Suite 34, 18 Stirling Highway, Nedlands WA 6009 PO Box 352, Nedlands WA 6909, Australia Tel: (08) 9389 8611 Fax: (08) 9389 8612 E-mail: [email protected]

19 November 2002

Mr Anthony Walsh Listings (Perth) Australian Stock Exchange Limited 2 The Esplanade PERTH WA 6000

By Courier

Dear Sir

GIPPSLAND LIMITED - PROSPECTUS LODGEMENT

Pursuant to the Listing Rules, please find enclosed a copy of Gippsland Limited's ABN 31 004 766 376 ("Company") prospectus dated 19 November 2002 for the pro-rata non-renounceable rights issue to the Company's shareholders of approximately 15,671,393 fully paid up ordinary New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the record date of 2 December 2002, at an issue price of 3 cents per New Share, with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising of up to \$470,141.

A copy of this prospectus was lodged at ASIC on 19 November 2002.

Please ensure that the ASX marketplace is made aware of the lodgement of this prospectus.

Yours faithfully

Jack Telford Chairman Gippsland Limited

GIPPSLAND LIMITED 1004 766 376

PROSPECTUS

For the pro-rata non-renounceable rights issue to Gippsland Limited shareholders of approximately 15,671,393 fully paid up ordinary New Shares in Gippsland Limited on the basis of one $(1)$ New Share for every five (5) Shares held on the record date of 2 December 2002, at an issue price of 3 cents per New Share, with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising of up to \$470,141.

THE OFFER IS NOT UNDERWRITTEN.

THE RIGHTS ISSUE CLOSES AT 5.00 PM WST ON 24 DECEMBER 2002.

A Placement and Handling Fee of 6% plus GST will be paid to Licensed Dealers in Securities for Shortfall Applications Accepted and bearing their stamp. The New Shares and New Options offered by this Prospectus are considered to be of a speculative nature.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its contents, or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

20.NOV.2002 7:04

$\overline{\phantom{a}}$

ASX PERTH

NO.219

$\cdots$

Corporate Directory

Directors	R John Telford, A.W.A.I.T., M.R.A.C.I., C. Chem. John M Chisholm, B.Sc(Hons), PhD., FAusIMM, F.AIG John D Kenny, B.Com(Hons), LLB
Company Secretary	Gary C Steinepreis B.Com, CA
Registered and Principal Office	Suite 34, Level 2 18 Stirling Highway Nedlands WA 6009 AUSTRALIA Postal address: PO Box 352 Nedlands WA 6909 AUSTRALIA Telephone: (OS) — 9389 8611 Facsimile (08) 9389 8612 Email: [email protected]
Website Address	www.gippslandltd.com.au
Share Registry	Security Transfer Registrars Pty Ltd* 770 Canning Highway APPLECROSS WA 6153 PO Box 535 APPLECROSS WA 6953 Telephone: . (03) 9315 0933 Facsimile: $(08)$ 9315 2233
Stock Exchange	The Company's securities are quoted on the official list of the AUSTRALIAN STOCK EXCHANGE LIMITED, the home branch being Perth
ASX Code:	GIP

$^\star$ Appears for information purposes only

Section 1	RIGHTS ISSUE AND KEY DATES
Section 2	DETAILS OF THE RIGHTS ISSUE
Section 3	PURPOSE OF THE RIGHTS ISSUE	4
Section 4	EFFECT OF THE RIGHTS ISSUE ON THE COMPANY	4
Section 5	RISK FACTORS	6
Section 6	ADDITIONAL INFORMATION	8
Section 7	DIRECTORS RESPONSIBILITY STATEMENT AND CONSENT	13
Section 8	KEY DEFINITIONS	14

This Prospectus is dated 19 November 2002. A copy of this Prospectus was lodged with the Australian Securities & Investments Commission on 19 November 2002. The Australian Securities & Investments Commission takes no responsibility for the contents of this Prospectus.

No New Shares or New Options will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. New Shares and New Options issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

Application will be made for the New Shares and New Options issued pursuant to this Prospectus to be listed on ASX. ASX takes no responsibility for the contents of this Prospectus.

This Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

An application for the New Shares and New Options will only be accepted on the Entitlement and Acceptance Form and the Shortfall Application Form accompanying this Prospectus.

There are significant risks associated with an investment in Gippsland and the New Shares and New Options offered under this Prospectus must be regarded as a speculative investment. The New Shares and New Options offered under this Prospectus carry no guarantee whatsoever with respect to return on capital investment, payment of dividends, or the future value of the New Shares or New Options.

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than being repeated in full on each occasion. Definitions used in this Prospectus are set out in section 8 of this Prospectus.

Gioosland Limited

Rights Issue And Key Dates Section 1

This Prospectus seeks to raise up to \$470,141 by way of a pro-rata non-renounceable Rights Issue to Existing Shareholders of approximately 15,671,393 New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the Record Date, at an issue price of 3 cents per New Share, payable in full upon application made on either the Entitlement and Acceptance Form or the Shortfall Application Form accompanying this Prospectus, with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007.

