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TESORO GOLD LTD AGM Information 2007

Sep 27, 2007

65957_rns_2007-09-27_13c9cd93-8fbb-4593-8299-ba3234d76d48.pdf

AGM Information

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TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED FROM: VAN EYK THREE PILLARS LIMITED DATE: 28 September 2007

NO. OF PAGES: 8

The following documents have been mailed out to shareholders today, along with the 2007 Annual Report as lodged with the Company’s Appendix 4E on 27[th] August 2007:

  1. Invitation to Investment Presentation

  2. Notice of AGM

  3. Proxy form

  4. Hard copies of the Annual Report to shareholders who have requested to receive one. An electronic version of the annual report is available from the company’s website at www.threepillars.vaneyk.com.au

P. Roberts

Company Secretary

van Eyk Three Pillars Limited ABN 91 106 854 175

Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

www.vaneyk.com.au www.threepillars.vaneyk.com.au

INVITATION TO INVESTMENT PRESENTATION

The directors of van Eyk Three Pillars Limited invite you to attend an Investment Presentation to precede the 2007 formal Annual General Meeting (as detailed in the enclosed Notice of Meeting*).

  • Mr Stephen van Eyk will discuss the state of the economy, investment markets and what lies ahead in 2008.

  • 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: Wednesday 31[st] October 2007 TIME: 2pm WHERE: Masonic Centre 279 Castlereagh Street Sydney RSVP: Not required

  • note that hard copies of the Annual Report have only been sent to shareholders who requested to receive one. An electronic version of the annual report is available from the company’s website at www.threepillars.vaneyk.com.au

van Eyk Three Pillars Limited ABN 91 106 854 175

www.vaneyk.com.au www.threepillars.vaneyk.com.au

Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

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 Wednesday 31[st] October 2007 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 2007 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:

  1. “That David Davis 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”.

Remuneration report of the Company

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

  1. “In accordance with Section 250R of the Corporations Act, the Company adopts the Remuneration Report for the year ended 30 June 2007 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.

Directors’ Fees

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

  1. To fix the fees payable to all non-executive independent Directors, currently David Davis and David Iliffe, for the next financial year. An increase of $5,000 to $25,000 per non-executive Director over 2 years is proposed. Total fees paid to the current non-executive Directors would rise by $10,000 to $50,000.

Note: The Company will disregard any votes cast on this resolution by any Director of van Eyk Three Pillars Limited and any associate of such Director. However, the Board need not disregard a vote if:

  • It is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

  • 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.

Ratification of Share Issue

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

  1. “That the issue of 12,073,909 Fully Paid Ordinary Shares at an issue price of $1.29 on 16 July 2007 to professional and sophisticated investors is ratified.”

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

Ratification of Share Issue (continued)

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 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 Monday 29 October 2007.

By order of the Board

P.A. ROBERTS Company Secretary 10 September 2007

EXPLANATORY MEMORANDUM

This Explanatory Memorandum relates to the Annual General Meeting of the members of van Eyk Three Pillars Limited to be held at Masonic Centre, 279 Castlereagh Street, Sydney NSW 2000, on Wednesday 31[st] October 2007 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 David Davis

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 1 provides for the re-election of Mr David Davis, 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

Mr. David Davis has performed diverse roles within his employment. They consist of:

  • a Qualified Solicitor – retired

  • Associate, Executor and Trustee Institute (AETI)

  • Non Executive Director for Spotless Group Limited, Foundation for National Parks and Wildlife

  • Former Managing Director for the Permanent Trustee Company Limited

  • Past President and State President for NSW for the Trustee Corporations Associations

Mr. David Davis is also the Chairman of the Audit and Nomination Committees and a Member of the Remuneration Committee.

RESOLUTION 2: Remuneration Report

Resolution 2 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.

RESOLUTION 3: Directors’ Fees

In order to keep the level of Directors Fees paid comparable to other similar companies, the intention is to increase fees to $25,000 over a 2 year period for all non-executive independent directors. An increase of $2,500 to $22,500 per non-executive independent Director is proposed for the coming year. Total fees payable to the current non executive Directors would rise by $5,000 to $45,000 for the coming year and to $50,000 in the following year. Fees paid to Mark Thomas will remain at $20,000 per annum. Cameron McCullagh will continue to receive no directors’ fees.

RESOLUTION 4: Ratification of Share Issue

Resolution 4 seeks Shareholder ratification for the purposes of Listing Rule 7.4, of the issue of 12,073,909 Fully Paid Ordinary Shares at $1.29 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 5 July 2007 and was completed on 9 July 2007.

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

  • holders of ordinary securities subsequently approve it.

The issue of 12,073,909 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, Three Pillars Portfolio Managers Pty 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:

  • It is a cost efficient way to raise capital as there was no need to prepare a prospectus

  • • Creates depth in the shareholder base – due to the placement, shareholder numbers have increased by around 17%.

  • 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.

  • Increases the capital base over which fixed costs are spread.

The share price was relatively consistent before and after the offer was made, indicating market acceptance of the offer and its terms.

The Board views the benefits of such issues as out weighing any potential disadvantages and 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.

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.registriesltd.com.au [email protected]

van Eyk Three Pillars Limited

ABN 91 106 854 175 Annual General Meeting Proxy Form

PROXY FORM

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

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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

The Chairman of the Write here the name of the person you are Meeting OR appointing if this person is someone other (mark with an “X”) than the Chairman of the Meeting.

or failing him/her 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 Wednesday 31 October at 2007 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 the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of the resolution/s and that votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The chair intends to vote 100% of all open proxies in favour of all resolutions.

Voting directions to your proxy – please markto indicate your directions

RESOLUTION For Against
Abstain
*
1. Re-election of Mr David Davis as a Director
2. Adopt Remuneration Report
3. Approve increase in Directors’ Fees
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 Director Director / Company Secretary Sole Director & Sole Company Secretary 2007

Dated this

day of

Contact Name

Contact Business Telephone / Mobile

Annual General Meeting

van Eyk Three Pillars Limited

ABN 91 106 854 175

INSTRUCTIONS FOR COMPLETING PROXY FORM

  1. Your pre-printed name and address is as it appears on the share register of van Eyk Three Pillars Limited. If you are Issuer Sponsored and this information is incorrect, please mark the box at the top of the proxy form and make the correction on the form. Securityholders 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.

  2. Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they 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.

  3. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder’s voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

  4. A proxy need not be a shareholder of the Company.

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

  6. 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.

  7. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally 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.

  8. Signing Instructions

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

Individual:

Joint Holding:

Where the holding is in one name, the holder must sign.

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.

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.

  1. 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 Monday 29 October 2007 (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