that each Share will represent a significantly lower proportion of the ownership of the Company.

It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer being implemented and the Directors do not make any representation as to such matters.

The last trading price of Shares on ASX prior to the Prospectus being lodged of $0.014 is not a reliable indicator as to the potential trading price of Shares after implementation of the Offer.

(c) 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 ( Starck ). Risks associated with this agreement are detailed further below.

(d) Development and mining risk

The Company recently commenced mining of the Abu Dabbab Project. Continued development of the mining operation at the Abu Dabbab Project is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, unexpected shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns,access to the required level of funding and contracting risk from third parties providing essential services.

The Company’s operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement or hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of the Abu Dabbab Project.

(e) 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 company Starck for the supply of tantalum pentoxide from its Abu Dabbab Project in Egypt ( Starck Agreement ). The majority of the sales of tantalum pentoxide from the Abu Dabbab Project heavily depend on Starck fulfilling its obligations under the Starck Agreement. The Starck Agreement provides for a floor price of Ta2O5 and price-escalation tied to production cost increases.

(f)

Control Risk

Prior to the Offer, Abbotsleigh has lodged notices confirming that it had a relevant interest in 38.9% of Gippsland’s issued capital. Abbotsleigh is an entity controlled by Ian Gandel, the Company's chairman. At completion of the Offer, Abbotsleigh will have an interest of between 38.9% and 44.1% of Gippsland’s issued capital depending on whether other Eligible Shareholders subscribe for all or part of their Entitlement. Such a controlling interest has the potential to impinge upon the ability of the Board to run Gippsland in a fully independent manner. Ian Gandel's interest also means that he has the potential to prevent a special resolution from being passed by the Company (such resolution requiring at least 75% of the votes cast by members entitled to vote on the resolution). Special resolutions are required in relation to approve certain Company matters including amending the Company's constitution, approving the voluntary winding up of the Company and, if at any time the share capital of the Company is divided into different classes of shares, approving the variation of the rights attached to any such class. Please refer to Sections 5.5 – 5.7 for further information regarding Ian Gandel's interests.

(g) 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 insufficient revenues from operations to fund all of its capital requirements and is wholly reliant upon external financing. As noted in Sections 2.1 and 2.2 above, the Company must source additional capital and/or debt funding in order to meet its current expenditure commitments and cash outgoings.

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.

(h) 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.

(i)

Government Policy

Resource industry profitability can be affected by changes in government policy in Australia, Egypt and Eritrea relating to mineral exploration and production, all of which is 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 content in combined U3O8 and ThO2 content 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 entry into the European Economic Zone, Japan and certain numerous other countries

is restricted unless shipped by a dedicated vessel. The road transportation of IMO Class 7 materials within Europe and certain numerous other jurisdictions is extremely difficult to the point of being impractical.

(j) Political and Economic Stability in Egypt

Egypt had been politically stable for over 25 years until the popular uprising in the first half of 2011. Political instability in Egypt and the broader Middle East has continued since this time. 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 exploration and development activities 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 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.

(k) Eritrea and Political Risk

The Company’s activities are subject to sovereign risks, which may impede the Company’s activities or result in the impairment or loss of part or all of the Company’s interest in the properties. These risks and uncertainties vary from time to time and include such matters as terrorism, hostage taking, military repression, extreme fluctuations in currency exchange rates, high rates of inflation, labour unrest, the risks of war or civil unrest, expropriation and nationalisation, renegotiation or nullification of existing concessions, licenses, permits and contracts, illegal mining, changes in taxation policies, restrictions on foreign exchange and repatriation, and changing political conditions, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

The Company has significant interests situated in Eritrea, East Africa, which has historically been exposed to civil and political unrest. In particular, Eritrea has had a long ongoing border dispute with neighbouring Ethiopia, and more recently a border dispute with Djibouti. The Government of Eritrea does not recognise the internationally-backed Transitional Government of Somalia and has

been accused of supplying weapons to Somali militant groups. In resolutions adopted in 2009, the Security Council imposed an arms embargo on Eritrea and a travel ban and an assets freeze on Eritrean political and military leaders.

Changes, if any, in mining or investment policies or shifts in political attitude in Eritrea or any other relevant jurisdiction in which the Company operates may adversely affect the Company’s operations or profitability.

Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restriction on production, price controls, export controls, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right and tenure, could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners with carried or other interest. The occurrence of these various factors and uncertainties cannot be predicted and could have an adverse effect on the Company’s operations or profitability in varying degrees.

(l) Eritrean Government Interest

Pursuant to Eritrean legislation, the Eritrean Government may acquire, without cost to it, a participation interest of up to 10% of any mining investment upon grant of the relevant mining licence.

The Eritrean Government can also acquire an additional equity participation interest not exceeding a total of 40% (including the initial 10% acquired) by mutual agreement with the holder of the investment. Such agreement will specify the price, percentage, timing, financing, resulting rights and obligations and other details of such participation. The Eritrean Government has been known to pay market value consideration for the acquisition of any further participation interest.

