GIPPSLAND LIMITED ACN 004 766 376

ENTITLEMENT ISSUE PROSPECTUS

For a non-renounceable entitlement issue of 5 Shares for every 7 Shares held by those Shareholders registered at the Record Date at an issue price of $0.002 per Share to raise up to $1,965,286 (based on the number of Shares on issue as at the date of this Prospectus) (Offer).

IMPORTANT NOTICE

This document is important and should be read in its entirety. If after reading this Prospectus you have any questions about the securities being offered under this Prospectus or any other matter, then you should consult your stockbroker, accountant or other professional adviser.

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

1.	CORPORATE DIRECTORY 1
2.	TIMETABLE 2
3.	CHAIRMAN'S LETTER 3
4.	IMPORTANT NOTES 4
5.	DETAILS OF THE OFFER 14
6.	PURPOSE AND EFFECT OF THE OFFER 20
7.	RIGHTS AND LIABILITIES ATTACHING TO SHARES 23
8.	RISK FACTORS 25
9.	ADDITIONAL INFORMATION 36
10.	DIRECTORS' AUTHORISATION 44
11.	GLOSSARY 45

1. CORPORATE DIRECTORY

Directors

Michael Rosenstreich Managing Director

Ian Gandel Non Executive Chairman

Jon Starink Director

John Kenny Director

Company Secretary

Rowan Caren

Share Registry*

Security Transfer Registrars Pty Limited 770 Canning Hwy Applecross WA 6153

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

Auditor

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

Registered Office

Suite 12 186 Hay Street Subiaco, WA, Australia, 6008

Telephone: + 61 8 9340 6000 Facsimile: +61 8 9340 6060

Email: [email protected] Website: www.gippslandltd.com

ASX Code

GIP

Australian Solicitors

Steinepreis Paganin Lawyers and Consultants Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

United Kingdom Solicitors

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

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

2. TIMETABLE

Event	Date
Lodgement of Prospectus with the ASIC	12 December 2014
Lodgement of Prospectus & Appendix 3B with ASX	12 December 2014
Notice sent to Shareholders	16 December 2014
Ex date	17 December 2014
Record Date for determining Entitlements	19 December 2014
ProspectussentouttoShareholders&Companyannounces this has been completed	24 December 2014
Last day to extend the Offer*	13 January 2015
Closing Date	16 January 2015
Shares quoted on a deferred settlement basis	19 January 2015
ASX notified of under subscriptions	21 January 2015
Issue date/Shares entered into Shareholders' securityholdings	23 January 2015
Quotation of Shares issued under the Offer*	27 January 2015

*The Directors may extend the Closing Date by giving at least 3 Business Days notice to ASX prior to the Closing Date. As such the date the Shares are expected to commence trading on ASX may vary.

3. CHAIRMAN'S LETTER

Dear fellow shareholder

I am writing to seek your support for the non-renounceable rights issue to raise up to $1.97 million to fund the Company whilst we progress the larger financing package for the Abu Dabbab tantalum-tin-feldspar project, in Egypt.

As many of you will be aware I have been funding Gippsland's working capital needs for the past 12 months, with a total of $3.5 million having been provided to date by way of unsecured shareholder loans with interest costs passed through at the rates charged by my bank. This includes the substantial cost of the site operations, Cairo administration as well as the scaled down Perth office. I have done this because I believe that Abu Dabbab is an excellent project and that we now have a management team in place with the capacity and drive to develop this world class asset.

The Board and I have decided to provide this opportunity to all Gippsland shareholders to ensure the Company has sufficient funds to see it through this next phase, which we hope will lead to the ultimate project funding and development for Abu Dabbab.

This Prospectus clearly sets out the risks of any investment in the Company and principally that revolves around our ability to finalise one of several financing opportunities currently under preliminary discussions with investors from the Gulf region. Clearly I have been encouraged enough to date to continue my funding program and I remain of that view which is why I am taking a further significant position in this Offer. However, nothing is assured and there remains significant uncertainty as to the ultimate success of Abu Dabbab and the Company.

We have built an excellent team well led by Mike Rosenstreich who I am confident have the spread of skills and attitude to bring a transaction to a close and get the Abu Dabbab Project built. I am prepared to support them and I ask you to consider supporting them also based on the information in this Prospectus and our recent reports to ASX.

Ian Gandel Chairman

4. IMPORTANT NOTES

This Prospectus is dated 12 December 2014 and was lodged with the ASIC on that date. The ASIC and its officers take no responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares may be issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

No person is authorised to give information or to make any representation in connection with this Prospectus, which is not contained in the Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with this Prospectus.

It is important that investors read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered highly speculative.

Applications for Shares offered pursuant to this Prospectus can only be submitted on an original Entitlement and Acceptance Form or Shortfall Application Form.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.

4.1 United Kingdom

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 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's Financial Conduct Authority (FCA) or by any other regulatory authority which could be a competent authority for the purposes of the Prospectus Rules.

4.2 United Kingdom Notice

The offer of Shares under the Offer 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 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.

4.3 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 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 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 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 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 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 Shares to be offered so as to enable an investor to decide to purchase or subscribe for the 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 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) 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 FCA or by any other regulatory authority which could be a competent authority for the purposes of the Prospectus Rules.

4.4 Risk factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 8 of this Prospectus. These risks together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered highly speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

		A summary of the key risks include:
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Risk	Description	Reference inProspectus
Additionalrequirements forcapital	The Company's current forecasts indicatethat its current cash at hand will not besufficient to fund planned exploration andoperational activities and keep its currenttenements in good standing during thecurrent financial year.	8.2(a)
	Accordingly,asannouncedon12December 2014, the Company has, or willprior to the Closing Date, receive $397,000from Gandel MetalsProprietaryLimited(Gandel Metals) (a company associatedwith Ian Gandel) by way of a loan (NewGandel Metals Loan). Gandel Metals andthe Company have agreed, that the New

Risk	Description	Reference inProspectus
	GandelMetalsLoanshallbeoffsetagainst the subscription price payable byeither AbbotsleighPty Ltd (Abbotsleigh)(another company associated with IanGandel)orGandelMetalsforthesubscription of up to 198,500,000 Sharesunder the Offers, subject to the MinimumSubscription being reached.
	The Company has previously entered intovariousloanagreementswithGandelMetalsunder which Gandel Metals has(ExistingGandelloaned$3,337,000)Metals Loan) to the Company. The ExistingGandel Metals Loan is currently payableon31January2015,whichshallbeextended to 30 April 2015 if the MinimumSubscription is raised under the Offers. TheCompany will not use the funds raisedfrom the Offersto repay the ExistingGandel Metals Loan.
	However,eveniftheOfferisfullysubscribed, the Company will need toraise additional capital by no later than 30April 2015 or renegotiate the terms of theGandel Metals Loans.
	Furthermore, significant additional fundingto that being raised under the Offers willbe required by the Company to fundplanned developmentactivities at AbuDabbab.
Going concern	WhilecompletingtheauditoftheCompany's financial report for the yearended 30 June 2014, the Company'sauditor's,DeloitteToucheTohmatsu,independentauditor'sreportdrewattention to anote in the consolidatedentity'sfinancialreportwhichacknowledgedtheexistenceofamaterialuncertaintythatmaycastsignificant doubt about the company'sand the consolidated entity's ability tocontinueasgoingconcernsandtherefore, whether they will realise theirassets and extinguish their liabilities in theordinary course of business.	8.2(a)and(d)
	The Company is confident that it will raisesufficientfunding(inadditiontotheOffers) to meet its minimum expenditure

Risk	Description	Reference inProspectus
	commitments and repay its debts as andwhen they fall due. However, in the eventthat the Company does not raise theMinimum Subscription under the Offers,then the Existing Gandel Metals Loan willnot be extended (and therefore will berepayable on 31 January 2015) and theNew Gandel Metals Loan will become anunsecuredloanalsopayableon31January2015.AfailuretoraisetheMinimum Subscription under the Offers (orotherwise raise sufficient funds throughalternativefundingsources)willbematerially adverse to the Company andwillresultintherebeingsignificantuncertaintyastowhetherthegoingconcern basis is appropriate.
	In addition to the Offers, the Company iscurrently seekingfunding from potentialinvestors in the MENA region to developthe Abu Dabbab project.It is also indiscussions tosell plant and equipmentfrom the Alluvial Mining Project. However,thereissignificantuncertaintyastowhethertheCompanycanachieveeither of these goals.
Significant Level ofBorrowings	As mentioned above, the Company hasentered into the Existing Gandel MetalsLoanunder which Gandel Metals hasloaned $3,337,000) to the Company. TheCompany has or willreceive up to anadditional$397,000undertheNewGandel Metals Loan. The Gandel MetalLoansarecurrentlypayableon31January 2015, which shall be extended to30 April 2015 if the Minimum Subscription israised under the Offers. The Company willnot use the funds raised from the Offers torepay the Existing Gandel Metals Loan.Even if the Offer is fully subscribed and therepayment date of theExisting GandelMetals Loan is extended, the Companywill need to raise additional capital by nolater than 30 April 2015 or renegotiate theterms of the Existing Gandel Metals Loan.	8.2(e)
PotentialforsignificantdilutionandeffectonControl	UponimplementationoftheOffer,assuming all Entitlements are accepted,the number of Shares in the Company willincrease from 1,375,700,081 currently on	8.2(b)and(c)

