PLUKKA LIMITED ACN 106 854 175 (TO BE RENAMED ‘TESORO RESOURCES LIMITED’) NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME : 9.00 AM (WST) DATE : 7 November 2019 PLACE : RSM, Level 32, 2 The Esplanade, Perth, WA, 6000

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

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.

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 4.00 PM (WST) on 5 November 2019.

IMPORTANT INFORMATION

Time and place of Meeting

Notice is given that the Meeting will be held at RSM, Level 32, 2 The Esplanade, Perth WA, 6000 on 7 November 2019 at 9.00AM (WST).

Your vote is important

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

Voting in person

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

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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

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 on a particular resolution and, if it does :

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 of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and

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if the proxy is not the chair, the proxy need not vote on the poll, but if the 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).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; 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 of the meeting 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.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 9614 2444.

IMPORTANT NOTE

The Acquisition of Tesoro requires Shareholder approval under the ASX Listing Rules and therefore may not proceed if that approval is not forthcoming. ASX takes no responsibility for the contents of this Notice of Meeting.

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BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the Directors, the Director’s report, the Remuneration Report and the auditor’s report.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

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 for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2019.”

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

A vote on this Resolution must not be cast (in any capacity) by or on behalf of either of the following persons:

(a) a member of the Key Management Personnel, details of whose remuneration are included in the Remuneration Report; or

(b) a Closely Related Party of such a member.

However, a person (the voter ) described above may cast a vote on this Resolution as a proxy if the vote is not cast on behalf of a person described above and either:

(a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on this Resolution; or

(b) the voter is the Chair and the appointment of the Chair as proxy:
(i) does not specify the way the proxy is to vote on this Resolution; and (ii) expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN TOLL

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

“That, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, John Toll, a Director, retires by rotation, and being eligible, is re-elected as a Director.”

4. RESOLUTION 3 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION OF TESORO RESOURCES LIMITED

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purpose of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to make a significant change to the nature and scale of its activities resulting from completion of the

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Acquisition of Tesoro Resources Limited, as described in the Explanatory Statement.”

Short Explanation: The Company has entered into the Acquisition Agreement pursuant to which the Company has agreed to acquire 100% of the issued capital of Tesoro from the Tesoro Shareholders ( Acquisition ). If successful, the Acquisition will result in the Company changing the nature and scale of its activities. ASX Listing Rule 11.1.2 requires the Company to seek Shareholder approval where it proposes to make a significant change to the nature and scale of its activities. ASX has also advised the Company that it will be required to re-comply with the requirements of Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. Please refer to the Explanatory Statement for details.

Voting Exclusion Statement: The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, or an associate of that person (or those persons), if the Resolution is passed. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

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

"That, subject to and conditional upon the passing of all Essential Resolutions, pursuant to section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every 15 Shares be consolidated into 4 Shares ( Consolidation ) and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction down to the nearest whole Share."

6. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES TO THE TESORO SHAREHOLDERS

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

“That, subject to and conditional upon the passing of all Essential Resolutions , for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 112,294,158 Shares (on a post-Consolidation basis) to the Tesoro Shareholders in consideration for the Acquisition on the terms and conditions set out in the Explanatory Statement ( Consideration Shares ).”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Tesoro Shareholders and any person who will obtain a benefit as a result of the Acquisition, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed, or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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7. RESOLUTION 6 – CAPITAL RAISING

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 183,333,333 Shares at an issue price of $0.03 per Share (on a post-Consolidation basis) ( Capital Raising Shares ) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

8. RESOLUTION 7 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR JOHN TOLL

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 6,666,666 Shares (on a post-Consolidation basis) to Mr John Toll (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr John Toll (or his nominee) or any of his associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

9. RESOLUTION 8 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR ZEFFRON REEVES

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 6,666,666 Shares (on a post-Consolidation basis) to Mr Zeffron Reeves (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr Reeves (or his nominee) or any of his associates. 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,

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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.

10. RESOLUTION 9 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR GEOFFREY MCNAMARA

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 6,666,666 Shares (on a post-Consolidation basis) to Tanamera Resources Pte Ltd, an entity associated with Mr Geoffrey McNamara (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Mr McNamara, Tanamera Resources Pte Ltd (or their nominees) or any of their associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

11. RESOLUTION 10 – APPROVAL TO ISSUE SHARES ON CONVERSION OF THE TESORO CONVERTIBLE LOAN

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 12,500,000 Shares (on a post-Consolidation basis) to the Lenders (or their nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of a person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the Company) or an associate of that person (or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

12. RESOLUTION 11 – ELECTION OF DIRECTOR - MR GEOFFREY MCNAMARA

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of clause 14.3 of the Constitution and for all purposes, Mr Geoffrey McNamara, who being eligible and having given his consent to act, be elected as a director of the Company with effect on and from completion of the Acquisition.”

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13. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO MR GEOFFREY MCNAMARA

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of Section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 73,812,805 Performance Rights to Mr Geoffrey McNamara (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr McNamara (or his nominee) or any of his associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

14. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS TO MR ZEFFRON REEVES

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of section 208 of the Corporations Act, ASX Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 63,027,195 Performance Rights to Mr Zeffron Reeves (as trustee for the Palin Account Trust) (or his nominee) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of this Resolution by or on behalf of Mr Reeves (as trustee of the Palin Account Trust) (or its nominee) or any of his associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

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However, the above prohibition does not apply if:

(a) the proxy is the Chair; and (b) the appointment expressly authorises the Chair to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

15. RESOLUTION 14 – APPROVAL TO ISSUE SHARES ON CONVERSION OF DEBT TO TANAMERA RESOURCES PTE LTD

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 12,400,367 Shares (on a post-Consolidation basis) to Tanamera Resources Pte Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Tanamera Resources Pte Ltd (or its nominees) or any of its associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

16. RESOLUTION 15 – APPROVAL TO ISSUE SHARES ON CONVERSION OF DEBT TO LINKWOOD HOLDINGS PTE LTD

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 4,424,600 Shares (on a post-Consolidation basis) to Linkwood Holdings Pte Ltd (or its nominees) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of Linkwood Holdings Pte Ltd (or its nominees) or any of its associates. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

17. RESOLUTION 16 – ISSUE OF SHARES TO PAC PARTNERS – FEE FOR TESORO CONVERTING LOAN RAISING

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 625,000 Shares (on a post-consolidation basis) to PAC Partners (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

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Voting Exclusion Statement : The Company will disregard any votes cast in favour of the Resolution by or on behalf of PAC Partners (or its nominees) and any person who will obtain a benefit, except a benefit solely in the capacity of a holder of Shares, if this Resolution is passed or 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

18. RESOLUTION 17 – ISSUE OF SHARES TO THE LEAD MANAGER

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

“That, subject to and conditional upon the passing of all Essential Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 19,166,667 Shares (on a post-consolidation basis) to PAC Partners (or its nominee) on the terms and conditions set out in the Explanatory Statement.”

19. RESOLUTION 18 – CHANGE OF COMPANY NAME

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, subject to and conditional on the passing of all Essential Resolutions, for the purposes of section 157(1)(a) of the Corporations Act and for all other purposes, approval is given for the name of the Company to be changed to Tesoro Resources Limited with effect from Completion.”

20. RESOLUTION 19 – ADOPTION OF INCENTIVE OPTION AND PERFORMANCE RIGHTS PLAN

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 7.2 (Exception 9(b)) and for all other purposes, approval is given for the Company to adopt an employee incentive scheme titled Incentive Option and Performance Rights Plan and for the issue of securities under that Incentive Option and Performance Rights Plan, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion Statement: The Company will disregard any votes cast in favour of the Resolution by or on behalf of any Director or Proposed Director except one who is ineligible to participate in any employee incentive scheme in relation to the Company, or any associates of those Directors. 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 proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

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Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either: (i) a member of the Key Management Personnel; or (ii) a Closely Related Party of such a member; and (b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

21. RESOLUTION 20 – REPLACEMENT OF CONSTITUTION

To consider and, if thought fit, to pass the following resolution as a special resolution :

“That, for the purposes of section 136(2) of the Corporations Act and for all other purposes, approval is given for the Company to repeal its existing Constitution and adopt a new constitution in its place in the form as signed by the chairman of the Meeting for identification purposes.”

Dated: 7 October 2019

By order of the Board

John Toll Non-Executve Chairman

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Voting in person

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

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 member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 3 9614 2444.

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. FINANCIAL STATEMENTS AND REPORTS

In accordance with the Constitution, the business of the Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2019 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report.

The Company will not provide a hard copy of the Company’s annual financial report to Shareholders unless specifically requested to do so. The Company’s annual financial report is available on its website at www.plukka.com.au.

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the company or the directors of the company.

The remuneration report sets out the company’s remuneration arrangements for the directors and senior management of the company. The remuneration report is part of the directors’ report contained in the annual financial report of the company for a financial year.

The chair of the meeting must allow a reasonable opportunity for the Company’s shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

If, at:

(a) consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report; and
(b) the first of those annual general meetings a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) was not put to vote,

then a company is required to put to its shareholders a Spill Resolution at the second of those annual general meetings.

If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting.

All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the

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company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting.

Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company.

2.3 Previous voting results

At the Company’s previous annual general meeting the votes cast against the remuneration report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN TOLL

3.1 General

ASX Listing Rule 14.5 provides that an entity which has directors must hold an election of directors at each annual general meeting.

The Constitution sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Article 14.2 of the Constitution requires that one third of the Directors (rounded up to the nearest whole number) must retire at the Company's next annual general meeting. The Director who has been longest in office since their last election is to retire and stand for re-election at the Meeting and, in the event that multiple persons became Directors on the same day, the Director to retire shall be determined by drawing lots (unless otherwise agreed between themselves). Article 14.2 of the Constitution further allows a Director who retires to be eligible for re-election at that meeting.

John Toll, who has served as a Director since 30 October 2017 and was last reelected on 28 November 2018, retires by rotation and seeks re-election.

3.2 Qualifications and other material Directorships

Mr Toll brings valuable experience as a partner of Azure Capital Limited, a leading corporate advisory firm based in Perth, Western Australia. Mr Toll has over 10 years’ experience in corporate advisory, focusing mainly on equity financing transactions across a range of industries including mining, technology, general industrials, biotech and infrastructure. He has advised local and international clients on transactions ranging from private capital raisings for early stage companies through to strategic and transformation capital raising for established businesses.

3.3 Independence

If re-elected, the board considers Mr Toll will be an independent Director.

3.4 Board recommendation

The Board (other than Mr Toll) supports the election of Mr Toll and recommends that Shareholders vote in favour of Resolution 2.

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4. BACKGROUND TO THE ACQUISITION OF TESORO RESOURCES LIMITED

4.1 General Background

Plukka Limited (ASX: PKA) ( Company or PKA ) is an Australian public company which has been listed on the Official List of the ASX since 28 January 2004. Most recently the Company’s activities have consisted of a multi-brand, omnichannel fine jewellery platform connecting designers of fine jewellery with consumers all over the world. In January 2018, the Company announced its plan to close its fine jewellery business and that is was seeking to acquire a new asset or business to help maximise shareholder value.

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 Resources Limited (ACN 618 093 306) ( Tesoro ) ( Acquisition ). 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 ). The key terms of the Acquisition Agreement are set out in Schedule 1.

The consideration for the Acquisition will be satisfied by the issue to the Tesoro Shareholders (or their nominees) of 112,294,158 Shares (on a post-Consolidation basis) at Completion.

The Company confirms that it has undertaken appropriate enquiries into the assets and liabilities, financial position and performance, profits and losses, and prospects of Tesoro for the Company’s Board to be satisfied that the Acquisition is in the best interests of the Company as its Shareholders.

No party will acquire control of or voting power of 20% or more in the Company as at completion as a result of the Acquisition.

Trading in the Company’s Shares is currently suspended and will remain suspended until the Company re-complies with Chapters 1 and 2 of the Listing Rules following completion of the Acquisition. 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).

The Company has not issued any Securities in the 6 months prior to the date of this Notice.

ASX has an absolute discretion in deciding whether or not to re-admit the Company to the Official List and to reinstate the Company’s Shares to Official Quotation and therefore the Acquisition may not proceed if ASX exercises that discretion. Investors should take account of these uncertainties in deciding whether or not to buy or sell the Company’s Securities.

4.2 Summary of Resolutions

This Notice of Meeting sets out the Resolutions necessary to complete the Acquisition and associated transactions ( Essential Resolutions ). Each of the

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Essential Resolutions are conditional upon the approval by Shareholders of each of the other Essential Resolutions. If any of the Essential Resolutions are not approved by Shareholders, all of the Essential Resolutions will fail and completion of the Acquisition will not occur.

A summary of the Essential Resolutions is as follows:

(a) the Acquisition, if successfully completed, will represent a significant change in the nature and scale of the Company’s operations, for which Shareholder approval is required under ASX Listing Rule 11.1.2 (Resolution 3);
(b) the consolidation of the Company’s Shares on such basis as will result in the Company having 46,809,395 Shares on issue on a post-Consolidation basis (Resolution 4);
(c) the issue of the Consideration Shares to the Tesoro Shareholders in consideration for the Acquisition (Resolution 5);
(d) the Company will need to re-comply with Chapters 1 and 2 of the ASX Listing Rules and, to achieve this, must successfully undertake 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 (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 (Resolution 7, Resolution 8 and Resolution 9);
(f) the issue of Converting Loan Shares to the Lenders (Resolution 10);
(g) the issue of Performance Rights to the Proposed Directors (Resolution 12 and Resolution 13);
(h) the issue of Shares in satisfaction for the debt owed to creditors of the Company (including Proposed Director, Mr Geoffrey McNamara and entities associated) (Resolution 14 and Resolution 15); and
(i) the issue of Shares to PAC Partners in consideration for services provided to Tesoro and the Company (Resolution 16 and Resolution 17);

In addition, the Company is seeking Shareholder approval for various other nonEssential Resolutions.

Resolution 18 (which relates to the change of the Company’s name) is conditional upon and subject to the Essential Resolutions but is not itself an Essential Resolution.

