TESORO GOLD LTD — Interim / Quarterly Report 2014

Feb 27, 2014

Appendix 4D Half yearly report

Rules 4.1, 4.3 Appendix 4D

Half yearly report

	Half yearly report
Introduced 1/1/2003.
Name of Entity	Continuation Investments Limited
ABN	91 106 854 175
Financial Period Ended	31 DECEMBER 2013
Previous Corresponding Reporting Period	31 DECEMBER 2012

Results for Announcement to the Market

			$	$	Percentage increase /(decrease) over previous corresponding period
Revenue from ordinary activities			31,969		(9%)
Loss from ordinary activities after tax attributable to members			(127,397)		(10%)
Loss for the period attributable to members			(127,397)		(10%)
Dividends (distributions)	Amount per security			Franked amount per security
Final Dividend	Nil			-
Interim Dividend	Nil			-
Previous corresponding period	Nil			-
Record date for determining entitlements to the dividends (if any)
Brief explanation of any of the figures reported above necessary to enable the figures to be understood: Refer to Attachment 1 for further details.

The half-yearly report it is to be read in conjunction with the most recent annual financial report.

• See chapter 19 for defined terms.

Appendix 4D Page 1

1/1/2003

Appendix 4D Half yearly report

Dividends

Dividends
Date the dividend is payable	N/A
Record date to determine entitlement to the dividend	N/A
Amount per security	N/A
Total dividend	N/A
Amount per security of foreign sourced dividend or distribution	N/A
Details of any dividend reinvestment plans in operation	N/A
The last date for receipt of an election notice for participation in any dividend reinvestment plans	N/A
NTA Backing
	Current Period	Previous corresponding period
Net tangible asset backing per ordinary security	8.0c	9.3c
Control Gained Over Entities Having Material Effect
Name ofentity (orgroup ofentities)		-
Date controlgained		-
Consolidated profit / (loss) from ordinary activities since the date in the current period on which control was acquired		-
Profit / (loss) from ordinary activities of the controlled entity (or group of entities) for the whole ofthe previous corresponding period		-
Loss of Control Gained Over Entities Having Material Effect
Name ofentity (orgroup ofentities)		-
Date control lost		-
Consolidated profit / (loss) from ordinary activities forthe current period to the date of loss ofcontrol		-
Profit / (loss) from ordinary activities of the controlled entity (or group of entities) while controlled for the whole of the previous corresponding period		-

Details of Associates and Joint Venture Entities

Name of Entity	Percentage Held	Percentage Held	Share of	Net Profit
	Current Period	Previous Period	Current Period	Previous Period
	-	-	-	-

• See chapter 19 for defined terms.

Appendix 4D Page 2

1/1/2003

Appendix 4D Half yearly report

Audit/Review Status

This report is based on accounts to which one of the following applies: (Tickone)	This report is based on accounts to which one of the following applies: (Tickone)	This report is based on accounts to which one of the following applies: (Tickone)	This report is based on accounts to which one of the following applies: (Tickone)	This report is based on accounts to which one of the following applies: (Tickone)
The accountshave beenaudited			The accountshave beensubject toreview	X
The accounts are in the process of being audited orsubject toreview			The accounts have not yet been audited or reviewed
If the accounts have not yet been audited or subject to review and are likely to be subject to dispute or qualification, a description of the likely dispute or qualification: Not applicable
If the accounts have been audited or subject to review and are subject to dispute or qualification, a description of the dispute or qualification: Not applicable
Attachments Forming Part of Appendix 4D
Attachment #	Details
1	Interim Financial Report
Signed By (Director/Company Secretary)
Print Name			JeremyKing (Director)
Date			28February2014

• See chapter 19 for defined terms.

Appendix 4D Page 3

1/1/2003

Continuation Investments Limited ABN 91 106 854 175

Financial Statements

For the Half-Year Ended 31 December 2013

Continuation Investments Limited

ABN 91 106 854 175

Contents

For the Half-Year Ended 31 December 2013

	Page
Financial Statements
Directors' Report	1
Auditor's Independence Declaration	2
Statement of Comprehensive Income	3
Statement of Financial Position	4
Statement of Changes in Equity	5
Statement of Cash Flows	6
Notes to the Financial Statements	7
Directors' Declaration	9
Independent Auditor's Review Report	10

Continuation Investments Limited

ABN 91 106 854 175

Directors' Report

For the Half-Year Ended 31 December 2013

Your Directors present their report on Continuation Investments Limited (“COT” or “the Company”) for the financial half-year ended 31 December 2013.

