Announcement PDF Appendix 1A ASX Listing application and agreement Rules 1.1 Cond 3, 1. 7 Appendix 1A ASX Listing Application and Agreement This form is required by listing rule 1. 7 to be used by an entity seeking admission to the +official list as an ASX Listing (for classification as an ASX Debt Listing use Appendix 1B and for classification as an ASX Foreign Exempt Listing use Appendix 1C). All entity's seeking admission to the +official list as an ASX Listing must also provide to ASX the information and documents referred to in the Information Form and Checklist (ASX Listing) published on the ASX website. The Appendix 1A and the Information Form and Checklist (ASX Listing) given to ASX become ASX's property and will be made public by way of release on ASX Markets Announcement Platform. Supporting documents may also be made public. This may occur prior to admission of the entity and +quotation of its +securities. If it does, publication does not mean that the entity will be admitted or that its +securities will be quoted. Introduced 01/07/96 Origin: Appendix 1 Amended 01/07/97, 01/07/98, 01/09/99, 13/03/00, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 20/07/07, 01/01/12, 01/05/13, 02/11/15, 19/12/16 Name of entity ABN/ARBN/ARSN Plukka Limited (to be renamed 'Tesoro Resources Limited') 91 106 854 175 We (the entity named above) apply for admission to the +official list of ASX Limited (ASX) as an ASX Listing and for +quotation of the following +securities: +Main class of +securities Number to be quoted •c1ass 391,553,520 Ordinary shares Additional +classes of +securities to be quoted (if any) [Do not include •cols] We agree: 1. Our admission to the +official list and classification as an ASX Listing is in ASX's absolute discretion. ASX may admit us on any conditions it decides. +Quotation of our +securities is in ASX's absolute discretion. ASX may quote our +securities on any conditions it decides. Our removal from the +official list, the suspension or ending of +quotation of our +securities, or a change in the category of our admission is in ASX's absolute discretion. ASX is entitled immediately to suspend +quotation of our +securities or remove us from the +official list if we break this agreement, but the absolute discretion of ASX is not limited. + See chapter 19 for defined terms 19 December 2016 Page 1 Information Form and Checklist (ASX Listing) Name of entity ABN/ARBN/ARSN Plukka Limited (to be renamed ‘Tesoro Resources Limited’) 91 106 854 175 We (the entity named above) supply the following information and documents to support our application for admission to the official list of ASX Limited (ASX) as an ASX Listing. Note: the entity warrants in its Appendix 1A ASX Listing Application and Agreement that the information and documents referred to in this Information Form and Checklist are (or will be) true and complete and indemnifies ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from, or connected with, any breach of that warranty. Any Annexures to this Information Form and Checklist form part of the Information Form and Checklist and are covered by the warranty referred to above. Terms used in this Information Form and Checklist and in any Annexures have the same meaning as in the ASX Listing Rules. Part 1 – Key Information Instructions: please complete each applicable item below. If an item is not applicable, please mark it as “N/A”. All entities – corporate details 1 1 Place of incorporation or establishment Victoria Date of incorporation or establishment 29 October 2003 Legislation under which incorporated or established Victorian Address of registered office in place of incorporation or establishment Level 42, 525 Collins Street MELBOURNE VIC 3000 Main business activity Jewellery, retail Country where main business activity is mostly carried on Australia Other exchanges on which the entity is listed N/A Street address of principal administrative office Suite 5 62 Ord Street West Perth WA 6005 Postal address of principal administrative office Evolution Corporate Services Suite 5 62 Ord Street West Perth WA 6005 If the entity applying for admission to the official list is a stapled structure, please provide these details for each entity comprising the stapled structure. ASX Listing Information Form and Checklist (12/11/18) Page 1 Telephone number of principal administrative office 9322 1587 E-mail address for investor enquiries Zeff.reeves@tesororesources.com.au Website URL www.plukka.com.au All entities – management details 2 Full name and title of CEO/managing director Zeffron Reeves – Managing Director Email address of CEO/managing director Zeff.reeves@tesororesources.com.au Full name and title of CFO N/A Email address of CFO N/A Full name and title of chairperson of directors John Toll Full names of all existing