4.3 Tesoro

(a) Background

Tesoro is an Australian unlisted public company, incorporated on 21 March 2017 as Stockholm Holdings Pty Ltd and on 5 October 2017 it changed its name to “Tesoro Resources Limited”.

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Other than the Converting Loan referred to in Section 10, Tesoro has not issued any Securities in the 6 months prior to the date of this Notice.

Tesoro was established with a strategy of acquiring, developing and building mining projects in the Coastal Cordillera region of Chile with a focus on gold. Tesoro currently holds option agreements to acquire interests in two highly prospective gold projects, up to 80% of the El Zorro Gold Project and up to 100% of the Espina Gold Projects, in the Coastal Cordillera region.

The Coastal Cordillera region of Chile is host to multiple world class copper and gold mines, has existing infrastructure, service providers, and an experienced mining workforce. Large areas of the Coastal Cordillera remain unexplored due to the unconsolidated nature of mining concession ownership. Tesoro has been able to secure rights to two consolidated district scale gold projects in-line with the company’s strategy.

(b)

El Zorro Gold Project

Tesoro’s subsidiary Tesoro Mining Chile SpA, has entered into an agreement with Mr José Agustín Bahamondes Améstica under which it has rights to acquire 80% of the El Zorro Gold Project ( El Zorro ), located 130km from Copiapo in Region III (Atacama) of Chile, approximately 850km north of the Chilean capital, Santiago. The project covers an area of approximately 10,500 hectares. Mr Bahamondes owns the remaining interest in El Zorro.

Gold mineralisation at El Zorro is associated with a suite of felsic to intermediate intrusive rocks (diorites and tonalites) which have been subject to multiple phases of faulting and brittle deformation resulting in the deposition of gold bearing fluids within intrusive rocks.

Tesoro has undertaken considerable exploration work at the project including the drilling of 16 diamond drill holes. Tesoro’s work has identified an extensive, district scale, gold system.

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El Zorro Gold Project Location

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El Zorro Project concession area (yellow) and exploration targets (red). Blue excised areas are third party concessions.

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El Zorro Project district geology map and targets with outcrop channel sampling results

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Tesoro currently owns 51% of El Zorro. An additional USD$2,000,000 of expenditures is required prior to January 2021 to earn 70%, and complete a feasibility study by January 2022 to earn 80%, as set out below.

The project payments are reimbursements for historical costs incurred by the project vendor in developing the project.

Stage	Date to Complete	Expenditure (USD)	Project Payment (USD)	Status	Tesoro ownership achieved
1	17 January 2018	Nil	50,000	Complete.	10%
2	17 July 2020	2,000,000	50,000	Project Payment complete. Approximately USD$1.5 million of expenditure has been completed Tesoro has acquired a 51% beneficial ownership interest in El Zorro, but must complete this expenditure requirement by July 2020 to prevent clawback to 10% ownership.	51%
3	17 January 2021	1,500,000	50,000	Incomplete.	70%
4	17 January 2022	Nil – Feasibility Study to be completed	50,000	Incomplete.	80%

The parties have agreed that, following completion of further exploration and study work on the project, they will negotiate in good faith to finalise an agreement to give Tesoro an option to buy out the residual 20% of El Zorro after it has earned in up to the current 80% threshold.

Should Tesoro not acquire the residual 20%, that 20% interest will not be a free carried interest, and will be subject to dilution if the holder fails to meet expenditure calls and Tesoro does meet such calls. Tesoro also has a right of first refusal over the project, so that the project vendor must offer his interests in the project to Tesoro before he can sell to a third party.

(c) Espina Gold Project

Tesoro’s subsidiary Tesoro Mining Chile SpA, has entered into an agreement with Nueva Colonial Resources S.C.M ( Espina JV Company ) and its existing shareholders Alejandro Rojas, Diego Brieba and Stephan Lurrman under which it has rights to acquire 100% of the Espina Gold Project (held through the Espina JV Company) ( Espina Project ), located 50km south of Santiago, in the Maipo Valley, Chile. The project covers an area of approximately 5,530 hectares and is within a well-known

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epithermal gold region 25km north of Yamana Gold’s operating Florida mine. Tesoro is targeting epithermal style gold mineralisation which has been identified within the project area.

Tesoro has undertaken considerable exploration work at the project including mapping, systematic soil sampling (over 1,000 soil samples) and processing and interpretation of aeromagnetic data. Tesoro’s work has identified two structural / fault trends which are delineated by strong geochemical anomalism, outcropping epithermal gold bearing veins and associated widespread alteration believed to indicate the presence of a large epithermal mineralising system.

Tesoro’s work has returned rock chip results from outcropping epithermal veins of up to 69.30g/t Au. Two main trends have been identified, the Infernillio Trend and the Puertelara Trend. These two trends have a strike extent in excess of 2kms each and are coincident with Au, Ag, As, Pb, Sb and Zn soil anomalies. Each trend has been mapped at up to 100m wide in places with multiple veins and associated alteration observed across a wide strike width.

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Espina Gold Project Location

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Espina Gold Project Concession Map on district geology showing major targets

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Espina Gold Project – Infernillio and Puertelera targets showing large multielement soil anomalies over geology. Please refer to the Company’s ASX Announcement dated 5 August 2019 for further details.

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Tesoro has an option to acquire 100% of the Espina Project by meeting exploration expenditures and project payments over 5 years as set out below.

Stage	Date to complete	Expend- iture (USD)	Project Payment (USD)	Status	Tesoro ownership achieved
1	11 Sept 2020	750,000	50,000 – (due 11 December 2019)	Approximately USD$300,000 expenditure completed. Project Payment paid.	30.50%
2	11 Sept 2021	750,000	50,000 (due 11 December 2020)	Incomplete	60%
3	11 Sept 2022	1,500,000	50,000 (due 11 December 2021)	Incomplete	70%
4	11 Sept 2023	1,500,000	50,000 (due 11 December 2022)	Incomplete	90%
5	11 Sept 2024		4,000,000 (cash or shares)*	Incomplete – paid at the Company’s election	100%

In accordance with the Listing Rules and ASX policy, if the Company elects to exercise the Stage 5 option within 2 years from the Company being re-listed, the US$4,000,000 consideration payment will be made in Shares and subject to escrow under the Listing Rules.

In addition, Tesoro is also responsible to pay for a third-party option contract, entered into by the Espina vendor, to acquire two further concessions within the Espina Project area. Two further payments totalling USD$282,725 are to be paid by December 2020 in order for the option to be exercised for 100% of these additional concessions.

In total for the Espina Project, Tesoro is required to pay further cash amounts totalling USD$482,725, comprising total payments of:

(i) USD$200,000 to the Espina Project vendor over 5 years; and

(ii) USD$282,725 to a third party concession holder by December 2020.

The stage one to four project payments are reimbursements for historical costs incurred by the project vendors in developing the project.

Tesoro has satisfied the first USD$50,000 project payment to the Espina Project vendor as set out above.

Following completion of the acquisition of Tesoro, the Company intends to explore and develop the gold targets at both the El Zorro and Espina Projects.

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(d) Business model

Following completion of the Capital Raising and the Acquisition, the Company’s proposed business model will be to further explore and develop the gold targets at both the El Zorro and Espina Projects and identified mineralisation. The Company’s main objectives will be to:

(i) systematically explore and seek to develop the El Zorro and Espina Projects;
(ii) focus on mineral exploration or resource opportunities that have the potential to deliver growth for Shareholders;
(iii) continue to pursue other acquisitions that have a strategic fit for the Company;
(iv) implement a growth strategy to seek out further exploration and acquisition opportunities in Chile; and
(v) provide working capital for the Company.

(e) Key Dependencies of the Business Model

The key dependencies influencing the viability of the Acquisition are:

(i) the Company’s capacity to re-comply with Chapters 1 and 2 of the ASX Listing Rules to enable re-admission to quotation of the Company’s Securities;
(ii) reliance upon key personnel and management;
(iii) the successful completion of the Capital Raising;
(iv) the successful completion of the Acquisition; and
(v) raising sufficient funds to further explore and develop potential resource opportunities at the El Zorro and Espina Projects.

(f) Related parties

The Board intends to appoint Messrs McNamara and Reeves as directors of the Company upon completion of the Acquisition. On this basis, Messrs McNamara and Reeves are each a related party by virtue of each being a person who is likely to become a related party of the Company in the future.

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4.4 Group Structure

Upon completion of the Acquisition, Tesoro will become a wholly owned subsidiary of the Company. A group structure diagram is set out below, which assumes completion of the Acquisition:

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Notes:

¹ Dormant, existing Subsidiary of the Company in the process of being wound up.

² Tesoro’s Chilean in-country General Manager and Legal Counsel who has retained a 5% interest in the Tesoro Chilean subsidiary.

³ Tesoro has the right to earn up to 100% of this entity.
⁴ Tesoro has the right to earn up to 80% of this entity.

4.5 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

ASX has advised the Company that the change in the nature and scale of the Company’s activities is a back-door listing of Tesoro which consequently requires the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules before it can be re-instated to trading on the ASX (including any ASX requirement to treat the Company’s Securities as restricted Securities).

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reinstatement to Official Quotation of the Company’s Shares on the ASX (among other things).

If the Essential Resolutions are not approved at the Meeting, the Acquisition will not proceed, and the Company’s Securities will remain suspended from trading

4.6 Indicative timetable

An indicative timetable for completion of the Acquisition and the associated transactions set out in this Notice is set out below:

Event	Date*
Execution of the Acquisition Agreement	3 October 2019
Notice of Meeting for the Acquisition sent to Shareholders	7 October 2019
Lodge prospectus for the Capital Raise with ASIC	Mid-October 2019
Opening date of Capital Raising	Mid-October 2019
Shareholder Meeting to approve the Acquisition, Consolidation and Capital Raise	7 November 2019
Consolidation of Capital	Early November 2019
Closing date of Capital Raising	Early November 2019
Issue of Securities under the Capital Raising	Mid- November 2019
Completion of Acquisition	Mid-November 2019
Despatch of holding statements	Mid-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.

4.7 ASX waivers and confirmations obtained

ASX Listing Rule 2.1 (Condition 2)

ASX Listing Rule 2.1 (Condition 2) provides that the issue price or sale price of all the securities for which an entity seeks quotation (except options) must be at least 20 cents in cash.

The Company has received a conditional waiver from the requirements of ASX Listing Rule 2.1 (Condition 2) to allow the Company to offer Shares under the Capital Raising with an issue price which is less than 20 cents.

Please refer to Schedule 5 for the full terms of the waiver.

ASX Listing Rule 9.1.3

Pursuant to ASX Listing Rule 9.1.3, an entity which issues restricted securities must apply the restrictions set out in Appendix 9B or such other restrictions ASX decides in its discretion.

The Company has sought a waiver in respect of ASX Listing Rule 9.1.3 to apply the restrictions in items 1 and 2 of Appendix 9B (as applicable) to the

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Consideration Shares (amongst others) on a ‘look through relief’ basis, to limit the applicable restrictions.

ASX Listing Rule 10.13.3

ASX Listing Rule 10.11 requires a listed company to obtain Shareholder approval by ordinary resolution prior to the issue of equity securities, or agreement to issue equity securities, to a related party of the Company.

ASX Listing Rule 10.13 sets out the requirements for Shareholder approval under ASX Listing Rule 10.11. In particular, ASX Listing Rule 10.13.3 provides that the notice of meeting must (inter alia) state the date by which the entity will issue the securities and that the securities must be issued no later than 1 month after the date of the meeting or such later date as may be permitted by any ASX waiver or modification of the ASX Listing Rules.

The Company has received a waiver from the requirements of ASX Listing Rule 10.13.3 to allow the Company to issue the following securities to related parties no later than 3 months after the date of this Meeting:

(a) the Consideration Shares to be issued to Messrs Reeves and McNamara and their related entities;
(b) the Capital Raising Shares under Resolutions 7 to 9; and
(c) the Related Party Performance Rights under Resolutions 13 and 14.

4.8 Use of Funds

To assist the Company to re-comply with Chapters 1 and 2 of the ASX Listing Rules and to support its strategy post-completion of the Acquisition, the Company intends, subject to Shareholder approval, to conduct the Capital Raising. Shareholder approval for the Capital Raising is the subject of Resolution 4.

The Company intends to apply funds raised from the Capital Raising, together with existing cash reserves, over the first two years following admission of the Company to the Official List of ASX as follows:

	Minimum Subscription ($)	Maximum Subscription ($)
Funds available	$4,500,000	$5,500,000
Existing cash reserves	400,000	400,000
Funds raised from the Capital Raising	4,500,000	5,500,000
Total	4,900,000	5,900,000
Allocation of funds	($)	($)
El Zorro Exploration	2,050,000	2,500,000
Espina Exploration	850,000	1,150,000
Milestone Payments	450,000	450,000
Administration costs and working capital	1,000,000	1,150,000
Costs of the Capital Raising	550,000	650,000
Total	4,900,000	5,900,000

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The above table is a statement of current intentions as of the date of this Notice of Meeting. As with any budget, intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied. The Board reserves the right to alter the way funds are applied on this basis.

The Directors and the Proposed Directors consider that following completion of the Capital Raising, the Company will have sufficient working capital to carry out its stated objectives. It should however be noted that an investment in the Company is speculative and investors are encouraged to read the risk factors outlined in Section 4.18.

In the event the amount raised is between the Minimum Subscription and Maximum Subscription, the funds raised above the Minimum Subscription will be applied to additional expenses of the Capital Raise and then to working capital.

4.9 No Underwriter

The Capital Raising is not underwritten. However, the Company has appointed PAC Partners ( Lead Manager ) to lead manage the Capital Raising.

The Lead Manager will receive the following fees:

(a) 625,000 Shares in consideration for lead manager services in relation to the Converting Loan; and
(b) 19,166,667 Shares in consideration for lead manager services in relation to the Capital Raising.

4.10 Pro forma capital structure

The proposed capital structure of the Company following completion of the Acquisition and issues of all Securities contemplated by this Notice is set out below.

