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CLEANSING NOTICE TORIAN RESOURCES NL ACN 002 261 565

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Friday 2 September 2011
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Friday 2 September 2011

This notice is given by T orian Resources NL ( A CN 002 2 6 1 565) (“t h e Compan y ”) pursuant to Sectio n s 708A(12C)(e) a nd 708A(12D)[as inse r ted in the Corporatio n s Act purs u ant to Cla s s Order10 / 322] of t h e Corporations A ct 2001 (Ct h )(“the Act”).

As announced to the ASX on 1 Septe m ber 2011, t he Company has enter e d into a fu n ding agree m ent with L J C In v estors, whi c h required t he issue of C onvertible N otes with r e spect to fu n ds receive d .

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Today the Co m pany advised the issu e of one (1) Convertibl e Note with respect to t he first Co n vertible No t e (v a lued at US$1,500,000) p ayable und e r the fundi n g agreeme n t.

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This Cleansing Notice has b een prepar e d to enable fully paid o r dinary shar e s in the ca p ital of Toria n Resources N L to be issue d upon a partial or full c o nversion of each Conve r tible Note i s sued by To r ian to La Jolla Cove In v estors, Inc. t o be on‐sol d to retail in v estors wit h out disclosure under Pa r t 6D.2 of th e Corporati o ns Act 2001 (C w lth).

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This Cleansing Notice is important and should be r
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irety.
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This Cleansing Notice is important and should be r e ad in its en t irety.

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Yours faithfull y ,

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Scott Enderby, Company Secretary

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CLEANSING NOTICE

Issued under section 708(12C)(e) of the Corporations Act 2001 (Cth) (as inserted by ASIC Class Order [CO 10/322])

1 Summary

This Cleansing Notice has been prepared for the purposes of section 708(12C)(e) of the Corporations Act 2001 (as inserted by ASIC Class Order [CO 10/322]) to enable fully paid ordinary shares in the capital of Torian Resources NL (“Torian”) to be issued on conversion of a convertible note issued by Torian to La Jolla Cove Investors Inc. (La Jolla) to be on‐sold to retail investors.

This Cleansing Notice is important and should be read in its entirety.

2 The effect of the issue of the Note on Torian

2.1 Background

On 31 August 2011, Torian and La Jolla entered into the Funding Agreement pursuant to which Torian agreed to issue, and La Jolla agreed to acquire, up to 3 convertible notes (Notes), each with a purchase price (or face value) of US$1,500,000 (Purchase Price).

This Cleansing Notice relates to the issue of the first Note.

An outline of the rights and liabilities attaching to the Note is provided in Section 3 of this Cleansing Notice, whilst a summary of some of the key terms of the Funding Agreement is provided in section 5.

2.2 La Jolla Cove Investors Inc.

Founded in 1995, La Jolla Cove Investors, Inc. is a private investment firm that has entered into more than $400 million in financing agreements with publicly traded companies since its inception. The firm has extensive experience with ASX traded companies, partnering with more than a dozen in the past two and a half years across a wide variety of industries. The professionals at La Jolla Cove seek partnerships with businesses looking for capital to implement their strategic growth initiatives. La Jolla’s expertise lies in creating flexible financial structures which enable a company to grow without impacting working capital needs while simultaneously adding value through interaction with management teams. Past collaborative efforts have included development and refinement of strategic plans, recruitment of new Directors with specific skills required to help companies reach the ‘next level’ of development, M&A consideration and execution, and searches for investor relation firms best suited to reach appropriate U.S. investors.

2.3 Use of proceeds

The Note to be issued by Torian will raise US$1,500,000 (less the expenses associated with the issue of the Note). Torian will use the net proceeds from the issue of the Note for project development, working capital and business expansion purposes.

2.4 The issue of the Note

Under the Funding Agreement, Torian and La Jolla have agreed that the issue of the Notes will be sequential. In each case, the obligation of La Jolla to subscribe for, and Torian to issue, a Note will arise only following the satisfaction of certain conditions:

Unless the Company, in its sole and absolute discretion waives in writing all or any of the following conditions, the following conditions must be satisfied on the Initial Closing Date before the Company shall have any obligation to issue the Initial Note.

