TESORO GOLD LTD — Proxy Solicitation & Information Statement 2009

Aug 26, 2009

TO: COMPANY ANNOUNCEMENTS OFFICE COMPANY: AUSTRALIAN SECURITIES EXCHANGE LIMITED FROM: VAN EYK THREE PILLARS LIMITED DATE: 27 August 2009

NO. OF PAGES: 10

A General Meeting will be held on Tuesday the 29[th] of September at the SMC Conference and Function Centre at 66 Goulburn Street, Sydney commencing at 10am.

A Notice of Meeting and Proxy Form have been sent to all Members. An Explanatory Memorandum and Members’ Statement will be sent to Members in the next few days.

It is important that Members read the Explanatory Memorandum and Members’ Statement before deciding how to vote. Proxy forms will not be accepted until after the Explanatory Memorandum and Members’ Statement have been sent and Members have had time to consider all the documents.

P. Roberts Company Secretary

van Eyk Three Pillars Limited ABN 91 106 854 175

Level 7, 20 Hunter St, Sydney NSW 2000 GPO Box 5482, Sydney NSW 2001 P (02) 8236 7701 F (02) 9221 1194

www.vaneyk.com.au www.threepillars.vaneyk.com.au

Notice of Meeting

van Eyk Three Pillars Limited (ACN 106 854 175)

Date: 29 September 2009 Time: 10am (Sydney AEST) Location: SMC Conference & Function Centre, 66 Goulburn Street Sydney 2000

All recipients should refer to the important message on the following page.

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THIS DOCUMENT IS IMPORTANT

This document is dated 25 August 2009 and is issued by van Eyk Three Pillars Limited (ACN 106 854 175)

( Company ).

If you do not understand this document or are in any doubt about the action to be taken by you, please consult your financial or other professional adviser. In addition, the Company has established the following phone numbers which shareholders may ring to have their questions answered:

Tel: (within Australia) 1800 135 772 (outside Australia) +61 2 8268 3648

The information contained in this Notice of Meeting has been prepared without taking into account any Member's objectives, financial situations or needs and does not contain investment advice. Each Member should, before acting on any information contained in this document, consider the appropriateness of the information, having regard to their objectives, financial situation and needs.

IMPORTANT NOTE

The Company received a requisition of General Meeting from a small number of members that seeks, among other things, to remove the existing VTP directors and replace them with four executives of Dixon Advisory & Superannuation Pty Limited.

The Company is required under the Corporations Act to call the meeting to which this notice relates within a certain time. The Company has not however been able to obtain certain information, within this time, which it believes is required to ensure Members are fully informed in relation to the subject matter of the meeting.

Consequently, the Company expects that within 7 days of the date of this document it will provide Members with important information relating to the meeting which will be contained in an explanatory memorandum

( Explanatory Memorandum ) and a members' statement ( Members' Statement ) prepared pursuant to section 249P of the Corporations Act.

Members should carefully read the Explanatory Memorandum and

Members' Statement before deciding how to vote on the resolutions set out in this notice. Proxies will not be accepted until after Members have been sent the Explanatory Memorandum and the Members' Statement.

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Notice of Meeting

Notice is given that, in response to a Members' request to call a general meeting of van Eyk Three Pillars Limited ( Company ) under s249D of the Corporations Act 2001 (Cth) ( Corporations Act ), a general meeting of the Company will be held:

Time : 10am (Sydney AEST) Date : 29 September 2009 Place : SMC Conference & Function Centre, 66 Goulburn Street Sydney 2000

Business : To consider, and if thought fit, to vote on the following resolutions:

Resolution 1 – approving an extension of on-market buy-back

To consider, and if thought fit, pass as an ordinary resolution:

"That, in accordance with section 257C of the Corporations Act and for all relevant purposes, the members:

• (i) authorise and approve the Company to undertake on-market buy-backs of its ordinary shares in the 12 month period commencing on the date of this resolution provided that the total number of ordinary shares bought-back during that period does not exceed 31,753,475 ordinary shares and that the buy-backs comply with all other relevant requirements of the Corporations Act and the ASX Listing Rules; and

• (ii) approve each agreement entered into on those terms in the 12 month period commencing on the date of this resolution to the extent that approval of such buy-back agreements is required under section 257C of the Corporations Act."

Resolution 2 – removal of directors

To consider, and if thought fit, pass as an ordinary resolution:

• "That, conditional on passage of any of Resolutions 3— 6, each of:

• (i) Mr Cameron Scott McCullagh;

• (ii) Mr David John lliffe;

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• (iii) Mr Mark Peter Julian Thomas; and

• (iv) Mr Andrew John Grant,

be removed from office as a director of the Company with effect from the close of the meeting."