	Minimum Subscription	Maximum Subscription
Shares currently on issue in Plukka	175,535,232	175,535,232
Consolidation of capital	(128,725,837)	(128,725,837)
Shares on issue in Plukka	46,809,395	46,809,395
Shares to be issued to Tesoro Shareholders	112,294,158	112,294,158
Shares to issued on conversion of Tesoro Convertible Loan	12,500,000	12,500,000
Shares to be issued to Lead Manager on conversion of Tesoro Convertible Loan	625,000	625,000
Shares to be issued to Tesoro creditors on conversion of debt	16,824,967	16,824,967
Shares to be issued pursuant to the Capital Raising	150,000,000	183,333,333
Shares to be issued to the Lead Manager	19,166,667	19,166,667
Total Shares on completion of the Acquisition (post-Consolidation)	358,220,187	391,553,520

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No party will acquire control of, or voting power of 20% or more in, the Company as at completion as a result of the Acquisition.

4.11 Performance Rights

	Number
Performance Rights currently on issue in Plukka	Nil
Class A Performance Rights	46,720,000
Class B Performance Rights	50,060,000
Class C Performance Rights	20,030,000
Class D Performance Rights	20,030,000
Total Performance Rights on completion of the Acquisition (post-Consolidation)	136,840,000

4.12 Pro forma balance sheet

The pro-forma balance sheet of the Company following completion of the Acquisition and issues of all Securities contemplated by this Notice is set out in Schedule 3. The historical and pro-forma information is presented in an abbreviated form, insofar as it does not include all of the disclosure required by the Australian Accounting Standards applicable to annual financial statements.

4.13 Board intentions upon completion of the Acquisition

Following completion of the Acquisition, the Company’s proposed business model will be to further explore its projects and develop identified mineral deposits. The Company’s main objectives on completion of the Capital Raising are:

(a) systematically explore and seek to develop the El Zorro and Espina Projects;
(b) focus on mineral exploration or resource opportunities that have the potential to deliver growth for Shareholders;
(c) continue to pursue other acquisitions that have a strategic fit for the Company;
(d) implement a growth strategy to seek out further exploration and acquisition opportunities in Chile; and
(e) provide working capital for the Company.

4.14 Composition of the Board of Directors

Upon completion of the Acquisition, it is intended that existing director, Mr John Toll will remain as a Non-Executive Director and Messrs Cameron Williams and Peter Ruse will each resign from the Board. Two proposed directors, Messrs Zeffron Reeves and Geoffrey McNamara will be appointed on Completion, such that the Board of the Company will be comprised of:

(a) John Toll (Non-Executive Chairman)

Mr Toll is a Chartered Accountant who brings valuable experience as a partner of Azure Capital Limited, a leading corporate advisory firm

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based in Perth, Western Australia. Mr Toll has over 10 years’ experience in corporate advisory, focusing mainly on equity financing transactions across a range of industries including mining, technology, general industrials, biotech and infrastructure. He has advised local and international clients on transactions ranging from private capital raisings for early stage companies through to strategic and transformation capital raising for established businesses. Mr Toll is formerly a NonExecutive Director of XTD Limited.

(b) Zeffron Reeves (Proposed Managing Director);

Mr Reeves is a founder of Tesoro and a Tesoro Shareholder. Mr Reeves is a geologist with over 20 years of experience in the resources sector working on resource projects from greenfield exploration, discovery, definition and feasibility, construction, production to closure. He was most recently Managing Director of ASX listed Metallum Ltd which had a number of development and operational projects in Chile. He has also held senior management positions with Cleveland Mining Ltd and Ashburton Minerals Ltd, developing projects in Brazil. Mr Reeves has a Bachelor of Applied Geology (Honours), a Master of Business Administration from Curtin University and is a member of the Australia Institute of Geoscientists.

The Board does not consider Mr Reeves to be an independent director, as he is both a founder and vendor of Tesoro, and a portion of his remuneration will be directly linked with the Company’s performance, being the Performance Rights to be issued subject to Resolution 13.

(c) Geoffrey McNamara (Proposed Non-Executive Director)

Mr McNamara is a founder of Tesoro and a Tesoro Shareholder (through his related entities). Mr McNamara is a geologist with over 25 years of resource sector experience, holding operational roles including Project Manager, Senior Mine Geologist and Mine Geologist for Ivanhoe Mines, LionOre International and Western Mining Corporation. A Partner at investment manager and advisor Medea Capital Partners, he was previously an owner and Investment Director of private equity firm Pacific Road Capital. Prior to this he was a Director of Société Generale’s Mining Finance group in New York. He is Non-Executive Chairman of Alliance Mineral Assets Ltd., and Cora Gold Ltd. Mr McNamara holds a Bachelor’s degree in Geology, a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is a member of the Australian Institute of Company Directors (AICD) and the Australasian Institute of Mining and Metallurgy (AusIMM).

The Board does not consider Mr McNamara to be an independent director as he is both a founder and vendor of Tesoro, and a portion of his remuneration will be directly linked with the Company’s performance, being the Performance Rights to be issued subject to Resolution 12.

4.15 Director and Proposed Director Interests in Securities

Directors are not required under the Constitution to hold any Shares to be eligible to act as a Director.

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Details of the Directors’ and Proposed Directors’ relevant interest in the Securities of the Company upon completion of the Acquisition are set out in the table below (on a post-Consolidation basis):

Director/Proposed Director	Shares	% (undiluted)	Performance Rights	% (diluted)
Zeffron Reeves	19,630,5551	5.01	63,027,1952	15.64
Geoffrey McNamara	47,186,0713	12.05	73,812,8054	22.90
John Toll	9,9303955	2.54	Nil	1.88
Peter Ruse	Nil	0	Nil	0
Cameron Williams	Nil	0	Nil	0

Notes:

Comprising 12,963,889 Consideration Shares to be issued pursuant to Resolution 5 and 6,666,666 Shares to be issued by virtue of Mr Reeve’s participation in the Capital Raising pursuant to Resolution 8.
To be issued subject to the passing of Resolution 13 on the terms and conditions set out in Schedule 2.
Comprising 23,694,438 Consideration Shares to be issued pursuant to Resolution 5, 16,824,967 Shares to be issued in relation to conversion of debt pursuant to Resolution 14 and Resolution 15 and 6,666,666 Shares issued by virtue of Mr McNamara’s participation in the Capital Raising pursuant to Resolution 9.
To be issued subject to the passing of Resolution 12 on the terms and conditions set out in Schedule 2.
Comprising 3,263,729 Shares currently held in the Company and up to 6,666,666 Shares to be issued subject to the passing of Resolution 5 by virtue of Mr Toll’s participation in the Capital Raising.

4.16 Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

(a) the Company will obtain ownership of the El Zorro and the Espina Projects in Chile pursuant to the Acquisition;
(b) the potential increase in market capitalisation of the Company following completion of the Acquisition and the associated Capital Raising may lead to access to improved equity capital market opportunities and increased liquidity;
(c) Shareholders may be exposed to further debt and equity opportunities that the Company did not have prior to the Acquisition;
(d) the appointment of the Proposed Directors will add experience and skill to the Board to assist with the growth of the Company; and
(e) the cash reserves of the Company will be conserved as the consideration for the Acquisition is comprised of Shares.

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4.17 Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Essential Resolutions:

(a) the Company will be changing the scale of its activities which may not be consistent with the objectives of all Shareholders;
(b) the Acquisition, Capital Raising and associated transactions the subject of this Notice will result in the issue of a significant number of Shares to the Tesoro Shareholders and new investors which will have a dilutionary effect on the holdings of Shareholders;
(c) there are inherent risks associated with the change in nature of the Company’s activities. Some of these risks are summarised in Section 4.18 below; and
(d) future outlays of funds from the Company may be required for its proposed business and exploration operations.

4.18 Restricted Securities and free float

Subject to the Company re-complying with Chapters 1 and 2 of the ASX Listing Rules and completing the Capital Raising, certain Securities on issue (including the Consideration Shares) may be classified by ASX as restricted securities and will be required to be held in escrow for up to 24 months from the date of Official Quotation.

The Shares issued pursuant to the Capital Raising however will not be classified as restricted securities and will not be required to be held in escrow.

The Consideration Shares being issued to the Proposed Directors or entities associated with the Proposed Directors are likely to be restricted from trading for a period of up to 24 months after the date of re-admission of the Company to the Official List.

The Company expects to announce to the ASX full details (quantity and duration) of the Securities required to be held in escrow prior to the Company’s listed securities being reinstated to trading on ASX (which reinstatement is subject to ASX’s discretion and approval).

At the Minimum Subscription, the Company’s ‘free float’ (being the percentage of Shares not subject to escrow and held by Shareholders that are not related parties of the Company (or their associates) at the time of admission to the Official List) will be approximately 78.853%, comprising:

(a) all existing Shares;
(b) 75,635,831 Consideration Shares;
(c) 10,000,000 Shares issued on conversion of the Convertible Loan; and
(d) all Shares issued pursuant to the Offer.

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4.19 Risk factors

The key risks of the Acquisition and following completion of the Acquisition are:

(a) Risks relating to Change in Nature and Scale of Activities

(i) Completion risk

Pursuant to the Acquisition Agreement, the Company has agreed to acquire 100% of the issued capital of Tesoro, completion of which is subject to the fulfilment of certain conditions. There is a risk that the conditions for completion of the Acquisition cannot be fulfilled and, in turn, that completion of the Acquisition of Tesoro does not occur.

If the Acquisition is not completed, the Company will incur costs relating to advisors and other costs without any material benefit being achieved.

(ii)

Re-quotation of Shares on ASX

The Acquisition of Tesoro constitutes a significant change in the nature and scale of the Company’s activities and the Company needs to re-comply with Chapters 1 and 2 of the ASX Listing Rules as if it were seeking admission to the Official List of ASX.

There is a risk that the Company may not be able to meet the requirements of the ASX for re-quotation of its Securities on the ASX. Should this occur, the Securities will not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Shares and Options until such time as it does re-comply with the ASX Listing Rules.

(iii) Dilution risk

The Company currently has 175,535,232 Shares on issue (on a pre-Consolidation basis). Pursuant to the Acquisition Agreement, the Company proposes to issue:

(A) the Consideration Shares;
(B) the Capital Raising Shares;
(C) the Converting Loan Shares;
(D) Debt Conversion Shares; and

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(E) PAC Partners fee Shares to be issued under Resolutions 17 and 18.

After the Consolidation (the subject of Resolution 4) and subject to the passing of the Resolutions the subject of this Notice and the issue of the Securities the subject of each Resolution:

(A) the existing Shareholders will retain approximately 13% of the Company’s issued Share capital at Minimum Subscription or 12% at Maximum Subscription;
(B) the Tesoro Shareholders will hold approximately 31% of the Company’s issued Share capital at Minimum Subscription or 29 % at Maximum Subscription;
(C) the Lenders will hold approximately 3.5% of the Company’s issued Share capital at Minimum Subscription or 3.2% at Maximum Subscription;
(D) the investors under the Capital Raising will hold approximately 42% of the Company’s issued Share capital at Minimum Subscription or 47% at Maximum Subscription; and
(E) the creditors receiving the Debt Conversion Shares will hold approximately 4.7% of the Company’s issued Share Capital at Minimum Subscription or 4.3% at Maximum Subscription.

(b) Risks relating to the Company

(i) Exploration

Potential investors should understand that mineral exploration and development are high-risk undertakings. There can be no assurance that exploration of the El Zorro and Espina Projects, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

The future exploration activities of the Company may be affected by a range of factors including geological conditions, limitations on activities due to seasonal weather patterns, unanticipated operational and technical difficulties, industrial and environmental accidents, native title process, changing government regulations and many other factors beyond the control of the Company.

The success of the Company will also depend upon the Company having access to sufficient development capital, being able to maintain title to its projects and obtaining all required approvals for its activities. In the event that exploration programmes prove to be unsuccessful this could lead to a diminution in the value of the Tenement, a reduction in the cash reserves of the Company and possible relinquishment of the projects.

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The exploration costs of the Company are based on certain assumptions with respect to the method and timing of exploration. By their nature, these estimates and assumptions are subject to significant uncertainties and, accordingly, the actual costs may materially differ from these estimates and assumptions. Accordingly, no assurance can be given that the cost estimates and the underlying assumptions will be realised in practice, which may materially and adversely affect the Company’s viability.

(ii)

Tenement applications and license renewal

The Company cannot guarantee additional applications for tenements made by the Company will ultimately be granted, in whole or in part. Further the Company cannot guarantee that renewals of valid tenements will be granted on a timely basis, or at all. The Company has yet to receive regulatory and environmental approval to convert its exploration licences into production concessions. There is a risk that these approvals may not be obtained.

(iii)

Mine development

Possible future development of a mining operation at the Company’s projects is dependent on a number of factors including, but not limited to, the acquisition and/or delineation of economically recoverable mineralisation, favourable geological conditions, receiving the necessary approvals from all relevant authorities and parties, seasonal weather patterns, unanticipated technical and operational difficulties encountered in extraction and production activities, mechanical failure of operating plant and equipment, shortages or increases in the price of consumables, spare parts and plant and equipment, cost overruns, access to the required level of funding and contracting risk from third parties providing essential services.

If the Company commences production, its operations may be disrupted by a variety of risks and hazards which are beyond its control, including environmental hazards, industrial accidents, technical failures, labour disputes, unusual or unexpected rock formations, flooding and extended interruptions due to inclement of hazardous weather conditions and fires, explosions or accidents. No assurance can be given that the Company will achieve commercial viability through the development or mining of its projects and treatment of ore.

(iv)

Additional requirements for capital

The funds to be raised under the Capital Raising are considered sufficient to meet the immediate objectives of the Company. Additional funding may be required in the event costs exceed the Company’s estimates and to effectively implement its business and operational plans in the future to take advantage of opportunities for acquisitions, joint ventures or other business opportunities, and to meet any unanticipated liabilities or expenses which the Company may incur. If such events occur, additional funding will be required.

