TESORO GOLD LTD — AGM Information 2021

Sep 23, 2021

Letter to Shareholders regarding Annual General Meeting

Dear Shareholder

Tesoro Resources Limited (Tesoro or the Company) will be holding its annual general meeting of shareholders at 10:00am (WST) on Monday 25 October 2021 (Meeting) at 31-33 Cliff Street, Fremantle WA 6160.

The Treasury Law Amendments (2021 Measure No. 1) Act 2021 facilitates the electronic dispatch of notices of meeting until 1 April 2022. Accordingly, the Company will not be sending hard copies of the Notice of Meeting to shareholders who have not previously opted in to receiving electronic copies. Instead, the Notice of Meeting can be viewed and downloaded from the website link:

https://www.tesororesources.com.au/announcement-category/asx-announcements/

A copy of your personalised proxy form is enclosed for your convenience. Please complete and return the attached proxy form to the Company's share registry, Automic Group Pty Ltd by:

post to: Automic GPO Box 5193 Sydney NSW 2001 email to: meetings@automicgroup.com.au fax to: +61 2 8583 3040

Proxy votes may also be lodged online using the following link:

https://investor.automic.com.au/#/loginsah

Your proxy voting instruction must be received by 10:00am (WST) on 23 October 2021, being not less than 48 hours before the commencement of the Meeting. Any proxy voting instructions received after that time will not be valid for the Meeting.

The Notice of Meeting is important and should be read in its entirety. If you are in doubt as to the course of action you should follow, you should consult your financial adviser, lawyer, accountant or other professional adviser. If you have any difficulties obtaining a copy of the Notice of Meeting please contact the Company's share registry, Automic Group Pty Ltd on, 1300 288 664 (within Australia) or +61 2 9698 5414 (overseas).

To comply with Federal and State government restrictions on social gatherings, the Company may need to admit a limited number of persons to the Meeting. There is a risk that shareholders intending to attend the physical Meeting may not be admitted, depending on the number of Shareholders who wish to physically attend the Meeting. Therefore, the Company strongly encourages all shareholders to submit their directed proxy votes in advance of the Meeting.

Authorised by the Board of Tesoro Resources Limited

For more information:

Company:

Zeff Reeves Managing Director, Tesoro Resources Limited +61 8 9322 1587

Investors:

Peter Taylor NWR Communications +61 (0) 412 036 231 peter@nwrcommunications.com.au

About Tesoro

Tesoro Resources Limited was established with a strategy of acquiring, exploring, and developing mining projects in the Coastal Cordillera region of Chile. The Coastal Cordillera region is host to multiple world class copper and gold mines, has well established 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, but Tesoro, via its in-country network and experience has been able secure rights to a district scale gold project in-line with the Company's strategy. Tesoro's 95% owned Chilean subsidiary owns 85% of the El Zorro Gold Project.

TESORO RESOURCES LIMITED ACN 106 854 175 NOTICE OF ANNUAL GENERAL MEETING

Notice is given that the Meeting will be held at:

TIME: 10:00am (WST)

DATE: 25 October 2021

PLACE: 31-33 Cliff Street FREMANTLE WA 6160

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 4:00pm (WST) on 23 October 2021.

BUSINESS OF THE MEETING

AGENDA

1. FINANCIAL STATEMENTS AND REPORTS

To receive and consider the annual financial report of the Company for the financial period ended 30 June 2021 including the declaration of the Directors, the Directors' 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 2021."

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.

Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a member of the Key Management Personnel of the Company or a closely related party of such person (or are acting on behalf of any such person) and purport to cast a vote (other than as a proxy as permitted in the manner set out above), that vote will be disregarded by the Company (as indicated above) and you may be liable for an offence for breach of voting restrictions that apply to you under the Corporations Act.

3. RESOLUTION 2 – ELECTION OF DIRECTOR – MR LINTON PUTLAND

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 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Linton Putland, a Director who was appointed as an additional Director on 14 September 2021 retires, and being eligible, is elected as a Director."

4. RESOLUTION 3 – ELECTION OF DIRECTOR – MS KRISTIE YOUNG

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 14.4 of the Constitution, Listing Rule 14.4 and for all other purposes, Ms Kristie Young, a Director who was appointed as an additional Director on 14 September 2021 retires, and being eligible, is elected as a Director."

