GOLDARC RESOURCES LIMITED — Interim / Quarterly Report 2021

Sep 12, 2021

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TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 30 JUNE 2021

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES ABN 72 002 261 565

TABLE OF CONTENTS

1.	Directors’ Report	Page	2
2.	Auditor’s Independence Declaration	Page	16
3.	Consolidated Statement of Profit or Loss and Other	Page	17
	Comprehensive Income
4.	Consolidated Statement of Financial Position	Page	18
5.	Consolidated Statement of Changes in Equity	Page	19
6.	Consolidated Statement of Cash Flows	Page	20
7.	Notes to the Financial Statements	Page	21
8.	Directors’ Declaration	Page	31
9.	Independent Auditor’s Review Report	Page	32

1

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES ABN 72 002 261 565

DIRECTORS’ REPORT

Your directors submit the financial report of Torian Resources Limited (“Torian” or “the Group”) for the halfyear ended 30 June 2021.

Directors

The names of directors who held office during the half-year and up to the date of this report, unless otherwise stated are:

Mr Paul Summers – Executive Chairman

Mr Peretz Schapiro – Executive Director

Mr Dale Schultz – Non-Executive Director

Principal Activities

The activities of the Group and its subsidiaries during the half year ended 30 June 2021 was to explore mineral tenements in Western Australia.

Dividends

No dividends have been declared, provided for or paid in respect of the financial period (30 June 2020: Nil).

Financial Summary

The consolidated loss after income tax of the Group for the half year ended 30 June 2021 is $1,280,212 (2020: $1,234,491).

Review of Operations

During the half year, the Group was focussed on its prospective gold targets at its Mt Stirling and Mt Stirling Well gold projects in Leonora, Western Australia. The Company announced a material upgrade to the Mt Stirling Mineral Resource Estimate as well as focussing on drilling and interpretation of the Mt Stirling and Mt Stirling Well drilling results. The Company has also been focused on securing financing for the acquisition of the Tarmoola Pastoral Station and Mining Services business.

– Mt Stirling Gold Project Mineral Resource Estimate Update

Torian’s flagship Mt Stirling Project is situated approximately 40km NW of Leonora, and neighbours Red 5’s Kind of the Hills mine. The region has recently produced approximately 14M oz of gold from mines such as Tower Hills, Sons of Gwalia, Thunderbox, Harbour Lights and Gwalia.

During the Period the Company engaged resource estimate consultants BMGS to conduct an interim JORC resource estimate upgrade incorporating results from 85 recent drill holes with the intention of expanding the inferred resource estimate at Mt Stirling and inferred resource estimate at Mt Stirling Well.

Mt Stirling Interim Mineral Resource Estimate ( MRE ) increased by 200% to 2.05M tonnes @ 1.54 g/t Au for 102,000 ounces including 20,000 Indicated ounces from surface (using a 0.5 g/t gold cut-off) (Table 1).

The MRE was classified as Indicated and Inferred based on drill density, geological understanding, grade continuity and economic parameters of Open Pit mining. The May 2021 MRE contains 2,050K tonnes at 1.5 g/t Au for 102,000 ounces using a 0.5 g/t gold lower reporting cut-off.

Category	Tonnes	Au	Ounces
Indicated	355,000	1.7	20,000
Inferred	1,695,000	1.5	82,000

2

Category	Tonnes	Au	Ounces
Total	2,050,000	1.5	102,000

Table 1. May 2021 Mineral Resource Estimate at a cut-off of 0.5 g/t– (Rounded to 2 significant figures)

The Mt Stirling MRE is based on recent and historic reverse circulation (RC) and diamond (DH) drill hole data. Re-sampling and re-logging has also been completed by Torian staff on historical diamond core. The MRE utilised 68 RC holes and 4 diamond to create 3-dimensional (3D) mineralisation wireframes and weathering surfaces. The interpretation was then used to flag drilling data to be used in estimation of grades into a block model constructed using the Geovia Surpac software package (Surpac). The mineralisation interpretation was completed on 40 metre (m) spaced drilling, using a nominal 0.5 grams per tonne gold (g/t Au) lower cut-off.