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Following completion of the Capital Raising, the Company may seek to raise further funds through equity or debt financing, joint ventures, licensing arrangements, or other means. Failure to obtain sufficient financing for the Company’s activities may result in delay and indefinite postponement of their activities and the proposed commercialisation, marketing and international expansion strategy. There can be no assurance that additional finance will be available when needed or, if available, the terms of the financing may not be favourable to the Company and might involve substantial dilution to Shareholders.

(v)

Reliance on key personnel

The Company’s future depends, in part, on its ability to attract and retain key personnel. It may not be able to hire and retain such personnel at compensation levels consistent with its existing compensation and salary structure. Its future also depends on the continued contributions of its executive management team and other key management and technical personnel, the loss of whose services would be difficult to replace. In addition, the inability to continue to attract appropriately qualified personnel could have a material adverse effect on the Company’s business.

(vi) Economic and financial market risks

General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

(A) general economic outlook;
(B) interest rates and inflation rates;
(C) currency fluctuations;
(D) changes in investor sentiment toward particular market sectors;
(E) the demand for, and supply of, capital; and
(F) terrorism or other hostilities.

The market price of securities can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general. Neither the Company, the Directors, or the Proposed Directors warrant the future performance of the Company or any return on an investment in the Company.

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(vii) Force majeure

The Company, now or in the future, may be adversely affected by risks outside the control of the Company including labour unrest, civil disorder, war, subversive activities or sabotage, extreme weather conditions, fires, floods, explosions or other catastrophes, epidemics or quarantine restrictions.

(viii)

Trading price of Shares

The Company’s operating results, economic and financial prospects and other factors will affect the trading price of the Shares. In addition, the price of Shares is subject to varied and often unpredictable influences on the market for equities, including, but not limited to, general economic conditions including the performance of the Australian dollar on world markets, inflation rates, foreign exchange rates and interest rates, variations in the general market for listed stocks in general, changes to government policy, legislation or regulation, industrial disputes, general operational and business risks and hedging or arbitrage trading activity that may develop involving the Shares.

In particular, the share prices for many companies have been and may in the future be highly volatile, which in many cases may reflect a diverse range of non-company specific influences such as global hostilities and tensions relating to certain unstable regions of the world, acts of terrorism and the general state of the global economy. No assurances can be made that the Company’s market performance will not be adversely affected by any such market fluctuations or factors.

As the Company’s Shares have been suspended from trading for approximately twelve (12) months, there is currently no public market for Shares. There is no guarantee that an active trading market in the Company’s Shares will develop or that that prices at which Shares trade will increase following completion of the Acquisition and the Capital Raising. The prices at which Shares trade may be above or below the Capital Raising price and may fluctuate in response to a number of factors.

4.20 Plans for the Company if completion of the Acquisition does not occur

If the Essential Resolutions are not passed and the Acquisition Agreement is not completed, the Company will continue to look for potential business acquisitions to take the Company forward.

4.21 Directors’ interests in the Acquisition

None of the Directors have any interest in the Acquisition, other than as disclosed in this Notice.

4.22 Tesoro’ interests in the Company

None of the Tesoro Shareholders (or their associates) are related parties of the Company (other than Messrs Geoffrey McNamara and Zeffron Reeves, who become related parties by virtue of becoming Directors upon completion of the

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Acquisition) and neither of Messrs Geoffrey McNamara and Zeffron Reeves have any existing interest in the Company’s Securities.

4.23 Forward looking statements

The forward-looking statements in this Explanatory Statement are based on the Company’s current expectations about future events. However, they are subject to known and unknown risks, uncertainties and assumptions, many of which are outside the control of the Company and the Directors, which could cause actual results, performance or achievements to differ materially from future results, performance or achievements expressed or implied by the forward-looking statements in this Explanatory Statement. These risks include but are not limited to, the risks detailed in Section 4.18. Forward looking statements include those containing words such as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions.

4.24 Competent Person’s Statement

The information in this Notice that relates to Exploration Results is based on information compiled by Mr Zeffron Reeves (B App Sc (Hons) Applied Geology) MBA, MAIG). Mr Reeves is a member of the Australian Institute if Geoscientists and a Consultant to the Company. Mr Reeves is both a Director and major shareholder of Tesoro , and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Reeves consents to the inclusion in this Notice of the matters based on this information in the form and context in which it appears.

5. RESOLUTION 3 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION OF TESORO RESOURCES LIMITED

5.1 General

Resolution 3 seeks the approval of Shareholders for a change in the nature and scale of the Company’s activities via the Acquisition of Tesoro.

A detailed description of the Acquisition is outlined in Section 1 above, and the key terms and conditions of the Acquisition Agreement are set out in Schedule 1 of this Notice.

5.2 ASX Listing Rule 11.1

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable (and before making the change) and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and comply with any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the entity were applying for admission to the Official List.

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ASX has indicated to the Company that the change in the nature and scale of the Company’s activities as a result of the Acquisition requires the Company, in accordance with ASX Listing Rule 11.1.2, to obtain Shareholder approval and the Company must comply with any requirements of ASX in relation to the Notice of Meeting.

5.3 Suspension until re-compliance with Chapters 1 and 2 of the ASX Listing Rules

ASX has also indicated to the Company that the change in the nature and scale of the Company’s activities is a back-door listing of Tesoro which consequently requires the Company to (in accordance with ASX Listing Rule 11.1.3) re-comply with the admission requirements set out in Chapters 1 and 2 of the ASX Listing Rules (including any ASX requirement to treat the Company’s Securities as restricted Securities).

The Company’s securities have been suspended from quotation since October 2018 and, subject to Shareholder approval being obtained, will remain suspended from quotation until the Company has acquired Tesoro pursuant to the Acquisition Agreement and re-complied with Chapters 1 and 2 of the ASX Listing Rules, including by satisfaction of ASX’s conditions precedent to reinstatement.

6. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

6.1 Background

The Directors are seeking Shareholder approval to consolidate the number of Shares on issue on a 15 for 4 basis ( Consolidation ). If Resolution 4 is passed, the number of Shares on issue will be reduced from 175,535,232 to 46,809,395 (subject to rounding) (excluding the Securities to be issued under the other Resolutions the subject of this Notice).

The closing price for Shares was $0.011 on 25 September 2018, which was the last date on which Shares were traded on ASX prior to the Company’s Shares being suspended from trading.

The Company is required to undertake the Consolidation under ASX policy in order to complete the Capital Raising at a price of less than $0.20 per Share.

6.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

6.3 Fractional entitlements

Not all Shareholders will hold that number of Shares which can be evenly divided by the Consolidation ratio. Where a fractional entitlement occurs, the Company will round that fraction down to the nearest whole Share.

6.4 Taxation

It is not considered that any taxation implications will exist for Shareholders arising from the Consolidation. However, Shareholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor its advisers accept any responsibility for the individual taxation implications arising from the Consolidation.

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6.5 Holding statements

From the date two Business Days after the Consolidation is approved by Shareholders, all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a postConsolidation basis.

After the Consolidation becomes effective, the Company will arrange for new holding statements for Shares to be issued to Shareholders.

It is the responsibility of each Shareholder to check the number of Shares held prior to disposal or exercise (as the case may be).

6.6 Effect on capital structure

The effect which the Consolidation will have on the Company’s capital structure is set out in the table below.

Shares	Minimum Subscription	Maximum Subscription
Shares currently on issue in Plukka	175,535,232	175,535,232
Consolidation of capital	(128,725,837)	(128,725,837)
Shares on issue in Plukka	46,809,395	46,809,395
Shares to be issued to Tesoro Shareholders1	112,294,158	112,294,158
Shares to issued on conversion of Tesoro Convertible Loan2	12,500,000	12,500,000
Shares to be issued to Lead Manager on conversion of Tesoro Convertible Loan3	625,000	625,000
Shares to be issued to Tesoro creditors on conversion of debt4	16,824,967	16,824,967
Shares to be issued pursuant to the Capital Raising5	150,000,000	183,333,333
Shares to be issued to the Lead Manager6	19,166,667	19,166,667
Total Shares on completion of the Acquisition (post- Consolidation)	358,220,187	391,553,520

Notes:

Refer to Resolution 5; 2. Refer to Resolution 10; 3. Refer to Resolution 16; 4. Refer to Resolution 14 and Resolution 15; 5. Refer to Resolution 5; and 6. Refer to Resolution 17.

Performance Rights	Number
Performance Rights currently on issue in Plukka	Nil
Class A Performance Rights	46,720,000
Class B Performance Rights	50,060,000
Class C Performance Rights	20,030,000

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Performance Rights	Number
Class D Performance Rights	20,030,000
Total Performance Rights on completion of the Acquisition (post-Consolidation)1	136,840,000

Notes:

Refer to Resolution 12 and Resolution 13.

6.7 Indicative timetable for Consolidation

The Consolidation will be completed in accordance with the timetable set out in Annexure 7A to the ASX Listing Rules. The Company intends to conduct the Consolidation in early November 2019.

7. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES TO THE TESORO SHAREHOLDERS

7.1 General

Resolution 5 seeks Shareholder approval to issue 112,294,158 Consideration Shares (on a post-Consolidation basis) the Tesoro Shareholders (or their nominees) as consideration for the Acquisition.

The Company notes that the Proposed Directors will be issued the following Consideration Shares by virtue of being Tesoro Shareholders:

(a) Proposed Director, Mr Geoffrey McNamara will be issued 23,694,438 Consideration Shares on a post-Consolidation basis.
(b) Proposed Director, Mr Zeffron Reeves will be issued 12,963,889 Consideration Shares on a post-Consolidation basis.

All other Tesoro Shareholders are unrelated parties to the Company, and will receive a total of 75,635,831 Consideration Shares. There are 37 Tesoro Shareholders in total (including Messrs McNamara and Reeves).

7.2 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.

The issue of the Consideration Shares constitutes giving a financial benefit and the Proposed Directors are related parties of the Company by virtue of being persons who are likely to become related parties of the Company in the future.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Consideration Securities because the Consideration Shares will be issued to the Proposed Directors on the same terms as the Consideration Shares issued to unrelated

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Tesoro Shareholders and as such the giving of the financial benefit is on arm’s length terms.

7.3 ASX Listing Rule 7.1 and 10.11

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12-month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12-month period.

The effect of Resolution 5 will be to allow the Company to issue the Consideration Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Consideration Shares to Tesoro Shareholders involves the issue of Consideration Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the Exception 6 to ASX Listing Rule 10.11 applies in the current circumstances, as Messrs Reeves and McNamara will become related parties of the Company by reason only of the Acquisition.

7.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Consideration Shares:

(a) the number of Consideration Shares to be issued is 112,294,158 Consideration Shares (on a post-Consolidation basis);
(b) the Consideration Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the Consideration Shares will be issued for nil cash consideration in satisfaction of the Acquisition;
(d) the Consideration Shares will be issued to the Tesoro Shareholders, who are not related parties of the Company (other than as a result of the Acquisition) in consideration for their respective Tesoro Shares;
(e) the Consideration Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than in relation to any escrow period imposed by ASX; and
(f) no funds will be raised from issue of the Consideration Shares as the Consideration Shares are proposed to be issued in consideration for the Acquisition in accordance with the terms and conditions of the Acquisition Agreement.

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8. RESOLUTION 6 – CAPITAL RAISING

8.1 General

Resolution 6 seeks Shareholder approval to enable the Company to issue up to 183,333,333 Shares at an issue price of $0.03 per Share to raise up to $5,500,000 ( Capital Raising ).

The Shares to be issued under the Capital Raising will be issued pursuant to a Prospectus to satisfy the admission requirement in Condition 3 of Listing Rule 1.1.

The minimum subscription under the Capital Raising will be $4,500,000 ( Minimum Subscription ). The Shares under the Capital Raising will only be issued if:

(a) the Minimum Subscription is raised;
(b) the Company has received conditional approval from ASX for the Company to be reinstated to Official Quotation on ASX following the Company’s compliance with ASX Listing Rule 11.1.3 and Chapters 1 and 2 of the ASX Listing Rules; and
(c) the issue occurs contemporaneously with settlement of the Acquisition, which requires, amongst other things, the passing of all Essential Resolutions.

8.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 7.3 above.

The effect of Resolution 6 will be to allow the Directors to issue the Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

8.3 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Capital Raising:

(a) the maximum number of Shares to be issued is 183,333,333 Shares (on a post-Consolidation basis), less such number of Shares as are issued pursuant to Resolution 7, Resolution 8 and Resolution 9;
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the issue price will be $0.03 per Share;
(d) the Directors will determine to whom the Shares will be issued but these persons will not be related parties of the Company (unless otherwise set out in this Notice);
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

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(f) the Company intends to use the funds raised from the Capital Raising as outlined in Section 4.8 above.

9. RESOLUTIONS 7, 8 AND 9 – ISSUE OF CAPITAL RAISING SHARES TO RELATED PARTIES

9.1 General

Pursuant to Resolution 4 the Company is seeking Shareholder approval for the Capital Raising.

Messrs Toll, Reeves and McNamara (together the Related Parties ) wish to participate in the Capital Raising.

Resolution 7 seeks Shareholder approval for the in the issue of up to up to 6,666,666 Shares (on a post-consolidation basis) to Mr Toll (or his nominee/s) arising from the participation by Mr Toll in the Capital Raising.

Resolution 8 seeks Shareholder approval for the in the issue of up to 6,666,666 Shares (on a post-consolidation basis) to Zeffron Reeves (or his nominee/s) arising from the participation by Mr Reeves in the Capital Raising.

Resolution 9 seeks Shareholder approval for the in the issue of up to 6,666,666 Shares (on a post-consolidation basis) to Mr Geoffrey McNamara’s nominee Tanamera Resources Pte Ltd arising from the participation by Mr McNamara in the Capital Raising.

9.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is set out in Section 7.2 above.

The Related Parties participation in the Capital Raising will result in the issue of Shares which constitutes giving a financial benefit. Mr Toll is related party of the Company by virtue of being a Director and Messrs Reeves and McNamara are each a related party of the Company by virtue of being a person who is likely to become a related party of the Company in the future.

In respect of Resolution 7, the Directors (other than Mr John Toll who has a material personal interest in Resolution 5) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Mr Toll’s participation in the Capital Raising because the Shares will be issued to the Mr John Toll (or his nominees) on the same terms as Shares issued to non-related party participants in the Capital Raising and as such the giving of the financial benefit to Mr Toll is on arm’s length terms.

