STREAMPLAY STUDIO LIMITED — Proxy Solicitation & Information Statement 2015

Aug 27, 2015

GIPPSLAND LIMITED TO BE RENAMED ARROWHEAD RESOURCES LIMITED ACN 004 766 376

NOTICE OF GENERAL MEETING

TIME: 10am

DATE: 29 September 2015

PLACE: The Vic Boardroom, 226 Hay Street

Subiaco, WA, 6008, 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 6102 2609.

CONTENTS

Business of the Meeting (setting out the proposed Resolutions) 3 Explanatory Statement (explaining the proposed Resolutions) 5 Glossary 15

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at 10am on 29 September 2015 at:

The Vic Boardroom, 226 Hay Street Subiaco, WA.

Your vote is important

The business of the 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 Meeting are those who are registered Shareholders at 10am on 27 September 2015.

Voting in person

To vote in person, attend the 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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

• each Shareholder has a right to appoint a proxy;
• the proxy need not be a Shareholder of the Company; and
• a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member's votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 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 are 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 (ie 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 (ie 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 (ie 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:
  • the proxy is not recorded as attending the meeting; or
  • 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 – RATIFICATION OF PRIOR ISSUE

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 42,500,000 Shares (on a pre-Consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, 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, 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.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE

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

"That, for the purposes of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the issue of 100,000,000 Shares (on a pre-Consolidation basis) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion: The Company will disregard any votes cast on this Resolution by a person who participated in the issue and any associates of those persons. However, 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, 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.

3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL

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

"That, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every 100 Shares be consolidated into 1 Share and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share."

4. RESOLUTION 4 – ISSUE OF SHARES TO RELATED PARTY – GANDEL METALS PTY LTD

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 18,000,000 Shares (on a post-Consolidation basis) to Gandel Metals Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by Gandel Metals Pty Ltd (and its nominee) and any of their associates. However, 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, 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.

5. RESOLUTION 5 – ISSUE OF SHARES TO RELATED PARTY – VENTUREWORKS JDK PTY LTD

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

"That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 9,600,000 Shares (on a post-Consolidation basis) to VentureWorks JDK Pty Ltd (or its nominee) on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion Statement: The Company will disregard any votes cast on this Resolution by VentureWorks JDK Pty Ltd (and its nominee) and any of their associates. However, 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, 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.

6. RESOLUTION 6 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 157(1)(a) and for all other purposes, approval is given for the name of the Company to be changed to Arrowhead Resources Limited."

7. RESOLUTION 7 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution:

"That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes."

Dated: 28 August 2015

By order of the Board

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 Resolutions.

1. RESOLUTION 1 – RATIFICATION OF PRIOR ISSUE

1.1 General

On 14 August 2015, the Company issued 42,500,000 Shares (on a pre-Consolidation basis) Shares in satisfaction of amounts owing to Mr Ayman Ayyash in connection with Mr Ayyash's employment with the Company.

Resolution 1 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 sets out an exception to ASX Listing Rule 7.1. It provides that where a company in general meeting ratifies the previous issue of securities made pursuant to ASX Listing Rule 7.1 (and provided that the previous issue did not breach ASX Listing Rule 7.1) those securities will be deemed to have been made with shareholder approval for the purpose of ASX Listing Rule 7.1.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) 42,500,000 Shares (on a pre-Consolidation basis) were issued;
• (b) the Shares were issued for nil cash consideration in satisfaction of amounts owing to Mr Ayyash;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Shares were issued to Mr Ayman Ayyash, who is not a related party of the Company; and
• (e) no funds were raised from this issue as the Shares were issued satisfaction of amounts owing to Mr Ayyash.

2. RESOLUTION 2 – RATIFICATION OF PRIOR ISSUE

2.1 General

On 14 August 2015, the Company issued 100,000,000 Shares (on a pre-Consolidation basis) in satisfaction of amounts owing to Mandu Pty Ltd in connection with management consulting, corporate and technical advisory services provided to the Company. Mandu Pty Ltd is associated with Dr John Chisholm.

Resolution 2 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares (Ratification).

A summary of ASX Listing Rules 7.1 and 7.4 is set out in section 1.1 of this Explanatory Statement.