Risk	Description	Reference inProspectus
	issue to 2,358,342,996.This means thateach Share will represent a significantlylower proportion of the ownership of theCompany.
	Abbotsleigh currently holds 586,788,200Shares in the Company which represents42.65% of the Shares currently on issue. Asset out in Section 5.8 of this Prospectus, atcompletion of the Offers, Ian Gandel willhave a relevant interest(through eitherAbbotsleighor Abbotsleigh and GandelMetals) of between 33.3% and 55.10% ofthe Company's issued capital dependingon whether other eligible Shareholderssubscribe for all or part of their Entitlement,and whether Abbotsleigh subscribes for allor only part of its Entitlement.
Viability of the AbuDabbab Project	The development of the Abu DabbabProject into a commercially viable minecannot be assured.	8.2(f)
Foreign Jurisdictionsand Political Unrest	TheCompanyconductsmining,development and exploration activities inEgypt and Eritrea. The Company's foreignmining investments are subject to the risksnormally associated with the conduct ofbusiness in foreign countries.	8.2(h) to (m)
Title to MineralRights	The acquisition and retention of title tomineral rights is a detailed and timeconsuming process. The Company's rightto explore for, mine, produce and selltantalum from the Abu Dabbab Project isbased on existing Exploitation Licences.Should the Company's rights under theExploitation Licences not be honoured, beunenforceable, or the material term of theExploitationLicencesareunilaterallychangedornothonoured,theCompany's ability to explore and producetantalum, tin and feldspar in the futuremay be adversely affected.In respect of the Adobha Project and theGerasi South Project in Eritrea,actualexploration expenditure incurred is lessthantherequiredcommitment.TheCompanyhasreceived verbal advicefrom the Eritrean Ministry of Energy andMinesthattheminimumexpenditurecommitments in relation to the exploration	8.2(i)

Risk	Description	Reference inProspectus
	licences had been waived and there is noremaining liability in relation to the currentor prior year's expenditure commitments.The Company has also received writtenconfirmation from the Eritrean Ministry ofEnergy and Mines that the applications torenewtheCompany'sexplorationlicences have been approved.
	The Company has no current plans toundertakesignificantexpenditureandaccordinglyitispossiblethattheCompany'sEritreanprojectsmaybesubject to forfeiture.

4.5 Directors Interests

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, together with their respective Entitlement, is set out in the table below.

Director	Shares	Options	Entitlement(Shares)	Entitlement($)
Ian Gandel1	586,788,200	Nil	419,134,429	$838,269
Michael Rosenstreich	Nil	Nil	Nil	Nil
Jon Starink2	3,085,715	Nil	2,204,083	$4,408
John Kenny3	5,165,819	Nil	3,689,871	$7,380

Notes:

1. 586,788,200 Shares are held by Abbotsleigh as trustee for the I Gandel Share Investment Trust. Ian Gandel is a director and shareholder of Abbotsleigh and a beneficiary of the I Gandel Share Investment Trust. As set out in Section 4.7, the Company has or will receive up to $397,000 under the New Gandel Metals Loan. Gandel Metals and the Company have agreed that the New Gandel Metals Loan may be offset against the subscription price payable by Abbotsleigh or Gandel Metals for the subscription of Shares under the Offers, subject to the Minimum Subscription being reached. Abbotsleigh and Gandel Metals are related parties of the Company by virtue of being controlled by Mr Ian Gandel.
1. 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.
1. 5,165,819 Shares are held by Ventureworks JDK Pty Ltd, an entity of which John Kenny is the sole director and sole shareholder.

4.6 Substantial Holders

Based on substantial shareholder notices lodged prior to the date of this Prospectus, 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 Proprietary Ltd1	586,788,200	42.65%
Richard Beale2	111,000,000	8.07%

Notes:

1. Abbotsleigh Proprietary Ltd is a related party of the Company by virtue of being controlled by Mr Gandel. Further detail on the potential effect on control of the Offer is set out in Section 5.8 of the Prospectus.
1. 79,186,143 Shares are currently held by Situate Pty Ltd, 29,400,588 Shares are held by Taveroam Pty Ltd and 2,413,269 are held by Mr Beale.

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

4.7 New Gandel Metals Loan and Settlement and Offset

As announced on 12 December 2014, Gandel Metals (a company controlled by Ian Gandel) has, or will prior to the Closing Date, advance $397,000 to the Company to be used towards the Abu Dabbab Tantalum Tin Project, general working capital and to fund the costs of the Offer.

The Company recently entered into the New Gandel Metals Loan under which Gandel Metals has agreed to loan the Company up to $397,000. Under the terms of the New Gandel Metals Loan, the $397,000 loan shall directly be offset by the subscription monies payable by Abbotsleigh or Gandel Metals for the subscription of Shares under the Offers (Settlement Shares). Upon the issue of the Settlement Shares to Abbotsleigh or Gandel Metals, any amounts payable by the Company under the Loan and Offset Agreement shall be treated as extinguished and discharged in full and neither the Company nor Gandel Metals shall have any further liability or obligations owing to the other under the New Gandel Metals Loan.

If the Company does not raise the Minimum Subscription (which shall include any Shares subscribed for by Abbotsleigh and offset by the New Gandel Metals Loan), then the Company will not be able to satisfy the debt via the issue of Settlement Shares and the New Gandel Metals Loan will remain outstanding as an unsecured loan.

Refer to Section 9.4 of this Prospectus for further details of the terms of the New Gandel Metals Loan.

4.8 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 or Gandel Metals' participation in the Offers, 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 or Gandel Metals' shareholding, including Shares acquired under the Offers, the current intentions of Ian Gandel are that he will procure that the Company:

(a) generally continue the business of the Company;
(b) work closely with the Directors to raise the funds necessary to meet the Company's cash requirements;
(c) 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
(d) 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.

4.9 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties.

These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of our Company, the Directors and our management.

We cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

We have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this prospectus, except where required by law.

These forward looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 8 of this Prospectus.

5. DETAILS OF THE OFFER

5.1 The Offer

The Offer is being made as a non-renounceable entitlement issue of 5 Shares for every 7 Shares held by Shareholders registered at the Record Date at an issue price of $0.002 per Share. Fractional entitlements will be rounded up to the nearest whole number.

Based on the capital structure of the Company as at the date of this Prospectus, a maximum of 982,642,915 Shares will be issued pursuant to this Offer to raise up to $1,965,286.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue at the date of this Prospectus. Please refer to Section 7 for further information regarding the rights and liabilities attaching to the Shares.

The purpose of the Offer and the intended use of funds raised are set out in Section 6.1 of this Prospectus.

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 Offer (including the option for eligible Shareholders with registered addresses in the United Kingdom to make applications for any Shortfall Shares) will be less than €5,000,000 in aggregate (assuming full subscription for 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 Offer and it would take much longer to complete, as any such prospectus would require prior approval by the United Kingdom's Financial Conduct Authority.

5.2 Minimum subscription

The Minimum Subscription in respect of the Offers is $900,000. No Shares will be issued 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.

The Settlement Shares to be issued to Abbotsleigh or Gandel Metals upon conversion of the New Gandel Metals Loan (refer to section 4.7), shall form part of the Minimum Subscription (i.e. the Company must receive applications for 251,500,000 Shares (or $503,000) under the Offers, in addition to the Settlement Shares, in order to meet the Minimum Subscription). However, in the event the Minimum Subscription is not raised, the Company will not immediately repay the $397,000 to Gandel Metals, but instead those funds will deemed to be an unsecured loan on the terms set out in section 9.4.

