TESORO GOLD LTD — Capital/Financing Update 2004

Jan 22, 2004

VAN EYK THREE PILLARS LIMITED (ACN 106 854 175)

OPTION TERMS

$1.$ Register

The Company will maintain a register of holders of Options in accordance with Section 168(1)(b) of the Corporations Act.

$2.$ Non Transferable

An Option may be transferred or transmitted in any manner approved by ASX.

$3₁$ Exercise

An Option may be exercised by delivery to the Company of a duly completed Notice of Exercise of Options, signed by the registered holder of the Option, together with payment to the Company of \$1.00 per Option being exercised and the relevant Option certificate.

An Option may be exercised on any business day from the date of grant to 19 May 2005, (inclusive) but not after that date.

A Notice of Exercise of Options is only effective when the Company has received the full amount of the exercise price in cash or cleared funds.

4. Dividend Entitlement

Options do not carry any dividend entitlement until they are exercised. Shares issued on exercise of Options rank equally with other issued Shares 7 business days after their date of issue and are entitled to dividends declared on and from that date.

5. Participating rights

• The Optionholder may only participate in new issues of securities to holders of $(a)$ Shares if the Option has been exercised and Shares allotted in respect of the Option before the record date for determining entitlements to the issue.
• $(b)$ The Company must give at least 7 Business Days' notice to Optionholders of any new issue before the record date for determining entitlements to the issue in accordance with the Listing Rules.
• $(c)$ If between the date of issue and the date of exercise of an Option the Company makes 1 or more rights issues (being a pro rata issue of Shares in the capital of the Company that is not a bonus issue), the exercise price of Options on issue will be reduced in respect of each rights issue according to the following formula:

$$
NE = OE - \frac{E[P-(S+D)]}{(N+1)}
$$

where:

NE is the new exercise price of the Option;

OE is the old exercise price of the Option:

E is the number of underlying Shares into which 1 Option is exercisable;

P is the average closing sale price per Share (weighted by reference to volume) during the 5 trading days ending on the day before the ex rights date or ex entitlements date (excluding special crossings and overnight sales);

S is the subscription price for a Share under the rights issue:

D is the dividend due but not yet paid on each Share at the relevant time: and

N is the number of Shares that must be held to entitle holders to receive a new Share in the rights issue.

If there is a bonus issue to the holders of Shares, the number of Shares over which the Option is exercisable will be increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

6. Reconstructions and Alteration of Capital

Any adjustment to the number of outstanding Options and the Exercise Price under a reorganisation of the Company's share capital must be made in accordance with the Listing Rules.

$\overline{7}$ . ASX Listing

E,

The Company must make an application for the Options to be listed on the ASX in accordance with the Listing Rules.

The Company must make application for quotation of Shares issued on exercise of the Options on the ASX in accordance with the Listing Rules. Shares so issued will rank equally with other issued Shares of the Company.

8. Definitions

In these Rules, unless the context otherwise requires:

Board means the board of directors of the Company;

Business Day means those days other than a Saturday, Sunday or New South Wales public holiday and any day which the Australian Stock Exchange Limited has declared not to be a Business Day:

Company means van Eyk Three Pillars Limited;

Corporations Act means the Corporations Act 2001 (Cth);

Exercise Date means the date on which an Optionholder exercises some or all Options;

Exercise Notice means a notice from the Optionholder to the Company exercising a specified number of Options in substantially the form of the Schedule:

Exercise Period means a period during which an Option is exercisable;

Exercise Price means the price shown as the exercise price on the face of the Allotment Advice:

PBHP513

Expiry Date means the date shown as the expiry date on the face of the Allotment Advice;

Grant Date means the date the Options were allotted to Optionholders as shown on the face of the Allotment Advice:

Group means the Company and its Subsidiaries;

Listing Rules means the listing rules of the Australian Stock Exchange Limited;

Options means the options referred to in the Allotment Advice:

Optionholder means the person registered in the Company's option register as the holder of the Options;

Shares means fully paid ordinary shares in the capital of the Company;

Outstanding Options means the Options not yet exercised from time to time;

Shareholder means a shareholder of the Company; and

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

$\frac{1}{2}$

SCHEDULE

EXERCISE NOTICE

To exercise an Option, the Optionholder must complete the Exercise Notice set out below and forward it with payment of \$1.00 for each Option exercised, to the Company's Share Registry. Cheques should be made payable to van Eyk Three Pillars Limited and crossed "Not Negotiable". Shares will be issued and allotted on the basis of the Exercise Notice within the time permitted by the Listing Rules of the Australian Stock Exchange Limited.

EXERCISE NOTICE
To: van Eyk Three Pillars Limited (ACN 106 854 175) (Company)
I/We
Of .
SRN/HIN
.
being the registered holder/s of (number) Options each to acquire a Share in the Company at a price of \$1.00 per Share payable in full on the Exercise Date, HEREBY GIVE NOTICE OF THE EXERCISE of (number) Options and attach my/our cheque in the sum of \$
.
I/We authorise you to register me/us as the holders of the Shares to be allotted to me/us and agree to be bound by the Constitution of the Company.
DATED
Signed .
This notice may be signed as follows:
If the holding is held in the name of one person (individual holding), that person must sign.
If the holding is held by more than one person (jointly) each joint holder must sign.
If you are signing as an Attorney, then the Power of Attorney must have either been noted by the registry or be duly stamped and accompany this form.
If the holding is held by a company, please sign in the authorised manner, stating the office held by the signatory/signatories.
THIS NOTICE OF EXERCISE OF OPTIONS, WITH THE APPROPRIATE REMITTANCE, SHOULD BE LODGED AT THE COMPANY'S SHARE REGISTRY:
Registries Limited 28 Margaret Street Sydney NSW 2000