GOLDARC RESOURCES LIMITED — AGM Information 2014

Apr 27, 2014

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ABN 72 002 261 565

NOTICE OF

ANNUAL GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

Friday, 30[th] May 2014

Time

11.00 am

Venue

Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond Street, Sydney NSW 2000

Your vote is important

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

Voting in person

To vote in person, attend the Annual General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

www.torianresources.com.au

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 2014 Annual General Meeting of Shareholders of Torian Resources NL will be held at 11am on Friday, 30th May 2014 at Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond Street, Sydney NSW 2000 for the purpose of transacting the following business:

AGENDA

1. Annual Report

To consider and receive the Financial Report and the Reports of the Directors and Auditor for the year ended 31 December 2013.

2. Remuneration Report

To consider and, if thought fit, to pass the following resolution as an advisory ordinary resolution:

“That, the Remuneration Report for the year ended 31 December 2013 is adopted.”

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 the following resolution as ordinary resolution:

“That Mr Ian Johns who retires by rotation in accordance with the Company’s Constitution and, being eligible offers himself for re-election, is appointed a Director of the Company.”

4. 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 Statement accompanying this Notice of Meeting.”

Voting Exclusion: The Company will disregard any votes cast on Item 4 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.

5. Removal of Auditor

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

“That K.S. Black & Co is removed as auditor of the Company effective from the date of the Meeting.”

6. Appointment of Auditor

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

“That, subject to the passing of Resolution 5, RSM Bird Cameron being qualified to act as auditor and having consented to act as auditor of the Company, be appointed as the auditor of the Company effective from the date of the Meeting.”

7. Conversion of related party loan into equity

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

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ABN: 72 002 261 565

Torian Resources NL

“That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporation Act, Shareholders approve the issue of 105,000,000 fully paid ordinary Shares in the Company to ROC Salt Limited 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 by ROC Salt Limited or any associates of ROC Salt Limited 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 consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of:

• (a) 11,327,921 fully paid ordinary Shares in the Company to Nick Di Pietro or his nominee;

• (b) 2,831,960 fully paid ordinary Shares in the Company to Chun Jiang or his nominee;

• (c) 5,663,980 fully paid ordinary Shares in the Company to Dr Luigi & Rosa Genua or their nominee;

• (d) 2,831,980 fully paid ordinary Shares in the Company to Pitsis Holdings 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 8 by Nick Di Pietro, Chun Jiang, Dr L & R Genua, Pitsis Holdings Pty Ltd and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary Shares if the resolution is passed 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.

9. Approval of Issue of Shares to Ian Johns

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

“That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 75,000,000 fully paid ordinary Shares in the Company to Ian Johns or his nominee 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 9 by Ian Johns 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.

10. Approval of Issue of Shares to Sunil Dhupelia

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

“That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 12,500,000 fully paid ordinary Shares in the Company to Sunil Dhupelia or his nominee 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 10 by Sunil Dhupelia 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.

11. Approval of Issue of Shares to Jason Hou

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

“That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 12,500,000 fully paid ordinary Shares in the Company to Jason Hou or his nominee on the terms and conditions set out in the Explanatory Statement.”

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Torian Resources NL

ABN: 72 002 261 565

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Item 11 by Jason Hou 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.

12. Approval of Issue of Shares to a Related Party

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

“That, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 25,000,000 fully paid ordinary Shares in the Company to James David and Erin Ann Taylor ATF the Taylor Super Fund or their nominee 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 12 by James David and Erin Ann Taylor ATF the Taylor Super Fund or 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.

13. Change of Company Type and Name

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

“That, for the purposes of section 162 of the Corporations Act, the Company be changed from a no liability company to a public company limited by shares and subsequently, that the name of the Company be changed from Torian Resources NL to Torian Resources Limited.”

14. New Constitution

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

“That, for the purposes of section 136(2) of the Corporations Act, the Company repeal is entire Articles of Association and adopt, in lieu thereof, the constitution tabled at this Annual General Meeting and signed by the Chairman for the purposes of identification as the Constitution of the Company.”