5.3 Acceptance

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus. Your acceptance must not exceed your Entitlement as shown on that form, unless you are applying for additional Shares in the allocated area of the Entitlement and Acceptance Form. If your acceptance does exceed your Entitlement, and you have not applied for Shares under the Shortfall, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your full Entitlement:
- (i) complete the Entitlement and Acceptance Form; and
- (ii) attach your cheque or bank draft or arrange BPAY®, for the amount indicated on the Entitlement and Acceptance Form unless otherwise agreed with the Company; or
(b) if you only wish to accept part of your Entitlement:
- (i) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
- (ii) attach your cheque or bank draft or arrange BPAY®, for the appropriate application monies (at $0.002 per Share) unless otherwise agreed with the Company; or
(c) if you wish to subscribe for more than your Entitlement:
- (i) fill in the number of Shares you wish to accept in addition to your Entitlement in the relevant space allocated on the Entitlement and Acceptance Form to the Shortfall Offer; and
- (ii) attach your cheque or bank draft or arrange BPAY®, for the appropriate application monies (at $0.002 per Share) unless otherwise agreed with the Company; or
(d) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

5.4 Payment by cheque/bank draft

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to "Gippsland Limited – Share Issue Account" and crossed "Not Negotiable".

Your completed Entitlement and Acceptance Form and cheque must reach the Company's share registry no later than 4:00pm WST on the Closing Date.

5.5 Payment by BPAY®

For payment by BPAY®, please follow the instructions on the Entitlement and Acceptance Form. You can only make a payment via BPAY® if you are the holder of an account with an Australian financial institution that supports BPAY® transactions. Please note that should you choose to pay by BPAY®:

(a) you do not need to submit the Entitlement and Acceptance Form but are taken to have made the declarations on that Entitlement and Acceptance Form; and

(b) if you do not pay for your Entitlement in full, you are deemed to have taken up your Entitlement in respect of such whole number of Shares which is covered in full by your application monies.

It is your responsibility to ensure that your BPAY® payment is received by the share registry by no later than 3:00pm (WST) on the Closing Date. You should be aware that your financial institution may implement earlier cut-off times with regards to electronic payment and you should therefore take this into consideration when making payment. Any application monies received for more than your final allocation of Shares (only where the amount is $1.00 or greater) will be refunded. No interest will be paid on any application monies received or refunded.

5.6 UK Shareholders

If you are an Eligible Shareholder with a registered address in the United Kingdom please ensure that your completed Entitlement and Acceptance Form and payment by 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
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Delivered to Or by post to

Security Transfer Registrars Pty Ltd 770 Canning Highway Applecross WA 6153 AUSTRALIA

Security Transfer Registrars Pty Ltd PO Box 535 Applecross WA 6953 AUSTRALIA

by no later than 4:00pm WST on the Closing Date.

5.7 Non-renounceable

The Offer is non-renounceable. Accordingly, a Shareholder may not sell or transfer all or part of their Entitlement.

5.8 Effect on control of the Company

As mentioned above, Abbotsleigh and Gandel Metals are related parties of the Company by virtue of being a company controlled by Ian Gandel, a Director of the Company.

Abbotsleigh presently holds 586,788,200 Shares in the Company which represents 42.65% of the Shares on issue at the date of this Prospectus. Under the settlement and offset arrangement in relation to the New Gandel Metals Loan (set out in section 4.7 of this Prospectus), Abbotsleigh or Gandel Metals may be issued up to 198,500,000 Shares under the Offers in settlement of $397,000 in debt owing to Gandel Metals. Abbotsleigh may also subscribe for additional Shares under its Entitlement. In the event that Gandel Metals subscribes for Shares under the Shortfall (subject to the Company obtaining all necessary Shareholder approvals), Abbotsleigh may be restricted from taking up its full Entitlement in order to ensure compliance with Chapter 6 of the Corporations Act. The extent to which Shares are issued to Abbotsleigh or Gandel Metals under the Offers, may increase Ian Gandel's voting power in the Company. Ian Gandel's present relevant interest and changes under several scenarios are set out in the table below:

Event	Ian Gandel's relevantinterest in Sharesassuming Abbotsleighsubscribes for fullentitlement	Votingpower	Ian Gandel's relevantinterest in Sharesassuming Abbotsleighor Gandel Metalssubscribes for partentitlement orShortfall2	Votingpower
Date of Prospectus	586,788,200	42.65%	586,788,200	42.65%
Completion ofEntitlement Issue
Fully subscribed	1,005,922,629	42.65%	785,288,200	33.30%
75% subscribed	1,005,922,629	47.61%	785,288,200	37.17%
45.79 % subscribed1	1,005,922,629	55.10%	785,288,200	43.01%

Minimum subscription of $900,000.
This assumes Abbotsleigh or Gandel Metals subscribes for a minimum of 198,500,000 Shares pursuant to the settlement and offset arrangement set out in section 4.7 of this Prospectus, subject to other Shareholders or investors subscribing for not less than 251,500,000 Shares (being the Minimum Subscription).

The number of Shares held by Abbotsleigh or Gandel Metals and its voting power in the table above shows the potential voting power of Ian Gandel upon completion of the Offers.

5.9 Dilution

Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by up to 58.33% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders is set out in the table below:

Holder	Holding asat Recorddate	% at RecordDate	Entitlementsunder the Offer	Holdings ifOffer nottaken Up	% postOffer

Shareholder 1	300,000,000	21.81%	214,285,715	300,000,000	12.72%
Shareholder 2	150,000,000	10.90%	107,142,858	150,000,000	6.36%
Shareholder 3	50,000,000	3.63%	35,714,286	50,000,000	2.12%
Shareholder 4	10,000,000	0.73%	7,142,858	10,000,000	0.42%
Shareholder 5	1,000,000	0.073%	714,286	1,000,000	0.042%

Notes:

The dilutionary effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are placed under the Shortfall Offer. In the event all Entitlements are not accepted and some, or all, of the resulting Shortfall was not subsequently placed, the dilution effect for each Shareholder not accepting their Entitlement would be a lesser percentage.

5.10 Shortfall Offer

Any Entitlement not taken up pursuant to the Offer will form the Shortfall Offer.

The Shortfall Offer is a separate offer made pursuant to this Prospectus and may remain open for up to three months following the Closing Date. The issue price for each Share to be issued under the Shortfall Offer shall be $0.002 being the price at which Shares have been offered under the Offer.

Shareholders who wish to subscribe for Shares above their Entitlement are invited to apply for additional Shares under the Shortfall Offer by completing the appropriate section on their Entitlement and Acceptance Form.

Investors who are not Shareholders of the Company should apply for Shortfall Shares by completing the Shortfall Application Form accompanying this Prospectus.

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 Offer to Shareholders with a registered address in the European Economic Area is less than the €5,000,000 threshold above which a prospectus approved by the FCA would be required.

The Directors reserve the right to issue Shortfall Shares at their absolute discretion.

5.11 ASX listing

Application for Official Quotation of the Shares offered pursuant to this Prospectus will be made in accordance with the timetable set out at the commencement of this Prospectus. If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus before the expiration of 3 months after the date of issue of the Prospectus, (or such period as varied by the ASIC), the Company will not issue any Shares and will repay all application monies for the Shares within the time prescribed under the Corporations Act, without interest.

The fact that ASX may grant Official Quotation to the Shares is not to be taken in any way as an indication of the merits of the Company or the Shares now offered for subscription.

5.12 Issue of Shares

Shares issued pursuant to the Offer will be issued in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus.

Shares issued pursuant to the Shortfall Offer will be issued on a progressive basis. Where the number of Shares issued is less than the number applied for, or where no issue 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.

Pending the issue of the Shares or payment of refunds pursuant to this Prospectus, all application monies will be held by the Company in trust for the Applicants in a separate bank account as required by the Corporations Act. The Company, however, will be entitled to retain all interest that accrues on the bank account and each Applicant waives the right to claim interest.

Holding statements for Shares issued under the Offer will be mailed in accordance with the ASX Listing Rules and timetable set out at the commencement of this Prospectus and for Shortfall Shares issued under the Shortfall Offer as soon as practicable after their issue.

5.13 Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus.

It is not practicable for the Company to comply with the securities laws of overseas jurisdictions having regard to the number of overseas Shareholders, the number and value of Shares these Shareholders would be offered and the cost of complying with regulatory requirements in each relevant jurisdiction. Accordingly, the Offer is not being extended and Shares will not be issued to Shareholders with a registered address which is outside Australia, New Zealand or the United Kingdom.

The Offer is being made in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2013.

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 Offer 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).

5.14 Enquiries

Any questions concerning the Offer should be directed to Mr Rowan Caren, Company Secretary, on + 61 8 9340 6000.

6. PURPOSE AND EFFECT OF THE OFFER

6.1 Purpose of the Offer

The purpose of the Offer is to raise up to $1,965,286.

