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26 April 2013

Company Announcements Office ASX Limited Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir

ANNUAL GENERAL MEETING

Torian Resources NL’s Annual General Meeting will be held at 11am on Thursday, 30[th] May 2013 at the Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW.

A copy of the Notice of the Annual General Meeting together with the accompanying Explanatory Statement and Proxy Form follow. This is being mailed to Shareholders today together with a copy the Annual Report to those Shareholders who have requested the same.

Please note that the 2012 Annual Report of the Company comprises only those documents previously lodged with ASX.

Yours sincerely

Elissa Hansen Company Secretary

ABN: 72 002 261 565 Unit 12, 263-269 Alfred Street North Sydney NSW 2060 Australia

Phone +61 2 9923 1786 Fax +61 2 9923 1371 [email protected] www.torianresources.com

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ABN 72 002 261 565

NOTICE OF

ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Thursday, 30[th] May 2013

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 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 2013 Annual General Meeting of Shareholders of Torian Resources NL will be held at held at 11:00am on Thursday, 30 May 2013 at The Gallipoli Club, 2nd Floor Function Room, 12 Loftus Street, Sydney NSW 2000 for the purpose of transacting the following business:

AGENDA

1. Annual Report

To receive and consider the Financial Report and the Reports of the Directors and Auditor for the year ended 31 December 2012.

2. Remuneration Report

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

“To adopt the Remuneration Report for the year ended 31 December 2012.”

Voting Exclusion: The Company will, in accordance with the requirements of the Corporations Act, disregard any votes cast on Item 2 by or on behalf of a member of the Key Management Personnel (KMP’s) named in Torian Resources’ 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

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

(a) “That, for the purpose of Clause 78 of the Constitution, and all other purposes, Mr Nathan Taylor, a Director who was appointed on 7 March 2013, retires and, being eligible, is re-elected as a Director.”
(b) “That, for the purpose of Clause 78 of the Constitution, and all other purposes, Mr Sunil Dhupelia, a Director who was appointed on 7 March 2013, retires and, being eligible, is re-elected as a Director.”
(c) “That Mr Jason Hou is elected as a Director.”

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 2013, the aggregate maximum sum available for the remuneration of all non-executive Directors be increased from $60,000 per year to $250,000 per year.”

Voting Exclusion: 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.

5. Ratification of Prior Issue of Shares, Options and Convertible Notes

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

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the past issue of:

(a) 136,690,667 Shares to La Jolla Cove Investors, Inc, for the mutual termination of the La Jolla Funding Agreement;
(b) 80,000,000 Shares and 80,000,000 unlisted Options to wholesale or sophisticated investors;
(c) Secured Convertible Notes to the value of $170,000 to wholesale or sophisticated investor clients of Greenard Willing Pty Ltd; and

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Torian Resources NL

ABN: 72 002 261 565

(d) 23,064,773 fully paid ordinary Shares to wholesale or sophisticated investors

on the terms and conditions as summarised in the accompanying Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 5(a) by La Jolla Cove Investors, Inc and their associates; 5(b) by Indigenous Monetary Fund Pty Limited and any of their associates; 5(c) by Marbrijen Pty Ltd and Iain Robert Mcewin and any of their associates; 5(d) by Coulston & Payne Group of Companies Pty Ltd and David Jonas and any of their 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.

6. Consolidation of Capital

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

“That pursuant to Section 254H of the Corporations Act and Article 47 of the Company’s constitution and for all other purposes, the issued capital of the Company be consolidated on the basis that:

(a) every 20 shares be consolidated to 1 share; and
(b) every 20 options be consolidated to 1 option

and where this consolidation results in a fraction of a share or option the Directors are authorised to round that fraction down to the nearest whole share or option, with consolidation to occur on a date announced to the ASX on the terms and conditions set out in in the Explanatory Memorandum accompanying this Notice of Meeting.”

7. Approval for Additional Share Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special resolution:

“That, for the purpose of ASX Listing Rule 7.1A and for all other purposes, Shareholders approve giving the Company an additional ten percent (10%) capacity to issue equity securities in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast on Item 7 by any person who may participate in the issue of equity securities under this resolution and a person who might obtain a benefit, except a benefit solely in the capacity as a holder of ordinary Shares, if the resolution is passed and any associates of that person. 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.

8. Approval of Issue of Shares to Related Parties

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

“Subject to the passing of the resolution in Item 6, that, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act Shareholders approve the issue of:

(a) 5 million Shares to Nathan Taylor or his nominee;
(b) 5 million Shares to Sunil Dhupelia or his nominee;
(c) 5 million Shares to Jason Hou or his nominee;
(d) 5 million Shares to Ian Johns or his nominee; and

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item: 8(a) by Nathan Taylor or any of his associates; 8(b) by Sunil Dhupelia or any of his associates; 8(c) by Jason Hou or any of his associates; and 8(d) Ian Johns and 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.

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Torian Resources NL

ABN: 72 002 261 565

9. Approval of Issue of Shares

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

“Subject to the passing of the resolution in Item 6, that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 20 million Shares to Austinvestments Pacificasia Consulting Pty Ltd or its nominee on the terms and conditions as set out in the accompanying Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 9 by Austinvestments Pacificasia Consulting Pty Ltd and any of its 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.

10. Approval of Issue of Shares

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

“Subject to the passing of the resolution in Item 6, that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of:

(a) 1,595,000 Shares to Hall Earthworks Pty Limited or its nominee;
(b) 2,300,000 Shares to Traverse Accountants or its nominee;
(c) 1,819,500 Shares to Novus Capital Limited or its nominee;
(d) 932,635 Shares to Gye & Associates or its nominee;
(e) 414,000 Shares to Ron Nolte or his nominee

on the terms and conditions as set out in the accompanying Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 10 by Hall Earthworks, Traverse Accountants, Novus Capital, Gye & Associates, Ron Nolte and any of their 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.

11. Approval of Issue of Shares

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

“Subject to the passing of the resolution in Item 6, that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of 9,379,111 fully paid ordinary Shares to Mrs Wendy Edwards on the terms and conditions as set out in the accompanying Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 11 by Mrs Wendy Edwards and any of her 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.

12. Placement

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

“Subject to the passing of the resolution in Item 6, that, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the allotment and issue of up to 55,555,556 fully paid ordinary Shares to sophisticated investors on the terms and conditions as summarised in the accompanying Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 12 by anyone who may participate in the Placement and any of their 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.

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Torian Resources NL ABN: 72 002 261 565

13. Participation by a Director in Placement – Nathan Taylor

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

“Subject to the passing of the resolutions in Item 6 and 12 that, for the purpose of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 16,666,667 fully paid ordinary Shares to Mr Nathan Taylor (or his nominee) as part of Placement in Item 12 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 13 by Mr Nathan Taylor (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.

14. Participation by a Director in Placement – Sunil Dhupelia

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

“Subject to the passing of the resolutions in Item 6 and 12 that, for the purpose of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 16,666,667 fully paid ordinary Shares to Mr Sunil Dhupelia (or his nominee) as part of Placement in Item 12 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 14 by Mr Sunil Dhupelia (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.

15. Participation by a Director in Placement – Jason Hou

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

“Subject to the passing of the resolutions in Item 6 and 12 that, for the purpose of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 16,666,667 fully paid ordinary Shares to Mr Jason Hou (or his nominee) as part of Placement in Item 12 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 15 by Mr Jason Hou (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.

16. Participation by a Director in Placement – Ian Johns

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

“Subject to the passing of the resolutions in Item 6 and 12 that, for the purpose of ASX Listing Rule 10.11, Chapter 2E of the Corporations Act and for all other purposes, approval is given for the Directors to allot and issue up to 16,666,667 fully paid ordinary Shares to Mr Ian Johns (or his nominee) as part of Placement in Item 12 and on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 16 by Mr Ian Johns (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.

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Torian Resources NL

17. Capital Raising

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

That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to allot and issue up to that number of fully paid ordinary Shares that, when multiplied by the issue price will raise up to $500,000 on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 17 by any person who may participate in the proposed issue and a person who may obtain a benefit, except a benefit solely in the capacity of a security holder, 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.

A proxy form is attached.

To be valid, properly completed forms must be received by the Company no later than 11am (EST) on 28 May 2013:

By email to [email protected]
By post to PO Box 383, North Sydney NSW 2059
By facsimile to 02 9923 1371
By post or delivery to the Registered Office, being: Unit 12, 263-269 Alfred Street, NORTH SYDNEY NSW 2060

By Order of the Board

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Elissa Hansen Company Secretary

22 April 2013

The Explanatory Statement provides additional information on matters to be considered at the Annual 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 Annual General Meeting are those who are registered Shareholders of the Company at 11am (EST) on 28 May 2013.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

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Torian Resources NL ABN: 72 002 261 565

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 Shareholders in connection with the business to be conducted at the Annual General Meeting to be held at 11am on Thursday, 30 May 2013 at The Gallipoli Club, 2nd 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.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement.

1. Annual Report

Shareholders have been notified that the Torian Resources NL Annual Report for the year ended 31 December 2012 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

2.1 General

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 executives of the Company (if any).

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.