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 2014:

• By email to info@torianresources.com.au

• By post to PO Box 383 North Sydney NSW 2059

• 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 23 April 2014

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 2014.

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

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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 Friday, 30th May 2014 at Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond 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 to vote for or against 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 2013 can be found on the

Company’s website (www.torianresources.com.au) under ‘Investors’ and have been given the option of having a printed copy of the Annual Report sent to them. The Annual 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

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

2.1 General

3.1 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.

Article 108 of the Company’s Articles of Association requires that at every annual general meeting, 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. For this purpose, and all other purposes including article 109 of the Articles of Association, Ian Johns retires by rotation and being eligible submits himself for re-election at the Meeting.

The following background information is provided about Ian Johns.

3.2 Ian Johns

Ian Johns was first appointed as a Director of the Company on 9 December 2008. He brings over 20 years of operational business experience to the Torian Board. Ian consults in the manufacturing industry as well as a business developer and contract negotiator. Ian was a founding director of Royalco Resources; a successful royalty income based mineral exploration company.

The Board recommends that shareholders vote in favour of this Resolution.

4. Approval of Additional Share Placement Capacity

4.1 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.

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),

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4.2 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 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 under the Additional Placement Capacity.

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.

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

• 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:

• (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
Variable "A" Number of Shares on Issue		0.0015	0.003	0.006
	Issue Price (per Share)	50% decrease in Issue Price	Issue Price	50% Increase in Issue Price
	10% Voting Dilution	24,767,662 Shares	24,767,662 Shares	24,767,662 Shares
247,676,623
(Current number of Shares on Issue)
	Funds Raised	$37,151	$74,303	$148,606
	10% Voting Dilution	37,151,493 Shares	37,151,493 Shares	37,151,493 Shares
371,514,935
(50% increase in Shares on Issue)
	Funds Raised	$55,727	$111,454	$222,909
	10% Voting Dilution	49,535,325 Shares	49,535,325 Shares	49,535,325 Shares
495,353,246
(100% increase in Shares on Issue)
	Funds Raised	$74,303	$148,606	$297,212

Table 1

The above table is based on the following assumptions:

• The number of shares on issue (variable “A”) is calculated as at 243,990,407.

• 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.

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• The issue of equity securities under the Additional Placement Capacity includes only Shares.

• The issue price of $0.003 was the closing price of shares on ASX on [ ], the date of this notice.

Table 2 below shows the dilution of existing Shareholders on the basis that all Resolutions put to Shareholders at this Meeting are passed.

Variable "A" Number of Shares on Issue if all Resolutions are passed		Dilution
		0.0015	0.003	0.006
	Issue
	Price	50%	Issue Price	50% Increase in Issue Price
	(per	decrease in
	Share)	Issue Price
	10% Voting Dilution	50,033,246 Shares	50,033,246 Shares	50,033,246 Shares
500,332,465
(Current number of Shares on Issue)
	Funds Raised	$75,050	$150,100	$300,199
	10% Voting Dilution	75,049,870 Shares	75,049,870 Shares	75,049,870 Shares
750,498,697
(50% increase in Shares on Issue)
	Funds Raised	$112,575	$225,150	$450,299
	10% Voting Dilution	100,066,493 Shares	100,066,493 Shares	100,066,493 Shares
1,000,664,930
(100% increase in Shares on Issue)
	Funds Raised	$150,100	$300,199	$600,399

Table 2

The above table is based on the following assumptions:

• The number of shares (variable “A”) used in this example is 496,646,249 comprising:

• 243,990,407 Shares on Issue as at the date of this Notice;

• 252,655,842 Shares that will be issued if all the Resolutions put to Shareholders at this Annual General Meeting are passed.

• 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 $0.003 is based on the closing price of Shares on ASX on [], the day prior to the date of this Notice.

This is the second occasion on which Shareholder approval has been sought under Listing Rule 7.1A., having received Shareholder approval at the 2013 AGM. The Company has not issued any equity securities in the 12 month period preceding the date of this meeting except for those shares issued following the last Annual General Meeting as approved by Shareholders at that Annual General Meeting.