Summary of Important Dates

Announcement of Rights Issue	19 November 2002
Prospectus Lodged at ASIC and ASX	19 November 2002
Record Date to determine entitlements pursuant to the Rights Issue	2 December 2002
Prospectus with Entitlement and Acceptance Form Dispatched	4 December 2002
Closing Date for acceptance and receipt of applications under the Rights Issue	24 December 2002
Dispatch of holding statements	28 December 2002

This timetable is indicative only. The Directors reserve the right to vary the key dates outlined above pertaining to this Rights Issue in accordance with the Corporations Act and the ASX's Listing Rules.

Section 2 Details Of The Rights Issue

$2.1$ Rights Issue

This Prospectus invites Existing Shareholders to participate $\mathbf{m}$ pro-rata $\overline{\mathbf{a}}$ non-renounceable Rights Issue of approximately 15,671,393 New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the Record Date, at an issue price of 3 cents per New Share, payable in full upon application made on either the Entitlement and Acceptance Form or the Shortfall Application Form accompanying this Prospectus, with each New Share subscribed for also receiving an attaching New Option for no consideration with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007.

Any fractional entitlements to New Shares and New Options will be rounded up to the nearest whole number in calculating each Existing Shareholder's entitlement to New Shares and New Options.

The Rights Issue will raise approximately \$470,141 (less expenses of the Rights Issue estimated to be approximately \$5,000).

As at the date of this Prospectus, 78,356,966 Shares are on issue. Existing optionholders will not be entitled to participate in the Rights Issue without first exercising their Options.

$2.2$ No Rights Trading

Entitlements to New Shares and New Options pursuant to the Rights Issue are non-renounceable and accordingly are not able to be traded on the ASX.

$2.3$ Opening and Closing Dates

The Rights Issue will open for receipt of acceptances at 9.00am WST on 4 December 2002 and will close at 5.00pm WST on 24 December 2002, or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine and provided that the Company gives the ASX notice of the change at least 5 business days prior to the closing date.

$2.4$ Minimum Subscription

There is no minimum level of subscription for the Rights Issue.

$2.5$ Brokerage and Commission

The Company may pay a fee of up to 6% (plus GST) of the amount subscribed (and accepted by the Company) to any holders of dealers licences in respect of Shortfall Application Forms bearing the stamp of such dealers. No brokerage or stamp duty will be payable by Existing Shareholders or investors.

$2.6$ Entitlements and Acceptance

The Rights Issue is non-renounceable and accordingly, Existing Shareholders may not dispose of or trade any part of their Entitlement under the Rights Issue.

In determining Entitlements, any fractional Entitlement will be rounded up to the nearest whole number.

Acceptance of Entitlement in Full

If you wish to take up all of your Entitlement under the Rights Issue, please complete the relevant Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form. Applications must not exceed your Entitlement as shown on the Entitlement and Acceptance Form. Applications exceeding your Entitlement will be deemed to be for your maximum Entitlement and any surplus subscription funds will be returned, without interest. Please ensure the completed Entitlement and Acceptance Form, together with your cheque, is received by the Company's Share Registry:

Security Transfer Registrars Ptv Ltd 770 Canning Highway APPLECROSS WA 6153

PO Roy 535 APPLECROSS WA 6953

not later than 5.00pm WST on 24 December 2002 or such later date as the Directors advise. Cheques should be made payable to "Gippsland Limited - Share Account" and crossed "Not Negotiable".

Partial Acceptance of Entitlement

If you wish to take up part of your Entitlement pursuant to the Rights Issue, please complete the relevant Entitlement and Acceptance Form in accordance with the instructions set out on the reverse of that form and insert the number of New Shares and New Options for which you wish to accept the offer (being less than your Entitlement as specified on the Entitlement and Acceptance Form). Please ensure the completed Entitlement and Acceptance Form and your cheque is received by the Company at:

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153

PO Box 535 APPLECROSS WA 6953

not later than 5.00pm WST on 24 December 2002 or such later date as the Directors advise. Cheques should be made payable to "Gippsland Limited - Share Account" and crossed "Not Negotiable".

Non-Acceptance of Entitlement

If you do not wish to take up any part of your Entitlement under the Rights Issue, you are not required to take any action. If you decide not to accept all or part of your Entitlement, the New Shares and New Options not accepted will form part of the Shortfall. Accordingly, in the case of non-acceptance of your Entitlement, your Entitlement to subscribe for New Shares and New Options under the Rights Issue will be dealt with in accordance with Section 2.7 of this Prospectus.

Enquiries

If you have any queries regarding your Entitlement, please contact Security Transfer Registrars Pty Ltd by telephone on +61 8 9315 0933 or your stockbroker or professional adviser.

$2.7$ Shortfall

If you decide not to accept all or part of your Entitlement pursuant to the Rights Issue, the New Shares and New Options not accepted will form the Shortfall and the Directors reserve the right to grant such New Shares and New Options at their sole and absolute discretion within 3 months from the closing date.

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If you are an Existing Shareholder and wish to participate in any Shortfall that may arise under the Rights Issue, you should complete the Shortfall Application Form attached to this Prospectus and tick the appropriate box indicating whether you are an Existing Shareholder.

In both instances, ensure the completed Shortfall Application Form and your cheque is received by the Company at:

Security Transfer Registrars Pry Ltd 770 Canning Highway APPLECROSS WA 6153

PO Box 535 APPLECROSS WA 6953

not later than 5.00pm WST on 24 December 2002 or such later date as the Directors advise. Cheques should be made payable to "Gippsland Limited - Share Account" and crossed "Not Negotiable".

