TESORO GOLD LTD — Capital/Financing Update 2016

Jul 28, 2016

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Plukka Limited

ABN

91 106 854 175

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or Performance Rights to be issued 2 Number of[+] securities issued or Total Performance Rights: 3,005,994 to be issued (if known) or maximum number which may Total Performance Rights comprise: be issued 1,503,000 Performance Rights vesting on certain time and service based milestones ( Time Based Rights ); and 1,502,994 Performance Rights vesting on certain performance based milestones ( Performance Based Rights ) 3 Principal terms of the Each Performance Right and Time Based Right will convert into fully +securities (e.g. if options, paid ordinary shares in the capital of the Company on a 1:1 basis for exercise price and expiry date; nil consideration subject to the satisfaction of the applicable if partly paid[+] securities, the conditions as set out in Annexure 2 of this Appendix 3B which also amount outstanding and due refers to other applicable terms being set out in section 13.4 of the dates for payment; if Company’s Prospectus dated 21 October 2015. +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally No. in all respects from the[+] issue date with an existing[+] class of The Performance Rights are in the same class as the unquoted quoted[+] securities? Performance Rights issued to Natalia Obolensky.

If the additional[+] securities do not rank equally, please state:

• the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

Upon satisfaction of the various conditions relating to each Performance Right, each Performance Right will convert into one fully paid ordinary share, and all shares issued on exercise of the Performance Rights will rank equally with existing fully paid ordinary shares on issue.

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration Nil 6 Purpose of the issue The Performance Rights have been issued to the Company’s Chief (If issued as consideration for Operating Officer as a long-term incentive in connection with her the acquisition of assets, clearly services to be provided to the Company and its subsidiaries. identify those assets)

6a Is the entity an[+] eligible entity Yes that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder 30 November 2015 resolution under rule 7.1A was passed 6c Number of[+] securities issued 3,005,994 Performance Rights without security holder approval under rule 7.1 6d Number of[+] securities issued Nil. with security holder approval under rule 7.1A

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil.
	Nil.
	N/A
	N/A
	7.1: 6,093,983 7.1A: 15,029,912
	29 July 2016
	Number	+Class
	94,893,458	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	48,365,671 7,040,000 9,500,000 1,500,000 35,445,886 540,000	Fully paid ordinary shares (escrowed to 4 December 2017) Fully paid ordinary shares (escrowed to 4 December 2017) Unlisted Options ($0.20; expiring 3 years from date of issue) Unlisted Options ($0.20; expiring 3 years from date of issue; subject to vesting conditions) Performance Rights (subject to various performance hurdles) Unlisted Options ($0.20; expiring on 28 January 2019)

• 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b)[All other ][+][securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

• 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37[A copy of any trust deed for the additional ][+][securities ]

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)
	Number	+Class

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 29/07/2016 Company Secretary

Print name: Charly Duffy

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B Page 9

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	27,365,377
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	129,774,997 issued 25 November 2015
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period	6,841,245 reduced via Share Consolidation on September 2015
“A”	150,299,129

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	22,544,869
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	540,000 issued 28 January 2016 12,904,892 Performance Rights issued 3 March 2016 3,005,994 Performance Rights issued 29 July 2016
“C”	16,450,886
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	22,544,869
Subtract“C” Note: number must be same as shown in Step 3	16,450,886
Total[“A” x 0.15] – “C”	6,093,983 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 150,299,129 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 15,029,912 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 0

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	15,029,912
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	15,029,912 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B Page 13

Appendix 3B – Annexure 2

DETAILS OF EQUITY COMPENSATION

Ms Chuang has been issued 1,502,994 Performance Rights ( Performance Based Rights ) which will convert into Shares on a 1:1 basis subject to the satisfaction of (amongst other things) the terms and conditions applicable to the existing Performance Rights on issue which were approved by Shareholders on 15 September 2015 and as set out in section 13.4 of the Company’s Prospectus dated 21 October 2015, including the following performance milestones:

• (a) 500,998 Performance Based Rights may be converted into Shares on the achievement of sales revenue by the Company during any 3 month reporting period that ends on or prior to 1 December 2017 that equals or exceeds $2,500,000 (as set out in a certificate provided by the Company’s auditors following the release of the audited annual accounts or auditor reviewed halfyearly accounts);

• (b) 500,998 Performance Based Rights may be converted into Shares upon the 20-day volume weighted average price of the Company’s Shares on the ASX equals or exceeds $0.50 at any time on or prior to 1 December 2017; and

• (c) 500,998 Performance Based Rights may be converted into Shares on the achievement of consolidated EBIT by the Company during any 3 month reporting period that ends on or prior to 1 December 2018 that equals or exceeds $1,250,000 (as set out in a certificate provided by the Company’s auditors following the release of the audited annual accounts or auditor reviewed half-yearly accounts).

Ms Chuang has also been issued a further 1,503,000 Performance Rights which will convert into Shares subject to the achievement of continuous service conditions over a three year period ( Time Based Rights ). Subject to the Overarching Conditions (defined below), the Time Based Rights will convert into shares in the capital of the Company on a 1:1 basis as follows:

• (a) 501,000 Time Based Rights will vest and may be converted into Shares on or after 1 June 2017; and

• (b) 125,250 Time Based Rights will convert into Shares on the expiry of each three (3) month anniversary of 1 June 2017 until all the Time Based Rights are converted into Shares;

• (c) in the event a Change of Control Event (defined below) occurs in respect of the Company:

• I. after 1 December 2016 but before 1 June 2017, only that number of Time Based Rights which would have vested on the next conversion date will vest and be eligible for conversion (in addition to any other Time Based Rights already vested). The Board, at its sole discretion, may allow additional Time based Rights to vest up to the total number of the remaining Time Based Rights; and

• See chapter 19 for defined terms.

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• II. after 1 June 2017, all Time Based Rights shall immediately vest and be convertible into Shares.

• (d) The maximum number of Performance Rights that can be converted into Shares and issued to Ms Chuang upon the occurrence of a Change Of Control Event must not exceed 10% of the issued Shares of the Company on the date of the Change of Control Event.

Change of Control Event means:

• (a) where the offeror under a takeover offer in respect of the Shares announcing that:

• I. it has achieved acceptances in respect of 50.1% or more of the Shares; and

• II. that the takeover bid has become unconditional; or

• (b) the announcement by the Company that:

• I. shareholders of the Company have, at a Court convened meeting of Shareholders, voted in favour, by the necessary majority, of a proposed scheme of arrangement under which all Shares are to be either:

  • A. cancelled; or

  • B. transferred to a third party; and

II. the Court, by order, approved the proposed scheme of arrangement, but shall not include a scheme of arrangement for the purposes of a corporate restructure (including change of domicile, consolidation, sub-division, reduction or return) of the issued capital of the Company.

Overaching Conditions means the following conditions to the conversion of any Performance Right issued to Ms Chuang into a Share:

• (a) Ms Chuang being employed by, and not being in breach of, any obligation owed to, the Company (or its subsidiary) as at each date on which the Performance Right is eligible to convert; and

• (b) Ms Chuang consenting to the conversion of that Performance Right; and

• (c) the terms set out in section 13.4 of the Company’s Prospectus dated 21 October 2015.

• See chapter 19 for defined terms.

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