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NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

For the General Meeting to be held on

Wednesday, 24 June 2009 at 10.00am (WST) at Suite 4, 207 Stirling Highway, Claremont WA 6010, Australia.

As this is an important document, please read it carefully.

If you are unable to attend the General Meeting, please complete the proxy form enclosed and return it in accordance with the instructions set out on that form.

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the Shareholders of Gippsland Limited ("Gippsland" or the "Company") will be held at:

Suite 4, 207 Stirling Highway Commencing at Claremont, WA 6010 10.00am (WST) Australia on 24 June 2009

How to Vote

You may vote by attending the meeting in person, by proxy or authorised representative.

Voting in Person

To vote in person, attend the meeting on the date and at the place set out above.

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of General Meeting as soon as possible and either:

send the proxy by facsimile to the Company on facsimile number (08) 9340 6060 (International: + 61 8 9340 6060); or
deliver the proxy to the registered office of the Company at Suite 4, 207 Stirling Highway, Claremont WA 6010, Australia; or
mail the proxy to PO Box 352, Nedlands WA 6909, Australia;

so it is received not later than 10.00am (WST) on Monday, 22 June 2009.

Your proxy form is enclosed.

NOTES:

A Shareholder of the Company who is entitled to attend and vote at an meeting of Shareholders is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the Shareholder's voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes. A proxy need not be a Shareholder of the Company.
Where a voting exclusion applies, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote in accordance with the directions on the proxy form to vote as the proxy decides or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.
For the purposes of the Corporations Act, the Directors have set a snapshot time and date to determine the identity of those entitled to attend and vote at the General Meeting. The snapshot time and date is 5.00pm (WST) on Monday, 22 June 2009.

GIPPSLAND LIMITED ABN 31 004 766 376

NOTICE OF GENERAL MEETING

Notice is given that a General Meeting of Shareholders of Gippsland Limited ("Gippsland" or the "Company") will be held at Suite 4, 207 Stirling Highway, Claremont WA 6010, Australia, at 10.00am (WST) on Wednesday 24 June 2009.

AGENDA

SPECIAL BUSINESS

The Explanatory Statement which accompanies and forms part of this Notice and describes the matter to be considered as special business. Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in the Explanatory Statement.

Resolution 1: Ratify previous issue of 43,969,500 unlisted Convertible Notes

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue on 28 April 2009 of a total of 43,969,500 unlisted Convertible Notes convertible at a conversion price of 1 cent per Share into 43,969,500 Shares, maturing on the earlier of 28 April 2010 and the date repayment is demanded in accordance with the terms of the Convertible Loan Agreement, further details of which are set out in the Explanatory Statement."

The Company will disregard any votes cast on this resolution by a person who participated in the issue and an associate of that person (or those persons). However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or if it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanation: The Company may issue no more than that number of securities that equate to 15% of its issued capital in any year without Shareholder approval.

Resolution 2: Approval to issue up to 44,030,500 unlisted Convertible Notes

To consider and if thought fit, to pass, with or without amendment, the following as an ordinary resolution:

“That for the purpose of Listing Rule 7.1 and for all other purposes, the Company is authorised to issue up to 44,030,500 unlisted Convertible Notes convertible at a conversion price of 1 cent per Share into 44,030,500 Shares, maturing on the earlier of 28 April 2010 and the date repayment is demanded in accordance with the terms of the Convertible Loan to Abbotsleigh Proprietary Limited ACN 005 612 377 as trustee for the I. Gandel Share Investment Trust (or its nominee/s), further details of which are set out in the Explanatory Statement”.

The Company will disregard any votes cast on this resolution by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the resolution is passed, and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Short Explanation: The Company may issue no more than that number of securities that equate to 15% of its issued capital in any year without Shareholder approval.

Resolution 3: Ratify previous issue of 4,545,454 Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue on 2 March 2009 of a total of 4,545,454 Shares at an issue price of 2.2 cents (equivalent to approximately £0.01 using the exchange rate applicable as at the date of issue) per Share, further details of which are set out in the Explanatory Statement."

Short Explanation: The Company may issue no more than that number of securities that equate to 15% of its issued capital in any year without Shareholder approval.

Resolution 4: Election of Ian Gandel as a Director

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That in accordance with clause 13.3 of the Constitution and section 201G of the Corporations Act, Mr Ian Gandel be appointed as a Director"

Short Explanation: The Company in General Meeting may appoint a director.

Resolution 5: Approval for issue of 20,000,000 Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That for the purpose of Listing Rule 7.1 and all other purposes, the Company approves the allotment and issue of up to 20,000,000 Shares at an issue price per Share not less than 80% of the average market price of the Company’s shares trading on ASX over the last five days on which sales of the Shares are recorded before the date of issue on the terms and conditions set out in the Explanatory Statement".