Directors cannot guarantee that any application to participate in the Shortfall will be filled. In the event the request cannot be filled (whether in whole or in part) monies in relation to the New Shares and New Options not allocated will be refunded in full (without interest accruing) within 21 days of notification of the Shortfall by the Company to ASX.

$2.8$ Allotment of New Shares and New Options

The New Shares and New Options are expected to be granted and allotted by no later than 28 December 2002. Until grant and allotment of the New Shares and New Options under this Prospectus, the application monies will be held in must in a separate bank account opened and maintained for that purpose only. Any interest earned on the application monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Shares and New Options takes place.

2.9 ASX Listing

The Company will make application to ASX within 7 days following the date of this Prospectus for Official Quotation of both the New Shares and New Options.

If approval is not granted by ASX within 3 months after the date of this Prospectus, the Company will not grant or allot any New Shares or New Options and will repay all application monies (where applicable) as soon as practicable, without interest.

A decision by ASX to grant Official Quotation of the New Shares and New Options is not to be taken in any way as an indication of ASX's view as to the merits of the Company, or the New Shares or New Options now offered for subscription.

2.10 Overseas Investors

The Company is of the view that it is unreasonable to make an offer under this Prospectus to Existing Shareholders outside of Australia and New Zealand having regard to:

$(a)$ the number of Shareholders outside of Australia and New Zealand:
$(b)$ the number and value of the securities to be offered to Shareholders outside of Australia and New Zealand: and
the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas (c) jurisdictions.

Accordingly, the Company is not required to make offers under the Prospectus to Existing Shareholders outside of Australia and New Zealand.

2.11 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of the Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were 7.5 cents on 23, 26 and 27 August 2002 and 4.7 cents on 14 November 2002. The latest available market sale price of the Shares on ASX immediately before the date of issue of this Prospectus was 4.8 cents on 18 November 2002.

2.12 Underwriting

The Rights Issue has not been underwritten.

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Purpose Of The Rights Issue Section 3

$3.1$ Purpose of the Rights Issue

The purpose of the Rights Issue is to raise funds for the following:

to fund the ongoing bankable feasibility study currently being conducted upon the Abu Dabbab tantalite, felspar, $\omega$ mobium, tin and quartz deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government;
$\left($ b) administration of the Company; and
$\left( c \right)$ working capital.

Furthermore as the New Shares and New Options, the subject of the Rights Issue are issued and allotted, the funds raised will be expended as follows:

the first \$200,000 will be spent on the administration of the Company; $(a)$
the next \$208,800 will be spent on the ongoing bankable feasibility study currently being conducted upon the $(b)$ Abu Dabbab tantalite, felspar, niobium, tin and quartz deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government; and
any balance of funds above this shall be spent on the working capital of the Company. $(c)$

Section 4 Effect Of The Rights Issue On The Company

$4.1$ Principal Effects

The principal effect on the Company of the Rights Issue of New Shares and New Options under this Prospectus is dependent on the uptake of the New Shares and New Options by Existing Shareholders and in the event there is a Shortfall, then the successful placement of the Shortfall.

The immediate effect of this Rights Issue (should all the New Shares and New Options be issued and allotted) will be to increase cash reserves by approximately \$470,141 (less the expenses of this Rights Issue) to enable the Company to pursue its objectives.

If the maximum number of New Shares issued pursuant to this Prospectus are issued (15,671,393) they will constitute 20% of the presently issued Share capital which currently rotals 78,356,966 Shares. When aggregated with the number of Options previously issued by the Company which totals to 11,500,000 Options, the total percentage of New Shares in the Company the subject of this Rights Issue will constitute approximately 17.4% of the expanded issued capital of the Company. The maximum number of New Options to be issued pursuant to this Prospectus is 15,671,393 New Options. The total percentage of New Shares in the Company the subject of this Rights Issue will constitute 14.9% of the entire expanded issued capital of the Company on a fully diluted basis.

$4.2$ Future Activities

The Company will seek to complete as soon as possible the ongoing bankable feasibility currently being conducted upon the Abu Dabbab tantalite, felspar, niobium, tin and quartz deposit located in Egypt, in which Gippsland has a 50% economic interest by way of an incorporated joint venture with the Egyptian Government.

$4.3$ Capital Structure

The capital structure of Gippsland is as follows:

Number	Issued Capital	\$.
78,356,966	Ordinary Shares fully paid currently on issue	11,412,800
15,671,393	New Shares offered pursuant to this Prospectus	470,141
94,028,359	Total issued capital at completion of the Rights Issue (before the costs of this Rights Issue)	11,882,941

$4.4$ Options

$\mathbf{i}$

$\frac{1}{2}$

The Company has the following Options on issue as at the date of this Prospectus:

Number	Expiry date	Exercise Price
11,000,000	11 July 2004	14 cents
250,000	15 February 2004	20 cents
250,000	15 February 2004	30 cents

The Company is offering the following New Options pursuant to this Prospectus:

Number	Expiry date	Exercise Pricc
15,671,393	31 December 2007	9 cents

$4.6$ Pro forma Statement of Financial Position

Set out as follows is an unaudited pro forma Statement of Financial Position of the Company as at 30 June 2002 after the Rights Issue but not subtracting the costs of the Rights Issue:

Pro forma Statement of Financial Position 30 June 2002

CURRENT ASSETS	Т
Cash assets	740.895
Receivables	24.961
TOTAL CURRENT ASSETS	765.856
NON CURRENT ASSETS
Property, plant and equipment
TOTAL NON-CURRENT ASSETS	19,225
	19,225
TOTAL ASSETS	785,081

CURRENT LIABILITIES
Payables - sundry	37419
Provisions	14.557
TOTAL CURRENT LIABILITIES	51,956

NET ASSETS	733,125

EQUITY
Contributed equity	11,882,941
Accumulated losses	(11, 149, 816)
TOTAL EQUITY	733,125

$\Delta$

$\pmb{\delta}$

20.NOV.2002 7:06 ASX PERTH NO.219 P.10/21

Gippsland Limited

Section 5 Risk Factors

The New Shares and New Options offered under this Prospectus are considered specularive. The Directors strongly recommend Existing Shareholders and investors examine the contents of this Prospectus and consult their professional advisers before deciding whether to apply for New Shares and New Options pursuant to this Prospectus. In addition, investors should be aware there are risks associated with investment in the Company. There are certain general risks and certain specific risks, which relate directly to the Company's resource business and are largely beyond the control of the Company and the Directors because of the resource nature of the business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors which potential investors need to be aware of:

Share Market Conditions

As Gippsland is a company listed on ASX, its share price is subject to the numerous influences, which may affect both the trend in the share market and the share prices of individual companies.

Economic Condition

Economic conditions, both domestic and global and in particular those in Egypt, may affect the performance of the Company. Factors such as currency fluctuation, inflation, interest rates, supply and demand and industrial disruption, have an impact on operating costs, commodity prices (including tantalum and tin prices) and share market prices. The Company's future possible revenue and share price can be affected by these factors all of which are beyond the control of the Company and the Directors. In addition, the Company's ability to raise additional capital, should it be required, may be affected.

Government Policy

Resource industry profitability can be affected by changes in government policy in both Australia and Egypt relating to mineral exploration and production, all of which is beyond the control of the Company.

Reliance on Key Personnel

The resource business in which Gippsland is involved is reliant upon a number of directors and key employees. The loss of any of these personnel could have a material adverse impact on the resource business of the Company.

Contractual Risks

All agreements are subject to interpretation. There is no guarantee that the Company will be able to enforce all its rights under agreements it has with other parties.

Financing Risks

The development of the Company's resource business and the Abu Dabbab tantalum, felspar, niobium, tin and quartz project depends upon the Company's ability to obtain financing of its operations, private placement financing, public financing, sale of assets or other means. There is no assurance that the Company will be successful in obtaining finance to satisfy on-going requirements and operations.

Operational Risk

By its nature, the business of exploration, mineral development and production which the Company undertakes, contains risks. Prosperity depends on the successful exploration and/or acquisition of reserves, design and construction of efficient processing facilities, competent operation and management and efficient financial management. For its part, exploration (particularly for tantalum and tin) is a speculative endeavour, while mining operations can be hampered by force majour circumstances and cost overruns for unforeseen events.

Native Title

The Native Title Act 1993 (Commonwealth) may affect the Company's ability to gain access to prospective exploration areas or obtain production titles. Compensatory obligations may be necessary in settling native title claims lodged over Gippsland's tenements.

Gippsland Limited

$\overline{1}$

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$\bar{\rm x}$

$\mathbf{b}$

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Environmental Risks

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

Commodity Prices $\bullet$

The prices that the Company may obtain for mineral commodities (particularly tantalum and tin) may fluctuate due to market conditions.

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Section 6 Additional Information

$6.1$ Legal Framework of this Prospectus

Giousland is a "disclosing entity" under the Corporations Act 2001 (Cth) and as such is subject to regular reporting and disclosure obligations. Specifically, as an ASX listed company, Gippsland is subject to the Listing Rules, which require continuous disclosure of any information the Company has to the market which a reasonable person would expect to have a material effect on the price or value of its Shares.

As a "disclosing entity" Gippsland has issued this Prospectus in accordance with the provisions of the Corporations Act 2001 (Cth) applicable to prospectuses for quoted enhanced disclosure securities.

Having taken such precautions and having made such enquiries as are reasonable, Gippsland believes that it has complied with the provisions of Listing Rules as in force from time to time which apply to disclosing entities, and which require Gippsland to notify the ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with the ASIC may be obtained from, or inspected at, any Regional office of the ASIC.

The New Shares to be issued under this Prospectus and the Shares the subject of the New Options are in respect of Shares that were quoted on the stock market of ASX at all times in the 12 months before the issue of this Prospectus.

$6.2$ Information Available to Shareholders

The Company will provide a copy of each of the following documents, free of charge, to any investor whom so requests during the application period under this Prospectus:

$(a)$ the 2002 Annual Report of Gippsland which contains the financial statements for that financial year ended 30 June 2002 (being the annual financial report most recently lodged with the ASIC in relation to Gippsland before the issue of this Prospectus); and
$(b)$ All continuous disclosure notices given during the period starting after lodgement with the ASIC of the annual financial report referred to in (a) above and ending before the issue of this Prospectus, being the following document:

19/Nov/2002	Withdrawal of 1:7 Rights Issue
31/Oct/2002	Annual Report/Top 20
29/Oct/2002	First Quarter Activities and Cash Flow Report
28/Oct/2002	Notice of Annual General Meeting
24/Oct/2002	Letter to Optionholders
21/Oct/2002	Disclosure Document
18/Oct/2002	Non-Renounceable Rights Issue/Appendix 3B
14/Oct/2002	Shareholder Update

Rights Attaching to Shares 6.3

Full details of the rights attaching to the Shares are as set out in the Company's constitution, a copy of which can be inspected at its registered office.

