TESORO GOLD LTD — Capital/Financing Update 2019

Dec 9, 2019

PLUKKA LIMITED TO BE RENAMED ‘TESORO RESOURCES LIMITED’ ACN 106 854 175 SUPPLEMENTARY PROSPECTUS

1. IMPORTANT INFORMATION

This supplementary prospectus ( Supplementary Prospectus ) is dated 9 December 2019 and is supplementary to the prospectus dated 29 October 2019 ( Prospectus ) issued by Plukka Limited (to be renamed ‘Tesoro Resources Limited’) (ACN 106 854 175) ( Company ).

This Supplementary Prospectus was lodged with the ASIC on 9 December 2019. ASIC, the ASX and their respective officers take no responsibility for the contents of this Supplementary Prospectus.

This Supplementary Prospectus must be read together with the Prospectus. Other than as set out below, all details in relation to the Prospectus remain unchanged. Terms and abbreviations defined in the Prospectus have the same meaning in this Supplementary Prospectus. To the extent of a conflict between the Prospectus and the Supplementary Prospectus, this Supplementary Prospectus will prevail.

This Supplementary Prospectus will be issued with the Prospectus as an electronic prospectus, copies of which can be downloaded from the website of the Company at www.plukka.com.au.

This is an important document and should be read in its entirety. If you do not understand it, you should consult your professional advisers without delay.

2. REASONS FOR THE SUPPLEMENTARY PROSPECTUS

2.1 Purpose of this document

The Supplementary Prospectus has been prepared to provide investors with updated information in relation to the status of Tesoro’s mining tenure and to update the indicative timetable of the Offer.

2.2 No investor action required

As the content of this Supplementary Prospectus is not considered by the Company to be materially adverse to investors, no action needs to be taken by investors who have already subscribed under the Prospectus to the date of this Supplementary Prospectus.

3. TIMETABLE

The Company notes that the Closing Date for the Offer has been extended from 5:00pm (WST) on 29 November 2019 until 5:00pm (WST) on Friday, 13 December 2019 .

The updated indicative timetable has been revised as follows:

Event	*Date
Closing Date of the Offer	13 December 2019
Issue Consideration Shares	17 December 2019

This Supplementary Prospectus is intended to be read with the Prospectus dated 29 October 2019 issued by Plukka Limited (ACN 106 854 175).

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Event	*Date
Issue of Shares under the Offer	17 December 2019
Re-quotation of Securities (including Shares issued under the Offer) on the ASX	20 December 2019
Cleansing Offer Closing Date	20 December 2019

4. AMENDMENT TO THE PROSPECTUS

The following paragraphs, which form part of the Tenure and Access risk factor set out in Sections 5, Part D(a) and 10.2(c) of the Prospectus, are deleted in their entirety:

“ Applications

The mining concessions are at various stages of application and grant. More specifically, 16 of the mining concessions for the El Zorro Project and 36 of the mining concessions for Espina are still under application.

Whilst as at the date of this Prospectus the Company does not anticipate there to be any issues with the grant of these applications, there can be no assurance that the applications that are currently pending will be granted. Whilst the Company considers the risk to be low, there can also be no assurance that when the relevant concession is granted, it will be granted in its entirety. Some of the concession areas applied for may be excluded.”

For the avoidance of doubt, the sub-sections headed “Renewal” and “Access” under the ‘Tenure and Access’ risk factor at Sections 5, Part D (a) and 10.2(c) of the Prospectus are retained.

5. REASON FOR AMENDMENT

The paragraphs set out at Section 4 above have been deleted because all of the exploration and exploitation concessions which comprise the El Zorro and Espina Projects have been granted and none are at the application stage.

As noted in section 4 of the Tenement Report attached to the Prospectus as Annexure B, 13 of the Espina concessions, and 10 of the El Zorro concessions, are registered in the name of an attorney of the relevant joint venture company and are the subject of applications to the relevant Mining Registrar to transfer them into the name of the relevant joint venture company. The Tenement Report notes that this is a common occurrence in relation to mining concessions in Chile.

The Company confirms that Tesoro Chile has full rights to carry on the budgeted mineral exploration work referred to in the Prospectus on all concessions which comprise the Project, including the concessions held in the name of the attorneys referred to above pending registration of the transfers into the name of the relevant joint venture company.

6. CONSENTS

The Company confirms that as at the date of this Supplementary Prospectus, each of the parties that have been named as having consented to being named in the Prospectus have not withdrawn that consent.

This Supplementary Prospectus is intended to be read with the Prospectus dated 29 October 2019 issued by Plukka Limited (ACN 106 854 175).

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7. DIRECTORS’ AUTHORISATION

This Supplementary Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act, each Director has consented to the lodgement of this Supplementary Prospectus with the ASIC.

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John Toll Chairman For and on behalf of PLUKKA LIMITED (TO BE RENAMED TESORO RESOURCES LIMITED)

This Supplementary Prospectus is intended to be read with the Prospectus dated 29 October 2019 issued by Plukka Limited (ACN 106 854 175).

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