STREAMPLAY STUDIO LIMITED — Interim / Quarterly Report 2016

Oct 6, 2015

Suite 3, 11 Sheppard Way Marmion WA 6020 Australia t: +61 8 6102 2609

PO Box 2277 Marmion WA 6020 Australia e: info@gippslandltd.com w: www.gippslandltd.com

Arrowhead Resources Limited (formerly Gippsland Limited)

SEPTEMBER 2015 QUARTERLY ACTIVITIES & CASHFLOW REPORT

Period: 1 July 2015 to 30 September, 2015 Release Date: 7 October, 2015

COMMENTARY

During the September 2015 quarter it became evident to the Board of Arrowhead Resources (Arrowhead), formerly Gippsland Ltd, that it was unlikely to regain access to its 50% interest in the Abu Dabbab tantalumtin-feldspar project (the Project) in Egypt after an apparent expropriation event by the Egyptian Government. This was outlined to ASX on 17 August and was a devastating realisation for all stakeholders particularly as the Company had just completed a feasibility study on a robust, lower-cost and lower-risk development strategy which was supported by a financing offer from a private Taiwan based investor. Indeed, given that this was the closest that the Project had ever come to being developed and that first production would have been within 12 months from commencement, this outcome is even tougher to accept by management, directors, shareholders, employees and no doubt the people of Egypt.

Whilst the Company has not given up on possibly reaching a solution to the dispute with the Egyptian Company for Mineral Resources (ECMR) (its 50% equity partner), it must be realistic, refocus and create new opportunities for shareholders. To this end several major milestones were achieved during the quarter which effectively complete the debt and capital restructuring process and lead to the recapitalisation phase which is to be implemented in the December quarter. The Board acknowledges and appreciates the support and co-operation it received during these negotiations, culminating in strong support for a series of agreements approved at the General Meeting of Shareholders on the 29 September which enabled the implementation of some restructuring initiatives which are tough on both shareholders and creditors.

The Company has a strong legal claim for compensation against the Government of Egypt if a sensible resolution to the dispute cannot be reached. However, legal proceedings in an offshore jurisdiction cannot be the Company's core focus and the Board has previously outlined its strategy of identifying, assessing and securing a new exploration or mining project in order to rebuild value for the shareholders of Arrowhead. Already several interesting opportunities have been presented to the Company and are being assessed. The success of this process will be reliant on the completion of a renounceable rights issue, with a prospectus planned to be lodged in mid-October, 2015. This will pave the way for a new-look company, seeking new mining related opportunities prospective for rebuilding shareholder value. Which made a name change for the Company also appropriate.

Over the next few months Arrowhead plans to continue to pursue its rights in Egypt, complete the recapitalisation process and increase the momentum on its project generation activities whilst maintaining the current tight control on costs.

The Company looks forward to providing further updates to the activities and outcomes outlined in this September, 2015 quarterly activities and cashflow report.

FOR FURTHER INFORMATION PLEASE CONTACT

Mike Rosenstreich

• T: +61 8 9340 6000
• E: info@gippslandltd.com

QUARTERLY ACTIVITIES & CASH FLOW REPORT

The Directors of Arrowhead Resources Limited (Arrowhead or the Company), formerly known as Gippsland Limited, provide the following Activities and Cash Flow Report for the September 2015 quarter.

1. ABU DABBAB TANTALUM-TIN-FELDSPAR PROJECT (50% INTEREST VIA SHAREHOLDING IN TANTALUM EGYPT JSC)

During the September quarter the Board of Arrowhead determined that it had received sufficient legal advice and local information in regard to the dispute over its 50% interest in the Abu Dabbab Tantalum-Tin-Feldspar project (the Project), located in Egypt to provide shareholders an outlook on the situation, albeit that outlook was negative.

The Egyptian Company for Mineral Resources (ECMR) alleges that Arrowhead has abandoned the Project. The Company has been advised informally that as of 27 July 2015, ECMR (as its 50% equity partner), is seeking to have the Project's Exploitation Licences removed from their joint venture company, Tantalum Egypt JSC (TE).

Arrowhead rejects ECMR's allegations in their entirety and denies that it has, at any time, abandoned the Project. In Arrowhead's view, ECMR's conduct constitutes expropriation, or measures tantamount to expropriation, of its interests in the Project (a material asset on which it has spent in excess of US$30 million).

