STREAMPLAY STUDIO LIMITED — Proxy Solicitation & Information Statement 2011

Dec 19, 2011

GIPPSLAND LIMITED ACN 004 766 376

NOTICE OF EXTRAORDINARY GENERAL MEETING

TIME: 11am WST

DATE: Friday 20 January 2012

PLACE: Suite 4, 207 Stirling Highway, Claremont, Western Australia

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (+61 8) 9340 6000.

CONTENTS PAGE

Business of the Meeting (setting out the proposed resolutions)	3
Explanatory Statement (explaining the proposed resolutions)	4
Glossary	6
Proxy Form	7

IMPORTANT INFORMATION

TIME AND PLACE OF MEETING

Notice is given that the extraordinary general meeting of the Shareholders to which this Notice of Meeting relates will be held at 11am WST on Friday 20 January 2012 at:

Suite 4, 207 Stirling Highway, Claremont, Western Australia

YOUR VOTE IS IMPORTANT

The business of the Extraordinary General Meeting affects your shareholding and your vote is important.

VOTING ELIGIBILITY

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Extraordinary General Meeting are those who are registered Shareholders at 11am WST on Wednesday 18 January 2012.

VOTING IN PERSON

To vote in person, attend the Extraordinary General Meeting at the time, date and place set out above.

VOTING BY PROXY

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this Extraordinary General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and
• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and
• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and
• if the proxy is the chair of the meeting at which the resolution is voted on the proxy must vote on a poll, and must vote that way (i.e. as directed); and
• if the proxy is not the chair the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
• the appointed proxy is not the chair of the meeting; and
• at the meeting, a poll is duly demanded on the resolution; and
• either of the following applies:
  • o the proxy is not recorded as attending the meeting;
  • o the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – SALE OF INTEREST IN HEEMSKIRK TIN JOINT VENTURE

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

"That approval is given for the sale by the Company of its interest in the Heemskirk Tin Joint Venture to Columbus Metals Limited ABN 89 127 557 340, a subsidiary of Stellar Resources Limited ABN 96 108 758 961, on the terms and conditions described in the Explanatory Statement accompanying this Notice of Meeting."

DATED: 19 DECEMBER 2011

BY ORDER OF THE BOARD

MR ROWAN CAREN COMPANY SECRETARY

EXPLANATORY STATEMENT

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolution which is the subject of the business of the Meeting.

1. RESOLUTION 1 – SALE OF INTEREST IN HEEMSKIRK TIN JOINT VENTURE

1.1 General

As announced to ASX on 2 November 2011, the Company has entered into a sale and purchase agreement (Sale Agreement), pursuant to which the Company has agreed, subject to obtaining Shareholder approval, to sell its 40% joint venture interest (reducing to 30% on the terms disclosed below) in the Heemskirk Tin Joint Venture (JV Interest) to Columbus Metals Limited (Columbus), a wholly owned subsidiary of Stellar Resources Limited (Stellar).

Gippsland and Columbus are participants in an unincorporated joint venture in relation to retention licence 5/1997 located in Tasmania (Licence). Gippsland is the beneficial owner of a 40% interest in the Heemskirk Tin Joint Venture and under the terms of the JV Agreement Gippsland's JV Interest is free carried by Columbus until the completion of a bankable feasibility study, accompanied by a written commitment from a mutually acceptable bank or other organisation, to lend Gippsland on mutually acceptable terms and conditions not less than half of all costs required to be met by Gippsland for the development of the mine up to the date of commencement of commercial production. Pursuant to the terms of the JV Agreement, upon completion of an Acceptable Feasibility Study (as defined in the JV Agreement) Gippsland's JV Interest will reduce to 30%. In addition, upon commencement of Commercial Mining Operations (as defined in the JV Agreement), Gippsland shall not be entitled to receive for its own benefit its share of the proceeds from mining operations until it has repaid to Columbus 75% of expenditures contributed by Columbus on behalf of Gippsland, being 30% of all expenditures incurred until the completion of the Acceptable Feasibility Study together with interest.