(a) The representations and warranties of the Investors made as at the Initial Closing Date must be accurate.
(b) There shall not be in effect any law or order, ruling, judgment or writ of any court or public or governmental authority restraining, enjoining or otherwise prohibiting any of the transactions contemplated by this Agreement.
(c) The purchase of the Initial Note is conditional on the Company obtaining all the necessary approval requirements under Australian law, including approvals under ASX Listing Rule 7.1 required for the issuance of the Initial Note and any conversion of the Initial Note by Investor.

At the date of this Cleansing Notice, Torian has satisfied each of the relevant conditions (which are summarised in section 5.1) capable of satisfaction for the issue of the first Note and La Jolla will subscribe for, and Torian will issue, the first Note to La Jolla on the date of, or the day following, the date of this Cleansing Notice (Issue Date).

2.5 The payment of the Purchase Price of the Note

The payment of the Purchase Price of the first Note will be made by La Jolla in instalments, in the following manner:

(a) on the issue date of the Note, La Jolla will pay to Torian US$450,000 (Initial Payment); and

(b) Following delivery of the Initial Payment to the Company, and subject to satisfaction of the conditions precedent set out in clause 5.1 below, the Investor shall pay the balance of the Purchase Price in relation to the Initial Note in the following manner:

(d) Each month, commencing with a monthly period that commences not more than thirty (30) days after the Initial Closing Date, with such date to be determined by Investor in its sole and absolute discretion (each date, a Payment Date ), the Investor shall transfer an amount not less than $200,000 (or such lesser amount that equals the remaining amount of the Purchase Price to be paid by Investor) in immediately available funds to the Company by electronic transfer until the entire Purchase Price for the Initial Note has been paid by the Investor (the Monthly Payment ).
(e) The Monthly Payment shall increase to $250,000, so long as the price of Ordinary Shares on the Payment Date is between AU$0.009 to AU$0.015; and to $300,000 so long as the price of Ordinary Shares on the Payment Date is equal to AU$0.016 or higher.
(f) The Company may elect, by written notice given to the Investor at least five (5) Business Days prior to a Payment Date, to obtain a one‐time Monthly Payment of $300,000.
(g) The Investor may determine in its absolute discretion, the amount, if any, in excess of the Monthly Payment to be transferred to the Company at each Payment Date.

2.7 Effect of the issue on share structure

The current issued capital of Torian (before the issue of the first Note) is 2,520,358,103 ordinary shares.

As noted in section 2.6, the number of new Shares to be issued to La Jolla (if any) will depend on whether the Note is converted in whole or in part and the applicable Conversion Price (see clause 3.8).

By way of two examples:

(a) if only the Initial Payment of the Note (US$450,000, or A$424,528 at an exchange rate of US$1.06 to A$1.00) is converted at a time when the relevant Volume Weighted Average Share Price (VWAP) is $0.006 (which was the lowest VWAP price for the 21 trading days prior to the notification of the Funding Agreement) and therefore the Conversion Price is 85% of this amount (see clause 3.8), being $0.0051, then 83,240,784 new Shares would be issued to La Jolla ; or

(b) if the Note is converted in whole (US$1,500,000, or A$1,415,094 at an exchange rate of US$1.06 to A$1.00) at a time when the relevant Volume Weighted Average Share Price is $0.008 and therefore the Conversion Price is 85% of this amount (see clause 3.8), being $0.0068, then 208,102,059 new Shares would be issued to La Jolla.

Based on the number of Shares on issue at the date of this Cleansing Notice, the issue of:

(a) 83,240,784 new Shares to La Jolla (per example (a) above) would give La Jolla a relevant interest in approximately 3.2% of the expanded total number of Shares; and

(b) 208,102,059 new Shares to La Jolla (per example (b) above) would give La Jolla a relevant interest in approximately 7.63% of the expanded total number of Shares.

It is, however, important to note that these examples are an illustration only based on partial and full conversion of the Note and the example Volume Weighted Average Share Price referred to above. The actual outcome, if La Jolla elects to convert the Note in whole or in part, will depend on that election and the Conversion Price.