**Hole Type **	Number of holes	Total meters
RC	68	12,522.00
DD	4	1,757.65
Total	72	14,279.65

Table 2. Drill hole types in dataset

Historical samples were assayed using 40g or 50g charge lead collection Fire Assay with atomic absorption spectrometry finish (AAS finish) or Aqua Regia. Current samples were assayed using 500g Photon Assay (Photon) by MinAnalytical.

A total of 135 samples were assayed using Photon that represent the spread of grade found within the orebody, were sent to another lab (Nagron) to be re-assayed using Fire Assay. Mineralisation wireframes were created in Surpac. The wireframes consist of a main lode (domain 1) that strikes towards 315° and dips steeply the northwest. Some smaller ancillary lodes were created where mineralisation outside of the main lode was continuous enough to be joined across sections (domains 2 and 3). Any anomalous grade that could not be joined across sections was included in domain 99 that will not be used in reporting due to the lack of confidence in lodes based on insufficient intersection points. A nominal cut-off of 0.5 g/t gold was used to define mineralisation boundaries; however, lower grades were sometimes included to maintain continuity. The mineralised lodes were flagged to the model in the “domain” attribute.

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Figure 1. Mount Stirling Long Section update

3

A grade tonnage curve is displayed and tabulated in Figure 2 and Table 2 below.

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Figure 2. May 2021 Mt Stirling MRE tonnes vs. grade plot

Cut Off	Tonnes	Au	Ounces
0.5	2,050,493	1.54	101,722
0.75	1,835,164	1.64	96,822
1.0	1,415,623	1.88	85,520
1.25	1,128,689	2.07	75,044
1.5	893,349	2.25	64,624
1.75	585,280	2.58	48,511
2.0	421,501	2.86	38,730
2.25	310,549	3.12	31,161
2.5	245,341	3.32	26,196
2.75	166,198	3.65	19,519
3.0	143,243	3.78	17,404

Table 2. MRE Tonnage grade tabulation

The classification of the MRE is based on geological confidence, mineralisation continuity and likelihood of economic extraction. Further work will focus on the following:

• Improving drilling density to allow for collection of geological and grade data.

• Completion of Open Pit optimisation studies using current mining metrics to ensure MRE classification assumptions are valid.

• Completion of Metallurgical test work on mineralisation from the project to understand recovery implication relating to likely milling processes.

• Ongoing QAQC of data collection process to ensure all information is valid and relevant to project.

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Mt Stirling Gold Project Significant Gold Results from Surface

The Mt Stirling gold system’s mineralised endowment includes wide shear zone gold-bearing zones, chlorite-quartz schist associated gold, high grade narrow vein lode(s), and porphyry footwall contact gold potential.

Recent significant results released during the Period include:

• 2000N:

• 2m @ 1.01 g/t Au from 2m (MSRC096); inc 1m @ 1.39 g/t Au from 3m

• 1m @ 1.58 g/t Au from 24m (MSRC102)

• 1840N:

• 2m @ 8.02 g/t Au from 1m (MSRC062); inc 1m @ 15.19 g/t Au from 1m

• 1800N:

• 2m @ 1.24 g/t Au from 34m (MSRC059); inc 1m @ 1.72 g/t Au from 35m; and 1m @ 1.10 g/t Au from 53m

• 1m @ 1.26 g/t Au from 41m (MSRD003A)

• 1760N:

• 1m @ 1.98 g/t Au from 8m (MSRC058)

• 1m @ 1.20 g/t Au from 49m (MSRD003); and 1m @ 1.01 g/t Au from 77m

• 1720N:

• 2m @ 1.72 g/t Au from 12m (MSRC055); inc 1m @ 2.66 g/t Au from 13m

• 1640N:

• 1m @ 1.32 g/t Au from 111m (MSRC025)

• 1600N:

• 1m @ 1.22 g/t Au from 29m (MSRC046); and 1m @ 1.48 g/t Au from 101m

• 1m @ 3.93 g/t Au from 108m (MSRC047)

• 1560N:

• 1m @ 2.52 g/t Au from 22m (MSRC043); and 4m @ 1.60 g/t Au from 39m; inc 1m @ 4.06 g/t Au from 41m

