TESORO GOLD LTD — AGM Information 2012

Oct 18, 2012

CONTINUATION INVESTMENTS LIMITED

19 October 2012

Manager of Company Announcements ASX Limited Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000

By E-Lodgement

NOTICE OF ANNUAL GENERAL MEETING

Please find attached the Continuation Investments Limited (ASX: COT) Notice of Meeting being dispatched to Shareholders today.

Yours Sincerely

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Sarah Smith

Company Secretary

______________ Continuation Investments Limited 945 Wellington Street WEST PERTH WA 6005 ABN 91 106 854 175 phone: (08) 9322 7600 fax: (08) 9322 7602 email: reception@grangeconsulting.com.au

Continuation Investments Limited ABN 91 106 854 175 Notice of Annual General Meeting

TIME: 9.00am (WST) DATE: Tuesday 20 November 2012 PLACE: 945 Wellington Street, West Perth WA 6005

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on (08) 9322 7600.

Contents Page
Notice of Meeting (setting out proposed Resolutions)	1
Explanatory Statement (explaining the proposed Resolutions)	5
Glossary	17
Annexure A – Nomination of Auditor	18
Annexure B – Terms and Conditions of Options	19
Proxy Form	20
Time and Place of Meeting and How To Vote

Venue

The Annual General Meeting of Shareholders of Continuation Investments Limited which this Notice of Meeting relates to will be held on 20 November 2012 at 9.00am (WST) at:

945 Wellington Street, West Perth WA 6005

Your Vote Is Important

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

Voting in Person

To vote in person, attend the Annual General Meeting on the date and at the place set out above. The meeting will commence at 9.00am (WST).

Voting by Proxy

To vote by proxy, please complete and sign the proxy form enclosed with this Notice of Meeting as soon as possible and either:

• (a) send the proxy form by post to Continuation Investments Limited, c/‐ Grange Consulting PO Box 1263, West Perth, WA, 6872; or

• (b) deliver the proxy form to the Company’s registered office, 945 Wellington Street, West Perth, WA 6005; or

• (c) send the proxy form by facsimile to the Company on facsimile number INT +61 8 9322 7602;

• (d) so that it is received not later than 9 .00am (WST) on 18 November 2012 .

Proxy forms received later than this time will be invalid.

Continuation Investments Limited ABN 91 106 854 175

Notice of Meeting

Notice is given that the Annual General Meeting of Shareholders of Continuation Investments Limited will be held at 945 Wellington Street, West Perth WA 6005 at 9.00am (WST) on 20 November 2012 ( Annual General Meeting ).

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders of the Company as at 4.00pm (WST) on 16 November 2012.

Terms and abbreviations used in this Notice of Meeting and Explanatory Statement are defined in the glossary or in the Explanatory Statement.

Agenda

The Explanatory Statement to this Notice of Meeting describes the matters to be considered at the Annual General Meeting.

Adoption of Annual Financial Report

To receive the Annual Financial Report, including Directors’ declaration and accompanying reports of the Directors and auditors for the period ending 30 June 2012.

Non‐binding Business

Resolution 1 – Adoption of Remuneration Report (Non‐binding)

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non‐ binding resolution:

• “That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given to the adoption of the Remuneration Report as contained in the Company’s Annual Report for the period ended 30 June 2012.”

Short Explanation: The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on this resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

Voting Exclusion: The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter. However, the Company need not disregard a vote if:

• (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

Ordinary Business

Resolution 2 – Re‐election of Mr Jeremy King

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

“That Mr Jeremy King having been appointed as a Director prior to the date of this meeting, who retires in accordance with the Constitution and, being eligible, be re‐appointed as a director of the Company with immediate effect.”

Short Explanation : In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr King retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Resolution 3 – Re‐election of Mr Andrew Worland

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

“That Mr Andrew Worland having been appointed as a Director prior to the date of this meeting, who retires in accordance with the Constitution and, being eligible, be re‐appointed as a director of the Company with immediate effect.”

Short Explanation : In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr Worland retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Resolution 4 – Re‐election of Mr Richard Ochojski

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

“To elect Mr Richard Ochojski as a director of the Company who retires by rotation pursuant to the Constitution of the Company and being eligible offers himself for re‐election.”

