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TESORO GOLD LTD Capital/Financing Update 2006

Jul 6, 2006

65957_rns_2006-07-06_ef6786d6-f577-4994-995c-3f253db5dd1a.pdf

Capital/Financing Update

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vantiyk Trae Magaz

AUSTRALIAN STOCK EXCHANGE LIMITED

NO. OF PAGES: 6

DRP Issue Price

van Eyk Three Pillars Limited wishes to announce to the market that the applicable price of shares to be issued pursuant to the Dividend Reinvestment Plan Rules for the dividend payable 10th July 2006 is \$1.1054 per share.

The amount subscribed pursuant to the Dividend Reinvestment Plan was \$438,768.44.

Update on Share Purchase Plan

The following documentation in relation to the company's SPP will be sent out to shareholders on 10th July 2006.

We note that the closing date for participation is $7th$ August 2006

P. Roberts Company Secretary

10th July 2006

Dear Shareholder.

Attached is the application form for your participation in the Share Purchase Plan (SPP) of van Eyk Three Pillars Limited (the "Company").

All shares to be issued under the SPP will be priced at \$1.1054 cents being the same issue price at which shareholders participating in the van Eyk Dividend Reinvestment Plan can subscribe for further shares in respect of the 2006 final dividend. Under the DRP formula the market price is determined as the weighted average price over the record date and the three trading days preceding the record date. The final date for participation in the SPP is Monday 7th August 2006.

For the 5 month period to 31 May 2006, the NTA per share increased by 5.13%.

The stock market has shown high levels of volatility in recent months, with significant declines from previously elevated valuation levels. The ASX 300 Accumulation index fell 4.7% in May 2006. Volatility is expected to continue in the short term, particularly in view of mounting inflation expectations and large swings in commodity prices. This is expected to give rise to some interesting buying opportunities over the coming months.

High quality stocks (those with strong balance sheets, high return on equity, and proven earnings) remain relatively attractive in the current environment and as such the portfolio has a significant bias to the "quality" end of the market, with a growth/value spilt of 72/28 at 31 May 2006 compared to the market split of 55/45. In line with our investment philosophy and process, the key ratios and aggregate portfolio valuation indicate favourable positioning relative to market.

The Directors believe that the attractive dividend vield and strength of our offering in this environment combine to make participation in the SPP an investment proposition that should be seriously considered by existing shareholders.

In particular the SPP offers existing shareholders the opportunity to increase their investment in the Company by an amount of up to \$5,000 with the benefits of the 2.5% share price discount and with no brokerage payable.

David lliffe Chairman

Further information:

Investment Process and Portfolio Construction

The Three Pillars portfolio results from a disciplined process that incorporates quality assessment, classification, valuation, and ranking.

Three sub portfolios of distinct style, namely the Blue Chip, Growth and Special Situations, comprise the overall portfolio, giving a diversified outcome. The sub portfolios are blended with consideration given to the appropriate weightings between large and small companies and industry sectors.

  • D Blue Chip Selected from the Top 100, using the rankings derived from a free cash flow valuation methodology. The aim is to construct a diversified 12 stock portfolio of quality companies at a reasonable price. The 'Blue Chip' is the most conservative of the three sub portfolios, and aims for low turnover.
  • $\Box$ Growth The 'Growth' selection is taken from the 'Dynamic Growth' and 'Stalwart' stock classifications, which are at the high end of quality scale. The aim is to select up to 12 high quality companies at bargain prices, whilst maintaining reasonable diversification across sectors.
  • □ Special Situations The 'Special Situations' portfolio is comprised of up to 12 'value' stocks, which have the potential for market re-rating, turnaround or takeover. The selection is taken from the lower end of the quality scale and as such has a contrarian flavour. This selection is the most volatile of the sub portfolios.