Due to the passage of time since the Heemskirk Tin Joint Venture was established in the 1970's and the scarcity of previous records, it is difficult to determine the aggregate amount of Gippsland's joint venture expenditure which has been paid by Columbus Metals and its predecessors to date. However, Columbus Metals has estimated, but Gippsland has neither verified nor accepted, that Columbus Metals and its predecessors have incurred total joint venture expenditure of $3,200,000 (including interest) on behalf of Gippsland since the Heemskirk Tin Joint Venture was established. Seventy five per centum (75%) of that amount i.e. $2,400,000 would be repayable by Gippsland to Columbus Metals if the Heemskirk Tin Joint Venture were still in force when commercial production commences, plus other amounts including 75% of the additional expenditure Columbus Metals will incur in order to complete an Acceptable Feasibility Study.

Accordingly, based on the above, the parties agreed that in consideration for Gippsland's JV Interest, Stellar and Columbus respectively will:

• (a) issue to the Company 43,528,743 fully paid ordinary shares in the capital of Stellar (Consideration Shares); and
• (b) pay to the Company a royalty (as outlined in Section 1.2(c) below).

The Heemskirk Tin Joint Venture comprises the Queen Hill, Severn and Montana deposits which are located immediately northwest of Zeehan on the west coast of Tasmania.

A summary of the material terms of the Sale Agreement are set out in Section 1.2 below.

In addition to any ASX imposed escrow (if any), the Company has voluntarily entered into undertakings with Stellar that:

• (a) 50% of the Consideration Shares will be escrowed for a period of six (6) months from their date of issue; and
• (b) 50% of the Consideration Shares will be escrowed for a period of twelve (12) months from their date of issue.

In the event the Company decides to distribute the Consideration Shares to the Company's Shareholders, any remaining escrow period will expire, subject to requirements of the ASX Listing Rules.

Resolution 1 seeks Shareholder approval for the sale of the Company's interest in the Heemskirk Tin Joint Venture.

1.2 Terms of the Sale Agreement

Pursuant to the Sale Agreement, Columbus will acquire the Company's JV Interest, being a 40% joint venture interest in the Heemskirk Tin Joint Venture on the following key terms:

• (a) (Conditions precedent): completion of the Sale Agreement is conditional upon the satisfaction or waiver of the following conditions:

  • (i) the Stellar shareholders passing a resolution to approve the issue of the Consideration Shares to the Company for the purposes of, inter alia, item 7 of Section 611 of the Corporations Act; and
  • (ii) the Company obtaining Shareholder approval for the disposal of the JV Interest (the subject of Resolution 1).

• (b) (Purchase price): the purchase price for the JV Interest is as follows:

  • (i) 43,528,743 fully paid ordinary shares in the capital of the Stellar (Consideration Shares); and
  • (ii) payment of a royalty to the Company (described in Section 1.2(c) below).

• (c) (Royalty): Columbus shall pay to the Company a net smelter return (NSR) royalty over any future tin production from the Heemskirk Tin Project on the following basis:

  • (i) if the net realised tin price is below $25,000 per tonne, the Company will not be entitled to receive a royalty;
  • (ii) if the net realised tin price is $25,000 per tonne, the royalty payable will be 1% of the net smelter return from the Heemskirk Tin Project;

• (iii) if the net realised tin price is between $25,000 and $30,000 per tonne, the royalty payable will increase by 0.0002% of the net smelter return from the Heemskirk Tin Project for every additional increase in net realised tin price of $1; and

• (iv) if the net realised tin price is $30,000 per tonne or more, the royalty payable will be 2% of the net smelter return from the Heemskirk Tin Project,

(together the Royalty).

• (d) (Future Stellar Capital Raisings): Shareholders should note that the Sale Agreement also provides that, if at any time during the year following completion, Stellar undertakes a capital raising, Stellar must make reasonable endeavours to offer Gippsland a first right of refusal to participate in the capital raising such that Gippsland can maintain its pro rata interest in Stellar at the level it was immediately before the proposed capital raising. Gippsland must either accept or reject the offer from Stellar within 3 business days of the date it is made.
• (e) (Other): With effect from completion under the Sale Agreement, the Heemskirk Tin Joint Venture will be terminated by mutual consent and each party will release the other(s) from all claims under that JV Agreement. Those mutual releases will, inter alia, relieve Gippsland of any potential liability to reimburse Columbus Metals for Gippsland's proportion of joint venture expenditure paid by Columbus Metals and its predecessors prior to Completion.