Short Explanation: The Company may issue no more than that number of securities that equate to 15% of its issued capital in any year without Shareholder approval.

DATED THIS 20[TH] DAY OF MAY 2009

BY ORDER OF THE BOARD

Mr RJ (Jack) Telford Director

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EXPLANATORY STATEMENT

This Explanatory Statement and all attachments are important documents. They should be read carefully.

If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

Certain abbreviations and other defined terms are used throughout this Explanatory Statement. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations used are set out in the Glossary contained in this Explanatory Statement.

This Explanatory Statement has been prepared for the Shareholders of Gippsland in connection with the General Meeting of the Company to be held at 10.00am (WST) on Wednesday, 24 June 2009 at Suite 4, 207 Stirling Highway, Claremont, Western Australia.

RESOLUTION 1 – RATIFICATION OF ISSUE OF UNLISTED CONVERTIBLE NOTES
1.1 Background

On 17 April 2009, the Company advised ASX that it had on 16 April 2009 entered into a convertible loan ( “Convertible Loan”) with Abbotsleigh Pty Limited as trustee for the I.Gandel Share Investment Trust ( “Lender” ). A total sum of $800,000 is to be provided pursuant to the Convertible Loan which is convertible into Shares at a conversion rate of one share in the Company for every one cent ($0.01) of the amount outstanding under the loan. An initial amount of $439,695 (“ First Tranche ”) was advanced on or about 28 April 2009. A second tranche of $360,305 (" Second Tranche "), being the balance of the funding, will be advanced subject to the Company obtaining Shareholder approval the subject Resolutions 1 and 2. The loan accrues interest at the rate of 10% per annum.

On 28 April 2009 the Company issued 43,969,500 unlisted Convertible Notes convertible at a conversion price of 1 cent per Share into 43,969,500 Shares in respect of the First Tranche funds.

1.2 ASX Listing Rule Requirements

Listing Rule 7.4 permits the ratification of previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set by Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further securities up to 15% of the issued capital of the company without requiring shareholder approval.

The Company wishes to ratify this issue pursuant to Listing Rule 7.4, in order to allow the Company to have the right to place up to a further 15% of its issued capital at any time during the next 12 months.

1.3 ASX Listing Rule Disclosure Requirements

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) a total of 43,969,500 unlisted Convertible Notes were allotted and issued;
(b)
- the unlisted Convertible Notes were issued with a face value of 1 cent each;
(c) the terms and conditions of the unlisted Convertible Notes are set out in Annexure A to this Explanatory Statement, the Shares issued upon conversion of the Convertible Notes will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the unlisted Convertible Notes were issued to Abbotsleigh Pty Limited as trustee for the I.Gandel Share Investment Trust, an unrelated party of the Company; and
(e) funds raised from the issue were used for working capital purposes.
1.4 Directors' Recommendation

The Board believes that Resolution 1 is beneficial for the Company.

The Board recommends Shareholders vote in favour of Resolution 1 as the Convertible Loan has provided finance for the Company to achieve its business objectives. Should Shareholder approval not be granted the Second Tranche of funds under the Convertible Loan will not be advanced.

2. RESOLUTION 2 - APPROVAL TO ISSUE UNLISTED CONVERTIBLE NOTES

2.1 Background

As noted in section 1.1, the Company has entered into the Convertible Loan. As a condition precedent to the drawdown of the Second Tranche, the Company must obtain the approval of its Shareholders for the issue of the remaining 44,030,500 unlisted Convertible Notes. The Convertible Notes to be issued pursuant to this Resolution 2 will allow for the conversion of principal and interest under the Convertible Loan. In the event that a conversion of Convertible Notes would cause the Lender to breach chapter 6 of the Corporations Act (" Conversion Limit "), then the amount equal to the excess of the Conversion Limit will be repaid by the Company in cash.

2.2 ASX Listing Rule Requirements

Listing Rule 7.1 provides, in summary, that a listed company may not issue equity securities in any 12 month period which, when aggregated with the equity securities issued by a company during the previous 12 months, will exceed 15% of the total number of fully paid ordinary shares on issue in the company at the beginning of the 12 month period, except with the prior approval of shareholders.