2.2 Voting Consequences

Under the Corporations Act, companies are required to put to shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company ( Spill Resolution ) if, at consecutive annual general meetings, at least 25% of the votes cast on the remuneration report are voted against the adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings.

If more than 50% of votes are cast in favour of a Spill Resolution, the company must convene a shareholder meeting ( Spill Meeting ) within 90 days of the second annual general meeting. At that meeting, all directors who were in office at the time of the directors’ report, other than the managing director, will cease to hold office immediately before the Spill Meeting. Those persons who are elected or re-elected at the Spill Meeting will be the directors of the company. Note those directors who ceased to hold office immediately prior to the Spill Meeting may stand for re-election.

2.3 Previous Voting Results

At the Company’s last Annual General Meeting the resolution to adopt the remuneration report was passed unanimously on a show of hands. Accordingly, a Spill Resolution is not relevant to this Annual General Meeting.

2.4 Voting

Shareholders appointing a proxy to vote on this Resolution should note that if you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy, you must direct your proxy how to vote on this Resolution. Any undirected proxies granted to these persons will not be voted and will not be counted in calculating the required majority if a poll is called on this Resolution.

If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included

in the Remuneration Report, or a Closely Related Party of such a member), you do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you must expressly acknowledge and authorise the Chair to exercise your proxy on this Resolution (except where you have indicated a different voting intention on the proxy form) even if he has an interest in the outcome of the Resolution. You do this by marking both the first box to appoint the chair as your poxy and the second box on the proxy form.

If you appoint any other person as your proxy, you do not need to direct your proxy how to vote on this Resolution, and you do not need to mark any further acknowledgement on the Proxy Form.

3. Election of Directors

3.1 General

On 11 March 2013, the Company announced that Nathan Taylor and Sunil Dhupelia had joined the Board of Torian Resources NL and that Mark Cashmore had resigned as a director of the Company.

Clause 78 of the Company’s Constitution allows Directors to appoint any other qualified person to fill a casual vacancy or as an addition to existing directors provided that the total number of directors shall not exceed the maximum number as specified by the Constitution.

Any Director appointed, holds office only until the next Annual General Meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who retire by rotation (if any) at that meeting,

Nathan Taylor and Sunil Dhupelia who retire in accordance with Clause 78, being eligible seek re-election.

Note that Clause 108 requires that one third of Directors retire by rotation and if their number is not a multiple of three, then the nearest number but not exceeding one third shall retire. As Nathan and Sunil cannot be taken into account in determining who retire by rotation, and there are only two other directors, neither of them is required to retire at this meeting.

The following background information is provided about Nathan Taylor and Sunil Dhupelia:

3.2 Nathan Taylor

Nathan Taylor holds a Bachelor of Commerce and a Bachelor of Laws from Bond University.

Nathan Taylor has successful experience in establishing and managing mining companies. He currently holds Non-Executive Director positions at Stonewall Resources Limited (ASX:SWJ), Kogi Iron Limited (ASX:KFE) and Mandalong Resources Limited (ASX:MDD). Nathan has significant M&A and Capital Markets experience having worked on numerous domestic and cross border transactions throughout his career.

Most recently, Nathan Taylor was Head of Mergers and Acquisitions at BBY Limited and prior to this he was Head of Capital Markets at StoneBridge Group. Nathan brings deep experience in capital raising, banking and finance matters as well as M&A activities across numerous jurisdictions including Africa, Asia and South America.

3.3 Sunil Dhupelia

Sunil Dhupelia holds a Bachelor of Commerce and a Bachelor of Laws from University of Queensland.

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Torian Resources NL ABN: 72 002 261 565

Sunil Dhupelia has almost a decade of corporate transaction and advisory experience. He began his career in law before joining Merrill Lynch's investment banking division. During his time with Merrill Lynch he was involved in numerous equity capital market transactions for many of Australia's and Asia's largest companies. He is currently non-executive chairman of Mandalong Resources Limited (ASX:MDD).

3.4 Jason Hou

The Directors have invited Mr Jason Hou to join the Board. Accordingly, this Resolution seeks Shareholder approval for the election of Jason Hou as a director of the Company.

Jason Hou has a professional background in finance and accounting sectors. He has worked in numerous M&A transactions for listed Company restructuring and capital sourcing in Australia and East-Asia. Jason is a cofounder of Bligh Resources Ltd (ASX:BGH), a resources company focused in Manganese exploration in Australia that was listed on the ASX in 2011.

Jason is a Director and Co-founder of Mandalong Resources Limited (ASX:MDD) that was listed in December 2012.

Peter Ashcroft and Ian Johns recommend that shareholders vote in favour of the election of Nathan Taylor, Sunil Dhupelia and Jason Hou as Directors of the Company.

5. Ratification of prior issue of Shares, Options and Convertible Notes

5.1 ASX Listing Rule 7.1 and 7.4

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.

ASX Listing Rule 7.4 allows for subsequent Shareholder approval if the Company did not breach ASX Listing Rule 7.1 at the time of issue and the holders of ordinary Shares subsequently approve it.

Although Shareholder approval was not required for the issue of the Shares, Options and Convertible Notes the subject of these Resolutions, the Company now seeks Shareholder approval for these issues in the manner provided by ASX Listing Rule 7.4 because this will enable the Company to retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval. These Shares, Options and Convertible Notes were issued on a pre-consolidation basis.

5.2 ASX Listing Rule 7.5 requirements

5.2.1 Shares Issued to La Jolla Cove (5(a))

4. Increase Non-Executive Directors Remuneration

The maximum remuneration payable by the Company to all 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 for non-executive Directors is currently $60,000 per year. This cap includes all fees and superannuation contributions paid to all non-executive Directors as a whole (i.e. the $60,000 is the total amount payable to all non-executive directors, not to each individual non-executive director). The allocation or amount payable to each individual director is determined by the Board.

All elements of the remuneration of non-executive Directors for the financial year ended 31 December 2012 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.

Whereas in the past, the Board has been comprised of a majority of executive directors whose remuneration is not included in the total amount payable to non-executive directors, it is anticipated that going forward there will be a majority of non-executive directors. Accordingly, the total amount payable should be increased to accommodate the increase in the number of non-executive directors. Note that it is not anticipated that there will be substantially more directors than in the past, just that they will be non-executive rather than executive directors.

This Resolution is seeking to increase the aggregate amount payable to all non-executive directors to $250,000. This means that, if this Resolution is approved by Shareholders, the maximum amount payable in total to all four non-executive directors would be $250,000; not $250,000 per director. Also note that the Board may elect not to pay this full amount to nonexecutive directors.

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

On 25 May 2012, the Company issued 136,690,667 Shares to La Jolla Cove Investors, Inc. (“Settlement Shares”) pursuant to a settlement agreement for the mutual termination of the funding agreement and cancellation of the Purchase Agreement and Convertible Note. Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1(a):

(a) A total of 136,690,667 Shares were allotted;
(b) The issue price was $0.0015 per Share;
(c) The Shares issued were all fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares except that La Jolla Cove agreed not to sell any of the Settlement Shares during the sixty (60) days following the settlement and to limit its sales to the greater of $14,000 per month, or seven per cent (7%) of the Settlement Shares;
(d) The Shares were allotted and issued to La Jolla Cove Investors, Inc. La Jolla Cove Investors, Inc. is not related to the Company; and
(e) The Funds raised from the issue of the Convertible Notes were used for working capital.

5.2.2 Shares and Option Issued (5(b))

On 30 May 2012, the Company announced it had accepted an offer of funding arranged by Greenard Willing Pty Ltd for the provision of at least $980,000 via a variety of mechanisms.

On 6 June 2012, the Company issued 80,000,000 Shares and 80,000,000 unlisted Options exercisable at $0.005 and expiring 15 December 2013 for a total consideration of $80,000, being a price of $0.001 per Share with a free attaching option to wholesale or sophisticated investor clients of Greenard Willing. This was the first tranche of funding.

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1(b):

(a) A total of 80,000,000 Shares and 80,000,000 unlisted Options were allotted;
(b) The issue price was $0.001 per Share each with a free attaching unlisted Option;
(c) The Shares issued were all fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares. The unlisted

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Torian Resources NL ABN: 72 002 261 565

Options have an exercise price of $0.005 and expire 15 December 2013;

(d) The Shares and Options were allotted and issued to Indigenous Monetary Fund Pty Limited. These sophisticated investors are not related to the Company; and
(e) The funds raised from this issue were used by the Company as working capital.

5.2.3 Convertible Notes (5(c))

On 10 July 2012, the Company entered into two (2) Convertible Note Agreements whereby sophisticated investors would lend a total of $170,000 to the Company as the second tranche of funding arranged by Greenard Willing Pty Ltd as described above.

The Convertible Notes have a zero interest rate and are convertible within 12 months of the Agreement, being 10 July 2013, at a 20% discount to the lowest Volume Weighted Average Price (VWAP) of the five trading days prior to the conversion.

Both Convertible Notes have been converted in full as at the date of this Notice.

