TESORO GOLD LTD - Capital/Financing Update 2012

CONTINUATION INVESTMENTS LIMITED

ACN 106 854 175

OFFER DOCUMENT

For a pro rata renounceable rights offer to Eligible Shareholders on the basis of 2.4 New Shares for every 1 Share held by Shareholders on the Record Date at an issue price of $0.05 per Share ( Offer ).

Underwriting Agreement

Directors Jeremy King and Andrew Worland ( Underwriters ) have agreed to underwrite the Offer up to a maximum amount of $30,000 each. The Underwriting Agreement contains terms and conditions which may affect the obligations of the Underwriters, details of which are summarised in Section 2.8 of this Offer Document.

IMPORTANT NOTICE

This document is not a prospectus . It does not contain all of the information that an investor would find in a prospectus or which may be required in order to make an informed investment decision regarding, or about the rights attaching to, the New Shares offered by this document.

This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser without delay.

This Offer opens on 26 June 2012 and closes at 5:00pm WST on 10 July 2012.

Valid acceptances must be received before that time.

Please read the instructions in this document and on the accompanying Entitlement and Acceptance Form regarding the acceptance of your Entitlement.

IMPORTANT NOTES

This Offer Document and enclosed personalised Entitlement and Acceptance Form have been prepared by Continuation Investments Limited (ACN 106 854 175) (Continuation or the Company ). This Offer Document is dated 13 June 2012.

No party other than Continuation has authorised or caused the issue of this Offer Document, or takes any responsibility for, or makes, any statements, omissions, representations or undertakings in this Offer Document.

No person is authorised to give any information or to make any representation in connection with the Offer which is not contained in this Offer Document. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Offer.

Eligibility

Applications for New Shares by Eligible Shareholders can only be made on an original Entitlement and Acceptance Form, as sent with this Offer Document. The Entitlement and Acceptance Form sets out an Eligible Shareholder's Entitlement to participate in the Offer.

Overseas shareholders

This Offer does not, and is not intended to, constitute an offer in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Offer Document. No action has been taken to register this Offer Document in any jurisdiction outside Australia and New Zealand, or to otherwise permit a public offering of shares in any jurisdiction outside Australia and New Zealand.

The distribution of this Offer Document (outside Australia and New Zealand) may be restricted by law. If you are an overseas Shareholder and wish to participate in the Offer, you should observe any such restrictions and seek your own advice on such restrictions. Any failure to comply with such restrictions may contravene applicable securities laws, and persons who receive this Offer Document should seek advice on and observe any such restriction. The Company disclaims all liability to such persons.

Shareholders resident in New Zealand should consult their professional advisors as to whether any government or other consents are required, or other formalities need to be observed, to enable them to take up their Entitlements under the Offer.

Privacy Act

If you complete an application for New Shares, you will be providing personal information to the Company (directly or by the Company’s share registry). The Company collects, holds and uses that information to assess your application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your securities in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

You can access, correct and update the personal information that we hold about you. Please contact the Company or the Share Registry if you wish to do so at the relevant contact numbers set out in this Offer Document.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules. You should note that if you do not provide the information required on the application for Shares, the Company may not be able to accept or process your application.

1.	DIRECTOR’S LETTER .......................................................................................................... 5
2.	DETAILS OF THE OFFER .................................................................................................... 6
3.	ACTION REQUIRED BY SHAREHOLDERS ....................................................................... 15
4.	RISK FACTORS ............................................................................................................... 17
5.	CAPITAL STRUCTURE AND FINANCIAL INFORMATION ................................................ 19
DEFINED	TERMS ............................................................................................................................ 22

1. DIRECTOR’S LETTER

13 June 2012

Dear Shareholder

On behalf of Continuation Investments Limited ( Continuation or the Company ), I am pleased to invite you to participate in a 2.4 for 1 pro rata renounceable entitlement offer at an issue price of $0.05 per New Share to raise approximately $701,000 (the Offer ).

On 13 June 2012, the Company announced its intention to undertake an equity raising of approximately $701,000 via the Offer.