Any arrangements for acquisition of participating interests between the Company and the Eritrean Government will be made by mutual agreement however, other than the total interest the Eritrean Government will obtain, there can be no guarantee as to the consideration paid by the Eritrean Government nor the general terms of the Eritrean Government's participation.

The Eritrean Government's participation interest (if acquired) will be held by the corporate entity, the Eritrean National Mining Corporation ( ENAMCO ). A joint investment company will be a share company established in accordance with the relevant Eritrean laws including the Transitional Commercial Code of Eritrea, in which the shareholders will hold shares in the registered company to the extent of their respective

participating interests and ENAMCO to the extent of its acquired interest. Depending on the rights, obligations and details of the Eritrean Government's participation, the Company may be exposed to the Eritrean Government's business risks. If these risks materialise it may impact upon the Company's ability to complete the project and may have adverse affects on the Company's financial performance.

(m) 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, the Company'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.

Under Eritrean mining law, expenditure commitments entered into by a tenement holder with respect to a tenement are mandatory. If the Company’s subsidiary, Adobha Eritrea, fails to fulfil the minimum expenditure under the work programmes, the Eritrean Government may require Adobha Eritrea to pay the underspent amount (minimum expenditure less actual expenditure) to the Government, or to forfeit the tenement/s. The Eritrean Government also has the discretion to alternatively allow the company to spend the underspent amount in the succeeding year or to extend the period for expenditure of the minimum expenditure. As at 31 December 2012, the Group was required to expend a further $2,876,000 on the Adobha Exploration Licence in Eritrea by no later than 23 July 2013, being the third anniversary of the grant of the tenement, and a further $172,000 on the Gerasi South Exploration Licence in Eritrea by no later than 25 August 2013, being the second anniversary of the grant of the tenement.

is not guaranteed, however, if granted, there will be additional minimum expenditure commitments.

(n) Value of investment in Stellar Resources Limited

The Company holds 43,528,743 ordinary shares in the capital of Stellar Resources Limited. Stellar Resources Limited is listed on ASX and the value of its shares may fluctuate according to factors beyond the control of the Company. The Company’s ability to realise its shares in Stellar Resources Limited may be affected by liquidity in trading of those shares, the results of Stellar Resources Limited exploration progress at Heemskirk and elsewhere and general market factors. There is no guarantee that the Company will be able to realise its investment in Stellar Resources Limited on a timely basis or at an amount equivalent to the carrying value of the investment.

The Company is entitled to receive a net smelter return royalty from production at Heemskirk. The development of Heemskirk Project into a commercially viable mine cannot be assured. The Heemskirk Project has no operating history upon which to base estimates of future commercial viability. Estimates of mineral resources are, to a large extent, based on the interpretation of geological data obtained from drillholes and other sampling techniques and feasibility studies. There can be no assurance that Stellar Resources Limited will be able to complete development of the project. If the project is not developed, it would have a material adverse effect on the value to the Company of its royalty.

(o) 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.

3.3 General Risk Factors

(a) Share Market Conditions

As Gippsland is a company listed on ASX and the Deutsche Bourse, its share price is subject to 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 the Deutsche Bourse and liquidity in the market for the Shares cannot be guaranteed. In particular, the market for the Shares may be, or may become, illiquid and therefore the 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 Company’s 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 and the Deutsche Bourse should not be taken as implying that there will be a liquid market for the Shares.

(b) Economic Conditions

Economic conditions, both domestic and global and in particular those in Australia, Egypt and Eritrea 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.

(c) 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.

(d) 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.

(e)

Financial Risks

The development of the Company's resource business including 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 means. There is no assurance that the Company will be successful in obtaining finance to satisfy ongoing requirements and operations.

(f) 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 from unforseen events.

(g) Environmental Risks

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

(h) Commodity Prices

The prices that the Company may obtain for mineral commodities (particularly tantalum, feldspar, tin, gold and base metals) 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 at Abu Dabbab 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 Abu Dabbab mining property 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 writedowns 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.

(i) 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.

(j)

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, cave-ins, 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.

(k) Trading and Liquidity in the Company's 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 their purchase of New Shares as a long-term investment and should not consider such purchase unless they is certain they will not have to liquidate their investment for an indefinite period of time.

Investors may realise less than their original investment, or sustain a total loss of their investment.

(l) 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 circumstance, which causes the early termination or nonrenewal 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.

(m) 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.

(n) 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 3. 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.

(o) Legal Compliance

Some of the Group’s businesses and operations are highly regulated and located in jurisdictions with complex and, in certain instances, ambiguous legal and regulatory requirements. Further, the interpretation of these requirements may be applied inconsistently, for example, because a body of precedent may not yet exist.

In the event that the Company is found to have not complied with applicable legal and regulatory requirements, it may be subject to the imposition of penalties which may have an adverse effect on the Company.

The Company could also be adversely affected by future changes in legal and regulatory requirements, particularly if these are subject to restrospective application. It is not possible to predict what, if any, future legal and regulatory changes may be made to the requirements under which the Company’s businesses and operations operate.

3.4 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.

Eligible Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for New Shares in the Rights Issue.