Pursuant to and in accordance with ASX Listing Rule 7.5, the

following information is provided in relation to Item 5(c):

(a) The maximum number of securities allotted were two (2) Convertible Notes, the terms of which are set out in paragraph (c) below;
(b) The price at which the Securities were issued were $170,000, comprising $100,000 in respect of one Convertible Note and $70,000 in respect of the other Convertible Note;
(c) The terms of the Convertible Notes are as follows:
The Convertible Notes are issued pursuant two (2) Convertible Note Agreements for a total amount of $170,000;
One (1) Convertible Note has a face value of $100,000. The other Convertible Note has a face value of $70,000;
There is no interest payable of the Convertible Notes;
The Loan Term of each Convertible Note is 12 months from the date of the Agreement, being 10 July 2012, or any event of default by the Lender;
The Convertible Notes are secured by a fixed and floating charge which is a first ranking charge in favour of the Investor;
Each Convertible Note converts into that number of Shares calculated by dividing the face value of the Convertible Note by the conversion price. The conversion price of each Convertible Note, or part thereof, is calculated at a 20% discount to the lowest Volume Weighted Average Price (VWAP) of the five trading days prior to the conversion. (The Convertible Notes have both been converted in full and were converted to 212,500,000 fully paid ordinary Shares at an issue price of $0.0008 and the fixed and floating charge has been withdrawn);
Unless converted prior, the Loan amounts are repayable upon expiry of the term, being 10 July 2013;
The parties agree that any reorganisation of capital of the Company shall have no effect on the rights of parties under the Agreement;
The Convertible Note will not carry any entitlement to attend or vote at a general meeting of Shareholders nor any entitlement to participate in any future issues of securities by the Company;
Any Shares issued and allotted on conversion of the Convertible Notes will rank equally in all respects with other Shares on issue at the date of issue and allotment;
The Convertible Notes are not transferable unless the transferee is a sophisticated investor and the investor first obtains the written consent of the Company;
The Convertible Notes will not be quoted on ASX or any other securities exchange;
In the event of conversion Shares shall be issued within 3 business days.
(d) The Convertible Notes, the subject of this resolution, were issued to sophisticated investors who are not related to the Company;
(e) The funds raised from the issue of the Convertible Notes were used for working capital.

5.2.4 Shares Issued to Wholesale or Sophisticated Investors

(5(d))

On 13 July 2012, the Company issued 23,064,773 fully paid ordinary Shares in satisfaction of fees payable for services rendered. 9,289,773 Shares were issued at $0.0011 per Share and 13,775,000 Shares were issued at $0.00125 per Share. The Shares were issued to parties not related to the Company.

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Item 5 (d):

(a) A total of 23,064,773 Shares were allotted;
(b) The issue price of 9,289,773 Shares was $0.0011 per Share and the issue price of 13,775,000 Shares was $0.00125 per Share;
(c) The Shares issued were all fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(d) 5,600,000 Shares were allotted and issued to Mr David Jonas in settlement of fees payable for services rendered to the Company. 17,464,773 Shares were allotted and issued to Coulston & Payne Group of Companies Pty Limited in settlement of fees payable for services rendered to the Company. Mr David Jonas and Coulston & Payne Group of Companies Pty Limited are not related to the Company; and
(e) No Funds were raised from the issue of the Shares, the subject of this Item 5(d), however the issue of Shares extinguished a liability payable by the Company for services provided.

The Board recommends that Shareholders vote in favour of each of the four Resolutions in Item 5.

6. Share Consolidation

6.1 General

The Company proposes to consolidate its share capital through the conversion of every twenty (20) ordinary Shares in the Company into one (1) ordinary new Share in the Company. Under section 254H of the Corporations Act, a company may consolidate its shares if the consolidation is approved by an ordinary resolution of shareholders at a General Meeting.

6.2 Reason for the Consolidation

Torian Resources currently has a very large number of shares on issue (over 3.9 billion) due to historical equity based capital raisings. The number of shares is disproportionate to Torian’s peers, so the Company proposes to reduce this number by way of this share consolidation.

6.3 Fractions and Rounding

Where the consolidation of a shareholder’s holding results in an entitlement to a fraction of a share, the fraction will be rounded down to the nearest whole number of shares.

6.4 Effect of the Consolidation

If shareholders approve the proposed Share Consolidation, the number of Shares on issue will be reduced from approximately 3.9 billion to approximately 197 million shares. As the consolidation applies equally to

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Torian Resources NL ABN: 72 002 261 565

all of the Company’s shareholders, individual shareholdings will be reduced in the same ratio as the total number of the Company’s shares (subject only to the rounding of fractions). Therefore, it follows that the consolidation will have no material effect on the percentage interest of each individual shareholder in the Company.

For example, if a shareholder currently has 3,900,000 Shares representing approximately 0.1 percent of the Company’s issued capital, and the Share Consolidation is approved and implemented, the Shareholder will then have 195,000 Shares following the consolidation, representing the same 0.1 percent of the Company’s issued capital. Similarly, the aggregate value of each Shareholder’s holding (and Torian Resources market capitalisation) should not materially change – other than minor changes as a result of rounding – on the Share Consolidation alone (that is assuming no other market movements or impacts occur). However, the price per share can be expected to increase to reflect the reduced number of Shares on issue.

Shareholders should note that the reduction of Shares, if approved, will also have an effect on the Company’s share price.

6.5 Effect on Unlisted Options

If shareholders approve the proposed share consolidation, all unlisted options in the Company will be consolidated in the same ratio as the ordinary capital. That is, every twenty (20) unlisted Options in the company will be consolidated into one (1) unlisted Option.

The exercise price of the re-organised Options will be amended in inverse proportion to the consolidation ratio. That is, if the exercise price of an unlisted option was $0.01, the new exercise price for that unlisted Option will be $0.20 (20 cents).

6.6 Effect on Partly Paid Shares

In the event shareholders’ approve the consolidation, the partly paid shares will be consolidated on the same basis of ordinary capital whereby every twenty (20) partly paid shares held will convert to one (1) new partly paid share. Any amount unpaid on the shares being converted will be divided equally among the replacements shares in accordance with section 254H (3) of the Corporations Act.

6.7 Timetable for Consolidation

If approved by shareholders, the following timetable will apply to the consolidation.

consolidation.
30/05/2013	Shareholder Approval
31/05/2013	Last day of trading pre-reorganisation
03/06/2013	Trading on a Deferred Settlement Basis
07/06/2013	Last day for transfers pre-reorganisation
11/06/2013	Notices sent to shareholders providing details of
	holdings pre and post consolidation
17/06/2013	Despatch Date – deferred settlement ends
18/06/2013	Normal trade

6.8 Tax Implications for Shareholders

The summary in this section is general in nature. In addition, particular taxation implications will depend upon the circumstances of each shareholder. Accordingly, shareholders are encouraged to seek and rely only on their own professional advice in relation to their tax position. Neither the Company nor any of its officers, employees or advisors assumes any liability or responsibility for advising shareholders about the tax consequences for them from the proposed share consolidation.

The Share Consolidation will be undertaken in accordance with section 254H of the Corporations Act. Subject only to rounding, there will be no change to the proportionate interests held by each shareholder in the Company as a result of the consolidation.

The Share Consolidation will occur through the conversion of every twenty (20) ordinary Shares in the Company into one (1) ordinary Share in the Company. No capital gains tax (CGT) event will occur as a result of the

Company Share Consolidation and therefore there should be no taxation implications arising for the Company’s Shareholders.

6.9 Directors’ Recommendations

The Company’s Directors unanimously recommend that Shareholders vote in favour of the Share Consolidation. Each Director intends to vote all the Company’s Shares controlled by him in favour of the proposed Share Consolidation.

The Chairman of the Meeting intends to vote undirected proxies in favour of this Resolution.

6.10 No Other Material Information

Other than as set out in this document, and information previously disclosed to the Shareholders of the Company, there is no other information that is known to the Company’s Directors which may reasonably be expected to be material to the making of a decision by the Company’s Shareholders regarding whether or not to vote in favour of the Share Consolidation.

7. Approval of Additional Share Placement Capacity

7.1 General

ASX Listing Rule 7.1A provides that an Eligible Entity may seek Shareholder approval at its Annual General Meeting to allow it to issue Equity Securities up to 10% of its issued capital ( Additional Placement Capacity ). For the purposes of ASX Listing Rule 7.1A an ‘eligible entity’ is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. Torian Resources is an ‘eligible entity’. The Additional Placement Capacity is in addition to the Company’s 15% placement capacity under ASX Listing Rule 7.1 and, as such, if the Additional Placement Capacity is approved, the Directors will be allowed to issue equity securities of up to 25% of the Company’s issued share capital without prior approval from shareholders.

The Company seeks shareholder approval by way of a special resolution to have the ability to issue equity securities under the Additional Placement Capacity, should the need arise.

As a special resolution at least 75% of votes cast by Shareholders eligible to vote at the meeting must be in favour of the resolution for it to be passed.

7.2 ASX Listing Rule 7.1A Requirements

Pursuant to ASX Listing Rule 7.1A.3 the issue price for each security issued under the Additional Placement Capacity will not be less than 75% of the volume weighted average price for securities in that class over the 15 trading days on which trades in that class were recorded immediately before:

the date on which the price at which the securities are to be issued is agreed; or
if the securities are not issued within 5 trading days of the date above, the date on which the securities are issued.