Example (a) – effect of conversion on share structure:

Shareholder	Number of Shares	Percentage of total shareholding
ExistingShareholders	2,520,358,103	96.8%
La Jolla	83,240,784	3.2%
Total	2,603,598,887	100%

Example (b) – effect of conversion on share structure:

Shareholder	Number of Shares	Percentage of total shareholding
ExistingShareholders	2,520,358,103	92.37%
La Jolla	208,102,059	7.63%
Total	2,728,460,162	100%

2.8 Pro forma balance sheet of Torian taking into account issue of Note

Set out below is the unaudited pro forma consolidated Statement of Financial Position as at 30 June 2011 for Torian Resources NL prepared on the basis of the accounting policies normally adopted by Torian.

The pro forma financial information is presented in an abbreviated form in so far as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

The pro forma consolidated Statement of Financial Position as at 30 June 2011 is based on the unaudited consolidated Statement of Financial Position as at 30 June 2011 and has been adjusted to reflect the issue of the Note.

TORIAN RESOURCES NL (ABN 72 002 261 565) AND CONTROLLED ENTITIES

Pro Forma unaudited Consolidated Statement of Financial Position as at 30 June 2011.

CURRENT ASSETS Cash assets Inventories Receivables TOTAL CURRENT ASSETS NON‐CURRENT ASSETS Receivables Investment in joint venture Property, plant and equipment Exploration, evaluation and pre‐development expenditure TOTAL NON‐CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Payables Provisions Other financial liabilities TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital Reserves Accumulated losses TOTAL EQUITY	30 June Pro forma 30 June 2011 Adjustment 2011 $ $ $ 175,143 1,415,094 1,590,237 80,084 80,084 235,191 235,191
	490,418 1,415,094 1,905,512
	333,321 333,321 230,807 230,807 17,891 17,891 11,609,456 11,609,456
	12,191,475 ‐ 12,191,475
	12,681,893 1,415,094 14,096,987
	124,512 124,512 84,550 84,550 ‐ 1,415,094 1,415,094
	209,062 1,415,094 1,624,156
	209,062 1,415,094 1,624,156
	12,472,831 ‐ 12,472,831
	52,739,007 52,739,007 1,798,900 1,798,900 ‐ 42,065,076 ‐ 42,065,076
	12,472,831 ‐ 12,472,831

3 Rights and liabilities attached to the Note

A summary of the key terms of the Note are set out below.

3.1 Purchase Price

The Issue Price of the Note is US$1,500,000.

3.2 Payment of the Purchase Price

The payment of the Purchase Price of the Note will be made by La Jolla in instalments in the manner set out in section 2.5.

3.3 Interest

Interest is payable on the Principal Amount at the rate of 4.75% per annum monthly in arrears in cash or, at the option of Torian, in new Shares issued at the then applicable Conversion Price.

3.4 Maturity Date

The maturity date of the Note is the date which is 3 years from the Issue Date (Maturity Date).

3.5 Security

The Note is unsecured, and the Principal Amount ranks for repayment behind all secured debts owed by Torian and equally with all other unsecured debts owed by Torian.

3.6 Conversion

La Jolla may convert the Note, either in whole or in part, by the delivery to Torian of a Conversion Notice.

The delivery of a Conversion Notice will constitute a contract between La Jolla and Torian, whereby La Jolla will be deemed to have subscribed for the number of new Shares which it will be entitled to receive on conversion of the Note pursuant to the Conversion Notice.

3.7 Torian's Prepayment Right

Torian may not make any prepayments without the consent of La Jolla or as described below.

If La Jolla elects to convert the Note in whole or in part and, on the day that the election is made, the Volume Weighted Average Price per Ordinary Share is below AU$0.004 (the Floor Price ), the Company shall have the right, by 3:00 p.m. Sydney time on the date that is two (2) Business Days after the Company’s receipt of such Conversion Notice, or such sooner time as agreed to by the Company (the Prepayment Expiration Time ), to prepay that portion of the Note that Investor elected to convert, plus any accrued and unpaid interest, at one hundred five percent (105%) of such amount (the Prepayment Right ).