5. RESOLUTION 4 – RE-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, for the purpose of clause 14.2 of the Constitution, ASX Listing Rule 14.5 and for all other purposes, Mr Geoffrey McNamara, a Director, retires by rotation, and being eligible, is re-elected as a Director."

6. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

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

"That, for the purposes of Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue up to that number of Equity Securities equal to 10% of the issued capital of the Company at the time of issue, calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A.2 and otherwise on the terms and conditions set out in the Explanatory Statement."

7. RESOLUTION 6 – RATIFICATION OF ISSUE OF PLACEMENT SHARES (ISSUED IN ACCORDANCE WITH ASX LISTING RULE 7.1)

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 19,037,275 Shares at an issue price of \$0.27 per Share issued in accordance with ASX Listing Rule 7.1 on 15 December 2020, to institutional, professional and/or sophisticated investors and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of any person who participated in the issue of Shares the subject of Resolution 6 or any Associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

(a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or

• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides: or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
• (ii) the holder votes on the Resolution in accordance with the directors given by the beneficiary to the holder to vote in that way.

8. RESOLUTION 7 – RATIFICATION OF ISSUE OF PLACEMENT SHARES (ISSUED IN ACCORDANCE WITH ASX LISTING RULE 7.1A)

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 47,629,392 Shares at an issue price of \$0.27 per Share issued in accordance with ASX Listing Rule 7.1A on 15 December 2020, to institutional, professional and/or sophisticated investors and on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 7 by or on behalf of any person who participated in the issue of Shares the subject of Resolution 7 or any Associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides: or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
• (ii) the holder votes on the Resolution in accordance with the directors given by the beneficiary to the holder to vote in that way.

9. RESOLUTION 8 – RATIFICATION OF ISSUE OF SHARES IN LIEU OF CAPITAL RAISING FEES (ISSUED IN ACCORDANCE WITH ASX LISTING RULE 7.1)

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

"That, for the purpose of Listing Rule 7.4 and all other purposes, Shareholders ratify the issue of 925,926 Shares at a deemed issue price of \$0.27 per Share issued in accordance with ASX Listing Rule 7.1 on 16 December 2020, to Tribeca Investment Partners (Singapore) Pte Ltd (and its nominees) in lieu of capital raising fees, on the terms and conditions set out in the Explanatory Statement."

Voting Exclusion

The Company will disregard any votes cast in favour of Resolution 8 by or on behalf of Tribeca Investment Partners (Singapore) Pte Ltd and any other person who participated in the issue of Shares the subject of Resolution 8 or any Associate of those persons.

However, this does not apply to a vote cast in favour of the Resolution by:

• (a) a person as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with the directions given to the proxy or attorney to vote on the Resolution in that way; or
• (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the Resolution, in accordance with a direction given to the Chair to vote on the Resolution as the Chair decides: or
• (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met:
• (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an Associate of a person excluded from voting, on the Resolution; and
• (ii) the holder votes on the Resolution in accordance with the directors given by the beneficiary to the holder to vote in that way.

Dated: 24 September 2021 By order of the Board

Shannon Coates Company Secretary

I MPORTA NT IN F ORMA TION

Time and place of Meeting

Notice is given that the Meeting will be held at 31-33 Cliff Street, Fremantle WA 6160 on 25 October 2021 at 10:00am (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, Shareholders are able to attend the Meeting at the time, date and place set out above.

In light of on the status of the evolving COVID-19 situation and easing of Government restrictions on public gatherings in place at the time of the Notice and the number of Shareholders that normally attend Shareholder meetings for the Company the Directors have made a decision that Shareholders will be able to physically attend the Meeting in person and accordingly, have arranged an appropriate meeting venue. If the Government restrictions and corresponding decision of the Director's changes prior to the Meeting the Directors will update Shareholders via e-mail.

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:

• 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 8 9322 1587.

EXP LANATORY STATEMENT

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 2021 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.tesororesources.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 its shareholders to ask questions about or make comments on the remuneration report at the annual general meeting.