2.3 ASX Listing Rule Disclosure Requirements

The following information is provided in accordance with ASX Listing Rule 7.3:

(a) the maximum number of unlisted Convertible Notes to be issued is 44,030,500;
(b) the Company will allot and issue the unlisted Convertible Notes no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
(c) the unlisted Convertible Notes will be allotted progressively;
(d) the unlisted Convertible Notes will be issued with a face value of 1 cent each;
(e) the names of the allottees are currently unknown but will be nominated by Abbotsleigh Pty Limited as trustee for the I.Gandel Share Investment Trust and will not be related parties of the Company or its associates;
(f) the terms and conditions of the unlisted Convertible Notes are set out in Annexure A to this Explanatory Statement, the Shares issued upon conversion of the Convertible Notes will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue; and
(g) funds raised from the issue will be used for working capital purposes.

2.4 Directors' Recommendation

The Board believes that Resolution 2 is beneficial for the Company.

The Board recommends Shareholders vote in favour of Resolution 2 as the Convertible Loan will provide finance for the Company to achieve its business objectives. Should Shareholder approval not be granted the second tranche of funds under the Convertible Loan will not be advanced.

RESOLUTION 3 – RATIFY PREVIOUS ISSUE OF 4,545,454 SHARES

3.1 Background

On 2 March 2009, the Company announced to ASX and AIM that it had issued a total of 4,545,454 Shares at 2.2 cents per Share (" March Placement ") raising gross funds of $100,000.

Subject to certain exceptions, none of which are relevant here, the Directors are restricted by Listing Rule 7.1 from issuing or agreeing to issue new securities in the Company in any 12 month period, which amount to more than 15% of the Company’s ordinary securities on issue without shareholder approval (" 15% Limit ").

The number of Shares issued under the March Placement represents approximately 1.4% of the Company’s share capital on issue, immediately prior to the issue of the placement Shares. This previous issue did not breach the 15% Limit.

The following information is provided to Shareholders for the purposes of Listing Rule 7.5:

(a) a total of 4,545,454 Shares were allotted and issued;
(b) the Shares were issued for 2.2 cents per Share;
(c) the Shares are fully paid ordinary shares that rank equally in all respect with existing Shares;
(d) the names of the allottees to whom the Shares were allotted are as follows:

	No. of Shares	$
Situate Pty Ltd	2,272,727	50,000
RDP Paterson Pty Ltd Fund>	2,272,727	50,000
Total	4,545,454	100,000

(e) none of the allottees are related parties to the Company or its associates; and

(f) the funds raised by the issue of the Shares the subject of Resolution 3 have, and will be used to fund further development of the Company’s Abu Dabbab tantalum/tin project and for working capital.

3.2 Directors’ Recommendation

If Resolution 3 is passed, the 15% Limit imposed by Listing Rule 7.1 will be renewed to the extent of the ratification. The Directors unanimously recommend that Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – ELECTION OF IAN GANDEL

4.1 Background

Resolution 4 seeks approval for the appointment of Mr Ian Gandel as a Director with effect from the end of the Meeting.

Clause 13.3 of the Constitution and section 201G of the Corporations Act provides that the Company may appoint a Director by a resolution passed in general meeting.

4.2 Information regarding appointment

Mr Gandel brings to the Company significant skills and resources which will be vital to the Company’s ability to progress and develop the Abu Dabbab tantalum project in Egypt. A short curriculum vitae of Mr Gandel is set out below:

Ian Gandel

LLB, BEc, FCPA, FAICD

Mr Gandel is a successful Melbourne businessman with extensive experience in retail management and retail property. He has been a director of the Gandel Retail Trust and has had an involvement in the construction and leasing of Gandel shopping centres. Through his private investment vehicles, Mr Gandel has been an investor in the mining industry since 1994. Gandel Metals Pty Ltd is currently a substantial holder in a number of publicly listed Australian companies and now holds and explores tenements in its own right in Victoria and Western Australia. Ian is also a non-executive director of Alliance Resources Ltd and Alkane Exploration Limited.

5. RESOLUTION 5 - APPROVAL TO ISSUE SHARES

5.1 Background

Resolution 5 seeks Shareholder approval to the issue of a maximum of 20,000,000 Shares at an issue price per Share not less than 80% of the average market price of the Company’s shares trading on ASX over the last five days on which sales of the Shares are recorded before the date of issue. The funds will be applied to the costs of due diligence related to the Abu Dabbab project financing, the bankable feasibility study revision for Abu Dabbab and for general working capital.