The issue of equity securities under the Additional Placement Capacity may result in voting dilution of existing ordinary shareholders (as shown in the table below). There is also the risk that:

the market price for equity securities in that class may be significantly lower on the issue date than on the date of the Annual General Meeting; and
the equity securities may be issued at a price that is at a discount to the market price for those equity securities on the issue date.
Equity securities under the Additional Placement Capacity may be issued until the earlier of:
the date that is 12 months after the date of the Annual General Meeting at which the approval is obtained; or
the date of approval by ordinary shareholders of a significant change to the Company’s activities under ASX Listing Rule 11.1.2 or the date of

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Torian Resources NL ABN: 72 002 261 565

approval by ordinary shareholders of a disposal of a major asset under ASX Listing Rule 11.2.

To be clear, any approval of the Additional Placement Capacity at this Annual General Meeting will cease to be valid in the event that ordinary shareholders approve a transaction under ASX Listing Rule 11.1.2 or 11.2.

The Company may issue equity securities under the Additional Placement Capacity for the following purposes:

non-cash consideration: for the acquisition of new assets and investments (in such circumstances the Company will provide a valuation of the non-cash consideration as required by ASX Listing Rule 7.1A.3); or
cash consideration: to raise funds for the exploration and development of the Company’s existing assets, the acquisition of new assets or investments (including assets associated with such acquisition), to repay debt or to fund working capital.

The Company will comply with the disclosure obligations under Listing Rules 7.1A(4) and 3.10.5A upon issue of any Equity Securities.

The Company’s allocation policy for issues under the Additional Placement Capacity is dependent on prevailing market conditions at the time of any proposed issue. The identity of the allottees of the equity securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:

the purpose of the issue;
the methods of raising funds that are available to the Company, including rights issues or other issues in which existing shareholders may participate;
the effect of the issue of the equity securities on the control of the Company;
the financial situation and solvency of the Company;
prevailing market conditions; and
advice from the Company’s advisors.

As the Company has no current plans to undertake a new capital raising, the allottees under the Additional Placement Capacity have not yet been determined but if such an exercise was undertaken, allottees may include existing substantial shareholders and/or new shareholders who are not related parties or associates of a related party of the Company.

Further, if the Company is successful in acquiring new resources, assets or investments, it is likely that the allottees under the Additional Placement Capacity will be vendors of the new resources, assets or investments.

ASX Listing Rule 7.1A was introduced in August 2012 and as such, the Company has not previously obtained approval for the Additional Placement Capacity.

A voting exclusion statement has been included in this Notice. However, as at the date of this Notice, the Company has not approached any particular existing Shareholders to participate in the issue of equity securities under the Additional Placement Capacity. No existing Shareholders’ votes will therefore be excluded under the voting exclusion in the Notice.

When the Company issues equity securities pursuant to the Additional Placement Capacity, it will give to ASX:

a list of the allottees of the equity securities and the number of equity securities allotted to each (not for release to the market), in accordance with Listing Rule 7.1A.4; and
(i) two examples where variable “A” has increased, by 50% and 100%. Variable “A” is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders’ meeting or any resolutions passed at this Meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.

""		Dilution	Dilution
Variable A Number of Shares on Issue	Issue Price (per Share)	$0.0005 50% decrease in Issue Price	$0.001 Issue Price	$0.002 50% Increase in Issue Price




3,938,603,767 (Current number of Shares on Issue)	10% Voting Dilution	393,860,377 Shares	393,860,377 Shares	393,860,377 Shares
	Funds Raised	$196,930	$393,860	$787,721
	10% Voting Dilution	5,907,905,651 Shares	5,907,905,651 Shares	5,907,905,651 Shares
5,907,905,651 (50% increase in Shares on Issue)
	Funds Raised	$295,395	$590,791	$1,181,581

7,877,207,534 (100% increase in Shares on Issue)	10% Voting Dilution	787,720,753 Shares	787,720,753 Shares	787,720,753 Shares
	Funds Raised	$393,860	$787,721	$1,575,442

Table 1

The above table is based on the following assumptions:

The number of shares on issue (variable “A”) is calculated as at 22 April 2013.
The Company issues the maximum number of equity securities available under the Additional Placement Capacity.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table shows only the issue of equity securities under the Additional Placement Capacity and not under Listing Rule 7.1.
The issue of equity securities under the Additional Placement Capacity includes only Shares.
The issue price of $0.001 was the closing price of shares on ASX on 22 April 2013, the date of this notice.

Table 2 following shows the dilution of existing Shareholders on the basis that all Resolutions put to Shareholders at this Meeting are passed, including the consolidation of Share capital on a 1 for 20 basis. It assumes an initial Share price based on the Share price as at the date of this Notice divided by 20. Note the actual Share price as at the issue date of securities may be significantly less than this price. This price is used for example purposes only.

the information required by Listing Rule 3.10.5A for release to the market.

Table 1 following shows the dilution of existing Shareholders calculate in accordance with the formula outlined in ASX Listing Rule 7.1A(2) on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A(2) as at the date of this Notice.

The table also shows:

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Torian Resources NL

ABN: 72 002 261 565

Variable "A" Number of Shares on Issue if all Resolutions Passed (excluding Item 17)		Dilution	Dilution

	Issue Price (per Share)	$0.01 50% decrease in Issue Price		$0.04 50% Increase in Issue Price
			$0.02 Issue Price



	10% Voting Dilution	80,892,599 Shares	80,892,599 Shares	80,892,599 Shares
808,925,990
	Funds Raised	$808,926	$1,617,852	$3,235,704
	10% Voting Dilution	121,338,899 Shares	121,338,899 Shares	121,338,899 Shares
1,213,388,986 (50% increase in Shares on Issue)
	Funds Raised	$1,213,389	$2,426,778	$4,853,556

1,617,851,981 (100% increase in Shares on Issue)	10% Voting Dilution	161,785,198 Shares	161,785,198 Shares	161,785,198 Shares
	Funds Raised	$1,617,852	$3,235,704	$6,471,408

Table 2

The above table is based on the following assumptions:

The number of shares (variable “A”) used in this example is 808,925,990 comprising:
3,938,603,767 Shares on Issue as at the date of this Notice;
Consolidated on a 1 for 20 basis resulting in a total number of shares of 196,930,188;
20,000,000 Shares issued under Item 8;
20,000,000 issued under Item 9
7,061,135 Shares issued under Item 10;
9,379,111 Shares issued under Item 11;
55,555,556 Shares issued under Item 12.

Note the Shares the subject of Item 17 have not been included in this example as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

The Company issues the maximum number of equity securities available under the Additional Placement Capacity.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue.
The table shows only the issue of equity securities under the Additional Placement Capacity and not under Listing Rule 7.1.
The issue of equity securities under the Additional Placement Capacity includes only shares.
The issue price of $0.02 is based on the closing price of Shares on ASX on 22 April 2013, the date of this Notice divided by 20, the basis of consolidation of capital. Note this is an arbitrary Share price and as such is not given as an indication of what the Share price may be following consolidation of the share capital.

The Board recommends that Shareholders vote in favour of Item 7.

8. Approval of Issue of Shares to Related Parties

8.1 Background

On 25 February 2013, the Company announced it has signed an Agreement with an Investor Group. That agreement, inter alia , included a loan to the Company of $250,000, which was used to pay outstanding creditors and for working capital; called for Torian and the Investor Group to access a number of resource and mineral projects in Africa; and for the Investor Group to arrange or provide future funding for advancement of the African resource and mineral projects. As part of that Agreement Torian agreed that it would seek Shareholder approval for the issue of up to 40 million

Torian Shares at an issue price of A$0.001 per share (on a post consolidation basis) to be allocated to key advisors who assisted with: providing the loan to the Company; introducing a number of resource and mineral projects in Africa; and recapitalising the company and those who will assist with further capital raising/s and the future promotion of Torian. 20 million of those Shares, subject to Shareholder approval, are to be issued to related parties the subject of this Item. Four separate Resolutions are to be put to Shareholders, each for approval of the issue of 5 million Shares to each of the four related parties. Nathan Taylor, Sunil Dhupelia, Jason Hou and Ian Johns are, subject to the passing of the resolutions in Item 3, all related parties to the Company as they are directors. Shareholder approval is being sought to issue 5 million Shares to each of these directors as these directors are directly responsible for seeking a proposed new project; securing finance to secure that project and the costs of re-capitalisation of the Company; and the promotion of the Company to obtain these funds and the project.

The Board has determined that the issue of Shares to Directors is an appropriate form of long-term incentive for the Company’s key personnel and those persons essential for the ongoing operation of the Company.

The remaining 20 million Shares for a total of 40 million Shares are to be issued to a non-related party under Item 9.

Subject to the passing of the resolution in Item 6, the Company is seeking Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for the issue of a Shares to related parties to the Company.