As set out in the ASX Announcement on 8 March 2012, the Board has commenced a strategic review into the Company and its investment strategies, including the capital structure and cash reserves of the business. This Offer, in conjunction with the recently completed Share Split, will assist the Company in better positioning itself to review and attract investment opportunities as they arise, whilst providing liquidity to improve the prospects of shareholders to commercialise their investment. Whilst the pricing of the Offer represents a discount to the last traded share price, the Board is of the view that this is outweighed by the benefits that the additional capital will bring to the Company.

The strategic review may result in the Board considering investments and transactions which may be outside the scope of its current business as a Listed Investment Company, and which may require shareholder approval and recompliance with the ASX Listing Rules. The Company intends to apply the funds raised from the Offer as set out in Section 2.2 of this Offer Document.

Under the Offer, eligible shareholders are being given the opportunity to subscribe for 2.4 New Shares for every 1 Share held at 5.00pm (WST) on 22 June 2012 ( Record Date ) at the issue price of $0.05 per New Share.

The Entitlements are renounceable. Therefore, Shareholders can choose to take up the Entitlements offered, let them lapse, or trade them on the market. Shareholders who do not take up all or any part of their Entitlements will not receive any payment or value in respect of those Entitlements and their equity interest in the Company will be diluted.

This Offer Document contains important information about the Offer, including:

(a) details of the Offer, including key dates;
(b) actions required by Shareholders; and
(c) risk factors associated with the Offer.

A personalised Entitlement and Acceptance Form which details your Entitlement is to be completed in accordance with the instructions provided.

This Offer Document should be read carefully and in its entirety before deciding whether or not to participate in the Offer. In particular, you should consider the key risk factors included in Section 4 of this Offer Document.

Shareholders who have any queries about the Offer should contact the Company at any time from 8:30am to 5:00pm (Perth time) during the Offer period.

On behalf of the Board of Continuation, I invite you to consider this investment opportunity and thank you for your ongoing support of our company.

Yours faithfully,

==> picture [122 x 30] intentionally omitted <==

Jeremy King Director

2. DETAILS OF THE OFFER

2.1 The Offer

The Company is making a pro rata renounceable offer of New Shares at an issue price of $0.05 each on the basis of 2.4 New Shares for every 1 Share held on the Record Date ( the Offer ) .

At the date this Offer Document is despatched to Shareholders, the Company will have 5,842,758 Shares and nil Options on issue.

On the basis that no further Shares are issued prior to the Record Date, the Entitlement is for 14,022,619 New Shares.

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a New Share, such fraction will be rounded up to the nearest whole New Share.

2.2 Use of Funds

Completion of the Offer will result in an increase in cash in hand of up to approximately $701,000 (before the payment of costs associated with the Offer).

The Company intends to apply the funds raised from the Offer to:

Item of Expenditure	Amount ($)
Identify and assess potential investment opportunities for the Company and General Working Capital	676,000
Fund the costs associated with the Offer	25,000
TOTAL	701,000

2.3 Indicative Timetable

Event	Date
Release of Offer Document, Cleansing Notice and Appendix 3B lodged to ASX	13 June 2012
Notice sent to Security Holders	15 June 2012
Ex Date and Rights Trading Commences (date from which securities commence trading without the Entitlement to participate in the Rights Issue)	18 June 2012
Record Date5pm (WST) (date for determining Entitlements of eligible Shareholders to participate in the Rights Issue)	22 June 2012
Offer Document Dispatched to Shareholders (expected date ofdispatchofOffer Document,	26 June 2012

Entitlement and Acceptance Forms)
Offer Opening Date	26 June 2012
Rights Trading Ends	3 July 2012
Securities quoted on a deferred settlement basis	4 July 2012
*Offer Closing Date 5pm (WST)**	10 July 2012
ASX notified of under subscriptions**	13 July 2012
Dispatch holding statements**	18 July 2012
Trading of New Shares expected to commence**	19 July 2012

Subject to the Listing Rules, the Directors reserve the right to extend the Closing Date for the Offer at their discretion. Should this occur, the extension will have a consequential effect on the anticipated date of issue for the New Shares.