Short Explanation : In accordance with ASX Listing Rule 14.4 (rotation of directors) and the Company’s Constitution, one third of the Directors must retire by rotation at every Annual General Meeting. Accordingly, Mr Ochojski retires by rotation and being eligible for re‐election, offers himself for re‐election at the Meeting.

Resolution 5 – Change of Auditor

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

“That, subject to the resignation of the current auditor of the Company, for the purposes of Section 327B of the Corporations Act, RSM Bird Cameron having consented to act as the Company’s auditor, be appointed as auditor of the Company with effect from the passing of this Resolution.”

Resolution 6 – Issue of Options to Mr Jeremy King

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 1,250,000 Options to Mr Jeremy King (or his nominee) each exercisable at $0.20 each on or before 31 December 2015 on the terms and conditions in the Explanatory Statement.”

Short Explanation: Under the related party provisions of the Corporations Act (Chapter 2E) the provision of any financial benefit (which includes the granting of Options) to a related party requires Shareholder approval unless an exemption applies under the Corporations Act. The ASX Listing Rules require the Company to seek Shareholder approval prior to the issue of securities to a related party. Mr King is a related party of the Company by virtue of the fact that he is a director of the Company.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr King (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr King (or his nominee) or an associate of Mr King (or his nominee). Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless the appointment specifies the way the proxy is to vote on this Resolution or the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note the Chair intends to vote any undirected proxies in favour of this Resolution. Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

Resolution 7 – Issue of Options to Mr Andrew Worland

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

“That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Directors to issue 1,000,000 Options to Mr Andrew Worland (or his nominee) each exercisable at $0.20 each on or before 31 December 2015 on the terms and conditions in the Explanatory Statement.”

Short Explanation: Under the related party provisions of the Corporations Act (Chapter 2E) the provision of any financial benefit (which includes the granting of Options) to a related party requires Shareholder approval unless an exemption applies under the Corporations Act. The ASX Listing Rules require the Company to seek Shareholder approval prior to the issue of securities to a related party. Mr Worland is a related party of the Company by virtue of the fact that he is a director of the Company.

Voting Exclusion : The Company will disregard any votes cast on this Resolution by Mr Worland (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution and it is not cast on behalf of Mr Worland (or his nominee) or an associate of Mr Worland (or his nominee). Further, a Restricted Voter who is appointed as a proxy will not vote on this Resolution unless the appointment specifies the way the proxy is to vote on this Resolution or the proxy is the Chair of the meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note the Chair intends to vote any undirected proxies in favour of this Resolution. Shareholders may also choose to direct the Chair to vote against this Resolution or to abstain from voting.

Resolution 8 – Approval of 10% Placement Capacity

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

“That, for the purpose of Listing Rule 7.1A and for all other purposes, approval is given for the issue of Equity Securities totalling up to 10% of the Shares on issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will disregard any votes cast on Resolution 8 by any person who may participate in the issue of Equity Securities under this Resolution and a person who might obtain a benefit, except a person solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as a proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Dated this 19[th] day of October 2012

By order of the Board

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Jeremy King Director

Notes:

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

For the purposes of the Corporations Regulations, the Directors have set a snapshot date to determine the identity of those entitled to attend and vote at the Meeting. The snapshot date is 4.00pm (WST) on 16 November 2012. Accordingly, transactions registered after this time will be disregarded in determining entitlements to attend and vote at the meeting.

Enquiries:

Shareholders are invited to contact the Company Secretary, Miss Sarah Smith on (08) 9322 7600 if they have any queries in respect of the matters set out in these documents.

Explanatory Statement

This Explanatory Statement has been prepared for the information of the Shareholders of the Company in connection with the business to be conducted at the Annual General Meeting.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Ordinary Business of the Annual General Meeting

1. General Information

This Explanatory Statement has been prepared for the Shareholders in connection with the Annual General Meeting of the Company to be held on 20 November 2012.

The purpose of this Explanatory Statement is to provide Shareholders with information that the Board believes to be material to Shareholders in deciding whether or not to approve the above resolutions detailed in the Notice.

This Explanatory Statement is an important document and should be read carefully in full by all Shareholders. If you have any questions regarding the matters set out in this Explanatory Statement or the preceding Notice, please contact the Company, your stockbroker or other professional adviser.