2.2 Voting consequences

A company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at 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 at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote 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 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 renumeration report considered at the annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting.

3. RESOLUTIONS 2 AND 3 – ELECTION OF DIRECTORS – MR LINTON PUTLAND AND MS KRISTIE YOUNG

3.1 General

Clause 14.4 of the Constitution allows the Directors to appoint at any time a person to be a Director either to fill a casual vacancy or as an addition to the existing Directors, but only where the total number of Directors does not at any time exceed the maximum number specified by the Constitution.

Pursuant to the Constitution and Listing Rule 14.4, any Director so appointed holds office only until the next annual general meeting and is then eligible for election by Shareholders but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Putland and Ms Young, having been appointed pursuant to clause 14.4 of the Constitution on 14 September 2021, will retire in accordance with the Constitution and Listing Rule 14.4 and being eligible, seeks election.

3.2 Qualifications and other material directorships

Linton Putland (Executive Director – Mining and Development)

Mr Putland holds degrees in Mining Engineering (Bachelor of Engineering, Western Australian School of Mines) and a Masters in Science (Mineral Economics, Western Australian School of Mines) with more than 30 years' experience in mining operations, joint ventures and corporate management in Australia, Africa and the Americas, over a wide range of commodities.

Mr Putland is principal of LJ Putland & Associates, a private mining consultancy company which was founded in 2002, providing advisory and consultancy services in mining project and company evaluation and due diligence appraisals with a focus on corporate growth. During this period, he has also been Managing Director of a privately-owned exploration company with joint venture interests in Africa.

Prior to this he held corporate and senior management roles in IAMGOLD, AurionGold, Delta Gold and Pancontinental Mining. He is a Member of AusIMM and a Graduate Member of AICD.

Mr Putland is currently Non-Executive Director of Breaker Resources Limited (ASX:BRB) and WA Kaolin Limited, previously he was Non-Executive Director of Pacific Energy Limited which was acquired by the Queensland Investment Corporation (QIC) for A\$422m for its global infrastructure fund. Mr Putland has confirmed that he considers he will have sufficient time to fulfil his responsibilities as an Executive Director of the Company and does not consider that any other commitment will interfere with his availability to perform his duties as a Director.

Kristie Young (Non-Executive Director)

Ms Young's varied background includes more than 20 years' experience across a range of sectors, including technical engineering, project evaluation, strategy, business development, growth, marketing, commercial, client management, governance and human resources.

Ms Young is currently Non-Executive Chair with ChemX Materials Ltd, Non-Executive Director (NED) of Lithium Australia NL (ASX:LIT) and sits on the boards of Wesley College WA and the Energy Club of WA. Ms Young was also recently involved in the sell side M&A transaction, as a NED, with Primero. Prior to this she held senior growth and business development executive roles with leading professional services firms PwC and EY.

Ms Young holds a Bachelor of Engineering (Mining) Hons from the University of Queensland and a Post Graduate Diploma of Education (Mathematics & IT) from the University of Western Australia. She is a graduate of the Australian Institute of Company Directors and holds a CertIV HR from the Australian HR Institute. Ms Young has confirmed that she considers she will have sufficient time to fulfil her responsibilities as a Non-Executive Director of the Company and does not consider that any other commitment will interfere with her availability to perform his duties as a Non-Executive Director of the Company.

The Company conducts appropriate checks on the background and experience of candidates before their appointment to the Board. The Company undertook such checks prior to the appointment of Mr Linton Putland and Ms Young.

3.3 Independence

Mr Putland is engaged in an executive capacity and is therefore not considered to be an independent director. Ms Young has no interests, position or relationship that might influence, or reasonably be perceived to influence, in a material respect her capacity to bring an independent judgement to bear on issues before the Board and to act in the best interest of the Company as a whole rather than in the interests of an individual security holder or other party.

3.4 Board Recommendations

The Board considers that Mr Putland's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board (other than Mr Putland) supports the election of Mr Putland and recommends Shareholders vote in favour of Resolution 2.

The Board considers that Ms Young's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board (other than Ms Young) supports the election of Ms Young and recommends Shareholders vote in favour of Resolution 3.