directors Cameron Williams (to retire on completion of the acquisition); Peter Ruse (to retire on completion of the acquisition); and John Toll Full names of any persons proposed to be appointed as additional or replacement directors Zeffron Reeves – Managing Director Full name and title of company secretary Charly Duffy (to retire on completion of the acquisition) Geoffrey McNamara – Non-executive Director Shannon Coates (from date of re-listing) All entities – ASX compliance contact details 3 Full name and title of ASX contact(s) Shannon Coates Business address of ASX contact(s) Level 42, 525 Collins Street MELBOURNE VIC 3000 Business phone number of ASX contact(s) 9322 1587 Mobile phone number of ASX contact(s) 0417 177 396 Email address of ASX contact(s) shannon@evolutioncorp.com.au All entities – investor relations contact details Full name and title of person responsible for investor relations Zeffron Reeves – Managing Director 2 If the entity applying for admission to the official list is a trust, enter the management details for the responsible entity of the trust. 3 Under Listing Rule 1.1 Condition 13, a listed entity must appoint a person responsible for communication with ASX on listing rule matters. You can appoint more than one person to cater for situations where the primary nominated contact is not available. ASX Listing Information Form and Checklist (12/11/18) Page 2 Email address of person responsible for investor relations Zeff.reeves@tesororesources.com.au Business phone number of person responsible for investor relations 0419 714 495 All entities – auditor details 4 Full name of auditor RSM Australia Partners All entities – registry details 5 Name of securities registry Automic Group Address of securities registry Level 2, 267 St Georges Terrace, PERTH WA 6000 Phone number of securities registry 1300 288 664 Fax number of securities registry N/A Email address of securities registry hello@automicgroup.com.au Type of subregisters the entity will operate 6 N/A All entities – key dates Annual balance date 30 June Month in which annual meeting is usually held (or intended to be held) 7 November Months in which dividends or distributions are usually paid (or are intended to be paid) N/A Trusts – additional details Name of responsible entity N/A Full names of the members of the compliance committee (if any) N/A Entities incorporated or established outside Australia – additional details Name and address of the entity’s Australian agent for service of process N/A 4 In certain cases, ASX may require the applicant to provide information about the qualifications and experience of its auditor for release to the market before quotation commences (see Guidance Note 1 section 2.10). 5 If the entity has different registries for different classes of securities, please indicate clearly which registry details apply to which class of securities. 6 Example: CHESS and issuer sponsored subregisters (see Guidance Note 1 section 3.20). 7 May not apply to some trusts. ASX Listing Information Form and Checklist (12/11/18) Page 3 Address of registered office in Australia (if any) N/A Entities listed or to be listed on another exchange or exchanges Name of the other exchange(s) where the entity is or proposes to be listed N/A Is the ASX listing intended to be the entity’s primary or secondary listing N/A ASX Listing Information Form and Checklist (12/11/18) Page 4 Part 2 – Checklist Confirming Compliance with Admission Requirements Instructions: please indicate in the “Location/Confirmation” column for each item below and in any Annexures where the information or document referred to in that item is to be found (eg in the case of information, the specific page reference in the Offer Document where that information is located or, in the case of a document, the folder tab number where that document is located). If the item asks for confirmation of a matter, you may simply enter “Confirmed”” in the “Location/Confirmation” column. If an item is not applicable, please mark it as “N/A”. In this regard, it will greatly assist ASX and speed up its review of the application if the various documents referred to in this Checklist and any Annexures (other than the 5 copies of the applicant’s Offer Document referred to in item 4) are provided in a folder separated by numbered tabs and if the entity’s constitution and copies of all material contracts are provided both in hard copy and in electronic format. Note that completion of this Checklist and any Annexures is not to be taken to represent that the entity is necessarily in full or substantial compliance with the ASX Listing Rules or that ASX will admit the entity to its official list. Admission to the official list is in ASX’s absolute discretion and ASX may refuse admission without giving any reasons (see