** These dates are indicative only.

2.4 Entitlements and acceptance

The Entitlement of Eligible Shareholders to participate in the Offer will be determined on the Record Date. Your Entitlement is shown on the Entitlement and Acceptance form accompanying this Offer Document.

Acceptances must not exceed your maximum Entitlement (as shown on the Entitlement and Acceptance Form), although you may accept for a lesser number of New Shares should you wish to take up only part of your Entitlement. If your acceptance exceeds your Entitlement, acceptance will be deemed to be for your maximum Entitlement and any surplus application monies will be returned to you.

2.5 Rights trading

2.6 Overseas Eligible Shareholders

New Shares to which any Eligible Shareholders who are not resident in Australia or New Zealand are entitled to but do not subscribe for will form part of the Shortfall and will be placed at the discretion of the Directors.

This Offer Document and accompanying Entitlement and Acceptance Form do not, nor are they intended to, constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

2.7 New Zealand Shareholders

New Zealand

The New Shares are not being offered or sold to the public within New Zealand other than to existing shareholders of the Company with registered addresses in New Zealand to whom the offer of New Shares is being made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

In accordance with the Securities Act (Overseas Companies) Exemption Notice 2002 (NZ), a person who, on the Record Date was registered as a holder of Shares with a New Zealand address but who, as at the time of this Offer no longer holds Shares is not eligible to participate in this Offer.

Notice to nominees and custodians

Nominees and custodians may not distribute any part of this Offer Document in other country outside Australia, except to beneficial shareholders in New Zealand and any other country where the Company may determine it is lawful and practical to make the Rights Issue. Any person in New Zealand with a holding through a nominee may not participate in the Rights Issue.

2.8 Underwriting Agreement

(a) The Company and the Underwriters entered into an Underwriting Agreement dated 13 June 2012 whereby the Underwriters agreed to underwrite the Offer up to a maximum of $30,000 each ( Underwriting Agreement ).
(b) The material terms of the Underwriting Agreement are:
(i) the Underwriters will underwrite the number of New Shares offered under the Offer equal to or up to a maximum amount of $30,000 each in addition to their pro rata entitlements under the issue;
(ii) the Company must notify the Underwriters of New Shares in respect of which valid Application have been received on or before the Shortfall Notification Date being 13 July 2012;
(iii) the Underwriters will underwrite the Offer by subscribing and paying (or procuring subscription and payment of) that portion of the Shortfall which has not been accepted under the Offer up to a maximum amount of $30,000 each;
(iv) The Underwriters will pay all fees and commissions due to any sub-underwriter of the Offer;
(c) the Underwriters may without cost or liability to themselves and without prejudice to any rights to payment of fees, costs and expenses or GST or for damages arising out of any breach by the Company of its representations, warranties or obligations under the Underwriting Agreement, by notice in writing to the Company, upon or at any time prior to completion terminate its obligations under the Underwriting Agreement if:
- (i) ( Market Conditions ): the Australian equity capital market conditions and/or ASX trading conditions are such that they are not, in the reasonable and bona fide judgement of the Underwriters, conducive to the successful completion of this Agreement or other events beyond the control of the Underwriters are so material and adverse as to make it

impracticable or inadvisable to proceed with the new equity issue on the terms and in the manner contemplated herein;