Section 4 RIGHTS AND LIABILITIES ATTACHING TO NEW SHARES

4.1 Terms of New Shares

The New Shares to be issued pursuant to this Prospectus will rank equally in all respects with existing Shares in the Company.

The rights attached to Shares are governed by the Constitution (a copy of which can be inspected at the Company's registered office) and, in certain circumstances, will be regulated by the Corporations Act, the Listing Rules, the ASX Settlement Rules, ASX Clear Operating Rules and the general law.

The following is a summary of the principal rights which attach to the existing Shares. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders. To obtain such a statement, persons should seek independent legal advice.

(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.

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:

(i) divide among the members in kind the whole or any part of the property of the Company;

(ii) and for that purpose, set such value as he considers fair upon any property to be so divided; and
(iii) 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, vest the whole or any part of any such property in trustees to hold in trusts for the benefit of the Shareholders as the liquidator thinks fit. No Shareholder shall be compelled to accept any Shares or other securities in respect of which there is any liability. Subject to the rights of any Shareholders 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 will be distributed in proportion to the Shares held by them respectively irrespective of the amount paid up or credited as paid up on the Shares.

(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:

(i) increase its nominal Shares by the creation of new Shares of such amount as is specified in the resolution;
(ii) consolidate and divide all or any of its nominal capital into Shares of a larger amount than its existing Shares;
(iii) sub-divide all or any of its Shares into Shares of a smaller amount; and
(iv) 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.

Section 5 ADDITIONAL INFORMATION

5.1 Legal Framework of this Prospectus

The Company is a "disclosing entity" under the Corporations Act and is subject to the regime of continuous disclosure and periodic reporting requirements. Specifically, the Company is subject to the Listing Rules which require continuous disclosure to the market of any information possessed by the Company which a reasonable person would expect to have a material effect on the price or value of its securities.

5.2 Applicability of Corporations Act

As a "disclosing entity", the Company has issued this Prospectus in accordance with Section 713 of the Corporations Act applicable to prospectuses for an offer of securities which are quoted enhanced disclosure (" ED ") securities which are in a class of securities that were quoted ED securities at all times in the three months before the issue of this Prospectus.

This Prospectus is a “transaction specific prospectus”. In general terms “transaction specific prospectuses” are only required to contain information in relation to the effect of the issue of securities on the Company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquiries as are reasonable, the Company 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 the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

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 a class of shares that were continuously quoted securities at all times in the 12 months before the issue of this Prospectus.

5.3 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 relevant application period under this Prospectus:

(a) the Annual Report (including annual financial report) for the Company for the period ending 30 June 2012;
(b) the Half Yearly Report (including interim financial report) for the Company for the period ending 31 December 2011; and
(c) the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Report of the Company for the period ending 30 June 2012 and before the issue of this Prospectus:

Date	Description of ASX Announcement
16.10.12	Notice of General Meeting/ProxyForm
17.10.12	Abu Dabbab Hard Rock Project FinancingUpdate
19.10.12	Petra Capital Issues Research Note on Gippsland
22.10.12	MENA MiningShow Presentation
31.10.12	QuarterlyActivities Report
31.10.12	QuarterlyCashflow Report
16.11.12	AGM Presentation 2012
16.11.12	Results of Meeting
02.01.13	Expiryof Unquoted Options
02.01.13	Expiryof Unquoted Options,Amended
31.01.13	QuarterlyActivities Report
31.01.13	QuarterlyCashflow Report
07.02.13	Response to ASXQuery– Appendix 5B
14.02.13	RIU Explorers Conference Presentation
05.03.13	Abu Dabbab Alluvial Tin MiningProject Update
05.03.13	Abu Dabbab Project FinancingStrategy

5.4 Material Contracts

There are no material contracts.

5.5 Interests of Directors

Directors' Holdings

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 Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, 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 to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Rights Issue.

At the date of this Prospectus the relevant interest of each of the Directors in the securities of the Company are as follows:

Director	Shares	Shares	Options	Options	Entitlement	$
	Direct	Indirect	Direct	Indirect
Ian Gandel	-	469,430,5601	-	-	117,357,640	1,173,576.40
Jon Starink	-	3,085,7152	-	-	771,429	7,714.29
John Kenny	-	4,132,6553	-	-	1,033,164	10,331.64

Notes:

469,430,560 Shares are held by Abbotsleigh Proprietary Limited as trustee for the I Gandel Share Investment Trust. Ian Gandel is a director and shareholder of Abbotsleigh Proprietary Limited and a beneficiary of the I Gandel Share Investment Trust.
3,085,715 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.
4,132,655 Shares are held by Ventureworks JDK Pty Ltd, an entity of which John Kenny is the sole director and sole shareholder.

It is the current intention of Ian Gandel, Jon Starink and John Kenny to take-up all of their respective Entitlements offered to them under this Prospectus. Directors may or may not purchase additional Shares prior to the Record Date.

Remuneration of Directors

The Constitution provides that the aggregate amount of non-executive 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 $250,000.