In respect of Resolution 8 and Resolution 9, the Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Mr Reeves and Mr McNamara’s participation in the Capital Raising because the Shares will be issued to Mr Reeves and Mr McNamara (or their nominees) on the same terms as Shares issued to nonrelated party participants in the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

9.3 ASX Listing Rule 10.11

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approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As the issue of Capital Raising Shares to the Related Parties (or their nominees) involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

9.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to the Participation:

(a) the Shares will be issued to Messrs Toll, Reeves and McNamara (or their nominees);
(b) the maximum number of Shares to be issued is up to 19,999,998 (to be issued on a post-consolidation basis), comprising:
(i) up to 6,666,666 Capital Raising Shares to Mr John Toll (or his nominee);
(ii) up to 6,666,666 Capital Raising Shares to Mr Zeffron Reeves (or his nominee); and
(iii) up to 6,666,666 Capital Raising Shares to Mr Geoffrey McNamara (or his nominee);
(c) the Capital Raising Shares will be issued to the Related Parties (or their nominees) no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(d) the issue price will be $0.03 per Share, being the same as all other Shares issued under the Capital Raising;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the funds raised will be used for the same purposes as all other funds raised under the Capital Raising as set out in Section 4.8 of this Explanatory Statement.

Approval pursuant to ASX Listing Rule 7.1 is not required for the issue of Capital Raising Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties (or their nominees) will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

10. RESOLUTION 10 – APPROVAL TO ISSUE SHARES ON CONVERSION OF THE TESORO CONVERTIBLE LOAN

10.1 General

As announced on 5 August 2019, the Company has agreed, subject to Shareholder approval, to assume Tesoro’s obligation to repay a Convertible

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Loan entered into between Tesoro and various unrelated professional and sophisticated investors. The Convertible Loan Agreement provides that a total of 12,500,000 Shares are to be issued on conversion of the Convertible Loan at a conversion price equal to a 20% discount to the issue price of Capital Raising Shares.

Tesoro entered into a convertible loan agreement with various unrelated parties ( Lenders ) for Tesoro’s general working capital purposes up to completion of the Acquisition and the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules ( Convertible Loan Agreement ).

The total amount raised pursuant to the Convertible Loan Agreement $300,000.

The material terms of the Convertible Loan Agreements are as follows:

(a) ( Interest ): The Convertible Loan Agreement is interest free and unsecured.
(b) ( Conversion ): Subject to shareholder approval, the principal amount owing under the Converting Loan Agreements will convert into equity in the Company on completion of the Capital Raising and the Acquisition, at a conversion price that is 20% less than the issue price of Shares issued pursuant to the Capital Raising ( Converting Loan Shares ) (each on a post-Consolidation basis). A total of 12,500,000 Converting Loan Shares will be issued to the Lenders.

The Convertible Loan Agreement contains representations, warranties, events of default and other terms considered standard for an agreement of this nature.

Resolution 10 seeks Shareholder approval for the issue of up to 12,500,000 Converting Loan Shares (on a post-Consolidation basis) to the Lenders in accordance with the Convertible Loan Agreement.

10.2 ASX Listing Rule 7.1

A summary of ASX Listing Rule 7.1 is set out in Section 7.3 above.

The effect of Resolution 10 will be to allow the Company to issue the Converting Loan Shares on conversion during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

10.3 Technical information required by ASX Listing Rule 7.1

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

(a) the number of Convertible Loan Shares to be issued is 12,500,000 (on a post-Consolidation basis);
(b) the Convertible Loan Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(c) the Convertible Loan Shares will issue on conversion of the Convertible Loan at an issue price of $0.024 per Share, being a 20% discount to the issue price of Shares issued pursuant to the Capital Raising;

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(d) the Convertible Loan Shares will be issued to the Lenders, none of whom are related parties of the Company;
(e) the Convertible Loan Shares to be issued will be fully paid ordinary shares in the capital of the Company, issued on the same terms and conditions as the Company’s existing Shares; and
(f) the funds raised from the Convertible Loan Raising will be applied to fund Tesoro’s general working capital purposes up to completion of the Acquisition and the Company’s re-compliance with Chapters 1 and 2 of the Listing Rules.

11. RESOLUTION 11 – ELECTION OF DIRECTOR – MR GEOFFREY MCNAMARA

Clause 14.3 of the Constitution allows the Company to appoint at any time a person to be a Director by resolution passed in a General Meeting.

In order for the Proposed Directors to be eligible for election, the Proposed Directors, or a Shareholder intending to propose their nomination, must leave at the Company’s registered office at least 30 Business Days before the Meeting, a written notice from the Proposed Directors consenting to their nomination and signifying their candidature for the office, or a written notice from a Shareholder signifying their intention to nominate the Proposed Directors.

Pursuant to Resolution 11 Mr Geoffrey McNamara seeks election from Shareholders to be appointed upon completion of the Acquisition.

11.1 Qualifications and other material directorships

Mr McNamara is a founder of Tesoro and a Vendor. Mr McNamara is a geologist with over 25 years of resource sector experience, operational roles including Project Manager, Senior Mine Geologist and Mine Geologist for Ivanhoe Mines, LionOre International and Western Mining Corporation. A Partner at investment manager and advisor Medea Capital Partners, he was previously an owner and Investment Director of private equity firm Pacific Road Capital. Prior to this he was a Director of Société Generale’s Mining Finance group in New York. He is Non-Executive Chairman of Alliance Mineral Assets Ltd (Administrator Appointed), and Cora Gold Ltd. Mr McNamara holds a Bachelor’s degree in Geology, a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia. He is a member of the Australian Institute of Company Directors (AICD) and the Australasian Institute of Mining and Metallurgy (AusIMM).

11.2 Independence

The Board does not consider Mr McNamara to be an independent director as he is both a founder and Vendor of Tesoro, and a portion of his remuneration will be directly linked with the Company’s performance, being the Performance Rights to be issued subject to Resolution 12.

11.3 Director Recommendation

The Directors support the election of Mr McNamara and recommend that Shareholders vote in favour of Resolution 11.

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12. RESOLUTIONS 12 AND 13 – ISSUE OF PERFORMANCE RIGHTS TO THE PROPOSED DIRECTORS

12.1 General

The Company has agreed, subject to obtaining Shareholder approval, to issue 136,840,000 Performance Rights ( Performance Rights ) to the Proposed Directors (or their nominees) in the numbers and on the terms and conditions set out below.

Performance Rights (Proposed Directors)

Name	Class A	Class B	Class C	Class D
MR ZEFFRON REEVES A/C>**	15,782,575	28,794,620	9,225,000	9,225,000
LINKWOOD HOLDINGS PTE LTD (AS THE NOMINEE OR MR GEOFFREY MCNAMARA)	30,937,425	21,265,380	10,805,000	10,805,000
Total	46,720,000	50,060,000	20,030,000	20,030,000

12.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is set out in Section 7.2 above.

The issue of the Performance Rights constitutes giving a financial benefit and the Proposed Directors are related parties of the Company by virtue of being Proposed Directors of the Company or an entity controlled by a Proposed Director of the Company.

In addition, ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

It is the view of the Company that the exceptions set out in sections 210 to 216 of the Corporations Act and ASX Listing Rule 10.12 do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of the Performance Rights to the Proposed Directors.

12.3 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of section 219 of the Corporations Act and ASX Listing Rule 10.13, the following information is provided in relation to the proposed issue of the Performance Rights to the Proposed Directors :

(a) the related parties are the Proposed Directors and they are related parties by virtue of being a proposed director of the Company or an entity associated with a proposed director of the Company;
(b) the number of Performance Rights (being the nature of the financial benefit being provided) to be issued to the Proposed Directors (subject to the Milestones set out in Schedule 2) is:

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(i) 63,027,195 Performance Rights to Mr Zeffron Reeves ATF Palin A/C; and
(ii) 73,812,805 Performance Rights to Linkwood Holdings Pte Ltd (or its nominee) as nominee of Mr Geoffrey McNamara,
(c) the Company has received a waiver from the requirements of ASX Listing Rule 10.13.3, permitting the Company to issue the Performance Rights to the Proposed Directors (or their nominees) no later than 3 months after the date of the Meeting (or such later date as permitted by any further ASX waiver or modification of the ASX Listing Rules) and it is anticipated the Performance Rights will be issued on one date;
(d) the Performance Rights are being issued to the Proposed Directors for nil cash consideration, accordingly no funds will be raised; and
(e) the terms and conditions of the Performance Rights are set out in Schedule 2;
(f) the relevant interests of the Proposed Directors in Securities of the Company are set out in Section 4.15;
(g) the Proposed Directors have not received any remuneration or emoluments from the Company in the previous or current financial year. It is proposed that the Proposed Directors will receive the following remuneration from the Company when they join the Company’s Board (as Managing Director and Non-Executive Director) on completion of the Acquisition:
(i) Zeffron Reeves (Managing Director) $240 per annum (plus superannuation and any performance bonuses which may approved by the Board); and
(ii) Geoffrey McNamara: $70,000 per annum (inclusive of superannuation) plus $1,800 per day for duties utside of normal directors’ duties;
(h) refer to Section 4.15 for details of the impact on the Company’s capital structure if the Proposed Directors’ Performance Rights are converted into Shares;
(i) the primary purpose of the issue of the Performance Rights to the Proposed Directors is to provide a performance linked incentive component to each of the Proposed Directors to motivate and reward the Proposed Directors performance, each whom are a related party in their respective roles as proposed Directors;
(j) each of the current Directors recommend that Shareholders vote in favour of Resolution 12 and Resolution 13 for the following reasons:
(i) the issue of Performance Rights to the Proposed Directors , in particular, the vesting conditions of the Performance Rights will align the interests of the Proposed Directors with those of Shareholders; and
(ii) the issue of the Performance Rights is a reasonable and appropriate method to provide cost effective remuneration as the non-cash form of this benefit will allow the Company to

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spend a greater proportion of its cash reserves on its operations than it would if alternative cash forms of remuneration were given to the Proposed Directors ; and

(k) with the exception of Mr McNamara in respect of Resolution 12 and Mr Reeves in respect of Resolution 13 none of the current or Proposed Directors have a personal interest in the outcomes of Resolution 12 or Resolution 13; and
(l) each of the current Directors recommend that Shareholders vote in favour of Resolution 13 and Resolution 14, for the reasons set out in paragraph 12.3(j).

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

13. RESOLUTIONS 14 AND 15 – APPROVAL TO CONVERT DEBT OWING TO RELATED PARTIES

13.1 General

The Company has agreed, subject to obtaining Shareholder approval, to be assigned, and to repay by way of the issue of Shares, various loans owed by Tesoro to entities controlled by Mr Geoffrey McNamara.

Accordingly, the Company has agreed, subject to obtaining Shareholder approval, to issue the following Shares (together, the Related Party Shares ) to the following parties, all of whom are debts owed by Tesoro to entities associated with Mr Geoffrey McNamara (together, the Related Party Lenders ) in lieu of repayment of the following debts ( Related Party Debt ), approval for which is being sought under Resolution 15 and Resolution 16:

Resolution	Related Party Securities (on a post Consolidation basis)	Related Party	Related Party Debt
Resolution 14	12,400,367 Shares	Tanamera Resources Pte Ltd	$372,000 owing in lieu of outstanding director loan.
Resolution 15	1,000,000 Shares	Tanamera Resources Pte Ltd.	$30,000 owing for services previously rendered to Tesoro.
Resolution 15	2,674,600 Shares	Medea Natural Resources Limited (an entity incorporated in the United Kingdom, as nominee of Linkwood Holdings Pte Ltd) by way of payment for services previouslyrendered	$80,238 owing for services previously rendered to Tesoro.

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Resolution	Related Party Securities (on a post Consolidation basis)	Related Party	Related Party Debt
		to Tesoro.
Resolution 15	750,000 Shares	Dr Leonidas Howden (as nominee of Linkwood Holdings Pte Ltd).	$22,500 owing for services previously rendered to Tesoro.

Resolution 14 and Resolution 15 seek Shareholder approval for the issue of up to 16,824,967 Shares (on a post-Consolidation basis) to the Related Party Lenders in consideration for the repayment of the Related Party Debt (in part only for the loan from Tanamera Resources Pte Ltd - $75,000 of the loan will be repaid in cash).

13.2 Chapter 2E of the Corporations Act

A summary of Chapter 2E is set out in Section 7.2 above.

The issue of the Related Party Shares constitutes giving a financial benefit and Tanamera Resources Pte Ltd and Linkwood Holdings Pte Ltd (and Medea Natural Resources and Dr Leonidas, each a nominee of Linkwood Holdings) are each a related party of the Company by virtue of being entities controlled by Proposed Director, Mr Geoffrey McNamara.

The Directors consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the issue of the Related Party Shares because the Related Party Shares will be issued to the Related Party Lenders at a deemed issue price equal to the issue price payable under the Capital Raising and as such the giving of the financial benefit is on arm’s length terms.

13.3 ASX Listing Rule 7.1 and 10.11

A summary of ASX Listing Rules 7.1 and 10.11 is set out in Section 7.3 above.

The effect of Resolution 14 and Resolution 15 will be to allow the Company to issue the Related Party Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

As the issue of Related Party Shares to the Related Party Lenders involves the issue of Shares to a related party of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that Exception 6 to ASX Listing Rule 10.11 applies in the current circumstances, as Mr McNamara (and accordingly the Related Party Lenders) will become related parties of the Company by reason only of the Acquisition.

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13.4 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Related Party Shares:

(a) the number of Related Party Shares to be issued is 16,824,967 (on a postConsolidation basis);
(b) the Related Party Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Related Party Shares will occur on the same date;
(c) the Related Party Shares will be issued for nil cash consideration in satisfaction and repayment of the Related Party Debt;
(d) the Related Party Shares will be issued to the Related Party Lenders, who are not related parties of the Company (other than as a result of the Acquisition) in satisfaction and repayment of their respective Related Party Debt;
(e) the Related Party Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than in relation to any escrow period imposed by ASX; and
(f) no funds will be raised from issue of the Related Party Shares as the Related Party Shares are proposed to be issued in satisfaction and repayment of the Related Party Debt in accordance with the terms and conditions of the Acquisition Agreement.