The allocation between the three sub-portfolios, or 'pillars' as at 31 May 2006 was;

Blue Chip 53.79%
  • Growth 19.85%
  • Special Situations 18.20%
  • 8.16% Cash

SHARE PURCHASE PLAN - APPLICATION FORM van Eyk Three Pillars Limited
ABN 91 106 854 175

23 June 2006 Record Date: Offer Closes: 7 August 2006 Purchase Price: \$1.1054 per share

«NameAddress 1» «NameAddress 2» «NameAddress 3» «NameAddress 4» «NameAddress 5» «NameAddress 6»

A | Offer Choice and Payment Details Indicate your choice below by marking one box only

Offer A Offer B Offer C
904 shares 2.713 shares 4.523 shares
A\$999.28 A\$2998.95 A\$4,999.72

Record cheque details below

Except Drawer (1999) Cheque
Number
ESSB
Number
Account No. $IO.$ Amount AS
****

PAYMENT INSTRUCTIONS:

  • Only cheques or bank drafts in Australian dollars and drawn on a bank or financial institution in Australia will be accepted. Your cheque or bank draft must be made payable to "van Eyk Three Pillars Limited - Share Application Account". Please ensure that you submit the correct amount. Incorrect payments may result in your application being rejected.
  • Payments must be made via cheque accompanying the Application Form.
  • Cash will not be accepted via the mail or at the van Eyk Three Pillars Limited Share Registry.
  • Payments cannot be made at any bank.

B Contact Details

Please provide a telephone number and contact name in case we need to contact you regarding your application.

, Home telephone number ⊩ Work telephone number Contact name
ici
Declarations and Acknowledgments
57508311113499999999999999999999999999999999

By lodging this form with your cheque you acknowledge and confirm that you have read, understood and agreed to the terms and conditions of the van Eyk Three Pillars Limited ("van Eyk") Share Purchase Plan (SPP), van Eyk may settle in any manner it deems appropriate, any dispute or anomalies which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any applicant or application of shares. The decision of van Eyk will be conclusive and binding on all persons to whom the determination relates. van Eyk reserves the right to waive compliance with any provision of the SPP terms and conditions. The Directors reserve the right to withdraw the offer of shares under the Plan, or reduce the amount of shares that may be subscribed for under the Plan in a pro-rata manner, at any time prior to allotment. Any excess application moneys will be refunded. No interest will be paid on any refunded application money.

NO SIGNATURE IS REQUIRED ON THIS FORM

THIS OFFER IS NON-RENOUNCEABLE

Application Forms and cheques must be received no later than 5.00 pm (Sydney time) on 7 August 2006 at:

MAILING ADDRESS Registries Limited Reply Paid R67 Roval Exchange NSW 1224

DELIVERY ADDRESS Registries Limited $I$ evel $2$ 28 Margaret Street SYDNEY NSW 2000

You should allow sufficient time for this to occur. The postal acceptance rule does not apply to the SPP.

«SR Reference»

vantiyk Trites Pilars SHARE PURCHASE PLAN OFFER AND ENTITLEMENT

van Eyk Three Pillars Ltd, ABN 91 106854 175 Registries Limited Level 2, 28 Margaret Street, Sydney 2000

TERMS AND CONDITIONS OF SHARE PURCHASE PLAN (SPP)

IMPORTANT NOTICE: If you apply to participate in the SPP by completing and returning the Acceptance Form, you are accepting the risk that the market price of Shares may change between the record date and the date on which you send in an Application Form or the allotment date. This means it is possible that, up to or after the allotment date, you may be able to buy Shares at a lower price than the Issue Price. Paragraph 10 below shows you how the Issue Price is calculated.

We encourage you to seek your own financial advice regarding your participation under the SPP.