8.2 Technical information required by ASX Listing Rules and Corporations Act

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

(a) The recipient of the Securities are:
Nathan Taylor, or his nominee;
Sunil Dhupelia, or his nominee;
Jason Hou, or his nominee; and
Ian Johns, or his nominee.
(b) The maximum number of securities to be issued is 20,000,000 fully paid ordinary Shares divided equally among the 4 parties being 5,000,000 Shares each;
(c) The issue and allotment of the securities will occur as soon as practical but no later than one month after the date of this Meeting or such later time as deemed appropriate by an ASX waiver;
(d) The recipients are related to the Company as Nathan Taylor, Sunil Dhupelia, Jason Hou and Ian Johns are all, subject to the passing of the resolutions in Item 3, directors of the Company;
(e) The issue price of the shares is $0.001 per Share. The Shares are fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(f) A voting exclusion statement is included in the Notice of Meeting;
(g) No funds will be raised from the issue of these shares.

Pursuant to ASX Listing Rule 7.2, as approval for the issue of the Shares referred to in Item 8 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

In addition to Listing Rule 10.11, approval of Shareholders of the issue of Shares (financial benefit) to related parties is being sought pursuant to section 208(1)(a) of the Corporations Act. In accordance with section 219 of the Corporations Act, the Company discloses the following information:

(i) The related parties to whom the proposed resolution would permit a financial benefit to be given:

Nathan Taylor, or his nominee;

Sunil Dhupelia, or his nominee;

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Torian Resources NL ABN: 72 002 261 565

Jason Hou, or his nominee; and

Ian Johns, or his nominee.
(ii) The nature of the financial benefits: 20 million fully paid ordinary Shares in the Company at an issue price of $0.001. These are to be divided equally among the four parties for 5 million Shares each and put to Shareholders as separate ordinary resolutions.
(iv) Directors’ recommendations: Peter Ashcroft recommends that Shareholders vote in favour of this Item 8 and the resolutions in 8(a), (b), (c) and (d) to issue 5 million shares to each of Nathan Taylor, Sunil Dhupelia, Jason Hou and Ian Johns, or their nominees. Peter Ashcroft has determined that the issue of Shares to Directors is an appropriate form of long-term incentive for the Company’s key personnel and those persons essential for the ongoing operation of the Company.

Nathan Taylor recommends that Shareholders vote in favour of the resolutions in Items 8(b), (c), and (d) to issue 5 million shares to each of Sunil Dhupelia, Jason Hou and Ian Johns, or their nominees. Nathan Taylor makes no recommendation as to voting on the resolution to issue Shares to himself or his nominee (Item 8(a)) as he has an interest in the outcome of that resolution.

Sunil Dhupelia recommends that Shareholders vote in favour of the resolutions in Items 8(a), (c), and (d) to issue 5 million shares to each of Nathan Taylor, Jason Hou and Ian Johns, or their nominees. Sunil Dhupelia makes no recommendation as to voting on the resolution to issue Shares to himself or his nominee (Item 8(b)) as he has an interest in the outcome of that resolution.

Jason Hou recommends that Shareholders vote in favour of the resolutions (Items 8(a), (b), and (d)) to issue 5 million shares to each of Nathan Taylor, Sunil Dhupelia and Ian Johns, or their nominees. Jason Hou makes no recommendation as to voting on the resolution to issue Shares to himself or his nominee (Item 8(c)) as he has an interest in the outcome of that resolution.

Ian Johns recommends that Shareholders vote in favour of the resolutions in Items 8(a), (b), and (c) to issue 5 million shares to each of Nathan Taylor, Sunil Dhupelia and Jason Hou, or their nominees. Ian Johns makes no recommendation as to voting on the resolution to issue Shares to himself or his nominee (Item 8(d)) as he has an interest in the outcome of that resolution.

(v) Director's interest in resolution: Nathan Taylor has an interest in the outcome of proposed Resolution in Item 8(a) as, if it is passed, he would be issued with 5 million Shares in the Company.
Sunil Dhupelia has an interest in the outcome of proposed Resolution in Item 8(b) as, if it is passed, he would be issued with 5 million Shares in the Company.

Jason Hou has an interest in the outcome of proposed Resolution in Item 8(c) as, if it is passed, he would be issued with 5 million Shares in the Company.

Ian Johns has an interest in the outcome of proposed Resolution in Item 8(d) as, if it is passed, he would be issued with 5 million Shares in the Company.

(vi) All other relevant information: If this Resolution is passed it will allow the Company to issue 20,000,000 new Shares which will have a dilutive effect on the existing Shareholders. The exact dilutive effect will depend on whether all other Resolutions put to Shareholders at this Annual General Meeting are passed. If all Resolutions are passed and all Shares are allotted, except those Shares that may be issued under Item 17 for the Capital Raising, the dilutionary effect on current

Shareholders will be 6.47%. Shares to be issued under Item 17 are not included as included in this calculation as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

The Table below shows the influence or control related parties may obtain if the proposed Shares are issued under Item 8. Shareholdings include indirect holdings and “%of IC” illustrates the director’s

shareholding as a percentage of total issued capital.

		S'holding if all Resolutions except Item 8 arepassed#	S'holding if all Resolutions including Item 8 arepassed#
	Current S'holding
Director
Nathan Taylor	0	16,666,667	21,666,667
	0.00%	5.77%	7.01%
% of IC
Sunil Dhupelia	0	16,666,667	21,666,667
	0.00%	5.77%	7.01%
% of IC
	0	16,666,667	21,666,667
Jason Hou
	0.00%	5.77%	7.01%
% of IC
	12,998,869	29,665,536	34,665,536
Ian Johns
	6.60%	10.27%	11.22%
% of IC
	28,098,869	44,765,536	49,765,536
If all Options Exercised*
	13.25%	14.72%	15.36%
% of IC

Ian Johns is the only participant in the issue who currently holds option. It is unlikely Ian Johns will exercise all of his options given the exercise price and expiry date of those options.

These amounts rely on each director subscribing for the full number of Shares offered to each of them in the Placement (Items 12 to 16). This is not possible as the total number of shares to be issued under the Placement is 55,555,556. So, while if one (or more) director does not subscribe to their allowance, each of the other directors may be able to take up their full 16,666,667 Shares, all four directors will not be able to subscribe for 16,666,667 Shares each as this would amount to 66,666,668, being 11,111,112 more Shares than the total number that can be issued under Item 12. Further, these amounts do not include the Shares the subject of Item 17 for the Capital Raising as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

From an economic and commercial point of view, the Directors consider that there are no material costs, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the issue of Shares under Item 8.

9. Approval of Issue of Shares

9.1 Background

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Torian Resources NL ABN: 72 002 261 565

Subject to the passing of the resolution in Item 6 for the Consolidation of Capital, these resolutions seek Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 20,000,000 ordinary Shares.

9.2 ASX Listing Rule 7.3

In compliance with the requirements of Listing Rule 7.3, Shareholders are advised of the following in relation to the issue of Shares:

(a) The maximum number of Shares to be issued is 20,000,000 fully paid ordinary Shares;
(b) If Shareholder approval is obtained at this Meeting, the Company will issue the Shares as soon as practicable, but in any event for the purposes of relying on the Shareholder approval obtained for this item, the New Shares will be issued no later than 3 months after this Annual General Meeting. The issue of new Shares may occur progressively, provided that any new Shares are issued no later than 3 months after the date of the Annual General Meeting.;
(c) The price at which the Shares are to be issued is $0.001;
(d) The Shares will be issued to Austinvestments Pacificasia Consulting Pty Ltd or its nominee.
(e) The Shares that are issued will rank equally in all respects with existing Shares from the issue date, in accordance with the terms of the Constitution.
(f) No funds will be raised from the issuing of the Shares.
(g) A voting exclusion statement is included in the Notice of Meeting.

The Board by recommends that Shareholders vote in favour of Item 9.

10. Approval of Issue of Shares

10.1 Background

Subject to the passing of the resolution in Item 6 for the Consolidation of Capital, these resolutions seek Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 7,061,135 ordinary Shares on a post consolidation basis.

The Shares to be issued in this Item are all to be issued to service providers of the Company to extinguish liabilities owed to them. None of the parties are related entities of Torian.

10.2 ASX Listing Rule 7.3

In compliance with the requirements of Listing Rule 7.3, Shareholders are advised of the following in relation to the issue of Shares:

(a) The maximum number of Shares to be issued is 7,061,135 fully paid ordinary Shares;
(b) If Shareholder approval is obtained at this Meeting, the Company will issue the Shares as soon as practicable, but in any event for the purposes of relying on the Shareholder approval obtained for this item, the New Shares will be issued no later than 3 months after this Annual General Meeting. The issue of new Shares may occur progressively, provided that any new Shares are issued no later than 3 months after the date of the Annual General Meeting.;
(c) The price at which the Shares are to be issued is $0.01;
(d) 1,595,000 Shares will be issued to Hall Earthworks Pty Ltd or its nominee; 2,300,000 Shares will be issued to Traverse Accountants or its nominee; 1,819,500 Shares will be issued to Novus Capital Pty Ltd or its nominee; 932,635 Shares will be issued to Gye & Associates; and 414,000 Shares will be issued to Ron Nolte.
(e) The new Shares that are issued will rank equally in all respects with existing Shares from the issue date, in accordance with the terms of the Constitution.
(f) No funds will be raised from the issuing of the Shares however they will extinguish liabilities owed by the Company.
(g) A voting exclusion statement is included in the Notice of Meeting.

