TESORO GOLD LTD — Share Issue/Capital Change 2016

Sep 29, 2016

30 September 2016

RESTRUCTURE UPDATE

AND NOTICE UNDER SECTION 708A(5)(e) OF THE CORPORATIONS ACT

Plukka Ltd (ASX: PKA) ( Company ) is pleased to update shareholders regarding the implementation of the restructure as detailed in the Announcement dated 21 June 2016.

Plukka advises it has renegotiated the terms of its lease of the Burlington Arcade boutique with a significant improvement in the cost-effectiveness including flexible termination provisions.

In addition, the Company is continuing to finalise the termination arrangements for Joanne Ooi, on terms which are no more favourable than disclosed in the prospectus dated 20 October 2015.

Further, the Company’s Managing Director, Natalia Obolensky, has elected to convert 1,081,458 Time Based Performance Rights into that number of fully paid ordinary Shares ( Conversion Shares ). These Time Based Performance Rights vested on 14 July 2016 after satisfaction of the first service based milestone attaching to the Time Based Performance Rights issued to Ms Obolensky on 3 March 2016.

The Performance Rights (and consequently the Conversion Shares) were issued to Ms Obolensky prior to her becoming a Director of the Company pursuant to the Company’s 15% placement capacity under ASX Listing Rule 7.1 and without disclosure in accordance with Chapter 6D of the Corporations Act 2001(Cth) (Act).

An Appendix 3B is enclosed in respect of the issue of the Conversion Shares.

Notice given under Section 708A(5) of the Corporations Act

The Company hereby provides notice in accordance with section 708A(5)(e) of the Act that:

• (a) on 30 September 2016 the Company completed the issue and allotment of 1,081,458 fully paid ordinary shares to Managing Director, Natalia Obolensky;

• (b) the Company issued the securities without disclosure under Part 6D.2 of the Act;

• (c) as at the date of this notice:

• i. the Company has complied with the provisions of Chapter 2M and section 674 of the Act as they apply to the Company;

ii. there is no information that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules or that investors and their professional advisors would reasonably require for the purpose of making an informed assessment of:

• A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

• B. the rights and liabilities attaching to the fully paid ordinary shares.

For more information, please contact:

Natalia Obolensky Charly Duffy Natalia@plukka.com charly@secpluslegal.com Managing Director Non-Executive Director / Company Secretary

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Plukka Limited

ABN

91 106 854 175

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or Ordinary Shares issued on conversion of Time Based Performance to be issued Rights 2 Number of[+] securities issued or 1,081,458 to be issued (if known) or maximum number which may be issued 3 Principal terms of the Fully paid ordinary shares on the same terms as all other ordinary +securities (e.g. if options, shares on issue. exercise price and expiry date; if partly paid[+] securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

Appendix 3B Page 1

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4 Do the[+] securities rank equally Yes. Securities rank equally with all other ordinary shares in the in all respects from the[+] issue company. date with an existing[+] class of quoted[+] securities?

If the additional[+] securities do not rank equally, please state:

• the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h_in relation to the+securities_ the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1 6d Number of+securities issued with security holder approval under rule 7.1A	Nil
	The Shares were issued to the Company’s Managing Director upon the exercise of 1,081,458 Time Based Performance Rights which were issued prior to Ms Obolensky becoming a Director as a long- term incentive in connection with her services to be provided to the Company and its subsidiaries.
	Yes
	30 November 2015
	Nil. The Performance Rights which were converted into the Shares which are the subject of this Appendix 3B were issued without securityholder approval under rule 7.1.
	Nil.

6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the+issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	Nil.
	1,081,458
	N/A
	N/A
	7.1: 7,337,660 7.1A: 15,138,058
	30 September 2016
	Number	+Class
	95,974,916	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 3

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	48,365,671 7,040,000 9,500,000 1,500,000 34,364,428 540,000	Fully paid ordinary shares (escrowed to 4 December 2017) Fully paid ordinary shares (escrowed to 4 December 2017) Unlisted Options ($0.20; expiring 3 years from date of issue) Unlisted Options ($0.20; expiring 3 years from date of issue; subject to vesting conditions) Performance Rights (subject to various performance hurdles) Unlisted Options ($0.20; expiring on 28 January 2019)

• 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non-renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

18 Names of countries in which the entity has security holders who will not be sent new offer documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	N/A
	N/A

• See chapter 19 for defined terms.

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20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders 25 If the issue is contingent on security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and offer documents will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do security holders sell their entitlements_in full_through a broker? 31 How do security holders sell_part_ of their entitlements through a broker and accept for the balance?	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A
	N/A

• See chapter 19 for defined terms.

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• 32 How do security holders dispose of their entitlements (except by sale through a broker)?

N/A

• 33 +Issue date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of[+] securities ( tick one )

• (a) +Securities described in Part 1

• (b) All other[+] securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of ] the additional[+] securities, and the number and percentage of additional +securities held by those holders

• 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37[A copy of any trust deed for the additional ][+][securities ]

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Entities that have ticked box 34(b)

38 Number of+securities for which +quotation is sought 39 +Class of+securities for which quotation is sought 40 Do the+securities rank equally in all respects from the+issue date with an existing+class of quoted +securities? If the additional+securities do not rank equally, please state: •the date from which they do •the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment •the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another+security, clearly identify that other+security) 42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)	1,081,458	1,081,458
	Ordinary Shares
	Yes. The Shares rank equally in all respects with existing ordinary shares on issue.
	The Shares were issued to the Company’s Managing Director upon the exercise of 1,081,458 Time Based Performance Rights which were issued prior to Ms Obolensky becoming a Director as a long-term incentive in connection with her services provided to the Company and its subsidiaries. These Time Based Performance Rights vested on 14 July 2016 Ms Obolensky consented to the conversion on 30 September 2016.
	Number	+Class
	95,974,916	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted +quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 30/09/2016 Company Secretary

Print name: Charly Duffy

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Part 1	Part 1
Rule 7.1 – Issues exceeding 15% of capital
Step 1: Calculate “A”, the base figure from which the placement capacity is calculated
Insertnumber of fully paid+ordinary securities on issue 12 months before the +issue date or date of agreement to issue	20,524,132
Addthe following: • Number of fully paid+ordinary securities issued in that 12 month period under an exception in rule 7.2 • Number of fully paid+ordinary securities issued in that 12 month period with shareholder approval • Number of partly paid+ordinary securities that became fully paid in that 12 month period Note: • Include only ordinary securities here – other classes of equity securities cannot be added • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	129,774,997 issued 25 November 2015 1,081,458 issued on 30 September 2016
Subtractthe number of fully paid+ordinary securities cancelled during that 12 month period
“A”	151,380,587

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15	22,707,088
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of+equity securities issued or agreed to be issued in that 12 month period_not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items	540,000 issued 28 January 2016 11,823,434 Performance Rights issued 3 March 2016 3,005,994 Performance Rights issued 29 July 2016
“C”	15,369,428
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2	22,707,088
Subtract“C” Note: number must be same as shown in Step 3	15,369,428
Total[“A” x 0.15] – “C”	7,337,660 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 11

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Part 2

• Rule 7.1A – Additional placement capacity for eligible entities

• Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 151,380,587 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed

• Multiply “A” by 0.10 15,138,058 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities

• • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• • It may be useful to set out issues of securities on different dates as separate line items

• “E” 0

• See chapter 19 for defined terms.

Appendix 3B Page 12

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	15,138,058
Subtract“E” Note: number must be same as shown in Step 3	0
Total[“A” x 0.10] – “E”	15,138,058 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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