The Board recommends that Shareholders vote in favour of Item 4.

6. Appointment of Auditor

6.1 General

Under section 327D of the Corporations Act, the Company may in a general meeting appoint an auditor to replace the removed auditor.

The Company has received a notice of nomination of RSM Bird Cameron which is enclosed with this Notice. RSM Bird Cameron consented to being appointed as the Company’s auditors. The following background information is provided about RSM Bird Cameron.

6.2 RSM Bird Cameron

RSM Bird Cameron is a full service national accounting firm delivering expert corporate financial and advisory accounting services to clients across diverse industry sectors. RSM Bird Cameron boasts a national network of 28 offices which, combined with their 90 year Australian heritage, has helped them develop an extensive understanding of Australian business trends and conditions.

The Board recommends that Shareholders vote in favour of Item 6.

7. Conversion of Related Party Loan into Equity

7.1 Background

On 28 February 2013, the Company entered into a Loan Agreement with sophisticated investors for a total Loan of $250,000 for a 12 month term with interest payable at 10% per annum.

ROC Salt Limited, an entity related to the Company as some of the directors of the Company are also directors and shareholders of ROC Salt Limited, provided a portion of the aforementioned loan to the Company in the sum of $210,000.

ROC Salt Limited has agreed, subject to Shareholder approval, to convert their portion of the loan in the sum of $210,000 to equity at an issue price of $0.002.

Shareholder approval is being sought for the purposes of Chapter 2E of the Corporations Act and Listing Rule 10.11 for the Company to issue 105,000,000 fully paid ordinary Shares in the Company to ROC Salt Limited in settlement of their outstanding loan. Interest on the loan is to be paid to ROC Salt Limited in cash.

7.2 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 is ROC Salt Limited;

• (b) The maximum number of securities to be issued is 105,000,000 fully paid ordinary Shares in the Company;

• (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 and Jason Hou are directors of the Company and directors and shareholders of ROC Salt Limited;

• (e) The issue price of the shares is $0.002 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;

5. Removal of Auditor

Under section 329 of the Corporations Act, an auditor of a Company may be removed from office by resolution at a general meeting of which 2 months notice of intention to move the resolution has been given.

It should be noted that, under this section, a company may calls a meeting less than 2 months after the notice of intention is given.

The Company seeks Shareholder approval to remove K.S. Black & Co as auditors of the Company.

The Board recommends that Shareholders vote in favour of Item 5.

• (g) No funds will be raised from the issue of these Shares however they will extinguish a liability owed by the Company.

Pursuant to ASX Listing Rule 7.2, as approval for the issue of the Shares referred to in Item 7 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:

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• (i) The related party to whom the proposed resolution would permit a financial benefit to be given is ROC Salt Limited.

• (ii) The nature of the financial benefit is 105,000,000 fully paid ordinary Shares in the Company at an issue price of $0.002.

• (iii) Director's interest in resolution: Nathan Taylor, Sunil Dhupelia and Jason Hou all have an interest in the outcome of proposed Resolution in Item 7 as, if it is passed, a company related to them by way of them being common directors and shareholders in both entities would be issued with 105,000,000 Shares in the Company.

• (iv) All other relevant information: If this Resolution is passed it will allow the Company to issue 105,000,000 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 the dilutionary effect on current Shareholders will be 26.6%.

The Table below shows the influence or control ROC Salt Limited may obtain if the proposed Shares are issued under Item 7 and directors Taylor, Dhupelia and Hou. Shareholdings for directors Taylor, Dhupelia and Hou include direct and indirect holdings of the three directors combined. “%of IC” illustrates the shareholding as a percentage of total issued capital.

		S'holding if all Resolutions except Item 7 arepassed	S'holding if all Resolutions including Item 7 arepassed#
	Current S'holding
	0	0	105,000,000
ROC Salt Ltd
	0.00%	0	21%
% of IC
Nathan Taylor; Sunil Dhupelia and Jason Hou	15,000,000	15,000,000	120,000,000
	6.15%	3.79%	23.98%
% of IC

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 7.

