TESORO GOLD LTD — AGM Information 2019

Oct 20, 2019

==> picture [135 x 40] intentionally omitted <==

21 October 2019

Update re AGM and Shareholder Approvals for Tesoro Acquisition

Plukka Limited ( Plukka or the Company ) (ASX: PKA) wishes to provide the following update on its upcoming Annual General Meeting (AGM) and the shareholder approvals required in relation to the Company’s proposed acquisition of Tesoro Resources Ltd (ACN 618 093 306) ( Tesoro ) ( Acquisition ).

The Company announced on 5 August 2019 that it had entered into a binding term sheet ( Term Sheet ) pursuant to which the Company agreed to acquire 100% of the issued capital of Tesoro. As announced on 3 October 2019, the Company and Tesoro have entered into a full form share purchase agreement in relation to the proposed Acquisition, superseding the Term Sheet ( Acquisition Agreement ).

The Acquisition is conditional on the Company obtaining all necessary regulatory and Shareholder approvals to effect the Acquisition and satisfying all other requirements of ASX for the reinstatement to official quotation of the Company’s Shares on the ASX (among other things) ( Official Quotation ).

On 7 October 2019, the Company dispatched its Notice of Annual General Meeting ( AGM Notice ) to Shareholders.

The AGM Notice included resolutions ( AGM Resolutions ) for all Shareholder approvals necessary to effect the Acquisition and satisfy all other requirements of ASX for Official Quotation, in particular resolutions to approve:

• (a) the Acquisition under ASX Listing Rule 11.1.2 (because the Acquisition, if successfully completed, will represent a significant change in the nature and scale of the Company’s operations) (AGM Resolution 3);

• (b) the consolidation of the Company’s Shares on a 15 to 4 basis ( Consolidation ) (AGM Resolution 4);

• (c) the issue of the Consideration Shares to the Tesoro Shareholders in consideration for the Acquisition (AGM Resolution 5);

• (d) the Company undertaking a capital raising by issuing a minimum of 150,000,000 Shares at $0.03 per Share to raise a minimum of $4,500,000 ( Capital Raising ) with the ability to issue up to an additional 33,333,333 Shares to raise up to $5,500,000 (AGM Resolution 6);

• (e) the participation of Director, Mr John Toll and of both Mr Zeffron Reeves and an entity related to Mr Geoffrey McNamara (who are both proposed Directors) in the Capital Raising (AGM Resolutions 7 to 9);

==> picture [135 x 40] intentionally omitted <==

• (f) the issue of Shares in satisfaction of $300,000 of converting loans owed by Tesoro (AGM Resolution 10);

• (g) the issue of Performance Rights to proposed Directors Messrs Geoffrey McNamara and Zeffron Reeves (or their nominees) (AGM Resolutions 12 and 13);

• (h) the issue of Shares in satisfaction for the debt owed to creditors of the Company (including Proposed Director, Mr Geoffrey McNamara and associated entities) (AGM Resolutions 14 and 15); and

• (i) the issue of Shares to PAC Partners in consideration for services provided to Tesoro and the Company (AGM Resolutions 16 and 17).

Further details of the AGM Resolutions are set out in the AGM Notice.

The issue of the Performance Rights to Messrs McNamara and Reeves (or their nominees) requires Shareholder approval under section 208 of the Corporations Act, which was contemplated under AGM Resolutions 12 and 13. However, due to an oversight, the AGM Notice was not lodged with ASIC as required by section 218 of the Corporations Act prior to being dispatched to Shareholders. Accordingly, the Company will withdraw AGM Resolutions 12 and 13 and has convened a further General Meeting to be held on 21 November 2019 to seek Shareholder approval for the issue of the Performance Rights to Messrs McNamara and Reeves (or their nominees) ( General Meeting ). The Notice of Meeting for the General Meeting was dispatched to Shareholders and has been released on ASX today.

The issue of the Performance Rights to Messrs McNamara and Reeves (or their nominees) is a term of the Acquisition Agreement, and completion of the Acquisition is conditional on Shareholders approving the issue. This means that, should Shareholders fail to approve the issue of the Performance Rights to Messrs McNamara and Reeves (or their nominees) at the General Meeting, the Acquisition will not proceed.

Timetable

An indicative timetable for completion of the Acquisition is set out below:

Event	Date*
Execution of the Binding Term Sheet	1 August 2019
Execution of the Share Purchase Agreement	3 October 2019
AGM Notice sent to Shareholders	3 October 2019
Notice of General Meeting sent to Shareholders	21 October 2019
Lodge prospectus for the Capital Raise with ASIC	Late October 2019
Opening date of Capital Raising	Late October 2019
Annual General Meeting	Early November 2019

==> picture [135 x 40] intentionally omitted <==

Event	Date*
Consolidation of Capital	7 November 2019
General Meeting	21 November 2019
Closing date of Capital Raising	22 November 2019
Issue of Securities under the Capital Raising	Late November 2019
Completion of Acquisition	Late November 2019
Despatch of holding statements	Late November 2019
Re-quotation on the ASX	Late November 2019

Please note this timetable is indicative only and the Directors reserve the right to amend the timetable as required.

For more information, please contact:

John Toll jt@azurecapital.com.au Chairman