• 1520N:

• 1m @ 3.51 g/t Au from 6m (MSRC040)

• 1480N:

• 1m @ 4.92 g/t Au from 88m (MSRC026)

• 1440N:

• 1m @ 1.66 g/t Au from 62m (MSRC083)

• 1m @ 1.22 g/t Au from 95m (MSRC034); and 1m @ 1.69 g/t Au from 106m

• 2m @ 2.06 g/t Au from 34m (MSRC035); inc 1m @ 3.37 g/t Au from 35m; and 1m @ 2.85 g/t Au from 85m

• 1m @ 0.81 g/t Au from 47m (MSRC036); and 1m @ 2.14 g/t Au from 83m

These additional multiple shallow mineralised gold intercepts were not included in the recent Interim MRE update. Intercepts provide multiple follow-up, in-fill and extensional drilling opportunities with further Optimisation Studies to assess modelling and extraction potential.

Extensional and in-fill drill planning continues on mineral domains such as the Hanging Wall Zone lower segments, parts of the Viserion Zone, and other mineral zones which were not included in the Interim MRE Update due to sparse drill spacing and mineralised sample assays yet to be received and reported which may confirm continuity of further mineralised zones between drill holes and sections.

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Only 740m of strike incorporated into MRE from a total interpreted 1.16km strike of the Mt Stirling gold system with Mt Stirling Main Zone; Hanging Wall, Viserion lodes, and multiple shallow eastern gold mineralised zones all remaining open along strike and down-dip.

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Figure 3. Regional map of the Mt Stirling Gold Project tenements showing the Stirling Block and the Diorite Block and the surrounding Red 5 (ASX:RED) tenements including the King of the Hills gold mine

Drill planning and further structural and geological mapping over the significant ~500m strike (>10ppm and up to 125ppm) arsenic surface anomaly Hydra mineralisation discovery 1.25 km further along strike to the NW of Viserion and is likely a surface expression of the Mt Stirling gold system.

If continuous, the Mt Stirling Gold system strike would exceed 2.25km. Significant arsenic anomalies have also been defined (pXRF) ~200m SE and ~500m NW of Interim Resource Estimate boundary, implying continuity of the gold system to both the SE & NW.

The Mt Stirling Gold System footprint continues to track on par and is consistent with regional significant discoveries, e.g. St Barbara’s (ASX:SBM) 4.8Moz Gwalia Mine and Northern Star’s (ASX:NST) 3.8Moz Thunderbox Mine, with the Mt Stirling gold system remaining open in all directions.

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Figure 4. Mt Stirling 2000N Significant Intercepts from recent NW Extension Phase 2 drilling

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Figure 5. Mt Stirling 1560N Significant Intercepts from recent Central Phase 2 drilling

8

Tarmoola Station Acquisition

During the last quarter of 2020 the Company advised that via its wholly owned subsidiary Tarmoola Holdings Pty Ltd ( THP ) it had entered into an exclusive option agreement to purchase the 172,662Ha (424,748 Acre) Tarmoola Station. During the Period Torian exercised its option to purchase the 172,662 Ha (424,748 acre) Tarmoola Station and associated mining services business “Carhill Contracting”.

The purchase of the Tarmoola station is seen as a crucial step towards fast-tracking the exploration of and potential mining production at the Mt Stirling Gold Project as there are substantial access benefits in holding pastoral leases.

The majority of Torian’s Mt Stirling Gold Project including the Mt Stirling, Stirling Well, numerous historical Au workings, and much of the Diorite prospects and historical mines and workings, falls within the bounds of Tarmoola Station. Approximately 50% of the pastoral lease is covered by mining / exploration leases, with the station hosting numerous operating and abandoned mines including Red 5 Ltd’s KOTH Operation; Round Oak Minerals Jaguar Project and the operating Bentley underground mine.

The station currently contains a 20-person camp with approvals in place as well as infrastructure already built to expand to a 50-person accommodation facility. The Pastoral Lease also includes the 10 Mile Outcamp accommodation facility, in the NE of the property, and is serviced by the Goldfields Highway and a myriad of pastoral access tracks, including the Agnew and Darlot access roads. The station is neighboured by Nambi Station – leased by Glencore Mining, and Melrose Station leased by Red 5 Ltd.