The funds raised from the Offer are planned to be used in accordance with the table set out below:

Item	Proceeds of the Offer	%	FullSubscription($)	%
1.	AbuDabbab–CostsassociatedwithseekingfinancingoftheAbuDabbabTantalumTinFeldspar project	95,977	11%	95,977	5%
2.	Expenses of the Offer1	27,000	3%	30,000	2%
3.	Working capital	777,023	86%	1,839,309	94%
	Total	$900,000	100%	$1,965,286	100%

Notes:

Refer to Section 9.8 of this Prospectus for further details relating to the estimated expenses of the Offer.

On completion of the Offer, the Board considers the Company will have sufficient working capital to achieve these objectives.

The above table is a statement of current intentions as of the date of this Prospectus. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

6.2 Effect of the Offer

The principal effect of the Offer, assuming all Entitlements are accepted, will be to:

(a) increase the cash reserves by $1,935,286 (after deducting the estimated expenses of the Offer) immediately after completion of the Offer; and
(a) increase the number of Shares on issue from 1,375,700,081 as at the date of this Prospectus to 2,358,342,996 Shares.

6.3 Pro-forma statement of financial position

The audited statement of financial position as at 30 June 2014 and the unaudited pro-forma statements of financial position as at 30 June 2014 shown below have been prepared on the basis of the accounting policies normally adopted by the Company and reflect the changes to its financial position.

The first pro-forma statement of financial position has been prepared assuming all Entitlements are accepted and including expenses of the Offer. The second pro-forma statement of financial position has been prepared assuming the Minimum Subscription is raised and including expenses of the Offer. Each pro forma statement of financial position reflects adjustments made for expenditure and loans from Gandel Metals Pty Limited, totalling $765,000, between 1 July 2014 and 31 October 2014.

The pro-forma statements of financial position have been prepared to provide investors with information on the assets and liabilities of the Company and proforma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

		Pro Forma	Pro Forma
		30 June 2014	30 June 2014
		Assuming	Assuming
	AUDITED	Full	Minimum
	30 June 2014	Subscription	Subscription
CURRENT ASSETS
Cash and cash equivalents	276,698	2,211,984	1,149,698
Trade and other receivables	26,683	26,683	26,683
Inventories	68,967	68,967	68,967
Other assets	46,346	46,346	46,346
TOTAL CURRENT ASSETS	418,694	2,353,980	1,291,694

NON-CURRENT ASSETS
Property, plant and	1,030,053	1,030,053	1,030,053
equipment1
Exploration and Evaluation	3,833,035	3,833,035	3,833,035
TOTAL NON-CURRENT ASSETS	4,863,088	4,863,088	4,863,088

TOTAL ASSETS	5,281,782	7,217,068	6,154,782

CURRENT LIABILITIES
Trade and other payables	1,521,041	1,521,041	1,521,041
Provisions	114,387	114,387	114,387
Loans and Borrowings	2,572,016	3,337,016	3,337,016
TOTAL CURRENT LIABILITIES	4,207,444	4,972,444	4,972,444

TOTAL LIABILITIES	4,207,444	4,972,444	4,972,444

NET ASSETS (LIABILITIES)	1,074,338	2,244,624	1,182,338

EQUITY
Contributed Equity	48,530,322	50,465,608	49,403,322
Reserves	(1,689,406)	(1,689,406)	(1,689,406)
Accumulated losses	(41,816,060)(3,950,918)	(42,581,060)(3,950,518)	(42,581,060)(3,950,518)
Non-controlling interest
TOTAL EQUITY	1,074,338	2,244,624	1,182,338

6.4 Effect on capital structure

The effect of the Offer on the capital structure of the Company is set out below.

	Number, assumingFull Subscription	Number, assumingMinimumSubscription
Shares currently on issue	1,375,700,081	1,375,700,081
Shares offered pursuant to the Offer	982,642,915	450,000,000
TotalSharesonissueaftercompletion of the Offer	2,358,342,996	1,825,700,081

The Company does not currently have any other securities on issue other than the Shares.

No Shares on issue are subject to escrow restrictions, either voluntary or ASX imposed.

7. RIGHTS AND LIABILITIES ATTACHING TO SHARES

The following is a summary of the more significant rights and liabilities attaching to Shares being offered pursuant to this Prospectus. 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.

Full details of the rights and liabilities attaching to Shares are set out in the Constitution, a copy of which is available for inspection at the Company's registered office during normal business hours.

7.1 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.

7.2 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.

7.3 Shareholder liability

As the Shares issued will be fully paid shares, they will not be subject to any calls for money by the Directors and will therefore not become liable for forfeiture.

7.4 Rights on Winding Up

If the Company is wound up, the liquidator may, with the authority of a special resolution:

(a) divide among the members in kind the whole or any part of the property of the Company;
(a) and for that purpose, set such value as he considers fair upon any property to be so divided; and
(b) 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.

7.5 Transfer of shares

Generally, Shares in the Company are freely transferable, subject to formal requirements, the registration of the transfer not resulting in a contravention of or failure to observe the provisions of any relevant laws or regulations.

7.6 Future Increases in Capital

The Company may by ordinary resolution:

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

7.7 Variation of Rights

Under section 246B of the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares.

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.

7.8 Alteration of constitution

In accordance with the Corporations Act, the Constitution can only be amended by a special resolution passed by at least three quarters of Shareholders present and voting at the general meeting.

8. RISK FACTORS

8.1 Introduction

The Shares offered under this Prospectus are considered highly speculative. An investment in the Company is not risk free and the Directors strongly recommend potential investors to consider the risk factors described below, together with information contained elsewhere in this Prospectus and to consult their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

There are specific risks which relate directly to the Company's business. In addition, there are other general risks, many of which are largely beyond the control of the Company and the Directors. The risks identified in this section, or other risk factors, may have a material impact on the financial performance of the Company and the market price of the Shares.

The following is not intended to be an exhaustive list of the risk factors to which the Company is exposed.

8.2 Company specific

(a) Additional requirements for capital

The Company's capital requirements depend on numerous factors. The Company will from time to time require further funding to develop its projects. Market conditions which are then generally prevailing will impact on the price or cost at which the Company will be able to raise such funds and no assurance can be given that such funding will be available on terms acceptable to the Company. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programs as the case may be.

As set out in the Company's annual financial report for the year ended 30 June 2014, the Company's current forecasts indicate that its current cash at hand will not be sufficient to fund planned exploration and operational activities and keep its current tenements in good standing during the current financial year. Subsequent to 30 June 2014, the Company entered into various loan agreements with Gandel Metals (a company associated with Ian Gandel) under which Gandel Metals has loaned a further $931,000 to the Company, which includes $166,000 under the New Gandel Metals Loan (currently the Company owes Gandel Metals $3,503,000). The Gandel Metals Loans are currently payable on 31 January 2015, which shall be extended to 30 April 2015 if the Minimum Subscription is raised under the Offer.

As set out in section 4.7 of this Prospectus, the Company has, or will prior to the Closing Date, receive a further $397,000 from Gandel Metals by way of the New Gandel Metals Loan. Mr Gandel and the Company have agreed that the New Gandel Metals Loan shall be offset against the subscription price payable by Abbotsleigh or Gandel Metals for Shares under the Offers, subject to the Minimum Subscription being reached. The Company will not use the funds raised from the Offers to repay the Existing Gandel Metals Loans.

The financial statements for the year ended 30 June 2014 were prepared on a going concern basis. The Company is confident that it can raise sufficient funding to meet its minimum expenditure commitments and repay its debts as and when they fall due. However, in the event that the Company does not raise sufficient funding under the Offers (or through alternative funding sources), there is a material uncertainty as to whether the going concern basis is appropriate.

Even if the Offer is fully subscribed, the Company will need to raise additional capital by no later than 30 April 2015 or renegotiate the terms of the Gandel Loans.

Significant additional funding to that being raised under the Offers will be required by the Company to fund planned development activities at Abu Dabbab.

(b) Potential for significant dilution

Upon implementation of the Offer, assuming all Entitlements are accepted, the number of Shares in the Company will increase from 1,375,700,081 currently on issue to 2,358,342,996. 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 $0.003 is not a reliable indicator as to the potential trading price of Shares after implementation of the Offer.

(c) Effect on Control

Ian Gandel currently has a relevant interest in 586,788,200 Shares in the Company (held by Abbotsleigh) which represents 42.65% of the Shares currently on issue. As set out in Section 5.8 of this Prospectus, at completion of the Offers, Ian Gandel will have an interest of between 33.3% and 55.10% of the Company's issued capital depending on whether other eligible Shareholders subscribe for all or part of their Entitlement, and whether Abbotsleigh subscribes for all or only part of its Entitlement.