The following is a summary of the rights which attach to the Shares and which will attach to the New Shares issued as a result of the Rights Issue pursuant to this Prospectus.

$\bf(a)$ Voting Rights

Each member present in person or by proxy, representative or attorney has one vote on a show of hands and on a poll one vote for each fully paid share held in the capital of the Company. Each member is entitled to notice of, and to arrend and vote at, general meetings.

In the event of a breach of any escrow agreement entered into by the Company under the Listing Rules in relation to any shares which are classified under the Listing Rules or by ASX as restricted securities, the member holding the shares in question shall cease to be entitled to any voting rights in respect of those shares for so long as the breach subsists.

$(b)$ Dividend Rights

The profits of the Company, which the Directors from time to time determine to distribute by way of dividends, are divisible amongst the members in proportion to the number of shares held by them irrespective of the amount paid or credited as paid on the shares.

In the event of a breach of any escrow agreement entered into by the Company under the Listing Rules in relation to any shares which are classified under the Listing Rules or by ASX as restricted securities, the member holding the shares in question shall cease to be entitled to any dividends in respect of those shares for so long as the breach subsists.

$\mathbf{c}$ Rights on Winding Up

If the Company is wound up, the liquidator may, with the authority of a special resolution, divide among the members in kind the whole or any part of the property of the Company, and may for that purpose set such value as he considers fair upon any property to be so divided, and may determine how the division is to be carried out as between the shareholders or different classes of members.

The liquidator may with the authority of a special resolution vest the whole or any part of any such property in trustees upon such trusts for the benefit of the contributories as the liquidator thinks fit, but so that no member is compelled to accept any shares or other securities in respect of which there is any liability. Subject to the rights of the members (if any) entitled to shares with special rights in a winding up, all moneys and property that are to be distributed among members on a winding up shall be so distributed in proportion to the shares held by them respectively irrespective of the amount paid up or credited as paid up on the shares.

On a winding up of the Company, the holders of any shares which are classified under the Listing Rules or by ASX as restricted securities and which are subject to escrow restrictions at the commencement of the winding up shall rank on a return of capital behind all other shares in the Company.

$(d)$ Transfer of Shares

Subject to the constitution of the Company, the Corporations Act 2001 (Cth), any other laws and the Listing Rules, shares in the Company are freely transferable.

Future Increases in Capital $(e)$

The Company may by ordinary resolution:

increase its nominal shares by the creation of new shares of such amount as is specified in the resolution:
consolidate and divide all or any of its nominal capital into shares of a larger amount than its existing shares;
sub-divide all or any of its shares into shares of a smaller amount; and
cancel shares that, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person or have been forfeited and, reduce its nominal share capital by the amount of the shares so cancelled.

The allotment and issue of any new shares is under the control of the Directors from time to time of the Company. Subject to restrictions on the allownent of shares to Directors or their associates contained in the Listing Rules, the constitution of the Company and the Corporations Act 2001 (Cth), the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

$(1)$ Variation of rights

If at any time the share capital of the Company is divided into different classes of shares the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied whether or not the Company is being wound up with the consent in writing of three quarters of the issued shares of that class or if authorised by a special resolution at a separate meeting of the holders of shares of that class.

The Directors do not anticipate declaring a dividend on Gippsland's Shares in the foreseeable future.

Gippsland's constitution is available for inspection by shareholders at Gippsland's registered office during normal business hours.

$\mathbf b$

$\mathbf{b}$

$6.4$ Terms and Conditions of the New Options

The following are the rights attaching to the New Options:

The New Options will be issued for no consideration. $\omega$
Ф) A holding statement will be issued for the New Options.
$\left( c \right)$ The New Options will expire at 5.00pm WST on 31 December 2007 ("Expiry Date").
$\omega$ The New Option is a right in favour of the option holder to subscribe for one Share.
$\left($ e $\right)$ The option holder may exercise New Options any time prior to the Expiry Date.
$\Phi$ Shares allotted to option holders on exercise of New Options will be issued at 9 cents each ("Exercise Price").
The Exercise Price of Shares the subject of the New Options will be payable in full on exercise of the New $\omega$ Options.
(ኬ) New Options will be exercisable by the delivery to the registered office of the Company of a notice in writing stating the intention of the option holder to:
$\overline{a}$ exercise all or a specified number of New Options: and
$(n)$ pay the subscription monies in full for the exercise of each New Option ("Notice").

The Notice must be accompanied by a holding statement and a cheque made payable to the Company for the subscription monies for the Shares. An exercise of only some New Options will not affect the rights of the option holder to the balance of the New Options held by the option holder. The Notice must be received by the Company prior to the Expiry Date.