4. RESOLUTION 4 – RE-ELECTION OF DIRECTOR – MR GEOFFREY MCNAMARA

4.1 General

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

Clause 14.2 of the Constitution and Listing Rule 14.4 sets out the requirements for determining which Directors are to retire by rotation at an annual general meeting.

Mr Geoffrey McNamara, who has served as a Director since 29 January 2020, retires by rotation and seeks re-election.

4.2 Qualifications and other material directorships

Mr McNamara is a geologist with over 25 years of international resource sector experience as a geologist, project manager and fund manager. Previously he worked in Private Equity (AUM USD800 million) and as a Director of Societe General's Mining Finance Team in New York. Operational roles include Project Manager, Senior Mine Geologist and Mine Geologist for Ivanhoe Mines, Lion Ore International and Western Mining Corporation. Mr McNamara holds a Bachelors degree in Geology, a Graduate Diploma in Applied Finance and Investment from the Financial Services Institute of Australasia (FINSIA). He is a member of the Australian Institute of Company Directors (AICD) and the Australasian Institute of Mining and Metallurgy (AusIMM).

Mr McNamara is a partner of Medea Natural Resources, Non-Executive Chair of Cora Gold Limited (AIM:CORA) and Non-Executive Chairman of Culpeo Minerals Limited (ASX:CPO). Mr McNamara acknowledges that he will have sufficient time to fulfil his responsibilities as a Director of the Company.

4.3 Independence

If re-elected the Board does not consider Mr McNamara to be an independent Director due to his substantial shareholding in the Company.

4.4 Board Recommendation

The Board (other than Mr McNamara) has reviewed Mr McNamara's performance since his appointment to the Board and considers that Mr McNamara's skills and experience will continue to enhance the Board's ability to perform its role. Accordingly, the Board supports the re-election of Mr McNamara and recommends Shareholders vote in favour of Resolution 4.

5. RESOLUTION 5 – APPROVAL OF 7.1A MANDATE

5.1 General

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

Under Listing Rule 7.1A, an eligible entity may seek shareholder approval by way of a special resolution passed at its annual general meeting to increase this 15% limit by an extra 10% to 25% (7.1A Mandate).

An 'eligible entity' is one that, as at the date of the relevant annual general meeting:

• (a) is not included in the S&P/ASX 300 Index; and
• (b) has a maximum market capitalisation of \$300,000,000.

As at the date of this Notice, the Company is an eligible entity as it is not included in the S&P/ASX 300 Index and has a current market capitalisation of \$58,274,750.94 (based on the number of Shares on issue and the closing price of Shares on the ASX on 18 August 2021.

Resolution 5 seeks Shareholder approval by way of special resolution for the Company to have the additional 10% placement capacity provided for in Listing Rule 7.1A to issue Equity Securities without Shareholder approval.

If Resolution 5 is passed, the Company will be able to issue Equity Securities up to the combined 25% limit in Listing Rules 7.1 and 7.1A without any further Shareholder approval.

If Resolution 5 is not passed, the Company will not be able to access the additional 10% capacity to issue Equity Securities without Shareholder approval under Listing Rule 7.1A, and will remain subject to the 15% limit on issuing Equity Securities without Shareholder approval set out in Listing Rule 7.1.

5.2 Technical information required by ASX Listing Rule 7.1A

Pursuant to and in accordance with ASX Listing Rule 7.3A, the information below is provided in relation to this Resolution 4:

(a) Period for which the 7.1A Mandate is valid

The 7.1A Mandate will commence on the date of the Meeting and expire on the first to occur of the following:

• (i) the date that is 12 months after the date of this Meeting;
• (ii) the time and date of the Company's next annual general meeting; and
• (iii) the time and date of approval by Shareholders of any transaction under Listing Rule 11.1.2 (a significant change in the nature or scale of activities) or Listing Rule 11.2 (disposal of the main undertaking).

(b) Minimum Price

Any Equity Securities issued under the 7.1A Mandate must be in an existing quoted class of Equity Securities and be issued at a minimum price of 75% of the volume weighted average price of Equity Securities in that class, calculated over the 15 trading days on which trades in that class were recorded immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed by the entity and the recipient of the Equity Securities; or
• (ii) if the Equity Securities are not issued within 10 trading days of the date in Section 5.2(b)(i), the date on which the Equity Securities are issued.