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Figure 6. Tarmoola Exploration Camp (NW view)

Since 2018 the owners have invested in excess of $1,000,000 in infrastructure upgrades across the Station including maintaining and upgrading 34 automated solar powered wells out of 42 existing wells that draw from the abundant water resource of the Tarmoola Aquifer.

In addition to the pastoral lease and camp, the station agreement includes a number of revenue generating assets, including approximately 700 heads of cattle, a continuous $360,000 per annum of carbon credits and a mining services business “Carhill Contracting” which is cash flow positive and includes plant and machinery assets valued at approximately $700,000. In the last 12 months Carhill Contracting’s customers have included Red 5 (ASX:RED), St Barbara Ltd (ASX:SBM), Round Oak Mining (ASX:SOL) amongst other regional explorers.

The revenue earned from carbon credits is as a result of the delivery and sale of Australian Carbon Credit Units ascribed to the Pastoral Station pursuant to the Carbon Credits (Carbon Farming Initiative) Act 2011 (Cth) .

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About Tarmoola Station

Tarmoola Station is a pastoral lease located about 25 kilometres north west of Leonora and 100 kilometres south of Leinster in the Goldfields of Western Australia. The western boundary of Tarmoola adjoins Sturt Meadows Station.

The property was established on land that was previously owned by the Leonora Pastoral Company but had remained largely undeveloped. Reuben McBride inspected the area and took up a lease over approximately 500,000 acres in 1923. Together with W. G. Hawkes, McBride formed the Tarmoola Pastoral Company in 1924 and embarked on an improvement program. Shortly afterward some 240,000 acres was fenced and several bores sunk.

Further information regarding the station can be found on its Wikipedia page. https://en.wikipedia.org/wiki/Tarmoola_Station

Terms of the Tarmoola Station Acquisition Agreement

As announced on 21 December 2020, Torian via its wholly owned subsidiary THP entered into two option purchase agreements summarised below.

1. Tarmoola Pastoral Station Call Option and Acquisition Agreement

THP exercised its call option agreement with Horizon 888 Management Pty Ltd as trustee for the

Next Horizon Agricultural Trust No.1 to acquire the Pastoral Station on the following material terms:

• a. $3,000,000 purchase price

• b. Upon Completion, THP will acquire:

• the crown leases that comprises the Pastoral Station which have been granted for the term of 45 years,1 month and 27 days commencing on 1 July 2015; and

• all improvements, stock, plant and equipment and rights as agreed between the parties;

• c. Purchase price payable at Completion by Torian equal to $3,000,000 less option fess ($150,000) paid, plus 18 months of carbon credits retained by the Seller from the date of THP’s possession of the Station.

2. Carhill Contracting Asset Sale Call Option Agreement

THP exercised its call option agreement with Carhill Contracting Pty Ltd (Carhill Contracting) to acquire the Carhill Contracting business on the following material terms:

• a. Upon Completion, THP will acquire Carhill Contracting including:

• its mining services and civil contracting business; and

• all plant and equipment used by Carhill Contracting in undertaking its business;

• b. Option Exercise Price payable at Completion by Torian equal to $1,000,000 less option fee paid ($50,000).

Corporate

Mt Monger & Gibraltar Projects Spin-off

In order to further focus its funds and resources in the Leonora region, the Company proposed to spin off its assets located in other regions, whilst still maintaining Torian shareholders’ exposure to its upside.

On 27 April 2021, the Company advised that the Prospectus for Monger Gold Limited ( Monger Gold ) (ASX:MMG) was lodged with ASIC. Torian Shareholders on the register on 6 April 2021 received priority in the IPO Offer. The offer closed on 28 April 2021 being twice over subscribed and subsequent to the Quarter end on 2 July 2021, MMG was admitted to the official list of ASX Limited.

Torian retains approximately 10% of Monger Gold Ltd plus a 20% free carried JV interest in the projects.