Such a controlling interest has the potential to impinge upon the ability of the Board to run the Company 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), and upon completion of the Offers, depending on take up of Entitlements, may have the ability to prevent normal resolutions being passed (requiring 50% of the votes).

(d) Going concern

While completing the audit of the Company's financial report for the year ended 30 June 2014, the Company's auditor, Deloitte Touche Tohmatsu's independent auditor's report was unqualified but contained the following emphasis of matter paragraph in respect of a material uncertainty regarding the consolidated entity's and Company's continuation as going concerns:

"Without modifying our opinion, we draw attention to Note 2(b) in the financial report which indicates that the consolidated entity has incurred net losses of $5,849,058 (2013: $7,999,617) and experienced net cash outflows from operations of $2,387,941 (2013: $2,427,974) and net cash outflows from investing activities of $481,441 (2013: $1,167,790) for the year ended 30 June 2014. These conditions, along with other matters set out in Note 2(b), indicate the existence of a material uncertainty that may cast significant doubt about the company's and the consolidated entity's ability to continue as going concerns and therefore, whether they will realise their assets and extinguish their liabilities in the ordinary course of business."

Notwithstanding the 'going concern' emphasis of matter included in the financial report, the Directors consider 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 (excluding the Eritrean minimum expenditure requirements) 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 needs of the Company.

The Company is confident that it will raise sufficient funding to meet its minimum expenditure commitments and repay its debts as and when they fall due. However, in the event that the Company does not raise the Minimum Subscription under the Offers, then the Gandel Metals Loan will not be extended (and therefore will be repayable on 31 January 2015) and the New Gandel Metals Loan will become an unsecured loan payable on 31 January 2015. A failure to raise the Minimum Subscription under the Offers (or through alternative funding sources) will be materially adverse to the Company and will result in there being significant uncertainty as to whether the going concern basis is appropriate.

In addition to the Offers, the Company is currently seeking funding from potential investors in the MENA region to develop the Abu Dabbab project. It is also in discussions to sell plant and equipment from the Alluvial Mining Project, the proceeds of which will be used to satisfy amounts owing to trade creditors of the Company that are outside normal commercial terms. However, there is significant uncertainty as to whether the Company can achieve either of these goals.

(e) Significant Level of Borrowings

As noted in 8.2(a), the Company has loans payable to Gandel Metals under the Existing Gandel Metals Loans of $3,337,000. The Company has, or will prior to the Closing Date, receive a further $397,000 from Gandel Metals by way of the New Gandel Metals Loan.

The Gandel Metals Loan is currently payable on 31 January 2015, which shall be extended to 30 April 2015 if the Minimum Subscription is raised under the Offers.

Gandel and the Company have agreed that the New Gandel Metals Loan shall be offset against the subscription price payable by Abbotsleigh or Gandel Metals for Shares under the Offers, subject to the Minimum Subscription being reached. The Company will not use the funds raised from the Offers to repay the Existing Gandel Metals Loan.

Even if the Offer is fully subscribed, the Company will need to raise additional capital by no later than 30 April 2015 or renegotiate the terms of the Existing Gandel Metals Loans.

(f) 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 the Company's operations. Should any of these events occur, it would have a material adverse effect on the Company'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.

(g) 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 the Abu Dabbab Project (Starck Agreement). The majority of the planned 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 linked to several external inflationary factors. The Company would need to seek an alternative offtake agreement if for some unanticipated reason Stark did not fulfil its obligations under the Starck Agreement.

(h) Foreign Jurisdictions

The Company conducts mining, development and exploration activities in Egypt and Eritrea. The Company'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 the Company's profitability or the viability of its affected foreign operations, which could have a material and adverse effect on the Company's future cash flows, earnings, results of operations and financial condition.

Risks may include, among others, civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, labour disputes, invalidation of governmental orders and permits, uncertain political and economic environments, sovereign risk, war (including in neighbouring states), 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 the Company'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) 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 existing Exploitation Licences. Should the Company'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 seek to 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 30 June 2014, the Group had received verbal advice from the Eritrean Ministry of Energy and Mines that the minimum expenditure commitments in relation to the exploration licences had been waived and there is no remaining liability in relation to the current or prior year's expenditure commitments. The Company has received written confirmation from the Eritrean Ministry of Energy and Mines that the applications to renew the Exploration Licences have been approved.

The Adobha Exploration Licence has been extended until 20 July 2015 (year 5) and the Gerasi South Exploration Licence has been extended until 21 August 2015 (year 4). In compliance with the renewal requirements, 25% of the Gerasi South Exploration licence was relinquished resulting in a retained area of 75km2 and a further 25% of the Adobha Exploration Licence was relinquished resulting in a retained area of 792km2. Based on the exploration licence agreements, the minimum expenditure commitments for year 5 of the Adobha Exploration Licence is US$5,189,000 and the minimum expenditure commitments for year 4 of the Gerasi South Exploration Licence is US$600,000.

The Company has no current plans to undertake significant expenditure in Eritrea and is in early discussions with several parties regarding potential joint venture arrangements. At this stage these discussions are very preliminary and there is no certainty that any form of exploration joint venture will be agreed. Therefore it is unlikely that expenditure commitments will be met and accordingly it is possible that the Company's projects may be subject to forfeiture.

(j) 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 in excess of 0.1%. Metallurgical modelling and testwork has indicated that the Abu Dabbab product will not be classified as an IMO Class 7 radioactive material as the combined U3O8 and ThO2 content will be below the IMO maximum limit of 0.1%. There is no guarantee that the IMO 0.1% limit will not be lowered in the future.

The shipment of IMO Class 7 radioactive materials is highly restricted by international shipping regulations to the extent that 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.

(k) Political and Economic Stability in Egypt

Political instability in Egypt and the broader Middle East has continued since 2011. There has been tension in the region which may result in a less stable political situation in the Middle East and in Egypt in particular which could have a material adverse effect on the Company.

The Company is conducting exploration and development activities in Egypt. The Company 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 the Company'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.

(l) 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.

(m) 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. A joint investment company will be a share company established in accordance with the relevant Eritrean laws including the Transitional Commercial Code of Eritrea. 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.

(n) History of Operating Losses

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

8.3 General risks

(a) Share Market Conditions

As the Company 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

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

(c) Market conditions

Share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

(i) general economic outlook;
(ii) introduction of tax reform or other new legislation;
(iii) interest rates and inflation rates;
(iv) changes in investor sentiment toward particular market sectors;
(v) the demand for, and supply of, capital; and
(vi) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

(d) 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.

(e) Environmental Risks

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

(f) 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.

(g) Mineral Resource and Reserve Estimates

There is no certainty that the mineral resources or any future mineral reserve attributable to the Company 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.

(h) Government Actions and Legal Risk

The impact of actions by governments may affect the Company's activities including such matters as access to lands and infrastructure, compliance with environmental regulations, taxation and royalties.

The introduction of new legislation or amendments to existing legislation by governments, developments in the existing common law in any jurisdiction which governs the Company's operations or contractual obligations, could impact adversely on the assets, operations and the financial performance of the Company.

(i) 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. 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.

(j) Taxation

The acquisition and disposal of Shares will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring Shares from a taxation viewpoint and generally.

To the maximum extent permitted by law, the Company, its officers and each of their respective advisors accept no liability and responsibility with respect to the taxation consequences of subscribing for Shares under this Prospectus.

(k) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

8.4 Speculative 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 Shares offered under this Prospectus

Therefore, the Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

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

9. ADDITIONAL INFORMATION

9.1 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

9.2 Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of the Corporations Act) for the purposes of section 713 of the Corporations Act and, as such, is subject to regular reporting and disclosure obligations. Specifically, like all listed companies, the Company is required to continuously disclose any information it has to the market which a reasonable person would expect to have a material effect on the price or the value of the Company's securities.

This Prospectus is a "transaction specific prospectus". In general terms a "transaction specific prospectus" is only required to contain information in relation to the effect of the issue of securities on a 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 enquires as are reasonable, the Company believes that it has complied with the general and specific requirements of ASX as applicable from time to time throughout the 3 months before the issue of this Prospectus which required the Company to notify ASX of information about specified events or matters as they arise for the purpose of ASX making that information available to the stock market conducted by ASX.

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 Company, as a disclosing entity under the Corporations Act states that:

(a) it is subject to regular reporting and disclosure obligations;
(b) copies of documents lodged with the ASIC in relation to the Company (not being documents referred to in section 1274(2)(a) of the Corporations Act) may be obtained from, or inspected at, the offices of the ASIC; and
(c) it will provide a copy of each of the following documents, free of charge, to any person on request between the date of issue of this Prospectus and the Closing Date:
(i) the annual financial report most recently lodged by the Company with the ASIC;
(ii) any half-year financial report lodged by the Company with the ASIC after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC; and
(iii) any continuous disclosure documents given by the Company to ASX in accordance with the ASX Listing Rules as referred to in section 674(1) of the Corporations Act after the lodgement of the annual financial report referred to in (i) and before the lodgement of this Prospectus with the ASIC.

