GOLDARC RESOURCES LIMITED — AGM Information 2012

Apr 26, 2012

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ABN 72 002 261 565

NOTICE OF

ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Wednesday, 30 May 2012

Time

11:00am

Venue

The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000.

Your vote is important

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

Voting in person

To vote in person, attend the Annual General 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.

www.torianresources.com

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is given that the 2012 Annual General Meeting of Shareholders of Torian Resources NL will be held at 11:00am on 30 May 2012 at The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000 for the purpose of transacting the following business:

ORDINARY BUSINESS

1. Annual Report

To receive and consider the Financial Report and the Reports of the Directors and Auditor for the year ended 31 December 2011.

2 Remuneration Report

To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding ordinary resolution:

• “To adopt the Remuneration Report for the year ended 31 December 2011.”

3. Election of Directors

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

• (a) “That Mr Ian Johns, who retires in accordance with the Constitution and, being eligible, be elected as a Director.”

• (b) “That Mr Mark Cashmore be elected as a Director.”

SPECIAL BUSINESS

4. Increase Non-Executive Directors Remuneration

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

“That, with effect from 1 January 2012, the aggregate maximum sum available for the remuneration of non-executive Directors be increased by $30,000 per year to $60,000 per year.”

www.torianresources.com

Torian Resources NL ABN: 72 002 261 565

A proxy Form is attached.

To be valid, properly completed proxy forms must be received by the Company no later than 11.00am (EST) on 29 May 2012.

• By email to ehansen@torianresources.com

• By post to PO Box R353, Royal Exchange NSW 1225

• By facsimile to 02 9247 7055

• By post of delivery to the Registered Office, being Level 10, 15-17 Young Street, Sydney NSW 2000

By Order of the Board

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Elissa Hansen Company Secretary

Day Month 2012

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Entitlement to Vote

The Directors have determined that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11.00am (EST) on 28 May 2012.

www.torianresources.com

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11:00am on 30 May 2012 at The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

1. Annual Report

Shareholders have been notified that the Torian Resources NL Annual Report for the year ended 31 December 2011 can be found on the Company’s website (www.torianresources.com) under ‘Investors’ and have been given the option of having a printed copy of the Report sent to them. The Report has been sent to those Shareholders who have requested it. During discussion of this Item, there will be an opportunity for Shareholders to ask questions about, or comment on, the Report and the Company.

2. Remuneration Report

The Remuneration Report is contained in the Directors’ Report section of the Annual Report. The Remuneration Report sets out the remuneration details for each director and specified executive of the Company.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meeting. Under section 250R(2) of the Corporations Act, a resolution that the Remuneration Report be adopted must be put to the vote. This item is taken for advisory purposes only and any vote taken at the meeting will not bind the Directors or the Company.

In accordance with Division 9 of Part 2G.2 of the Corporations Act, if 25 per cent or more of votes that are cast are voted against the adoption of the Remuneration Report at two consecutive Annual General Meetings, Shareholders will be required to vote at the second of those Annual General Meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of the Company’s Directors (other than the Managing Director) must go up for re-election. Division 9 of Part 2G.2 was inserted into the Corporations Act by the Corporations Amendment (Improving Accountability on Director and Executive Remuneration) Act 2011 (Cth).

VOTING EXCLUSION STATEMENT: Item 2 is a resolution that is directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of the Company. The Corporations Act 2001 (Cth) (Corporations Act) restricts KMP and their closely related parties from voting in their own right and/or as Proxies in certain circumstances in respect of such resolutions.

www.torianresources.com

Torian Resources NL ABN: 72 002 261 565

A “closely related party” is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by the KMP.

In accordance with the requirements of the Corporations Act, the Company will disregard any votes cast on Item 2 by or on behalf of a member of the KMP named in Torian’s Remuneration Report or that KMP’s closely related parties, unless the vote is cast by a person as Proxy for a person entitled to vote in accordance with a direction on the Proxy Form.

3. Election of Directors

Clause 108 of the Company’s Constitution requires one third of the Directors to retire at every Annual General Meeting. A retiring Director shall be eligible for re-election. Mr Ian Johns retires in accordance with the Constitution and, being eligible, offers himself for re-election.

Mr Ian Johns is a substantial shareholder of the Company and has long been the major supporter of the Company through the provision of his funds. Mr Ian Johns has been involved in all aspects of the management of the company and is the principal connection with Varun Industries which lead directly to the company's interest in the Vatovorona Gold Project joint venture in Madagascar. Mr Ian Johns is integral in the current negotiations with Varun to secure further projects in Madagascar on favourable terms.

