GOLDARC RESOURCES LIMITED — AGM Information 2012

May 29, 2012

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TORIAN RESOURCES MAY 2012

TO THE SHAREHOLDERS OF TORIAN RESOURCES

CHAIRMAN’S ADDRESS FOR THE 2012 AGM

CHAIRMAN’S REPORT

UP DATE

• The year to the end of December 2011 was successful except that in late 2011 and early 2012 we have had a very difficult time, despite enormous progress with our projects in Madagascar.

La Jolla Discharge

• The funding the company put into place with the US group, La Jolla Investors proved to be particularly unfavourable, as La Jolla aggressively traded our stock, resulting in a price slide that ultimately was not sustainable for the company. The board undertook an appropriate process of due diligence prior to entering the funding agreement but the conduct of La Jolla was the direct result of the fall in the price of the stock. La Jolla carried on trading with no consideration for the market at the time or the achievements we had made with our Madagascan project or indeed potential from such projects. The Board recognised that there was an urgent need to resolve some alternate structure. By March this year, unfortunately the share price had fallen so far that there were no viable funding alternatives. Significant time and effort has been expended to replace the La Jolla funding and an equal amount of time resolving the settlement announced last week. The settlement is very important to the company as it finalises all obligations of Torian top La Jolla. Yes, we have issued a further 136 million shares but we successfully negotiated a price of 0.015 cents and we received $55,000 discount to the amount outstanding to La Jolla.

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• Although I appreciate ordinary shareholders may not see this result as a success it was, and it has allowed the company to move to the next stage of its future with new funding arrangements almost in place.

• We have reached agreement in principal with a consortium of investors in Melbourne managed by Greenard Willing Investment Advisors for the provision of a capital funding package worth in excess of $1.5 million but subject to shareholder approval for any issues in excess of 15% rule. We are negotiating with the consortium for not only funds but some other resource ventures here in Australia. I am very excited about the prospects and opportunities this group is looking to bring to the company.

• The final details of the package are still being resolved and when these details are clear we will make a full disclosure to all shareholders and the market.

Madagascan Summary

Vatovorona

• Torian has undertaken the role of project manager and director for all the operations of Varun Torian (International) SARL (VTI) in Madagascar. Varun Madagascar provided all back office support, administration and local geologists and on site support. Although Torian only has a 35% interest in VTI we directed its activity and provide all high end professional services. Torian elected to focus on the gold permit at Vatovorona where local artisanal workings extended over approximately 2 kilometres.

• In January 2011 Torian supervised the collection of over half a tonne of material from the central Madagascan gold permit which ultimately became known as Vatovorona. This sample was thoroughly examined and assayed by ALS in Perth and a gold grade of 12.3 grams per tonne obtained (see ASX release 7 March 2011). The sample was also thoroughly processed which resulted in over 90% gold recovery using gravitational processing only. Second stage gravity processing saw a recover y of 98% of the gold. These results were very encouraging which lead us directly to undertake and complete stage 1 of the project by August 2011. We undertook the excavation of the trial pit which when completed was over 150 metres long, 40 metres wide and 18 metres deep. Subsequent samples confirmed the grade from our January sample (see ASX release 3 January 2012) although we are now aware the mineralisation is relatively narrow and there are no significant grades of gold in the majority of the pit. As the area of the pit was within the artisanal mining area and most of the gold in the upper weathered zone had been removed by the local miners the potential for a large open pit in the immediate area was diminished because of the cost of removing the over burden before exposing the unmined mineralisation.

• This result indicates a need to investigate the area to the immediate south which has not been subjected to artisanal mining. This is where our initial drilling program was focused and from where we are waiting further sample assays. Over 2500 metres of RAB drilling was completed in early 2012 and a further 750 of diamond core drilling has taken place.

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• However because of the funding issues with La Jolla we have not been able to provide the cash flow needs of the project over the past two months and we have suspended the drilling until we can provide further cash. We expect to make small payment of the drillers disbursements costs this week and make some arrangements for on-going funding that will see the completion of the stage 1 drilling. A further 2000 metres of diamond drilling is still planned.

• Drilling progress prior to the suspension has been slower than Torian anticipated. We have focused our attention on the area to the south of the pit where artisanal workings are less concentrated. We are planning to map the mineralisation zone as it extends south. 3D computer modelling will then be utilised to determine if a further open pit is warranted in this area.

