GOLDARC RESOURCES LIMITED — Capital/Financing Update 2012

Jan 2, 2012

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 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 A. Ordinary shares

• issued B. Unlisted Options

• 2 Number of[+] securities issued or to A. 200,000,000

• be issued (if known) or maximum number which may be issued B. 200,000,000

3 Principal terms of the[+] securities (eg, if options, exercise price and A. Fully Paid ordinary shares expiry date; if partly paid + B. Options – Exercise price of $0.0023 on or securities, the amount outstanding before 29 December 2015 and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	A. Yes B. Ordinary shares issued from the conversion of options will rank equally once issued	A. Yes B. Ordinary shares issued from the conversion of options will rank equally once issued
	Nil
	A. Shares issued to Penna (S & I) Pty Limited and Cache Management Consulting Pty Limited pursuant to the Consultancy Deeds and as approved by Shareholders at the General Meeting held 16 December 2011. B. Options issued pursuant to the 2011 Executive Incentive Plan as approved by Shareholders at the Annual General Meetingheld 31 May2011
	29 December 2011
	Number	+Class
	2,929,345,525	TNR

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

Appendix 3B New issue announcement

9 Number and+class of all +securities not quoted on ASX (including the securities in clause 2 if applicable)	Number	+Class
	3,000,000 19,950,000 25,000,000 14,000,000 101,500,000 101,500,000 100,500,000 100,500,000 200,000,000 73,724,328 1	Unlisted $0.0033 Employee Options expiring 14 October 2013 Unlisted $0.004 Options expiring 31 December 2012 Unlisted $0.01 Options expiring 31 December 2012 Unlisted $0.005 Options expiring 31 December 2012 Unlisted $0.01 Options expiring 31 December 2014 Unlisted $0.011 Options expiring 31 December 2014 Unlisted $0.012 Options expiring 31 December 2015 Unlisted $0.013 Options expiring 31 December 2015 Unlisted $0.0023 Options expiring 29 December 2015 20c ordinary shares partly paid to 18c Convertible Note expiring 31 August2014

• 10 Dividend policy (in the Not Applicable

• case of a trust, distribution policy) on the increased capital (interests)

Part 2 - DELETED – NOT APPLICABLE

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

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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

• See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

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 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

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)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• 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.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any 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.

==> picture [137 x 55] intentionally omitted <==

Sign here: ............................................................ Date: 3 January 2012 (Company secretary)

Print name: Elissa Hansen

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity TORIAN RESOURCES NL

ABN 72 002 261 565

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Peter John Ashcroft Date of last notice 21 September 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Parkview Services (Australia) Pty Limited (The Director is a director and shareholder of this company). The company is the legal owner of the shares. Parkview Services (Australia) Pty Limited Parkview Services Superannuation Fund> The Director is a director of the company and a beneficiary of the fund. Ashware Holdings Pty Limited (The Director is director of this company but has no beneficial interest in any shares of the company). The company is the legal owner of the Torian shares. Penna (S & I) Pty Limited (The Director is a director and shareholder of this company). The company is the legal owner of the shares.
Date of change	29 December 2011 31 December 2011 – options expired