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, the total aggregate of the remuneration paid to and benefits in kind granted to the Directors by the Company was as follows:

Director	Fees/Salary/ Bonus ($)	Fees/Salary/ Bonus ($)	Other Remuneration ($)	Other Remuneration ($)	Total Remuneration ($)
	January to December 2011	January to December 2012	January to December 2011	January to December 2012
Jon Starink1	200,000	150,000	Nil	Nil	350,000
Ian Gandel2	88,000	80,000	Nil	Nil	168,000
John Kenny3	40,000	40,000	Nil	Nil	80,000

Notes:

As at the date of this Prospectus, of the fees payable to Jon Starink for 2012, $125,000 has been paid and $25,000 remains unpaid.
These fees were paid to Gandel Metals Pty Ltd, a company in which Ian Gandel has an interest. As at the date of this Prospectus, of the fees payable to Gandel Metals Pty Ltd for 2012, $40,000 has been paid and $40,000 remains unpaid.
These fees were paid to Ventureworks JDK Pty Ltd, a company in which Mr Kenny has an interest. As at the date of this Prospectus, of the fees payable to Ventureworks JDK Pty Ltd for 2012, $20,000 has been paid and $20,000 remains unpaid.

Since 1 January 2013 the total aggregate of the remuneration payable to and benefits in kind granted to the Directors by the Company was as follows:

Director	Fees/Salary/ Bonus ($)	Other Remuneration ($)	Total Remuneration ($)	Total Unpaid at date of Prospectus($)
Ian Gandel	13,333	Nil	13,333	13,333
Jon Starink	25,000	Nil	25,000	18,750
John Kenny	6,667	Nil	6,667	6,667

Other Interests

Loan Facility

On or about 8 January 2013, the Company entered into an agreement with Abbotsleigh Pty Ltd (an entity controlled by Ian Gandel) ( Abbotsleigh ), pursuant to which Abbotsleigh has provided a loan facility to the Company in the amount of $800,000 ( Loan ). At the date of this Prospectus $600,000 had been received pursuant to this facility and $200,000 had not been drawn.

The terms of the agreement are as follows:

(a) interest payable is equal to the ANZ margin loan interest rate, as varied (currently 7.14%);
(b) the Loan is unsecured; and
(c) the Loan is repayable by 31 August 2013 or such earlier date that Gippsland has surplus cash reserves to repay the Loan in full without affecting Gippsland’s continuing operations in the reasonable opinion of the Directors.

Ian Gandel is a shareholder and director of Abbotsleigh. The Directors (other than Ian Gandel who has a material personal interest in the Loan) consider that Shareholder approval pursaunt to Chapter 2E of the Corporations Act is not required in respect of the Loan because the Loan is on terms less favourable to Abbotsleigh than arm's length commercial terms due to the fact that:

(a) the Loan is unsecured; and
(b) the interest rate for the Loan is equal to the ANZ margin loan interest rate, as varied (currently 7.14%) (and 18% for default interest) which is less than the commercial rate of interest for an unsecured loan.

Deeds of Indemnity, Access and Insurance

The Company has entered into Deeds of Indemnity, Access and Insurance on standard terms with each of its current directors, Messrs Starink, Gandel and Kenny. Those deeds indemnify these Directors in respect of certain liabilities and legal expenses incurred by them whilst acting as Directors and insures them against certain risks they are exposed to as Directors. The Company has paid insurance premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings while acting in the capacity of a Director.

5.6 Ian Gandel Control Scenarios under the Rights Issue

As at the date of this Prospectus, the current relevant interest of Ian Gandel in the Company, through Abbotsleigh's shareholding, is 38.9%.

Abbotsleigh has confirmed to the Company that it will take up its Entitlement under the Rights Issue as an Eligible Shareholder with respect to its holding of 469,430,560 Shares.

The maximum increase in Ian Gandel's voting power by reason of Abbotsleigh's entitlement to subscribe for New Shares under the Rights Issue will be 5.2%, bringing Ian Gandel's voting power to approximately 44.1% (if only enough Eligible Shareholders take-up their Entitlements so as to satisfy the Minimum Subscription).

The following table shows the number of Shares on issue at the date of this Prospectus and the total number of Shares on issue as at the close of the Rights

Issue based on the maximum total Shares to be issued under the Rights Issue (assuming that no existing Options are exercised).

Shares	Number
Existing Shares	1,205,894,315
Maximum number of New Shares to be issued pursuant to the Rights Issue (assuming no existing Options are exercised)	301,473,579
Total after completion of the Rights Issue	1,507,367,894

An analysis of the impact of the Rights Issue on the effective control of the Company has been undertaken to indicate the effect on Ian Gandel's relevant interest in the Company under various scenarios. The results are detailed below. Each scenario below assumes that there is no exercise of existing Options by any party prior to completion of the Rights Issue.

Before Rights Issue

The following table shows the existing capital structure of the Company at the date of this Prospectus.

Shareholder	Shares	% of Total Shares
Ian Gandel/Abbotsleigh1	469,430,560	38.9
Others	736,463,755	61.1
TOTAL	1,205,894,315	100

Notes: 1. Ian Gandel’s holding of Shares is held through Abbotsleigh, an entity that he controls.