In the event that the Company fails to prepay such portion of the Note by the delivery of such cash prepayment amount to Investor by the Prepayment Expiration Time, the Company shall no longer have the right to prepay such portion of the Note in lieu of honouring the Conversion Notice and shall issue to Investor the applicable Ordinary Shares in accordance with the Conversion Notice under the terms of this Agreement.

In the event that the Company elects to prepay that portion of the Note, the Conversion Notice received by the Company shall be deemed cancelled.

3.8 Conversion Price

The number of Ordinary Shares into which a Note may be converted is equal to the dollar amount of the Note being converted divided by the Conversion Price.

The Conversion Price for the Notes shall be equal (subject to adjustment in accordance with clause 3.11 below) to the lesser of:

(i) AU$0.04 (as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalisations or the like); or

(ii) 85% of the average of the three (3) lowest Volume Weighted Average Prices during the twenty‐one(21) Trading Days prior to Investor’s election to convert(the percentage figure being a Discount Multiplier ).

3.9 Mandatory conversion in the 3 months prior to the Maturity Date

In each of the three months prior to the Maturity Date, the Company may elect to force the Investor to convert one‐third of the then remaining Principal Amount (calculated at the beginning of the first of the three months prior to the Maturity Date, so that the effect of the forced conversion over the last three successive months would be to convert the entire remaining Principal Amount) of a Note due to mature into Ordinary Shares of the Company (the Forced Conversion ), provided however there is not currently occurring, nor has there been, an Event of Default on behalf of the Company.

3.10 Redemption

Unless converted, the Note will be automatically redeemed on the Maturity Date. In these circumstances, the redemption money payable in respect of the Note must be paid to La Jolla on the Maturity Date.

3.11 Reorganisation of capital and adjustment for Fundamental Corporate Change

If Torian, at any time while any Principal Amount of the Note is outstanding, reorganises its issued share capital in any way, the number of new Shares issued to La Jolla on conversion of the Note will be adjusted so that La Jolla neither receives a benefit that Shareholders do not receive nor suffers a disadvantage that the Shareholders do not suffer. However, if a "Fundamental Corporate Change" (e.g. a merger of Torian, the sale of substantially all of the assets and business of Torian, or the transfer of more than 50% of the Shares to a third party) occurs, then Torian must prepay the Note for 120% of the Principal Amount, together with all accrued and unpaid interest.

3.12 Entitlements

The 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 Torian.

3.13 Transferability

The Note is not transferable unless the transferee is a sophisticated investor and the investor first obtains the written consent of Torian.

3.14 Conversion limits

If the conversion of the Note would cause La Jolla's (or anyone else's) voting power in Torian to increase to more than 20%, then Torian shall have the right to either:

(a) prepay that portion of the Note that La Jolla elected to convert, plus any accrued and unpaid interest; or (b) extend the delivery date for the conversion until such conversion will not cause La Jolla to exceed 20% of the voting power or until such relevant approvals are obtained; or

(c) extend the Maturity Date for the Note, for a period not to exceed 12 months, in Torian’s sole and absolute discretion.

3.15 ASX listing

The Note will not be quoted on ASX or any other securities exchange. Under the Funding Agreement, Torian is required to apply to ASX for quotation of any new Shares issued on the conversion of the Note within 2 Trading Days of the issue of those new Shares.

4 Rights and liabilities attaching to Shares issued on conversion of the Note

The new Shares to be issued to La Jolla on the conversion of the Note will rank equally in all respects with all of the existing Shares. The rights attaching to Shares, including the new Shares to be issued to La Jolla on the conversion of the Note, are set out in the Constitution and, in certain circumstances, regulated by the Corporations Act, the ASX Listing Rules and the general law.

The following is a summary of the principal rights attaching to those Shares.

4.1 Voting

Every holder of Shares present in person or by proxy, attorney or representative at a meeting of Shareholders has one vote on a vote taken by a show of hands and, on a poll, one vote for every Share held by him or her.

4.2 Dividends

The Directors may by resolution either:

(a) declare a dividend and may fix the amount, the time for and method of payment; or

(b) determine a dividend is payable and fix the amount and the time for and method of payment.

All fully paid Shares on which any dividend is declared or paid, are entitled to participate in that dividend equally.