(ii) ( Indices fall ): the All Ordinaries Index (IRESS code XAO.ASX) as published by ASX is for 3 consecutive business days after the date of this Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement;
(iii) ( Announcement ): the Company does not lodge an announcement and cleansing statement to the ASX, together with an Appendix 3B by 5.00pm on the lodgement date;
(iv) ( No Official Quotation ): ASX has advised the Company that it will or may not grant Official Quotation on or prior to the shortfall notice deadline date; or
(v) ( Misleading Rights Issue Documentation ): it transpires that there is a statement in the rights issue documentation that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the rights issue documentation or if any statement in the rights issue documentation becomes or misleading or deceptive or likely to mislead or deceive or if the issue of the rights issue documentation is or becomes misleading or deceptive or likely to mislead or deceive in each case which, in the reasonable opinion of the Underwriters, has or is likely to have a material adverse effect;
(vi) ( Restriction on allotment ): the Company is prevented from allotting the New Shares within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi-governmental agency or authority;
(vii) ( ASIC or other prosecution ): ASIC gives notice of any deficiency in the rights issue documentation or related documents or ASIC gives notice of an intention to hold a hearing, examination or investigation, or it requires information to be disclosed in connection with the Offer or the Company;
(viii) ( Takeovers Panel ): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act;
(ix) ( Authorisation ): any authorisation which is material to anything referred to in the rights issue documentation is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriters;
(x) ( Indictable offence ): a director or senior manager of a relevant company is charged with an indictable offence;

(xi) ( Sub-underwriters ): any of the Company sub-underwriters that are introduced by the Company do not comply with their respective obligations under the sub-underwriting agreements or threaten to not comply with its respective obligations under the sub-underwriting agreements; or
(d) ( Termination Events ): any of the following events occurs and in the reasonable opinion of the Underwriters reached in good faith, it has or is likely to have, or two or more termination events together have or are likely to have a material adverse effect or could give rise to a liability of the Underwriters under the Corporations Act:
(i) ( Default ): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking;
(ii) ( Incorrect or untrue representation ): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect;
(iii) ( Contravention of constitution or Act ): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX;
(iv) ( Adverse change ): an event occurs which gives rise to a material adverse effect or any adverse change or any development including a prospective adverse change after the date of this Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of the Company;
(v) ( Public statements ): without the prior approval of the Underwriters a public statement is made by the Company in relation to the Offer;
(vi) ( Misleading information ): any information supplied at any time by the Company or any person on its behalf to the Underwriters in respect of any aspect of the Offer or the Issue or the affairs of the Company is or becomes misleading or deceptive or likely to mislead or deceive;
(vii) ( Official Quotation qualified ): the official quotation is qualified or conditional other than as set out in the definition of "Official Quotation";
(viii) ( Change in Act or policy ): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy;
(ix) ( Prescribed Occurrence ): a prescribed occurrence occurs;

(x) ( Event of Insolvency ): an event of insolvency occurs in respect of the relevant company;
(xi) ( Judgment against a Relevant Company ): a judgment in an amount exceeding $1 million is obtained against the Company and is not set aside or satisfied within 7 days;
(xii) ( Litigation ): litigation, arbitration, administrative or industrial proceedings are after the date of the Underwriting Agreement commenced or threatened against any relevant company, other than any claims foreshadowed in the rights issue documentation;
(xiii) ( Change in shareholdings ): there is a material change in the major or controlling shareholdings of the Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to the Company;
(xiv) ( Timetable) : there is a delay in any specified date in the Timetable which is greater than 3 Business Days and the Underwriters have not given its prior written consent agreeing to a delay exceeding 3 Business Days;
(xv) (Force Majeure) : a force majeure affecting the Company's business or any obligation under the Agreement lasting in excess of 7 days occurs;
(xvi) ( Certain resolutions passed ): the Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriters;
(xvii) ( Capital Structure ): any relevant company alters its capital structure in any manner not contemplated by the Offer;
(xviii) ( Investigation ): any person is appointed under any legislation in respect of companies to investigate the affairs of the Company;
(xix) ( Hostilities ): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world, provided that such circumstance is not existing at the date of the Underwriting Agreement;
(xx) ( Market Conditions ): a suspension or material limitation in trading generally on ASX occurs; or

(xxi) ( Suspension ): the Company is removed from the Official List or the Shares become suspended from official quotation and that suspension is not lifted within 24 hours following such suspension.

The Underwriting Agreement also contains a number of indemnities, representations and warranties from the Company to the Underwriters that are considered standard for an agreement of this type.

