GOLDARC RESOURCES LIMITED — Capital/Financing Update 2021

Oct 11, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

TORIAN RESOURCES LIMITED

Date of this announcement

Tuesday October 12, 2021

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
TNRAC	OPTION EXPIRING 05-FEB-2024 EX $0.026	4,000,000	11/10/2021

Refer to next page for full details of the announcement

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

TORIAN RESOURCES LIMITED

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ACN

Registration number

002261565

1.3 ASX issuer code

TNR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

12/10/2021

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Refer ASX 15 March 2021 - issue of options pursuant to equity swap agreement with BullionFX

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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has an existing ASX security code ("existing class")

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Part 3B - number and type of +securities the subject of this notification (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Additional +securities in an existing class

ASX +security code and description

TNRAC : OPTION EXPIRING 05-FEB-2024 EX $0.026

Date the +securities the subject of this notification were issued

11/10/2021

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class Yes

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Refer ASX announcement 15 March 2021 - issue of 4 million options exercisable at $0.026 expiring 5 February 2024 following completion of equity swap agreement with BullionFX

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

Issue details

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Number of +securities

4,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Issued in consideration for the introduction and assistance in negotiating the BullionFX Share Subscription Agreement

Purpose of the issue

To pay for services rendered

Additional Details

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
TNR : ORDINARY FULLY PAID	869,387,152
TNROB : OPTION EXPIRING 30-NOV-2023 DEFERRED	347,754,860
TNRO : OPTION EXPIRING 07-FEB-2022	461,228,112

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
TNRN : ORDINARY FULLY PAID DEFERRED	347,754,860
TNRAC : OPTION EXPIRING 05-FEB-2024 EX $0.026	28,000,000
TNRAA : OPTION EXPIRING VARIOUS DATES EX VARIOUS PRICES	11,000,000
TNRAO : CONVERTIBLE NOTES	3,049,235
TNRAP : OPTION EXPIRING 30-SEP-2024 EX $0.042	1
TNRAL : CLASS A PERFORMANCE RIGHTS	3,600,000
TNRAM : CLASS B PERFORMANCE RIGHTS	5,400,000
TNRAN : CLASS C PERFORMANCE RIGHTS	1,000,000

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

4000000

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? No

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