14. RESOLUTION 16 – ISSUE OF SHARES TO PAC PARTNERS – FEE FOR TESORO CONVERTING LOAN RAISING

Resolution 17 seeks Shareholder approval for the issue of 625,000 Shares (on a post-Consolidation basis) to PAC Partners (or its nominees) as consideration for the provision of lead management services to Tesoro in relation to the Convertible Loan Raising.

A summary of ASX Listing Rule 7.1 is set out in Section 7.3 above.

The effect of Resolution 17 will be to allow the Company to issue 625,000 Shares to PAC Partners during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

14.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

(a) the number of Shares to be issued is 625,000 (to be issued on a postConsolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of Shares will occur on the same date;

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(c) the Shares will be issued in consideration for the provision of lead management services provided to Tesoro by PAC Partners in relation to the Convertible Loan Raising;
(d) the Shares will be issued to PAC Partners (or its nominees), none of whom will be related parties of the Company;
(e) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the issue of the Shares as the Shares are being issued in consideration for the provision of lead management services provided to Tesoro in relation to the Convertible Loan Raising.

15. RESOLUTION 17 – ISSUE OF SHARES TO THE LEAD MANAGER

Resolution 17 seeks Shareholder approval for the issue of 19,166,667 Shares (on a post-Consolidation basis) to PAC Partners (or its nominees) as consideration for the provision of lead management services to the Company in relation to the Capital Raising.

A summary of ASX Listing Rule 7.1 is set out in Section 7.3 above.

The effect of Resolution 17 will be to allow the Company to issue 19,166,667 Shares to PAC Partners during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

15.1 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of the Shares:

(a) the number of Shares to be issued is 19,166,667 (to be issued on a postConsolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of Shares will occur on the same date;
(c) the Shares will be issued in consideration for the provision of lead management services provided to the Company by PAC Partners in relation to the Capital Raising;
(d) the Shares will be issued to PAC Partners (or its nominees), who is not a related party of the Company;
(e) the Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) no funds will be raised from the issue of the Shares as the Shares are being issued in consideration for the provision of lead management services to the Company in relation to the Capital Raising.

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16. RESOLUTION 18 – CHANGE OF COMPANY NAME

Section 157(1)(a) of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name.

Resolution 18 seeks the approval of Shareholders for the Company to change its name to Tesoro Resources Limited .

The Board proposes this change of name on the basis that it more accurately reflects the proposed future operations of the Company.

If Resolution 18 is passed the change of name will take effect when ASIC alters the details of the Company’s registration.

Resolution 18 is conditional on the passing of the Essential Resolutions.

If Resolution 18 is passed, the Company will lodge a copy of the special resolution with ASIC on completion of the Acquisition in order to effect the change.

17. RESOLUTION 19 – ADOPTION OF INCENTIVE OPTION AND PERFORMANCE RIGHTS PLAN

Resolution 19 seeks Shareholder approval for the adoption of the employee incentive scheme titled Incentive Option and Performance Rights Plan ( Options and Performance Rights Plan or the “ Plan” ) in accordance with ASX Listing Rule 7.2 (Exception 9(b)).

A summary of ASX Listing Rule 7.1 is set out in Section 7.3 above.

ASX Listing Rule 7.2 (Exception 9(b)) sets out an exception to ASX Listing Rule 7.1 which provides that issues under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of securities under the scheme as an exception to ASX Listing Rule 7.1.

If Resolution 19 is passed, the Company will be able to issue Options and Performance Rights under the Plan to eligible participants over a period of 3 years without impacting on the Company’s ability to issue up to 15% of its total ordinary securities without Shareholder approval in any 12 month period.

Shareholders should note that no Options or Performance Rights have previously been issued under the Plan.

The objective of the Plan is to attract, motivate and retain key employees and it is considered by the Company that the adoption of the Plan and the future issue of Options and Performance Rights under the Plan will provide selected employees with the opportunity to participate in the future growth of the Company.

Any future issues of Options and Performance Rights under the Plan to a related party or a person whose relationship with the Company or the related party is, in ASX’s opinion, such that approval should be obtained will require additional Shareholder approval under ASX Listing Rule 10.14 at the relevant time.

A summary of the key terms and conditions of the Plan is set out in Schedule 4. In addition, a copy of the Plan is available for review by Shareholders at the registered office of the Company until the date of the Meeting. A copy of the

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Plan can also be sent to Shareholders upon request to the Company Secretary. Shareholders are invited to contact the Company if they have any queries or concerns.

18. RESOLUTION 20 – REPLACEMENT OF CONSTITUTION

18.1 General

A company may modify or repeal its constitution or a provision of its constitution by special resolution of Shareholders.

Resolution 20 is a special resolution which will enable the Company to repeal its existing Constitution and adopt a new constitution ( Proposed Constitution ) which is of the type required for a listed public company limited by shares updated to ensure it reflects the current provisions of the Corporations Act and ASX Listing Rules.

This will incorporate amendments to the Corporations Act and ASX Listing Rules since the current Constitution was adopted in 2015.

The Directors believe that it is preferable in the circumstances to replace the existing Constitution with the Proposed Constitution rather than to amend a multitude of specific provisions.

The Proposed Constitution is broadly consistent with the provisions of the existing Constitution. Many of the proposed changes are administrative or minor in nature. The Directors believe these amendments are not material nor will they have any significant impact on Shareholders. It is not practicable to list all of the changes to the Constitution in detail in this Explanatory Statement, however, a summary of the proposed material changes is set out below at Section 18.2.

A copy of the Proposed Constitution is available for review by Shareholders at the Company’s website www.plukka.com and at the office of the Company. A copy of the Proposed Constitution can also be sent to Shareholders upon request to the Company Secretary (+61 3 9614 2444). Shareholders are invited to contact the Company if they have any queries or concerns.

18.2 Summary of material proposed changes

(a) Restricted Securities (clause 2.12)

The Proposed Constitution complies with the proposed changes to ASX Listing Rule 15.12 which is due to be finalised and released in December 2019. Under this change, ASX will require certain more significant holders of restricted securities and their controllers (such as related parties, promoters, substantial holders, service providers and their associates) to execute a formal escrow agreement in the form Appendix 9A, as is currently the case. However, for less significant holdings (such as non-related parties and non-promoters), ASX will instead permit the Company to issue restriction notices to holders of restricted securities in the form of a new Appendix 9C advising them of the restriction rather than requiring signed restriction agreements.

(b) Direct Voting (clause 13, specifically clauses 13.35 – 13.40)

The Proposed Constitution includes a new provision which allows Shareholders to exercise their voting rights through direct voting (in addition to exercising their existing rights to appoint a proxy). Direct

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voting is a mechanism by which Shareholders can vote directly on resolutions which are to be determined by poll. Votes cast by direct vote by a Shareholder are taken to have been cast on the poll as if the Shareholder had cast the votes on the poll at the meeting. In order for direct voting to be available, Directors must elect that votes can be cast via direct vote for all or any resolutions and determine the manner appropriate for the casting of direct votes. If such a determination is made by the Directors, the notice of meeting will include information on the application of direct voting.

(c)

Partial (proportional) takeover provisions (clause 36)

A proportional takeover bid is a takeover bid where the offer made to each shareholder is only for a proportion of that shareholder’s shares.

Pursuant to section 648G of the Corporations Act, the Company has included in the Proposed Constitution a provision whereby a proportional takeover bid for Shares may only proceed after the bid has been approved by a meeting of Shareholders held in accordance with the terms set out in the Corporations Act.

This clause of the Proposed Constitution will cease to have effect on the third anniversary of the date of the adoption of last renewal of the clause.

(d) Information required by section 648G of the Corporations Act

(i) Effect of proposed proportional takeover provisions

Where offers have been made under a proportional off-market bid in respect of a class of securities in a company, the registration of a transfer giving effect to a contract resulting from the acceptance of an offer made under such a proportional off-market bid is prohibited unless and until a resolution to approve the proportional off-market bid is passed.

(ii) Reasons for proportional takeover provisions

A proportional takeover bid may result in control of the Company changing without Shareholders having the opportunity to dispose of all their Shares. By making a partial bid, a bidder can obtain practical control of the Company by acquiring less than a majority interest. Shareholders are exposed to the risk of being left as a minority in the Company and the risk of the bidder being able to acquire control of the Company without payment of an adequate control premium. These amended provisions allow Shareholders to decide whether a proportional takeover bid is acceptable in principle, and assist in ensuring that any partial bid is appropriately priced.

(iii) Knowledge of any acquisition proposals

At the date of this Notice of Meeting, other than the Company’s proposed acquisition of Tesoro as set out in this Notice, no Director is aware of any proposal by any person to acquire, or to increase the extent of, a substantial interest in the Company.

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(iv) Potential advantages and disadvantages of proportional takeover provisions

The Directors consider that the proportional takeover provisions have no potential advantages or disadvantages for them and that they remain free to make a recommendation on whether an offer under a proportional takeover bid should be accepted.

The potential advantages of the proportional takeover provisions for Shareholders include:

(A) the right to decide by majority vote whether an offer under a proportional takeover bid should proceed;
(B) assisting in preventing Shareholders from being locked in as a minority;
(C) increasing the bargaining power of Shareholders which may assist in ensuring that any proportional takeover bid is adequately priced; and
(D) each individual Shareholder may better assess the likely outcome of the proportional takeover bid by knowing the view of the majority of Shareholders which may assist in deciding whether to accept or reject an offer under the takeover bid.

The potential disadvantages of the proportional takeover provisions for Shareholders include:

(A) proportional takeover bids may be discouraged;
(B) lost opportunity to sell a portion of their Shares at a premium; and
(C) the likelihood of a proportional takeover bid succeeding may be reduced.

18.3 Recommendation of the Board

The Directors do not believe the potential disadvantages outweigh the potential advantages of adopting the proportional takeover provisions and as a result consider that the proportional takeover provision in the Proposed Constitution is in the interest of Shareholders and unanimously recommend that Shareholders vote in favour of Resolution 20.

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GLOSSARY

$ means Australian dollars.

Acquisition has the meaning given at Section 4.1.

Acquisition Agreement means the full form share purchase agreement executed by the Company and Tesoro on or about 3 October 2019 pursuant to which the Company agreed to acquire 100% of the issued capital of Tesoro in consideration for the Consideration Shares and otherwise as set out at Section 4.1.

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

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Capital Raising means the Company’s proposed capital raising issue of a minimum of 150,000,000 Shares at $0.03 per Share to raise a minimum of $4,500,000 with the ability to issue up to an additional 33,333,333 Shares to raise up to $5,500,000.

Chair means the chair of the Meeting.

Closely Related Party of a member of the Key Management Personnel means:

(a) a spouse or child of the member;
(b) a child of the member’s spouse;
(c) a dependent of the member or the member’s spouse;
(d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;
(e) a company the member controls; or
(f) a person prescribed by the Corporations Regulations 2001 (Cth) for the purposes of the definition of ‘closely related party’ in the Corporations Act.

Company or PKA means Plukka Limited (ACN 106 854 175).

Completion means completion of the Acquisition in accordance with the terms of the Acquisition Agreement.

Constitution means the Company’s constitution.

Consideration Shares means 112,294,158 Shares to be issued to the Tesoro Shareholders on Completion as consideration of the Acquisition.

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Converting Loan Shares means the Shares to be issued pursuant to the conversion of the Convertible Loan Agreement.

Convertible Loan Raising has the meaning given in Section 15.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Essential Resolutions has the meaning given in Section 4.2.

Explanatory Statement means the explanatory statement accompanying the Notice.

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Lenders has the meaning in Section 10.1.

Maximum Subscription means the maximum amount to be raised pursuant to the Capital Raising, being $5,500,000.

Milestones refers to the milestones that must be satisfied in relation to the Related Party Performance Rights as detailed in Schedule 2.

Minimum Subscription means the minimum amount to be raised pursuant to the Capital Raising, being $4,500,000.

Notice or Notice of Meeting means this notice of meeting including the Explanatory Statement and the Proxy Form.

Official Quotation means official quotation by ASX in accordance with the ASX Listing Rules.

Performance Right has the meaning given at Section 12.1 to issue on the terms and condition set out in Schedule 2.

Proposed Directors means Mr Geoffrey McNamara and Mr Zeffron Reeves.

Proxy Form means the proxy form accompanying the Notice.

Related Party Debt has the meaning given at Section 10.1.

Related Party Shares has the meaning given at Section 10.1.

Resolutions means the resolutions set out in the Notice, or any one of them, as the context requires.

Section means a section of the Explanatory Statement.

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

Shareholder means a registered holder of a Share.

Tesoro means Tesoro Resources Limited (ACN 618 093 306).

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

Tesoro Shareholders means a holder of a Tesoro Share.

WST means Australian Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – KEY TERMS OF THE ACQUISITION AGREEMENT

The key terms and conditions of the Acquisition Agreement are summarised below:

(a) Conditions Precedent
(i) PKA undertaking a consolidation of its issued share capital on a ratio of 15:4 (or such other ratio as is agreed between the parties) (Consolidation);
(ii) all Tesoro shareholders accepting offers for their respective shares in Tesoro by execution of separate instruments of transfer, and the Proposed Directors providing notice to PKA all Tesoro shareholders have accepted such offers (the Proposed Directors agree to use their best endeavours to procure all other shareholders in Tesoro accept offers for their shares in Tesoro);
(iii) PKA receiving conditional approval from ASX in writing for the reinstatement of PKA’s shares to trading on ASX assuming completion of the Acquisition and satisfaction of the customary conditions acceptable to PKA and Tesoro;
(iv) PKA obtaining valid applications for no less than AUD$4,500,000 pursuant to a prospectus for the offer of Shares in connection with the re-instatement;
(v) PKA and/or Tesoro obtaining all necessary shareholder and regulatory approvals required to complete the Acquisition and issue all consideration; and
(vi) Tesoro preparing audited accounts for the shorter period of three years and the period from the date of incorporation of Tesoro and delivering those accounts to PKA;
(vii) no material adverse change having occurred in relation to Tesoro or its assets between the date of the Term Sheet and completion of the Acquisition; and
(viii) Tesoro and PKA obtaining all necessary third-party consents for completion of the Acquisition (including for a change of control under contracts, as applicable).