• Significant time and effort is being invested in shortening the time between the completion of the core, its crushing and the production of the results. However all samples must be sent to South Africa and there are time delays that have to date not been overcome.

• Torian has acted as project manager of the Vatovorona gold project since its inception despite only retaining 35% equity in the joint venture company, Varun Torian (International) SARL. The board of Torian remains positive of the medium and long term success of the Vatovorona project but there is no doubt substantial further work is required.

• Torian supervised the construction of a support camp containing permanent

• accommodation, flushing toilets, showers, kitchen and mess rooms, workshop, offices, and sample storage rooms. We have a structure capable of supporting on site operations for some years to come.

• At the same time we are further developing our local relationships. We have sponsored and supported a local basketball team, and are about to do the same for a local soccer team. We have plans to remain in Madagascar for many years to come and good local relations are critical to our future.

• We have also been undertaking a disciplined exploration program mainly around a stream sediment sampling program. Sampling and panning of samples within 2 to 3 kilometres of the pit have provided further encouragement as small amounts of gold were in evidence.

• The potential of the two licences at Vatovorona remain significant. Each is largely unexplored and the total area exceeds 210 sq klms. Each of these licences is a mining licence and has terms of 20 years. There are issues in respect to the northern licence which will not be resolved until Madagascar undertakes an election and a properly constituted government comes into existence. The Madagascan government is operating in a non-constitutional manner at this time and efforts are continuing by the international community including the United Nations to encourage Madagascar to undertake free and open elections. The international community has withheld substantial foreign aid until this takes place. Many international mining companies have

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been operating in Madagascar throughout the past decade and longer in the case of Rio Tinto but the past 5 years has seen this increase substantially despite the constitutional uncertainties. All major parties are supportive of development and Torian sees no evidence not to continue to invest and promote projects in Madagascar. We do support the country undertaking elections and returning to a constitutional government. Opportunities in Madagascar abound for those companies willing to invest their time and energies in building local relationships and undertaking some exploration work. Torian and its partner Varun Madagascar are doing just that.

• Torian’s Vatovorona gold project is closely watched by the government not because of any negative but primarily because of the professionalism and the application of western standards of practice to the project. Torian’s pit is not simply a hole in the ground but a professionally designed and constructed quarry like you would expect to see in Australia. This approach and application provides us with enormous opportunities to build on further projects. We are also examining various other opportunities in Madagascar.

New Madagascan Projects Likely

• Ian Johns and I have been speaking to our partners, Varun and we are confident of further projects in Madagascar on favourable terms. We are conscious that we are only a small resource company with limited financial resources and we are particularly looking at joint ventures where we can apply our management and geological expertise in substitution of direct financial contributions but where we still have a significant equity. Current indications from Varun are that it would favourably view such new joint ventures although at the same time we recognise that Varun has experienced very difficult financial problems in recent months which as caused some uncertainty with our market and our longer term planning for future projects in Madagascar. Ian Johns has been diligently pursuing Varun for details and clarification of the exact problems and how we can assist with some solution in respect to Madagascar. We will keep all shareholders fully informed of all and any developments as we are advised by Varun.

• Our focus on new projects in Madagascar will be to seek to add immediate value to the joint venture and to the capitalisation and underlying value of Torian.

• It is timely to thank Ian Johns for his enormous efforts in dealing with our Indian partners. Ian has a strong personal relationship with the executive directors of Varun in India and Madagascar and these relationships are invaluable for our continued success and for the development of further projects.

A Firm and Sustainable Financial Position

The board’s primary target in the near term is to get the company into a firm and sustainable financial position. The board of Torian remains confident that the company can survive this current period and indeed prosper. The relationships we have forged with Varun place us in a unique position to add significantly to our portfolio of assets and to apply our expertise for the benefit of Madagascan joint ventures in the future.

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Sale of NSW Diamonds

• Torian has had a presence in the old New England diamond fields for many years. Significant work programs and expenditure had been made at the Bingara and Copeton diamond projects mainly through the support in recent years of the Firebird Trust. Firebird was not however prepared to further support Torian and its further development of these projects.

• The geology of our diamond tenements is complex. Further work at Copeton was likely to cost several millions of dollars as was a further drilling and pitting program at Bingara.

