TESORO GOLD LTD — Capital/Financing Update 2016

Jan 27, 2016

28[th] January 2016

ASX: PKA

ISSUE OF OPTIONS AND CHANGE OF REGISTERED ADDRESS

Issue of Unlisted Options

Plukka Limited (“Plukka” or “the Company”) wishes to advise that it has issued 540,000 Unlisted Options, each exercisable at 20 cents on or before the third anniversary of issue, to an unrelated consultant in lieu of USD$38,800 of fees for services rendered in relation to the Company’s readmission to the Official List of the ASX.

The issue of Unlisted Options was completed under the Company’s existing 15% placement capacity.

An Appendix 3B is enclosed in respect of this issue.

Change of Registered Address

The Company also wishes to advise that the address of its registered office has changed to:

7 Acacia Place Abbotsford Victoria 3067

The telephone and fax numbers for the Company’s registered office are now as follows:

Phone: 03 9427 7230 Fax: 03 8692 6587

For more information, please contact:

	Joanne Ooi	CharlyDuffy
	joanne@plukka.com	charly@secpluslegal.com
	ManagingDirector	CompanySecretary

About PLUKKA

Plukka is the premier discovery machine for the world’s most creative designer fine jewellery and the industry’s only international omni-channel retailer. Founded by Joanne Ooi and Jai Waney in 2011, the innovative made-to-order Plukka business model enables the Company to offer the most creative and innovative jewels in the world. Through our curated online shopping platform, trunk shows and brick and mortar boutiques, we represent the most exciting emerging and established designers from around the world, as well as products from our own brand. www.plukka.com

Appendix(3B( New(issue(announcement(

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 Unlisted!Options to be issued 2 Number of[+] securities issued or 540,000 to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (e.g. if options, Options! are! exercisable! at! $0.20! each! on! or! exercise price and expiry date; before!28!January!2019. if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

+!See!chapter!19!for!defined!terms.!

Appendix!3B!!Page!1!

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4 Do the[+] securities rank equally No.! ! The! Unlisted! Options! are! a! new! class! of! in all respects from the[+] issue security! and! may! only! be! exercised! in! date with an existing[+] class of accordance! with! their! terms! and! conditions.!! quoted[+] securities? The!Unlisted!Options!do!not!entitle!the!holder! to! participate! in! the! next! dividend! or! interest! If the additional[+] securities do payment.! Each! Unlisted! Option! will! convert! not rank equally, please state: into! one! fully! paid! ordinary! share,! and! all! • the date from which they do shares! issued! on! exercise! of! the! Unlisted! • the extent to which they Options! will! rank! equally! with! existing! fully! participate for the next paid!ordinary!shares!on!issue.!!! 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 5 Issue price or consideration Options! issued! in! lieu! of! fees! totalling! USD$38,800.! 6 Purpose of the issue Options! were! issued! as! part! consideration! for! (If issued as consideration for services!performed!by!an!unrelated!consultant!to! the acquisition of assets, clearly the!Company.! 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 540,000!Unlisted!Options without security holder approval under rule 7.1

+!See!chapter!19!for!defined!terms.!

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6d Number of+securities issued 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.
	Nil.
	N/A
	N/A
	7.1:19,025,062 7.1A:13,134,720
	28January2016
	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) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	48,365,671 7,040,000 9,500,000 1,500,000 19,535,000 540,000	Fully paid ordinary shares (escrowed to 4 December2017) Fully paid ordinary shares (escrowed to 4 December2017) Unlisted Options ($0.20;expiring3years fromdateofissue) Unlisted Options ($0.20;expiring3years from date of issue; subject to vesting conditions) Performance Rights (subject to performancehurdles) Unlisted Options ($0.20; expiring on 28 January2019)
	N/A

Part 2 - Pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or N/A non-renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which N/A the offer relates 15 +Record date to determine entitlements N/A

+!See!chapter!19!for!defined!terms.!

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16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 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
	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: 28/01/2016 (Director)

Print name: Charly Duffy

== == == == ==

+!See!chapter!19!for!defined!terms.!

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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

Rule 7.1 – Issues exceeding 15% of capital	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	19,865,377
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	4,875,000 issued 28 May 2015 2,625,000 issued 2 June 2015 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	2,979,807 issued 29 May 2015 540,000 issued 28 January 2016
“C”	3,519,807
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	3,519,807
Total[“A” x 0.15] – “C”	19,025,062 [Note: this is the remaining placement capacity under rule 7.1]

+!See!chapter!19!for!defined!terms.!

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Part 2

Appendix3B Newissueannouncement Part 2	Appendix3B Newissueannouncement 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” Note: number must be same as shown in Step 1 of Part 1	150,299,129
Step 2: Calculate 10% of “A”
“D”	0.10 Note: this value cannot be changed
Multiply“A” by 0.10	15,029,913
Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used
Insertnumber 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	1,895,193 issued 29 May 2015
“E”	1,895,193

+!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	15,029,913
Subtract“E” Note: number must be same as shown in Step 3	1,895,193
Total[“A” x 0.10] – “E”	13,134,720 Note: this is the remaining placement capacity under rule 7.1A

+!See!chapter!19!for!defined!terms.!

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