2.9 Directors Interests and Participation

Each Director’s interest in the securities of the Company at the date of this Offer Document and their Entitlement is set out in the table below.

Director	Shares	Entitlement
Jeremy King	251,115	602,676
Andrew Worland	236,838	568,411
Richard Ochojski	Nil	Nil

Each of Mr Jeremy King and Mr Andrew Worland have agreed to take up their Entitlements in full.

In addition, each of Mr King and Mr Worland have agreed to underwrite the offer up to a maximum amount of $30,000 each.

2.10 Effect of the Rights Issue on Voting Power in the Company

As set out above, Mr Jeremy King and Mr Andrew Worland have agreed to underwrite the Offer up to a maximum amount of $30,000 each.

The potential effect that the issue of Shares under the Offer will have on the control of the Company is as follows:

(a) if all Shareholders take up all of their Entitlements under the Offer, the percentage interest in the Shares of the Company held by Mr King and Mr Worland (and any other major Shareholders) would not change, and there would not be any effect on the voting power of Mr King and Mr Worland; and
(b) if some or all of the Shareholders do not take up their Entitlement under the Offer, and there is Shortfall, then Mr King and Mr Worland will be required to subscribe for the Shares which make up the Shortfall to the maximum extent of their Underwriting.

To comply with the requirement to fully disclose Mr King and Mr Worland’s potential voting power in the Company and the effect of each of them underwriting the Offer, the table below sets out various scenarios to indicate the effect on the Company’s shareholding depending on the Shortfall (if any).

Underwriters	Shares held at date of Offer	Entitlement	Total Pre Shortfall	Shortfall Take Up and Shares to be Issued	Shortfall Take Up and Shares to be Issued	Shortfall Take Up and Shares to be Issued
				$10,000	$20,000	$30,000
				200,000	400,000	600,000
Jeremy King	251,115	602,676	853,791	1,053,791	1,253,791	1,453,791
Voting Power	4.30%		4.30%	5.30%	6.31%	7.32%
Andrew Worland	236,838	568,411	805,249	1,005,249	1,205,249	1,405,249
Voting Power	4.05%		4.05%	5.06%	6.07%	7.07%

**Assumes Offer is fully subscribed i.e. Total Shares on issue is 19,865,377

The number of Shares held by Mr King and Mr Worland and their voting power in the table above show the potential effect of their underwriting the Offer up to a maximum of $30,000. However, it is unlikely that no Shareholders will take up their Entitlement under this Offer. The underwriting obligation of Mr King and Mr Worland, and therefore voting power, will reduce by a corresponding amount for the amount of Entitlements taken up by other Shareholders.

2.11 Market Price of Shares

The highest and lowest market sale prices of the Company’s Shares on ASX during the three months immediately preceding the date of release of this Offer Document and the respective dates of those sales were:

Highest: $0.74 on 16 March 2012 Lowest: $0.55 on 27 & 28 February 2012

On 16 March 2012 the Company announced a 3 for 1 Share Split ( Share Split ) of the Company’s issued capital. Shareholders approved the Share Split on 15 May 2012. Since completing the Share Split, the latest available closing sale price of the Company’s Shares on ASX prior to the printing of this Offer Document was $0.20 on 13 June 2012.

2.12 Opening and Closing Dates

The Offer opens on the Opening Date, being 26 June 2012, and closes on the Closing Date, being 10 July 2012. The Company will accept Entitlement and Acceptance Forms until the Closing Date or such other date as the Directors in their absolute discretion shall determine, subject to the Listing Rules.

2.13 Issue and despatch

The expected dates for issue of New Shares offered by this Offer Document and despatch of holding statements is expected to occur on the dates specified in

the Timetable set out in Section 2.3.

It is the responsibility of applicants to determine the allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

2.14 ASX listing

Application for official quotation by ASX of the New Shares offered pursuant to this Offer Document will be made.

The fact that ASX may grant official quotation to the New Shares is not to be taken in any way as an indication of the merits of the Company or the New Shares now offered for subscription.

