TESORO GOLD LTD — AGM Information 2006

Sep 26, 2006

TO: COMPANY ANNOUNCEMENTS OFFICE

COMPANY: AUSTRALIAN STOCK EXCHANGE LIMITED

FROM: VAN EYK THREE PILLARS LIMITED

DATE: 27 September 2006

NO. OF PAGES: 10

The following documents have been mailed out to shareholders today, along with the 2006 Annual Report as lodged with the Company's Appendix 4E on 11^th September 2006:

• 1. Invitation to Investment Presentation
• 1. Notice of AGM
• 1. Modification of DRP rules
• 1. Proxy form & Survey re: Capital Raising

P. Roberts Company Secretary

VANGING KEBALI

INVITATION TO INVESTMENT PRESENTATION

The directors of van Eyk Three Pillars Limited invite you to attend an Investment Presentation to precede the 2006 formal Annual General Meeting.

• Mr Stephen van Eyk will discuss the state of the economy, investment markets and what lies ahead in 2007.
• Mr Otto Rieth will discuss the company's investment strategy.
• Mr Mark Thomas will review the objectives of the company, it's performance and strategy.

The presentations will be open and interactive and we encourage you to attend.

	DATE: Tuesday 31 st October 2006
TIME:	2pm
	WHERE: Masonic Centre:
	279 Castlereagh Street
	Sydney

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of van Eyk Three Pillars Limited will be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000, on Tuesday 31st October 2006 at 2:00pm.

BUSINESS OF MEETING

Financial Report and Reports of the Directors and Auditors

To receive, consider and adopt the Financial Report of the Company for the year ended 30 June 2006 and the reports by Directors and auditors thereon.

Re-election of Directors

To consider, and if thought fit, to pass the following resolutions as ordinary resolutions:

• "That Mr Mark Thomas, who was appointed as Managing Director by the Board on 1. $2^nd$ February 2006, be re-elected as a Director of the Company".
• 1. "That Mr Cameron McCullagh who retires by rotation in accordance with the Company's Constitution and being eligible, offers himself for re-election as a Director of the Company".

Note: Cameron McCullagh receives no director's remuneration from the Company.

Remuneration report of the Company

To consider, and if thought fit to pass, the following resolution as an ordinary resolution:

"In accordance with Section 205R of the Corporations Act, the Company adopts the 3. Remuneration Report for the year ended 30 June 2006 in the form set out in the Directors Report".

Note: Pursuant to Section 250R(3) of the Corporations Act the vote on this resolution is advisory only and does not bind the directors or the Company.

Ratification of Share Issue

To consider, and if thought fit to pass, the following resolution as an ordinary resolution:

1. "That the issue of 10,357,005 Fully Paid Ordinary Shares at an issue price of \$1.1054 on 28 August 2006 to professional and sophisticated investors is ratified."

Without limitation, Listing Rule 7.4 of the ASX Listing Rules is relevant to this resolution.

Note: The Company will disregard any votes cast on this resolution by any of the professional and sophisticated investors to whom these shares were issued and any of their associates and any other person who may have participated in the issue, and any person who may have obtained a benefit (except a benefit solely in the capacity of a holder of ordinary shares) other than votes cast:

• as proxy for a person who is entitled to vote, in accordance with the directions on the ٠ proxy form; and
• by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides.

Other Information

The Explanatory Memorandum accompanies and forms part of this notice.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Annual General Meeting should consult their financial or legal adviser for assistance.

Proxies

A member entitled to attend and vote is entitled to appoint not more than two proxies, who need not be members of the Company. Where a member appoints more than one proxy, each proxy must be appointed to represent a specified proportion of the member's voting rights. Where a member appoints two proxies but fails to specify the proportion of votes the two proxies are to exercise, each proxy may exercise half the votes of the member.

Proxies must be returned to the Company's share registry, Registries Limited, Level 2, 28 Margaret Street, Sydney NSW 2000 or sent by facsimile to (612) 9279 0664 no later than 48 hours before the meeting.

Entitlement to Vote

In accordance with Section $1074E(2)(g)(i)$ of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (Sydney time) on Sunday 29 October 2006.

By order of the Board

P.A. ROBERTS Company Secretary 15 September 2006

EXPLANATORY MEMORANDUM

This Explanatory Memorandum relates to the Annual General Meeting of the members of van Evk Three Pillars Limited to be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000, on Tuesday 31^st October 2006 at 2.00 pm.

Financial Report and Reports of the Directors and Auditors

This item allows Shareholders the opportunity to consider the Financial Report, Directors' Report and Auditor's Report of the Company. Under Section 317 of the Corporations Act the Company is required to lay these 3 reports that together comprise the Company's Annual Report before its Shareholders at its Annual General Meeting.

RESOLUTION 1: Re-election of Mr Mark Thomas

Under Clause 6.2(c) of the Company's Constitution, a Director appointed by the Board, either to fill a casual vacancy or as an addition to the existing directors, holds office only until the end of the next general meeting and is eligible for re-election at that meeting. Resolution 1 provides for the re-election of Mr Mark Thomas as Director of the Company in accordance with Clause 6.2(c) of the Company's Constitution.