• Although we proposed new innovative theories on the formation of the unique diamonds in our areas we did not produce any significant resource. The board of Torian has therefore entered discussions with various parties to reduce our equity in the diamond projects.

Rehabilitation of Old Projects in Australia

• The current Board under my direction has diligently pursued a course of conduct to rectify failures of past years to adequately rehabilitate old explored and mined areas. Significant time and money was expended at Copeton, Bingara and Barrington on rehabilitation in the past year. Areas within the Forestry lands at Bingara are now fully restored, including the large pit at Upper 4 Mile. Final completion of the restoration at Ellerston has also been completed.

New Alliance in Australia

• Back in Australia we have continued to complete the restoration of old areas mined or explored by the company over many years. This has ensured our credibility with local authorities and other junior and mid ranked resource companies. We have recently entered a strategic alliance with A1 Investments & Resources Limited, Hazelwood Resources Limited and Lithex Resources Limited where we will seek out some antimony projects to combine with other companies to deliver a combined resource to large Japanese and Chinese industrial buying groups. This opportunity arose because of my association with A1I&R and our continued interest in tin in Australia. Further funding is yet to be resolved.

• The board is examining various opportunities to secure the company’s future. Torian has built up an excellent reputation over many years and its project management performance over the past year has been outstanding. This has resulted in our invitation to join other joint ventures where this expertise is highly valued. The board appreciates that our capitalisation has reduced substantially in the past 12 months and we gauge our personal performance by this alone and we are therefore not satisfied with our own performance. We have met our statutory compliance obligations in all jurisdictions where we carry on business but we fully accept this is not good enough.

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• I will continue to work hard and long for the benefit of all shareholders and the board is determined that our capitalisation will increase.

Other Fundamental Changes Possible

• Torian has in many ways experienced its hardest year. We were until this week financially vulnerable. The Board is conscious of the need to rectify this problem and is examining various other opportunities that will ensure the long term survival of the company and which will be in the best interests of the shareholders.

Appreciation of the Efforts of the Board the Staff, Our Dedicated Contractors and the Contractors and Employees of Varun Torian (International) in Madagascar.

• I take this opportunity to thank all staff whose contributions have been significant and without which we would not have achieved our operational gaols. I also thank all members of the board for the past 12 months including, Cameron Young (retired), Scott Enderby (retired) and Mark Cashmore., and our new company secretary Mrs Elissa Hansen. But I would like to particularly thank Ian Johns for his enormous efforts over the past 2 years and no less over the past 12 months.

• In Australia we would not have completed the required restoration work at Bingara, Copeton and Barrington without the efforts of Chris Hall, the previous Inverell manager of the company but now acting as an independent contractor.

• In Madagascar we have been ably assisted by the staff of Varun Madagascar and particularly Mr Fabien. We also have numerous key contractors including Ambol, Genalysis, Intertek and LanoeForages. Our own staff, Todd Axford (resigned) and George Till have been exceptional.

Plans for the Next 12-18 months

• Torian will continue to focus upon Madagascar but we will not lose sight of the opportunities available to us locally.

Our goals for Madagascar for the next 12 months are;

1. Complete the current drilling and thoroughly test and assess the data obtained

2. Obtain a further viable project

3. Examine other possible projects for the future

4. Examine alternate funding mechanisms for Madagascar

Our goals for Australia for the next 12 months are;

1. Complete an assignment or partial assignment of the diamond projects

2. Obtain a further viable project

3. Examine other possible projects for the future

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Our corporate structure goals for Torian for the next 12 months are;

1. Complete all funding arrangements to provide for medium term secure funding

2. Undertake an underwritten rights issue or similar

3. Cancel the partly paid shares and change to a “Limited” company

4. Appoint a further director

5. Maintain tight budgetary controls

6. Improve the share price

We will manage our financial affairs responsibly. We will not lessen our resolve to maintain the highest safety and environmental standards wherever we operate.

Conclusion

In conclusion I would like to emphasise that we do have a future. Yes there remain some tough times ahead. But we have a structure and projects all focused on the future. I invite all our shareholders to remain and indeed contribute when the time arises.

For further information contact

Peter Ashcroft on phone (02) 9247 2277

Email; info@torianresources.com

Or visit our web page

www.torianresources.com

Yours faithfully

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