(b) Consideration

The Company will:

(i) acquire 100% of the Tesoro Shares for the issue of 112,294,158 fully paid ordinary shares ( Shares )(post-Consolidation);
(ii) issue 16,824,967 Shares (post-Consolidation) to certain Tesoro creditors and directors for conversion of debts and director loans; and
(iii) pay $75,000 in cash to Tanamera Resources Pte Ltd (an entity associated with Geoffrey McNamara, a proposed non-executive Director of the Company) in repayment of the outstanding amount of a loan from Tanamera to Tesoro.

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(c) Convertible Loan

Tesoro intends to complete an interest-free unsecured convertible loan raising of up to $300,000 to sophisticated and professional investors who are not related parties of either the Company or Tesoro. The terms of the Convertible Loan are summarised below:

(i) at completion, the obligation to repay the Convertible Loan will be assigned to the Company and converted into Shares at a conversion price equal to a 20% discount to the price per Share investors subscribe for under the Capital Raise;
(ii) if completion has not occurred on or before 1 February 2020, the loan must be repaid in cash (unless mutually agreed to extend repayment);
(iii) the Convertible Loan is interest free other than default interest; and
(iv) the Convertible Loan’s Lead Manager will receive a capital raising fee of 5% of the gross proceeds raised, by way of new Shares in the Company (subject to conversion of the Convertible Loan into Shares on completion and the Company’s re-listing on the ASX).

(d)

Director Loan

(i) The parties acknowledge and agree that Linkwood Holdings Pte Ltd, and Tanamera Resources Pte Ltd (entities incorporated in Singapore), both entities associated with Mr Geoffrey McNamara have accrued unpaid loans to Tesoro, as well as accruing, on behalf of Mr McNamara, unpaid director fees.
(ii) The parties acknowledge and agree that the director loan shall, subject to receipt of all requisite shareholder approvals, be:
(A) assigned to PKA; and
(B) repaid by PKA through the issue of 16,824,967 PKA shares.

(e) Performance Rights

The Proposed Directors will be issued 136,840,000 Related Party Performance Rights, convertible into Shares on a one for one basis (post-Consolidation) subject to the successful achievement of the Milestones relating to the El Zorro and Espina Gold Projects, as detailed in Schedule 2.

(f) Board Changes
(i) John Toll to remain Non-Executive Chairman of PKA.
(ii) Zeffron Reeves to be appointed Managing Director of PKA.
(iii) Geoff McNamara to be appointed Non-executive Director of PKA.
(iv) Shannon Coates to be appointed Company Secretary of PKA

(g) Name Change

Upon completion of the Acquisition PKA’s name will be changed to Tesoro Resources Ltd.

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SCHEDULE 2 – TERMS AND CONDITIONS OF PERFORMANCE RIGHTS

The following is a summary of the key terms and conditions of the Performance Rights that are to be issued by PKA:

(a) ( Notification to holder ): PKA shall notify the holder in writing when the relevant milestones applicable to the particular Performance Right have been satisfied.
(b) ( Vesting ): Subject to (e), (g) and (h), Performance Rights, that have not lapsed, shall vest on the later to occur of:
(i) the date that the Milestone relating to that Performance Right has been satisfied; and
(ii) the date that the holder gives a notice to PKA confirming that the holder would like the Performance Rights to vest.
(c) ( Milestones ): The relevant milestones attaching to the Performance Rights are as follows

Class	Number	Milestone	Expiry Date
Class A	46,720,000	PKA establishing an Inferred Resource of equal or greater than 250,000 ounces equivalent at a gold grade of 1 gram per tonne or greater, as defined by the JORC Code at the El Zorro Project or the Espina Project.	18 months after Completion.
Class B	50,060,000	PKA establishing an Inferred Resource of equal or greater than 1 million ounces equivalent, at a gold grade 1 gram per tonne or greater, as defined by the JORC Code at the El Zorro Project or the Espina Project.	36 months after Completion.
Class C	20,030,000	PKA establishing an Inferred Resource of equal or greater than 2 million ounces equivalent, at a gold grade 1 gram per tonne or greater, as defined by the JORC Code at the El Zorro Project or the Espina Project.	48 months after Completion.
Class D	20,030,000	PKA completing either a Bankable Feasibility Study or a Definitive Feasibility Study in relation to any resource (as defined by the JORC Code) at the El Zorro Project or the Espina Project, confirming the relevant project is commercially viable.	60 months after Completion.

(d) ( Consideration ): The Performance Rights will be issued for nil consideration each and no consideration will be payable upon the vesting of the Performance Rights.
(e) ( Conversion ): Upon satisfaction of the relevant Milestone, each Performance Right will, at the election of the holder, vest and convert into one (1) Share.

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(f) ( Lapsing ): Unless otherwise determined by the Board in its sole and absolute discretion, any unvested Performance Rights will lapse on the earlier of:
(i) the date that the Milestone relating to that Performance Right must have been satisfied;
(ii) where a holder has acted fraudulently, dishonestly or wilfully breaching their duties to PKA; or
(iii) the expiry date of the Performance Right (if any).
(g) ( Share ranking ): All Shares issued upon the vesting of Performance Rights will upon issue rank pari passu in all respects with other Shares.
(h) ( Listing of Shares on ASX ): PKA will not apply for quotation of the Performance Rights on ASX. However, PKA will apply for quotation of all Shares issued pursuant to the vesting of Performance Rights on ASX within the period required by ASX.
(i) ( Transfer of Performance Rights ): A Performance Right is not transferable.
(j) ( Participation in new issues ): There are no participation rights or entitlements inherent in the Performance Rights and holders will not be entitled to participate in new issues of capital offered to PKA shareholders during the currency of the Performance Rights.
(k) ( Adjustment for bonus issue ): If securities are issued pro-rata to PKA shareholders generally by way of bonus issue (other than an issue in lieu of dividends or by way of dividend reinvestment), the number of Performance Rights to which each holder is entitled, will be increased by that number of securities which the holder would have been entitled if the Performance Rights held by the holder were vested immediately prior to the record date of the bonus issue, and in any event in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the bonus issue.
(l) ( Adjustment for reconstruction ): If, at any time, the issued capital of PKA is reorganised (including consolidation, subdivision, reduction or return), all rights of a holder of a Performance Right (including the Vesting Conditions) are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(m) ( Dividend and Voting Rights ): A Performance Right does not confer upon the holder an entitlement to vote or receive dividends.
(n) ( No rights to return of capital ) A Performance Right does not entitle the holder to a return of capital, whether in a winding up, upon a reduction of capital or otherwise of PKA.
(o) ( No rights on winding up ): A Performance Right does not entitle the holder to participate in the surplus profits or assets of PKA upon winding up.
(p) ( No other rights ): A Performance Right gives the holder no rights other than those expressly provided by these terms and those provided at law where such rights at law cannot be excluded by these terms.
(q) ( change of control ) If there is a change in control event in relation to PKA (eg, a takeover bid for all the Shares in PKA which obtains acceptances for at least 50.1% and is declared unconditional or via a scheme of arrangement by which

3571-05/2229926_21

more than 50% of the Shares in PKA change ownership and which is approved by shareholders at a court convened meeting) then any unvested Performance Rights will automatically vest on a one-for-one basis up to a maximum number of shares that is equal to 10% of the PKA shares on issue immediately following conversion under this paragraph. The conversion will be completed on a pro rata basis across each class of Performance Right then on issue as well as on a pro rata basis for each holder.

(r) ( Deferral of conversion if resulting in a prohibited acquisition of Shares ) If the conversion of a Performance Right would result in any person being in contravention of section 606(1) of the Corporations Act 2001 (Cth) ( General Prohibition ) then the conversion of that Performance Right shall be deferred until such later time or times that the conversion would not result in a contravention of the General Prohibition. In assessing whether a conversion of a Performance Right would result in a contravention of the General Prohibition:
(i) holders may give written notification to PKA if they consider that the conversion of a Performance Right may result in the contravention of the General Prohibition. The absence of such written notification from the holder will entitle PKA to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.
(ii) PKA may (but is not obliged to) by written notice to a holder request a holder provide the written notice referred to the paragraph immediately above within seven days, if PKA considers that the conversion of a Performance Right may result in a contravention of the General Prohibition. The absence of such written notification from the holder will entitle PKA to assume the conversion of a Performance Right will not result in any person being in contravention of the General Prohibition.

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SCHEDULE 3 – PRO FORMA BALANCE SHEET

Tesoro Resources Ltd

30 June 2019 (unaudited) Proforma

			Minimum	Maximum		PROFORMA BALANCE SHEET	PROFORMA BALANCE SHEET
Acquirer	Company	Acquisition adjustment entries	Raising Costs Total	Raising Costs Total	Post raising conversions	MIN	MAX
464,577 60,071	20,636 226,832		4,800,000 (328,000) 4,472,000	5,800,000 (328,000) 5,472,000 (115,000) - 5,800,000 (328,000) 5,472,000 - - - - - - 5,800,000 (328,000) - - - (132,738) 300,000 300,000 (300,000) - - - (449,533) 300,000 - 300,000 300,000 - 300,000 5,500,000 (328,000) 5,172,000		4,842,213	5,842,213
			- - -			286,903	286,903
524,648 -	247,468 3,036,411		4,800,000 (328,000) 4,472,000 - - -			5,129,116 - 3,036,411	6,129,116 - 3,036,411
-	3,036,411		- - -			3,036,411	3,036,411
						-	-
524,648 167,745 - -	3,283,879 479,666 - 449,533		4,800,000 (328,000) - - - 300,000 - 300,000 - - -			8,165,527 - 514,673 - -	9,165,527 - 514,673 - -
167,745	929,199		300,000 - 300,000			514,673 -	514,673 -
167,745	929,199		300,000 - 300,000			514,673	514,673
						-	-
356,903	2,354,680	(2,354,680)	4,500,000 (328,000) 4,172,000			5,296,174	6,296,174
21,770,206 840,453 (22,253,756)	3,325,065 208,698 (1,179,083)	(3,325,065) (208,698) 1,179,083	4,500,000 (328,000) 4,172,000 - - - - - -	5,500,000 (328,000) 5,172,000 767,271 - - - - - -		26,709,477 840,453 (22,253,756)	27,709,477 840,453 (22,253,756)
356,903	2,354,680	(2,354,680)	4,500,000 (328,000) 4,172,000	5,500,000 (328,000) 5,172,000		5,296,174	6,296,174

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Notes

1 Capital raising Undertaken by Plukka 2 Costs Legal Audit and accounting ITAR Co sec work ASX Lsiting Fees Shareholder Comm TSO Shareholder meeting - NOM-Printing etc PKA Marketing and roadshow PAC Partners Corp Advisory ASX In Principle Advice ASX NoM Review Undertaken by Tesoro via convertible loan	MINIMUM MAXIMUM 300,000 300,000 4,500,000 5,500,000
	4,800,000 5,800,000
	MINIMUM MAXIMUM 75,000 75,000 20,000 20,000 13,500 13,500 15,000 15,000 75,000 75,000 3,000 3,000 10,000 10,000 70,000 70,000 30,000 30,000 5,500 5,500 11,000 11,000
	328,000 328,000

3 Notes Loans Borrowings at 30 June 19 Convertible via equity Settled via cash Other payables Conversion of convertible note Medea invoice paid equity Liablities converted to equity post cap raising	449533 334533 115000
	0 300000 132738
	767,271

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SCHEDULE 4 – TERMS AND CONDITIONS OF INCENTIVE OPTION AND PERFORMANCE RIGHTS PLAN

The key terms of the Performance Rights and Option Plan ( Plan ) are as follows:

(a) Eligibility : Participants in the Plan may be:
(i) a Director (whether executive or non-executive) of the Company and any Associated Body Corporate of the Company (each, a Group Company );
(ii) a full or part time employee of any Group Company;
(iii) a casual employee or contractor of a Group Company to the extent permitted by ASIC Class Order 14/1000 as amended or replaced ( Class Order ); or
(iv) a prospective participant, being a person to whom the offer is made but who can only accept the offer if an arrangement has been entered into that will result in the person becoming a participant under subparagraphs (i), (ii), or (iii) above,

who is declared by the Board to be eligible to receive grants of Options or Performance Rights ( Awards ) under the Plan ( Eligible Participants ).

(b) Offer: The Board may, from time to time, in its absolute discretion, make a written offer to any Eligible Participant to apply for Awards, upon the terms set out in the Plan and upon such additional terms and conditions as the Board determines.
(c) Plan limit: The Company must have reasonable grounds to believe, when making an offer, that the number of Shares to be received on exercise of Awards offered under an offer, when aggregated with the number of Shares issued or that may be issued as a result of offers made in reliance on the Class Order at any time during the previous 3 year period under an employee incentive scheme covered by the Class Order or an ASIC exempt arrangement of a similar kind to an employee incentive scheme, will not exceed 5% of the total number of Shares on issue at the date of the offer.
(d) Issue price: Performance Rights granted under the Plan will be issued for nil cash consideration. Unless the Options are quoted on the ASX, Options issued under the Plan will be issued for no more than nominal cash consideration.
(e) Vesting Conditions: An Award may be made subject to vesting conditions as determined by the Board in its discretion and as specified in the offer for the Awards ( Vesting Conditions ).
(f) Vesting : The Board may in its absolute discretion (except in respect of a change of control occurring where Vesting Conditions are deemed to be automatically waived) by written notice to a Participant (being an Eligible Participant to whom Awards have been granted under the Plan or their nominee where the Awards have been granted to the nominee of the Eligible Participant ( Relevant Person )), resolve to waive any of the Vesting Conditions applying to Awards due to:
(i) special circumstances arising in relation to a Relevant Person in respect of those Awards, being:

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(A) a Relevant Person ceasing to be an Eligible Participant due to:
(I) death or total or permanent disability of a Relevant Person; or
(II) retirement or redundancy of a Relevant Person;
(B) a Relevant Person suffering severe financial hardship;
(C) any other circumstance stated to constitute “special circumstances” in the terms of the relevant offer made to and accepted by the Participant; or
(D) any other circumstances determined by the Board at any time (whether before or after the offer) and notified to the relevant Participant which circumstances may relate to the Participant, a class of Participant, including the Participant or particular circumstances or class of circumstances applying to the Participant,

( Special Circumstances ), or

(ii) a change of control occurring; or
(iii) the Company passing a resolution for voluntary winding up, or an order is made for the compulsory winding up of the Company.
(g) Cashless Exercise of Options: At the discretion of the Board, Options issued under the Plan may include a cashless exercise facility, which operates so that In lieu of paying the aggregate Exercise Price on exercise of Options, an Eligible Participant may elect to receive, without payment of cash or other consideration, upon surrender of the applicable portion of exercisable Options to the Company, a number of Shares determined in accordance with the following formula ( Cashless Exercise Facility ):

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where:

A = the number of Shares (rounded down to the nearest whole number) to be issued to the Participant;
B = the number of Shares otherwise issuable upon the exercise of the Option or portion of the Options being exercised;
C = the Market Value of one Share determined as of the date of delivery to the Company Secretary; and
D = the Exercise Price.