Arrowhead has repeatedly tried to engage with ECMR to resolve the matter so as to be able to proceed to develop the Project with ECMR as joint venturers through TE. ECMR has not responded positively to Arrowhead in this regard. Consequently, Arrowhead has taken the view that it is highly unlikely that it will be able to resume its participation in, and development of, the Project. Of course, Arrowhead has reserved its rights in this regard.

On this basis the Board has concluded that it is in the best interests of shareholders to focus the Company on securing a new project and take control of its future rather than focus solely on the Project in Egypt being subject to a legal dispute (which may include Arrowhead, in the future, making a claim for financial compensation for the damage it has suffered). Whilst the Board considers that it has a strong legal position, it understands that investors will likely not ascribe any value to the Project in determining the price at which they will invest.

Mr Rosenstreich commented "that nobody should underestimate our resolve to gain appropriate compensation for the actions of our Egyptian partner. However, from an Arrowhead shareholder perspective, we need to take a commercial view, move on, and look for new opportunities. The situation in Egypt can't drive Arrowhead's future; that is something we intend to retain control of. Along the way, obviously, we also hope that the Government of Egypt understands the implications of increasing sovereign risk and the ramifications of failing to do so will have on attracting international investment into Egypt. Time will tell."

The Company provided a full update on the ECMR dispute to ASX on 17 August, 2015 which enabled its shares to resume trading after the trading halt put in place on the 2 April, 2015 when the ECMR dispute first emerged.

2. Corporate

2.1 Financial Position

Cash at the end of the September quarter was $40k. Total net operating outgoings for the quarter were $65k, which comprises largely administration and legal costs. The Company's forecast

expenditure for the December, 2015 quarter of approximately $167k is subject to the successful execution of the refinancing strategy referred to in section 2.3 below.

2.3 Corporate Strategy

The Board has been focused on a debt and capital restructuring process as the first step toward recapitalising the Company. During the September quarter the following milestones toward achieving that goal were attained, including:

• The Board advised ASX and shareholders that it considered it to be highly unlikely that the Company will regain access to the Abu Dabbab Project or its other interests and assets in Egypt. The realisation of this position effectively settled the speculation and uncertainty and whilst an adverse position, enabled trading of the Company's shares to resume on ASX;
• The following agreements were finalised and approved at a General Meeting of Shareholders on 29 September, 2015:
  • Agreement reached with creditors whereby creditors owed a total of $426,540 have been issued 142,500,000 ordinary shares in the Company in satisfaction of all amounts owing;
  • Agreement reached with Gandel Metals Pty Limited, an entity associated with former chairman, Mr Ian Gandel, whereby Gandel Metals will be issued 18,000,000 post consolidation ordinary shares in full satisfaction of an amount outstanding of $180,000 and will forgive all other amounts owing, which at 30 June 2015 totalled $3,437,291. This agreement is subject to the raising of not less than $1.2 million in new equity. The repayment date of the loans from Gandel Metals Pty Limited was extended to 30 November 2015 to facilitate satisfaction of the conditions;
  • Agreement reached with Ventureworks JDK Pty Limited, an entity associated with Mr John Kenny, a non-executive director of the Company, whereby Ventureworks JDK will be issued 9,600,000 post consolidation ordinary shares in full satisfaction of an amount outstanding of $96,000 and will forgive all other amounts owing, which at 30 June 2015 totalled $30,000. This agreement is subject to the raising of not less than $1.2 million in new equity;
  • Consolidation of the Company's share capital on the basis of one new share for every 100 existing shares;
  • Replacement of the Company's constitution; and
  • Change of the Company name to Arrowhead Resources Limited.
• Arrowhead entered into a mandate agreement with CPS Capital Group Pty Limited (CPS) whereby CPS will act as lead manager, broker and underwriter to the proposed renounceable rights issue (Proposed Rights Issue) to raise $1,428,436 (before costs) at 1 cent per share. CPS also provided a loan facility of $100,000 for working capital. The loan funds were received on 25 August 2015 and are to be repaid from the proceeds of the Proposed Rights Issue.