Copies of all documents lodged with the ASIC in relation to the Company can be inspected at the registered office of the Company during normal office hours.

Details of documents lodged by the Company with ASX since the date of lodgement of the Company's latest annual financial report and before the lodgement of this Prospectus with the ASIC are set out in the table below.

Date	Description of Announcement
12/12/2014	Non Renounceable Rights Issue to Raise $1.96 Million
21/11/2014	Results of Meeting
30/10/2014	Quarterly Activities and Cashflow Report
17/10/2014	Corporate Update
15/10/2014	Notice of Annual General Meeting/Proxy Form
15/10/2014	Annual Report to shareholders
06/10/2014	Change in substantial holding

ASX maintains files containing publicly available information for all listed companies. The Company's file is available for inspection at ASX during normal office hours.

The announcements are also available through the Company's website www.gippslandltd.com.

9.3 Market price of shares

The Company is a disclosing entity for the purposes of the Corporations Act and its Shares are enhanced disclosure securities quoted on ASX.

The highest, lowest and last market sale prices of the Shares on ASX during the three months immediately preceding the date of lodgement of this Prospectus with the ASIC and the most recent respective dates of those sales were:

Highest	$0.004	25 November 2014
Lowest	$0.002	30 September 2014
Last	$0.003	11 December 2014

9.4 Material contracts

The following are summaries of the significant terms of the material agreements which relate to the business of the Company.

New Gandel Metals Loan

The Company recently entered into a loan and offset agreement with Ian Gandel and Gandel Metals under which Gandel Metals has agreed to loan the Company up to $397,000 (New Gandel Metals Loan).

The New Gandel Metals Loan shall be a standby credit facility made available for drawdown in two tranches, as follows:

(a) $166,000 which was drawdown on 7 December 2014; and
(b) $231,000 shall be available for drawdown after 17 December 2014 (subject to satisfaction of the Conditions Precedent).

The New Gandel Metals Loan is conditional upon a certified copy of each of the Company's corporate authorities, being necessary or desirable for the execution, performance, validity, enforceability or priority effectiveness of the New Gandel Metals Loan.

The Company has agreed that the funds drawn under the New Gandel Metals Loan shall be primarily used to assist for the Abu Dabbab Tantalum Tin Project works and financing for working capital purposes and to fund the costs of the Offer.

The Company will repay the loan and all accrued but unpaid bank charges and interest (and any other moneys due) on the earlier of:

(a) 31 January 2015, unless the Minimum Subscription is raised, in which case 30 April 2015; and
(b) the date that is 5 Business days after completion of a capital raising by the Company, other than the Offer, or repayment on the inter-company loan account between Tantalum International Pty Limited (TIPL) and the Company (following a capital raising by TIPL), for an amount equal to or greater than $3,837,000. If the amount received from a capital raising or inter-company loan repayment is less than $3,837,000, the Company will repay a portion of the New Gandel Metals Loan,

(Repayment Date).

Interest will accrue on the outstanding balance of the New Gandel Metals Loan at a rate equal to that as charged to Gandel Metals by the ANZ. All such accrued interest shall be due for payment on or before the Repayment Date. Default interest (payable on demand) of 15% per annum will apply if the Company defaults in repayment.

Under the terms of the New Gandel Metals Loan, the $397,000 loan shall directly be offset by the subscription monies payable by Abbotsleigh or Gandel Metals for the subscription of Shares under the Offers. Ian Gandel has agreed to procure Abbotsleigh or Gandel Metals (subject to the Company obtaining all necessary Shareholder approvals and Minimum Subscription being satisfied) to subscribe for no less then that number of Shares under the Offers that is necessary to fully offset the amount outstanding under the New Gandel Metals Loan on the date that the Offer opens (Settlement Shares). Upon the issue of the Settlement Shares to Abbotsleigh or Gandel Metals, any amounts payable by the Company under the New Gandel Metals Loan shall be treated as extinguished and discharged in full and neither the Company nor Gandel Metals shall have any further liability or obligations owing to the other under the New Gandel Metals Loan.

If the Company does not raise the Minimum Subscription (which shall include any Shares subscribed for and offset by the New Gandel Metals Loan), then the Company will not be able to satisfy the debt via the issue of Shares to Abbotsleigh or Gandel Metals and the New Gandel Metals Loan will remain outstanding as an unsecured loan.

The New Gandel Metals Loan is subject to other terms and conditions considered standard for an agreement of its nature.

9.5 Interests of Directors

Other than as set out in this Prospectus, no Director or proposed Director holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
- (i) its formation or promotion; or
- (ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to a Director or proposed Director:

(a) as an inducement to become, or to qualify as, a Director; or
(b) for services provided in connection with:
- (i) the formation or promotion of the Company; or
- (ii) the Offer.

The relevant interest of each of the Directors in the securities of the Company as at the date of this Prospectus, refer to Section 4.5 of this Prospectus.

Remuneration

The remuneration of an executive Director is decided by the Board, without the affected executive Director participating in that decision-making process. The total maximum remuneration of non-executive Directors is initially set by the Constitution and subsequent variation is by ordinary resolution of Shareholders in general meeting in accordance with the Constitution, the Corporations Act and the ASX Listing Rules, as applicable. The determination of non-executive Directors' remuneration within that maximum will be made by the Board having regard to the inputs and value to the Company of the respective contributions by each non-executive Director. The current amount has been set at an amount not to exceed $250,000 per annum.

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.

The following table shows the total (and proposed) annual remuneration paid or accrued to both executive and non-executive directors.

Director	FY 2015	FY 2014	FY 2013
Ian Gandel1	$80,000	$80,000	$80,000
Michael Rosenstreich	$211,200	$102,3602	Nil
Jon Starink	$150,000	$150,000	$300,000
John Kenny1	$40,000	$40,000	$40,000

Notes:

1. Remuneration payable to Mr. Gandel and Mr. Kenny has not been paid since 1 July 2013 and 1 July 2012 respectively and the sums reported for the three financial years above include accruals and unpaid proposed fees of $160,000 in respect of Mr. Gandel and $120,000 in respect of Mr. Kenny.
1. This amount includes consulting fees of $70,200 paid to Mr. Rosenstreich prior to him becoming a Director.

9.6 Interests of experts and advisers

Other than as set out below or elsewhere in this Prospectus, no:

(a) person named in this Prospectus as performing a function in a professional, advisory or other capacity in connection with the preparation or distribution of this Prospectus;
(b) promoter of the Company; or
(c) underwriter (but not a sub-underwriter) to the issue or a financial services licensee named in this Prospectus as a financial services licensee involved in the issue,

holds, or has held within the 2 years preceding lodgement of this Prospectus with the ASIC, any interest in:

(a) the formation or promotion of the Company;
(b) any property acquired or proposed to be acquired by the Company in connection with:
- (i) its formation or promotion; or
- (ii) the Offer; or
(c) the Offer,

and no amounts have been paid or agreed to be paid and no benefits have been given or agreed to be given to any of these persons for services provided in connection with:

(a) the formation or promotion of the Company; or
(b) the Offer.

Steinepreis Paganin has acted as the solicitors to the Company in relation to the Offer. The Company estimates it will pay Steinepreis Paganin $15,000 (excluding GST and disbursements) for these services. During the 24 months preceding lodgement of this Prospectus with the ASIC, Steinepreis Paganin has been paid fees totalling $111,158.72 (excluding GST and disbursements) for legal services provided to the Company.

9.7 Consents

Each of the parties referred to in this Section:

(a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and
(b) to the maximum extent permitted by law, expressly disclaim and take 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.

Steinepreis Paganin has given its written consent to being named as the solicitors to the Company in this Prospectus. Steinepreis Paganin has not withdrawn its consent prior to the lodgement of this Prospectus with the ASIC.

Deloitte Touche Tohmatsu has given its written consent to being named as the auditors to the Company in this Prospectus and the inclusion in Sections 4.4 and 8.2(d) of this Prospectus of reference to the independent auditor's report accompanying the consolidated entity's financial report for the year ended 30 June 2014 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 Section 6.3 of this Prospectus to the audited consolidated statement of financial position as at 30 June 2014 and to all references to the independent auditor's report and the consolidated statement of financial position 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.