The Board recommends that Shareholders vote in favour of Item 10.

11. Approval of Share Issue

11.1 Background

On or around 21 December 2013, the Company received a commercial loan in the sum of $75,000 from Mrs Wendy Edwards. These funds were used to pay creditors and for working capital.

Item 11, subject to the passing of the resolution in Item 6 for the Consolidation of Capital, seeks Shareholder approval pursuant to ASX Listing Rule 7.1 for the issue of 9,379,111 fully paid ordinary Shares on a post consolidation basis to Mrs Edward in repayment of this loan arrangement including the principle amount of $75,000 together with a 5% placement fee and interest calculated at 18% for a total of $84,412.00. Mrs Edwards is not a related party to the Company.

11.2 ASX Listing Rule 7.3

In compliance with the requirements of Listing Rule 7.3, Shareholders are advised of the following in relation to the issue of Shares:

(a) The maximum number of Shares to be issued is 9,379,111 fully paid ordinary Shares;
(b) If Shareholder approval is obtained at this Meeting, the Company will issue the Shares as soon as practicable, but in any event for the purposes of relying on the Shareholder approval obtained for this item, the New Shares will be issued no later than 3 months after this Annual General Meeting.;
(c) The price at which the Shares are to be issued is $0.009;
(d) The Shares will be issued to Mrs Wendy Edwards;
(e) The new Shares that are issued will rank equally in all respects with existing Shares from the issue date, in accordance with the terms of the Constitution;
(f) No funds will be raised from the issuing of the Shares however they will extinguish a loan owed by the Company to Mrs Edwards;
(g) A voting exclusion statement is included in the Notice of Meeting.

The Board recommends that Shareholders vote in favour of Item 11.

12. Approval of Placement

12.1 Background

Subject to the passing of the resolution in Item 6, Item 12 seeks Shareholder approval for the allotment and issue of 55,555,556 fully paid ordinary Shares to sophisticated investors on a post consolidation basis.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equities during any 12 month period than the 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 the resolution in Item 12 will be to allow the Company to issue the Shares pursuant to the Placement without using the Company’s 15% annual placement capacity.

The possible dilution effect of the issue of Shares under Item 12 for the Placement, assuming all other Resolutions put to Shareholders at this meeting are passed but excluding Item 17 (as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all) would be 18%.

12.2 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 Placement:

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Torian Resources NL

(a) The maximum number of securities to be issued is 55,555,556 fully paid ordinary Shares;
(b) The issue and allotment of the Shares will occur as soon as practical but no later than one month after the date of this General Meeting or such later time as deemed appropriate by an ASX waiver;
(c) The price the Shares are to be issued is $0.009;
(c) The Directors will determine to whom the securities will be issued. Subject to the passing of the resolutions in Items 13– 16, Directors (or their nominees) may participate in the placement to a maximum of 16,666,667 Shares each;
(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;
(f) A voting exclusion statement is included in the Notice of Meeting;
(g) The funds raised from the placement will be used to repay a secured loan provided to the Company and for working capital purposes.

The Board recommends that Shareholders vote in favour of Item 12.

13. Participation of Director in Placement – Nathan Taylor

13.1 Background

Subject to the passing of the resolution in Item 12, the Company proposes to invite Mr Nathan Taylor, Mr Sunil Dhupelia, Mr Jason Hou and Mr Ian Johns to subscribe for a maximum total of 16,666,667 Shares each (or any such lesser amount, if any) under and in accordance with the Placement, the subject of Item 12. For clarity, the total number of Shares that can be issued altogether is a maximum of 55,555,556. Therefore, all four directors cannot participate to the full amount available to them as that would result in the issue of 66,666,668 Shares. However, if one or more director/s do not subscribe for their full allocation or don’t subscribe at all, then one or more of the other directors may take up the full amount offered to a maximum of 16,666,667 Shares for $150,000.00.

ASX Listing Rule 10.11 provides a general restriction against issuing securities to directors without Shareholder approval. Chapter 2E of the Corporations Act regulates the provision of financial benefit to related parties of a public company. Specifically, Section 208 prohibits a public company giving financial benefit to a related party without first obtaining Shareholder approval. A director is a related party to the company and financial benefit includes the issuing of securities.

Accordingly, this resolution seeks Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for Nathan Taylor (or his nominee) to participate in the Placement, the subject of Item 12, up to a maximum of 16,666,667 Shares.

13.2 Technical information required by ASX Listing Rules and the Corporations Act

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

(a) The recipient of the Securities is Nathan Taylor or his nominee;
(b) The maximum number of securities to be issued is 16,666,667 fully paid ordinary Shares. The Company is not bound to issue the maximum number of Shares to Nathan Taylor or his nominee for which Shareholder approval is sought under this Item. The Company may, in its absolute discretion, allot and issue such lesser number of Shares (if any) as it may determine;
(c) The issue and allotment of the securities will occur within one month from the date of this Meeting or such later time as deemed appropriate by an ASX waiver;
(d) The issue price of the shares is $0.009 per Share. The Shares are fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares
(e) A voting exclusion statement is included in the Notice of Meeting;
(f) The maximum funds raised from this issue will be $150,000 which will be used for working capital.

(i) The related party to whom the proposed resolution would permit a financial benefit to be given is:
Nathan Taylor or his nominee
(ii) The nature of the financial benefits is:
up to 16,666,667 fully paid ordinary Shares in the Company at an issue price of $0.009,
(iv) Directors’ recommendations: The Directors, other than Nathan Taylor, recommend that Shareholders vote in favour of this Resolution.
(v) Director's interest in resolution:

Nathan Taylor has an interest in the outcome of proposed Resolution in Item 13 as, if it is passed, he would be issued up to 16,666,667 Shares in the Company at a price of $0.009 per Share for a maximum amount of $150,000.

(vi) All other relevant information:

The possible dilution effect from the issue of Shares under Item 13 is 5.39% assuming all other Resolutions put to Shareholders at this Meeting are passed with the exception of Item 17 for the Capital Raising. Item 17 is not included as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all. However, provided that the Resolution in Item 12 is passed, the Shares that may be issued under this Item can still be issued but to an unrelated party(s), resulting in the same dilution effect.

The Table below shows the influence or control Nathan Taylor may obtain if the proposed Shares are issued under Item 13.

Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.


		S'holding if all Resolutions except Item 13 are passed#	S'holding if all Resolutions including Item 13 are passed#
	Current S'holding
Director
Nathan Taylor	0	5,000,000	21,666,667
	0.00%	1.62%	7.01%
% of IC

These amounts rely on Nathan Taylor subscribing for the full number of Shares offered to him in under this Item. It is not possible for all directors to subscribe for the full amount as this would exceed the total Placement capacity of 55,555,556. Further, these amounts do not include the Shares the subject of Item 17 for the Capital Raising as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all. From an economic and commercial point of view, the Directors consider that there are no material costs, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the issue of Shares under Item 13.

14. Participation of Director in Placement –Sunil Dhupelia

14.1 Background

Subject to the passing of the resolution in Item 12, the Company proposes to invite Mr Nathan Taylor, Mr Sunil Dhupelia, Mr Jason Hou and Mr Ian

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Torian Resources NL ABN: 72 002 261 565

Johns to subscribe for a maximum total of 16,666,667 Shares each (or any such lesser amount, if any) under and in accordance with the Placement, the subject of Item 12. For clarity, the total number of Shares that can be issued altogether is a maximum of 55,555,556. Therefore, all four directors cannot participate to the full amount available to them as that would result in the issue of 66,666,668 Shares. However, if one or more director/s do not subscribe for their full allocation or don’t subscribe at all, then one or more of the other directors may take up the full amount offered to a maximum of 16,666,667 Shares for $150,000.00.

Accordingly, this resolution seeks Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for Sunil Dhupelia (or his nominee) to participate in the Placement, the subject of Item 12, to a maximum of 16,666,667 Shares.

14.2 Technical information required by ASX Listing Rules and the Corporations Act

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

(a) The recipient of the Securities is Sunil Dhupelia or his nominee;
(b) The maximum number of securities to be issued is 16,666,667 fully paid ordinary Shares. The Company is not bound to issue the maximum number of Shares to Sunil Dhupelia or his nominee for which Shareholder approval is sought under this Item. The Company may, in its absolute discretion, allot and issue such lesser number of Shares (if any) as it may determine;
(c) The issue and allotment of the securities will occur within one month from the date of this Meeting or such later time as deemed appropriate by an ASX waiver;
(d) The issue price of the shares is $0.009 per Share. The Shares are fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares
(e) A voting exclusion statement is included in the Notice of Meeting; (f) The maximum funds raised from this issue will be $150,000 which will be used for working capital.

(i) The related party to whom the proposed resolution would permit a financial benefit to be given is:
Sunil Dhupelia or his nominee.
(ii) The nature of the financial benefits is: up to 16,666,667 fully paid ordinary Shares in the Company at an issue price of $0.009.
(iv) Directors’ recommendations:

The Directors, other than Sunil Dhupelia, recommend that Shareholders vote in favour of this Resolution.