Scenario 1 – Maximum Entitlement taken up by all Eligible Shareholders

The following table shows the capital structure of the Company at the close of the Rights Issue if each Eligible Shareholder elects to take up each of their Entitlements to subscribe for Shares pursuant to the Rights Issue.

Shareholder	Shares	% of Total Shares
Ian Gandel/Abbotsleigh(1)	586,788,200	38.9
Others	920,579,694	61.1
TOTAL	1,507,367,894	100

Notes: 1. Ian Gandel’s holding of Shares is held through Abbotsleigh, an entity that he controls.

Scenario 2 – Ian Gandel, through Abbotsleigh, takes up 100% of Abbotsleigh's Entitlement and all other Eligible Shareholders take up 12.9% of their Entitlement (for an overall take up of 60%)

The following table shows the capital structure of the Company at the close of the Rights Issue in the event that other than Abbotsleigh, all Eligible Shareholders take up 12.9% of their Entitlement and Abbotsleigh elects to take up all of its Entitlement under the Rights Issue as an Eligible Shareholder.

Shareholder	Shares	% of Total Shares
Ian Gandel/Abbotsleigh(1)	586,788,200	42.3
Others	799,990,262	57.7
TOTAL	1,386,778,462	100

Notes:

Ian Gandel’s holding of Shares is held through Abbotsleigh, an entity that he controls.

Scenario 3 – Ian Gandel, through Abbotsleigh takes up 100% of Abbotsleigh’s Entitlement and all other Eligible Shareholders take up 4.3% of their Entitlement (for an overall take up of 41.5%). This is the minimum acceptance condition under the Prospectus.

The following table shows the capital structure of the Company at the close of the Rights Issue in the event that other than Abbotsleigh, all Eligible Shareholders take up 4.3% of their Entitlement and Abbotsleigh elects to take up all of its Entitlement under the Rights Issue as an Eligible Shareholder.

Shareholder	Shares	% of Total Shares
Ian Gandel/Abbotsleigh(1)	586,788,200	44.1
Others	744,106,115	55.9
TOTAL	1,330,894,315	100

Notes:

Ian Gandel’s holding of Shares is held through Abbotsleigh, an entity that he controls.

5.7 Ian Gandel's Intentions for the Company

Given the potential increase in Ian Gandel's voting power in the Company as a result of Abbotsleigh's participation in the Offer, there is also a requirement to provide details of Ian Gandel's current intentions for the Company in the event that he gains effective control of the Company.

Ian Gandel has informed the Company that if he were to gain effective control of the Company by virtue of Abbotsleigh's shareholding, including New Shares acquired under the Offer, the current intentions of Ian Gandel are that he will procure that the Company:

generally continue the business of the Company;
work closely with the Directors to raise the funds necessary to meet the Company's cash requirements;
subject to any legal requirements, not make any major changes to the business of the Company nor redeploy any of the fixed assets of the Company; and
subject to detailed internal review of the operations and budgetary constraints of the Company, continue the employment of the Company's present employees.

The intentions and statements of future conduct set out above must also be read as being subject to the legal obligation of the Directors at the time, including Ian Gandel (who is also a Director), to act in good faith in the best interests of the Company and for proper purposes and to have regard to the interests of the Shareholders.

The implementation of Ian Gandel's current intentions of his ownership of the Company will be subject to the law (including the Corporations Act), the Listing Rules and the Company's Constitution.

In particular, the requirements of the Corporations Act and the Listing Rules in relation to conflicts of interest and "related party" transactions will apply as Ian Gandel is currently a related party of the Company by virtue of his Company directorship.

Ian Gandel would only make a decision on his courses of action in light of material facts and circumstances at the relevant time and after it receives appropriate legal and financial advice on such matters, where required, including in relation to any requirements for Shareholder approval.

The statements above are of current intention only which may change as new information becomes available or circumstances change. The statements should be read in this context.

5.8 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, 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;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Rights Issue.

Steinepreis Paganin have acted as Australian solicitors to the Company in relation to the Rights Issue and this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately $15,000 for these professional services. Steinepreis Paganin have provided other professional services to the Company during the last two years amounting to approximately $81,549.99.

Gowlings (UK) LLP have acted as United Kingdom solicitors to the Company in relation to the Rights Issue and this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately £500 for these professional services. Gowlings (UK) LLP have provided other professional services to the Company during the last two years amounting to approximately $700.

The amounts disclosed above are exclusive of any amount of goods and services tax payable by the Company in respect of those amounts.

5.9 Consents

Each of the parties referred to in this Section 5.9:

(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 5.9; 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 its name and a statement included in this Prospectus with the consent of that party as specified in this Section 5.9.

Ian Gandel has given his written consent to the inclusion in Section 5.7 of this Prospectus, to the statement of his intentions in respect of his holding in the Company and the control that he may exercise over the Company and to all references to his statement in the form and context in which those references appear in this Prospectus and has not withdrawn such consents before lodgement of this Prospectus with ASIC.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and has not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

(a) Steinepreis Paganin as the Australian solicitors to the Company;
(b) Gowlings (UK) LLP as the United Kingdom solicitors to the Company; and
(c) Ian Gandel as a substantial Shareholder of the Company.