Resolution 3 – appointing Alan Dixon as a director

To consider, and if thought fit, pass as an ordinary resolution:

"That Mr Alan Cochrane Dixon be appointed as a director of the Company, with effect from the close of the meeting."

Resolution 4 – appointing Alexander MacLachlan as a director

To consider, and if thought fit, pass as an ordinary resolution:

"That Mr Alexander Gen MacLachlan be appointed as a director of the Company, with effect from the close of the meeting."

Resolution 5 – appointing Christopher Brown as a director

To consider, and if thought fit, pass as an ordinary resolution:

"That Mr Christopher Matthew Brown be appointed as a director of the Company, with effect from the close of the meeting."

Resolution 6 – appointing Christopher Duffield as a director

To consider, and if thought fit, pass as an ordinary resolution:

"That Mr Christopher Robert Duffield be appointed as a director of the Company, with effect from the close of the meeting."

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Resolution 7 – amending the Company constitution

To consider, and if thought fit, pass as a special resolution:

"That the constitution of the Company be amended with immediate effect by inserting the following as new rules 6.2(b)(v) and 6.2(b)(vi) immediately following rule 6.2(b)(iv):

• (v) the person is a member who nominates themselves for election at that meeting; or

(vi) the person is nominated by a member for election at that meeting and the person consents to that nomination."

Important Notice

Members should carefully read the Explanatory Memorandum and Members' Statement before deciding how to vote on the resolutions set out in this notice. Proxies will not be accepted until after Members have been sent the Explanatory Memorandum and the Members' Statement.

Voting and proxies

Voting

The Company has determined that for the purposes of this meeting shares will be taken to be held by the persons who are the registered holders at 7.00pm Australian Eastern Standard Time on 27 September 2009. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

Proxies

• A Member who is entitled to attend and vote at the meeting may appoint not more than two proxies (neither of whom need be a Member) to attend and vote on behalf of that Member.

• A Member who is entitled to cast two or more votes at the meeting may appoint one or two proxies and may specify the proportion or number of votes each proxy is appointed to exercise. Where no proportion is specified, each proxy will be able to exercise half of the votes.

• To be effective the Company must receive a completed proxy form and, if the proxy form is signed by the Members' attorney or other representative, a copy of the power or authority under which the proxy form is signed, no later than 48 hours before the meeting.

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• Proxies may be lodged with the Company:

• by facsimile to fax number: +61 2 9221 1194

• by post to the Company's registered office: Level 7, 20 Hunter Street, Sydney NSW 2000

• at the Company's share registry: Registries Limited

  • by facsimile to fax number: (within Australia) 1300 653 459 (outside Australia) +61 2 9290 9655

• by post to: GPO Box 3993, Sydney NSW 2001

• Proxies given by corporate Members must be executed in accordance with section 127 of the Corporations Act or signed by a duly authorised officer or attorney. Documentation regarding authorisation or any power of attorney must be provided not less than 48 hours before the commencement of the meeting. If such evidence is not received at least 48 hours before the meeting, then the body corporate will not be permitted to act through a proxy.

• If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its representative to exercise its powers at the meeting, in accordance with section 250D of the Corporations Act; and

• provides satisfactory evidence of the appointment of its representative at least 48 hours before the meeting.

If such evidence is not received before or at the meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

• A proxy may decide whether to vote on any motion, except where the proxy is required by law or the Company's constitution to vote, or abstain from voting, in their capacity as proxy.

• If a Member appoints the chairman of the meeting as the member's proxy and does not specify how the chairman is to vote on an item of business, the chairman will vote for Resolution 1 and against all other Resolutions.

• Refer to the attached proxy form for further information about appointing proxies.

• Please ensure that your proxy is dated.

YOUR VOTE IS IMPORTANT

The way in which Members vote on the resolutions at the Meeting is important in terms of the future of the Company and outcomes for the Members themselves. Members should await receipt of the Explanatory Memorandum and Members' Statement before deciding how to vote. Proxy forms will not be accepted until after Members have been sent the Explanatory Statement and Members' Statement.

By order of the Board

Peter Roberts Company Secretary van Eyk Three Pillars Limited

Dated: 25 August 2009

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Corporate Directory

Enquiries

van Eyk Three Pillars Limited

Level 7, 20 Hunter Street Sydney NSW 2000

Tel: (within Australia) 1800 135 772 (outside Australia) +61 2 8268 3648

Fax: +612 9221 1194

website: www.threepillars.vaneyk.com.au

Registry

Registries Limited

Level 2, 28 Margaret Street

Sydney NSW 2000

Tel: (within Australia) 1300 737 760 (outside Australia) +61 2 9290 9600 Fax: (within Australia) 1300 653 459 (outside Australia) +61 2 9290 9655

website: www.registriesltd.com.au

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van Eyk Three Pillars Limited ACN 106 854 175

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FOR ALL ENQUIRIES CALL:

(within Australia) 1800 135 772 (outside Australia) +61 2 8268 3648 FACSIMLE (within Australia) 1300 653 459 (outside Australia) +61 2 9290 9655

FACSIMLE

ALL CORRESPONDENCE TO:

Registries Limited GPO Box 3993 Sydney NSW 2001 Australia

Your Address

YOUR VOTE IS IMPORTANT

FOR YOUR VOTE TO BE EFFECTIVE IT MUST BE RECEIVED 48 HOURS PRIOR TO THE COMMENCEMENT OF THE MEETING TO BE HELD AT 10am (SYDNEY, AEST) TUESDAY 29 SEPTEMBER 2009

This is your address as it appears on the company’s share register. If this is incorrect, please mark the box with an “X” and make the correction on the form. Security holders sponsored by a broker should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

TO VOTE BY COMPLETING THE PROXY FORM

STEP 1 Appointment of Proxy

Indicate here who you want to appoint as your Proxy

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If you wish to appoint someone other than the Chairman of the Meeting as your proxy please write the full name of that individual or body corporate. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered securityholder in the space.

STEP 3 Sign and Date the Form

Please ensure your form is signed and dated.

In the spaces provided you must sign this form as follows:

Individual: this form is to be signed by the securityholder.

Joint Holding : where the holding is in more than one name, all the securityholders must sign.

Proxy which is a Body Corporate

Where a body corporate is appointed as your proxy, the representative of that body corporate attending the meeting must have provided an “Appointment of Corporate Representative” prior to admission. An Appointment of Corporate Representative form can be obtained from the company’s securities registry.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s securities registry or you may copy this form.

To appoint a second proxy you must:

(a) complete two Proxy Forms. On each Proxy Form state the percentage of your voting rights or the number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

Power of Attorney: to sign under a Power of Attorney, you must have already lodged it with the registry. Alternatively, attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: this form must be signed by a Director jointly with either another Director or a Company Secretary. Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. Please indicate the office held by signing in the appropriate place.

STEP 4 Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below not later than 48 hours before the commencement of the meeting. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Proxies may be lodged using the reply paid envelope or:

BY MAIL Share Registry – Registries Limited, GPO Box 3993, Sydney NSW 2001 Australia

(b) return both forms together in the same envelope.

BY FAX + 61 2 9290 9655

STEP 2 Voting Directions to your Proxy

You can tell your Proxy how to vote

To direct your proxy how to vote, place a mark in one of the boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

IN PERSON Share Registry – Registries Limited, Level 7, 207 Kent Street, Sydney NSW 2000 Australia

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## **STEP 1 - Appointment of Proxy** I/We being a member/s of van Eyk Three Pillars Limited and entitled to attend and vote hereby appoint **==> picture [302 x 41] intentionally omitted <==** **----- Start of picture text -----**
the Chairman of
the Meeting (mark with an OR
‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy. or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy at the Extraordinary General Meeting of van Eyk Three Pillars Limited to be held at SMC Conference & Function Centre, 66 Goulburn Street Sydney 2000 on Tuesday the 29[th] of September 2009 at 10.00am (Sydney, AEST) and at any adjournment of that meeting, to act on my/our behalf and to vote in accordance with the following directions or if no directions have been given, as the proxy sees fit. If two proxies are being appointed, complete the following sentence: This proxy is authorised to exercise ______________ votes or ______________ % of my/our total voting rights. ## **STEP 2 - Voting directions to your Proxy – please mark** � **to indicate your directions** |**STEP 2 - Voting**|**directions to your Proxy – please mark**�**to indicate your dir**| |---|---| |**Ordinary Business**|| |Resolution 1|Approving an extension of on-market buy-back| |Resolution 2|Removal of Directors: Mr Cameron Scott McCullagh, Mr David John Iliffe, Mr Mark Peter Julian
Thomas and Mr Andrew John Grant| |Resolution 3|Appointing Mr Alan Dixon as a director| |Resolution 4|Appointing Mr Alexander MacLachlan as a director| |Resolution 5|Appointing Mr Christopher Brown as a Director| |Resolution 6|Appointing Mr Christopher Duffiield as a director| |Resolution 7|Amending the constitution of van Eyk Three Pillars Limited| **For Against Abstain*** **==> picture [93 x 182] intentionally omitted <==** In addition to the intentions advised above. The Chairman of the Meeting intends to vote undirected proxies in favour of Resolution 1 and against all other resolutions. *If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. **STEP 3 - PLEASE SIGN HERE This section** _**must**_ **be signed in accordance with the instructions overleaf to enable your directions to be implemented.** **==> picture [491 x 90] intentionally omitted <==** **----- Start of picture text -----**
Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact Name ……………………………….…….. Contact Daytime Telephone ………………………………….. Date /
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