GOLDARC RESOURCES LIMITED — Capital/Financing Update 2011

Aug 31, 2011

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [4 x 842] intentionally omitted <==

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

ASX AND MEDIA RELEASE MAJOR EQUITY FUNDING SECURED

==> picture [54 x 66] intentionally omitted <==

----- Start of picture text -----

Thursday 1
Torian Resour
In
----- End of picture text -----

==> picture [55 x 66] intentionally omitted <==

----- Start of picture text -----

C
----- End of picture text -----

Thursday 1[st] September 2011

Torian Resour c es announ c es that it h a s entered i n to a fundin g agreemen t with La Jol l a Cove Inv e stors Inc (‘L J C In v estors’ or ‘ L a Jolla’), ba s ed in La Joll a , southern C alifornia.

==> picture [54 x 66] intentionally omitted <==

----- Start of picture text -----

The agreemen
----- End of picture text -----

==> picture [55 x 66] intentionally omitted <==

----- Start of picture text -----

e r
----- End of picture text -----

The agreemen t provides a s follows;

• An ad v ance to th e company o f US$3 million with a f u rther optio n in the co m pany to se c ure a furth e r US$1. 5 million. To t al funds po t entially ava i lable under the agreem e nt are US$ 4 .5 million. Initial funds t o be dra w n down ar e US$3 milli o n. The ter m of the agre e ment is 3 years.

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

----- Start of picture text -----

y
----- End of picture text -----

• The security for th e advances a re three co n vertible no t es of US$1. 5 million ea c h

• The a g reement is subject to s hareholder approval w i th respect t o Listing R u le 7.1, and the compa n y propo s es calling a g eneral me e ting to seek that appro v al in late Oc t ober 2011

==> picture [54 x 66] intentionally omitted <==

• The n o tes are co n vertible int o ordinary s hares and i f after 2 ye a rs and 9 m onths from the issue L J C Invest o rs has not c onverted a n y or all of t h e Notes the company is entitled to c ompell La J o lla to conv e rt the unconverted notes

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

----- Start of picture text -----

o
----- End of picture text -----

• Intere s t at the rat e of 4.5% p a will accrue on all unco n verted not e s but the c o mpany has the option t o pay such interest b y issuing or d inary share s to La Jolla

• Each m onth:

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

----- Start of picture text -----

y.
e
----- End of picture text -----

• A f ter the co m mencemen t La Jolla wil l transfer a n amount not less than $ 200,000 to the company. T h e first pay m ent to the company is a sum of US $ 450,000 which has alre a dy been received.

• T h e Monthly Payment w i ll increase t o $250,000 , so long as the price o f Ordinary S hares on t h e P a yment Dat e is between AU $0.009 t o AU $0.01 5 ; and to $3 0 0,000 so lo n g as the pri c e of Ordinary S h ares on the Payment D a te is equal t o AU$0.016 or higher.

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

• The C o mpany may elect to obtain a one‐ti m e of mont h ly payment of $300,000 if required.

• • It is expected that the full amount of $3 m i llion will be fully drawn by Septemb e r 2012. • The C o nversion Pr i ce for the n o tes is the l e sser of: o A U $0.04; or

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

----- Start of picture text -----

y‐
----- End of picture text -----

• 8 5 % of the a v erage of the three (3) lowest Volume Weight e d Average P rices durin g the twenty‐ o n e(21) Tradi n g Days prior to the elec t ion to conv e rt

• • The c o mpany is permitted to s e ek further f unding to a limit of $4 m illion over t he term

==> picture [54 x 66] intentionally omitted <==

==> picture [55 x 66] intentionally omitted <==

==> picture [54 x 66] intentionally omitted <==

----- Start of picture text -----

N
agreement.
----- End of picture text -----

==> picture [55 x 66] intentionally omitted <==

----- Start of picture text -----

g
----- End of picture text -----

N o fees are p a yable to la Jolla, or any broker or third party in relation to the est a blishment o f the fundi n g agreement.

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [54 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

==> picture [55 x 65] intentionally omitted <==

The company believes this funding is the best option available to secure the next phases of its proposed programs in Madagascar and particualrly the gold project at Vatovorona. The company has proposed a work plan and budget for the next 18 months that would see 12,000 metres of drilling, the extension of the existing pit or the commencement of a further pit, the acquisition of some trial processing plant and the commencement of processing to produce concentrate for refining offshore from Madagascar.

The La Jolla agreement has the advantage of reducing the dilution of the stock as against an immediate cash advance by seeking to benefit from the possible rise in the share price over the program and shares only issuing to La Jolla at the time it provides the monthly advance. The requirements of the program do not demand the full amount of the advance be available at the outset but funds be available over the next 18 months as expenditure is incurred.

The company remains committed to completing Stage 2 at Vatovorona and this financing choice, together with funds to be raised in a proposed Share Purchase Plan will permit the company and its executives to stay focused and drive the project forward.

The offer to all shareholders to subscribe for shares in the Share Purchase Plan will be included along with the Notice of General Meeting documentation to approve the La Jolla agreement.

The result of La Jolla converting all its shares from the first two convertible notes at an issue price of 0.59 cents (85% of 0.7 cents) would be as follows:

Price	Number of shares to be issued to La Jolla	Total number of shares of the company after the issue to La Jolla	Percentage held by La Jolla if it retained all shares
(0.59 cents or 85% of 0.7 cents) Payment of US$3m, or A$2, 857,143 at exchange rate of A$1.05 for 1 US$ )	484,261,525	3,004,619,628	16.12%

The result of La Jolla converting all its shares from the first two convertible notes at an issue price of 0.59 cents (85% of 0.7cents) for one third of the advance (being US$1 million), and 0.85 cents (85% of 1 cent) for another third of the advance, and 1.02 cents (85% of 1.2 cents) for the final third of the advance would be as follows:

Price	Number of shares to be issued to La Jolla	Total number of shares of the company after the issue to La Jolla	Percentage held by La Jolla if it retained all shares
(0.59cents or 85% of 0.7 cents) (US$1m or A$ 952,381 at 1.05 exchange rate)	161,420,508	2,681,778,611	6.02%
(0.85 cents or 85% of 1 cent) (US$1m or A$ 952,381 at 1.05 exchange rate)	112,044,823	2,793,823,434	9.79%
(1.02 cents or 85% of 1.2 cents) (US$1m or A$ 952,381 at 1.05 exchange rate)	93,370,686	2,887,194,120	12.71%

For further inf o rmation co n tact:

Sc o tt Enderby on Phone (02) 9247 227 7

E m ail: info@t o rianresourc e s.com

Yours faithfull y ,

==> picture [12 x 54] intentionally omitted <==

==> picture [55 x 54] intentionally omitted <==

==> picture [55 x 54] intentionally omitted <==

==> picture [55 x 54] intentionally omitted <==

==> picture [31 x 54] intentionally omitted <==

Scott Enderby,

Company Secretary