4.3 Transfer of shares

Shares may be transferred, and transfers may be registered, in any manner required or permitted by the ASX Listing Rules or the CS Facility Rules (or corresponding laws or securities exchange rules in any other country) applying in relation to the system. Torian must comply with and give effect to those rules and it may, in accordance with those rules, decline to issue certificates for holdings of Shares.

4.4 Meetings and notice

Each Shareholder is entitled to receive notice of and to attend general meetings of Torian and to receive all notices, accounts and other documents required to be sent to Shareholders under the Constitution, the Corporations Act or the ASX Listing Rules.

4.5 Issue of further Shares

The Directors may allot, issue or grant options in respect of, further Shares on such terms and conditions as they see fit. However, the Directors must act in accordance with the Corporations Act, the ASX Listing Rules and any rights for the time being attached to the Shares.

5 Summary of the key terms of the Funding Agreement

The terms of issue of the Note (and any subsequent notes which may be issued by Torian to La Jolla) are governed by the Funding Agreement.

The key terms of the Funding Agreement are outlined below.

5.1 Conditions precedent to the issue of the Note

Under the Funding Agreement, Torian and La Jolla have agreed that, on the satisfaction of certain conditions, Torian will issue the Note to La Jolla.

The conditions which are required to be satisfied include:

(a) the lodgement of this Cleansing Notice with ASX;

(b) any approvals required for the Note Issue having been obtained, including any approval required under ASX Listing Rule 7.1. In this regard the Company must not issue the Note or accept payment of a Monthly Payment if it would cause the Company to exceed the 15% limit in ASX Listing Rule 7.1. The Company considers that acceptance of the Initial Payment will not cause the Company to exceed the 15% limit in ASX Listing Rule 7.1. The Company anticipates that it may require shareholder approval in accordance with ASX Listing Rule 7.1 to accept other Monthly Payments and therefore the Company will be seeking such shareholder approval at its upcoming general meeting, planned to be held in late October 2011

(c) the representations and warranties made by Torian to La Jolla in the Funding Agreement are confirmed by Torian as being accurate; and

(d) there not having occurred:

(i) any suspension of quotation of the Shares on the ASX for a continuous period of more than 5 trading days; or (ii) a material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or a material adverse change in, the United States or Australian financial market, as in the reasonable judgement of La Jolla, makes it materially riskier to acquires the Note.

At the date of this Cleansing Notice, Torian has satisfied each of the relevant conditions capable of being satisfied and will issue the Note on the date of this Cleansing Notice.

5.2 Conditions precedent to the making of Monthly Payments in respect of the Note

The obligation on La Jolla to make a Monthly Payment in respect of the Note is also subject to the satisfaction of certain conditions on or before the time the Monthly Payment is to be made. These conditions are basically the same as the conditions that must be satisfied prior to the issue of the Note.

5.3 Representations and warranties made by Torian

The representations and warranties made by Torian to La Jolla in the Funding Agreement include representations and warranties as to, among other things:

(a) Torian being able to enter into the Funding Agreement and perform all of its obligations under the Funding Agreement including the issue of the Note (and the subsequent notes – refer to section 5.4) to La Jolla and the issue of new Shares to La Jolla on the conversion of the Note (and the Subsequent Notes);

(b) Torian having properly and timely filed with the ASX and ASIC all reports and other documents required to be filed with the ASX and ASIC;

(d) Torian not being the subject of any actual or threatened litigation that might result in any material adverse change in the business, assets or condition of Torian and its subsidiaries, taken as a whole or any change in the current equity ownership of the Company or its subsidiaries;

(e) there being no fact (other than general economic or industry conditions known to the public generally) that has not been fully disclosed by Torian to ASIC and ASX that reasonably could be expected to have a material adverse effect on the business, properties, prospects, condition or results of operations of Torian or materially and adversely affect the ability of Torian to perform its obligations under the Funding Agreement;

(f) no Event of Default has occurred and is continuing (refer to section 5.5); and

(g) Torian and its subsidiaries have good and marketable title to its assets.