Listing Rule 1.19). A reference in this Checklist and in any Annexures to the “Offer Document” means the listing prospectus, product disclosure statement or information memorandum lodged by the applicant with ASX pursuant to Listing Rule 1.1 Condition 3. If the applicant lodges a supplementary or replacement prospectus, product disclosure statement or information memorandum with ASX, ASX may require it to update this Checklist and any Annexures by reference to that document. All entities – key supporting documents No Item 1. A copy of the entity’s certificate of incorporation, certificate of registration or other evidence of status (including any change of name) Location/Confirmation Refer to Tab 1 of the Listing File At the Annual General Meeting which will be held on 7 November 2019, Plukka will seek shareholder approval to change its name to “Tesoro Resources Limited”. A copy of the ASIC name change certificate will be provided to ASX when available. 2. A copy of the entity’s constitution (Listing Rule 1.1 Condition 2) 8 Refer to Tab 2 of the Listing File 3. Either: (a) confirmation that the entity’s constitution includes the provisions of Appendix 15A or Appendix 15B (as applicable); or (b) a completed checklist that the constitution complies with the Listing Rules (Listing Rule 1.1 Condition 2) 9 Confirmed. Refer to Clause 33 of the Constitution for confirmation that the entity’s constitution includes the provisions of Appendix 15A. 4. An electronic version and 5 copies of the Offer Document, as lodged with ASIC (Listing Rule 1.1 Condition 3) An electronic version of the prospectus, lodged with ASX on 30 October 2019 (Prospectus) is provided on the enclosed USB. Refer to Tab 2 of the Listing File One copy of the Prospectus is at Tab 3 of the Listing File, with another four copies enclosed. 5. Where in the Offer Document is the prominent statement that ASX takes no responsibility for the contents of the Offer Document (Listing Rule 1.1 Condition 3)? Refer to Section 2.1 (page 2) of the Prospectus 8 It will assist ASX if the copy of the constitution is provided both in hard copy and in electronic format. 9 An electronic copy of the checklist is available from the ASX Compliance Downloads page on ASX’s website. ASX Listing Information Form and Checklist (12/11/18) Page 5 No Item Location/Confirmation 6. Original executed ASX Online agreement confirming that documents may be N/A - the Company is already listed and given to ASX and authenticated electronically (Listing Rule 1.1 an ASX Online participant. Condition 14) 10 7. If the entity’s corporate governance statement 11 is included in its Offer Document, the page reference where it is included. Otherwise, a copy of the entity’s corporate governance statement (Listing Rule 1.1 Condition 16) Refer to Section 12 (pages 69 – 73) of the Prospectus. 8. If the entity will be included in the S & P All Ordinaries Index on admission to the official list, 12 where in its Offer Document does it state that it will have an audit committee (Listing Rule 1.1 Condition 17)? N/A 9. If the entity will be included in the S & P / ASX 300 Index on admission to the N/A official list, 13 where in its Offer Document does it state that it will comply with the recommendations set by the ASX Corporate Governance Council in relation to composition and operation of the audit committee (Listing Rule 1.1 Condition 17)? 10. If the entity will be included in the S & P / ASX 300 Index on admission to the N/A official list, 14 where in its Offer Document does it state that it will have a remuneration committee comprised solely of non-executive directors (Listing Rule 1.1 Condition 18) 11. If the entity’s trading policy is included in its Offer Document, the page Refer to Schedule 9 “Trading Policy” of reference where it is included. Otherwise, a copy of the entity’s trading policy the Company’s Corporate Governance (Listing Rule 1.1 Condition 19) Plan at Tab 4 of the Listing File 12. For each director or proposed director and the CEO or proposed CEO (together “relevant officers”) of the entity, 15 a list of the countries in which they have resided over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) 16 The information in items 12 to 17 is provided only in relation of to the one director (John Toll) who will remain on the PKA board on completion of the acquisition of Tesoro Resources Limited (Tesoro) (Acquisition) and two new directors (Zeffron Reeves and Geoffrey McNamara) to be appointed upon completion of the Acquisition. Proposed director Geoffrey McNamara has been a resident in Australia and Singapore in the past 10 years. The following directors and proposed directors have not been resident in any country other than Australia in the past 10 years: • John Toll; and • Zeffron Reeves. 