1.3 Background on Stellar

Stellar is listed on ASX (ASX:SRZ). Stellar holds a portfolio of tenements located in Tasmania, South Australia and New South Wales that have development potential. Key projects, other than Heemskirk Tin, include the Tarcoola Iron Ore Project in central South Australia where it is targeting magnetite and a number of exploration properties targeting copper/gold, uranium, lead/zinc and nickel and a royalty arrangement on a coal orebody near Coober Pedy in South Australia.

Stellar has issued a Notice of Meeting and Explanatory Memorandum (Stellar Meeting Documents) for a meeting of shareholders to be held on Wednesday 25 January 2012 containing the resolution required to be passed by Stellar shareholders to approve the issue of the Consideration Shares to the Company for the purposes of, inter alia, item 7 of Section 611 of the Corporations Act. The Stellar Meeting Documents contain an Independent Expert's Report prepared by Nexia ASR Pty Limited (Nexia) pursuant to section 611 of the Corporations Act and Listing Rule 7.1. Nexia has formed the view that the transaction is not fair but reasonable to the non-associated shareholders of Stellar. The complete Independent Expert's Report may be viewed on the Stellar website or on the ASX website.

Stellar is also seeking approval for the placement of up to 16,323,278 ordinary shares at an issue price per Share of at least 80% of the average market price, with this placement likely to be completed prior to the completion of the Sale Agreement and the issue of the Consideration Shares to the Company.

Upon Completion, the proposed capital structure of Stellar will be as follows1 :

	Changes tothe number ofShares onIssue	Total Shares onIssue	GippslandPercentage
Balance at date of Noticeof Meeting	-	108,821,858	Nil
Stellar placement shares	16,323,278	125,145,136	Nil
ConsiderationSharestobe issued to Gippsland	43,528,743	168,673,879	25.81%2

1.4 Background on the Heemskirk Tin Project

The Heemskirk Tin Project is located near Zeehan on Tasmania's West Coast in an area of historical mining that is well serviced by power, water, transport, mining and other infrastructure.

Drilling by Gippsland Limited in the 1970s and subsequently Aberfoyle Limited during the 1980s identified three tin deposits; Queen Hill, Montana and Severn. In early 2008, Stellar acquired Aberfoyle's 60% interest in the joint venture with Gippsland. Since that time, Stellar has evaluated the historical data base, completed some confirmatory drilling and undertaken metallurgical studies. The Stellar results highlighted the high grade nature of the mineralisation and showed that tin is recoverable using a process similar to that employed at the nearby Renison Bell tin mine.

Deposit		Indicated			Inferred		Total
	kt	% Sn	kt Sn	kt	% Snkt Sn		kt	% Sn	kt Sn
Queen Hill	1,600	1.2	19				1,600	1.2	19
Montana				360	1.6	6	360	1.6	6
Severn			2,400	0.9	23	2,400	0.9	23
Total1,6001.219		2,760	1.0	29	4,360	1.1	48
cut-off grade 0.6% tin estimated on 3 March 2011 by Mining One Pty Ltd

A resource statement has been issued as follows;

The information in this Explanatory Memorandum that relates to Mineral Resources is based on information compiled by Michael McKeown who is a fellow of the Australasian Institute of Mining and Metallurgy. Michael McKeown is employed by Mining One Pty Ltd and he has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the "Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves" (JORC Code). Michael McKeown consents to the inclusion in this Explanatory Memorandum of the matters based on his information in the form and context in which it appears.

1. It is assumed that none of the 6,125,000 unlisted options Stellar currently has on issue will be exercised before Completion. All of these options are exercisable at $0.20 per Share and expire in November 2013. 2 . If the proposed Stellar placement does not eventuate, Gippsland's shareholding in Stellar would equate to 28.57%.