(v) Director's interest in resolution:
Sunil Dhupelia has an interest in the outcome of proposed Resolution in Item 14 as, if it is passed, he (or his nominee) would be issued up to 16,666,667 Shares in the Company at a price of $0.009 per Share for a maximum amount of $150,000.
(vi) All other relevant information:

The possible dilution effect from the issue of Shares under Item 14 is 5.39% assuming all other Resolutions put to Shareholders at this Meeting are passed with the exception of Item 17 for the Capital Raising. Item 17 is not included as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all. However, provided that the Resolution in Item 12 is passed, the Shares that may be issued under this Item can still be issued but to an unrelated party(s), resulting in the same dilution effect.

The Table below shows the influence or control Sunil Dhupelia may obtain if the proposed Shares are issued under Item 14.

Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.


		S'holding if all Resolutions except Item 14 are passed#	S'holding if all Resolutions including Item 14 are passed#
	Current S'holding
Director
Sunil Dhupelia	0	5,000,000	21,666,667
	0.00%	1.62%	7.01%
% of IC

These amounts rely on Sunil Dhupelia subscribing for the full number of Shares offered to him in under this Item. It is not possible for all directors to subscribe for the full amount as this would exceed the total Placement capacity of 55,555,556. Further, these amounts do not include the Shares the subject of Item 17 for the Capital Raising as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

From an economic and commercial point of view, the Directors consider that there are no material costs, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the issue of Shares under item 14.

15. Participation of Director in Placement – Jason Hou

15.1 Background

Accordingly, this resolution seeks Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for Jason Hou (or his nominee) to participate in the Placement, the subject of Item 12, to a maximum of 16,666,667 Shares.

15.2 Technical information required by ASX Listing Rules and the

Corporations Act

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Torian Resources NL ABN: 72 002 261 565

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

(a) The recipient of the Securities is Jason Hou or his nominee;
(b) The maximum number of securities to be issued is 16,666,667 fully paid ordinary Shares. The Company is not bound to issue the maximum number of Shares to Jason Hou or his nominee for which Shareholder approval is sought under this Item. The Company may, in its absolute discretion, allot and issue such lesser number of Shares (if any) as it may determine;
(c) The issue and allotment of the securities will occur within one month from the date of this Meeting or such later time as deemed appropriate by an ASX waiver;
(d) The issue price of the shares is $0.009 per Share. The Shares are fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) A voting exclusion statement is included in the Notice of Meeting;
(f) The maximum funds raised from this issue will be $150,000 which will be used for working capital.

(i) The related party to whom the proposed resolution would permit a financial benefit to be given is:
Jason Hou or his nominee
(ii) The nature of the financial benefits is: up to 16,666,667 fully paid ordinary Shares in the Company at an issue price of $0.009.
(iv) Directors’ recommendations: The Directors, other than Jason Hou, recommend that Shareholders vote in favour of this Resolution.

(v) Director's interest in resolution: Jason Hou has an interest in the outcome of proposed Resolution in Item 15 as, if it is passed, he (or his nominee) would be issued up to 16,666,667 Shares in the Company at a price of $0.009 per Share for a maximum amount of $150,000.

(vi) All other relevant information: The possible dilution effect from the issue of Shares under Item 15 is 5.39% assuming all other Resolutions put to Shareholders at this Meeting are passed with the exception of Item 17 for the Capital Raising. Item 17 is not included as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all. However, provided that the Resolution in Item 12 is passed, the Shares that may be issued under this Item can still be issued but to an unrelated party(s), resulting in the same dilution effect.

The Table below shows the influence or control Jason Hou may obtain if the proposed Shares are issued under Item 15. Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.


		S'holding if all Resolutions except Item 13 are passed#	S'holding if all Resolutions including Item 13 are passed#
	Current S'holding
Director
	0	5,000,000	21,666,667
Jason Hou
	0.00%	1.62%	7.01%
% of IC

These amounts rely on Jason Hou subscribing for the full number of Shares offered to him in under this Item. It is not possible for all directors to subscribe for the full amount as this would exceed the total Placement capacity of 55,555,556. Further, these amounts do not include the Shares the subject of Item 17 for the Capital Raising as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

16. Participation of Director in Placement – Ian Johns

16.1 Background

Accordingly, this resolution seeks Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for Ian Johns (or his nominee) to participate in the Placement, the subject of Item 12, to a maximum of 16,666,667 Shares.

16.2 Technical information required by ASX Listing Rules and the Corporations Act

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

(a) The recipient of the Securities is Ian Johns or his nominee;
(b) The maximum number of securities to be issued is 16,666,667 fully paid ordinary Shares. The Company is not bound to issue the maximum number of Shares to Ian Johns or his nominee for which Shareholder approval is sought under this Item. The Company may, in its absolute discretion, allot and issue such lesser number of Shares (if any) as it may determine;
(c) The issue and allotment of the securities will occur within one month from the date of this Meeting or such later time as deemed appropriate by an ASX waiver;
(d) The issue price of the shares is $0.009 per Share. The Shares are fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;
(e) A voting exclusion statement is included in the Notice of Meeting;
(f) The maximum funds raised from this issue will be $150,000 which will be used for working capital.

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Torian Resources NL

ABN: 72 002 261 565

(i) The related party to whom the proposed resolution would permit a financial benefit to be given is:

Ian Johns or his nominee

(ii) The nature of the financial benefits is:

up to 16,666,667 fully paid ordinary Shares in the Company at an issue price of $0.009

(iv) Directors’ recommendations:

The Directors, other than Ian Johns, recommend that Shareholders vote in favour of this Resolution.

(v) Director's interest in resolution:

Ian Johns has an interest in the outcome of proposed Resolution in Item 16 as, if it is passed, he (or his nominee) would be issued up to 16,666,667 Shares in the Company at a price of $0.009 per Share for a maximum amount of $150,000.

(vi) All other relevant information:

The possible dilution effect from the issue of Shares under Item 16 is 5.39% assuming all other Resolutions put to Shareholders at this Meeting are passed with the exception of Item 17 for the Capital Raising. Item 17 is not included as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all. However, provided that the Resolution in Item 12 is passed, the Shares that may be issued under this Item can still be issued but to an unrelated party(s), resulting in the same dilution effect.

The Table below shows the influence or control Ian Johns may obtain if the proposed Shares are issued under Item 16. Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.


		S'holding if all Resolutions except Item 16 are passed#	S'holding if all Resolutions including Item 16 are passed#
	Current S'holding
Director
	12,998,869	17,998,869	34,665,536
Ian Johns
	4.21%	5.83%	11.22%
% of IC
If all Options Exercised*	28,098,869	33,098,869	49,765,536
	8.67%	10.21%	15.36%
% of IC

It is unlikely Ian Johns will exercise all of his options given the exercise price and expiry date of those options.

These amounts rely on Ian Johns subscribing for the full number of Shares offered to him in under this Item. It is not possible for all directors to subscribe for the full amount as this would exceed the total Placement capacity of 55,555,556. Further, these amounts do not include the Shares the subject of Item 17 for the Capital Raising as the Company is not bound to issue those Shares and it may, in its absolute discretion, issue any lower amount or none at all.

17. Capital Raising

17.1 General

Subject to the passing of the resolution in Item 6, this Resolution 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 $500,000.

The purpose of the issue is to assist with the funding of working capital in the short and medium term. However, the Directors reserve the right to vary the application of funds raised by the issue of the Shares in the best interests of the Company.

The Company is seeking Shareholder approval under this Resolution, so that any Shares offered to Investors do not count towards the 15% threshold. If Shareholder approval is not obtained for this Resolution, the Company may still issue the new Shares up to the maximum allowed under the 15% threshold without Shareholder approval and, if the Resolution in Item 7 is passed allowing an additional 10% capacity without Shareholder approval, may issue up to the maximum allowed under ASX Listing Rules 7.1 and 7.1A to a maximum threshold of 25%.

However, if this Resolution is approved, the effect will be that, provided the Shares are issued as set out in this Explanatory Memorandum and no later than 3 months after the date of the Meeting, they will not count towards the Company’s 15% threshold or 10% additional capacity (if approved at this meeting.)

17.2 ASX Listing Rule 7.3

In compliance with the requirements of Listing Rule 7.3, Shareholders are advised of the following in relation to the issue of Shares:

(a) The maximum number of Shares to be issued is up to that number of Shares which, when multiplied by the issue price, equals $500,000;
(b) If Shareholder approval is obtained at this Meeting, the Company will issue the Shares no later than 3 months after this Annual General Meeting (or such later date to the extent permitted by any ASX waiver). The Company is not bound to issue the maximum number of Shares for which Shareholder approval is sought. The Company may, in its absolute discretion, issue such lesser number of Shares as it may determine. The issue of Shares may occur progressively, provided that any Shares are issued no later than 3 months after the date of the Annual General Meeting.;
(c) The price at which the Shares are to be issued is 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 issue is made;
(d) The Shares will be issued to Investors that are identified by the Company, or its brokers, as an investor who qualifies for one or more of the exemptions specified in section 708 of the Corporations Act (for example “sophisticated investors” or “professional investors” within the meaning given by those terms under the Corporations Act). The Company reserves the right to pay any broker a commission on all monies raised from allottees introduced by such broker (if any);
(e) The Shares that are issued will rank equally in all respects with existing Shares from the issue date, in accordance with the terms of the Constitution;
(f) The funds raised from the issuing of the Shares will be used by the Company for working capital or if insufficient funds are raised in respect to resolutions in Item 12, 13, 14, 15 and 16 to pay out the loan from the Investor Group.