By ratifying this issue, the Company will retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

2.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 2:

• (a) 100,000,000 Shares (on a pre-Consolidation basis) were issued;
• (b) the Shares were issued for nil cash consideration in satisfaction of amounts owing to Mandu Pty Ltd;
• (c) the Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (d) the Shares were issued to Mandu Pty Ltd, who is not a related party of the Company; and
• (e) no funds were raised from this issue as the Shares were issued in satisfaction of amounts owing to Mandu Pty Ltd.

3. RESOLUTION 3 – CONSOLIDATION OF CAPITAL

3.1 Background

Resolution 3 seeks Shareholder approval to consolidate the number of Shares on issue on a 1 for 100 basis (Consolidation).

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward.

3.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

3.3 Fractional entitlements

Not all Shareholders will hold that number of Shares which can be evenly divided by 100. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Share.

3.4 Taxation

It is not considered that any taxation implications will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation. The Company, the Directors and their advisers do not accept any responsibility for the individual taxation implications arising from the Consolidation.

3.5 Holding statements

From the date of the Consolidation, all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of Shares on a post-Consolidation basis. After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares to be issued to holders of those Shares. It is the responsibility of each Shareholder to check the number of Shares held prior to disposal.

3.6 Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the table below.

Capital Structure	Shares
Pre-Consolidation Shares	2,040,622,866
Post-Consolidation of Shares	20,406,229
Shares issued upon completion of rights issue2	142,843,600
Shares to related parties (Resolutions 4 and 5)	27,600,000
Completion of all Resolutions	190,849,829

Note:

• 1. The post-Consolidation issued capital of the Company is only an estimate and is subject to variation, for example arising from rounding of individual Shareholdings.
• 1. As announced to ASX on 17 August 2015, the Company is proposing to undertake a 7:1 renounceable rights issue of approximately 142,843,600 new Shares to raise $1,428,436. It is intended that the rights issue will be completed following the Consolidation.

3.7 Indicative timetable*

If Resolution 3 is passed, the Consolidation will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 8) of the ASX Listing Rules):

Action	Date
Company announced Consolidation	17 August 2015
Company sends out Notice of Meeting	28 August 2015
Company tells ASX that Shareholders have approvedthe Consolidation	29 September 2015

Action	Date
Last day for pre-Consolidation trading	30 September 2015
Date that Shares commence trading on a deferredsettlement (post-Consolidation) basis	1 October 2015
Last day for Company to register transfers on a preConsolidation basis	6 October 2015
First day for Company to send notice to eachShareholder of the change in their details of holdings
First day for the Company to register Shares on a postConsolidation basis
First day for issue of holding statements	7 October 2015
Change of details of holdings date. Deferredsettlement market ends.
Last day for the Company to send notice to eachShareholder of the change in their details of holdings
Last day for Shares to be entered into holders' Shareholdings	13 October 2015
Commencement of trading of Shares on ASX	14 October 2015

4. RESOLUTIONS 4 AND 5 – ISSUE OF SHARES TO RELATED PARTIES

4.1 Issue of Shares to Gandel Metals

As previously announced to the ASX, Gandel Metals Pty Ltd (Gandel Metals), an entity associated with Mr Ian Gandel (a former director of the Company) has provided various loans to the Company, which as at 30 June 2015 totalled $3,457,680 (including interest) (Loans). As announced on 28 August 2015, the repayment date of the Loans has been extended to 30 November2015.

Mr Ian Gandel resigned as a director of the Company with effect from 14 April 2015. Mr Gandel is owed $159,609 in deferred director's fees and reimbursements of expenses (Gandel Deferred Director Fees).

Subject to Shareholder approval, the Company has agreed to issue to Gandel Metals (or its nominee) 18,000,000 Shares (on a post-Consolidation basis) at a deemed issue price of $0.01 per Share, in satisfaction of $180,000 of the Company's outstanding debt to Gandel Metals regarding the Loans.

Resolution 4 seeks Shareholder approval for the issue of those Shares.

Subject to and conditional on:

• (a) successful raising of not less than $1,200,000 (before expenses) pursuant to the rights issue announced to the ASX on 17 August 2015; and
• (b) Shareholders approving Resolutions 1 to 6 of this Notice of Meeting,

by 30 November 2015, Gandel Metals and Mr Ian Gandel have agreed to extinguish in full all of the debts owed to them by the Company (save for the $180,000 of the debt which is to be satisfied via the issue of Shares the subject of Resolution 4), including but not limited to the Loans and the Gandel Deferred Director Fees and all interest that shall accrue on the Loans between 30 June 2015 and the date of extinguishment.