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Securities held by held by Parkview Services (Australia) Pty Limited Fund>: 67,383,334 TNR 10,000,000 31 December 2011 $0.00948 unlisted options 9,500,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 47,000,000 31 December 2014 $0.01 unlisted options 47,000,000 31 December 2014 $0.011 unlisted options 47,000,000 31 December 2015 $0.012 unlisted options 47,000,000 31 December 2015 $0.013 unlisted options Securities held by Parkview Services (Australia) Pty Limited: 4,392,500 TNR Securities held by Ashware Holdings Pty Ltd: 13,000,000 TNR
Class	TNR– Fully paid ordinary shares Unlisted Options– with various exercise prices and expiry dates.
Number acquired	100,000,000 TNR 100,000,000 Unlisted Options
Number disposed	10,000,000 31 December 2011 $0.00948 unlisted options
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Securities held by held by Parkview Services (Australia) Pty Limited Fund>: 67,333,334 TNR 9,500,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 47,000,000 31 December 2014 $0.01 unlisted options 47,000,000 31 December 2014 $0.011 unlisted options 47,000,000 31 December 2015 $0.012 unlisted options 47,000,000 31 December 2015 $0.013 unlisted options 100,000,000 29 December 2015 $0.0023 unlisted options Securities held by Parkview Services (Australia) Pty Limited: 4,392,500 TNR Securities held by Ashware Holdings Pty Ltd: 13,000,000 TNR Securities held by Penna (S & I) Pty Limited: 100,000,000 TNR
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	TNR issued pursuant to Resolution 7, the issue of Shares to related parties under the Consultancy Deeds, approved by Shareholders at a General Meeting held 16 December 2011. Unlisted options issued pursuant to the 2011 Executive Incentive Plan as approved by Shareholders at the AGM held 31 May 2011 Unlisted options expired 31 December 2011

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the trade to proceed during this period? If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of Director’s Interest Notice

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 30/09/01 Amended 01/01/11

Name of entity TORIAN RESOURCES NL

ABN 72 002 261 565

We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Ian Anthony Johns Date of last notice 21 September 2011

Part 1 - Change of director’s relevant interests in securities

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Direct or indirect interest	Direct and Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Johns Corporation Pty Limited as trustee for Trust>. The Director is a Director of the Company and beneficiary of the Trust. The company is the legal owner of the shares. Victoria Ann Johns is the spouse of Ian Anthony Johns. Cache Management Consulting Pty Limited. The Director is a director and shareholder of this company. The company is the legal owner of the shares.
Date of change	29 December 2011 31 December 2011 – options expired

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 1

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change	Securities held by Johns Corporation P/L as trustee for : 146,872,167 TNR 10,000,000 31 December 2011 $0.00448 unlisted options 10,000,000 31 December 2011 $0.00948 unlisted options 10,000,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 51,000,000 31 December 2014 $0.01 unlisted options 51,000,000 31 December 2014 $0.011 unlisted options 50,000,000 31 December 2015 $0.012 unlisted options 50,000,000 31 December 2015 $0.013 unlisted options Securities held directly by Ian Anthony Johns: 9,405,215 TNR Securities held by Victoria Anne Johns (Spouse): 3,700,000 TNR
Class	TNR– Fully paid ordinary shares Unlisted Options– with various exercise prices and expiry dates.
Number acquired	100,000,000 TNR 100,000,000 Unlisted Options
Number disposed	10,000,000 31 December 2011 $0.00448 unlisted options 10,000,000 31 December 2011 $0.00948 unlisted options
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	Securities held by Johns Corporation P/L as trustee for : 146,872,167 TNR 10,000,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 51,000,000 31 December 2014 $0.01 unlisted options 51,000,000 31 December 2014 $0.011 unlisted options 50,000,000 31 December 2015 $0.012 unlisted options 50,000,000 31 December 2015 $0.013 unlisted options 100,000,000 29 December 2015 $0.0023 unlisted options Securities held directly by Ian Anthony Johns: 9,405,215 TNR Securities held by Victoria Anne Johns (Spouse): 3,700,000 TNR Securities held by Cache Management Consulting Pty Limited: 100,000,000 TNR
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	TNR issued pursuant to Resolution 7, the issue of Shares to related parties under the Consultancy Deeds, approved by Shareholders at a General Meeting held 16 December 2011. Unlisted options issued pursuant to the 2011 Executive Incentive Plan as approved by Shareholders at the AGM held 31 May 2011 Unlisted options expired 31 December 2011

• See chapter 19 for defined terms.

Appendix 3Y Page 2

01/01/2011

Appendix 3Y Change of Director’s Interest Notice

Part 2 – Change of director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Nature of interest Name of registered holder (if issued securities) Date of change No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed Interest acquired Interest disposed Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation Interest after change

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?
If prior written clearance was provided, on what date was this provided?

• See chapter 19 for defined terms.

01/01/2011 Appendix 3Y Page 3