(c) Use of funds raised under the 7.1A Mandate

The Company intends to use funds raised from issues of Equity Securities under the 7.1A Mandate for advancing the Company's existing operations including the acquisition of new opportunities and/or investments (including expenses associated with such an acquisition and/or investment), market analysis and investigation of investment opportunities, continued software and technology expenditure on the Company's current assets, the meeting of objectives under the Company's investment mandate and/or general working capital.

(d) Risk of Economic and Voting Dilution

Any issue of Equity Securities under the 7.1A Mandate will dilute the interests of Shareholders who do not receive any Shares under the issue.

If Resolution 5 is approved by Shareholders and the Company issues the maximum number of Equity Securities available under the 7.1A Mandate, the economic and voting dilution of existing Shares would be as shown in the table below.

The table below shows the dilution of existing Shareholders calculated in accordance with the formula outlined in Listing Rule 7.1A.2, on the basis of the closing market price of Shares and the number of Equity Securities on issue as at 18 August 2021.

The table also shows the voting dilution impact where the number of Shares on issue (Variable A in the formula) changes and the economic dilution where there are changes in the issue price of Shares issued under the 7.1A Mandate.

				Dilution
				Issue Price
	Number of Shares on	Shares	\$0.053	\$0.105	\$0.158
	Issue (Variable A in ASX Listing Rule 7.1A.2)	issued – 10% voting dilution	50% decrease	Issue Price	50% increase
				Funds Raised
Current	554,997,628	55,499,762	\$2,913,737	\$5,827,475	\$8,741,212
50% increase	832,496,442	83,249,644	\$4,370,606	\$8,741,212	\$13,111,818
100% increase	1,109,995,256	110,999,525	\$5,827,475	\$11,654,950	\$17,482,425

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

The table above uses the following assumptions:

• 1. There are currently 554,997,628 Shares on issue comprising:
• (a) 499,524,015 Ordinary Fully Paid Shares; and
• (b) 55,473,613 TSOAA Restricted Ordinary Fully Paid Shares.
• 1. The issue price set out above is the closing market price of the Shares on the ASX on 18 August 2021.
• 1. The Company issues the maximum possible number of Equity Securities under the 7.1A Mandate.
• 1. The Company has not issued any Equity Securities in the 12 months prior to the Meeting that were not issued under an exception in Listing Rule 7.2 or with approval under Listing Rule 7.1.
• 1. The issue of Equity Securities under the 7.1A Mandate consists only of Shares. It is assumed that no Performance Rights are exercised into Shares before the date of issue of the Equity Securities.
• 1. The calculations above do not show the dilution that any one particular Shareholder will be subject to. All Shareholders should consider the dilution caused to their own shareholding depending on their specific circumstances.
• 1. This table does not set out any dilution pursuant to approvals under Listing Rule 7.1 unless otherwise disclosed.
• 1. The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
• 1. The table does not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 7.1A mandate, based on that Shareholder's holding at the date of the Meeting.

Shareholders should note that there is a risk that:

• (i) the market price for the Company's Shares may be significantly lower on the issue date than on the date of the Meeting; and
• (ii) the Shares may be issued at a price that is at a discount to the market price for those Shares on the date of issue.

(e) Allocation policy under the 7.1A Mandate

The recipients of the Equity Securities to be issued under the 7.1A Mandate have not yet been determined. However, the recipients of Equity Securities could consist of current Shareholders or new investors (or both), none of whom will be related parties of the Company.

The Company will determine the recipients at the time of the issue under the 7.1A Mandate, having regard to the following factors:

• (i) the purpose of the issue;
• (ii) alternative methods for raising funds available to the Company at that time, including, but not limited to, an entitlement issue, share purchase plan, placement or other offer where existing Shareholders may participate;
• (iii) the effect of the issue of the Equity Securities on the control of the Company;
• (iv) the circumstances of the Company, including, but not limited to, the financial position and solvency of the Company;
• (v) prevailing market conditions; and
• (vi) advice from corporate, financial and broking advisers (if applicable).