4.2 Issue of Shares to VentureWorks JDK Pty Ltd

Ventureworks JDK Pty Ltd (VentureWorks), an entity associated with Mr John Kenny (a director of the Company) is owed $126,000 in deferred director's fees (Kenny Deferred Director Fees).

Subject to Shareholder approval, the Company has agreed to issue to VentureWorks (or its nominee) 9,600,000 Shares (on a post-Consolidation basis) at a deemed issue price of $0.01 per Share, in satisfaction of $96,000 of the Company's outstanding debts to VentureWorks.

Resolution 5 seeks Shareholder approval for the issue of those Shares.

Subject to and conditional on:

• (a) successful raising of not less than $1,200,000 (before expenses) pursuant to the rights issue announced to the ASX on 17 August 2015; and
• (b) Shareholders approving Resolutions 1 to 6 of this Notice of Meeting,

by 30 November 2015, VentureWorks and Mr Kenny have agreed to extinguish in full all of the debts owed to them by the Company (save for the $96,000 of the debt which is to be satisfied via the issue of Shares the subject of Resolution 5), including but not limited to the Kenny Deferred Director Fees and all director fees that shall accrue for services rendered to the Company between 30 June 2015 and the date of extinguishment.

4.3 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company's members in the manner set out in sections 217 to 227 of the Corporations Act; and
• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Section 210 of the Corporations Act provides that shareholder approval is not required to give a financial benefit to a related party if the financial benefit is given on terms that:

• (a) would be reasonable in the circumstances if the company and the related party were dealing at arm's length; or
• (b) are less favourable to the related party than the terms referred to in paragraph (a).

The issue of Shares constitutes giving a financial benefit and:

• (a) Gandel Metals Pty Ltd is a related party of the Company by virtue of being associated with Mr Ian Gandel, a former director of the Company (who resigned on 14 April 2015); and
• (b) VentureWorks JDK Pty Ltd is a related party of the Company by virtue of being associated with Mr John Kenny, a Director of the Company.

The Directors (other than Mr John Kenny who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolutions 4 and 5 because the agreement to issue of Shares to Gandel Metals and VentureWorks would be reasonable, or less favourable to Gandel Metals and VentureWorks, in the circumstances if the Company and the related parties were dealing at arm's length.

4.4 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX's opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Shares to Gandel Metals and VentureWorks (or their respective nominees) involves the issue of securities to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

The Company has applied for a waiver of ASX Listing Rule 10.13.3 to permit the Company to issue the Shares to Gandel Metals and VentureWorks (or their respective nominees) later than 1 month after the Meeting, as it is proposed that the Shares will be issued following completion of the rights issue announced to ASX on 17 August 2015. The outcome of the application is still pending with the ASX. In the event that the waiver is not granted, the Company will seek to issue the Shares to Gandel Metals and VentureWorks (or their respective nominees) within 1 month after the date of the Meeting. If the Company does not issue the Shares within that period, the Company intends to hold an additional general meeting to approve the issue of the Shares.

4.5 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolutions 4 and 5:

• (a) the Shares will be issued to Gandel Metals and VentureWorks (or their respective nominees);

• (b) the maximum number of Shares to be issued is:

  • (i) 18,000,000 Shares (on a post-Consolidation basis) to Gandel Metals; and
  • (ii) 9,600,000 Shares (on a post-Consolidation basis) to VentureWorks;

• (c) the Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);

• (d) the deemed issue price will be $0.01 per Share (on a post-Consolidation basis);

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares; and

• (f) no funds will be raised from issue as the Shares are being issued in satisfaction of outstanding amounts owing to Gandel Metals, Mr Ian Gandel and VentureWorks.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Shares as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to Gandel Metals and VentureWorks (or their respective nominees) will not be included in the use of the Company's 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

5. RESOLUTION 6 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 6 seeks the approval of Shareholders for the Company to change its name to "Arrowhead Resources Limited".