Directors

The names of Directors in office at any time during or since the end of the half-year are:

Jeremy King (Non-Executive Chairman) Andrew Worland (Non-Executive Director) David Church (Non-Executive Director)

No directors fees have been paid to the Directors during the half-year or since the end of the half-year.

Dividends

No dividends were paid or declared during the half-year ended 31 December 2013.

Review of Operations

Review of Operations
	31	December	31	December
		2013		2012
		$		$
Profit/(Loss) before income tax expense		(127,397)		(131,950)

During the half-year ended 31 December 2013, the Board continued to manage the Company in accordance with its listed investment company status whilst seeking to acquire a material, accretive investment or series of investments. This strategy has been enunciated by the Company at regular intervals since the current directors were appointed. The search for new investment opportunities was originally focussed upon natural resources, however, the continued shallow demand for pre-production assets amongst investors, particular in hard rock commodities, has given the directors cause to extend its review into a broader range of industries including property, technology and industrials. In conducting due diligence on various opportunities the Company incurred $21,231 in costs.

In August 2013, DMX Corporation Limited (DMX) announced an unsolicited and conditional proportional takeover offer to acquire 2 out of every 3 shares held by each COT shareholder. The offer price was 7.00 cents per COT share or 5.83 DMX shares per COT share. The Company announced on 17 September 2013 that shareholders controlling not less than 72.3% intended to reject the offer, meaning that DMX’s 30% minimum acceptance condition could not be met. As a result of this DMX withdrew its offer on 30 September 2013.

On 25 November 2013, DMX announced a second unsolicited and conditional takeover offer to acquire all the ordinary shares held by each COT shareholder for 7.2 cents per share. The offer was subject to a number of bid conditions including but not limited to DMX acquiring a minimum of 50.1% relevant interest in COT, no other person having 40% or more voting power in COT, no event occurring during the offer period that reduces the net assets of COT by more than $150,000 and no event occurring during the offer period that would have a material adverse effect on the assets, liabilities or prospects of COT. The Company released a Target Statement on 20 December 2013 including confirmation that shareholders controlling not less than 65.4% intended to reject the offer. The offer closed on 18 February 2014 with conditions not being satisfied, in particular the 50.1% minimum acceptance condition.

In defending the two unsolicited and opportunistic takeover bids during the half-year, the Company incurred legal and corporate costs of $48,048.

The directors of the Company did not draw any directors fees during the half-year ended 31 December 2013.

Auditor's independence declaration

The auditor's independence declaration for the half-year ended 31 December 2013 has been received and is included within this financial report.

This report is made in accordance with a resolution of the Directors of the Company.

1

Continuation Investments Limited

ABN 91 106 854 175

Directors' Report

For the Half-Year Ended 31 December 2013

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Jeremy King Non-Executive Chairman

Dated : 28 February 2014

1

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RSM Bird Cameron Partners

8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au

AUDITOR’S INDEPENDENCE DECLARATION

As lead auditor for the review of the financial report of Continuation Investments Limited for the half-year ended 31 December 2013, I declare that, to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the review; and

• (ii) any applicable code of professional conduct in relation to the review.

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RSM BIRD CAMERON PARTNERS

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Perth, WA Dated: 28 February 2014

TUTU PHONG Partner

Liability limited by a Major Offices in: RSM Bird Cameron Partners is a member of the RSM network. Each member scheme approved Perth, Sydney, Melbourne, of the RSM network is an independent accounting and advisory firm which under Professional Adelaide and Canberra practises in its own right. The RSM network is not itself a separate legal entity Standards Legislation ABN 36 965 185 036 in any jurisdiction.