8. Approval of issue of Shares

8.1 Background

On 28 February 2013, the Company entered into a Loan Agreement with sophisticated investors for a total Loan of $250,000 for a 12 month term with interest payable at 10% per annum.

The sophisticated investors have agreed, subject to shareholder approval, to convert their debt into equity in the Company. The Resolution in Item 7 above refers to $210,000 of the total $250,000 loan, which is dealt with under a separate resolution as that loan was from a party related to the Company. The remaining $40,000 loan was provided by 4 parties for $20,000, $5,000, $10,000 and $5,000 respectively.

Interest is payable on the loan at 10% per annum. These four investors have agreed, subject to shareholder approval, to convert the outstanding interest payable in the sum of $5,312 into equity together with the principle.

8.2 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 22,655,842 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 $0.002;

• (d) 11,327,921 Shares will be issued to Nick Di Pietro or his nominee; 2,831,980 Shares will be issued to Chun Jiang or his nominee; 5,663,960 Shares will be issued to D & L Genua or their nominee; and 2,831,980 shares will be issued to Pitsis Holdings 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 however they will extinguish a liability 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 8.

9. Approval of Share Issue to Ian Johns

9.1. Background

Ian Johns is a director of the Company. He has been a director since 2009. Ian has accrued director fees, and company expenses up to December 2012 and consultancy fees since February 2013. The Directors (other than Director Johns) have agreed to issue Shares in settlement of some of the monies owed to Ian Johns, subject to Shareholder approval, for a total amount of $150,000.

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.

9.2 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 is Ian Johns, or his nominee;

• (b) The maximum number of securities to be issued is 75,000,000 fully paid ordinary Shares;

• (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, subject to the passing of Resolution 3, Ian Johns is a director of the Company;

• (e) The issue price of the shares is $0.002 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 however they will extinguish a liability owed by the Company.

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 is Ian Johns, or his nominee.

• (ii) The nature of the financial benefits is 75,000,000 fully paid ordinary Shares in the Company at an issue price of $0.002.

• (iii) Director's interest in resolution:

Ian Johns has an interest in the outcome of proposed Resolution in Item 9 as, if it is passed, he would be issued with 75,000,000 Shares in the Company.

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(iv) All other relevant information:

If this Resolution is passed it will allow the Company to issue 75,000,000 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 the dilutionary effect on current Shareholders will be 14.99%.

The Table below shows the influence or control Ian Johns may obtain if the proposed Shares are issued under Item 9. Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.

		S'holding if all Resolutions are passed
Director	Current S'holding
	17,968,868	92,968,868
Ian Johns
	7.36%	18.58%
% of IC
If all Options Exercised*	33,068,868	108,068,868
	12.76%	20.97%
% of IC

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

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 9.

The Board has determined that the issue of Shares to Directors is appropriate as it extinguishes a liability owed by the Company and strengthens the Company’s balance sheet.

10. Approval of Share Issue to Sunil Dhupelia

10.1. General

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.

The Shares are to be issued to director Sunil Dhupelia in lieu of director fees owed to him by the company. Directors’ fees payable to Sunil Dhupelia are $60,000 per annum.

10.2 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 is Sunil Dhupelia, or his nominee;

• (b) The maximum number of securities to be issued is 12,500,000 fully paid ordinary Shares;

• (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 recipient is a director of the Company;

• (e) The issue price of the shares is $0.002 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 however they will extinguish a liability owed by the Company.

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 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 12,500,000 fully paid ordinary Shares in the Company at an issue price of $0.002.

• (iii) Director's interest in resolution:

Sunil Dhupelia has an interest in the outcome of proposed Resolution as, if it is passed, he would be issued with 12,500,000 Shares in the Company.

• (iv) All other relevant information:

If this Resolution is passed it will allow the Company to issue 12,500,000 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 the dilutionary effect on current Shareholders will be 2.50%.

The Table below shows the influence or control the related party may obtain if the proposed Shares are issued under Item 10.

