GOLDARC RESOURCES LIMITED — Capital/Financing Update 2012

Jul 12, 2012

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URGENT.

Suite 1, Level 10 15-17 Young Street, Sydney NSW 2000 Australia Phone +61 2 9247 2277 Fax +61 2 9247 7055 info@torianresources.com www.torianresources.com

Appendix 3B New issue announcement

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, 24/10/2005.

Name of entity

Torian Resources NL

ABN

$\overline{z}$

issued

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).

• ⁺Class of ⁺securities issued or to $\mathbf{I}$ be issued
• Convertible Notes expiring 10 July 2013 Α. Fully Paid Ordinary Shares in Torian B. Resources (TNR)
• Number of *securities issued or А. Two (2) Convertible Notes to be issued (if known) or 110,564,773 TNR В. maximum number which may be
• Principal terms of the "securities" 3 (eg, if options, exercise price and expiry date; if partly paid amount *securities, the outstanding and due dates for payment; +convertible if securities, the conversion price and dates for conversion)

One Convertible Note in the sum of A. \$100,000 and one Convertible Note in the sum of \$70,000 issued to sophisticated and professional clients of Greenard Willling with zero interest convertible within 12 months of the Agreement (being 10 July 2013) at a 20% discount to the lowest Volume Weighted Average Price (VWAP) of the previous five trading days to the conversion

Ordinary Shares В.

⁺ See chapter 19 for defined terms.

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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 for the next participate 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 interest OГ payment	А. В.	Ordinary shares issued from the full or partial conversion of the Convertible Notes will rank equally once issued Yes
5.	Issue price or consideration	А.	\$170,000 for the issue of the Convertible Notes
		В.	87,500,000 TNR issued upon receipt of Conversion Notices in respect to the partial conversion of Convertible Notes referred to in "A" above for \$70,000 at a calculated price of \$0.0008 per share, being a 20% discount to the VWAP of the previous five trading days. 9,289,773 TNR issued at \$0.0011 per share. 13,775,000 TNR issued at \$0.00125 per share
6	Purpose of the issue (If issued as consideration for the clearly of assets, acquisition identify those assets)		Funds raised from the issue of Convertible Notes will be used for working capital.
7	Dates of entering + securities into uncertificated holdings or despatch of certificates		13 July 2012

⁺ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

			Number		+Class
8	and + class of Number quoted $-$ 0.0. *securities the securities including) clause 2 if applicable)	all ASX in	3,813,603.767		TNR
		Number		+ Class
9	Number and + class of all *securities not quoted on (including the ASX securities in clause 2 if applicable)	19,950,000		Unlisted \$0.004 Options expiring 31 December 2012
		25,000,000		Unlisted \$0.01 Options expiring 31 December 2012
		14,000,000		Unlisted \$0.005 Options expiring 31 December 2012
		3,000,000		Unlisted \$0,0033 Employee Options expiring 14 October 2013
		80,000,000		Unlisted \$0.005 Options expiring 15 December 2013
		101,500,000		Unlisted \$0.01 Options expiring 31 December 2014
			101,500,000	December 2014	Unlisted \$0.011 Options expiring 31
		100,500,000		Unlisted \$0,012 Options expiring 31 December 2015
		100,500,000		Unlisted \$0.013 Options expiring 31 December 2015
			200,000,000	29 December 2015	Unlisted \$0,0023 Options expiring
		73,724,328		18 c	20c ordinary shares partly paid to
		$\overline{2}$		Convertible Notes expiring 10 July 2013

Dividend policy (in the $10$ case of a trust, distribution policy) on the increased capital (interests)

The company does not expect to pay a dividend in the near future

Part 2 - DELETED - NOT APPLICABLE

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Part 3 - Quotation of securities

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

• Type of securities 34 (tick one)
• Securities described in Part 1 $(a)$ ∇

All other securities $(b)$

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

• If the *securities are *equity securities, the names of the 20 largest holders of the 35 additional *securities, and the number and percentage of additional *securities held by those holders
• If the *securities are *equity securities, a distribution schedule of the additional 36 *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

A copy of any trust deed for the additional *securities 37

⁺ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

	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 date from which they do the extent to which they the next for participate dividend, (in the case of a trust, distribution) or interest payment the extent to which they do ٠ not rank equally, other than in relation to the next dividend, interest distribution OΓ payment
41	Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)
42	of class all and Number ASX quoted on securities (including the securities in clause 38)	Number	+ Class

⁺ See chapter 19 for defined terms.

Appendix 3B New issue announcement

Quotation agreement

• *Quotation of our additional *securities is in ASX's absolute discretion. ASX $\mathbf{I}$ may quote the *securities on any conditions it decides.
• We warrant the following to ASX. $\overline{2}$
• The issue of the 'securities to be quoted complies with the law and is not for an illegal purpose.
• There is no reason why those *securities should not be granted *quotation.
• An offer of the 'securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any *securities to be quoted and that no-one has any right to return any 'securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the *securities be quoted.
• If we are a trust, we warrant that no person has the right to return the *securities to be quoted under section 1019B of the Corporations Act at the time that we request that the 'securities be quoted.
• We will indemnify ASX to the fullest extent permitted by law in respect of any 3 claim, action or expense arising from or connected with any breach of the warranties in this agreement.
• We give ASX the information and documents required by this form. If any 4 information or document not available now, will give it to ASX before *quotation of the *securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

. . . . . . . . . . . . . . . . . . . . (Company Secretary)

Date: 13 July 2012

Print name:

Elissa Hansen

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⁺ See chapter 19 for defined terms.