TESORO GOLD LTD — Proxy Solicitation & Information Statement 2012

Apr 15, 2012

CONTINUATION INVESTMENTS LIMITED

ABN 91 106 854 175

NOTICE OF GENERAL MEETING

TIME : 9.00am (WST) DATE : 15 May 2012 PLACE : 945 Wellington Street, West Perth, Western Australia, 6005

This Notice of General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 8 9322 7600.

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CONTENTS

Notice of General Meeting (setting out the proposed Resolutions)	4
Explanatory Statement (explaining the proposed Resolutions)	7
Glossary	13
Proxy Form	Attached

TIME AND PLACE OF MEETING AND HOW TO VOTE

Venue

The General Meeting of the Shareholders to which this Notice of General Meeting relates will be held at 9am (WST) 15 May 2012 at 945 Wellington Street, West Perth, Western Australia 6005.

Your Vote Is Important

The business of the Meeting affects your shareholding and your vote is important.

Voting Eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the General Meeting are those who are registered Shareholders at 5.00pm (WST) on 11 May 2012.

Voting In Person

To vote in person, attend the Meeting on the date and at the place set out above.

Voting By Proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

In accordance with section 249L of the Corporations Act, members are advised that:

• each member has a right to appoint a proxy;

• the proxy need not be a member of the Company; and

• a member who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one‐half of the votes.

New sections 250BB and 250BC of the Corporations Act came into effect on 1 August 2011 and apply to voting by proxy on or after that date. Shareholders and their proxies should be aware of these changes to the Corporations Act, as they will apply to this General Meeting. Broadly, the changes mean that:

• if proxy holders vote, they must cast all directed proxies as directed; and

• any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

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Further details on these changes is set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

• the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed); and

• if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands; and

• if the proxy is the chair of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and

• if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).

Transfer of non‐chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

• an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and

• the appointed proxy is not the chair of the meeting; and

• at the meeting, a poll is duly demanded on the resolution; and

• either of the following applies:

• the proxy is not recorded as attending the meeting;

• the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

RESOLUTION 1 – APPROVAL FOR SHARE SPLIT

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution :

• “That, for the purposes of section 254H of the Corporations Act ,the Company’s Constitution and for all other purposes, the issued share capital of the Company be subdivided on the basis that every one (1) Share be subdivided into three (3) Shares on the terms and conditions set out in the Explanatory Statement.”

RESOLUTION 2 – PRE‐APPROVAL OF SHARE PLACEMENT

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Directors to allot and issue up to that number of Shares, when multiplied by the issue price, will raise up to $2,000,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

RESOLUTION 3 – APPROVAL OF DIRECTOR PARTICIPATION IN SHARE PLACEMENT – MR JEREMY KING

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

• “That, conditional upon Resolution 2 being approved, for the purposes of Listing Rule 10.11 and Section 208 of the Corporations Act, and for all other purposes, approval is given for Mr Jeremy King (or his nominees) to participate in the Share Placement and upon subscription, for the Company to issue and allot Shares with a value of up to $100,000, on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Jeremy King (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

• (a) the proxy is either:

• (i) a member of the Key Management Personnel; or

• (ii) a Closely Related Party of such a member; and

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(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

RESOLUTION 4 – APPROVAL OF DIRECTOR PARTICIPATION IN SHARE PLACEMENT – MR ANDREW WORLAND

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, conditional upon Resolution 2 being approved, for the purposes of Listing Rule 10.11 and Section 208 of the Corporations Act, and for all other purposes, approval is given for Mr Andrew Worland (or his nominees) to participate in the Share Placement and upon subscription, for the Company to issue and allot Shares with a value of up to $100,000, on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Andrew Worland (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

RESOLUTION 5 – APPROVAL OF DIRECTOR PARTICIPATION IN SHARE PLACEMENT – MR RICHARD OCHOJSKI

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, conditional upon Resolution 2 being approved, for the purposes of Listing Rule 10.11 and Section 208 of the Corporations Act, and for all other purposes, approval is given for Mr Richard Ochojski (or his nominees) to participate in the Share Placement and upon subscription, for the Company to issue and allot Shares with a value of up to $100,000, on the terms and conditions set out in the Explanatory Statement.”