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

		S'holding if all Resolutions are passed
	Current S'holding
Director
	5,000,000	122,500,000
Sunil Dhupelia
	2.05%	24.48%
% of IC

• This includes the shares that may be issued to ROC Salt Limited of which Sunil Dhupelia is a director and shareholder

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 10.

The Board has determined that the issue of Shares to Directors is appropriate as it extinguishes a liability owed by the Company and strengthens the Company’s balance sheet.

11. Approval of Share Issue to Jason Hou

11.1. General

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.

The Shares are to be issued to director Jason Hou in lieu of director fees owed to him by the company. Director’s fees payable to Jason Hou are $60,000 per annum.

11.2 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 is Jason Hou, or his nominee;

• (b) The maximum number of securities to be issued is 12,500,000 fully paid ordinary Shares;

• (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 recipient is a director of the Company;

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• (e) The issue price of the shares is $0.002 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 however they will extinguish a liability owed by the Company.

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 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 12,500,000 fully paid ordinary Shares in the Company at an issue price of $0.002.

• (iii) Director's interest in resolution: Jason Hou has an interest in the outcome of proposed Resolution as, if it is passed, he would be issued with 12,500,000 Shares in the Company.

(iv) All other relevant information: If this Resolution is passed it will allow the Company to issue 12,500,000 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 the dilutionary effect on current Shareholders will be 2.50%.

The Table below shows the influence or control the related party may obtain if the proposed Shares are issued under Item 10. Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.

		S'holding if all Resolutions are passed*
	Current S'holding
Director
	5,000,000	122,500,000
Jason Hou
	2.05%	24.48%
% of IC

• This includes the shares that may be issued to ROC Salt Limited of which Jason Hou is a director and shareholder

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 11.

The Board has determined that the issue of Shares to Directors is appropriate as it extinguishes a liability owed by the Company and strengthens the Company’s balance sheet.

12. Approval of Share Issue to a Related Party

12.1. General

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.

The Shares are to be issued to James David and Erin Ann Taylor ATF the Taylor Super Fund. This is a related party as the trustees and beneficiaries or the fund, James David and Erin Ann Taylor are the parents of director Nathan Taylor.

James David and Erin Ann Taylor ATF the Taylor Super Fund rent premises to the Company which are used as the corporate office on arms length,

commercial terms. The Shares to be issued are in lieu of accrued rent payable. Rent is payable at a rate of $4,000 per month plus GST from the 1[st] of May 2013. No payments have been made to date.

The issue of these Shares will extinguish a liability owed by the Company to James David and Erin Ann Taylor ATF the Taylor Super Fund.

12.2 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 is James David and Erin Ann Taylor ATF the Taylor Super Fund, or their nominee;

• (b) The maximum number of securities to be issued is 25,000,000 fully paid ordinary shares;

• (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 recipient is a related party as the trustees and beneficiaries of the Super Fund are the parents of Nathan Taylor, one of the Company’s directors;

• (e) The issue price of the shares is $0.002 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 however they will extinguish a liability owed by the Company.

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 party to whom the proposed resolution would permit a financial benefit to be given is James David and Erin Ann Taylor ATF the Taylor Super Fund, or their nominee.

• (ii) The nature of the financial benefits: is 25,000,000 fully paid ordinary Shares in the Company at an issue price of $0.002.

• (iii) Director's interest in resolution:

Nathan Taylor has a perceived interest in the outcome of proposed Resolution as, if it is passed, his parents Super Fund would be issued with 25,000,000 Shares in the Company.

• (iv) All other relevant information:

If this Resolution is passed it will allow the Company to issue 25,000,000 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 the dilutionary effect on current Shareholders will be 5.00%.

The Table below shows the influence or control the related party may obtain if the proposed Shares are issued under Item 12. Shareholdings include indirect holdings and “%of IC” illustrates the director’s shareholding as a percentage of total issued capital.

		S'holding if all Resolutions arepassed
	Current S'holding
Related Party
	0	25,000,000
Taylor Super Fund
	0.00%	5.00%
% of IC

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G L O S S A R Y

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 12.

