TESORO GOLD LTD — AGM Information 2018

Jan 23, 2018

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NOTICE OF GENERAL MEETING

TIME: 12.30 pm AEDT DATE: 23 February 2018 PLACE: Level 42, Rialto South Tower 525 Collins St Melbourne VIC 3000

Important notice

This Notice of General Meeting should be read in conjunction with the Explanatory Memorandum. The Explanatory Memorandum contains important information about the matters to be considered at the General Meeting of Plukka Limited to assist Shareholders to determine how to vote on the Resolution set out in the accompanying Notice. Should you wish to discuss any of the matters detailed in this Notice, please do not hesitate to contact the Company Secretary on +61 3 9614 2444 or charly@cdplus.com.au.

Contents

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Notice of General Meeting 1 Explanatory Memorandum 4 Glossary 7 Proxy Form Attached

Notice of General Meeting of Shareholders of Plukka Limited

Notice is hereby given that a meeting of the Shareholders of Plukka Limited (ACN 106 854 175) ( Plukka or the Company ) will be held:

• on Friday 23 February 2018 at 12.30 pm AEDT

• at the offices of Coghlan Duffy & Co at Level 42, Rialto South Tower, 525 Collins St, Melbourne VIC 3000

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Important Information

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 7pm (AEDT) on 21 February 2018.

Voting in person

To vote in person, attend the Meeting at the time, date and place set out above.

Voting online

To vote online, please go to https://investor.automic.com.au/#/loginsah and follow the instructions on your Proxy Form.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

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

• each Shareholder has a right to appoint a proxy;

• the proxy need not be a Shareholder of the Company; and

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

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote the particular Resolution. If an appointment of a proxy specifies the way the proxy is to vote on the Resolution:

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the Resolution, the proxy must not vote on a show of hands; and

• if the proxy is the Chair at which the Resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

• if the proxy is not the Chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed); and

• if the appointed proxy is not the Chair and at the Meeting, a poll is duly demanded on the Resolution and either of the following applies:

  • the proxy is not recorded as attending the Meeting; or

• the proxy does not vote on the Resolution,

• the Chair is taken, before voting on the Resolution closes, to have been appointed as the proxy for the purposes of voting on the Resolution at the Meeting.

Corporate representatives

A Shareholder that is a body corporate may appoint an individual to act as its representative at the Meeting by providing a duly executed Certificate of Appointment of Corporate Representative. Unless otherwise specified in the Certificate, the representative may exercise all or any of the powers that the body corporate may exercise at the Meeting or in voting on the Resolution. A Certificate is available upon request from the Share Registry.

Appointments may be lodged in advance of the Meeting with the Company’s Share Registry, or handed in at the Meeting when registering.

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BUSINESS OF THE GENERAL MEETING

Resolution 1 – Selective reduction of capital

To consider and, if thought fit, pass with or without amendment the following Resolution as a special resolution :

“ THAT , subject to the approval of Resolution 1 at the Special Meeting, for the purposes of section 256C of the Corporations Act and for all other purposes, approval is given for the Company to selectively reduce its capital by cancelling 10,013,531 Shares for nil cash consideration on the terms and conditions set out in the Explanatory Memorandum.”

The Chair intends to vote all undirected proxies in favour of this Resolution.

Voting Exclusion Statement:

In accordance with section 256C(2)(a) of the Corporations Act, the Company will disregard any votes cast on this Resolution by Treliss or its Associates.

Other Business

To transact any other business which may legally be brought before the Meeting.

Dated: 23 January 2018 By order of the Board

Charly Duffy Director/Company Secretary

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EXPLANATORY MEMORANDUM

This Explanatory Memorandum has been prepared for the information of the Shareholders in relation to the business to be conducted at the Meeting.

Resolution 1 – Selective reduction of capital

1.1 Background

As announced on 6 March 2017, the Company entered into a financing agreement ( Agreement ) with Treliss Worldwide Inc ( Treliss ). Under the Agreement, Treliss was to provide the Company with a US$1M revolving inventory financing facility for two years ( Facility ).

In consideration for the provision of the Facility, the Company issued Treliss 20,963,531 Shares, all of which are voluntarily escrowed for 24 months from the date of issue.