Activities in the December quarter will be focused on the recapitalisation process with a prospectus for the Proposed Rights Issue planned to be lodged with ASX in mid- October, 2015. The funds raised from the Proposed Rights Issue will provide the Company with general working capital including funds to identify, assess and secure a new mining project. An outline of the target parameters for that project were reported to ASX on 17 August, 2015. The identification and assessment of those opportunities has already commenced, notwithstanding that any progression of a transaction will be contingent on the completion of the Proposed Rights Issue.

2.4 Other Corporate Matters

Mr Jon Starink resigned as an Executive Director of the Company on the 31 July, 2015.

3. Exploration

There were no material exploration activities during the quarter. The Company received a letter from the Eritrean Ministry of Energy and Mines on 19 August, 2015 stating that the Adobha and Gerasi South Exploration Licences had been terminated. This followed the Company's unsuccessful efforts over the preceding 12 months to joint venture or sell these tenements and the Company did not contest this decision. Final wind-down and closure activities are in progress in Eritrea.

Attachment 1 Tenement Details

Tenements Held at 30 September 2015

Country	Project	Tenement	Status	Interest held by Arrowhead
Egypt	Abu Dabbab	Exploitation Licence 1658	Granted	50%1
Egypt	Abu Dabbab	Exploitation Licence 1659	Granted	50%1
Egypt	Nuweibi	Exploitation Licence 1785	Granted	50%1

Notes:

1. Arrowhead holds 50% of the shares in TE JSC which holds the exploitation licences. The Company may be unable to regain control of Tantalum Egypt' JSCs Exploitation Licences including the Abu Dabbab Project, as a result of ECMR seeking to dissolve Tantalum Egypt JSC and re-tender the Project's Exploitation Licences.

Schedule of Mining Tenements acquired and disposed of during the quarter

Country	Project	Tenement	Status	Interest held by Arrowhead
Eritrea	Adobha	Exploration Licence	Granted	Nil%2
Eritrea	Adobha (Gerasi South)	Exploration Licence	Granted	Nil%2
Notes:

1. These licences were terminated by the Ministry of Energy and Mines in Letter dated 19 August, 2015.

2. As stated above the Company may be unable to regain control of Tantalum Egypt' JSC's Exploitation Licences including the Abu Dabbab Project, as a result of ECMR seeking to dissolve Tantalum Egypt JSC and re-tender the Project's Exploitation Licences.

Rule 5.5

Appendix 5B

Mining exploration entity and oil and gas exploration entity quarterly report

Name of entity
	Gippsland Limited
ABN		Quarter ended ("current quarter")
	31 004 766 376	30 September2015
	Consolidated statement of cash flows
		Current quarter	Year to date (3 months)
	Cash flows related to operating activities	$A'000	$A'000
1.1	Receipts from product sales and related debtors	-	-
1.2	Payments for(a) exploration & evaluation(b) development(c) production*(d) administration	---(65)	---(65)
1.3	Dividends received
1.4	Interest and other items of a similar nature received	-	-
1.5	Interest and other costs of finance paid	-	-
1.6	Income taxes paid
1.7	Other	-	-
	Net Operating Cash Flows	(65)	(65)
1.81.9	Cash flows related to investing activitiesPayment for purchases of: (a) prospects(b) equity investments(c) other fixed assetsProceeds from sale of:(a) prospects	-	-
	(b) equity investments(c) other fixed assets	15	15
1.10	Loans to other entities
1.11	Loans repaid by other entities
1.12	Other (provide details if material)
	Net investing cash flows	15	15
1.13	Total operating and investing cash flows	(50)	(50)
1.14	Cash flows related to financing activitiesProceeds from issues of shares, options, etc.	-	-
1.15	Proceeds from sale of forfeited shares	-	-
1.16	Proceeds from borrowings	81	81
1.17	Repayment of borrowings	-	-
1.18	Dividends paid	-	-
1.19	Other	-	-
	Net financing cash flows (carried forward)	81	81

	Net financing cash flows (brought forward)	81	81
	Net increase (decrease) in cash held	31	31
1.20	Cash at beginning of quarter/year to date	9	9
1.21	Exchange rate adjustments to item 1.20	-	-
1.22	Cash at end of quarter	40	40

Payments to directors of the entity, associates of the directors, related entities of the entity and associates of the related entities

		Current quarter$A'000
1.23	Aggregate amount of payments to the parties included in item 1.2	45
1.24	Aggregate amount of loans to the parties included in item 1.10	Nil

1.25 Explanation necessary for an understanding of the transactions

Payments of consulting fees and office contribution to directors and director related entities.