ASX Voting Exclusion : The Company will disregard any votes cast on this Resolution by Richard Ochojski (or his nominee) or any of his associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form, or, it is cast by the person

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chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

Voting Prohibition Statement:

A person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either:

(i) a member of the Key Management Personnel; or

(ii) a Closely Related Party of such a member; and

(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(c) the proxy is the Chair of the Meeting; and

(d) the appointment expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

6. RESOLUTION 6 – SECTION 195 APPROVAL

To consider and, if thought fit, to pass, with or without amendment, the following Resolution as an ordinary resolution :

“That, subject to and conditional on the passing of Resolutions 3 to 5 inclusive, for the purposes of Section 195(4) of the Corporations Act and for all other purposes, Shareholders approve and authorise the Company to complete the transactions as contemplated in this Notice of Meeting.”

Short Explanation: Approval of Resolutions 3 to 5 may result in the Directors having a “material personal interest” in the matters referred to in this Notice. In the absence of this Resolution 6, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated by this Notice.

DATED: 16 APRIL 2012

BY ORDER OF THE BOARD

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JEREMY KING DIRECTOR

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EXPLANATORY STATEMENT

This Explanatory Statement has been prepared provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions which are the subject of the business of the Meeting.

1. RESOLUTION 1 – APPROVAL FOR SHARE SPLIT

Overview

Section 254H of the Corporations Act and the Constitution provide that the Company may, by ordinary resolution passed at a general meeting, convert all or any of its Shares into a larger number of Shares ( Share Split ).

Resolution 1 seeks Shareholder approval for the subdivision of the Company’s issued share capital on the basis that every one (1) Share be subdivided into three (3) Shares.

Effect of Share Split

The Company currently has 1,947,586 Shares on issue. If the Resolution is passed, the number of Shares on issue in the Company will increase to 5,842,758 Shares and each Shareholder will hold in number 3 times the number of Shares that Shareholder held prior to the Share Split. The Share Split will take effect on the passing of the Resolution.

The Share Split will not involve the payment or distribution of any amounts to Shareholders and will not affect the Company’s paid up capital. Immediately after the Share Split, a Shareholder will hold the same proportion of the Company’s share capital and net assets as before the Share Split. The current rights attaching to Shares will not be affected by the Share Split.

Following the Share Split, the price for each Share may decrease to a third of its current price following the commencement of trading on a deferred settlement basis of the Shares on ASX. However, the extent of this reduction in the price for each Share will depend on various factors and market conditions.

Fractional entitlements

Fractions of Shares resulting from the Share Split will be rounded up to the nearest whole number. Shares resulting from the rounding up will be issued as fully paid up.

Reasons for Share Split

The intent of the Share Split is to help achieve a greater level of liquidity available to all investors. The Board considers that the Company currently has a sub‐optimal amount of Shares on issue which restricts the ability of Shareholders to commercialise their investment in a timely and orderly fashion. The Board considers that the Share Split will benefit Shareholders by assisting in achieving this objective and increasing the liquidity and affordability of Shares.

Australian tax implications

It is not considered that there will be any adverse taxation consequences arising from the Share Split for Shareholders. However, Shareholders should obtain independent advice on the possible tax consequences of the proposed Share Split. Different tax implications may arise for share traders or other taxpayers whose Shares are held on revenue account. Shareholders who are tax residents of a country outside Australia should obtain independent tax advice regarding the tax effect of the Share Split in their jurisdiction. Neither the Company, the Directors, nor the

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Company’s advisers accept any responsibility for any individual Shareholder’s taxation consequences of the Share Split.

Holding Statements

As from the effective date of the Share Split, all holding statements for Shares will cease to have any effect, except as evidence of entitlement to a certain number of post Share Split Shares.

After the Share Split becomes effective, the Company will dispatch a notice to Shareholders advising them of the number of Shares held by them respectively, both before and after the Share Split. The Company will also arrange for new holding statements to be issued to Shareholders.

Timetable

Event	Date
Meeting of Shareholders	15 May 2012
First day of trading in subdivided Shares (on deferred settlement basis)	17 May 2012
Last day for sending shareholding statements to Shareholders	30 May 2012
Normal trading in subdivided Shares on a T + 3 basis	31 May 2012

2. RESOLUTION 2 – PRE‐APPROVAL OF SHARE PLACEMENT

Resolution 2 seeks Shareholder approval for the allotment and issue of up to that number of Shares, when multiplied by the issue price, will raise up to $2,000,000 ( Share Placement ).