5.2 ASX Listing Rule Requirements

5.3 ASX Listing Rule Disclosure Requirements

The following information in relation to the Shares to be issued is provided to Shareholders for the purposes of Listing Rule 7.3:

(a) the maximum number of Shares the Company can issue is 20,000,000;
(b) the Company will allot and issue the Shares no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
(c) the Shares will be allotted and issued on one date;
(d) the Shares will be issued at an issue price per Share not less than 80% of the average market price of the Shares trading on ASX over the last five days on which sales of the Shares are recorded before the date of issue;
(e) the Shares will be issued and allotted to applicants to be determined by the Directors. No decision has, as yet, been made by the Directors in respect of determining the identity of the allottees, save that the allottees will be unrelated parties of the Company. None of the allottees will be related parties of the Company;
(f) the Shares will be fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue; and
(g) the purpose of the issue will be to raise funds to be applied to the costs of due diligence related to the Abu Dabbab project financing, the bankable feasibility study revision for Abu Dabbab and for general working capital.

5.4 Directors' Recommendation

The facility to place 20,000,000 shares will provide the Company with working capital to progress the Abu Dabbab project through to development. The Directors of the Company unanimously recommend that Shareholders vote in favour of Resolution 5.

6. ENQUIRIES

Shareholders are invited to contact the Company Secretary, Rowan Caren on (08) 9226 0085 if they have any queries in respect of the matters set out in these documents.

GLOSSARY

	GLOSSARY
"$"	means Australian dollars;
"AIM"	means the Alternative Investment Market of the London Stock
	Exchange;
"ASX"	means ASX Limited and, where the context permits, the
	Australian Securities Exchange operated by ASX Limited;
"Board"	means the board of Directors;
"Company" or "Gippsland"	means Gippsland Limited ABN 31 004 766 376;
"Constitution"	means the Company's Constitution;
"Convertible Loan"	means the $800,000 loan between the Company (as borrower) and
	Abbotsleigh Pty Limited as trustee for the I. Gandel Share Investment
	Trust (as lender) dated 16 April 2009;
"Convertible Note"	means an unlisted convertible note with a face value of 1 cent;
"Corporations Act"	means the Corporations Act 2001 (Cth);
"Directors"	means the directors of the Company;
"First Tranche"	means the amount of $439,695 made available pursuant to the
	Convertible Loan;
"Listing Rules"	means the Listing Rules of ASX;
"Notice", "Notice of General	means the notice of meeting which accompanies this Explanatory
Meeting"	Statement;
"Resolution"	means a resolution proposed pursuant to the Notice;
"Second Tranche"	means the amount of $360,305 made available pursuant to the
	Convertible Loan;
"Shareholders"	means the holders of the Shares;
"Share"	means a fully paid ordinary share in the Company; and
"WST"	means Australian Western Standard Time.

ANNEXURE A

TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES

The following are the terms and conditions of the unlisted Convertible Notes the subject of Resolutions 1 and 2 being put before Shareholders.

(i) The unlisted Convertible Notes will be issued with a face value of 1 cent each.
(ii) No certificates will be issued for the Convertible Notes.
(iii) The Convertible Notes will mature on 28 April 2010.
(iv) The Convertible Notes may be redeemed by the holder by the provision of 4 weeks prior written notice to the Company (" Conversion Notice ").
(v) After receipt of a Conversion Notice the Company will:
(a) within 4 weeks of receipt issue the Share the subject of the Convertible Note (" Conversion Share ") the Business Day prior to compliance with the requirements of clause (v)(c);
(b) apply for quotation of the Conversion in accordance with the Listing Rules within 5 Business Days of the issue of the Conversion Shares; and
(c) either:
1. in accordance with section 708A(5) of the Corporations Act 2001 (Cth), lodge a cleansing statement in relation to the issue of the Conversion Share with the ASX within 5 Business Days of the issue of the Conversion Share using the Company's best endeavours; or
2. if the Company is are unable to comply with each of the obligations required to issue a cleansing statement, lodge a disclosure document complying with part 6D.2 of the Corporations Act 2001 (Cth) within 5 Business Days of the issue of the Conversion Share.
(vi) If, at any time after the drawdown date under the Convertible Loan but before the date the whole of the Amount Outstanding (being the loan and all accrued interest from time to time, less any portion of the both repaid early or converted), has been converted, there occurs any reduction, repayment by way of reduction, consolidation or division of the issued capital of the Company, then holder's entitlement to convert and the conversion rate must be adjusted in accordance with ASX Listing Rule 7.21 so that the holder is not disadvantaged.
(vii) All Convertible Notes that are repaid or converted shall be cancelled and not reissued.

PROXY FORM

APPOINTMENT OF PROXY

GIPPSLAND LIMITED

ABN 31 004 766 376

GENERAL MEETING

Being a Member of Gippsland Limited entitled to attend and vote at the General Meeting, hereby appoint

Name of proxy ________________

of (address) __________________

or failing the person so named or, if no person is named, the Chairman of the General Meeting, to vote in accordance with the following directions or, if no directions have been given, as the proxy sees fit at the General Meeting to be held at Suite 4, 207 Stirling Highway, Claremont WA 6010, Australia on Wednesday 24 June 2009 at 10.00am (WST) and at any adjournment thereof.