$(i)$ The Company will allot the resultant Shares and deliver the holding statement within five (5) business days of the exercise of the New Options.
$(i)$ The Company will apply for Official Quotation on ASX of the New Options, subject to the requirements for quotation being satisfied.
$(\Gamma)$ The New Options will be freely transferable.
$\mathbf{a}$ Shares allotted pursuant to an exercise of the New Options shall rank, from the date of allotment, equally with existing ordinary fully paid Shares of the Company in all respects.
The Company will in accordance with the Listing Rules make application to have Shares allotted pursuant to an $(m)$ exercise of New Options listed for Official Quotation.
In the event of any reconstruction (including consolidation, subdivision, reduction or return) of the authorised or $(n)$ issued capital of the Company, the number of the New Options or the exercise price of the New Options or both will be reconstructed (as appropriate) in accordance with the Listing Rules of ASX.
$(0)$ The New Options will not give any right to participate in dividends, bonus issues or new issues until Shares are allotted pursuant to the exercise of the relevant New Options. There is no right to change the exercise price of New Options if the Company completes a bonus or new issue.

6.5 Interests of Directors

Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash or Shares or Options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her or any company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Rights Issue.

$\mathbf{A}$

$\Delta$

$\mathbf{a}$

$\ddot{\phantom{a}}$

a) John D Kenny is a director of and 31% shareholder in investments bankers Chatsworth Stirling Pty Ltd. Fees paid to Charsworth Stirling Pty Ltd for services rendered during the last 24 months total to \$15,000.
John D Kenny is an employed solicitor with Blakiston & Crabb, the Company's solicitors. Blakiston & Crabb charges ЪY. the Company legal fees on a normal charge per hour basis at standard corporate law firm rates. Blakiston & Crabb have been paid fees totalling \$20,000 in respect of services provided to the Company over the 2 year period ending on the date of this Prospectus.
John D Kenny is the sole director of and 100% shareholder in VentureWorks JDK Pty Ltd. Fees paid to VentureWorks c) – JDK Pty Ltd for services rendered during the last 24 months total to \$18,000.
Telford Investments Pty Ltd provides management services to the company. Fees paid or payable to Telford d) Investments Pty Ltd for services rendered during the last 24 months are \$288,000.
e) Continental Resource Management Pty Ltd and Mandu Pty Ltd provides geological services to the company. John M Chisholm is a director and 50% shareholder in both Continental Resource Management Pty Ltd and Mandu Pty Ltd. Fees paid or payable to Continental Resource Management Pty Ltd and Mandu Pty Ltd for services rendered during the last 24 months are \$22,925.
f) At a general meeting of Gippsland's shareholders on 14 June 2002, shareholders approved the issue of Options (at no cost) to subscribe for Shares in the Company at an exercise price of 14 cents each on or before 11 July 2004 to directors or nominees as follows:

Telford Investments Pry Ltd	4,750,000
VentureWorks JDK Pty Ltd	2,250,000
Mandu Pty Ltd att the Mandu Superannuation Fund	2,250,000

None of these Options have been exercised as yet.

g) Directors fees paid or payable to John M Chisholm over the 2 year period ending on the date of this Prospectus are \$35,000. Directors fees paid or payable to John D Kenny over the 2 year period ending on the date of this Prospectus are \$57,141. R John Telford receives no directors fees.

The number of Shares and Options in which the Directors have a relevant interest as at the date of this Prospectus are as follows:

Directors	Associates	Fully paid ordinary shares	Options
Robert John Telford
	Telford Investments Pty Ltd and Telford RJ & Telford RK Superannuation Fund ¹	9,473,395	4,750,000
John Damian Kenny
	VentureWorks JDK Pty Ltd ²		2,250,000
John Morrison Chisholm
	Mandu Pty Ltd att the Mandu Superannuation Fund ³	50,000	2,250,000

¹ Mr Telford is a director and owns all of the shares in Telford Investments Pty Ltd which is the trustee for the Telford Unit Trust of which Mr Telford is the holder of all of the A class units. Telford Investments Pty Ltd and the Telford RJ & Telford RK Superannuation Fund together own all of the securities of the Company in which R John Telford has a relevant interest.

$2$ John D Kenny is the sole director of and 100% shareholder in VentureWorks JDK Pty Ltd.

³ Dr Chisholm is a director of and 50% shareholder in Mandu Pty Ltd and a director and beneficiary of the Mandu Superannuation Fund Pty Ltd.

The provisions of the Company's constitution relating to the remuneration of Directors are as follows:

Clause 13.8: The Directors shall be paid out of the funds of the Company by way of remuneration for their services as Directors such sum as may from time to time be determined by the Company in general meeting, to be divided among the Directors in such proportions as they shall from time to time agree or in default of agreement equally. Fees payable to nonexecutive Directors shall be by a fixed sum and not by a commission on or percentage of profits or operating revenue. Remuneration payable to executive Directors shall not include a commission on or a percentage of operating revenue. The remuneration of a Director shall be deemed to accrue from day to day.

Gioosland Limited

Clause 13.9: The Directors shall be entitled to be paid reasonable travelling, hotel and other expenses incurred by them respectively in or about the performance of their duties as Directors. If any of the Directors being willing shall be called upon to perform extra services or make any special exertions on behalf of the Company or the business thereof, the Directors may remunerate such Director in accordance with such services or exertions, and such remuneration may be either in addition to or in substitution for his share in the remuneration provided for by Clause 13.8.