9.8 Expenses of the offer

In the event that all Entitlements are accepted, the total expenses of the Offer are estimated to be approximately $30,000 (excluding GST) and are expected to be applied towards the items set out in the table below:

	$
ASIC fees	2,290
ASX fees	7,387
Legal fees	15,000
Printing and distribution	4,000
Miscellaneous	1,323
Total	30,000

9.9 Electronic prospectus

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 Forms. If you have not, please phone the Company on +61 9340 6000 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 Company's website 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.

9.10 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.

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

The Company will not be issuing share certificates. The Company is a participant 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.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of Shares issued 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.

9.12 Privacy Act

If you complete an application for Shares, you will be providing personal information to the Company (directly or by the Company's share registry). The Company collects, holds and will use that information to assess your application, service your needs as a holder of equity securities in the Company, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Company's share registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or its share registry if you wish to do so at the relevant contact numbers set out in this Prospectus.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

10. DIRECTORS' AUTHORISATION

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.

_______________________________

Michael Rosenstreich Managing Director For and on behalf of Gippsland Limited

11. GLOSSARY

$ means the lawful currency of the Commonwealth of Australia.

Abbotsleigh means Abbotsleigh Proprietary Ltd (ACN 005 612 377)

Applicant means a Shareholder who applies for Shares pursuant to the Offer or a Shareholder or other party who applies for Shortfall Shares pursuant to the Shortfall Offer.

Application Form means an Entitlement and Acceptance Form or Shortfall Application Form as the context requires.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it as the context requires.

ASX Listing Rules means the listing rules of the ASX.

ASX Settlement Operating Rules means the settlement rules of the securities clearing house which operates CHESS.

Board means the board of Directors unless the context indicates otherwise.

Business Day means Monday to Friday inclusive, except New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day.

Closing Date means the date specified in the timetable set out at the commencement of this Prospectus (unless extended).

Company means Gippsland Limited (ACN 004 766 376).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Entitlement means the entitlement of a Shareholder who is eligible to participate in the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

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.

Existing Gandel Metals Loan has the meaning set out in Section 4.4 of this Prospectus.

FCA means the Financial Conduct 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.

Gandel Metals means Gandel Metals Pty Ltd (ACN 102 347 955).

Gandel Metals Loans means the Existing Gandel Metals Loan and the New Gandel Metals Loan.

MENA means Middle East and North Africa.

Minimum Subscription means the minimum subscription under the Offers, being $900,000.

New Gandel Metals Loan means the loan and offset agreement entered into between the Company, Gandel Metals and Ian Gandel, which is summarised at Section 9.4 of this Prospectus.

Offer means the non-renounceable entitlement issue the subject of this Prospectus.

Offers mean the Offer and the Shortfall Offer.

Official Quotation means official quotation on ASX.

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

Prospectus means this prospectus.

Record Date means the date specified in the timetable set out at the commencement of this Prospectus.

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

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

Shortfall means the Shares not applied for under the Offer (if any).

Shortfall Application Form means the shortfall application form either attached to or accompanying this Prospectus.

Shortfall Offer means the offer of the Shortfall on the terms and conditions set out in Section 5.8 of this Prospectus.

Shortfall Shares means those Shares issued pursuant to the Shortfall.

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

WST means Western Standard Time as observed in Perth, Western Australia.

THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.

REGISTERED OFFICE: SUITE 12 186 HAY STREET SUBIACO WA 6008 AUSTRALIA

GIPPSLAND LIMITED

ABN : 31 004 766 376

SHARE REGISTRY: Security Transfer Registrars Pty Ltd All Correspondence to: PO BOX 535, APPLECROSS WA 6953 AUSTRALIA 770 Canning Highway, APPLECROSS WA 6153 AUSTRALIA T: +61 8 9315 2333 F: +61 8 9315 2233 E: [email protected] W: www.securitytransfer.com.au

GIP	Code:
	Holder Number:
	Eligible Holding as at 2.00pm WSTon 19 December 2014:
	Entitlement to Securities 5:7:
	Amount payable on acceptance

@ $0.002 per Security:

NON-RENOUNCEABLE SHARE OFFER CLOSING AT 4.00PM WST ON 16 JANUARY 2015

(1) I/We the above named being registered at 2.00pm WST on the 19th December 2014 as holder(s) of Shares in the Company hereby accept as follows:

	NUMBER OF NEW SHARESACCEPTED/APPLIED FOR	AMOUNT ENCLOSED@ $0.002 PER SHARE
Entitlement or Part Thereof	,,	$,,
Additional New Shares *	,,	$,,
TOTAL	,,	$,,TOTAL

(* refer to section 5 of the prospectus)

(2) I/We have enclosed/made payment for amount shown above (following the payment instructions as detailed overleaf).

(3) I/We agree to be bound by the Constitution of the Company.

(4) I/We understand that if any information on this form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be accepted. Any decision of the Directors as to whether to accept this form, and how to construe, amend or complete it shall be final.

(5) I/We authorise the Company to send me/us a substituted form if this form ceases to be current.

(6) I/We declare that I/we have received a full and unaltered version of the Prospectus either in an electronic or paper format.

(7) My/Our contact details in case of enquiries are:

	NAME
		(	)
	EMAIL ADDRESS

@

BPAY PAYMENT OR THE RETURN OF THIS DOCUMENT WITH THE REQUIRED REMITTANCE WILL CONSTITUTE YOUR ACCEPTANCE OF THE OFFER.

PAYMENT INFORMATION - Please also refer to payment instructions overleaf.	REGISTRY DATE STAMP
Biller Code: 159483Ref:BPAY® this payment via internet or phone banking.Your BPAY® reference number is unique to this offer and is not to be used for any other offer.	CHEQUE/MONEY ORDERAll cheques (expressed in Australian currency) areto be made payable to GIPPSLAND LIMITED -SHARE ISSUE ACCOUNT and crossed "NotNegotiable".	E & O.E.

PAYMENT INSTRUCTIONS

Biller Code: 159483

BPAY® this payment via internet or phone banking. Your reference number is quoted on the front of this form.

Multiple acceptances must be paid separately.

Applicants should be aware of their financial institution's cut-off time (the time payment must be made to be processed overnight) and ensure payment is processed by their financial institution on or before the day prior to the closing date of the offer. BPAY applications will only be regarded as accepted if payment is received by the registry from your financial institution on or prior to the closing date. It is the Applicant's responsibility to ensure funds are submitted correctly by the closing date and time.

You do not need to return this form if you have made payment via BPAY.

Your BPAY reference number will process your payment to your entitlement electronically and you will be deemed to have applied for such Shares for which you have paid.

CHEQUE/MONEY ORDER

All cheques should be drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable".

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured.

Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Do not forward cash as receipts will not be issued.

When completed, this form together with the appropriate payment should be forwarded to the share registry:

Security Transfer Registrars Pty Ltd PO Box 535, APPLECROSS WA 6953.

Applications must be received by Security Transfer Registrars Pty Ltd no later than 4.00pm WST on the closing date.

EXPLANATION OF ENTITLEMENT

1. The front of this form sets out the number of Shares and the price payable on acceptance of each Share.
1. Your entitlement may be accepted either in full or in part. There is no minimum acceptance.

ENQUIRIES All enquiries should be directed to the Company's share registry:

Security Transfer Registrars Pty Ltd

PO Box 535, Applecross WA 6953 AUSTRALIA

770 Canning Highway, Applecross WA 6153 AUSTRALIA

Telephone +61 8 9315 2333

Facsimile +61 8 9315 2233

Email [email protected]

PRIVACY STATEMENT

Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

					SHORTFALL APPLICATION FORM
	THIS DOCUMENT IS IMPORTANT. IF YOU ARE IN DOUBT AS TO HOW TO DEAL WITH IT, PLEASE CONTACT YOUR STOCK BROKER OR LICENSED PROFESSIONAL ADVISOR.All Correspondence to:GIPPSLAND LIMITEDSecurity Transfer Registrars Pty LtdPO BOX 535, APPLECROSS WA 6953ABN: 31 004 766 376770 Canning Highway, APPLECROSS WA 6153T: +61 8 9315 2333 F: +61 8 9315 2233E: [email protected]			BROKER STAMP
	W: www.securitytransfer.com.au										Broker Code
					PLEASE READ CAREFULLY ALL INSTRUCTIONS ON THE REVERSE OF THIS FORM						Advisor Code
					No Shares will be issued pursuant to the Prospectus later than 13 months after the date of the Prospectus.Before completing this Application Form you should read the accompanying Prospectus and the instructions overleaf. Please print using BLOCK LETTERS.
	I/We apply for:						I/We lodge full application of monies of:
		,	,		Shares at AUD $0.002 per Share	A	$	,			,
			Full Name of Applicant / Company		or such lesser number of Shares which may be allocated to me/us by their Directors.
			Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

	Joint Applicant #2		Title (e.g.: Dr, Mrs) Given Name(s) or Company Name

	Joint Applicant #3
			Title (e.g.: Dr, Mrs) Given Name(s) or Company Name


	Account Designation (e.g.: THE SMITH SUPER FUND A/C)
<														>
Unit	Postal Address	/	Street Number	Street Name or PO BOX
	Suburb/Town/City									State			Postcode

	Country Name (if not Australia)

	CHESS HIN(where applicable)
X					If an incorrect CHESS HIN has been provided (e.g.: incorrect number, registration details do notmatch those registered) any securities issued will be held on the Issuer Sponsored subregister.
	Contact Name							Contact Number

							(		)
	Email Address

@
			Tax File Number / Australian Business Number									Tax File Number of Security Holder #2 (Joint Holdings Only)

(5) I/We acknowledge that the Company will send me/us a paper copy of the Prospectus and any Supplementary Prospectus (if applicable)

free of charge if I/we request so during the currency of the Prospectus.