5.4 The issue of subsequent notes

La Jolla must make an offer to purchase up to 2 additional convertible notes, each with an issue price of US$1,500,000 (Subsequent Notes). Torian must accept the offer and issue the first Subsequent Note within 10 business days of receipt of the offer notice from La Jolla. For the second Subsequent Note, the Company may accept the offer in its absolute discretion.

If a Subsequent Note is purchased by La Jolla, those conditions which must be satisfied before the issue of the Note and the making of the Monthly Payments in respect of the Note also apply in respect of the issue of any Subsequent Note and monthly payments in respect of a Subsequent Note.

5.5 Events of default

If an Event of Default occurs and is continuing, La Jolla may require the immediate repayment of all amounts owing or otherwise outstanding under the Note (and/or any Subsequent Notes) it has purchased. In these circumstances, Torian must pay 110% of the outstanding Principal Amount, together with all accrued and unpaid interest.

Each of the following events constitute an Event of Default if they occur and are not cured by Torian within 10 Business Days of becoming aware of the event occurring:

(a) Torian defaults in the payment of principal or interest on the Note (and/or any Subsequent Notes) and such default continues for 5 Business Days;

(b) Torian fails to deliver to La Jolla either the new Shares set out in a Conversion Notice submitted by La Jolla or, if applicable, the amount of cash necessary to redeem the Note (and/or any Subsequent Notes) within 2 Business Days;

(c) Torian breaches the Funding Agreement and such breach continues for a period of 10 Business Days after the delivery to Torian of written notice that Torian is in breach;

(d) any of the representations, warranties or covenants made by Torian are false or misleading in a material respect;

(e) an insolvency event occurs in respect of Torian or any of its subsidiaries;

(f) it becomes unlawful for Torian to perform or comply with its obligations under a Note or the Funding Agreement;

(g) Torian fails to issue an applicable Cleansing Notice or disclosure document, such that La Jolla is not able to freely transfer the Shares it is issued on conversion of the Note (and/or any Subsequent Notes) without restriction or limitation on ASX;

(h) the average Volume Weighted Average Share Price for any period of 3 consecutive Trading Days is less than $0.0014;

(i) Torian ceases to be admitted to the official list of ASX

(j) any Shares issued to La Jolla on the conversion of the Note (and/or any Subsequent Notes) are not granted official quotation by ASX;

(k) Torian fails to timely file all reports required to be filed by it under any applicable law, rule or regulation;

(l) Torian fails to receive all necessary consents for the issuance of the Note or any Shares issuable upon conversion of the Note; and

(m) Torian defaults in the payment of principal or interest under any indebtedness, individually or in the aggregate, of more than $50,000;

5.6 Indemnity

Torian agrees to indemnify La Jolla, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, claims, damages and liabilities, and agrees to reimburse these parties for all reasonable out‐of‐pocket expenses, incurred by these parties to the extent arising out of or in connection with a breach by Torian of:

(a) any of the representations and warranties made by Torian under the Funding Agreement; and

(b) any of the obligations of Torian under the Funding Agreement Agreement.

5.7 Governing law

The Funding Agreement is governed by and interpreted in accordance with the laws of the State of New South Wales, Australia.

6 Additional information

6.1 Torian is a "disclosing entity"

Torian is a "disclosing entity" under the Corporations Act and, accordingly, is subject to regular reporting and disclosure obligations under both the Corporations Act and the ASX Listing Rules. These obligations require Torian to notify ASX of information about specific events and matters as they arise. In particular, Torian has an obligation under ASX Listing Rule 3.1 and section 674 of the Corporations Act (subject to certain limited exceptions) to notify ASX immediately once it is or becomes aware of information concerning Torian that a reasonable person would expect to have a material effect on the price or value of the Shares.

Torian is also required to prepare and lodge with ASIC yearly and halfyearly financial statements accompanied by a Directors' statement and report, and an audit report or review. Copies of documents lodged with ASIC in relation to Torian may be obtained from, or inspected at, an ASIC office (refer to section 6.2).

6.2 Copies of documents

Torian will provide a copy of each of the following documents, free of charge, to any person on request:

(a) the annual financial report most recently lodged by Torian with ASIC, being the financial report of Torian for the year ended 31 December 2010 (2010 Financial Report);

(b) any half‐year financial report lodged by Torian with ASIC after the lodgement of the 2010 Financial Report and before the lodgement of this Cleansing Notice with ASX; and

(c) any continuous disclosure documents given by Torian to ASX after the lodgement of the 2010 Financial Report and before the lodgement of this Cleansing Notice with ASX.