2.15 CHESS

The Company is a participant in CHESS, for those investors who have, or wish to have, a sponsoring stockbroker. Investors who do not wish to participate through CHESS will be issuer sponsored by the Company. Because the sub-registers are electronic, ownership of securities can be transferred without having to rely upon paper documentation.

Electronic registers mean that the Company will not be issuing certificates to investors. Instead, investors will be provided with a statement (similar to a bank account statement) that sets out the number of New Shares allotted to them under this Offer Document. The notice will also advise holders of their Holder Identification Number or Security Holder Reference Number and explain, for future reference, the sale and purchase procedures under CHESS and issuer sponsorship.

Further monthly statements will be provided to holders if there have been any changes in their security holding in the Company during the preceding month.

2.16 Taxation implications

The Directors do not consider it appropriate to give Shareholders advice regarding the taxation consequences of subscribing for New Shares under this Offer Document. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders.

Shareholders should consult their professional tax adviser in connection with subscribing for New Shares under this Offer Document.

2.17 Risk factors

An investment in New Shares should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific risks associated with an investment in the Company which are described in Section 4 .

2.18 Enquiries concerning Offer Document

Enquiries relating to this Offer Document should be directed to the Company Secretary, Ms Sarah Smith, by telephone on +61 (08) 9322 7600.

3. ACTION REQUIRED BY SHAREHOLDERS

3.1 How to Accept the Offer

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Offer Document. Your acceptance must not exceed your Entitlement as shown on that form. If it does, your acceptance will be deemed to be for the maximum Entitlement.

You may participate in the Offer as follows:

(a) if you wish to accept your Entitlement in full:
(i) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided; and
(ii) attach your cheque for the amount indicated on the Entitlement and Acceptance Form; or
(b) if you only wish to accept part of your Entitlement:
(iii) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form; and
(iv) attach your cheque for the appropriate application monies (at 5 cents per Share); or
(c) if you do not wish to accept all or part of your Entitlement, you are not obliged to do anything.

All cheques must be drawn on an Australian bank or bank draft made payable in Australian currency to “Continuation Investments Limited – Share Placement Account” and crossed “Not Negotiable” .

Your completed Entitlement and Acceptance Form and cheque must reach the Company Share Registry no later than 5:00pm (WST) on the Closing Date.

The Offer is renounceable. Accordingly, a holder of Shares may sell or transfer all or part of their Entitlement.

3.2 Selling all of your Entitlement on ASX

If you wish to sell all of your Rights on ASX, please contact your stockbroker.

Rights trading on ASX commences 18 June 2012 and the sale of your Rights must be completed by 3 July 2012 when Rights trading ceases. If you wish to sell all of your Rights on ASX, do not return your Entitlement and Acceptance Form to the Share Registry.

3.3 Taking up part of your Entitlement and selling the balance on ASX

If you wish to take up part of your Entitlement and sell the balance on ASX, please complete the Entitlement and Acceptance Form for the number of New Shares you wish to take up. Please lodge the completed Entitlement and Acceptance Form together with a cheque for the Application Money (in respect of that part of your Entitlement you intend to take up) with the Share Registry. Please contact your stockbroker if you wish to sell the balance of the Rights on ASX.

3.4 Transfer all or part of your Rights other than on ASX

You may elect to transfer all or part of your Rights to another person other than on ASX provided that the purchaser is not an Excluded Shareholder or would not be an Excluded Shareholder if the purchaser was the registered holder of the Shares.

If you wish to transfer all or part of your Rights to another person other than on ASX, forward a completed standard renunciation form (available from your stockbroker or the Share Registry) together with your Entitlement and Acceptance Form completed by the transferor and transferee to the Share Registry so that it is received no later than 4:00pm (WST) 10 July 2012, and arrange for payment of the amount of the Application Money in accordance with Section 3.1.

3.5 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything.