Clause 17.2: The Managing Director or an executive Director shall, subject to the terms of any agreement entered into in a particular case, receive such remuneration (whether by way of salary, commission or participation in profits, or partly in one way and partly in another) as the Directors may determine provided that no executive Director shall be paid as the whole or part of his remuneration a commission on or percentage of operating revenue.

6.6 Expenses of the Issue

The approximate costs of the Rights Issue excluding GST are:

Miscellaneous expenses	\$3,000
ASX/ASIC fees	\$2,000
	\$5,000

These expenses are payable by the Company.

Directors Responsibility Statement And Consent Section 7

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of New Shares and New Options pursuant to this Prospectus.

The Prospectus is prepared on the basis that certain matters may reasonably be expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated 19 November 2002

Signed for and on behalf of Gippsland Limited by Robert John Telford Director

$\,$ $\,$ $\,$

Section 8 Key Definitions

"A\$ and \$" means Australian dollars, unless otherwise stated:

"Application Form" means the Entitlement and Acceptance Application Form and the Shortfall Application Form accompanying this Prospectus:

"ASIC" means Australian Securities and Investments Commission;

"ASX" means Australian Stock Exchange Limited ACN 008 624 691;

"Board" means the Board of Directors of Gippsland Ltd unless the context indicates otherwise;

"Business Rules" means the business rules of the ASX's clearinghouse;

"CHESS" means ASX Clearing House Electronic Subregistry System;

"Company" and "Gippsland" means Gippsland Limited ACN 004 766 376 and where relevant, its subsidiary companies;

"Corporations Act 2001 (Cth)" means the Corporations Act 2001 (Cth) of Australia,

"Directors" means Directors of Gippsland Ltd unless the context indicates otherwise;

"Entitlement" means the entitlement of an Existing Shareholder to apply for New Shares and New Options pursuant to the Rights Issue:

"Entitlement and Acceptance Application Form" means the entitlement and acceptance form or forms accompanying this Prospectus;

"Existing Shareholder" means those Shareholders of the Company whose details appear on the Company's register of Shareholders as at the Record Date;

"Listing Rules" means Listing Rules of the ASX;

"New Option" means the Options over unissued Shares in the Company being offered pursuant to this Prospectus the terms of issue of which are set out in Section 6.4 of this Prospectus;

"New Share" means the Shares in the Company being offered pursuant to this Prospectus;

"Official List" means the Official List of the ASX:

"Official Quotation" means quotation of the Shares on the Official List and any suspended quotation if is not a continuous period exceeding 60 days;

"Option" means an option to subscribe for Shares at a predetermined price within a certain time period;

"Prospectus" means this prospectus, dated 19 November 2002 in relation to the pro-rata non-renounceable rights issue to the Company's Existing Shareholders of approximately 15,671,393 New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the Record Date, at an issue price of 3 cents per New Share, with each New Share subscribed for also receiving an attaching free New Option with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising of up to \$470,141:

"Record Date" means 5.00 pm WST on 2 December 2002;

"Rights Issue" means the pro-rata non-renounceable rights issue to the Company's Existing Shareholders of approximately 15,671,393 New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the Record Date, at an issue price of 3 cents per New Share, with each New Share subscribed for also receiving an attaching free New Option with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising of up to \$470,141;

"Share" means a fully paid ordinary share in Gippsland Ltd;

"Sharcholder" means a holder of Shares;

"Shortfall" means the New Shares and New Options forming Entitlements, or parts of Entitlements, not accepted by Existing Shareholders;

$\mathbf{r}$

$\bar{\mathbf{y}}$

$\pmb{b}$

"Shortfall Application Form" means the shortfall application form accompanying this Prospectus;

"Subsidiaries" means the same as that term as defined under section 9 of the Corporations Act 2001 (Cth); and

"WST" means Western Standard Time the time applicable in Perth, Western Australia.

GIPPSLAND LIMITED ACN 004 766 376

SHORTFALL APPLICATION FORM

To: The Directors Gippsland Limited

This Shortfall Application Form relates to the pro-rata non-renounceable Rights Issue of approximately 15,671,393 New Shares in the Company on the basis of one (1) New Share for every five (5) Shares held on the Record Date, at an issue price of 3 cents per New Share, with each New Share subscribed for also receiving an attaching free New Option with each New Option having an exercise price of 9 cents and a term expiring on 31 December 2007, for the purpose of raising of up to \$470,141.

Before lodging this Shortfall Application Form, applicants should read the Prospectus to which this Shortfall Application Form relates. Applications should be completed in accordance with the application instructions contained on the back of this Shortfall Application Form.

I/We apply for ..................... New Shares (number of New Shares applied for) at an issue price of 3 cents per New Share and acknowledge that for every New Share applied for LWe apply for exactly the same number of New Options.

Complete full name:
(Applicant)
(Mr/Mrs/Miss/Ms or Company Name) (given name(s)) (surname)
(Joint Applicant)
(Mr/Mrs/Miss/Ms)	. $(given name(s))$ (surname)
Address Details:
. (number and street)
(suburb or city)	,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, (State)	(post code)
Telephone Details:
$STD$ ( ) (Home)	STD ( ) (Business)	(contact name)
I am an (tick appropriate box, if any):
Existing Shareholder.
Broker Sponsored Applicants only:
S.B.MJ.P.N.