A list of the continuous disclosure documents given by Torian to ASX after the lodgement of the 2010 Financial Report and before the lodgement of this Cleansing Notice with ASX is set out in the table below.

Date Headline

01	Sep 2011	MAJOR EQUITY FUNDING SECURED
30	Aug 2011	Changes to the Board of Torian and Appendix 3Z
26	Aug 2011	Revised Appendix 3B Clarification of shares issued
25	Aug 2011	Appendix 3Y Change of Directors Interest Notice
25	Aug 2011	Amended Appendix 3B
24	Aug 2011	Notice pursuant to Section 708A(5)(e) of Corporations Act
24	Aug 2011	Appendix 3B
17	Aug 2011	Placement
17	Aug 2011	Vatovorona Gold Project Update
08	Aug 2011	Appendix 3Y Change of Directors Interest Notice X 3
02	Aug 2011	Appendix 3B Conversion of Listed Options
29	Jul 2011	Quarterly Activities Report
29	Jul 2011	Quarterly Cashflow Report
21	Jul 2011	Preliminary Assay Results further confirm gold at Vatovorona
20	Jul 2011	Torian commences tin drilling program in NSW
19	Jul 2011	Appendix 3B Conversion of listed options
18	Jul 2011	Madagascar Gold Project Trial Mining Pit Progress
07	Jul 2011	Appendix 3X Initial Directors Interest Notice
01	Jul 2011	Madagascar Gold Project trial mining pit progress
30	Jun 2011	Listed options expiring 31 July 2011 (TNROB)
24	Jun 2011	Torian Resources NL Broadcast
23	Jun 2011	Correction to terminology used in ASX release
22	Jun 2011	TORIAN COMMENCES MINING AT MADAGASCAN GOLD PROJECT
21	Jun 2011	Appendix 3B Conversion of listed options
21	Jun 2011	Appointment of New Director
07	Jun 2011	Torian Resources NL Presentation and Broadcast
06	Jun 2011	THE VATOVORONA GOLD PROJECT PAST PRESENT AND FUTURE


03 June 2011	Amended Appendix 3B securities issued following AGM 173
03 June 2011	Change of company name and ASX code
03 June 2011	Appendix 3Y Change of Directors Interest Notice X 3
03 June 2011	Appendix 3B Issue of securities following AGM resolutions
01 June 2011	Results of Annual General Meeting
31 May 2011	The Vatovorona Gold Project in Madgascar
7 May 2011	ASX request for retraction of statement made in 26 May 2011
26 May 2011	Cluff Resources Pacific NL Broadcast
26 May 2011	Madagascar Trial Mining Begins
05 May 2011	Vatovorona Gold Project Extension of Tenements
02 May 2011	Notice of Annual General Meeting/Proxy Form
29 April 2011	Quarterly Cashflow Report
29 April 2011	Quarterly Activities Report

6.3 Consent

The following consent has been given in accordance with the Corporations Act (as amended by ASIC Class Order [CO 10/322]) and has not been withdrawn as at the date of this Cleansing Notice:

La Jolla has given their written consent to being named in this Cleansing Notice in the form and context in which they are named.

7 Glossary

A$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691.

ASX Listing Rules means the listing rules of ASX.

Business Day means a day other than a Saturday, Sunday or any other day on which banks located in California, US and Victoria, Australia are authorised or obligated to close.

Cleansing Notice means this Cleansing Notice issued under section 708(12C)(e) of the Corporations Act (as inserted by ASIC Class Order [CO 10/322]).

Conversion Notice means the notice by which La Jolla notifies Torian that it wishes to convert the Note, either in whole or in part, into new Shares, as outlined in section 3.6.

Conversion Price means the price at which new Shares are issued on the conversion of the relevant Principal Amount (as specified in the relevant Conversion Notice), in accordance with the formula outlined in section 3.8.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of Torian at the date of this Cleansing Notice.