The Company intends to use the funds to pursue potential investment opportunities and for general working capital.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

The effect of Resolution 2 will be to allow the Directors to issue the Shares pursuant to the Share Placement during the 3 months after the General Meeting (or a longer period if allowed by ASX), without using the Company’s 15% annual placement capacity.

Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Share Placement:

• (a) the maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $2,000,000;

• (b) the Shares will be issued no later than 3 Months after the date of the Annual General Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that allotment will occur on the same date;

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• (c) the issue price will be not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the details of the Share Placement are announced to ASX;

• (d) subject to the Directors participation pursuant to Resolutions 3 to 5, the Shares will be allotted and issued to sophisticated investors introduced by the Directors and identified by a financial advisor to be appointed by the Company. These persons will not be related parties of the Company;

• (e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and

• (f) the Company intends to use the funds raised from the Share Placement towards expenditure commitments associated with pursuing various investment opportunities and for general working capital.

3. RESOLUTIONS 3 ‐5 – PARTICIPATION IN SHARE PLACEMENT BY DIRECTORS

3.1 General

Resolutions 3 ‐ 5 are proposed to enable the existing Directors of the Company (or their nominees) to participate in the Share Placement the subject of Resolution 2. If Resolutions 3 – 5 are not passed, the existing Directors of the Company will be unable to participate in the Share Placement. The Shares being offered to the existing Directors are being offered on the same terms and conditions as the Shares to be issued to the non‐related parties under Resolution 2.

For the avoidance of doubt, the total number of Shares that will be issued under Resolutions 2 ‐ 5 is that number of Shares which, when multiplied by the issue price, equals $2,000,000. Any Shares issued under Resolution 3 ‐ 5 to the Directors (or their nominees) (up to a total of $100,000 worth of Shares each) will be deducted from the number of Shares issued under Resolution 2.

The purpose of Resolutions 3‐5 is to seek Shareholder approval to allow the Company to issue Shares that Directors subscribe for pursuant to the Share Placement.

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

• (a) obtain the approval of the public company’s members in the manner set out in Sections 217 to 227 of the Corporations Act; and

• (b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in Sections 210 to 216 of the Corporations Act.

The participation of Messrs Jeremy King, Andrew Worland and Richard Ochojski will result in the issue of Shares which constitutes giving a financial benefit and Messrs Jeremy King, Andrew Worland and Richard Ochojski are related parties of the Company by virtue of being Directors.

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

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It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 and sections 210 to 216 of the Corporations Act do not apply in the current circumstances. Accordingly, Shareholder approval is sought for the issue of Shares to the Related Parties.

3.2 Shareholder Approval (Chapter 2E of the Corporations Act and Listing Rule 10.11)

Pursuant to and in accordance with the requirements of Section 219 of the Corporations Act and Listing Rule 10.13, the following information is provided to Shareholders in relation to Resolutions 3‐5:

• (a) the Shares will be issued to directors of the Company, namely Messrs Jeremy King, Andrew Worland and Richard Ochojski ( Related Parties ) or to their nominees;

• (b) the maximum number of Shares to be issued to each of the Related Parties (or their nominees) is that number of Shares that, when multiplied by the issue price, totals up to $100,000;

• (c) the Shares will be issued on completion of the Share Placement and in any event no later than 1 month after the date of this Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules);

• (d) the Shares will be issued at the same issue price as the Share Placement, being not less than 80% of the average market price for Shares calculated over the 5 days on which sales in the Shares are recorded before the day on which the details of the Share Placement are announced to ASX. The Shares to be issued will be fully paid ordinary shares of the Company that rank equally with the Company's current issued Shares;

• (e) The funds raised will be used as additional working capital and to pursue various investment opportunities as stated in Resolution 2 above;

• (f) the relevant interests of the Related Parties in securities of the Company are set out below:

Related Party	Shares	Options
Jeremy King	83,705	Nil
Andrew Worland	78,946	Nil
Richard Ochojski	Nil	Nil

• (g) the remuneration and emoluments from the Company to the Related Parties for the previous financial year and the proposed remuneration and emoluments for the current financial year are set out below:

Related Party	Current Financial Year	Previous Financial Year
Jeremy King	$6,237	Nil1
Andrew Worland	$7,796	Nil2
Richard Ochojski	$16,664	Nil3

1 Mr King was appointed as a Director on 8 March 2012 .

• 2 Mr Worland was appointed as a Director on 8 March 2012 .

