GOLDARC RESOURCES LIMITED — Capital/Financing Update 2017

Sep 17, 2017

ASX RELEASE

18 SEPTEMBER 2017

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Completion of Capital Raise

Torian Resources Limited ( ASX:TNR ) ( Torian or the Company ) is pleased to announce that it has completed the issue and allotment of 23,123,353 fully paid ordinary shares at an issue price of $0.085 per share to complete the capital raise of $2 million in working capital and to continue exploration of its Zuleika and Malcolm Projects.

The Placement was made to investors qualifying under Section 708 of the Corporations Act and the Company used its existing issue capacity under Listing Rules 7.1 and 7.1A to complete the issue.

Appendix 3B to apply for quotation of the Shares follows.

Disclosure under ASX Listing Rules 7.1A.4(b) and 3.10.5A

In accordance with ASX Listing Rules 7.1A.4(b) and 3.10.5A the Company makes the following disclosures in respect of the Placement:

• a) The Company issued a total of 23,123,353 fully paid ordinary shares of which 15,882,177 were issued under Listing Rule 7.1A. The remaining shares were issued under the Company’s 15% placement capacity under Listing Rule 7.1.

The securities issued under Listing Rule 7.1A resulted in the following dilution to existing holders:

• Number of fully paid shares on issue prior to the issue of securities was 164,398,249;

• Number of fully paid ordinary shares on issue following the issue of securities under Listing Rule 7.1A was 180,280,426 (or 188,673,222 shares including all shares issued under Listing rule 7.1. on the same Appendix 3B);

• The percentage of voting dilution following the issue is 8.81% (or 8.42% of the total number of shares on issue including the rest of the Placement shares and other consideration shares).

• b) The Company elected to undertake the Placement in preference to a pro-rata issue to existing shareholders as it offered superior certainty and timeliness and provided an opportunity to introduce new Australian funds to Torian’s register.

• c) No underwriting arrangements were entered into in connection with the Placement.

• d) A 5% gross fee on all Placement funds was paid to the broker who introduced investors to participate in the Placement for a total of $67,499 on shares issued under Listing Rule 7.1A.

ABN: 72 002 261 565 104 Colin Street, West Perth, WA 6005, Australia Phone +61 8 6216 0424 Fax +61 8 9322 4130

info@torianresources.com.au www.torianresources.com.au

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Secondary Trading Notice Pursuant to Section 708A(5)(E) of the Corporations Act 2001

The Company gives this notice pursuant to Section 708A(5)(E) of the Corporations Act 2001.

Torian advises that the issue of Placement shares was made without disclosure to investors under Part 6D.2 of the Corporations Act.

Torian confirms that, as at the day of this Notice:

• a. it has complied with:

• i. the provisions of Chapter 2M of the Corporations Act as they apply to the Company; and,

• ii. Section 674 of the Corporations Act; and

• b. there is no information that is ‘excluded information’ within the meaning of sections 708A(7) and 708A(8) of the Act.

For further information, please contact:

Matthew Sullivan

Managing Director (08) 6216 0424 info@torianresources.com.au

About Torian:

Torian Resources Ltd ( ASX:TNR ) is a highly active gold exploration and development company. Following the acquisition of Cascade Resources, the Company has a large and strategic landholding comprising eight projects and over 500km² located in the Goldfields Region of Western Australia.

Torian’s flagship project, Zuleika, is located along the world class Zuleika Shear. The Zuleika Shear is the fourth largest gold producing region in Australia and consistently produces some of the country’s highest grade and lowest cost gold mines. Torian’s Zuleika project lies north and partly along strike of several major gold deposits including Northern Star’s (ASX:NST) 7.0Moz East Kundana Joint Venture and Evolutions (ASX:EVN) 1.8Moz Frogs Legs and White Foil deposits.

The Zuleika Shear has seen significant corporate activity of late with over A$1 Billion worth of acquisition in the region by major mining companies. Since May 2015, Torian has increased its landholding by approximately 86% along the Zuleika Shear via eight separate acquisitions. The total land position at the Zuleika project is now approximately 223km² making Torian the second largest landholder in this highly sought after region.

Torian’s exploration team has an enviable track record of exploration success which includes the discovery of some of Australia’s largest gold mines. Last year Torian drilled 59,345m for a total of 1,319 holes across its projects. The large drilling campaign tested 26 exploration targets and, importantly, made four gold discoveries. This makes Torian one of the most active gold explorers on the ASX.

2017 is set to be another big year for the company. Torian’s exploration plans will focus on determining the size of these discoveries and will also test a number of other high priority targets. As one of the ASX’s most active gold explorers we offer new shareholders significant leverage to exploration success. We look forward to keeping you informed in what we believe will be another exciting year for our company.