3.6 Shortfall

If you do not wish to take up any part of your Entitlement you are not required to take any action. That part of your Entitlement not taken up will form part of the Shortfall. Shareholders who wish to apply for Shares above their Entitlement should indicate their interest in applying for the Shortfall by checking the relevant box on the Entitlement and Acceptance Form and indicating the amount of Shortfall Shares you wish to apply for.

The offer of the Shortfall ( Shortfall Offer ) is a separate offer pursuant to this Offer Document. The issue price of any Shares offered pursuant to the Shortfall Offer shall be $0.05 being the price at which the Entitlement has been offered to Shareholders pursuant to this Offer Document. The Shortfall shall be placed at the discretion of the Company. The Company reserves the right to allot to an applicant a lesser number of Shortfall Shares than the number for which the applicant applies, or to reject an application, or to not proceed with placing the Shortfall.

3.7 Queries concerning your Entitlement

If you have any queries concerning your Entitlement please contact Boardroom Pty Limited, Level 7, 207 Kent Street, Sydney NSW, 2000 on 1300 737 760 (within Australia) or +61 2 9290 9600 (outside Australia).

4. RISK FACTORS

4.1 General

The Shares offered under this Offer Document should be considered speculative because of the nature of the Company’s business.

There are numerous risk factors involved with the Company’s business. Some of these risks can be mitigated by the use of safeguards and appropriate systems and controls, but some are outside the control of the Company and cannot be mitigated. Accordingly, an investment in the Company carries no guarantee with respect to the payment of dividends, return of capital or price at which securities will trade.

The following is a summary of the more material matters to be considered. However, this summary is not exhaustive and potential investors should examine the contents of this Offer Document in its entirety and consult their professional advisors before deciding whether to apply for the New Shares.

Based on the information available, a non-exhaustive list of risk factors which may affect the Company’s financial position, prospects and the price of its listed securities include the following.

SPECIFIC RISKS

4.2 Requirement to recomply with Chapter 1 and 2 of the ASX Listing Rules

As outlined in Section 2.2, the Company is currently pursuing new investment opportunities.

In the event that the Company proposes to make a significant change to the nature and/or scale of the businesses activities it may need to recomply with Chapters 1 and 2 of the ASX Listing Rules. This may involve the issue of a full form prospectus and the raising of funds through the issue of shares at a price not less than $0.20 each.

4.3 Requirements of Australian Tax Law in relation to Listed Investment Companies

The Company currently complies with the conditions set out in the Australian tax law for it to be regarded as a Listed Investment Company. As such it is able to pass on to certain Shareholders, tax benefits arising from realised capital gains made on investments held for more than 12 months on which tax has been paid. Its ability to pass on such benefits, should they arise in future, depends on it continuing to satisfy the particular requirements of Australian Tax Law.

4.4 Success of the Investment Strategy of the Company

The Company is currently seeking new business opportunities to enhance shareholder value. The performance of the Company and the value of the Company’s quoted securities will be affected by the level of success of any potential future investments the Company pursues.

4.5 Financial Risk

The Company’s financial instruments comprise mainly of deposits with banks and accounts receivable and payable. The Company’s activities expose it to a variety of financial risks including market risk, credit risk and liquidity risk.

GENERAL RISKS

4.6 Economic Risks

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

4.7 Market Conditions

Share market conditions may affect the value of the Company’s quoted 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 and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

4.8 Reliance on Key Personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

4.9 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the securities offered under this Prospectus. Therefore, the securities to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those securities.

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for securities pursuant to this Offer Document.

5. CAPITAL STRUCTURE AND FINANCIAL INFORMATION

5.1 Capital structure on completion of the Offer

Number of Shares Number of Options

Balance at the date of this Offer Document To be issued under the Offer Balance after the Offer	5,842,758 Nil 14,022,619 Nil
	19,865,377 Nil

5.2 Consolidated balance sheet

The Balance Sheet as at 31 May 2012 (unaudited) and the Pro Forma Balance Sheet as at 31 May 2012 (unaudited) shown on the following page have been prepared on the basis of the accounting policies normally adopted by the Company and reflects the changes to its financial position. The Pro Forma Balance Sheet has been prepared on the assumption that all Shares pursuant to the Offer are issued.