(f) Previous approval under Listing Rule 7.1A

The Company previously obtained approval from its Shareholders pursuant to Listing Rule 7.1A at its annual general meeting held on 19 November 2020 (Previous Approval).

During the 12 month period preceding the date of the Meeting, being on and from 25 October 2020, the Company issued 47,629,392 Shares (Previous Issue) under its Previous Approval, which represents approximately 10% of the total number of equity securities on issue on 25 October 2020, which was 476,293,924.

Further details of the issues of Equity Securities by the Company pursuant to Listing Rule 7.1A.2 during the 12 month period preceding the date of the Meeting are set out below.

The following information is provided in accordance with Listing Rule 7.3A.6(b) in respect of the Previous Issue:

Date of Issue and	Date of Issue: 15 December 2020
Appendix 2A	Date of Appendix 2A: 14 December 2020
Recipients	Professional and sophisticated investors as part of a placement announced on 9 December 2020. The placement participants were identified through a bookbuild process, which involved PAC Partners Securities Pty Ltd (PAC Partners) seeking expressions of interest to participate in the placement from non-related parties of the Company.
Number and Class of Equity Securities Issued	47,629,392 Shares2
Issue Price and discount to Market Price1 (if any)	\$0.27 per Share (at a discount 9.3% to Market Price).
Total Cash	Amount raised: \$12,859,935.84
Consideration and Use of Funds	Amount spent: \$11,509,1774
	Use of funds: funding an accelerated 50,000m drilling program at the Company's El Zorro Gold Project, a detailed metallurgical testwork program, the commencement of a Scoping Study at the El Zorro Gold Project in early 2021 and for ongoing working capital.
	Amount remaining: \$1,350,759
	Proposed use of remaining funds3: Ongoing drilling of the El Zorro Project for resource expansion, continued Scoping Study and permitting activities and ongoing working capital.

Notes:

1. Market Price means the closing price of Shares on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

2. 1. Fully paid ordinary shares in the capital of the Company, ASX Code: TSO (terms are set out in the Constitution).
3. 1. This is a statement of current intentions as at the date of this Notice. 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 the funds are applied on this basis.
4. 1. As at 31 July 2021.

(g) Voting Exclusion

As at the date of this Notice, the Company is not proposing to make an issue of Equity Securities under ASX Listing Rule 7.1A. Accordingly, a voting exclusion statement is not included in this Notice.

5.3 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 5.

6. RESOLUTIONS 6 AND 7 – RATIFICATION OF ISSUE OF PLACEMENT SHARES

6.1 Background

As announced on 9 December 2020, the Company undertook a placement to existing shareholders and institutional, professional and/or sophisticated investors of 66,666,667 shares at an issue price of \$0.27 per Share to raise a total of \$18 million (before costs) (Placement Shares). The placement was completed on 16 December 2020.

Pursuant to the placement, the Company issued:

• (a) 19,037,275 Shares pursuant to the Company's 15% annual placement capacity under ASX Listing Rule 7.1 (being the subject of Resolution 5); and
• (b) 47,629,392 Shares pursuant to the Company's 7.1A mandate which was approved by Shareholders at the annual general meeting held on 19 November 2020 (being the subject of Resolution 6).

6.2 Listing Rules 7.1 and 7.1A

Resolutions 6 and 7 seek Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of the Placement Shares.

Broadly speaking, and subject to a number of exceptions, Listing Rule 7.1 limits the amount of equity securities that a listed company can issue without the approval of its shareholders over any 12 month period to 15% of the fully paid ordinary securities it had on issue at the start of that 12 month period.

As mentioned above, under Listing Rule 7.1A however, an eligible entity can seek approval from its members, by way of a special resolution passed at its annual general meeting, to increase this 15% limit by an extra 10% to 25%.

The Company's ability to utilise the additional 10% capacity provided for in Listing Rule 7.1A for issues of equity securities following this Meeting remains conditional on Resolution 5 being passed by the requisite majority at this Meeting.

The issue of the Placement Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively used up part of the 25% limit in Listing Rules 7.1 and 7.1A, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rules 7.1 and 7.1A for the 12 month period following the date of issue of the Placement Shares.