2. Resolution 1 – Remuneration Report (Non‐binding Resolution)

In accordance with section 250R(2) of the Corporations Act, the Company must put a resolution that the Remuneration Report as set out in the Directors’ Report be adopted to vote at the Annual General Meeting. The vote on Resolution 1 is advisory only and does not bind the Directors of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Annual General Meeting.

If at least 25% of the votes cast are against adoption of the Remuneration Report at the 2012 Annual General Meeting, and then again at the 2012 Annual General Meeting, the Company will be required to put a resolution to the 2012 Annual General Meeting, to approve calling an extraordinary general meeting (spill resolution). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene an extraordinary general meeting (“spill meeting”) within 90 days of the 2012 Annual General Meeting. All of the Directors who were in office when the 2012 Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re‐ election at the spill meeting.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

Voting

Note that a voting exclusion applies to Resolutions 1,6,7 and 8 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on these Resolutions and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the

Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

3. Resolution 2 – Re‐election of Mr Jeremy King

In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr King retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Mr King is a Corporate Advisor with over 12 years experience in domestic and international legal, financial and corporate matters.

4. Resolution 3 – Re‐election of Mr Andrew Worland

In accordance with ASX Listing Rule 14.4, a director of the Company appointed to fill a casual vacancy or as an addition to the Board may not hold office (without re‐election) past the next Annual General Meeting following their appointment. Further, in accordance with the Constitution, any Director appointed by the Board holds office only until conclusion of the next Annual General Meeting and is eligible for re‐election. Accordingly, Mr Worland retires and being eligible for re‐election, offers himself for re‐election at the Meeting.

Mr Worland has 15 years mining experience specialising in corporate, finance, product marketing and operational functions for listed companies focussed on base metals, gold and iron ore. Mr Worland is currently Company Secretary and Corporate and Commercial Manager for ASX and TSX listed Moly Mines Limited (ASX:MOL).

5. Resolution 4 – Re‐election of Mr Richard Ochojski

In accordance with ASX Listing Rule 14.4, no director of the Company may hold office (without re‐ election) past the longer of 3 years and the third Annual General Meeting following their appointment. Further, in accordance with the Company’s Constitution, at every Annual General Meeting, one third of the Directors for the time being must retire from office and are eligible for re‐ election.

Accordingly, Mr Richard Ochojski retires by rotation and being eligible, offers himself for re‐election.

Mr Ochojski is a finance executive with over 30 years experience within the banking and finance industry. He spent 20 years with Macquarie Bank and was a Director within the Banking and Property Group. He is currently employed as a consultant in a variety of corporate advisory roles. In addition, Mr Ochojski has held a number of public company directorships and is currently on the Board of Reel Time Media Limited.

6. Resolutions 5 – Change of Auditor

The Company’s current auditor, Mr Mark Schiliro of MNSA Pty Ltd, has given notice to the Board of his intention to resign as auditor of the Company, pursuant to sub‐section 329(5) of the Corporations Act 2001.

Sub‐section 329(5) of the Corporations Act 2001 provides that an auditor of a company may, by giving notice in writing, resign as auditor of the company if

• A. the auditor has, by notice in writing given to the Australian Securities and Investments Commission(“ASIC”), applied for consent to the resignation and;

• B. the consent of the ASIC has been given.

Mr Schiliro has applied to ASIC for its consent to his resignation as auditor of the Company. The application for consent lodged with ASIC by Mr Schiliro indicates that he wishes his resignation to take effect on the date of the Company’s AGM.

If prior to the time of the AGM, ASIC gives its consent to the resignation of Mr Schiliro as the Company’s auditor, his resignation will take effect from the date of the AGM. Upon Mr Schiliro’s resignation, it will be necessary for the Company to appoint a new Company auditor pursuant to sub‐ section 327(B)(2) of the Corporations Act 2001. Section 327(B)(2) provides that a company shall at each annual general meeting, if there is a vacancy in the office of auditor of the company, appoint a person, firm or company to fill the vacancy.