Mt Malcolm Option Exercised

Torian announced on 1 June 2021 that Mt Malcolm Mines NL ( Mt Malcolm ), through its wholly-owned subsidiary Mt Malcolm Gold Holdings Pty Ltd, had exercised its option to acquire Torian’s non-core tenements located in the Leonora district of Western Australia. The tenements comprise the Malcolm, Mt George, Mt Stewart, Rabbit Warren South, Braemore and Calypso Prospects (Malcolm Project).

Pursuant to the agreement previously announced on 14 April 2020, Torian granted Mt Malcolm an exclusive eighteen-month option to acquire the Mt Malcolm Project for consideration of $350,000 cash which has been received.

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Investment in BullionFX

Torian announced on 15 March 2021 that it had entered into an agreement to make a strategic investment into BullionFX, a leading blockchain company focused on developing blockchain based currencies backed by precious metals (https://www.bullionfx.com).

BullionFX is developing a decentralised digital gold registry linked to global wholesale spot market liquidity, surrounded by institutional grade protections including insurance, audit and storage, allowing users to use physical gold as a mechanism for payment, trade and storage of wealth. BullionFX is developing a goldbacked cryptocurrency token that it intends to list on as yet decided secondary market exchanges and forex platforms in the future and launch a suite of payment and debt solutions. BullionFX are currently at the stage of developing ‘smart contracts’ (this a technical term for the code that goes into blockchain).

Subject to certain conditions, Torian, through its wholly-owned subsidiary Torian Bullion Pty Ltd has agreed to subscribe for 5 million shares in BullionFX at an issue price of US$0.20 per share (Share Subscription Agreement). Torian will settle the investment via the issue of US$1M Torian ordinary shares at the average of the 5-day Volume Weighted Average Price of Torian’s shares (VWAP) prior to the execution of the Share Subscription Agreement, being 27,711,968 Torian shares (on a VWAP of $0.04562), to be issued pursuant to the Company’s existing capacity under listing rule 7.1 ( Share Subscription Agreement ).

The Share Subscription Agreement is subject to any regulatory approvals required, Torian will only issue the Share Consideration to BullionFX subject to BullionFX listing its shares and/or the gold-back cryptocurrency token it is developing onto an as yet decided secondary market at a minimum price of US50¢ per share noting however the valuation and jurisdiction is yet to be decided by BullionFX. In addition, in the event BullionFX is bought out at a minimum price of US50¢ per share, the Share Consideration will also be issued.

Following the issuance of Torian shares to BullionFX, the share consideration received by both companies will be subject to a 12-month voluntary escrow period. The escrow of Torian’s shares in BullionFX will not apply in the event BullionFX is the subject of a successful takeover.

Additionally, Torian will receive 10 million fully paid ordinary shares in BullionFX for nominating a representative to join BullionFX’s board of advisors (Advisor Shares) bringing Torian’s total interest in BullionFX to 15 million ordinary shares on completion of Share Subscription Agreement. Torian has nominated Executive Director Mr Peretz Schapiro as its representative on the BullionFX Advisory board.

Share and Option Placement

In March 2021 Torian advised that it had received binding commitments for a placement raising $4.0 million to local and international sophisticated investors and long-term shareholders through the issue of approximately 72.7 million fully paid ordinary shares together with a 1-for-3 attaching option. Funds raised will ensure that drilling will continue unabated at the Mt Stirling Gold Project throughout 2021.

The Placement comprised the issue of approximately 72,727,263 new shares to raise up to $4 million before costs at an issue price of $0.055 per share to sophisticated and professional investors. The Placement included an attaching listed option exercisable at $0.02 expiring on 7 February 2022 on the basis of one option for every three Placement shares issued.

This issue price was at a 5.17% discount to the last traded share price of $0.058. The Placement Shares were issued pursuant to ASX Listing Rule 7.1A and the Placement Options were issued pursuant to ASX Listing Rule 7.1. Settlement occurred in two tranches on 1 April and 23 April 2021. The Placement Shares will rank equally alongside existing fully paid ordinary shares currently on issue.

Appointment & Resignation of Auditor

During the Period the Company advised that BDO Audit Pty Ltd (BDO) had been appointed as the Company’s auditors with effect from 22 January 2021. This appointment follows the resignation of RSM Australia Partners. The Board’s decision to change auditors was made following a tendering process and consideration of the Auditor’s location relative to the Company’s management.