10 An electronic copy of the ASX Online Agreement is available from the ASX Compliance Downloads page on ASX’s website. 11 The entity’s “corporate governance statement” is the statement disclosing the extent to which the entity will follow, as at the date of its admission to the official list, the recommendations set by the ASX Corporate Governance Council. If the entity does not intend to follow all the recommendations on its admission to the official list, the entity must separately identify each recommendation that will not be followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it intends to adopt in lieu of the recommendation. 12 If the entity is unsure whether they will be included in the S & P All Ordinaries Index on admission to the official list, they should contact ASX or S & P. 13 If the entity is unsure whether they will be included in the S & P / ASX 300 Index on admission to the official list, they should contact ASX or S & P. 14 See note 13 above. 15 If the entity applying for admission to the official list is a trust, references in items 12, 14, 15, 16 and 17 to a relevant officer mean a relevant officer of the responsible entity of the trust. 16 The information referred to in items 12, 13, 14, 15, 16 and 17 is required so that ASX can be satisfied that the relevant officers are of good fame and character under Listing Rule 1 Condition 20. ASX Listing Information Form and Checklist (12/11/18) Page 6 No Item Location/Confirmation Refer to Statutory Declarations at Tab 5 of the Listing File 13. For each relevant officer, 17 any other name which they have used or by which they have been known over the past 10 years (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) 18 N/A Refer to Tab 5 of the Listing File 14. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a national criminal history check obtained from the Australian Federal Police, a State or Territory police service or a broker accredited by the Australian Criminal Intelligence Commission which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) John Toll Zeffron Reeves Geoffrey McNamara Refer to Tab 6 of the Listing File 15. For each relevant officer who is or has in the past 10 years been a resident Geoffrey McNamara – Singapore of a country other than Australia, an original or certified true copy of an equivalent national criminal history check to that mentioned in item 14 above Refer to Tab 6 of the Listing File for each country in which the officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or, if such a check is not available in any such country, a statutory declaration from the officer confirming that fact and that he or she has not been convicted in that country of: (a) any criminal offence involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of their duties as an officer of an entity; or (b) any other criminal offence which at the time carried a maximum term of imprisonment of five years or more (regardless of the period, if any, for which he or she was sentenced), or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) 16. For each relevant officer who is or has in the past 10 years been a resident of Australia, an original or certified true copy of a search of the Australian Financial Security Authority National Personal Insolvency Index which is not more than 12 months old (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) John Toll Zeffron Reeves Geoffrey McNamara 17. For each relevant officer who is or has in the past 10 years been a resident of a country other than Australia, an original or certified true copy of an equivalent national bankruptcy check to that mentioned in item 16 above for each country in which the officer has resided over the past 10 years (in English or together with a certified English translation) which is not more than 12 months old or if such a check is not available in any such country, a statutory declaration from the officer confirming that fact and that he or she has not been declared a bankrupt or been an insolvent under administration in that country or, if that is not the case, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) Geoffrey McNamara – Singapore Refer to Tab 7 of the Listing File Refer to Tab 7 of the Listing File 18. A statutory declaration from each relevant officer confirming that: John Toll (a) the officer has not been the subject of any criminal or civil penalty proceedings or other enforcement action by any government agency in Zeffron Reeves which he or she was found to have engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of Geoffrey McNamara duty; Refer to Tab 5 of the Listing File 17 See note 15 above. 