Participation

  • Participation in the SPP is open to all registered holders named in the share register of van Eyk Three Pillars Limited ("van $\mathbf{1}$ . Eyk") on the relevant record date for determining dividend entitlements, with a registered address in Australia or New Zealand. The SPP is not available to redistered holders whose redistered addresses are outside Australia and New Zealand. In the reasonable opinion of the directors of van Eyk, the laws or regulations of countries other than Australia or New Zealand make it unlawful or impracticable for the SPP to apply to shareholders with registered addresses in those countries. In accordance with the New Zealand Securities Act (Overseas Companies) Exemption Notice 2002, van Eyk may make an offer under this Plan to New Zealand registered holders in the same way as it does to Australian registered holders. No further document is required to be given to New Zealand registered holders.
  • Participation in the SPP is entirely at the option of registered holders of van Eyk shares and is subject to these terms and $2.$ conditions.
  • $\mathfrak{B}$ Offers of shares under the SPP are not renounceable or transferable.
  • A registered holder of van Eyk shares means a person recorded in the van Eyk register of members as a member of van 4 Eyk. However:
  • If two or more persons are recorded in the register of members as jointly holding shares in van Eyk, they are taken $\sim$ to be a single registered holder and an acceptance of an offer of van Eyk shares under the SPP by any of them is taken to be an acceptance by all of them as well as a certification by all of them of the matters set out in Condition 6 below.
  • If a trustee or nominee is expressly noted on the register of members as holding shares in van Eyk on account of $\circ$ another person (beneficiary), then the beneficiary is taken to be the registered holder in regard to those shares. Accordingly, any acceptance of the offer to subscribe for shares under the SPP, certification of the matters set out in Condition 6 below and any issue of shares to the trustee or nominee, is taken to be an acceptance by, certification by, or an issue to, the beneficiary.
  • $5.$ A maximum of A\$5,000 may be subscribed under any offer made by van Eyk pursuant to the SPP, regardless of the number of shares held. This means:

Multiple Single Holders: Where a single holder receives more than one SPP Offer and Entitlement Form due to owning multiple single holdings, the maximum value of shares that single holder may apply for, when all multiple single holdings are considered in total, is limited to A\$5,000.

Trustees/Nominees: Where a person is expressly noted on the van Eyk share register as holding shares as a trustee
or nominee for another named person (Beneficiary), that person may apply for van Eyk shares
in respect of each such beneficiary subject to these shares and any other shares applied for by
or on behalf of that beneficiary not exceeding a total of A\$5,000 in value. However, if that
person's trustee or nominee holdings do not include a named beneficiary, or, alternatively, there
is no specification in the van Eyk share register that the person is holding shares as a trustee or
nominee, the rules for multiple single holdings apply.
Joint Holders: Where 2 or more persons are recorded on the van Eyk share register as jointly holding shares,
those persons are taken to be a single registered holder, and those persons will each be entitled
to join with their co-shareholders in an application in respect of that joint holding. If the joint
holders receive more than one SPP Offer and Entitlement Form due to owning multiple identical
holdings, the joint holders may only apply for a maximum of A\$5,000 worth of shares.

Oneration

  • Under the SPP, van Eyk may from time to time offer eligible registered holders the opportunity to purchase for cash fully 6. paid ordinary shares of van Eyk. Shareholder approval of these offers is not required in accordance with Exception 15 to Australian Stock Exchange Listing Rule 7.2.
  • No eligible registered holder may be issued with shares under the SPP with an application price totalling more than A\$5,000 $\overline{7}$ in any consecutive 12 month period, and by accepting an offer under the SPP, each eligible registered holder certifies that the aggregate of the application price for the shares the subject of the acceptance and any other ordinary shares applied for by the eligible registered holder under the SPP or any similar arrangement in the 12 months prior to the date of the acceptance, does not exceed A\$5,000.
    1. The date of an acceptance for shares pursuant to an offer of shares under the SPP is deemed to be the closing date of that offer.
  • o. van Eyk may from time to time determine a minimum subscription amount for participation, and/or the multiple of shares, to be offered under the SPP. The exact maximum amount which may be subscribed may be a little under the permitted maximum, to take into account the exact amount needed to buy a known number of shares and to eliminate fractions. Similarly, where a minimum subscription amount is applicable, the exact amount payable may be a little over the applicable minimum amount. Registered holders are required to send the exact amount of money payable for the number of shares applied for, calculated by reference to the price at which the shares are offered.