1.5 Advantages

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder's decision on how to vote on the proposed Resolution:

• (a) the Heemskirk Tin joint venture interest is not a tradeable asset. The Company's shareholding in Stellar will be a liquid asset;
• (b) the possibility of financing project development costs will improve significantly once the joint venture agreement is removed;
• (c) the Company will receive 43,528,743 shares in the capital of Stellar on completion of the Sale Agreement;
• (d) Stellar is better placed to advance and develop the Heemskirk Tin Project, with the subsequent benefits flowing to the Company via its shareholding in Stellar and the Royalty;
• (e) the Company will obtain the benefit of exposure to Stellar's other projects, which include the Tarcoola Magnetite project in South Australia and the Coober Pedy coal project in South Australia;
• (f) the Royalty will partially protect the Company's interests from the dilutionary effect of any future issue of securities in the capital of Stellar in which the Company elects not to participate;
• (g) the Company has the right for 12 months after Completion to participate on a proportional basis in future capital raisings completed by Stellar to prevent its interest being diluted; and
• (h) the Company can focus on other activities, including the Abu Dabbab and Nuweibi projects and its projects located in the Wadi Allaqi region of Aswan, all in Egypt, and the Adobha region of the State of Eritrea.

1.6 Disadvantages

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder's decision on how to vote on the proposed Resolution:

• (a) sale of the Heemskirk Tin joint venture interest will effectively convert a direct free-carried interest held by the Company in the Project into an indirect contributing interest in the asset; and
• (b) Stellar will most probably need to conduct capital raisings to generate sufficient cash to effectively further explore and develop the project. In the instance the Company or shareholders did not contribute, the Company's indirect interest in the project would be diluted. Stellar is seeking shareholder approval for the placement of up to 16,323,278 ordinary shares at an issue price per Share of at least 80% of the average market price, which may occur before completion under the terms of the Sale Agreement and Gippsland will not participate in this placement.

1.7 Proposed timetable

Event	Date
Gippsland Shareholder Meeting	20 January 2012
Stellar Shareholder Meeting	25 January 2012
Completion under the Sale Agreement	9 February 2012
Issue of the Consideration Shares	9 February 2012

1.8 Directors recommendation

Based on the information available, all of the Directors consider that the proposed Sale Agreement is in the best interests of the Company and recommend that the Shareholders vote in favour of the Resolution.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

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.

Columbus means Columbus Metals Limited.

Company means Gippsland Limited (ACN 004 766 376).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Deed of Assignment and Assumption means the deed dated 2 April 2008 between Western Metals Limited (WML), Columbus and Gippsland pursuant to which WML assigned all of it its (60%) interest under the JV Agreement to Columbus and Columbus assumed all of the obligations of WML under the JV Agreement with effect from 2 April 2008.

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

Extraordinary General Meeting or Meeting means the meeting convened by the Notice.

JV Agreement means the the Deed between Abminco NL and the Company (then called Gippsland Minerals NL) dated 25 August 1977 as novated pursuant to a Deed of Novation between Aberfoyle Exploration Pty Ltd, Cleveland Tin Limited and the Company (then called Gippsland Minerals NL) dated 31 December 1980, as now in force between the Company and Columbus as a result of the Deed of Assignment and Assumption.

Heemskirk Tin Joint Venture means an unincorporated joint venture established by the JV Agreement and relating to the Heemskirk Tin Project.

Heemskirk Tin Project means the tin project currently operated on retention licence 5/1997 near Zeehan in Tasmania by the Heemskirk Tin Joint Venture.

Notice or Notice of Meeting or Notice of Extraordinary General Meeting means this notice of extraordinary general meeting including the Explanatory Statement and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice of Meeting.

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

Shareholder means a holder of a Share.

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

PROXY 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.