18 See note 16 above. ASX Listing Information Form and Checklist (12/11/18) Page 7 No Item Location/Confirmation (b) the officer has not been refused membership of, or had their membership suspended or cancelled by, any professional body on the ground that he or she has engaged in behaviour involving fraud, dishonesty, misrepresentation, concealment of material facts or breach of duty; (c) the officer has not been the subject of any disciplinary action (including any censure, monetary penalty or banning order) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with his or her obligations as an officer of a listed entity; (d) no listed entity of which he or she was an officer (or, in the case of a listed trust, in respect of which he or she was an officer of the responsible entity) at the time of the relevant conduct has been the subject of any disciplinary action (including any censure, monetary penalty, suspension of trading or termination of listing) by a securities exchange or other authority responsible for regulating securities markets for failure to comply with its obligations under the Listing Rules applicable to that entity; and (e) the officer is not aware of any pending or threatened investigation or enquiry by a government agency, professional body, securities exchange or other authority responsible for regulating securities markets that could lead to proceedings or action of the type described in (a), (b), (c) or (d) above, or, if the officer is not able to give such confirmation, a statement to that effect and a detailed explanation of the circumstances involved (Listing Rule 1.1 Condition 20 and Guidance Note 1 section 3.19) 19. A specimen certificate/holding statement for each class of securities to be quoted or a specimen holding statement for CDIs (as applicable) Refer to Tab 8 20. Please either: Confirmed (a) enter “Confirmed” in the column to the right to confirm that the entity has not previously applied for, and been refused or withdrawn its application for, admission to the official list of another securities exchange, or (b) attach a statement explaining the circumstances and state the location of that statement 21. Please enter “Confirmed” in the column to the right to confirm that the entity has paid its initial listing fee 19 Confirmed – the Company has paid the initial listing fee of $77,218 All entities – group structure 22. Where in the Offer Document is there a diagram showing the group structure Refer to Section 8.8 (page 47) of the of the entity, identifying (where applicable) each material child entity and the Prospectus nature and location of the business activities it undertakes? 23. If the entity has child entities, where in the Offer Document is there a list of all material child entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? Refer to Section 8.8 (page 47) of the Prospectus See Guidance Notes 15 and 15A for the fees payable on the application. You can also use the ASX online equity listing fees calculator: http://www.asx.com.au/prices/cost-listing.htm. Payment should be made either by cheque made payable to ASX Operations Pty Ltd or by electronic funds transfer to the following account: 19 Bank: National Australia Bank Account Name: ASX Operations Pty Ltd BSB: 082 057 A/C: 494728375 Swift Code (Overseas Customers): NATAAU3202S If payment is made by electronic funds transfer, please email your remittance advice to ar@asx.com.au or fax it to (612) 9227-0553, describing the payment as the “initial listing fee” and including the name of the entity applying for admission, the ASX home branch where the entity has lodged its application (ie Sydney, Melbourne or Perth) and the amount paid. ASX Listing Information Form and Checklist (12/11/18) Page 8 No Item Location/Confirmation 24. If the entity has investments in associated entities for which it will apply N/A equity accounting, where in the Offer Document is there a list of all associated entities stating, in each case, its name, where it is incorporated or established, the nature of its business and the entity’s percentage holding in it? 25. If the entity has a material interest in a joint venture, where in the Offer Document is there a description of the joint venture agreement, including the parties to the agreement and their respective rights and obligations under the agreement? Refer to Sections 13.2.1 and 13.2.2 (pages 75 – 78) of the Prospectus All entities – capital structure 26. Where in the Offer Document is there a table showing the existing and proposed capital structure of the entity, broken down as follows: (a) the number and class of each equity security and each debt security currently on issue; and (b) the number and class of each equity security and each debt security proposed to be issued between the date of this application and the date the entity is admitted to the official list; and (c) the resulting total number of each class of equity security and debt security proposed to be on issue at the date the entity is admitted to the official list; and (d) the number and class of each equity security proposed to be issued following admission in accordance with material contracts or agreements? Refer to Section 7.4 (pages 32 – 33) of the Prospectus 27. If any of the securities referred to in the table mentioned in item 26 are not ordinary securities, where in the Offer Document does it disclose the terms applicable to those securities? The Company is proposing to issue Performance Rights, the terms of which are disclosed at Section 14.3 (pages 83 – 85) of the Prospectus. 