GOLDARC RESOURCES LIMITED — Capital/Financing Update 2011

Aug 23, 2011

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002,1/1/2003.

Name of entity

Torian Resources NL

ABN

72 002 261 565

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of +securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion) 4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted+securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment	TNR - Fully Paid Ordinary shares TNRAK – Unlisted Options
	42,891,423 TNR 15,500,000 TNRAK Unlisted Options with various terms
	TNR: Ordinary shares TNRAK: Unlisted Options with various terms: $0.005 exercise price expiring 31 Dec 2011 $0.01 exercise price expiring 31 Dec 2011 $0.005 exercise price expiring 31 Dec 2012 $0.01 exerciseprice expiring31 Dec 2012
	Ordinary shares issued from the conversion of all classes of options will rank equally as fully paid ordinary shares once issued.

5 Issue price or consideration 30,418,210 TNR issued to participants in recent placement for consideration of $200,000 10,044,642 TNR issued to Parkview Services (Australia) Pty Ltd in consideration for $45,000 paid for conversion of $0.00448 31 December 2011 unlisted options held indirectly by Peter Ashcroft 2,428,571 TNR issued to Torian non-director employees with respect to 2011 employment incentive agreements. 15,500,000 TNRAK Unlisted Options with various terms issued to Torian non-director employees with respect to 2011 employment incentive agreements: 2,000,000 $0.005 exercise price expiring 31 Dec 2011 3,500,000 $0.01 exercise price expiring 31 Dec 2011 5,000,000 $0.005 exercise price expiring 31 Dec 2012 5,000,000 $0.01 exercise price expiring 31 Dec 2012

6	Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets)

Shares issued from placement to sophisticated investors; shares issued from conversion of directors unlisted options; shares and unlisted options issued to Torian non-director employees as part of employment agreements.

7 Dates of entering +securities into 25 August 2011 uncertificated holdings or despatch of certificates Number +Class 8 Number and[+] class of all[+] securities 2,520,352,745 TNR quoted on ASX ( including the securities in clause 2 if applicable)

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	59,580,000 48,000,000 9,955,358 20,000,000 2,000,000 3,500,000	TNRAK: Unlisted $0.005 Employee Options expiring 31 August 2012 TNRAL: Unlisted $0.0033 Employee Options expiring 14 October 2013 TNRAK: Unlisted $0.00448 Options expiring 31 December 2011 TNRAK: Unlisted $0.00948 Options expiring 31 December 2011 TNRAK: Unlisted $0.005 Options expiring 31 December 2011 TNRAK: Unlisted $0.01 Options expiring 31 December 2011

20,000,000 25,000,000 14,000,000 101,500,000 101,500,000 100,500,000 100,500,000 73,724,328

TNRAK: Unlisted $0.004 Options expiring 31 December 2012 TNRAK: Unlisted $0.01 Options expiring 31 December 2012 TNRAK: Unlisted $0.005 Options expiring 31 December 2012 TNRAK: Unlisted $0.01 Options expiring 31 December 2014 TNRAK: Unlisted $0.011 Options expiring 31 December 2014 TNRAK: Unlisted $0.012 Options expiring 31 December 2015 TNRAK: Unlisted $0.013 Options expiring 31 December 2015 20c ordinarysharespartly paid to 18c

10 Dividend policy (in the case of a The company does not expect to pay a dividend in the near future trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11	Is security holder approval
	required?
12	Is the issue renounceable or non-
	renounceable?
13	Ratio in which the+securities will be
	offered
14	+Class of +securities to which the
	offer relates
15	+Record date to determine
	entitlements
16	Will holdings on different registers
	(or subregisters) be aggregated for
	calculating entitlements?
17	Policy for deciding entitlements in
	relation to fractions
18	Names of countries in which the
	entity has+security holders who will
	not be sent new issue documents
	Note: Security holders must be told

how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of +security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements in full through a broker?

31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

• 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

• 33 +Despatch date

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a) Securities described in Part 1

• (b) All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• 35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

• 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

• 38 Number of securities for which[+] quotation is sought

• 39 Class of[+] securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:

• the d ate from which they do

• • the e xtent to which they participat e for the next divid e nd, (in the case of a trust, d istribution) or inter e st payment

• • the e xtent to whic h they do not rank equally, othe r than in rel a tion to the next dividend, distribution or intere s t payment

• 41 Reason f or request for q uotation now Example: In the case o f restricted sec u rities, end of restrictio n period (if issu e d upon conv e rsion of ano t her security, clearly identify that othe r security) Number +Class

• 4 2 Numbe r and[+] class of all[+] securiti e s quoted on ASX ( in c luding the s e curities in cla u se 38)

Quotation agreement

• 1 +Quotation of our ad d itional[+] securities is in AS X ’s absolute d iscretion. ASX may quote t he[+] securities on any conditi o ns it decides.

• 2 We wa r rant the follo w ing to ASX.

• The issue of the[+] se c urities to be q uoted compl i es with the la w and is not f o r an illegal p u rpose.

• There i s no reason w hy those[+] se c urities shoul d not be granted[+] quotation.

• An offe r of the[+] secu r ities for sale w ithin 12 mon t hs after their issue will not require discl o sure under s e ction 707(3) o r section 1012C(6) of t he Corporati o ns Act.

Note: An entity m ay need to o btain appro p riate warranties from subs c ribers for th e securities in order to be a ble to give t h is warranty

• Section 724 or secti o n 1016E of t h e Corporatio n s Act does not apply to any application s received by us in relation to any[+] s e curities to be quoted and t h at no-one h a s any right to return any[+] s ecurities to b e quoted und e r sections 7 3 7, 738 or 1 016F of the C orporations A ct at the tim e that we request that the[+] s ecurities be q uoted.

• • We wa r rant that if co n firmation is r e quired unde r section 101 7 F of the Corporations Act i n relation to t h e[+] securities to be q u oted, it has b een provided at the time th a t we request that the[+] securities be qu o ted.

• If we are a trust, we w arrant that n o person has t he right to re t urn the[+] sec u rities to be q u oted under s e ction 1019B of the Corporations Act at the time th a t we request that the[+] se c urities be quoted.

• 3 We will indemnify A S X to the fulle s t extent permitted by law i n respect of a n y claim, action or expense arising from o r connec t ed with any b reach of the w arranties in this agreeme n t.

• 4 We giv e ASX the inf o rmation and d ocuments re q uired by this form. If any i n formation or document no t available no w , will giv e it to ASX be f ore[+] quotation of the[+] sec u rities begins. We acknowl e dge that AS X is relying on the inform a tion and doc u ments. We w arrant that th e y are (will b e ) true and co m plete.

==> picture [55 x 51] intentionally omitted <==

==> picture [54 x 51] intentionally omitted <==

==> picture [14 x 51] intentionally omitted <==

Si g n here: Print name: Scott Enderby

Date: T uesday 24 A u gust 2011