Declaration and Statements:
By lodging this Shortfall Application Form:
IWe declare that all details and statements made by me/us are complete and accurate;
I/We agree to be bound by the Constitution of the Company; and
I/We authorise the Company to complete and execute any document necessary to effect the issue of New Shares and
New Options to me/us.
(See application instructions overleaf)

$\Delta$

ů.

SHORTFALL APPLICATION INSTRUCTIONS

IMPORTANT NOTE

This Shortfall Application Form is for use only if you desire to participate in any shortfall of New Shares and New Options not taken up by Existing Shareholders under the Rights Issue.

Each applicant makes the following undertakings and acknowledgments:

This application is for New Shares and New Options in Gippsland Limited upon and subject to the terms and conditions of the Prospectus.

Completed Shortfall Application Forms should be Returned to:	Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153
	PO Box 535 APPLECROSS WA 6953

As required by the Corporations Act 2001, this Shortfall Application Form must not be handed on to any person unless attached to this Prospectus. Please provide us with a telephone contact number (including the person responsible in the case of an application by a company) so that we can contact you promptly if there is an irregularity in your Shortfall Application Form. If your Shortfall Application Form is not completed correctly, it may still be treated as valid. There is no requirement to sign the Shortfall Application Form. The Company's decision as to whether to treat your application as valid, and how to construe, amend or complete it, shall be final.

Correct Forms of Registrable Title

Applications must be made in the name(s) of natural person(s), companies or other legal entities acceptable to the Company. At least one full given name and the sumame is required for each natural person. Some examples of incorrect and correct forms of registrable title are:

Type of Investor	Correct Form	Sample of Incorrect Form
Trusts	Andrew Brown (do not use name of trust, use personal name of trustee)	(a) Andrew Brown trustee for Michael Brown (b) Andrew Brown Family Trust (c) Andrew Brown Trust Account (d) Andrew Brown No 1 Account
Deceased Estates	Teny Brown (do not use name of deceased, use $exector(s)$ personal names)	(a) Michael Brown (deceased) (b) Estate of the Late Michael Brown
Parmerships	Andrew Brown & Michael Brown (do not use name of partnership use partners' personal names)	(a) Michael Brown & Son (b) Brown & Brown
Clubs/ Unincorporated Bodies	(a) Andrew Brown, or Andrew Brown & Michael (b) ABC Tennis Association (b) Brown (do not use name of clubs etc, use $of$ fice bearer(s) personal name(s))	(a) Brown Investment Club
Superannuation Funds	(a) Michael Brown (do not use name of fund, use name of trustee of fund)	(a) Michael Brown Pty Limited Superannuation Fund

AI assistant

STREAMPLAY STUDIO LIMITED — Regulatory Filings 2002

65841_rns_2002-11-19_b0b12a54-53ed-4db5-bcc4-8b05f57d5b5e.pdf

GIPPSLAND LIMITED - PROSPECTUS LODGEMENT

GIPPSLAND LIMITED 1004 766 376

PROSPECTUS

Corporate Directory

Table Of Contents

Gioosland Limited

Rights Issue And Key Dates Section 1

Summary of Important Dates

Section 2 Details Of The Rights Issue

$2.1$ Rights Issue

$2.2$ No Rights Trading

$2.3$ Opening and Closing Dates

$2.4$ Minimum Subscription

$2.5$ Brokerage and Commission

$2.6$ Entitlements and Acceptance

Acceptance of Entitlement in Full

Partial Acceptance of Entitlement

Non-Acceptance of Entitlement

Enquiries

$2.7$ Shortfall

$2.8$ Allotment of New Shares and New Options

2.9 ASX Listing

2.10 Overseas Investors

2.11 Market Prices of Shares on ASX

2.12 Underwriting

Purpose Of The Rights Issue Section 3

$3.1$ Purpose of the Rights Issue

Section 4 Effect Of The Rights Issue On The Company

$4.2$ Future Activities

$4.3$ Capital Structure

$4.4$ Options

$4.6$ Pro forma Statement of Financial Position

Pro forma Statement of Financial Position 30 June 2002

Gippsland Limited

Section 5 Risk Factors

Share Market Conditions

Economic Condition

Government Policy

Reliance on Key Personnel

Contractual Risks

Financing Risks

Operational Risk

Native Title

Gippsland Limited

Environmental Risks

Commodity Prices $\bullet$

Section 6 Additional Information

$6.1$ Legal Framework of this Prospectus

$6.2$ Information Available to Shareholders

Rights Attaching to Shares 6.3

$\bf(a)$ Voting Rights

$(b)$ Dividend Rights

$\mathbf{c}$ Rights on Winding Up

$(d)$ Transfer of Shares

Future Increases in Capital $(e)$

$(1)$ Variation of rights

$6.4$ Terms and Conditions of the New Options

6.5 Interests of Directors

Gioosland Limited

6.6 Expenses of the Issue

Directors Responsibility Statement And Consent Section 7

Section 8 Key Definitions

GIPPSLAND LIMITED ACN 004 766 376

SHORTFALL APPLICATION FORM

To: The Directors Gippsland Limited

SHORTFALL APPLICATION INSTRUCTIONS

IMPORTANT NOTE

Each applicant makes the following undertakings and acknowledgments:

Correct Forms of Registrable Title

More from STREAMPLAY STUDIO LIMITED

STREAMPLAY STUDIO LIMITED Regulatory Filings 2002