Resolution 1 Ratify previous issue of unlisted Convertible Notes Resolution 2 Approval to issue unlisted Convertible Notes Resolution 3 Ratify previous issue of Shares Resolution 4 Appointment of Mr Ian Gandel as a Director Resolution 5 Approval for issues of 20,000,000 Shares	FOR	AGAINST	ABSTAIN

If the Chairman of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy, please place a mark in the adjacent box.

You must either mark the boxes directing your proxy how to vote or mark the box indicating that you do not wish to direct your proxy how to vote, otherwise this appointment of proxy form may be held invalid.

If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is __%.

Signed this	day of	2009
By:	Individuals and joint holders	Companies (affix common seal if appropriate)
Signature	______	Director ________
Signature	_______	Director/Company Secretary____
Signature	______	Sole Director and Sole Company Secretary

Instructions for Completing Appointment of Proxy Form

A Shareholder entitled to attend and vote at a general meeting is entitled to appoint not more than two proxies to attend and vote on their behalf. Where more than one proxy is appointed, such proxy must be allocated a proportion of the Shareholderʹs voting rights. If the Shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half the votes.
A duly appointed proxy need not be a Shareholder of the Company. In the case of joint holders, all must sign.
Corporate Shareholders should comply with the execution requirements set out on the Proxy Form or otherwise with the provisions of Section 127 of the Corporations Act. Section 127 of the Corporations Act provides that a company may execute a document without using its common seal if the document is signed by:
2 directors of the company;
a director and a company secretary of the company; or
for a proprietary company that has a sole director who is also the sole company secretary - that director.

For the Company to rely on the assumptions set out in Section 129(5) and (6) of the Corporations Act, a document must appear to have been executed in accordance with Section 127(1) or (2). This effectively means that the status of the persons signing the document or witnessing the affixing of the seal must be set out and conform to the requirements of Section 127(1) or (2) as applicable. In particular, a person who witnesses the affixing of a common seal and who is the sole director and sole company secretary of the company must state that next to his or her signature.

Completion of a Proxy Form will not prevent individual Shareholders from attending the meeting in person if they wish. Where a Shareholder completes and lodges a valid proxy form and attends the meeting in person, then the proxyʹs authority to speak and vote for that Shareholder is suspended while the Shareholder is present at the meeting.
Where a Proxy Form or form of appointment of corporate representative is lodged and is executed under power of attorney, the original power of attorney, or certified copy thereof, must be lodged in like manner as this proxy.

AI assistant

STREAMPLAY STUDIO LIMITED — Proxy Solicitation & Information Statement 2009

65841_rns_2009-05-21_131eb556-8c5c-41e6-982e-abee9423a664.pdf

NOTICE OF GENERAL MEETING

AND

EXPLANATORY STATEMENT

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

How to Vote

Voting in Person

Voting by Proxy

NOTES:

NOTICE OF GENERAL MEETING

AGENDA

SPECIAL BUSINESS

Resolution 1: Ratify previous issue of 43,969,500 unlisted Convertible Notes

Resolution 2: Approval to issue up to 44,030,500 unlisted Convertible Notes

Resolution 4: Election of Ian Gandel as a Director

Resolution 5: Approval for issue of 20,000,000 Shares

EXPLANATORY STATEMENT

1.2 ASX Listing Rule Requirements

2. RESOLUTION 2 - APPROVAL TO ISSUE UNLISTED CONVERTIBLE NOTES

2.1 Background

2.2 ASX Listing Rule Requirements

2.4 Directors' Recommendation

3.1 Background

3.2 Directors’ Recommendation

4. RESOLUTION 4 – ELECTION OF IAN GANDEL

4.1 Background

4.2 Information regarding appointment

Ian Gandel

LLB, BEc, FCPA, FAICD

5. RESOLUTION 5 - APPROVAL TO ISSUE SHARES

5.1 Background

5.2 ASX Listing Rule Requirements

5.3 ASX Listing Rule Disclosure Requirements

5.4 Directors' Recommendation

6. ENQUIRIES

GLOSSARY

ANNEXURE A

TERMS AND CONDITIONS OF THE CONVERTIBLE NOTES

APPOINTMENT OF PROXY

GIPPSLAND LIMITED

GENERAL MEETING

Instructions for Completing Appointment of Proxy Form

More from STREAMPLAY STUDIO LIMITED

STREAMPLAY STUDIO LIMITED Proxy Solicitation & Information Statement 2009