6.3 Listing Rule 7.4

Listing Rule 7.4 allows the shareholders of a listed company to approve an issue of equity securities after it has been made or agreed to be made. If they do, the issue is taken to have been approved under Listing Rule 7.1 and so does not reduce the company's capacity to issue further equity securities without shareholder approval under that rule.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

Resolutions 6 and 7 seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Placement Shares.

6.4 Technical information required by ASX Listing Rule 14.1A

If Resolutions 6 and 7 are passed, the Placement Shares will be excluded in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

If Resolutions 6and 7 are not passed, the Placement Shares will be included in calculating the Company's combined 25% limit in Listing Rules 7.1 and 7.1A, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Placement Shares.

6.5 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolutions 6 and 7:

• (a) the Placement Shares were issued to existing shareholders and new institutional, professional and/or sophisticated investors who are clients of PAC Partners, none of whom are related parties of the Company, a member of Key Management Personnel, a substantial holder in the Company, an adviser to the Company or an associate of any such person. The recipients of the Placement Shares were identified through a bookbuild process, which involved PAC Partners seeking expressions of interest to participate in the placement from non-related parties of the Company;
• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that none of the recipients were:
• (i) related parties of the Company, members of the Company's Key Management Personnel, substantial holders of the

Company, advisers of the Company or an associate of any of these parties; and

• (ii) issued more than 1% of the issued capital of the Company;
• (c) 66,666,667 Placement Shares were issued on the following basis:
• (i) 19,037,275 Shares issued pursuant to Listing Rule 7.1 (ratification of which is sought under Resolution5); and
• (ii) 47,629,392 Shares issued pursuant to Listing Rule 7.1A (ratification of which is sought under Resolution 6);
• (d) the Placement Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;
• (e) the Placement Shares were issued on 15 December 2020;
• (f) the issue price of the Placement Shares was \$0.27 per Share. The Company has not and will not receive any other consideration for the issue of the Placement Shares;
• (g) the funds raised from the issue of the Placement Shares have and will be used to fund an accelerated 50,000m drilling program at the El Zorro Gold Project, a detailed metallurgical testwork program and the commencement of a Scoping Study at the Company's El Zorro Gold Project in early CY2021, and for general working capital purposes, including the costs of the capital raising; and
• (h) the Placement Shares were issued under firm commitment letters entered into by the Company with each recipient of Placement Shares. The material terms of these agreements (being the terms of the placement) are summarised in 6.1 above; and
• (i) a voting exclusion statement has been included for the purpose of Resolutions 6 and 7.

6.6 Board Recommendation

The Board recommends Shareholders vote in favour of Resolutions 6 and 7.

7. RESOLUTION 8 – RATIFICATION OF ISSUE OF SHARES IN LIEU OF CAPITAL RAISING FEES (ISSUED IN ACCORDANCE WITH ASX LISTING RULE 7.1)

7.1 Background

As announced on 9 December 2020 and described in section 6.1 above, the Company undertook a placement to existing shareholders and institutional, professional and/or sophisticated investors at an issue price of \$0.27 per Share to raise a total of \$18 million (before costs).

Fund manager Tribeca Investment Partners (Tribeca) was issued 925,926 Shares in lieu of fees for capital raising services provided in connection with the placement (Tribeca Shares), pursuant to ASX Listing Rule 7.1.

Resolution 8 seeks Shareholder ratification pursuant to ASX Listing Rule 7.1 for the issue of the Tribeca Shares.

7.2 Listing Rule 7.1

Listing Rule 7.1 is summarised in section 6.2 above.

The issue of the Tribeca Shares does not fit within any of the exceptions set out in Listing Rule 7.2 and, as it has not yet been approved by Shareholders, it effectively used up part of the 15% limit in Listing Rule 7.1, reducing the Company's capacity to issue further equity securities without Shareholder approval under Listing Rule 7.1 for the 12 month period following the date of issue of the Tribeca Shares.

7.3 Listing Rule 7.4

Listing Rule 7.4 is summarised in Section 6.3 above.