Event of Default means an event outlined in section 5.5.

Fundamental Corporate Change has the meaning given to that term in section 3.11.

Funding Agreement means the funding agreement dated 31 September 2011 between Torian and La Jolla (as amended), pursuant to which the Note (and any Subsequent Notes) will be issued to La Jolla, and to which the terms and conditions of the Note (and any Subsequent Notes) are annexed.

Initial Payment means the initial payment of US$450,000 to be made by La Jolla on the Issue Date as part payment of the Purchase Price.

Issue Date means the date of issue of the Note, being the date of, or the day following the date of, this Cleansing Notice.

La Jolla means La Jolla Cove Investors Inc., a corporation registered in California, US of Suite 218, 1150 Silverado Street, La Jolla, California, US.

Maturity Date means the date which is 3 years from the Issue Date.

Torian means Torian Resources NL, located at Suite 21, 44 Bridge Street Sydney 2000

Monthly Payments means the monthly payments to be made by La Jolla towards the payment of the Purchase Price in the manner outlined in section 2.5.

Note means the convertible note to be issued by Torian to La Jolla under the Funding Agreement on the Issue Date.

Principal Amount means, at any time, the then outstanding principal amount of the Note, but only such amount in respect of which La Jolla has actually advanced and not furnished a Conversion Notice.

Purchase Price means the purchase price (or face value) of the Note, being US$1,500,000.

Share means a fully paid ordinary share in the capital of Torian.

Shareholder means a shareholder of Torian.

Subsequent Notes means up to 2 additional convertible notes which La Jolla must offer to purchase under the Funding Agreement.

Trading Day means a day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day which ASX declares and publishes is not a trading day.

US means the United States of America.

US$ means US dollars

Volume Weighted Average Share Price means, for any date, the daily volume weighted average sale price of the Shares for such date on ASX.

AI assistant

GOLDARC RESOURCES LIMITED — Capital/Financing Update 2011

64961_rns_2011-09-01_fa54d1f3-6e4e-4c94-99a6-aa69d6f87472.pdf

CLEANSING NOTICE TORIAN RESOURCES NL ACN 002 261 565

Friday 2 September 2011

CLEANSING NOTICE

Issued under section 708(12C)(e) of the Corporations Act 2001 (Cth) (as inserted by ASIC Class Order [CO 10/322])

1 Summary

2 The effect of the issue of the Note on Torian

2.1 Background

2.2 La Jolla Cove Investors Inc.

2.3 Use of proceeds

2.4 The issue of the Note

2.5 The payment of the Purchase Price of the Note

2.7 Effect of the issue on share structure

2.8 Pro forma balance sheet of Torian taking into account issue of Note

TORIAN RESOURCES NL (ABN 72 002 261 565) AND CONTROLLED ENTITIES

3 Rights and liabilities attached to the Note

A summary of the key terms of the Note are set out below.

3.1 Purchase Price

3.2 Payment of the Purchase Price

3.3 Interest

3.4 Maturity Date

3.5 Security

3.6 Conversion

3.7 Torian's Prepayment Right

3.8 Conversion Price

3.9 Mandatory conversion in the 3 months prior to the Maturity Date

3.10 Redemption

3.11 Reorganisation of capital and adjustment for Fundamental Corporate Change

3.12 Entitlements

3.13 Transferability

3.14 Conversion limits

3.15 ASX listing

4 Rights and liabilities attaching to Shares issued on conversion of the Note

4.1 Voting

4.2 Dividends

4.3 Transfer of shares

4.4 Meetings and notice

4.5 Issue of further Shares

5 Summary of the key terms of the Funding Agreement

5.1 Conditions precedent to the issue of the Note

(a) the lodgement of this Cleansing Notice with ASX;

(d) there not having occurred:

5.2 Conditions precedent to the making of Monthly Payments in respect of the Note

5.3 Representations and warranties made by Torian

5.4 The issue of subsequent notes

5.5 Events of default

5.6 Indemnity

5.7 Governing law

6 Additional information

6.1 Torian is a "disclosing entity"

6.2 Copies of documents

6.3 Consent

7 Glossary

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GOLDARC RESOURCES LIMITED Capital/Financing Update 2011