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Continuation Investments Limited

ABN 91 106 854 175

Statement of Comprehensive Income

For the Half-Year Ended 31 December 2013

Note Revenue from trading portfolio Interest Total profit/(loss) from trading portfolio Expenses Audit fees Share based payment expense Share registry fees Directors' fees Insurance ASX fees Legal fees Other operating expenses Total Expenses Loss before income tax Income tax expense Loss after income tax Other comprehensive income for the period Total comprehensive income for the period Earnings per share Basic and diluted earnings per share (cents)	Half-year ended 31 December 2013 $ Half-year ended 31 December 2012 $ 31,969 33,865
	31,969 33,865
	(8,800) (8,869) - (46,918) (7,826) (12,217) - (27,496) - (5,781) (12,133) (15,544) (47,626) - (82,981) (48,990)
	(159,366) (165,815)
	(127,397) (131,950) - -
	(127,397) (131,950)
	- -
	(127,397) (131,950)
	(0.64) (0.73)

The accompanying notes form part of these financial statements.

3

Continuation Investments Limited

ABN 91 106 854 175

Statement of Financial Position

As At 31 December 2013

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL ASSETS CURRENT LIABILITIES Trade and other payables TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 2 Accumulated losses TOTAL EQUITY	31 December 2013 $ 30 June 2013 $ 1,816,359 1,957,308 12,738 30,869
	1,829,097 1,988,177
	235,885 267,568
	235,885 267,568
	1,593,212 1,720,609
	23,148,894 23,148,894 (21,555,682) (21,428,285)
	1,593,212 1,720,609

The accompanying notes form part of these financial statements.

4

Continuation Investments Limited

ABN 91 106 854 175

Statement of Changes in Equity

For the Half-Year Ended 31 December 2013

Balance at 1 July 2013 Profit or loss attributable to members Balance at 31 December 2013 Balance at 1 July 2012 Profit or loss attributable to members Options Issued Entitlement Issue Costs of Entitlement Issue Balance at 31 December 2012	Share Capital $ Accumulated Losses $ Total $
	23,148,894 (21,428,285) 1,720,609 - (127,397) (127,397)
	23,148,894 (21,555,682) 1,593,212
	22,426,347 (21,166,313) 1,260,034 - (131,950) (131,950) 46,917 - 46,917 701,130 - 701,130 (25,500) - (25,500)
	23,148,894 (21,298,263) 1,850,632

The accompanying notes form part of these financial statements.

5

Continuation Investments Limited

ABN 91 106 854 175

Statement of Cash Flows

For the Half-Year Ended 31 December 2013

CASH FROM OPERATING ACTIVITIES: Payments in the course of operations Interest received Directors fees paid Net cash used in operating activities CASH FLOWS FROM FINANCING ACTIVITIES: Capital return payment1 Proceeds from Entitlement Issue Costs of Entitlement Issue Net cash (used in)/provided by financing activities Net (decrease)/ increase in cash and cash equivalents held Cash and cash equivalents at beginning of period Cash and cash equivalents at end of financial period	Half-year ended 31 December 2013 $ Half-year ended 31 December 2012 $ (165,715) (94,990) 49,699 33,865 - (27,496)
	(116,016) (88,621)
	(24,933) (4,210) - 701,130 - (25,500)
	(24,933) 671,420
	(140,949) 582,799 1,957,308 1,530,411
	1,816,359 2,113,210

1 Represents amounts paid to shareholders in October 2011 for the Company's Share Buy-Back that have been presented by the recipient to the bank during the current half year

The accompanying notes form part of these financial statements.

6

Continuation Investments Limited

ABN 91 106 854 175

Notes to the Financial Statements

For the Half-Year Ended 31 December 2013

1 Statement of Significant Accounting Policies

Basis of preparation

The half-year financial report is a general purpose financial report prepared in accordance with the requirements of the Corporations Act 2001 and the Australian Accounting Standard AASB 134: Interim Financial Reporting. Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with International Financial Reporting Standards.

It is recommended that this half-year financial report be read in conjunction with the annual financial report for the year ended 30 June 2013 and any public announcements made by the company during the half-year in accordance with any continuous disclosure requirements arising under the Corporations Act 2001.