• 3 Mr Ochojski was appointed as a Director on 31 October 2011

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• (h) the trading history of the Shares on ASX in the 12 months before the date of this Notice is set out below:

	Price	Date
Highest	83 cents	31 October 2011
Lowest	55 cents	21, 27 and 28 February 2012
Last	66 cents	12 April 2012

• (i) If, by way of example, the share price in (d) above was calculated at 40 cents, a total of 750,000 Shares would be issued to the directors. This would increase the Company’s Share capital from 1,947,586 to 2,697,586 with an overall dilutionary effect of 27.8% (excluding the issue of Shares under Resolution 2), being 9.26% as per each director. If the Share price was calculated at 50 cents, a total of 600,000 Shares would be issued to the directors, increasing the share capital to 2,547,586 with an overall dilutionary effect of 23.6% (excluding the issue of Shares under Resolution 2), being 7.86% as per each director.

• (j) The Board acknowledges that the grant of the Shares to Mr Worland and Mr Ochojski is contrary to Recommendation 8.2 of the ASX Corporate Governance Principles and Recommendations. However, the Board considers the grant of the Shares to Mr Worland and Mr Ochojski reasonable in the circumstances for the reasons set out in (l).

• (k) The primary purpose of the issue of the Shares to the Related Parties is as a result of the Directors participation and support in raising capital as part of the Company’s Share Placement.

• (l) Jeremy King declines to make a recommendation to Shareholders in relation to Resolution 3 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Shares in the Company should Resolution 3 be passed. However, in respect of Resolutions 4 and 5, Mr King recommends that Shareholders vote in favour of those Resolutions for the following reasons:

• (i) the Shares will be issued to the Related Parties on the same terms as the Shares being offered under the Share Placement the subject of Resolution 2; and

• (ii) it is not considered that there are any significant opportunity costs to the Company or benefits foregone by the Company in granting the Related Party Shares upon the terms proposed;

• (m) Andrew Worland declines to make a recommendation to Shareholders in relation to Resolution 4 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Shares in the Company should Resolution 4 be passed. However, in respect of Resolutions 3 and 5 Mr Worland recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraphs (l)(i) and (ii).

• (n) Richard Ochojski declines to make a recommendation to Shareholders in relation to Resolution 5 due to his material personal interest in the outcome of the Resolution on the basis that he is to be granted Shares in the Company should Resolution 5 be passed. However, in respect of Resolutions 3 and 4 Mr Ochojski recommends that Shareholders vote in favour of those Resolutions for the reasons set out in subparagraphs (l)(i) and (ii).

• (o) the Board is not aware of any other information that would be reasonably required by Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolutions 3 to 5.

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Approval pursuant to ASX Listing Rule 7.1 is not required in order to issue the Shares to the Related Parties as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Shares to the Related Parties will not be included in the 15% calculation of the Company’s annual placement capacity pursuant to ASX Listing Rule 7.1.

2. RESOLUTION 6 – SECTION 195 APPROVAL

Approval of Resolutions 3 to 5 may result in the Directors having a “material personal interest” in the matters referred to in this Notice. In the absence of this Resolution 6, the Directors may not be able to form a quorum at any meetings necessary to carry out the transactions contemplated in this Notice.

Accordingly, Shareholder approval is being sought to allow the Directors to form a quorum to implement the transactions contemplated by Resolutions 3 to 5 in this Notice.

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GLOSSARY

$ means Australian dollars.

Accounting Standards has the meaning given to that term in the Corporations Act.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by it, as the context requires.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Related Party has the meaning given to that term in section 9 of the Corporations Act.

Closely Related Party of a member of the Key Management Personnel means:

• (a) a spouse or child of the member;

• (b) a child of the member’s spouse;

• (c) a dependent of the member or the member’s spouse;

• (d) anyone else who is one of the member’s family and may be expected to influence the member, or be influenced by the member, in the member’s dealing with the entity;

• (e) a company the member controls; or

• (f) a person prescribed by the Corporations Regulations 2001 (Cth ).