Further to the disclosures in the announcements dated 11 October 2017, 12 December 2017 and 19 January 2018, Treliss, Plukka (HK) Ltd and the Company agreed to terminate the Agreement in consideration for the cancellation of 10,013,531 Shares held by Treliss ( Cancelled Shares ) and the return or purchase by the Company of certain consigned inventory previously consigned by Treliss. The Agreement was terminated on 12 December 2017 without any admission of liability on the part of either party.

The key terms of the settlement include:

• termination of the Agreement was conditional upon the Company returning all products on consignment which were in the Company’s possession to Treliss’ premises, or the Company paying Treliss the wholesale value of such items;

• as soon as practicable, the Company convening this Meeting and a Special Meeting to seek the approval of the cancellation of the Cancelled Shares for nil cash consideration in accordance with section 256C of the Corporations Act ( Capital Reduction );

• the voluntary escrow restrictions which apply to the balance of Treliss’ Shares will be released with effect from completion of the Capital Reduction contemplated by Resolution 1;

• each party will release the other from their obligations and claims under the Agreement other than their respective indemnification obligations, which will survive for 18 months; and

• both the Company and Treliss may freely use the intellectual property rights designed and developed by both parties under section 11.1 of the Agreement without royalty or other restriction.

As part of the settlement, Treliss signed an irrevocable power of attorney appointing the Company as its attorney to exercise the voting rights attaching to Treliss’ Shares at the General Meeting and the Special Meeting to give effect to the Capital Reduction. Accordingly, the Company intends to:

• abstain from voting Treliss’ Shares on Resolution 1 at the General Meeting; and

• • vote Treliss’ Shares in favour of Resolution 1 at the Special Meeting.

The table below sets out the number of Shares Treliss currently holds and the number of Shares it will hold if the Capital Reduction contemplated by Resolution 1 is completed.

Shareholder	Total Shares Prior to Capital Reduction	Cancelled Shares	Balance upon Completion of Capital Reduction
Treliss Worldwide Inc.	20,963,531	10,013,531	10,950,000

1.2 Reasons for Capital Reduction

The Company and Treliss agreed to terminate the Agreement in consideration for (amongst other things) the forfeiture and cancellation of the Cancelled Shares. Accordingly, the Company seeks Shareholder approval of the Capital Reduction under Resolution 1 to give effect to the Agreement.

Pursuant to section 256C of the Corporations Act, a company may make a selective capital reduction if it is approved by a special resolution passed at a general meeting of the Company, with no votes being cast in favour of the resolution by any person who is to receive consideration as part of the reduction or whose liability to pay amounts unpaid on shares is to be reduced.

Section 256B of the Corporations Act requires that a company may only reduce its capital if:

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• a) it is fair and reasonable to the shareholders as a whole;

• b) does not materially prejudice the company’s ability to pay its creditors; and

• c) is approved by shareholders in accordance with section 256C of the Corporations Act.

The Directors are of the view that the Capital Reduction is fair and reasonable to Shareholders for the following reasons:

• a) the Capital Reduction will only result in the cancellation of the Cancelled Shares issued to Treliss;

• b) the Capital Reduction will not materially prejudice the Company’s ability to pay its creditors and will have a minimal financial effect on the Company; and

• c) the financial effect of the Capital Reduction on cash reserves will be nil as no cash consideration is being provided.

Pursuant to section 256C of the Corporations Act, a selective capital reduction can be approved by passing a special resolution at each of:

• a) a general meeting of Shareholders ( General Meeting ); and

• b) a meeting of the Shareholders whose Shares are to be cancelled ( Special Meeting ).

Resolution 1 will be passed by Shareholders as a special resolution if 75% of the votes cast by Shareholders present and eligible to vote (whether in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative) are in favour of it.

The Special Meeting will be held immediately after this General Meeting.

If Shareholders approve Resolution 1, subject to Treliss also passing a special resolution at the Special Meeting, the Company will reduce its issued capital by 10,013,531 Shares, or 5.41% of the issued capital of the Company.

1.3 Financial effect of the Capital Reduction on the Company

The cancellation of the Cancelled Shares for nil cash consideration will have no effect on the Company’s financial position.

1.4 Impact on control

The Cancelled Shares represent approximately 5.41% of the issued capital of the Company as at the date of this Notice. Other things being equal, the Capital Reduction will have the effect of:

• decreasing the issued capital of the Company by approximately 5.41%; and

• increasing each Shareholder’s voting power (after completion of the Capital Reduction) in the Company by approximately 5.72%.