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Matters Subsequent to the End of the Half Year

Subsequent to the reporting date on 3 August 2021 the Company advised it has secured funding to acquire Tarmoola Station. The Company entered into a financing facility with RiverFort Global Opportunities PCC Ltd ( RiverFort ) on the following material terms:

Maximum value of the facility:	$3.27 million.
Cash available under the	$3.0 million (being 91.74% of the maximum value).
facility:
Implementation fee:	3% of the drawdown amount.
Drawdown availability:	$3.049 million (before costs) of the facility is available immediately. The
	balance of the facility will become available subject to the Company obtaining
	shareholder approval for the conversion of the balance of the facility (being
	$0.221 million before costs).
Maturity date:	12 months from drawdown.
Repayment schedule:	Monthly repayments amounts commencing 3 months after drawdown
	comprising $275,000 (months 3-6 inclusive), $361,666 (months 7-11 inclusive)
	with final outstanding amount payable month 12.
Conversion right:	RiverFort has conversion rights to fully paid ordinary shares in the Company
	(Shares) for the value of the amount drawdown provided that the 5-day
	average VWAP for shares in the Company exceeds $0.051 per share. The
	conversion price is $0.038 per Share. The Company has the right to repay the
	conversion amount in cash rather than issue the conversion Shares. The
	Company can also elect to pay to RiverFort the difference between the market
	value of the conversion Shares to be issued to RiverFort and the conversion
	price either in cash or in Shares.
Redemption:	The Company may redeem early in certain circumstances.
	The Company can redeem within 7 months of drawdown in which case
	RiverFort may elect to convert the redemption amount to Shares if the 5 day
	average VWAP of Shares is greater than the conversion price of $0.038 per
	Share.
	Redemption after 7 months can only occur with the consent of Riverfort.
Options:	The Company has agreed to issue to RiverFort 20 million options to acquire
	Shares exercisable at $0.042 each within 3 years of issue. The options will not
	be listed and are to be issued immediately. The Company is required to seek
	shareholder approval to issue the options by no later than 30 September 2021.
	The Company is in the process of convening this meeting. Should the
	Company not obtain shareholder approval by this date, then the Company is
	required to pay an amount (if any) to Riverfort equal to the average of the 10
	highest daily VWAP prices of the shares in the Company between the 29 July
	2021 and 29 July 2024 multiplied by the number of options that should have
	been issued (ie 20m), minus the exercise price.

Shareholder approval: The Company does not currently have sufficient placement capacity for the issue of all of the Shares which may be issued on the conversion of the facility (should that occur). For this reason the Company is only permitted to draw down on $3.049 million of the facility (representing its placement capacity of 80,243,000 shares multiplied by the conversion price of $0.038) with the remaining of the facility (being $0.221m) to be drawn down subject to the

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Company obtaining shareholder approval to issue the balance of the shares on conversion of this amount (being approximately 5,8 shares). The Company is required to seek shareholder approval for any further issues of securities, which it has agreed to do by no later than 30 September 2021. The Company is in the process of convening this meeting.

Security:

The Company and its subsidiaries have agreed to grant security over all of their respective assets to RiverFort to secure the obligations of the Company under the facility. The securities are on standard terms for securities of this nature.

Escrow securities:

Other terms:

The Company’s Executive Directors, Peretz Schapiro and Paul Summers as well as CFO Michael Melamed have agreed to place their own securities in the Company as well as other personal shares to the cumulative value of ~$1.7m, in an escrow account to give further security to RiverFort. RiverFort may access these securities in the event the Company is in default of its obligations to RiverFort. The escrowed securities are to be released by RiverFort on the earlier of agreement between the parties or the total amount outstanding under the facility being $2,445,000 or less.

The facility contains other terms (including events of default) that are customary for lending facilities of this nature.

No other significant subsequent event has arisen that significantly affect the operations of the Group.