[Continues over page...]

Level 6, 14 Martin Place, Sydney NSW 2000 P (02) 8236 7700 F (02) 9221 1194 www.vancyk.com.au www.ihrespillara.vancyk.com.su

van Eyk Three Pillars Limited ABN: 94 196 884 175

  1. If the exact amount payable is not tendered, van Eyk reserves the right to return the Acceptance Form and money tendered, without interest. Small cash balances will not be used to round up to the next whole share and, due to the cost of administration, will not be refunded.

Pricing of shares offered under the SPP

Shares will be offered under the SPP at \$1.1054 being the same issue price at which shareholders participating in the van 11 Eyk dividend reinvestment plan can subscribe for further shares in respect of the 2006 final dividend

Applications

    1. van Eyk will make an offer by sending you an Offer and Entitlement Form and an Acceptance Form. At the time of makind the offer, van Eyk will advise registered holders of the allotment price, and the maximum and (if applicable) the minimum number of shares for which application may be made.
  • van Eyk may prescribe the form of acceptance. Notices and statements to participants may be given by van Eyk in any $137$ manner provided by its Constitution.
    1. If van Eyk receives applications for a total number of Shares that is greater than 30% of the number of fully paid ordinary shares on issue, it may in its absolute discretion reduce the allotments of Shares under the SPP (compared to the number of Shares each participating eligible registered holder applied for) and in the manner it sees fit (Scaleback).
    1. If van Eyk applies a Scaleback to your allotment, the amount of money that you tendered will be greater than the value of the Shares you will be allotted. In that event, the difference between the value of the Shares you were allotted and the amount of money you tendered will be refunded to you by cheque mailed on the despatch date.

Allotment of shares

  • Shares will be allotted under the SPP as soon as reasonably practicable. They will rank equally in all respects with existing $16.$ fully paid ordinary shares of van Eyk on the date of issue and therefore will carry the same voting rights, dividend rights and other entitlements.
    1. Shares allotted under the SPP will be registered on a register where the participant already holds shares in van Eyk.
    1. Shareholding statements will be issued in respect of shares allotted under the SPP.
  • $10 -$ Promptly after their allotment, and otherwise in accordance with the requirements of the Corporations Act, van Eyk will apply for shares allotted under the SPP to be admitted to quotation on the ASX.

Costs of Participation

  1. No brokerage or other transaction costs will be payable by shareholders in respect of the application for, and allotment of, van Eyk shares purchased through the SPP. If shares purchased under the SPP are subsequently sold, then normal brokerage and other transaction costs will apply.

Modification, suspension and termination

    1. The SPP may be modified, suspended or terminated by van Eyk at any time and van Eyk will advise the ASX of any such modification, suspension or termination. The omission to give notice of modification, suspension or termination of the SPP or the non-receipt of any such notice shall not invalidate the modification, suspension or termination.
  • 22 Without limiting van Eyk's powers of modification, suspension or termination, van Eyk may allot to any person fewer shares than that person applied for under the SPP, or may allot no shares to that person, if the allotment of the shares concerned would contravene any law or the Listing Rules of the ASX.

Dispute resolution

    1. van Eyk may settle in any manner it thinks fit any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP, whether generally or in relation to any SPP participant, or application, or shares, and the decision of van Eyk shall be conclusive and binding on all participants and other persons to whom the decision relates.
    1. In accordance with the provisions of the Corporations Act, Policy Statement 125 and Class Orders issued by the Australian Securities and Investments Commission, van Eyk is permitted to conduct the SPP and does so, without being required to issue a prospectus or any analogous disclosure document.

van Eyk reserves the right to waive strict compliance with any provision of these terms and conditions. The powers of van Eyk under these terms and conditions may be exercised by the Board of Directors of van Eyk or any delegate of that Board.