There is no longer any link between the Company and the Gippsland region of Victoria and given that it is highly unlikely that Gippsland will regain access to the Abu Dabbab Project or its other interests and assets in Egypt, the Board considers that a fresh start and brand will support its new business initiative. The Board proposes this change of name on the basis that it more accurately reflects the proposed future operations of the Company.

If Resolution 6 is passed the change of name will take effect when ASIC alters the details of the Company's registration.

The proposed name has been reserved by the Company and if Resolution 6 is passed, the Company will lodge a copy of the special resolution with ASIC following the Meeting in order to effect the change.

6. RESOLUTION 7 – REPLACEMENT OF CONSTITUTION

6.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 7 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution (Proposed Constitution) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 1999.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature including but not limited to:

• updating the name of the Company to that adopted in Resolution 6;
• updating references to bodies or legislation which have been renamed (e.g. references to the SCH Business Rules and the Corporations Law); and
• expressly providing for statutory rights by mirroring these rights in provisions of the Proposed Constitution.

The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below.

A copy of the Proposed Constitution is available for review by Shareholders at the Company's website www.gippslandltd.com and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 8 6102 2609). Shareholders are invited to contact the Company if they have any queries or concerns.

6.2 Summary of material proposed changes

Minimum Shareholding (clause 3)

Clause 3 of the Constitution outlines how the Company can manage shareholdings which represent an "unmarketable parcel" of shares, being a shareholding that is less than $500 based on the closing price of the Company's Shares on ASX as at the relevant time.

The Proposed Constitution is in line with the requirements for dealing with "unmarketable parcels" outlined in the Corporations Act such that where the Company elects to undertake a sale of unmarketable parcels, the Company is only required to give one notice to holders of an unmarketable parcel to elect to retain their shareholding before the unmarketable parcel can be dealt with by the Company, saving time and administrative costs incurred by otherwise having to send out additional notices.

Clause 3 of the Proposed Constitution continues to outline in detail the process that the Company must follow for dealing with unmarketable parcels.

Fee for registration of off market transfers (clause 8.4(c))

On 24 January 2011, ASX amended ASX Listing Rule 8.14 with the effect that the Company may now charge a "reasonable fee" for registering paper-based transfers, sometimes referred to as "off-market transfers".

Clause 8.4 of the Proposed Constitution is being made to enable the Company to charge a reasonable fee when it is required to register off-market transfers from Shareholders. The fee is intended to represent the cost incurred by the Company in upgrading its fraud detection practices specific to off-market transfers.

Before charging any fee, the Company is required to notify ASX of the fee to be charged and provide sufficient information to enable ASX to assess the reasonableness of the proposed amount.

Dividends (clause 21)

Section 254T of the Corporations Act was amended effective 28 June 2010.

There is now a three-tiered test that a company will need to satisfy before paying a dividend replacing the previous test that dividends may only be paid out of profits.

The amended requirements provide that a company must not a pay a dividend unless:

• (a) the company's assets exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend;
• (b) the payment of the dividend is fair and reasonable to the company's shareholders as a whole; and
• (c) the payment of the dividend does not materially prejudice the company's ability to pay its creditors.

The existing Constitution reflects the former profits test and restricts the dividends to be paid only out of the profits of the Company. The Proposed Constitution is updated to reflect the new requirements of the Corporations Act. The Directors consider it appropriate to update the Constitution for this amendment to allow more flexibility in the payment of dividends in the future should the Company be in a position to pay dividends.

Partial (proportional) takeover provisions (new clause 35)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder's shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

Information required by section 648G of the Corporations Act

Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

Knowledge of any acquisition proposals

As at the date of this Notice of Meeting, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

• (a) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
• (b) assisting in preventing Shareholders from being locked in as a minority;
• (c) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
• (d) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

• (a) proportional takeover bids may be discouraged;
• (b) lost opportunity to sell a portion of their Shares at a premium; and
• (c) the likelihood of a proportional takeover bid succeeding may be reduced.

Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 7.

GLOSSARY

$ means Australian dollars.

ASIC means the Australian Securities & Investments Commission.

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

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.

Chair means the chair of the Meeting.

Company means Gippsland Limited (to be renamed Arrowhead Resources Limited) (ACN 004 766 376).

Consolidation has the meaning given in section 3.1 of the Explanatory Statement.

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

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

Shareholder means a registered holder of a Share.

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