Experience, Qualifications and Special Responsibilities

Director of van Eyk Research Limited since 1994. Mark has over seventeen years' experience in the industry as an investment analyst, commencing with a dealer group in 1988 and joined van Eyk Research Limited in 1990. Bachelor of Business in Finance and Economics from the University of Technology, Sydney.

RESOLUTION 2: Re-election of Mr Cameron McCullagh

Under Clause 6.4 of the Company's Constitution, one-third of the Company's Directors are required to retire and are eligible for re-election. Resolution 2 provides for the re-election of Mr Cameron McCullagh, who being the longest in office since last being elected or re-elected, retires in accordance with Clause 6.4 of the Company's Constitution and offers himself for reelection.

Experience, Qualifications and Special Responsibilities

Associate of Institute of Chartered Accountants. Cameron gained professional qualifications with KPMG, prior to working for Ernst & Young Italy and Macquarie Bank Limited. Cameron was a partner of Moore Stephens Sydney for 10 years to 2005, specialising in the financial services industry, including Listed Investment Companies. He is currently Chief Executive Officer of Employers Mutual Limited and a director of VTP Management Pty Limited. Cameron received no fees as an individual, but is a director and shareholder of VTP Management Pty Limited which received management fees during the financial year for the administration management of the Company.

RESOLUTION 3: Remuneration Report

Resolution 3 provides Shareholders with the opportunity to vote on the Company's Remuneration Report. Under Section 250R(2) of the Corporations Act, the Company must put the adoption of its Remuneration Report to the vote at the Annual General Meeting. The Company's Remuneration Report is set out under the "Remuneration Report and Policy" heading in the Directors Report. The independent non-executive directors along with the Managing Director each receive fees of \$20,000 per annum. No change to the annual remuneration per director is proposed.

RESOLUTION 4: Ratification of Share Issue

Resolution 4 seeks Shareholder ratification for the purposes of Listing Rule 7.4, of the issue of 10,357,005 Fully Paid Ordinary Shares at \$1.1054 to professional and sophisticated investors, being clients of the advisor responsible for the raising. This issue was the subject of an announcement to the market on 21 August 2006 and was completed on 28 August 2006.

Listing Rule 7.1

Listing Rule 7.1 requires a listed company to obtain Shareholder approval by ordinary resolution of an issue of securities that exceeds 15% of the total number of ordinary shares on issue 12 months before the date of issue.

Listing Rule 7.4

Under Listing Rule 7.4, an issue of Shares made without prior approval under Listing Rule 7.1 is treated as having been made with approval for the purposes of Listing Rule 7.1 if:

• the issue did not breach Listing Rule 7.1; and ٠
• holders of ordinary securities subsequently approve it. $\blacksquare$

The issue of 10.357.005 Shares did not exceed the number of Shares the Company was entitled to issue without Shareholder approval for the purposes of Listing Rule 7.1.

Resolution 4 will have the effect of ratifying the issue of these Shares for the purpose of refreshing the percentage of the Company's Shares that can be issued without Shareholder approval under Listing Rule 7.1. Shareholder approval to the issue of Shares under Listing Rule 7.4 will refresh the Company's ability to issue further securities during the next 12 months.

All funds raised by the issue of the Shares will be applied to investment in accordance with the investment criteria applied by the Company's manager, van Eyk Research Limited, on behalf of the Company.

The Shares were issued on the same terms as, and rank pari passu with, the ordinary Shares in the Company then on issue.

The directors see the following benefits from capital raisings such as the placement of these shares:

• Increases the capital base over which fixed costs are spread. ٠
• It was a cost efficient way to raise capital as there were no costs to the company of the raising - both the investment and administration managers agreed to forgo their fees to the extent of the cost of the capital raising, which were in excess of \$220,000. This is a demonstration of each managers long term commitment to van Eyk Three Pillars Limited.
• Creates depth in the shareholder base due to the placement, shareholder numbers have increased by around 15%.
• Many of the entities which took up shares in the placement offer were superannuation funds, who we anticipate will be ongoing buyers of VTP shares - this will have the effect of supporting the share price into the future, benefiting all shareholders.

The directors offered the stock at the same discount to market as that offered to Shareholders in the recent Share Purchase Plan. The share price was relatively consistent before and after the offer was made, indicating market acceptance of the offer and its terms.

The Board view the benefits of such issues as out weighing any potential disadvantages. We will monitor the impact of the raising and consider future placements into the ongoing capital management strategy of the company.

Glossary

ASX means Australian Stock Exchange Limited. ASX Listing Rules or Listing Rules means the Listing Rules of ASX. Board means the board of directors of the Company. Company means van Eyk Three Pillars Limited. Corporations Act means the Corporations Act 2001 (Cth). Director means a director of the Company. Share means an ordinary share in the capital of the Company. Shareholder means the holder of a Share.