The effect of the Capital Reduction on the shareholding of the Company’s substantial Shareholders is set out in the table below.

Shareholder	Voting power as at 19 January 2018 (%)	Voting power following Capital Reduction (%)
Jai Waney	14.74	15.58
Treliss Worldwide Inc.	11.33	6.26*
Citicorp Nominees Pty Limited	8.10	8.56
Sino Portfolio International Limited	6.62	6.99
Terra Amata Pty Ltd	5.60	5.92
Azure Capital Limited	5.41	5.71
Plukka Limited**	11.33	0.00***

• Percentage interest held by Treliss post completion of the Capital Reduction and the cancellation of the Cancelled Shares.

** Pursuant to section 608(1) of the Corporations Act, the Company is deemed to have a relevant interest in Shares the subject of the voluntary escrow agreement between the Company and Treliss.

*** Following the Capital Reduction, the voluntary escrow restrictions which apply to Treliss’ remaining Shares will be released and the Company will no longer be deemed to have a relevant interest in such Shares.

1.5 Advantages of the Capital Reduction

The Capital Reduction will have the effect of reducing the issued capital of the Company by 5.4% whilst theoretically leaving its market capitalisation unchanged. Accordingly, the value of each of the Company’s

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Shares should increase by a corresponding amount. Shareholders not participating in the Capital Reduction will, therefore, benefit from an anticipated increase in the value of their shareholdings.

The Capital Reduction provides no advantages to Treliss other than in its capacity as a continuing Shareholder of the Company.

1.6 Disadvantages of the Capital Reduction

For those Shareholders not participating in the Capital Reduction, there are no disadvantages to the proposal.

For Treliss, the disadvantage of the Capital Reduction is that it will have a proportion of its holdings in the Company cancelled for nil cash consideration.

1.7 Interests of Directors

No current Director has an interest in the Capital Reduction, other than any interest shared by all shareholders (ie. their respective interests in the advantages of the Capital Reduction as set out in section 1.5 above).

Chapter 2E of the Corporations Act regulates the provision of financial benefits to related parties of a public company. Section 208 of the Corporations Act prohibits a public company giving a financial benefit to a related party unless one of a number of exceptions applies or shareholder approval is obtained. As Treliss is controlled by Nirav Mehta, a person who was a Director of the Company in the last six months, Treliss is deemed to be a related party of the Company.

One exception to the prohibition against providing a financial benefit to a related party of a public company is where the provision of the financial benefit is on terms that would be reasonable in the circumstances if the Company and the related party were dealing at arm’s length (or on terms less favourable to the related party than arm’s length). Given that the consideration for the Cancelled Shares is nil and the anticipated increase in the value of Treliss’ remaining shareholding in the Company will be the same as the increase received by other Shareholders, the Board considers that consideration for the Cancelled Shares to be arm’s length and does not consider that the Company is required to obtain Shareholder approval under Chapter 2E.

Accordingly, Resolution 1 does not seek Shareholder approval for the purposes of Chapter 2E of the Corporations Act.

1.8 What if the Capital Reduction does not proceed?

If the Capital Reduction does not proceed, the issued capital of the Company and the Shareholding of Treliss will not change. Treliss’ Shares will also remain subject to voluntary escrow until 6 March 2019.

1.9 Board recommendation and other information

There is no other information known to the Board which may be material to the decision on how to vote on Resolution 1 which the Company has not previously disclosed to Shareholders.

The Board recommends that you vote in favour of Resolution 1.

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GLOSSARY

AEDT means Australian Eastern Daylight Savings Time as observed in Melbourne, Victoria, Australia.

Associate has the meaning given to it in the Corporations Act.

Board means the current board of directors of the Company.

Cancelled Shares has the meaning ascribed to it in section 1.1 of the Explanatory Memorandum.

Capital Reduction has the meaning ascribed to it in section 1.1 of the Explanatory Memorandum.

Chair means the chairperson of the Meeting.

Company or Plukka means Plukka Ltd ACN 106 854 175.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

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

Notice or Notice of General Meeting means this notice of general meeting including the Explanatory Memorandum and the Proxy Form.

Proxy Form means the proxy form accompanying the Notice.

Resolution means the resolution set out in the Notice.

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

Shareholder means a holder of a Share.

Special Meeting means the meeting of Treliss to be held immediately after the General Meeting in accordance with section 256C(2) of the Corporations Act.

Treliss means Treliss Worldwide Inc.

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