17.3 Effect of Capital Raising

If this Resolution is passed it will allow the Company to issue new Shares which, when multiplied by the issue price, will equal $500,000. This issue of new Shares will have a dilutive effect on the existing Shareholders. The exact dilutive effect will depend on the price the Shares are issued at, whether the maximum number of Shares are allotted and issued and if all other Resolutions put to Shareholders at this Annual General Meeting are passed.

By way of example, the table below shows the dilution of existing Shareholders on the basis that all Resolutions put to Shareholders at this meeting are passed, including the consolidation of share capital on a 1 for

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Torian Resources NL

20 basis based a three different Share prices. The first Share price is based on the Share price as at the date of this Notice, being 22 April 2013 multiplied by 20, representing the consolidation. The second discounts this by 20% and the final discounts it by 50%. Note the actual Share price as at the issue date of securities may be significantly different than any of these prices. The prices are used for this example only.

Assumed Issue Price	Maximum No. of Shares to be Issued Pursuant to this Resolution	No. of Shares on Issue if all Resolutions are Passed	No. of Shares on Issue if the Company issues the maximum amount under this Resolution	Dilution on Existing S'holders




$0.020	25,000,000	308,925,990	333,925,990	7.49%
$0.016	31,250,000	308,925,990	340,175,990	9.19%
$0.010	50,000,000	308,925,990	358,925,990	13.93%

The Company notes that the above workings are an example only and the actual issue price and/or the number of securities issued may differ. This will result in the maximum number of Shares to differ and, accordingly, the effect on each Shareholders shareholding.

Nonetheless, each existing Shareholder’s percentage ownership in the Company will be reduced upon the issue of any new Shares, reducing the existing Shareholder’s percentage ownership and their control over the affairs of the Company.

The Board recommends that Shareholders vote in favour of Item 17.

G L O S S A R Y

$ or A$ means Australian dollars.

Annual General Meeting or Meeting or AGM means the meeting convened by this Notice to be held at 11am on Thursday, 30 May 2013.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange, or ASX Limited ACN 008 624 691.

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.

Company or Torian means Torian Resources NL (ACN 002 261 565). Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

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

Greenard Willing means Greenard Willing Pty Ltd (ACN 147 158 334).

Notice or Notice of Meeting or Notice of Annual General Meeting means this Notice of Annual General Meeting including the Explanatory Statement and the Proxy Form.

Novus Capital or Novus means Novus Capital Limited (ACN 006 711 995). Option means an option which on exercise converts into one ordinary Share.

Proxy Form means the proxy form accompanying the Notice.

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. Share Consolidation means the consolidation of ordinary Shares in the Company on a one (1) for twenty (20) basis the subject of Item 6. Shareholder means a holder of a Share.

Torian means Torian Resources NL (ACN 002 261 565).

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THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

PROXY FORM General Meeting

TORIAN RESOURCES NL ABN 72 002 261 565

All correspondence to: 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

==> picture [253 x 49] intentionally omitted <==

Appointment of Proxy

Torian Resources NL hereby gives notice that the Annual 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 Thursday 30[th] of May 2013.

If appointing a proxy to attend the Annual 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

Meeting OR (mark with an “X”)

or failing him/her

Write here the name of the person you are appointing if this person is someone other than the Chairman of the Meeting.

Write here the name of the other person 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.

This proxy is to be used in respect of % of the ordinary shares I/we hold.



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

RESOLUTION	For	Against	Abstain	RESOLUTION	For	Against	Abstain
1. Adoption of Remuneration Report (Item 2)				13. Approval of Issue of Shares to Sunil Dhupelia (Item 8(b))			
2. Election of Mr Nathan Taylor as a Director of the Company(Item 3(a))				14. Approval of Issue of Shares to Jason Hou (Item 8(c))			
3. Election of Mr Sunil Dhupelia as a Director of the Company(Item 3(b))				15. Approval of Issue of Shares to Ian Johns (Item 8(d))			
4. Election of Mr Jason Hou as a Director of the Company(Item 3(c))				16. Approval of Issue of Shares to Austinvestments Pacificasia Consulting(Item 9)			
5. Increase Non-Executive Directors Remuneration (Item 4)				17. Approval of Issue of Shares to Five Parties (Item 10)			
6. Ratification of Prior Issue of Shares (Item 5(a))				18. Approval of Issue of Shares to Mrs Wendy Edwards (Item 11)			
7. Ratification of Prior Issue of Shares and Unlisted Options (Item 5(b))				19. Approval of Placement (Item 12)			
8. Ratification of Prior Issue of Convertible Notes (Item 5(c))				20. Participation by a Director in Placement – Nathan Taylor (Item 13)			
9. Ratification of Prior Issue of Shares (Item 5(d))				21. Participation by a Director in Placement – Sunil Dhupelia(Item 14)			
10. Consolidation of Capital on a 1 for 20 basis (Item 6)				22. Participation by a Director in Placement – Jason Hou (Item 15)			
11. Approval for Additional Share Placement Capacity (Item 7) (*special resolution*)				23. Participation by a Director in Placement – Ian Johns (Item 16)			
12. Approval of Issue of Shares to Nathan Taylor (Item 8(a))				24. Capital Raising of up to $500,000 (Item 17)			

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.

Individual or Shareholder 1

Joint Shareholder 2 Joint Shareholder 3

Sole Director & Sole Company Secretary

Director / Company Secretary

Director

Contact Name:

Contact Phone:

Dated:

Torian Resources NL ABN: 72 002 261 565

INSTRUCTIONS FOR COMPLETING PROXY FORM

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 securities using this form.
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.
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:
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.
return both forms together in the same envelope.
A proxy need not be a shareholder of the Company.
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.
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.
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.
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.

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 Tuesday, 28 May 2013 (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: [email protected] Post to: Torian Resources NL, PO Box 383, North Sydney NSW 2000 Facsimile to: 02 9923 1371

Or by posting or delivering to the Registered Office, being Unit 12, 263-269 Alfred Street, North Sydney NSW 2060.

www.torianresources.com

AI assistant

GOLDARC RESOURCES LIMITED — AGM Information 2013

64961_rns_2013-04-25_2cb5eaac-477e-4b6b-baaf-1d5910eae649.pdf

ANNUAL GENERAL MEETING

NOTICE OF

ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Time

Venue

Your vote is important

Voting in person

Voting by proxy

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

AGENDA

1. Annual Report

2. Remuneration Report

3. Election of Directors

4. Increase Non-Executive Directors Remuneration

5. Ratification of Prior Issue of Shares, Options and Convertible Notes

Torian Resources NL

6. Consolidation of Capital

7. Approval for Additional Share Placement Capacity

8. Approval of Issue of Shares to Related Parties

Torian Resources NL

9. Approval of Issue of Shares

10. Approval of Issue of Shares

11. Approval of Issue of Shares

12. Placement

13. Participation by a Director in Placement – Nathan Taylor

14. Participation by a Director in Placement – Sunil Dhupelia

15. Participation by a Director in Placement – Jason Hou

16. Participation by a Director in Placement – Ian Johns

Torian Resources NL

17. Capital Raising

A proxy form is attached.

Entitlement to Vote

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

1. Annual Report

2. Remuneration Report

2.1 General

2.2 Voting Consequences

2.3 Previous Voting Results

2.4 Voting

3. Election of Directors

3.1 General

3.2 Nathan Taylor

3.3 Sunil Dhupelia

3.4 Jason Hou

5. Ratification of prior issue of Shares, Options and Convertible Notes

5.2.1 Shares Issued to La Jolla Cove (5(a))

4. Increase Non-Executive Directors Remuneration

5.2.2 Shares and Option Issued (5(b))

Torian Resources NL ABN: 72 002 261 565

5.2.3 Convertible Notes (5(c))

5.2.4 Shares Issued to Wholesale or Sophisticated Investors

(5(d))

6. Share Consolidation

6.1 General

6.2 Reason for the Consolidation

6.3 Fractions and Rounding

6.4 Effect of the Consolidation

Torian Resources NL ABN: 72 002 261 565

6.5 Effect on Unlisted Options

6.6 Effect on Partly Paid Shares

6.7 Timetable for Consolidation

6.8 Tax Implications for Shareholders

6.9 Directors’ Recommendations

6.10 No Other Material Information

7. Approval of Additional Share Placement Capacity

7.1 General

7.2 ASX Listing Rule 7.1A Requirements

Torian Resources NL ABN: 72 002 261 565

Table 1

Torian Resources NL

Table 2

8. Approval of Issue of Shares to Related Parties

8.1 Background

8.2 Technical information required by ASX Listing Rules and Corporations Act

GOLDARC RESOURCES LIMITED AGM Information 2013