Mr Jeremy King, a member of the Company, has nominated the firm RSM Bird Cameron Partners as auditor of the Company, pursuant to sub‐section 32B(1) of the Corporations Act 2001. RSM Bird Cameron Partners are eligible and have consented to being appointed auditor of the Company as required by sub‐section 328A(2) of the Corporations Act 2001. Pursuant to sub‐section 328B(3) of the Corporations Act 2001, the written notice nominating RSM Bird Cameron Partners as auditor is attached to this Explanatory Memorandum as an annexure.

The Board recommends the appointment of the firm RSM Bird Cameron Partners as the auditor of the Company.

7. Resolution 6‐7 – Issue of Options to Directors

General

As stated above, the Company intends to issue a total of 2,250,000 Options to Messrs Jeremy King and Andrew Worland ( Directors ), being Directors of the Company on the terms and conditions set out below.

ASX Listing Rule 10.11

ASX Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of securities (including an option) to a related party. Messrs Jeremy King and Andrew Worland ( Directors ) are considered to be related parties of the Company by virtue of the fact that they are Directors of the Company.

However, approval pursuant to Listing Rule 7.1 is not required in order to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11. The issue of the Options will not be included in the 15% calculation for the purposes of ASX Listing Rule 7.1.

The effect of Resolutions 6‐7 will be to allow the Company to issue the Options to the Directors within the period of 1 month after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity

Chapter 2E of the Corporations Act

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

• a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act. Section 210 of the Corporations Act states that Shareholder approval is not needed to give a financial benefit on terms that:

• a) would be reasonable in the circumstances if the public company or entity were dealing at arm’s length; or

• b) are less favourable to the related party than the terms referred to in paragraph (a).

It is the view of the current Directors that the exceptions set out in Section 210 and 211 of the Corporations Act apply in the current circumstances, as the current Board has formed the view the Options are being issued to the Directors on arms length terms and form part of the reasonable remuneration of the Directors pursuant to their proposed appointment as Directors. Accordingly, Shareholder approval is not sought for the issue of Options to the Directors under the Corporations Act.

Technical information required by ASX Listing Rule 10.13 and section 219 of the Corporations Act

Pursuant to and in accordance with the requirements of ASX Listing Rule 10.13 and section 219 of the Corporations Act, the following information is provided in relation to the proposed grant of Director Options:

• a) the related parties are Messrs King and Worland and they are related parties by virtue of being Directors of the Company;

• b) The Company has limited funds, and wishes to conserve its cash reserves as much as possible. As a result, the Board has chosen to issue Options to the Directors in lieu of Directors Fees as a component of the incentive portion of their remuneration in order to retain the services of the Directors and to provide incentive linked to the performance of the Company. The Board considers that the experience of the Directors will greatly assist the development of the Company. As such, the Board believes that the number of Options to be granted to the Directors are commensurate with their value to the Company.

Given the speculative nature of the Company’s activities and the small management team responsible for its operation, it is considered that the performance of the Directors and the performance and value of the Company are closely related. As such, the Options issued will generally only be of benefit if the Directors perform to the level whereby the value of the Company increases sufficiently to warrant exercising the Options.

• c) the maximum number of Options (being the nature of the financial benefit being provided) to be issued to the Related Parties is:

• i. 1,250,000 Options to Mr Jeremy King, or his nominee;

• ii. 1,000,000 Options to Mr Andrew Worland or his nominee;

• d) the Options will be issued to the Directors no later than 1 month after the date of the Meeting (or such later date as permitted by any ASX waiver of the ASX Listing Rules) and it is anticipated the Options will be issued on one date;

• e) the Options will be issued for nil consideration and accordingly no funds will be raised from the issue;

• f)

• the terms and conditions of the Options are set out in Schedule 1;

• g) the relevant interests of the Related Parties in securities of the Company are set out below;

Related Party	Shares	Options
Mr Jeremy King	1,414,171	1,250,000
Mr Andrew Worland	1,314,850	1,000,000

• h) the Company has internally valued each series of the Options to be granted to the Directors using the Black & Scholes Option Pricing Model (“ BSModel ”), which is the most widely used and recognised model for pricing options. The acceptance of this model is due to its derivation being grounded in economic theory. The value of an option calculated by the BSModel is a function of a number of variables and is rounded to the nearest one hundredth of a cent. The valuation has been completed in Australian $.