The Balance Sheets have been prepared to provide Shareholders with information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Consolidated Balance Sheet as at 31 May 2012 (unaudited) and Pro Forma Balance Sheet as at 31 May

2012

2012
	31 May 2012 Unaudited $ Adjustments $ 31 May 2012 Pro-Forma $
Current assets Cash and cash equivalents Trade and other receivables Other current assets Total current assets Non-current assets Intangible assets Other financial assets Total non-current assets Total assets Current liabilities Trade creditors Accruals Other current liabilities Total current liabilities Non-current liabilities Unpresented cheques Other non-current liabilities Total non-current liabilities Total liabilities Net assets Equity Issued capital Share Issue Costs Reserves Accumulated losses Total equity	1,538,154 676,131 2,214,285 ‐ - ‐ 6,250 - 6,250
	1,544,404 676,131 2,220,535
	‐ - ‐ ‐ - ‐
	‐ - ‐
	1,544,404 676,131 2,220,535
	8,251 - 8,251 9,745 - 9,745 1,762 - 1,762
	19,758 - 19,758
	234,841 - 234,841 ‐ - ‐
	234,841 - 234,841
	254,599 - 254,599
	1,289,805 676,131 1,965,936
	25,489,890 701,131 26,191,021 (3,063,544) (25,000)1 (3,088,544) ‐ - ‐ (21,136,541) - (21,136,541)
	1,289,805 676,131 1,965,936

1 Assumed issue costs including consultants and advisors of aggregate $25,000

Notes to the pro forma Statement of Financial Position

5.3 Pro Forma Assumptions

The pro forma Statement of Financial Position has been prepared on the following assumptions:

(a) a pro rata renounceable rights offer on the basis of 2.4 New Shares for every 1 Share at an issue price of $0.05 per Share ( Offer );
(b) all Shares issued pursuant to the Offer are issued; and
(c) the total number of shares issued under the Offer is 14,022,619.

5.4 Dividend Policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

DEFINED TERMS

$ or A$ means an Australian dollar.

Applicant refers to a person who submits an Entitlement and Acceptance Form.

Application refers to the submission of an Entitlement and Acceptance Form.

ASX means ASX Limited (ACN 008 624 691) or, where the context permits, the Australian Securities Exchange operated by ASX Limited.

Closing Date means the closing date set out in Section 2.3 or such other date as may be determined by the Directors.

Company means Continuation Investments Limited (ACN 106 854 175).

WST means Australian Western Standard Time.

Directors means the directors of the Company.

Eligible Shareholder means a Shareholder whose details appear on the Company's register of Shareholders as at the Record Date whose registered address is in Australia, New Zealand.

Entitlement means the entitlement to subscribe for 2.4 New Shares for every 1 Share held by an Eligible Shareholder on the Record Date and Entitlements has a corresponding meaning.

Entitlement and Acceptance Form means the Entitlement and Acceptance Form accompanying this Offer Document.

Foreign Holder means a holder of a Share whose address, as shown in the records of the Share Registry, is a place outside of Australia, New Zealand.

Listing Rules means the Listing Rules of the ASX.

New Share means a new Share proposed to be issued pursuant to this Offer.

Offer or Rights Issue means the pro rata renounceable offer of New Shares at an issue price of $0.05 each on the basis of 2.4 New Shares for every 1 Share held on the Record Date pursuant to this Offer Document.

Offer Document means this Offer Document dated 13 June 2012.

Opening Date means the opening date set out in Section 2.3.

Option means an option to acquire a Share.

Record Date means the record date set out in Section 2.3.

Section means a section of this Offer Document.

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

Share Registry means Boardroom Pty Limited.

Shortfall means those New Shares under the Offer not applied for by the Closing Date .

Shortfall Offer means the offer for the Shortfall pursuant to this Offer Document.

Shortfall Shares means Shares offered under the Shortfall.

Shareholder means a holder of Shares.