The Directors (other than Mr Ian Johns) unanimously recommend that you vote in favour of this resolution.

On the 16[th] December 2011 the Company announced the appointment of Mr Mark Cashmore as a Director of the Company.

Under the Listing Rules, approval is required from Shareholders for any appointment of a Director, either prior or post-appointment.

Mr Mark Cashmore has a broad range of business development and consulting experience, including project management, risk management, occupational workplace health and safety expertise and marketing. He currently consults to utility companies and government bodies on risk mitigation with a particular focus on occupational workplace health and safety (OWHS).

The Directors (other than Mr Mark Cashmore) unanimously recommend that you vote in favour of this resolution.

4. Increase Non-Executive Directors Remuneration

The maximum remuneration payable by the Company to non-executive Directors is determined by Shareholders at a General Meeting and may not be increased without the prior approval of Shareholders, as required under clause 79 of the Company’s constitution and ASX Listing Rule 10.17.

The maximum aggregate remuneration of non-executive Directors is currently $30,000 per year. This cap includes all fees and superannuation contributions paid to non-executive Directors

www.torianresources.com

Torian Resources NL ABN: 72 002 261 565

All elements of the remuneration of non-executive Directors for the financial year ended 31 December 2011 are disclosed in detail in the Remuneration Report for that financial year. The Company’s policy is to adequately remunerate non-executive Directors at market rates for comparable companies for their time, commitment and responsibilities.

The Company is committed to maintaining a Board that has an appropriate mix of skills and experience to be an effective decision-making body; and ensuring that it is comprised of Directors who contribute to the successful management of the Company and discharge their duties having regard to the law and the highest standards of corporate governance.

Increasing the aggregate remuneration provides the Company with the capacity be able to appoint a further non-executive director with the appropriate mix of skills and experience as required by the Company from time to time.

VOTING EXCLUSION STATEMENT: The Company will disregard any votes cast on Item 4 by a Director of the Company or an associate of a Director unless the vote is cast as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form.

www.torianresources.com

PROXY FORM Annual General Meeting

All correspondence to:

TORIAN RESOURCES NL

ABN 72 002 261 565

Advanced Share Registry Services PO Box 1156 Nedlands WA 6909 Australia Enquiries: +61 8 9389 8033 Facsimile: +61 8 9389 7871 www.advancedshare.com.au

Name Address 1 Name Address 2 Name Address 3 Name Address 4

Appointment of Proxy

Torian Resources NL hereby gives notice that the General Meeting of the Company will be held at: The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000 at 11.00am on Wednesday, 30 May 2012. If appointing a proxy to attend the General Meeting on your behalf, please complete this form and submit it in accordance with the directions on the reverse of the page.

I/We being member/s of Torian Resources NL and entitled to attend and vote hereby appoint:

The Chairman of the Write here the name of the person you Meeting OR are appointing if this person is someone  (mark with an “X”) other than the Chairman of the Meeting. Write here the name of the other person or failing him/her you are appointing.

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting and at any adjournment of that meeting.

% of the ordinary shares I/we hold.

This proxy is to be used in respect of

If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your

proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will  be disregarded because of that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution. If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – mark  or  to indicate your direction

Voting directions to your proxy – markorto indicate your direction
ITEM	For	Against	Abstain
1. Annual Report	No Vote Required
2. Remuneration Report			
3. Election of Directors: Mr Ian Johns Mr Mark Cashmore	 	 	 
4. Increase Non-Executive Directors Remuneration			

If you mark the “Abstain” box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

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Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3
Sole Director & Sole Company Director Director / Company Secretary
Secretary
Contact Contact
Dated:
Name: Phone:
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ABN: 72 002 261 565

Torian Resources NL

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre-printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note you cannot change ownership of your Shares using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

3. You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company or you may copy this form. To appoint a second proxy you must:

4. on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or the number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5. return both forms together in the same envelope.

6. A proxy need not be a shareholder of the Company.

7. If you mark the “Abstain” box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

8. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

9. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

10. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form. Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address below not later than 11.00am on 28 May 2012 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting. Documents may be lodged by:

Email to: ehansen@torianresources.com

Post to: Torian Resources NL, PO Box R353 ROYAL EXCHANGE NSW 2000 Facsimile to: 02 9247 7055

Or by posting or delivering to the Registered Office, being Level 10, 15-17 Young Street, Sydney NSW 2000.

www.torianresources.com