TENEMENTS HELD AT 30 JUNE 2021

TENEMENT:	LOCATION:	JV or PROJECT:	INTEREST:
E 24/190	Zuleika,WA	Zuleika	100%
M 16/229	Zuleika,WA	Zuleika	100%
M 16/491	Zuleika, WA	Zuleika	90%
M 24/975	Zuleika, WA	Zuleika	100%
M 26/572	Zuleika, WA	Zuleika	100%
M 37/475	Leonora, WA	Malcolm JV	51%
M37/1305	Leonora,WA	Mt StirlingWell	100%
M37/1306	Leonora,WA	Mt Stirling JV	51%
M 37/1311-1313	Leonora, WA	Mt Cutmore JV	51%
P 15/5305	Coolgardie, WA	Bonnie Vale	100%
P 15/5672	Coolgardie, WA	Gibraltar South	100%
P 15/5914	Coolgardie, WA	Gibraltar South	100%
P 15/5922-5924	Coolgardie,WA	GibraltarSouth	100%
P 15/6074-6078	Coolgardie,WA	GibraltarSouth	100%
P 15/6114-6115	Coolgardie, WA	Gibraltar South	100%
P 16/2837	Zuleika, WA	Zuleika	100%
P 16/2843	Zuleika, WA	Zuleika	100%
P 16/2853	Zuleika, WA	Zuleika	100%
P 16/2880-2	Zuleika,WA	Zuleika	100%
P 16/2884-5	Zuleika,WA	Zuleika	100%
P 16/2896	Zuleika, WA	Zuleika	100%
P 16/2902	Zuleika, WA	Zuleika	100%
P 16/2943-2953	Zuleika, WA	Zuleika	100%
P 16/2959-2960	Zuleika, WA	Zuleika	100%
P 16/2964-2967	Zuleika,WA	Zuleika	100%
P 16/3024-3026	Zuleika,WA	Zuleika	100%
P 24/4418-4429	Zuleika, WA	Zuleika	100%
P 24/4468	Zuleika, WA	Zuleika	100%
P 24/4679	Zuleika, WA	Zuleika	100%
P 24/4749	Zuleika, WA	Zuleika	100%

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TENEMENT:	LOCATION:	JV or PROJECT:	INTEREST:
P 24/4827-4828	Zuleika, WA	Zuleika	100%
P 24/4866-4867	Zuleika, WA	Zuleika	100%
P 24/4917-4918	Zuleika,WA	Zuleika	100%
P 24/4932-4933	Zuleika,WA	Zuleika	100%
P 24/4941-4942	Zuleika, WA	Broad Arrow	100%
P 24/4996	Zuleika, WA	Zuleika	100%
P 24/5013	Zuleika, WA	Zuleika	100%
P 24//5078-5081	Zuleika, WA	Zuleika	100%
P 24/5247	Zuleika,WA	Zuleika	100%
P 24/5332	Zuleika,WA	Zuleika	100%
P 25/2348-2349	Kalgoorlie, WA	Mt Monger	100%
P 25/2493	Kalgoorlie, WA	Mt Monger	100%
P 26/4011	Kalgoorlie, WA	Kanowna South	100%
P 26/4086	Kalgoorlie, WA	Mt Monger	100%
P 26/4089	Kalgoorlie,WA	MtMonger	100%
P 26/4101-4104	Kalgoorlie,WA	MtMonger	100%
P 26/4106-4115	Kalgoorlie, WA	Mt Monger	100%
P 26/4139	Kalgoorlie, WA	Mt Monger	100%
P 26/4141-4143	Kalgoorlie, WA	Mt Monger	100%
P 26/4219	Kalgoorlie, WA	Boorara	100%
P 26/4275-4276	Kalgoorlie,WA	MtMonger	100%
P 26/4292	Kalgoorlie,WA	MtMonger	100%
P 26/4310	Kalgoorlie, WA	Mt Monger	100%
P 26/4397	Kalgoorlie, WA	Boorara	100%
P 26/4409	Kalgoorlie, WA	Mt Monger	100%
P 37/8073-8075	Leonora, WA	Mt Stewart JV	51%
P37/8116	Leonora,WA	MalcolmJV	51%
P37/8225-8227	Leonora,WA	Mt George JV	51%
P 37/8240-8243	Leonora, WA	Mt Cutmore JV	51%
P 37/8368	Leonora, WA	Mt Stirling	100%
P 37/8523-8524	Leonora, WA	Malcolm JV	51%
P 37/8568	Leonora, WA	Mt Stirling	100%
P37/8623-8632	Leonora,WA	Mt Stewart JV	51%
P37/8648	Leonora,WA	Mt George JV	51%
P 37/8649	Leonora, WA	Braemore JV	51%
P 37/8650	Leonora, WA	Rabbit Warren South	100%
P 37/8651	Leonora, WA	Braemore JV	51%
P 37/8652-8653	Leonora, WA	Rabbit Warren South	100%
P37/8659-8661	Leonora,WA	Braemore JV	51%
P37/8662	Leonora,WA	Mt George JV	51%
P 37/8663	Leonora, WA	Rabbit Warren South	100%
P 37/8664-8665	Leonora, WA	Braemore JV	51%
P 37/8866	Leonora, WA	Malcolm JV	51%
P 37/8712	Leonora, WA	Mt Stirling	100%
P37/8730-8733	Leonora,WA	MalcolmJV	51%
P37/8745-8748	Leonora,WA	MalcolmJV	51%
P 37/8754	Leonora, WA	Malcolm JV	51%
P 37/8791-8793	Leonora, WA	Calypso	100%
P 37/8820-8826	Leonora, WA	Malcolm JV	51%
P 37/8831-8834	Leonora, WA	Mt Cutmore JV	51%
P37/8838-8840	Leonora,WA	Mt Cutmore JV	51%
P37/8845-8861	Leonora,WA	Mt Stiriling	100%
P 37/8862-8863	Leonora, WA	Mt George JV	51%
P 37/8864-8866	Leonora, WA	Malcolm JV	51%
P 378868-8869	Leonora, WA	Mt Stirling	100%