Company or Continuation means Continuation Investments Limited (ACN 91 106 854 175)

Constitution means the Company’s constitution.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Key Management Personnel has the same meaning as in the accounting standards and broadly includes those persons having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any director (whether executive or otherwise) of the Company.

Listing Rules means the official listing rules of the ASX.

Meeting means the annual general meeting convened by the Notice of Meeting.

Notice of Meeting means this notice of General Meeting, including the Explanatory Statement.

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Option means an option to subscribe for a Share.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

WST means Western Standard Time as observed in Perth, Western Australia.

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GENERAL MEETING – PROXY FORM

APPOINTMENT OF PROXY

CONTINUATION INVESTMENTS LIMITED (ABN 91 106 854 175)

I/We
of
	being a member of Continuation Investments Limited entitled to attend and vote at the Meeting, hereby
Appoint
	Name	of proxy
OR		the Chair of the Meeting as your proxy

or failing the person so named or, if no person is named, the Chair of the Meeting, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, as the proxy sees fit, at the Meeting to be held at 9.00am (WST), on 15 May 2012 at 945 Wellington Street, West Perth, Western Australia 6005 and at any adjournment thereof.

If the Chair of the General Meeting is appointed as your proxy, or may be appointed by default, and you do not wish to direct your proxy how to vote as your proxy in respect of Resolutions 3 to 6 please place a mark in this box.

By marking this box, you acknowledge that the Chair of the General Meeting may exercise your proxy even if he has an interest in the outcome of Resolutions 3 to 6 and that votes cast by the Chair of the General Meeting for Resolutions 3 to 6 other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, the Chair will not cast your votes on Resolutions 3 to 6 and your votes will not be counted in calculating the required majority if a poll is called on Resolutions 3 to 6.

If no directions are given, the Chair will vote in favour of all the Resolutions in which the Chair is entitled to vote undirected proxies.

OR

Voting on Business of the Meeting

FOR AGAINST ABSTAIN

Resolution 1 – Approval for Share Split Resolution 2– Pre‐approval of Share Placement Resolution 3 – Approval of Director Participation in Share Placement – Jeremy King Resolution 4 – Approval of Director Participation in Share Placement – Andrew Worland Resolution 5 – Approval of Director Participation in Share Placement – Richard Ochojski Resolution 6 – Section 195 Approval

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not to be counted in computing the required majority on a poll.

Signature of Member(s): Date: ____ Individual or Member 1 Member 2 Member 3 Sole Director/Company Secretary Director Director/Company Secretary

Contact Name: _____ Contact Ph (daytime): _________

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CONTINUATION INVESTMENTS LIMITED ABN 91 106 854 175

Instructions for Completing ‘Appointment of Proxy’ Form

1. ( Appointing a Proxy ): A member entitled to attend and cast a vote at a General Meeting is entitled to appoint a proxy to attend and vote on their behalf at the meeting. If the member is entitled to cast 2 or more votes at the meeting, the member may appoint a second proxy to attend and vote on their behalf at the meeting. However, where both proxies attend the meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A member who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a member appoints 2 proxies and the appointments do not specify the proportion or number of the member’s votes each proxy is appointed to exercise, each proxy may exercise one‐half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a member of the Company.

2. ( Direction to Vote ): A member may direct a proxy how to vote by marking one of the boxes opposite each item of business. Where a box is not marked the proxy may vote as they choose. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing Instructions ):

4. ( Individual ): Where the holding is in one name, the member must sign.

5. ( Joint Holding ): Where the holding is in more than one name, all of the members must sign.

6. � ( Power of Attorney ): If you have not already provided the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

7. ( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held.

8. ( Attending the Meeting ): Completion of a Proxy Form will not prevent individual members from attending the Meeting in person if they wish. Where a member completes and lodges a valid Proxy Form and attends the Meeting in person, then the proxy’s authority to speak and vote for that member is suspended while the member is present at the Meeting.

9. ( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:

10. (a) post to Continuation Investments Limited, 945 Wellington Street, West Perth, Western Australia, 6005; or

11. (b) facsimile to the Company on facsimile number +61 8 9322 7602, so that it is received not later than 9.00am (WST) on 11 May 2012.

Proxy forms received later than this time will be invalid.

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