Non-cash financing and investing activities

2.1 Details of financing and investing transactions which have had a material effect on consolidated assets and liabilities but did not involve cash flows

Borrowings of $19k were paid directly by the lender to a creditor and did not involve cash flows of the Group. Creditors owed a total of $426k were issued 142,500,000 ordinary shares in the Company in satisfaction of all amounts owing.

2.2 Details of outlays made by other entities to establish or increase their share in projects in which the reporting entity has an interest

None

Financing facilities available

		Amount available	Amount used
		$A'000	$A'000
3.1	Loan facilities	-	3,437
3.2	Credit standby arrangements	-	-

Estimated cash outflows for next quarter

		$A'000
4.1	Exploration and evaluation	45
4.2	Development	-
4.3	Production	-
4.4	Administration	122
	Total	167

Reconciliation of cash

Reconciliation of cash at the end of the quarter (as shown in theconsolidated statement of cash flows) to the related items in theaccounts is as follows.		Current quarter$A'000	Previous quarter$A'000
5.1	Cash on hand and at bank	40	9
5.2	Deposits at call	-	-
5.3	Bank overdraft	-	-
5.4	Other (provide details)	-	-
	Total: cash at end of quarter (item 1.22)	40	9

Changes in interests in mining tenements and petroleum tenements

		Tenement	Nature of	Interest at	Interest at end of
		reference and	interest	beginning of	quarter
		location	(note (2))	quarter
6.1	Interests in mining tenements	Adobha, Eritrea		100%	Nil
	and petroleum tenements	Gerasi South,		100%	Nil
	relinquished, reduced or lapsed	Eritrea
6.2	Interests in mining tenements
	and petroleum tenements
	acquired or increased

Issued and quoted securities at end of current quarter

		Total number	Number quoted	Issue price per	Amount paid up
				security (see note3) (cents)	per security (seenote 3) (cents)
7.1	Preference +securities(description)
7.2	Changes during quarter(a) Increases through issues(b) Decreases through returnsof capital, buy-backs,redemptions
7.3	+Ordinary securities	2,040,622,866	2,040,622,866
7.4	Changes during quarter(a) Increases through issues(b) Decreases through returnsof capital, buy-backs	142,500,000	142,500,000
7.5	+Convertible debt securities(description)
7.6	Changes during quarter(a) Increases through issues(b) Decreases throughsecurities matured, converted
7.7	Options	-	-	Exercise price	Expiry date
7.8	Issued during quarter
7.9	Exercised during quarter
7.10	Expired during quarter
7.11	Debentures (totals only)
7.12	Unsecured notes (totals only)

Compliance statement

• 1 This statement has been prepared under accounting policies which comply with accounting standards as defined in the Corporations Act or other standards acceptable to ASX (see note 5).
• 2 This statement does /does not* (delete one) give a true and fair view of the matters disclosed.

Director: R Caren Date: 7 October 2015

Notes

• 1 The quarterly report provides a basis for informing the market how the entity's activities have been financed for the past quarter and the effect on its cash position. An entity wanting to disclose additional information is encouraged to do so, in a note or notes attached to this report.
• 2 The "Nature of interest" (items 6.1 and 6.2) includes options in respect of interests in mining tenements and petroleum tenements acquired, exercised or lapsed during the reporting period. If the entity is involved in a joint venture agreement and there are conditions precedent which will change its percentage interest in a mining tenement or petroleum tenement, it should disclose the change of percentage interest and conditions precedent in the list required for items 6.1 and 6.2.
• 3 Issued and quoted securities The issue price and amount paid up is not required in items 7.1 and 7.3 for fully paid securities*.*
• 4 The definitions in, and provisions of, AASB 6: Exploration for and Evaluation of Mineral Resources and AASB 107: Statement of Cash Flows apply to this report.
• 5 Accounting Standards ASX will accept, for example, the use of International Financial Reporting Standards for foreign entities. If the standards used do not address a topic, the Australian standard on that topic (if any) must be complied with.