The Company wishes to retain as much flexibility as possible to issue additional equity securities in the future without having to obtain Shareholder approval for such issues under Listing Rule 7.1. Accordingly, the Company is seeking Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tribeca Shares.

Resolution 8 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of the Tribeca shares.

7.4 Technical information required by ASX Listing Rule 14.1A

If Resolution 8 is passed, the Tribeca Shares will be excluded in calculating the Company's 15% limit in Listing Rule 7.1, effectively increasing the number of equity securities the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tribeca Shares.

If Resolution 8 is not passed, the Tribeca Shares will be included in calculating the Company's 15% limit in Listing Rule 7.1, effectively decreasing the number of equity securities that the Company can issue without Shareholder approval over the 12 month period following the date of issue of the Tribeca Shares.

7.5 Technical information required by ASX Listing Rule 7.5

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 8:

• (a) the Tribeca Shares were issued to Tribeca and its nominees.
• (b) in accordance with paragraph 7.4 of ASX Guidance Note 21, the Company confirms that Tribeca and its nominees:
• (i) are not related parties of the Company, members of the Company's Key Management Personnel, substantial holders of the Company, advisers of the Company or an associate of any of these parties; and
• (ii) have not been issued more than 1% of the issued capital of the Company;

• (c) 925,926 Tribeca Shares were issued and the Tribeca Shares issued were all fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company's existing Shares;

• (d) the Tribeca Shares were issued on 16 December 2020;

• (e) the Tribeca Shares were issued in lieu of fees of \$250,000, for capital raising services at a deemed issue price of the Tribeca Shares was \$0.27 per Share. The Company has not and will not receive any other consideration for the issue of the Tribeca Shares;
• (f) the Tribeca Shares were not issued under an agreement;
• (g) no funds were raised from the issue of the Tribeca Shares as they were issued in lieu of capital raising services; and
• (h) a voting exclusion statement has been included for the purpose of Resolution 8.

7.6 Board Recommendation

The Board recommends Shareholders vote in favour of Resolution 8.

GLOSSARY

\$ means Australian dollars.

7.1A Mandate has the meaning given in Section 5.1.

Annual General Meeting or Meeting means the meeting convened by the Notice, and any other Article means an article of the Constitution.

ASX means ASX Limited (ACN 008 624 691).

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 or a day that ASX declares is not a business day.

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 means Tesoro Resources Limited (ACN 106 854 175).

Constitution means the Company's constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice.

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

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.

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

PAC Partners means PAC Partners Securities Pty Ltd (ACN 623 653 912), a Corporate Authorised Representative (CAR 001261290) of PAC Asset Management Pty Ltd (ACN 134 783 583) (AFSL 335 374).

Proxy Form means the proxy form accompanying the Notice.

Remuneration Report means the remuneration report set out in the Director's report section of the Company's annual financial report for the year ended 30 June 2021.

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.

Spill Meeting has the meaning given in Section 2.2.

Spill Resolution has the meaning given in Section 2.2.

Tribeca means Tribeca Investment Partners (Singapore) Pte Ltd.

Variable A means "A" as set out in the formula in ASX Listing Rule 7.1A(2).

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

										the contract of the contract of the

	Resolutions	For	Against Abstain
	Adoption of Remuneration Report
2.	Election of Director - Mr Linton Putland
3.	Election of Director - Ms Kristie Young
4.	Re-Election of Director - Mr Geoffrey McNamara
5.	Approval Of 7.1A Mandate
6.	Ratification of Issue of Placement Shares (Issued in Accordance with ASX Listing Rule 7.1)
7.	Ratification of Issue of Placement Shares (Issued in Accordance with ASX Listing Rule 7.1A)
8.	Ratification of Issue of Shares in Lieu of Capital Raising Fees (Issued in Accordance with ASX Listing Rule 7.1)
	Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a

poll and your votes will not be counted in computing the required majority on a poll.		Please note: If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a
STEP 3 - Signatures and contact details
Individual or Securityholder 1	Securityholder 2	Securityholder 3
Sole Director and Sole Company Secretary Contact Name:	Director	Director / Company Secretary
Email Address:
		Date (DD/MM/YY)
Contact Daytime Telephone