Modification of Dividend Re-Investment Plan

The directors have decided to modify the Dividend Re-Investment Plan Rules (Rules) to allow shares to be issued to existing shareholders under the Rules at a discount and to allow shareholders to elect to participate and vary that participation online. The formal amendments are set out below.

In accordance with Clause 9 of the Rules, the Directors have modified the Rules as follows with effect from 2 November 2006:

in Clause 1(a), an additional definition has been inserted as set out below: "Discount means such percentage discount (if any) determined by the Directors from time to time to be applied in calculating the Subscription Price under Clause $5(a)$ ";

in Clause 2(b), the word "sign" has been deleted;

in Clause 5(a), the words "less any discount" have been inserted at the conclusion of the paragraph so that Clause 5(a) reads as follows:

"Shares allotted pursuant to Clause $5(b)(v)$ will be allotted at the weighted average market price of Shares sold on the ASX on the books closing date for the relevant Dividend and 3 trading days preceding that date less any Discount"; and

in Clause 6(a), the word "signing" has been deleted.

Other than as modified above, the Rules in the form previously disclosed to our shareholders remain in full effect.

David lliffe Chairman van Eyk Three Pillars Limited

PROXY FORM

van Eyk Three Pillars Limited

ABN 91 106 854 175 Annual General Meeting Proxy Form

All correspondence to: Registries Limited P O Box R67 Royal Exchange, Sydney NSW 1223 Enquiries: 61 2 9290 9600 Facsimile: 61 2 9279 0664 www.registriesitd.com.au registries@registriesitd.com.au

Mark this box with an 'X' if you are Issuer Sponsored and want to make any changes to your address details (see reverse)

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions at the bottom of the page.

I/We being a shareholder/shareholders of van Eyk Three Pillars Limited pursuant to my/our right to appoint not more than two proxies, appoint

-ł

The Chairman of the Meeting ЭR. (mark with an "X")
or failing him/her

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the other person you are appointing.

or failing him/her, (or if no proxy is specified above) the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000 on Tuesday 31 October at 2.00pm and at any adjournment of that meeting.

This proxy is to be used in respect of

% of the ordinary shares I/we hold.

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution.

Voting directions to your proxy -- please mark $\boxed{\times}$ to indicate your directions

RESOLUTION	∗ Against i
1. Re-election of Mr Mark Thomas as a director
2. Re-election of Mr Cameron McCullagh as a director
3. Adopt Directors Remuneration Report
4. Ratification of Share Issue

* 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.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1	Joint Shareholder 2	Joint Shareholder 3
Sole Director & Sole Company Secretary	Director / Company Secretary	Director
Dated this	day of	2006

Contact Name

Contact Business Telephone / Mobile

INSTRUCTIONS FOR COMPLETING PROXY FORM

• Your pre-printed name and address is as it appears on the share register of van Eyk Three Pillars Limited. If you are Issuer 1. Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Security holders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note that you cannot change ownership of your securities using this form.
• Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they 2. wish. Where a shareholder completes and lodges a valid proxy form and attends the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
• A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one 3. proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.
• A proxy need not be a shareholder of the Company. 4.
• If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a 5. poll and that your shares are not to be counted in computing the required majority on a poll.
• 1. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate "Certificate of Appointment of Corporate Representative" should be produced for admission to the Meeting. Previously lodged "Certificates of Appointment of Corporate Representative" will be disregarded by the Company.
• If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally 7. certified copy) of an appropriate Power of Attorney should be produced for admission to the Annual General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

Signing Instructions 8.

You must sign this form as follows in the spaces provided:

Individual:	Where the holding is in one name, the holder must sign.
Joint Holding:	Where the holding is in more than one name, all of the shareholders should sign.
Power of Attorney:	If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.
Companies:	Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.
ч.	If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone.
	Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

9. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at the address below not later than 2.00pm on Sunday 29 October 2006 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Hand deliveries Registries Limited Level 2 28 Margaret Street Sydney NSW 2000 Postal address: Registries Limited PO Box R67 Royal Exchange NSW 1223 Fax number: (02) 9279 0664

vanEyk Three Pillars

Please complete and return using the enclosed reply paid envelope

j.

ISSUE OF ADDITIONAL SHARES IN VAN EYK THREE PILLARS

The Directors are considering the Issue of additional shares to existing shareholders. Given that the Share Purchase Plan is capped at \$5,000 per holder per annum, a rights issue could be undertaken to offer a larger number of shares to you. A rights offer would require a prospectus - unlike the recent placement of shares to sophisticated and professional investors (as defined by the Corporations Act 2001). The Board do not want to incur the cost of preparing a prospectus without first assessing shareholder interest in such an offer.

		As an existing shareholder in the company, would you be interested in a rights issue
of:

	Yes No
1:4 - ability to purchase 1 additional VTP share for every 4 shares already held
1:5 – ability to purchase 1 additional VTP share for every 5 shares already held
1:10-ability to purchase 1 additional VTP share for every 10 shares already held
An annual Share Purchase Plan would meet my needs

Please return to the address below using the enclosed reply paid envelope:

Postal address:

Registries Limited PO Box R67 Royal Exchange NSW 1223