The accounting policies have been consistently applied by the Company and are consistent with those applied in the 30 June 2013 annual report, unless otherwise stated.

The half-year report does not include full disclosures of the type normally included in an annual financial report.

New and revised Accounting Standards and Interpretations

The Company has adopted all of the new and revised Accounting Standards and Interpretations issued by the Australian Accounting Standards Board that are mandatory for the current reporting period. The adoption of these new and revised Accounting Standards and Interpretations has not resulted in a significant or material change to the company’s accounting policies.

Any new, revised or amending Accounting Standards or Interpretations that are not yet mandatory have not been early adopted by the Company.

7

Continuation Investments Limited

ABN 91 106 854 175

Notes to the Financial Statements

For the Half-Year Ended 31 December 2013

2 Equity Securities Contributed Equity Ordinary shares Opening balance Option issue Entitlement Issue Costs of Entitlement Issue	31 December 2013 31 December 2013 30 June 2013 30 June 2013 No. $ No. $ 19,865,377 23,148,894 19,865,377 23,148,894
	No. $ No. $ 19,865,377 23,148,894 5,842,758 22,426,347 - - - 46,918 - - 14,022,619 701,130 - - - (25,500)
	19,865,377 23,148,894 19,865,377 23,148,894

3 Contingent Liabilities and Contingent Assets

The Directors are not aware of any material potential liabilities or material claims against the Company as at 31 December 2013.

4 Events Occurring After The Reporting Period

No matters or circumstances have arisen since the end of the financial half year which significantly affected or may significantly affect the operations of the Company, the results of those operations, or the state of affairs of the Company in future financial periods.

5 Dividends

No dividends were paid or declared during the half-year ended 31 December 2013.

6 Segment Reporting

For management purposes, the Company is organised into one operating segment, which involves the review of new investment opportunities and consideration of its investment strategies. All of the Company’s activities are interrelated, and discrete financial information is reported to the Board of Directors as a single segment. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment. The financial results from this segment are equivalent to the financial statements of the Company as a whole.

8

Continuation Investments Limited ABN 91 106 854 175

Directors' Declaration

The directors of the company declare that:

1. The interim financial statements and notes are in accordance with the Corporations Act 2001 , including:

2. (a) complying with Accounting Standard AASB 134: Interim Financial Reporting; and

3. (b) give a true and fair view of the Company's financial position as at 31 December 2013 and of its performance for the half-year ended on that date.

4. In the Directors' opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable.

This declaration is made in accordance with a resolution of the Board of Directors.

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Jeremy King Non-Executive Chairman

Dated: 28 February 2014

9

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RSM Bird Cameron Partners 8 St George’s Terrace Perth WA 6000 GPO Box R1253 Perth WA 6844 T +61 8 9261 9100 F +61 8 9261 9101 www.rsmi.com.au

INDEPENDENT AUDITOR’S REVIEW REPORT TO THE MEMBERS OF CONTINUATION INVESTMENTS LIMITED

We have reviewed the accompanying half-year financial report of Continuation Investments Limited which comprises the statement of financial position as at 31 December 2013, and the statement of comprehensive income, statement of changes in equity and statement of cash flows for the half-year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Directors’ Responsibility for the Half-Year Financial Report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view of the company’s financial position as at 31 December 2013 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Continuation Investments Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Liability limited by a Major Offices in: scheme approved Perth, Sydney, Melbourne, under Professional Adelaide and Canberra Standards Legislation ABN 36 965 185 036

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RSM Bird Cameron Partners is a member of the RSM network. Each member of the RSM network is an independent accounting and advisory firm which practises in its own right. The RSM network is not itself a separate legal entity in any jurisdiction.

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Independence

In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Continuation Investments Limited, would be in the same terms if given to the directors as at the time of this auditor's review report .

Conclusion

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Continuation Investments Limited is not in accordance with the Corporations Act 2001 , including:

• (a) giving a true and fair view of the company’s financial position as at 31 December 2013 and of its performance for the half-year ended on that date; and

• (b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .

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Perth, WA Dated: 28 February 2014

RSM BIRD CAMERON PARTNERS TUTU PHONG Partner