The valuation of the Options has been prepared using the following assumptions:

Variable	Input
Share price	$0.05
Exercise price	$0.20
Risk free rate	5.39%
Volatility	90%
Expiry date	31 December 2015

The valuations reflected below do not necessarily represent the market value of the Options or the tax values for taxation purposes to the Option holder. The future value of the Options may be up or down on the values noted below as it will primarily depend on the future share price of a Share (for the next 3 years), and the time to expiry of the Options.

Based on the above assumptions, the Company has calculated an indicative value of the Options to be granted to the Related Parties is as follows:

Related Party	Value
Mr Jeremy King	$18,593 (at $0.0148 per Option)
Mr Andrew Worland	$14,874 (at $0.0148 per Option)

Accordingly, the total value of the 2,250,000 Options to be granted to the Related Parties is $33,467.

• i) the impact of passing Resolutions 6‐7 on Mess Jeremy King and Andrew Worland’s voting power in the Company, assuming they receive the full amount of the Options the subject of Resolutions 6‐7 is set out in the following table:

Related Party	% voting power (existing, diluted)	% voting power (fully diluted)
Mr Jeremy King	7.12%	12.04%
Mr Andrew Worland	6.62%	10.46%

• j) details of the Related Party's base salaries or fees per annum, as applicable, and the total financial benefits to be received by them in this current period as a result of the grant of Options the subject of Resolutions 6‐7 are as follows:

Related Party	Director’s Remuneration	Value of Options	Total Financial Benefit
Mr Jeremy King	$nil p.a. (proposed)	$18,593	$18,593
Mr Andrew Worland	$nil p.a. (proposed)	$14,874	$14,874

• k) in the event the Options are exercised by the Related Parties, the following amounts will need to be paid to the Company:

• i. $250,000 by Mr Jeremy King;

• ii. $200,000 by Mr Andrew Worland;

The Company will therefore receive $450,000 from the Related Parties should all the Options the subject of Resolutions 6‐7 be issued;

• l) if the Options issued to the Related Parties are exercised, a total of 2,250,000 Shares would be allotted and issued. This will increase the number of Shares on issue from 19,865,377 to 22,115,377 (assuming that no other Options are exercised and no other Shares are issued) with the effect that the shareholding of existing Shareholders would be diluted by 10.17%;

• m) the market price for Shares during the term of the Options would normally determine whether or not the Options are exercised. If, at any time any of the Options are exercised and the Shares are trading on ASX at a price that is higher than the exercise price of the Options, there may be a perceived cost to the Company;

• n) the trading history of the Shares on ASX in the 12 months before the date of this Notice of Meeting is set out below:

	Price	Date
Highest(1)	74 cents	16 March 2012
Lowest	5 cents	8 October 2012
Last	5 cents	8 October

• 1) Following a strategic review into the Company’s investment strategy and capital structure, the Company completed a 3 for 1 Share Split in May 2012, equating the highest traded price of 74 cents to 24.7 cents, and an Entitlement Issue on the basis of 2.4 new shares for every 1 share held in August 2012.

Each Director has an interest in the Resolutions under which Options will be issued to him and therefore believes it inappropriate to make a recommendation. Each Director recommends the issue of Options to each of the other Directors as it allows the Company to retain directors of high calibre and it aligns the interests of the Company and its Directors to maximise Shareholder value.

Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Options to the Directors as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Options to the Directors will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

Resolution 8 – Approval of 10% Placement Capacity

General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its annual general meeting to allow it to issue Equity Securities up to 10% of its issued capital ( 10% Placement Capacity ).

The Company is an Eligible Entity.

If Shareholders approve Resolution 8 , the number of Equity Securities the Eligible Entity may issue under the 10% Placement Capacity will be determined in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 (as set out below).

The effect of Resolution 8 will be to allow the Company to issue Equity Securities up to 10% of the Company’s fully paid ordinary securities on issue under the 10% Placement Capacity during the period up to 12 months after the Meeting, without subsequent Shareholder approval and without using the Company’s 15% annual placement capacity granted under Listing Rule 7.1.

Resolution 8 is a special resolution. Accordingly, at least 75% of votes cast by Shareholders present and eligible to vote at the Meeting must be in favour of Resolution 8 for it to be passed.

ASX Listing Rule 7.1A

ASX Listing Rule 7.1A came into effect on 1 August 2012 and enables an Eligible Entity to seek shareholder approval at its annual general meeting to issue Equity Securities in addition to those under the Eligible Entity’s 15% annual placement capacity.