The Board has determined that the issue of Shares to the Taylor Super Fund is appropriate as it extinguishes a liability owed by the Company and will strengthen the Company’s balance sheet.

13. Change of Company Type and Name

$ 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 Friday, 30th May 2014 at Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond Street, Sydney NSW 2000

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 Official Listing Rules of ASX.

Board means the current board of directors of the Company.

13.1 Change of Company Type

Section 162(1) of the Corporations Act provides that a company may change to a company of a different type (including from a public no liability company to a public company limited by shares) in circumstances where all of the issued shares of the company are fully paid up, by passing a special resolution resolving to change its type.

13.2 Change of Company Name

Subsequent to changing the Company from a public no liability company to a public company limited by shares, it is proposed that the Company change its name from Torian Resources NL to Torian Resources Limited. Only no liability companies may end their name with the abbreviation NL. Section 157 of the Corporations Act provides that a company may change its name by passing a special resolution adopting a new name.

The Board recommends that the Shareholders vote in favour of Item 13.

14. New Constitution

The existing Articles of Association of the Company is from the early 1980s. It is old and outdated and does not take into consideration changes to legislation or the business environment.

A copy of the proposed new constitution is available for inspection at the Company’s registered office. In addition, any Shareholder who would like to review the proposed new constitution prior to the Annual General Meeting can request a copy be sent to them by contacting the Company.

Pursuant to section 136(2) of the Corporations Act, the Company may repeal its constitution and adopt a new constitution by special resolution. The adoption of the new constitution will only take effect from the date on which this Resolution is passed.

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.

Closely Related Party has the same meaning given by section 9 of the Corporations Act 2001 (Cth).

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

Constitution means the Company's constitution

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.

Key Management Personnel has the same meaning given by section 9 of the Corporations Act 2001 (Cth).

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.

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. Shareholder means a holder of a Share.

Special Resolution means a resolution that requires at least 75% of votes cast by Shareholders eligible to vote at the meeting to be in favour of the resolution for it to be passed.

The Board recommends that the Shareholders vote in favour of Item 14.

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15 April 2014

The Company Secretary Torian Resources NL Unit 12 263-269 Alfred Street NORTH SYDNEY NSW 2060

Dear Elissa

AUDITOR NOMINITATION – RSM BIRD CAMERON

I, Sunil Dhupelia, on behalf of Katsun Financial Pty Ltd ATF the Katsun Trust, hereby nominate RSM Bird Cameron to be appointed the Auditor of Torian Resources NL.

Yours sincerely

==> picture [147 x 69] intentionally omitted <==

Sunil Dhupelia Sole Director and Secretary Katsun Financial Pty Ltd

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 11am on Friday, 30th May 2014 at:

Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond Street, Sydney NSW 2000 on

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

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

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

Voting directions to your proxy – markorto indicate your direction
RESOLUTION	For	Against	Abstain
1. Annual Report	No Vote Required
2. Adoption of Remuneration Report			
3. Election of Mr Ian Johns as a Director of the Company			
4. Approval for Additional Share Placement Capacity (special resolution)			
5. Removal of Auditor			
6. Appointment of RSM Bird Cameron as Auditor			
7. Conversion of relatedpartyloan into equity			
8. Approval of Issue of Shares			
9. Approval of Issue of Shares to Ian Johns			
10. Approval of Issue of Shares to Sunil Dhupelia			
11. Approval of Issue of Shares to Jason Hou			
12. Approval of Issue of Shares to a Related Party			
13. Change of CompanyType and Name(special resolution)			
14. New Constitution Name(special resolution)			

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

Contact Name:

Dated:

Director

Contact Phone:

Director / Company Secretary

Torian Resources NL

ABN: 72 002 261 565

INSTRUCTIONS FOR COMPLETING PROXY FORM

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

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

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

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

5. return both forms together in the same envelope.

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

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

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

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

10. Signing Instructions

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

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

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

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address below not later than 11.00am on Wednesday, 28 May 2014 (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: info@torianresources.com.au Post to: Torian Resources NL, PO Box 383, North Sydney NSW 2059 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.au