GOLDARC RESOURCES LIMITED — Capital/Financing Update 2011

Jun 29, 2011

ASX AND MEDIA RELEASE

LISTED OPTIONS EXPIRING 31 JULY 2011 (TNROB)

Thursday 30 June 2011

With reference to Listing Rule 6.24 and Paragraph 6.1 of Appendix 6A ('Timetables') of the ASX Listing Rules, the company advises today that it is sending the attached chairman's letter and notice of exercise form, together with a copy of this release, to all remaining holders of listed options (ASX code TNROB) which expire on 31 July 2011.

The Company further advises that:

• 1. The number of 31 July 2011 options outstanding is 555,525,238.
• 1. The exercise price is 1 cent (\$0.01).
• 1. The due date for exercise is 31 July 2011.
• 1. Any options which are not exercised will lapse and have no value.
• 1. The options will cease to be quoted on the ASX after the close of trading on Friday the 22^nd of July 2011.
• 1. The latest market price of the Company's ordinary shares was 0.6 cents as at 28 June 2011.
• 1. During the 3 months prior to 29 June2011 the highest market price of ordinary shares was 0.9 cents on Monday 11^th April 2011 and the lowest market price was 0.6 cents on Tuesday 28^th June 2011.
• 1. There is currently no underwriting agreement covering the exercise of these options.

For further information contact:

Scott Enderby on Phone (02) 9247 2277

Yours faithfully.

Scott Enderby. Company Secretary

Suite 21 44 Bridge Street Sydney 2000 Australia Ph. 02 9247 2277 Fax. 02 9247 7022 info@torianresources.com www.torianresources.com

Torian Resources NL ABN 72 002 261 565

LETTER TO TORIAN OPTIONHOLDERS

Dear Optionholder,

Last month I wrote to you about our new name and the challenges and opportunities available to Torian Resources for the future.

I enclosed with last month's letter a Notice of Exercise, and I am now enclosing a further copy which may be used by you to exercise your options, if you have not already done so. I remind you we must receive your Notice at the Share Registry or at the company's registered office at any time prior to 4 pm Perth time on 31 July 2011. The additional information regarding the options is sent in accordance with ASX Listing Rules.

I continue to encourage you to join our shareholders in an exciting new venture.

Since I last wrote to you we have commenced trial mining at Vatovorona in central Madagascar. We have extracted a further sample of over 460 kg from our initial pits for detailed analysis and assaying. The results of this testing will be available prior to the expiration date of your options.

Our initial excavations have not dented our optimism and enthusiasm for this project.

We have a realistic program of operations and expenditure in Madagascar for the next 2 years based on our fund raising projections. Our projected expenditure budget for the financial year 2011-12 is \$3-\$4 million which will see the completion of a large program of diamond core drilling, further open cutting mining and the commencement of processing to produce concentrate for further refining and the production of gold.

Our current projections continue to support this initial project which is the development of a high grade gold deposit, at relatively low production costs with early cash flows.

Torian Resources in Australia

Torian Resources intends to maintain and extend its operations in Australia whilst focusing on Madagascar. The price of tin continues to encourage the company to further explore its tenements in central NSW and to potentially develop its contractual right to all sub-surface resources at Ardlethan.

The company is also maintaining its diamond tenements in the Inverell region in northern NSW. Further field work is programmed for 2012 after the completion of some further analysis of the programs completed by the company over previous years.

I am convinced the company has enormous potential and we have only just begun to see some of that benefit.

I direct you to our new website at www.torianresources.com and invite you to listen to my regular radio interview updates on boardroom radio accessed from the site.

I can assure you the directors and management will continue to work hard for the benefit of all shareholders over the coming months and years and we look to see substantial improvement in the share price over the same time. I look forward to receipt of your Exercise Notice prior to 31 July 2011.

Again, I thank you for your support now and in the future.

Yours faithfully,

Peter Ashcroft Chairman. Torian Resources NL

NOTE. Investments in Torian Resources NL should always be considered speculative. There can be no assurance of any capital gains in the share price, or that exploration of the tenements or licences will result in a JORC code resource calculation.