Deloitte Touche Tohmatsu has given its written consent to be named as auditors to the Company and the inclusion in Section 2.1 of this Prospectus to reference to the independent auditor's report accompanying the consolidated entity's financial report for the year ended 30 June 2012 containing an emphasis of matter paragraph in respect of a material uncertainty regarding the consolidated entity's and Company’s continuation as going concerns and to all references to the auditor's report in the form and context in which those references appear in this Prospectus and has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

5.10 Legal Proceedings

There is no litigation, arbitration or proceedings pending against or involving the Company as at the date of this Prospectus.

5.11 Directors’ Disclosure Regarding Previous Directorships

Mr John Kenny is a director of The Ark Fund Ltd (Receiver and Manager Appointed) (Administrators Appointed), Rural Labour Pty Ltd (Administrators Appointed) and Tunbridge Properties Pty Ltd (Receiver and Manager Appointed). The Ark Fund Ltd had a receiver and manager appointed to it on 2 June 2010. Tunbridge Properties Pty Ltd had a receiver and manager appointed to it on 12 August 2008. Rural Labour Pty Ltd (Administrators Appointed) went into administration on 17 May 2010.

The Directors of the Company have considered the circumstances surrounding Mr Kenny’s involvement in The Ark Fund Ltd (Receiver and Manager Appointed) (Administrators Appointed), Rural Labour Pty Ltd (Administrators Appointed) and Tunbridge Properties Pty Ltd (Receiver and Manager Appointed) and are of the view that Mr Kenny’s involvement in these companies in no way impacts on his appointment and contribution as a Director of the Company.

5.12 Expenses of the Rights Issue

The estimated total expenses of the Rights Issue (exclusive of any GST which may be payable) are expected to be as follows:

	$
ASIC fees	2,171
ASX fees	8,893
Australian legal expenses	15,000
Printing and Distribution expenses	10,000
Other1	13,960
Total	50,000

Notes:

Includes legal fees for Gowlings (UK) LLP, United Kingdom Solicitors to the Company, of £500, or approximately $749 (exchange rate of British pounds to Australian dollars is assumed at $1.496 to £1.

5.13 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the three months immediately preceding the date of this Prospectus and the respective dates of those sales were:

Highest: $0.016 on 15 and 18 February 2013.

Lowest: $0.007 on 6 December 2012.

The latest available market sale price of Shares on ASX immediately before the date of this Prospectus was $0.014 on 5 March 2013.

5.14 Electronic Prospectus

Pursuant to Class Order 00/44, the ASIC has exempted compliance with certain provisions of the Corporations Act to allow distribution of an electronic prospectus and electronic application form on the basis of a paper prospectus lodged with the ASIC, and the publication of notices referring to an electronic prospectus or electronic application form, subject to compliance with certain conditions.

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 contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus, or both. Alternatively, you may obtain a copy of this Prospectus from the website of the Company at www.gippslandltd.com.

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.

5.15 Financial Forecasts

The Directors have considered the matters set out in ASIC Regulatory Guide 170 and believe that they do not have a reasonable basis to forecast future earnings on the basis that the operations of the Company are inherently uncertain. Accordingly, any forecast or projection information would contain such a broad range of potential outcomes and possibilities that it is not possible to prepare a reliable best estimate forecast or projection.

Section 6 DEFINED TERMS

" $ " means an Australian dollar;

" Abbotsleigh " means Abbotsleigh Proprietary Limited ACN 005 612 377 as trustee for the I. Gandel Share Investment Trust of Suite 3, 51-55 City Road, Southbank, Victoria;

" Abu Dabbab Project " means the Company's tantalum/tin project in Egypt;

" ASX Clear " means the ASX Clear Pty Limited ABN 48 001 314 503;

" ASX Clear Rules " means the operating rules of ASX Clear;

" Adobha Eritrea " means Adobha Resources (Eritrea) Pty Ltd ABN 82 078 383 909;

" Adobha Project " means the Company's prospecting and exploration projects in Eritrea;

“ Alluvial Tin Project ” means the Company’s alluvial tin project at Abu Dabbab in Egypt;

" Application Monies " means the monies received from Eligible Shareholders applying for New Shares pursuant to the terms of the Rights Issue;

" ASIC " means the Australian Securities & Investments Commission;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" ASX Settlement " means ASX Settlement Pty Ltd ACN 008 504 532;

" ASX Settlement Rules " means the settlement operating rules of ASX Settlement as amended from time to time;

" AWST " means Australian Western Standard Time;

" Board " means the board of Directors;

" Business Day " means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day;

" CHESS " means the Clearing House Electronic Subregister System;

" Closing Date " means 5.00pm AWST on 5 April 2013, or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine;

" Company " or " Gippsland " means Gippsland Limited ABN 31 004 766 376;

" Constitution " means the constitution of the Company, as amended from time to time;

" Corporations Act " means the Australian Corporations Act 2001 (Cth);