An Eligible Entity is one that, as at the date of the relevant annual general meeting:

• A. is not included in the S&P/ASX 300 Index; and

• B. has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

The Company is an Eligible Entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of $993,269 assuming a share price of $0.05.

Any Equity Securities issued must be in the same class as an existing class of quoted Equity Securities. The Company currently has only one class of Equity Securities on issue, being the Shares.

The exact number of Equity Securities that the Company may issue under an approval under Listing Rule 7.1A will be calculated according to the following formula:

(A x D) – E

Where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (A) plus the number of Shares issued in the previous 12 months under an exception in ASX Listing Rule 7.2;

• (B) plus the number of partly paid shares that became fully paid in the previous 12 months;

• (C) plus the number of Shares issued in the previous 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4; and

• (D) less the number of Shares cancelled in the previous 12 months.

• D is 10%.

• E is the number of Equity Securities issued or agreed to be issued under ASX Listing Rule 7.1A.2 in the 12 months before the date of issue or agreement to issue that are not issued with the approval of holders of Ordinary Securities under ASX Listing Rule 7.1 or 7.4.

Technical information required by ASX Listing Rule 7.3A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 8:

(i) Minimum Price

The minimum price at which the Equity Securities may be issued is 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 ASX trading days on which trades in that class were recorded immediately before:

• (A) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (B) if the Equity Securities are not issued within 5 ASX trading days of the date in this section, the date on which the Equity Securities are issued.

(ii) Date of Issue

The Equity Securities may be issued under the 10% Placement Capacity commencing on the date of the Meeting and expiring on the first to occur of the following:

• (A) 12 months after the date of this Meeting; and

• (B) the date of approval by Shareholders of any transaction under ASX Listing Rules 11.1.2 (a significant change to the nature or scale of the Company’s

(C) or such longer period if allowed by ASX (10% Placement Capacity Period).

activities) or 11.2 (disposal of the Company’s main undertaking) (after which date, an approval under Listing Rule 7.1A ceases to be valid).

(iii) Risk of voting dilution

Any issue of Equity Securities under the 10% Placement Capacity will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 8 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 10% Placement Capacity, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in ASX Listing Rule 7.1A(2), on the basis of the current market price of Shares and the current number of Equity Securities on issue as at the date of this Notice.

The table also shows the voting dilution impact where the number of Shares on issue (variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 10% Placement Capacity.

Number of Shares on Issue
		Dilution
	Issue Price (per share)	$0.025 50% decrease in Issue Price	$0.05 Issue Price	$0.075 50% increase in Issue Price
19,865,377 (Current)	Shares issued	1,986,538 shares	1,986,538 shares	1,986,538 shares
	Funds raised	$49,663	$99,327	$148,990
29,798,065 (50% increase)	Shares issued	2,979,806 shares	2,979,806 shares	2,979,806 shares
	Funds raised	$74,495	$148,990	$223,485
39,730,754 (100% increase)	Shares issued	3,973,075 shares	3,973,075 shares	3,973,075 shares
	Funds raised	$99,327	$198,654	$297,981

*The number of Shares on issue (variable A in the formula) could increase as a result of the issue of Shares that do not require Shareholder approval (such as under a pro‐rata rights issue or scrip issued under a takeover offer) or that are issued with Shareholder approval under Listing Rule 7.1.

The table above uses the following assumptions:

1. The current shares on issue are the Shares on issue as at 15 October 2012.

2. The issue price set out above is the closing price of the Shares on the ASX on 15 October 2012.

3. The Company issues the maximum possible number of Equity Securities under the 10% Placement Capacity.

4. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in ASX Listing Rule 7.2 or with approval under ASX Listing Rule 7.1.

5. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.

6. This table does not set out any dilution pursuant to approvals under ASX Listing Rule 7.1.

Shareholders should note that there is a risk that:

• (A) the market price for the Company’s Shares may be significantly lower on the issue date than on the date of the Meeting; and

• (B) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(iv) Purpose of Issue under 10% Placement Capacity

The Company may issue Equity Securities under the 10% Placement Capacity for the following purposes:

• (A) as cash consideration in which case the Company intends to use funds raised for the acquisition of new resources, assets and investments (including expenses associated with such an acquisition), continued exploration expenditure on the Company’s current assets and general working capital; or

• (B) as non‐cash consideration for the acquisition of new resources, assets and investments, in such circumstances the Company will provide a valuation of the non‐cash consideration as required by listing Rule 7.1A.3.