Torian Resources NL ABN 72 002 261 565

Suite 21 44 Bridge Street Sydney 2000 Australia Ph. 02 9247 2277 Fax. 02 9247 7022 info@torianresources.com www.torianresources.com

999 TNR-888002497

Biller Code: 21296 Ref No: 9368880024971

TORIAN RESOURCES OPTIONHOLDER 44 SUCCESS STREET SYDNEY 2000

SUB REGISTER	CHESS
HIN / SRN	X52307
NO. OF OPTIONS HELD	5,000,000
AMOUNT PAYABLE IF EXERCISE IN FULL @ \$0.01 PER OPTION	\$50,000.00

The following is a summary of the more significant rights attaching to Options. This summary is not exhaustive and does not constitute a definitive statement of the rights and liabilities of Shareholders in the Company. To obtain such a statement, persons should seek independent legal advice.

Each Option entitles the holder to acquire one ordinary fully paid share in the Company ("Share") on the following terms and conditions:

a) The Options shall expire at 5.00pm on 31 July 2011 ("Expiry Date");

• The Options have an exercise price of \$0.01 each; $b)$
• The Options are freely transferable; $C)$
• If the Option holder holds more than one Option, all or any of the Options may be exercised from time to time by notice $(d)$ given in writing to the Company received prior to the Expiry Date together with the exercise price paid in full by cheque, or such other means of payment acceptable to the Directors;
• The Options can be exercised wholly or in part by notice in writing to the Company, however allotment of Shares will $e)$ occur on the last day of any month up to and including the expiry date, unless Directors approve otherwise;
• Any notice of exercise of Options received by the Company prior to any of these dates will be deemed to be a notice of $f$ the exercise of the Options as at such of those dates as next succeeds the date of receipt of the notice;
• There is no inherent right in the Options to participate in any new issue of securities which may be offered to shareholders $\alpha$ of the Company from time to time prior to exercise of the Options. The Company will ensure that during the exercise period, for the purpose of determining entitlements to any such new issue, the books closing date will be at least 10 Business Days after such new issue is announced and that the holder will be given written notice on the day of such announcement. This will give the holder an opportunity to exercise the Options prior to the books closing date of any such new issues:
• In the event of any reorganisation of the capital of the Company, the number of Options or the exercise price of the $h)$ Options or both shall be reorganised (as appropriate) in accordance with the Listing Rules;
• Upon exercise of the Options the shares issued will rank pari passu with existing ordinary fully paid shares; $i)$
• The Options are quoted on ASX; $i)$
• If there is a pro rata issue (except a bonus issue) to holders of Shares, the exercise price of an Option may be reduced in $\mathsf{k}$ accordance with the formula set out in Listing Rule 6.22.2; and
• If there is a bonus issue to holders of Shares, the number of Shares over which the Option is exercisable may be $\mathbf{h}$ increased by the number of Shares which the holder of the Option would have received if the Option had been exercised before the record date for the bonus issue.

NOTICE OF EXERCISE OF OPTION

To: Torian Resources NL C/- Advanced Share Registry Limited, PO Box 1156, Nedlands, Western Australia 6909

$1 / We$ Name of Option holder/s (Please use block letters)
Registered address of Option holder/s (Please use block letters)
hereby exercise my options to apply for	(number in words)	(in figures)
fully paid ordinary shares in the capital of Torian Resources NL and I/we enclose my/our cheque for \$ in payment of such shares at \$0.01 per Option subscription. I/we request that you allot me/us on the share register the number o shares to which I am/we are entitled and I/we agree to accept such shares subject to the Company's Memorandum and Articles o Association
PLEASE SIGN HERE:
Shareholder 1 (Individual)	Joint Shareholder 2 (Individual)	Joint Shareholder 3 (Individual)
Sole Director & Sole Company Secretary	Director	Director / Company Secretary

Business Telephone No.

Date