For the purposes of this Section, Market Value means, at any given date, the volume weighted average price per Share traded on the ASX over the five (5) trading days immediately preceding that given date, unless otherwise specified in an Offer.

3571-05/2229926_21

(h) Lapse of an Award : An Award will lapse upon the earlier to occur of:
(i) an unauthorised dealing, or hedging of, the Award occurring;
(ii) a Vesting Condition in relation to the Award is not satisfied by its due date, or becomes incapable of satisfaction, as determined by the Board in its absolute discretion, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iii) in respect of unvested Awards only, a Relevant Person ceases to be an Eligible Participant, unless the Board exercises its discretion to vest the Award in the circumstances set out in paragraph (f) or the Board resolves, in its absolute discretion, to allow the unvested Awards to remain unvested after the Relevant Person ceases to be an Eligible Participant;
(iv) in respect of vested Awards only, a Relevant Person ceases to be an Eligible Participant and the Award granted in respect of that Relevant Person is not exercised within a one (1) month period (or such later date as the Board determines) of the date that person ceases to be an Eligible Participant;
(v) the Board deems that an Award lapses due to fraud, dishonesty or other improper behaviour of the Eligible Participant;
(vi) the Company undergoes a change of control or a winding up resolution or order is made and the Board does not exercise its discretion to vest the Award; and
(vii) the expiry date of the Award.
(i) Not transferrable : Subject to the ASX Listing Rules, Awards are only transferrable in Special Circumstances with the prior written consent of the Board (which may be withheld in its absolute discretion) or by force of law upon death, to the Participant’s legal personal representative or upon bankruptcy to the participant’s trustee in bankruptcy.
(j) Shares : Shares resulting from the exercise of the Awards shall, subject to any Sale Restrictions (refer paragraph (k)) from the date of issue, rank on equal terms with all other Shares on issue.
(k) Sale Restrictions : The Board may, in its discretion, determine at any time up until exercise of Awards, that a restriction period will apply to some or all of the Shares issued to a Participant on exercise of those Awards ( Restriction Period ). In addition, the Board may, in its sole discretion, having regard to the circumstances at the time, waive any such Restriction Period.
(l) Quotation of Shares: If Shares of the same class as those issued under the Plan are quoted on the ASX, the Company will, subject to the ASX Listing Rules, apply to the ASX for those Shares to be quoted on ASX within 10 business days of the later of the date the Shares are issued and the date any Restriction Period applying to the Shares ends.
(m) No Participation Rights : There are no participation rights or entitlements inherent in the Awards and Participants will not be entitled to participate in new issues of

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capital offered to Shareholders during the currency of the Awards without exercising the Award.

(n) Change in exercise price of number of underlying securities: An Award does not confer the right to a change in exercise price or in the number of underlying Shares over which the Award can be exercised.
(o) Reorganisation : If, at any time, the issued capital of the Company is reorganised (including consolidation, subdivision, reduction or return), all rights of a Participant are to be changed in a manner consistent with the Corporations Act and the ASX Listing Rules at the time of the reorganisation.
(p) Amendments : Subject to express restrictions set out in the Plan and complying with the Corporations Act, ASX Listing Rules and any other applicable law, the Board may, at any time, by resolution amend or add to all or any of the provisions of the Plan, or the terms or conditions of any Award granted under the Plan including giving any amendment retrospective effect.

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SCHEDULE 5 – ASX WAIVERS

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29 July 2019

Mr Matthew Ireland Senior Associate, Steinepreis Paganin Level 4, The Read Buildings 16 Milligan Street Perth WA 6000

By email: [email protected]

Dear Mr Ireland

Plukka Limited ( ‘ PKA ’ )

I refer to your letter dated 12 September 2019 applying on behalf of PKA for Listing Rule 2.1 condition 2 and listing rule 10.13.3 waivers.

I am pleased to advise that ASX Limited (‘ASX’) has decided to g rant the confirmation requested.

Waiver Decision

Listing Rule 2.1 condition 2

B ased solely on the information provided, ASX Limited (“ASX”) grants Plukka Limited (the “Company”), in connection with the acquisition of Tesoro Resources Ltd (“Acquisition”) and a proposed capital raising of between $4,500,000 (minimum subscription) and $5,500,000 (maximum subscription) via the issue of ordinary shares (“Capital Raising”) a waiver from listing rule 2.1 condition 2 to the extent necessary to permit the issue of up to 183,333,333 fully paid ordinary shares pursuant to the Capital Raising (“Capital Raising Shares”) at an issue price less than $0.20 per Capital Raising Share, subject to the following conditions:
1.1. The issue price of the Capital Raising Shares is not less than $0.02 per share.
1.2. The terms of this waiver are disclosed to the market and, along with the terms and conditions of the Capital Raising Shares, are clearly disclosed in the notice of meeting pursuant to which the Company will seek the approval required under listing rule 11.1.2 for the Acquisition and in the prospectus to be issued in respect of the Capital Raising.
1.3. The Company’s shareholders approve the issue price of the Capital Raising Shares in conjunction with the approval obtained under listing rule 11.1.2 in respect of the Acquisition.
1.4. The Company completes a consolidation of its capital structure in conjunction with the Acquisition such that its securities are consolidated at a ratio that will be sufficient, based on the lowest price at which the Company’s securities traded over the 20 trading days preceding the date of the announcement of the Acquisition, to achieve a market value for its securities of not less than two cents each.
ASX h as considered Listing Rule 2.1 condition 2 only and makes no statement as to the Company’s compliance with other Listing Rules.

Basis for Waiver Decision

Listing Rule 2.1 condition 2

ASX Customer Service Centre 131 279 | asx.com.au

ASX Limited [[Listings]]

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Listing rule 2.1 condition 2 requires that the issue or sale price of all securities that an entity, at the time of its application for admission to the official list, seeks to have quoted must be at least 20 cents. The requirement demonstrates that the entity can raise funds at a price, or that its securities have a minimum value, suitable for a listed entity.

Facts/Reasons for granting the waiver

This is a standard waiver as prescribed by ASX policy.

Waiver Decision

B ased solely on the information provided, ASX Limited (“ASX”) grants Plukka Limited (the “Company”), in connection with the acquisition of Tesoro Resources Ltd (“Tesoro”) a waiver from Listing Rule 10.13.3 to the extent necessary to permit the Company’s notice of general meeting (the “Notice”) seeking shareholder approval for the issue of:
1.1. Up to 6,666,666 shares each to Zeffron Reeves, Geoffrey McNamara and John Toll;
1.2. Up to 12,963,889 consideration shares to Zeffron Reeves;
1.3. Up to 63,027,195 performance rights to Zeffron Reeves;
1.4. Up to 23,694,438 consideration shares to Geoffrey McNamara;
1.5. Up to 73,812,805 performance rights to Linkwood Holdings Pte Ltd (or its nominee) as nominee of Mr Geoffrey McNamara; and
1.6. Up to 12,400,367 director loan shares and 4,424,600 director fee shares to entities controlled by Geoffrey McNamara,

(together the “Related Party Securities”)

not to state that the securities will be issued no later than one month after the date of the meeting and subject to the following conditions:

1.1. The Notice states that the Related Party Securities will be issued no later than the date which is 3 months from the date of the shareholder meeting;
1.2. The terms of the waiver are disclosed to the Market in the Notice.
ASX has considered Listing Rule 10.13.3 only and makes no statement as to the Company’s compliance with other Listing Rules.

Basis for Waiver Decision

Listing Rule 10.13.3

Underlying Policy

Listing rule 10.11 protects a listed entity’s security holders by preventing a related party from obtaining shares on advantageous terms and increasing the related party’s holding proportionate to other holdings. Unless one of the exceptions under listing rule 10.12 applies, a listed entity must seek shareholder approval before it can issue shares to a related party. Listing rule 10.13 sets out the information required to be included in the notice of meeting seeking approval for the issue of the securities to a related party. In particular, listing rule 10.13.3 requires the date by which the entity will issue the securities and this date must be no later than 1 month after the date of the meeting. This rule ensures that an issue of securities to a related party that has been

2/3 ASX Customer Service Centre 131 279 | asx.com.au

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approved by security holders is made within a reasonable timeframe following the approval, so that that it is less likely that the circumstances in which the issue is made will have changed materially from those prevailing at the time the approval was given.

Facts/Reasons for granting the waiver

This is a standard waiver as prescribed by ASX policy.

ASX’s power to v ary or revoke waiver

It should be noted that under ASX Listing Rule 18.3, ASX may vary or revoke this advice at any time.

Enquiries

If you have any further enquiries in relation to this matter, please do not hesitate to contact me.

Yours sincerely

James Rowe

Senior Manager, Listings Compliance (Perth)

3/3 ASX Customer Service Centre 131 279 | asx.com.au

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PKA

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AI assistant

TESORO GOLD LTD — AGM Information 2019

65957_rns_2019-10-06_3d28ff59-ea59-41d7-a30b-ad930ee3da5a.pdf

PLUKKA LIMITED ACN 106 854 175 (TO BE RENAMED ‘TESORO RESOURCES LIMITED’) NOTICE OF ANNUAL GENERAL MEETING

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

IMPORTANT INFORMATION

Time and place of Meeting

Your vote is important

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

IMPORTANT NOTE

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

Note: the vote on this Resolution is advisory only and does not bind the Directors or the Company.

Voting Prohibition Statement:

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN TOLL

4. RESOLUTION 3 – CHANGE TO NATURE AND SCALE OF ACTIVITIES – PROPOSED ACQUISITION OF TESORO RESOURCES LIMITED

5. RESOLUTION 4 – CONSOLIDATION OF CAPITAL

6. RESOLUTION 5 – ISSUE OF CONSIDERATION SHARES TO THE TESORO SHAREHOLDERS

7. RESOLUTION 6 – CAPITAL RAISING

8. RESOLUTION 7 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR JOHN TOLL

9. RESOLUTION 8 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR ZEFFRON REEVES

10. RESOLUTION 9 – ISSUE OF CAPITAL RAISING SHARES TO A RELATED PARTY – MR GEOFFREY MCNAMARA

11. RESOLUTION 10 – APPROVAL TO ISSUE SHARES ON CONVERSION OF THE TESORO CONVERTIBLE LOAN

12. RESOLUTION 11 – ELECTION OF DIRECTOR - MR GEOFFREY MCNAMARA

13. RESOLUTION 12 – ISSUE OF PERFORMANCE RIGHTS TO MR GEOFFREY MCNAMARA

Voting Prohibition Statement:

14. RESOLUTION 13 – ISSUE OF PERFORMANCE RIGHTS TO MR ZEFFRON REEVES

Voting Prohibition Statement:

15. RESOLUTION 14 – APPROVAL TO ISSUE SHARES ON CONVERSION OF DEBT TO TANAMERA RESOURCES PTE LTD

16. RESOLUTION 15 – APPROVAL TO ISSUE SHARES ON CONVERSION OF DEBT TO LINKWOOD HOLDINGS PTE LTD

17. RESOLUTION 16 – ISSUE OF SHARES TO PAC PARTNERS – FEE FOR TESORO CONVERTING LOAN RAISING

18. RESOLUTION 17 – ISSUE OF SHARES TO THE LEAD MANAGER

19. RESOLUTION 18 – CHANGE OF COMPANY NAME

20. RESOLUTION 19 – ADOPTION OF INCENTIVE OPTION AND PERFORMANCE RIGHTS PLAN

Voting Prohibition Statement:

21. RESOLUTION 20 – REPLACEMENT OF CONSTITUTION

Dated: 7 October 2019

By order of the Board

John Toll Non-Executve Chairman

Voting in person

Voting by proxy

EXPLANATORY STATEMEN T

1. FINANCIAL STATEMENTS AND REPORTS

2. RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

2.1 General

2.2 Voting consequences

2.3 Previous voting results

3. RESOLUTION 2 – RE-ELECTION OF DIRECTOR – MR JOHN TOLL

3.1 General

3.2

Qualifications and other material Directorships

3.3 Independence

3.4 Board recommendation

4. BACKGROUND TO THE ACQUISITION OF TESORO RESOURCES LIMITED

4.1 General Background

4.2 Summary of Resolutions

4.3

Tesoro

(b)

El Zorro Gold Project

(c) Espina Gold Project

(d) Business model

(e) Key Dependencies of the Business Model

(f) Related parties

4.4 Group Structure

Notes:

4.5 Re-compliance with Chapters 1 and 2 of the ASX Listing Rules

4.6 Indicative timetable

4.7 ASX waivers and confirmations obtained

ASX Listing Rule 10.13.3

4.8 Use of Funds

4.9 No Underwriter

4.10 Pro forma capital structure

4.11

Performance Rights

4.12 Pro forma balance sheet

TESORO GOLD LTD AGM Information 2019