2

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 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Torian Resources Limited

ABN

02 002 261 565

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 (e.g. 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)	Fully Paid Ordinary
	a) 17,358,647 b) 3,882,353 c) 1,882,353 d) 460,953 e) 690,667
	Fully Paid Ordinary Shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

04/03/2013

4 Do the+securities rank equally in all respects from the+issue date 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) 6a Is the entity an+eligible entity that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the+securities the subject of this Appendix 3B, and comply with section 6i 6b The date the security holder resolution under rule 7.1A was passed 6c Number of+securities issued without security holder approval under rule 7.1	Yes except: e) 690,667 are voluntarily escrowed for 24 months.
	a) $0.085 b) $0.085 c) $0.085 d) $0.085 e) $0.10
	a) 17,358,647 for working capital b) 3,882,353 for working capital c) 1,882,353 for working capital d) 460,953 in consideration for drilling services e) 690,667 in consideration for marketing services
	Yes
	31 May 2016
	7,241,176

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of+securities issued under an exception in rule 7.2 6g If+securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation. 6h If+securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B.	15,882,177
	Nil
	N/A
	Yes, the issue price was at least 75% of the 15 day VWAP The shares were issued 14 September 2017 The 15 day VWAP was $0.085 (using CommSec data) The issue price was $0.085
	The shares were issued for cash
	13,379,783
	a) 14 September 2017 b) 15 September 2017 c) 18 September 2017 d) 14 September 2017 e) 14 September 2017

• See chapter 19 for defined terms.

Appendix 3B Page 3

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Number +Class 8 Number and +class of all 188,673,222 Ordinary +securities quoted on ASX ( including the +securities in section 2 if applicable) Number +Class 9 Number and +class of all Nil +securities not quoted on ASX ( including the +securities in section 2 if applicable) 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

N/A

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

• See chapter 19 for defined terms.

Appendix 3B Page 5

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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+issue date
	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 6

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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 is not available now, we 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.

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Sign here: ............................................................ Date: 18/09/2017 ( ~~Director/~~ Company secretary)

Elissa Hansen Print name: .........................................................

• See chapter 19 for defined terms.

Appendix 3B Page 7

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Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for eligible entities

Introduced 01/08/12 Amended 04/03/13

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

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Insert number of fully paid [+] ordinary 75,477,119
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following: 80,463,875
• Number of fully paid [+] ordinary 3,855,592 (23/05/17)
securities issued in that 12 month
period under an exception in rule 7.2 124,524 (23/05/17)
• Number of fully paid [+] ordinary 190,476 (09/06/17)
securities issued in that 12 month
period with shareholder approval
• Number of partly paid [+] ordinary
securities that became fully paid in that
12 month period
Note:
• Include only ordinary securities here –
other classes of equity securities
cannot be added
• Include here (if applicable) the
securities the subject of the Appendix
3B to which this form is annexed
• It may be useful to set out issues of
securities on different dates as
separate line items
Subtract the number of fully paid Nil
+ ordinary securities cancelled during that
12 month period
“A” 160,111,586
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• See chapter 19 for defined terms.

Appendix 3B Page 8

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 24,016,737

Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used

Insert number of[+] equity securities issued 909,090 or agreed to be issued in that 12 month period not counting those issued: 690,667 (13/06/17) • Under an exception in rule 7.2 1,925,002 (21/07/17) • Under rule 7.1A 7,241,176 (18/09/17) • With security holder approval under rule 7.1 or rule 7.4

• Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities

• • Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• • It may be useful to set out issues of securities on different dates as separate line items

“C” 10,765,935

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 24,016,737 Note: number must be same as shown in Step 2 Subtract “C” 10,765,935 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 13,250,802 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 9

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Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated “A” 160,111,586 Note: number must be same as shown in Step 1 of Part 1 Step 2: Calculate 10% of “A” “D” 0.10 Note: this value cannot be changed Multiply “A” by 0.10 16,011,158 Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used Insert number of[+] equity securities issued 15,882,177 (14/09/17) or agreed to be issued in that 12 month period under rule 7.1A Notes: • This applies to equity securities – not just ordinary securities • Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed • Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained • It may be useful to set out issues of securities on different dates as separate line items “E” 15,882,177

• See chapter 19 for defined terms.

Appendix 3B Page 10

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A
“A” x 0.10 Note: number must be same as shown in Step 2	16,011,158
Subtract“E” Note: number must be same as shown in Step 3	15,882,177
Total[“A” x 0.10] – “E”	128,981 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 11

04/03/2013