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TESORO GOLD LTD — Board/Management Information 2017
Oct 2, 2017
65957_rns_2017-10-02_c082e40d-33c7-44cb-baa5-38c98882c353.pdf
Board/Management Information
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3[rd] October 2017
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Changes to Board composition
The Board of Directors of Plukka Limited (“ Plukka ” or the Company ”) (ASX: PKA) is pleased to announce that today it has appointed Mr John Toll to its Board of Directors as an independent NonExecutive Director. John will act as interim Chair of the Company until a permanent Chair is appointed.
John brings valuable experience as a partner at Azure Capital Limited, a leading corporate advisory firm based in Perth, Western Australia. John has over 10 years of 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 transformational capital raisings for established businesses.
John will be paid a Director’s fee of $50,000 per annum (including super). To minimise the Company’s cash burn, subject to shareholder approval at the upcoming Annual General Meeting, John has agreed to be issued 10m fully paid ordinary shares (at a deemed issue price of $0.005 per share) ( Shares ) in lieu of his Director’s fees for the first 12 months of his appointment ( Initial Term ). The Shares will be subject to escrow restrictions from the date of issue until the earlier of: (1) 12 months later; and (2) completion of an acquisition by the Company of a new business or main undertaking. In the event that shareholder approval of the issue of the Shares is not obtained at the AGM, and John’s appointment as Director is approved, the Company has agreed to pay the Director’s fees for the Initial Term upfront ( Initial Fee ). The Company has also entered into a Deed of Insurance, Indemnity and Access with John on customary terms.
In the event that John resigns during the Initial Term, and at that time the Company has not completed an acquisition of a new business or main undertaking, John must repay to the Company that proportion of the Initial Fee as it bears to the proportion of the unexpired part of the Initial Term (if applicable) or that proportion of the Shares as it bears to the proportion of the unexpired part of the Initial Term shall be automatically forfeited (if applicable).
Plukka advises that Andrew Worland has resigned from the Board of Directors effective today. We thank him for this commitment to the Company and wish him all the best with his future endeavours.
An Appendix 3X and Appendix 3Y are enclosed.
For more information, please contact:
| Natalia Obolensky | Charly Duffy |
|---|---|
| [email protected] | [email protected] |
| Managing Director | Director / Company Secretary |
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
| Name of entity | Plukka Limited |
|---|---|
| ACN | 106 854 175 |
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | John Toll |
|---|---|
| Date of appointment | 3/10/2017 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
Nil
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of Number & class of Securities interest Note: Provide details of the circumstances giving rise to the relevant interest. Azure Capital Investments Pty Ltd 172,400 Options exercisable at $0.20 per Option as bare trustee for John Toll who is on or before 4 December 2018 trustee of The Toll Family Discretionary Trust
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3X Page 2
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Appendix 3Z Final Director’s Interest Notice
Rule 3.19A.3
Appendix 3Z
Final Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity PLUKKA LIMITED ACN 106 854 175
We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Andrew Worland |
|---|---|
| Date of last notice | 10 March 2017 |
| Date that director ceased to be director | 3 October 2017 |
Part 1 – Director’s relevant interests in securities of which the director is the registered holder In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
568,416 Ordinary Shares
875,000 Unlisted Options ($0.20; expiry 1 December 2018)
- See chapter 19 for defined terms.
11/3/2002
Appendix 3Z Page 1
Appendix 3Z Final Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest Badlands Super Pty Ltd ATF Thunder Road Super Fund |
Number & class of securities 885,222 Ordinary Shares |
|---|---|
Part 3 – Director’s interests in contracts
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3Z Page 2
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