REGISTERED OFFICE:SUITE 4207 STIRLING HIGHWAYCLAREMONT WA 6010	GIPPSLAND LIMITEDACN: 004 766 376APPLECROSS WA 6953 AUSTRALIAAPPLECROSS WA 6153 AUSTRALIAT: +61 8 9315 2333 F: +61 8 9315 2233
		Code:GIP
		Holder Number:
	SECTION A: Appointment of Proxy
	I/We, the above named, being registered holders of the Company and entitled to attend and vote hereby appoint:
OR
The meeting Chairperson	The name of the person you are appointing
(mark with an "X")	(if this person is someone other than the Chairperson of the meeting).or failing the person named, or if no person is named, the Chairperson of the Meeting, as my/our Proxy to act generally at the meeting on my/our behalf and to vote inaccordance with the following directions (or if no directions have been given, as the Proxy sees fit) at the Extraordinary General Meeting of the Company to be held at11am (WST) on Friday, 20 January 2012 at Suite 4, 207 Stirling Highway, Claremont, Western Australia and at any adjournment of that meeting.
	SECTION B: Voting Directions to your Proxy
Please mark "X" in the box to indicate your voting directions to your Proxy.Resolution		ForAgainst Abstain*
1. SALE OF INTEREST IN HEEMSKIRK TIN JOINT VENTURE
resolution.	If no directions are given my proxy may vote as the proxy thinks fit or may abstain. The Chairperson of the Meeting intends to vote undirected proxies in favour of the* If you mark the Abstain box for a particular item, you are directing your Proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
	SECTION C: Please Sign BelowThis section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Security Holder	Security Holder 2	Security Holder 3

Sole Director and Sole Company Secretary

Director

1

Director / Company Secretary

1

Reference Number: GIP 4589335074

My/Our contact details in case of enquiries are:

NAME

NOTES

1. Name and Address

This is the name and address on the Share Register of Gippsland Limited. If this information is incorrect, please make corrections on this form. Shareholders sponsored by a broker should advise their broker of any changes. Please note that you cannot change ownership of your shares using this form.

2. Appointment of a Proxy

If you wish to appoint the Chairperson of the Meeting as your Proxy please mark "X" in the box in Section A. Please also refer to Section B of this proxy form and ensure you mark the box in that section if you wish to appoint the Chairperson as your Proxy.

If the person you wish to appoint as your Proxy is someone other than the Chairperson of the Meeting please write the name of that person in Section A. If you leave this section blank, or your named Proxy does not attend the meeting, the Chairperson of the Meeting will be your Proxy. A Proxy need not be a Shareholder of Gippsland Limited.

3. Directing your Proxy how to vote

To direct the Proxy how to vote place an "X" in the appropriate box against each item in Section B. Where more than one Proxy is to be appointed and the proxies are to vote differently, then two separate forms must be used to indicate voting intentions.

4. Appointment of a Second Proxy

You are entitled to appoint up to two (2) persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second Proxy, an additional Proxy form may be obtained by telephoning the Company's share registry +61 8 9315 2333 or you may photocopy this form.

To appoint a second Proxy you must:

• (a) On each of the Proxy forms, state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each Proxy may exercise, each Proxy may exercise half of your votes; and
• (b) Return both forms in the same envelope.

5. Signing Instructions

Individual: where the holding is in one name, the Shareholder must sign.

Joint Holding: where the holding is in more than one name, all of the Shareholders must sign.

TELEPHONE NUMBER

( )

Power of Attorney: to sign under Power of Attorney you must have already lodged this document with the Company's share registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the Company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the Company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director may sign alone. Otherwise this form must be signed by a Director jointly with either another Director or Company Secretary. Please indicate the office held in the appropriate place.

If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be lodged with the Company before the meeting or at the registration desk on the day of the meeting. A form of the certificate may be obtained from the Company's share registry.

6. Lodgement of Proxy

Proxy forms (and any Power of Attorney under which it is signed) must be received by Security Transfer Registrars Pty Ltd no later than 11.00am (WST) on Wednesday, 18 January 2012, being 48 hours before the time for holding the meeting. Any Proxy form received after that time will not be valid for the scheduled meeting.

Security Transfer Registrars Pty Ltd PO BOX 535 Applecross, Western Australia 6953

Street Address: Alexandrea House, Suite 1 770 Canning Highway Applecross, Western Australia 6153

Telephone +61 8 9315 2333 Facsimile +61 8 9315 2233 Email registrar@securitytransfer.com.au

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.