" Directors " means the directors of the Company at the date of this Prospectus;

" Eligible Shareholders " means those Shareholders with a registered address in the Share Register in Australia, New Zealand or the United Kingdom as at the Record Date;

" Entitlement " or " Right " means the entitlement of an Eligible Shareholder to participate in the Rights Issue;

" Entitlement and Acceptance Form " means the Entitlement and Acceptance Form accompanying this Prospectus for use in connection with the Rights Issue;

" Eritrea " means the State of Eritrea;

“European Economic Area” means an area comprising the countries of the European Community (later the European Union) and the European Free Trade Association, formed by an agreement between the two organisations which entered into force on 1 January 1994;

" Ex Date " means 12 March 2013 being the date from which Shares trade without the Entitlement;

" Excluded Shareholder " means Existing Shareholders registered outside of Australia, New Zealand or the United Kingdom;

" Exploitation Licence " means exploration licence numbers 1658, 1659 and 1785, being licences issued by the Egyptian Mineral Resources Authority and which provide the right for the holder to explore, mine, process and sell mineral resources contained within the licence area;

" Exploration Licence " means the exploration licence for the Company's Adobha Project issued by the Eritrean Ministry of Energy and Mines in which the Company holds a 90% interest and which provides the right for the Company to explore, mine, process and sell mineral resources contained within the licence area;

" FSA " means the Financial Services Authority of the United Kingdom;

" FSMA " means the United Kingdom's Financial Services and Markets Act 2000, including any statutory modification or re-enactment for the time being in force;

" Group " means the Company and its wholly owned subsidiaries, comprising the consolidated entity;

" Heemskirk Project " Stellar Resources’ tin project in Australia over which the Company is entitled to a net smelter return royalty;

" Listing Rules " means the official listing rules of ASX, as amended from time to time;

" New Shares " means the new Shares offered pursuant to the Rights Issue;

“Non-Shareholder Applicant” means a person who submits an Application that is not a Shareholder;

“Non-Shareholder Application Form” means the Non-Shareholder Application Form attached to or accompanying this Prospectus that enables Non-Shareholder Applicants to subscribe for Shortfall Shares pursuant to the Shortfall Offer;

" Offer " means the offer of New Shares to Eligible Shareholders made under the Rights Issue pursuant to this Prospectus;

" Option " means an option to acquire one Share;

" Order " means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended;

“ Prospectus Directive ” means EU Directive 2003/71/EC ( as amended) and including any implementing measures in any Relevant Member State;

" Prospecting Licences " means the three prospecting licences for the Company's Adobha Project issued by the Eritrean Ministry of Energy and Mines in each of which the Company holds a 90% interest and which provides the right for the Company to conduct prospecting activities within the licence area;

" Prospectus " means this prospectus dated 6 March 2013;

" Prospectus Rules " means the prospectus rules of the FSA made under Part VI of FSMA;

" Record Date " means 5.00 pm AWST on 18 March 2013;

“ Relevant Company ” means the Company and each member company of the Group;

“ Relevant Member State ” means any member state of the European Economic Area which has implemented the Prospectus Directive;

" Rights Issue " means the pro-rata non-renounceable rights issue pursuant to this Prospectus of approximately 301,473,579 New Shares on the basis of 1 New Share for every 4 Shares held by Eligible Shareholders on the Record Date at an issue price of 1.0 cent per New Share, to raise approximately $3,014,736;

" Section " means a section of this Prospectus;

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

" Shareholder " means a registered holder of a Share;

" Share Register " means the share register maintained on behalf of the Company by the Share Registry;

" Share Registry " means Security Transfer Registrars Pty Ltd ABN 95 008 894 488;

" Shortfall Application " means an application for Shortfall Shares;

“Shortfall Offer” means the offer of Shortfall Shares to Eligible Shareholders who take up their full Entitlement and to Non-Shareholder Applicants under the shortfall mechanism as described in Section 1.7;

" Shortfall Shares " means the New Shares forming Entitlements, or parts of Entitlements, not accepted by Eligible Shareholders; and

" United Kingdom " means the United Kingdom of Great Britain and Northern Ireland.

Section 7 DIRECTORS’ RESPONSIBILITY STATEMENT & 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 pursuant to this Prospectus.

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

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with Section 720 of the Corporations Act, each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent prior to lodgement.

Dated: 6 March 2013

____ John Kenny Director For and on behalf of GIPPSLAND LIMITED

ANNEXURE A

FURTHER TERMS AND CONDITIONS

By applying for New Shares under the Rights Issue:

(a) your application will be irrevocable and unconditional;
(b) you irrevocably confirm, warrant and undertake that your participation in the Rights Issue is made solely on the basis of the information contained in this Prospectus, the Application Form and the business and financial information published by the Company in accordance with the rules and practices of the ASX and on no other basis whatsoever;
(c) you acknowledge that you are eligible to participate in the Rights Issue and if you are an Eligible Shareholder resident in the United Kingdom, you irrevocably confirm, warrant and undertake that you are a person falling within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended(members and creditors of certain bodies corporate);
(d) you irrevocably confirm, warrant and undertake that you were outside the United States of America at the time your acquisition of New Shares was originated and you were not at such time and are not a US person (and were not and are not acquiring on behalf of, or for the account of or benefit of, a US person) within the meaning of Regulation S promulgated under the United States Securities Act 1933 (as amended) and you will not offer, sell or deliver directly or indirectly any of the New Shares in the United States of America;
(e) you irrevocably confirm, warrant and undertake that you are not a national or resident of a country or jurisdiction outside of Australia, New Zealand or the United Kingdom and that you will not offer, sell or deliver as principal or agent, directly or indirectly, any of the New Shares in or into a country or jurisdiction outside of Australia, New Zealand or the United Kingdom or to or for the benefit of any persons resident in a country or jurisdiction outside of Australia, New Zealand or the United Kingdom or to any person purchasing such shares or options for re-offer, sale or transfer in or into a country or jurisdiction outside of Australia, New Zealand or the United Kingdom;
(f) you irrevocably confirm, warrant and undertake that you are entitled to subscribe for the New Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and that you have not taken any action which will or may result in the Company or any of its directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Offer or your acceptance thereof;
(g) you irrevocably authorise the Company (and its officers or agents) to correct any error in, or omission from, your Application Form and to complete the Application Form by the insertion of any missing details;

(h) you irrevocably accept the risk associated with any refund that may be despatched to you by cheque to your address shown on the Share Register;
(i) you irrevocably agree to indemnify the Company from, and to pay to the Company within 5 business days of demand, any dishonour fees or other costs the Company may incur in presenting a cheque for payment which is dishonoured;
(j) you acknowledge that neither the Company nor the ASX nor any of the Company’s advisers has provided you with investment advice or financial product advice, and that none of them has any obligation to provide this advice, concerning your decision to apply for and purchase the New Shares;
(k) you irrevocably acknowledge that the Company and its directors, employees and agents are not liable for any exercise of its discretions referred to in this Prospectus; and
(l) you irrevocably and unconditionally agree to the terms of this Prospectus and agree not to do any act or thing which would be contrary to the spirit, intention or purpose of the Rights Issue or the Prospectus.

AI assistant

STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2013

65841_rns_2013-03-05_414c2b52-2093-4214-a5ca-33e47bd51479.pdf

GIPPSLAND LIMITED

ABN 31 004 766 376

PROSPECTUS

The Rights Issue closes at 5.00pm AWST on 5 April 2013.

IMPORTANT NOTICE

Key Definitions

IMPORTANT NOTICE

United Kingdom Notice

European Economic Area Notice

CORPORATE DIRECTORY

DIRECTORS

Ian Gandel

UNITED KINGDOM SOLICITORS

AUDITORS

SECRETARY

REGISTERED OFFICE

PRINCIPAL OFFICE

SHARE REGISTRY

EXCHANGES

AUSTRALIAN SOLICITORS

BRIEF INSTRUCTIONS

What You May Do

If You Wish To Take Up All or Part Of Your Entitlement

If You Wish to Apply for Shortfall Shares

Entitlements Not Taken Up

Section 1 DETAILS OF THE OFFER

1.1 The Offer

1.2 Entitlements and Acceptance

Acceptance of Entitlement

Non-Acceptance of Entitlement

Shortfall Shares Application

Acceptance of Terms

(i) Australia or New Zealand

(ii) United Kingdom

Taxation Implications

Enquiries

1.3 Minimum Subscription

1.4 Underwriting

1.5 Opening and Closing Dates

1.6 Brokerage and Commission

1.7

Shortfall Offer

Eligible Shareholders – Australia or New Zealand

Eligible Shareholders – United Kingdom

1.8 ASX Listing

1.9 Issue and Allotment of New Shares

1.10 No Issue of New Shares after 13 months

1.11 Overseas Investors

1.12 Taxation Implications

1.13 Clearing House Electronic Sub-Register System (CHESS) and Issuer Sponsorship

1.14 Data Protection and Privacy

Section 2 COMPANY UPDATE AND PURPOSE AND EFFECT OF THE RIGHTS ISSUE

2.1 Purpose of the Rights Issue

2.2 Strategy Update

2.3 Principal Effects

2.4 Details of substantial holders

2.5 Effect on Capital Structure

2.6 Unaudited Pro-Forma Consolidated Statement of Financial Position

CONSOLIDATED STATEMENT OF FINANCIAL POSITION*

NOTES TO THE PRO-FORMA CONSOLIDATED STATEMENT OF FINANCIAL POSITION

2.7 Expenditure Commitments

2.8 Capital Commitments

2.9 Subsequent Events

3.1 Introduction

3.2 Specific Risk Factors

(a) Going concern risk

(b) Potential for significant dilution

(c) Viability of the Abu Dabbab Project

(d) Development and mining risk

(e) Starck Offtake Agreement

(f)

Control Risk

(g) Additional Capital

(h) Foreign Jurisdictions

(i)

Government Policy

(j) Political and Economic Stability in Egypt

STREAMPLAY STUDIO LIMITED Capital/Financing Update 2013