(v) Allocation under the 10% Placement Capacity

The allottees of the Equity Securities to be issued under the 10% Placement Capacity have not yet been determined. However, the allottees of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the allottees at the time of the issue under the 10% Placement Capacity, having regard to the following factors:

• (A) the purpose of the issue;

• (B) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue or other offer where existing Shareholders may participate;

• (C) the effect of the issue of the Equity Securities on the control of the Company;

• (D) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;

• (E) prevailing market conditions; and

• (F) advice from corporate, financial and broking advisers (if applicable).

(vi) Previous Approval under ASX Listing Rule 7.1A

The Company has not previously obtained approval under ASX Listing Rule 7.1A.

(vii) Compliance with ASX Listing Rules 7.1A.4 and 3.10.5A

When the Company issues Equity Securities pursuant to the 10% Placement Capacity, it will give to ASX:

• (A) a list of the allottees of the Equity Securities and the number of Equity Securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and

• (B) the information required by Listing Rule 3.10.5A for release to the market.

Voting Exclusion

A voting exclusion statement is included in this Notice. As at the date of this Notice, the Company has not invited any existing Shareholder to participate in an issue of Equity Securities under ASX Listing Rule 7.1A. Therefore, no existing Shareholders will be excluded from voting on Resolution 8.

Responsibility for Information

The information concerning the Company contained in this Explanatory Statement, including information as to the views and recommendations of the Directors has been prepared by the Company and is the responsibility of the Company.

The Explanatory Statement does not take into account the individual investment objectives, financial situation and particular needs of individual Shareholders. If you are in doubt as to what you should do, you should consult your legal, financial or professional advisor prior to voting.

Glossary

In this Explanatory Statement, the following terms have the following unless the context otherwise requires:

Annexure means an annexure to this Explanatory Statement.

ASIC means Australian Securities Investment Commission.

ASX means ASX Limited ABN 98 008 624 691.

ASX Listing Rules or Listing Rules means the listing rules of ASX.

Board means the board of Directors of the company.

Chairman means the Chairman of the Company.

Company means Continuation Investments Limited ABN 91 106 854 175.

Constitution means the constitution of the Company.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Eligible Entity means an entity that, at the date of the relevant general meeting:

• (a) is not included in the S&P/ASX 300 Index; and

• (b) has a maximum market capitalisation (excluding restricted securities and securities quoted on a deferred settlement basis) of $300,000,000.

Equity Securities includes a Share, a right to a Share or Option, an Option, a convertible security and any security that ASX decides to classify as an Equity Security.

Ordinary Securities has the meaning set out in the ASX Listing Rules.

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

Shareholder means a shareholder of the Company.

Annexure A

Jeremy King 8 St Leonards Avenue WEST LEEDERVILLE WA 6007

19 October 2012

The Secretary Continuation Investments Limited 945 Wellington Street WEST PERTH WA 6005

Nomination of Auditor

In accordance with the provisions of Section 328 of the Corporations Act 2001, I, Jeremy King, being a member of Continuation Investments Limited, hereby nominate RSM Bird Cameron Partners for appointment as auditor of that Company.

Yours faithfully

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JEREMY KING

Annexure B – Terms and Conditions of Options

• a)

• Each Option gives the Optionholder the right to subscribe for one Share.

• b) The Options will expire at 5:00 pm (WST) on 31 December 2015 (Expiry Date). Any Option not exercised before the Expiry Date will automatically lapse on the Expiry Date.

• c)

• The amount payable upon exercise of each Option will be $0.20 (Exercise Price).

• d) The Options held by each Optionholder may be exercised in whole or in part, and if exercised in part, multiples of 1,000 must be exercised on each occasion.

• e) An Optionholder may exercise their Options by lodging with the Company, before the Expiry Date:

  • i. a written notice of exercise of Options specifying the number of Options being exercised; and

  • ii. a cheque or electronic funds transfer for the Exercise Price for the number of Options being exercised,

( Exercise Notice ).