(6) I/We acknowledge that returning the Application Form with the application monies will constitute my/our offer to subscribe for Shares in the Company and that no notice of acceptance of the application will be provided.

E & O.E.

1408649091

5

UNLESS IT IS ATTACHED TO OR ACCOMPANIED BY THE PROSPECTUS DATED12 DECEMBER 2014 AND ANY RELEVANT SUPPLEMENTARY PROSPECTUS. This Application Form relates to the Offer of Fully Paid Ordinary Shares in GIPPSLAND LIMITED pursuant to the Prospectus dated 12 December 2014.

APPLICATION FORMS

Please complete all parts of the Application Form using BLOCK LETTERS. Use correct forms of registrable name (see below). Applications using the wrong form of name may be rejected. Current CHESS participants should complete their name and address in the same format as they are presently registered in the CHESS system.

Insert the number of Shares you wish to apply for. The applicant(s) agree(s) upon and subject to the terms of the Prospectus to take any number of Shares equal to or less than the number of Shares indicated on the Application Form that may be allotted to the applicants pursuant to the Prospectus and declare(s) that all details of statements made are complete and accurate.

No notice of acceptance of the application will be provided by the Company prior to the allotment of Shares. Applicants agree to be bound upon acceptance by the Company of the application.

Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is a query in your Application Form. If your Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it shall be final.

PAYMENT

All cheques should be made payable to GIPPSLAND LIMITED - SHARE ISSUE ACCOUNT and drawn on an Australian bank and expressed in Australian currency and crossed "Not Negotiable". Cheques or bank drafts drawn on overseas banks in Australian or any foreign currency will NOT be accepted. Any such cheques will be returned and the acceptance deemed to be invalid.

Sufficient cleared funds should be held in your account as your acceptance may be rejected if your cheque is dishonoured. Do not forward cash as receipts will not be issued.

LODGING OF APPLICATIONS

Completed Application Forms and cheques must be:

Posted to:	OR	Delivered to:
GIPPSLAND LIMITED		GIPPSLAND LIMITED
C/- Security Transfer Registrars Pty Ltd		C/- Security Transfer Registrars Pty Ltd
PO Box 535		770 Canning Highway
APPLECROSS WA 6953		APPLECROSS WA 6153

CHESS HIN/BROKER SPONSORED APPLICANTS

The Company intends to become an Issuer Sponsored participant in the ASX CHESS System. This enables a holder to receive a statement of holding rather than a certificate. If you are a CHESS participant (or are sponsored by a CHESS participant) and you wish to hold Shares allotted to you under this Application on the CHESS subregister, enter your CHESS HIN. Otherwise, leave this box blank and your Shares will automatically be Issuer Sponsored on allotment.

TAX FILE NUMBERS

The collection of tax file number ("TFN") information is authorised and the tax laws and the Privacy Act strictly regulate its use and disclosure. Please note that it is not against the law not to provide your TFN or claim an exemption, however, if you do not provide your TFN or claim an exemption, you should be aware that tax will be taken out of any unfranked dividend distribution at the maximum tax rate.

If you are completing the application with one or more joint applicants, and you do not wish to disclose your TFN or claim an exemption, a separate form may be obtained from the Australian Taxation Office to be used by you to provide this information to the Company. Certain persons are exempt from providing a TFN. For further information, please contact your taxation adviser or any Taxation Office.

CORRECT FORM OF REGISTRABLE TITLE

Note that only legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to GIPPSLAND LIMITED. At least one full given name and the surname are required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the example of the correct forms of registrable names below:

TYPE OF INVESTORIndividualUse given names in full, not initials.	CORRECTMr John Alfred Smith	INCORRECTJ A Smith
CompanyUse the company's full title, not abbreviations.	ABC Pty Ltd	ABC P/L or ABC Co
Joint HoldingsUse full and complete names.	Mr Peter Robert Williams &Ms Louise Susan Williams	Peter Robert &Louise S Williams
TrustsUse trustee(s) personal name(s), Do not use the name of the trust.	Mrs Susan Jane Smith	Sue Smith Family Trust
Deceased EstatesUse the executor(s) personal name(s).	Ms Jane Mary Smith &Mr Frank William Smith	Estate of Late John SmithorJohn Smith Deceased
Minor (a person under the age of 18)Use the name of a responsible adult with an appropriate designation.	Mr John Alfred Smith	Master Peter Smith
PartnershipsUse the partners' personal names. Do not use the name of the partnership.	Mr John Robert Smith &Mr Michael John Smith	John Smith and Son
Superannuation FundsUse the name of the trustee(s) of the super fund.	Jane Smith Pty Ltd	Jane Smith Pty Ltd Superannuation Fund

PRIVACY STATEMENT Personal information is collected on this form by Security Transfer Registrars Pty Ltd as the registrar for securities issuers for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal details may be disclosed to related bodies corporate, to external service providers such as mail and print providers, or as otherwise required or permitted by law. If you would like details of your personal information held by Security Transfer Registrars Pty Ltd or you would like to correct information that is inaccurate please contact them on the address on this form.

AI assistant

STREAMPLAY STUDIO LIMITED — Capital/Financing Update 2014

65841_rns_2014-12-11_2458e04e-662f-4a82-b25a-122ad9f083c7.pdf

GIPPSLAND LIMITED ACN 004 766 376

ENTITLEMENT ISSUE PROSPECTUS

IMPORTANT NOTICE

1. CORPORATE DIRECTORY

Directors

Company Secretary

Share Registry*

Auditor

Registered Office

ASX Code

Australian Solicitors

United Kingdom Solicitors

2. TIMETABLE

3. CHAIRMAN'S LETTER

Dear fellow shareholder

4. IMPORTANT NOTES

4.1 United Kingdom

4.2 United Kingdom Notice

4.3 European Economic Area Notice

4.4 Risk factors

4.5 Directors Interests

Notes:

4.6 Substantial Holders

Notes:

4.7 New Gandel Metals Loan and Settlement and Offset

4.8 Ian Gandel's Intentions for the Company

4.9 Forward-looking statements

5. DETAILS OF THE OFFER

5.1 The Offer

5.2 Minimum subscription

5.3 Acceptance

5.4 Payment by cheque/bank draft

5.5 Payment by BPAY®

5.6 UK Shareholders

Delivered to Or by post to

5.7 Non-renounceable

5.8 Effect on control of the Company

5.9 Dilution

Notes:

5.10 Shortfall Offer

5.11 ASX listing

5.12 Issue of Shares

5.13 Overseas shareholders

5.14 Enquiries

6. PURPOSE AND EFFECT OF THE OFFER

6.1 Purpose of the Offer

Notes:

6.2 Effect of the Offer

6.3 Pro-forma statement of financial position

6.4 Effect on capital structure

Shares

7. RIGHTS AND LIABILITIES ATTACHING TO SHARES

7.1 Voting Rights

7.2 Dividend Rights

7.3 Shareholder liability

7.4 Rights on Winding Up

7.5 Transfer of shares

7.6 Future Increases in Capital

7.7 Variation of Rights

7.8 Alteration of constitution

8. RISK FACTORS

8.1 Introduction

8.2 Company specific

(a) Additional requirements for capital

(b) Potential for significant dilution

(c) Effect on Control

(d) Going concern

(e) Significant Level of Borrowings

(f) Viability of the Abu Dabbab Project

(g) Starck Offtake Agreement

(h) Foreign Jurisdictions

(i) Title to Mineral Rights

(j) Government Policy

(k) Political and Economic Stability in Egypt

(l) Eritrea and Political Risk

(m) Eritrean Government Interest

(n) History of Operating Losses

STREAMPLAY STUDIO LIMITED Capital/Financing Update 2014