28. If the entity has granted, or proposes to grant, any rights to any person, or to any class of persons (other than through the holding of securities referred to in the table mentioned in item 26), to participate in an issue of the entity’s securities, where in the Offer Document are details of those rights set out? N/A – entity has not, and is not proposing to, grant any securities or rights to any person or class of persons other than as set out at item 26 above. 29. Details of all issues of securities (in all classes) in the last 2 years and the consideration received by the entity for such issues Plukka: Refer to Plukka’s appendices 3B which can be found on PKA’s announcements platform and at Tab 9 Note: This applies whether the securities are to be quoted on ASX or not. If the entity is proposing to issue a minimum, maximum or oversubscription number of securities, the table should be presented to disclose each scenario. Note: This applies whether the securities are to be quoted on ASX or not. For equity securities (other than options to acquire unissued securities or convertible debt securities), this should state whether they are fully paid or partly paid; if they are partly paid, the amount paid up and the amount owing per security; voting rights; rights to dividends or distributions; and conversion terms (if applicable). For options to acquire unissued securities, this should state the number outstanding, exercise prices; exercise terms and expiry dates. For debt securities or convertible debt securities, this should state their nominal or face value; rate of interest; dates of payment of interest; date and terms of redemption; and conversion terms (if applicable). Tesoro: Refer to Tesoro securities issues at Tab 9 30. A copy of every prospectus, product disclosure statement or information memorandum issued by the entity in connection with any issue of securities (in all classes) in the last 2 years ASX Listing Information Form and Checklist (12/11/18) Plukka: Refer to relevant announcements lodged on Plukka’s ASX announcements platform (ASX:PKA). Page 9 No Item Location/Confirmation Tesoro: Has not issued any prospectus, PDS, or information memorandum since its incorporation. 31. Please either: Confirmed (a) enter “Confirmed” in the column to the right to confirm that the entity has not undertaken a placement of securities in the last 2 years in which a related party or their associates, 20 a promoter or their associates, or an adviser involved in the offer or their associates, have participated, or (b) attach a statement: (1) explaining the circumstances of the placement; (2) listing the names and addresses of the participants in the placement, the number of securities they received in the placement and the consideration they provided for those securities; and (3) identifying the participants in the placement who are a related party or associate of a related party, a promoter or associate of a promoter, or an adviser or an associate of an adviser, and state the location of that statement. 32. A copy of any court order in relation to a reorganisation of the entity’s capital in the last 2 years N/A 33. Where in the Offer Document does it confirm that the entity’s free float at the time of listing will be not less than 20% (Listing Rule 1.1 Condition 7)? Refer to Sections 5 (Part G) (page 25) and 7.10 (page 37) of the Prospectus 34. Where in the Offer Document does it confirm that the issue/sale price of all securities for which the entity seeks quotation is at least 20 cents in cash (Listing Rule 2.1 Condition 2)? N/A – the Company has obtained a waiver for ASX Listing Rule 2.1 Condition 2. Refer to Section 2.8 of the Prospectus. Refer also to ASX Waiver at Schedule 5 of the Company’s Notice of Annual General Meeting dated 7 October 2019 (AGM NOM) 35. If the entity has or proposes to have any options on issue, where in the Offer N/A Document does it confirm that the exercise price for each underlying security is at least 20 cents in cash (Listing Rule 1.1 Condition 12)? 36. If the entity has any partly paid securities and it is not a no liability company, where in the Offer Document does it disclose the entity’s call program, including the date and amount of each proposed call and wh