TESORO GOLD LTD — Capital/Financing Update 2017

Dec 11, 2017

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12 December 2017

Termination of Treliss Manufacturing Agreement

Further to the announcement dated 11 October 2017, the Board of Directors of Plukka Limited ( Plukka or the Company ) (ASX: PKA) wish to advise investors that the Company and Treliss Worldwide Inc. ( Treliss ) have agreed to terminate the Manufacturing Agreement ( Agreement ) between the Company and Treliss in consideration for the cancellation of 10,013,531 of the shares in the capital of the Company held by Treliss ( Cancelled Shares ) and the return or purchase by the Company of certain consigned inventory previously manufactured by Treliss

As detailed in the announcement dated 11 October 2017, Treliss and the Company have been in dispute with respect to the fulfilment of various obligations under the Agreement. To avoid costly litigation in New York, USA, the Board consider it in the best interests of the Company to terminate the Agreement with effect from today and seek shareholder approval for the cancellation of the Cancelled Shares. The Agreement has been terminated without any admission of liability on the part of either party.

The key terms of the settlement include:

• termination of the Agreement is conditional upon Plukka returning all products on consignment which are in Plukka’s possession to Treliss’ premises in unused and undamaged condition (save for certain exceptions) by 8 December 2017[1] , or Plukka paying Treliss the wholesale value of such items;

• as soon as practicable, the Company is to convene shareholder meetings to seek the approval of the cancellation of the Cancelled Shares for nil consideration in accordance with section 256C of the Corporations Act ( Capital Reduction );

• the escrow restrictions which apply to the balance of Treliss’ shares will be released with effect from completion of the Capital Reduction;

• each party will release the other from their obligations and claims under the Agreement other than their respective indemnification obligations, which will survive for 18 months; and

• both Plukka and Treliss may freely use the intellectual property rights designed and developed by both Treliss and Plukka under the Agreement without royalty or other restriction.

The Board notes that Plukka is free to engage an alternate manufacturer at any time and has a number of options available in this regard, however, the Board reiterates that the change in manufacturer may result in a negative impact on the Company’s ability to generate sales in the short term due to inventory constraints.

As previously disclosed, the Board continues to evaluate various options for the Plukka business in the interests of Shareholders. Plukka will update investors in due course in accordance with its continuous disclosure obligations.

For more information, please contact:

Natalia Obolensky	Charly Duffy
natalia@plukka.com	charly@cdplus.com.au
Managing Director	Director / Company Secretary

1 Plus any period of delay caused by factors outside of Plukka’s reasonable control.