• f) An Exercise Notice is only effective when the Company has received the full amount of the Exercise Price in cleared funds.

• g) Within 10 Business Days of receipt of the Exercise Notice accompanied by the Exercise Price, the Company will allot the number of Shares required under these terms and conditions in respect of the number of Options specified in the Exercise Notice.

• h)

• The Options are not transferable unless otherwise authorised by the Company’s board of directors.

• i) All Shares allotted upon the exercise of Options will upon allotment rank pari passu in all respects with other Shares.

• j) The Company will not apply for quotation of the Options on ASX. However, the Company will apply for quotation of all Shares allotted pursuant to the exercise of Options on ASX within 10 Business Days after the date of allotment of those Shares.

• k) If at any time the issued capital of the Company is reconstructed, all rights of an Optionholder are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reconstruction.

• l) There are no participating rights or entitlements inherent in the Options and Optionholders will not be entitled to participate in new issues of capital offered to Shareholders during the currency of the Options. However, the Company will ensure that for the purposes of determining entitlements to any such issue, the record date will be at least 7 Business Days after the issue is announced. This will give Optionholders the opportunity to exercise their Options prior to the date for determining entitlements to participate in any such issue.

• m) An Option does not confer the right to a change in exercise price or a change in the number of underlying securities over which the Option can be exercised.

FOR ALL ENQUIRIES CALL: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600

Continuation Investments Limited ABN 91 106 854 175

FACSIMILE +61 8 9322 7602

ALL CORRESPONDENCE TO:

Continuation Investments Limited C/- Grange Consulting PO Box 1263 West Perth WA 6872 Australia

Your Address

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Securityholders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECORDED BEFORE 9.00am (WST) SUNDAY 18[TH] NOVEMBER 2012

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

(b) return both forms together in the same envelope.

STEP 3 Sign the Form

The form must be signed as follows :

Individual: This form is to be signed by the securityholder.

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

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting at 9.00am (WST) on Tuesday 20[th] November 2012 . Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged:

BY MAIL - Continuation Investments Limited

C/- Grange Consulting

PO Box 1263, West Perth WA 6872 Australia

BY FAX - + 61 8 9322 7602

IN PERSON - Continuation Investments Limited 945 Wellington Street, West Perth WA 6005

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Attending the Meeting

If you wish to attend the meeting please bring this form with you to assist registration .

Continuation Investments Limited

STEP 1 - Appointment of Proxy

I/We being a member/s of Continuation Investments Limited and entitled to attend and vote hereby appoint

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the Chairman of
the Meeting (mark with an OR
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Annual General Meeting of Continuation Investments Limited to be held at the offices of Continuation Investments Limited, 945 Wellington Street, West Perth WA 6005 on Tuesday 20[th] November 2012 at 9.00am (WST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit.

If the Chairman 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 in respect of resolution 1 & 6, please mark this box. By marking this box, you acknowledge that the Chairman of the Meeting may vote as your proxy even if he has an interest in the outcome of the resolution and votes cast by the Chairman 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 Chairman of the Meeting 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. By marking this box I/we acknowledge the Chairman of the Meeting can exercise my/our proxy even though he has an interest in the outcome of the resolution and unless a specific voting direction has been specified below, the Chairman of the Meeting is directed to vote in accordance with his voting intention as set out below.

The Chair will vote all undirected proxies in favour of resolution 1

STEP 2 - Voting directions to your Proxy – please mark � to indicate your directions

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Ordinary Business For Against Abstain
Resolution 1 Adoption of Remuneration Report
Resolution 2 Re-election of Mr Jeremy King as a Director
Resolution 3 Re-election of Mr Andrew Worland as a Director
Resolution 4 Re-election of Mr Richard Ochojski as a Director
Resolution 5 The appointment of RSM Bird Cameron as Auditor
Resolution 6 Issue of 1,250,000 Options to Mr Jeremy King
Resolution 7 Issue of 1,000,000 Options to Mr Andrew Worland
Resolution 8 Approval of 10% Placement Capacity
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In addition to the intentions advised above, the Chairman of the Meeting intends to vote undirected proxies in favour of each of the items of business.

*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.

STEP 3 - PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date / / 2012
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