14

TENEMENT:	LOCATION:	JV or PROJECT:	INTEREST:
P 37/8881-8889	Leonora, WA	Mt Stirling	100%
P 37/8890-8891	Leonora, WA	Malcolm	100%
P37/8892-8900	Leonora,WA	MalcolmJV	51%
P37/8928	Leonora,WA	Mt George JV	51%
P37/9105	Leonora,WA	Calypso	100%

Competent Person Statement

The information in this report which relates to Exploration Targets, Exploration Results and Mineral Resources is based on information compiled, reviewed and conclusions derived by Mr Dale Schultz P.Geo., Principle of DjS Consulting, who is a Non-Executive Director of the Company. Mr Schultz is a member of the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS), which is ROPO, accepted for the purpose of reporting in accordance with ASX listing rules. Mr Schultz has sufficient experience relevant to the style of mineralisation and type of deposit under consideration and to the activity that he is undertaking to qualify as a Competent Person as defined in the 2012 edition of the ‘Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’. Mr Schultz consents to the inclusion in the report of the matters based on information in the form and context in which it appears.

The JORC Resource estimates released on 27 May 2021 and 25 February 2019 were reviewed and relied upon by Mr Dale Schultz were reported in accordance with Clause 18 of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012 Edition) (JORC Code).

Torian Resources confirms in the subsequent public report that it is not aware of any new information or data that materially affects the information included in the relevant market announcements on the 27 May 2021 and the 25 February 2019 and, in the case of the exploration results, that all material assumptions and technical parameters underpinning the results in the relevant market announcement reviewed by Mr Dale Schultz continue to apply and have not materially changed.

Auditor’s Declaration

The auditor’s independence declaration under section 307C of the Corporations Act 2001 is set out on page 16 of the financial report for the half year ended 30 June 2021.

This report is signed in accordance with a resolution of the Board of Directors

==> picture [136 x 37] intentionally omitted <==

Mr Peretz Schapiro Executive Director 13 September 2021

15

Tel: +61 3 9603 1700 Collins Square, Tower Four Fax: +61 3 9602 3870 Level 18, 727 Collins Street www.bdo.com.au Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia

==> picture [78 x 31] intentionally omitted <==

DECLARATION OF INDEPENDENCE BY JAMES MOONEY TO THE DIRECTORS OF TORIAN RESOURCES LIMITED

As lead auditor for the review of Torian Resources Limited for the half-year ended 30 June 2021, I declare that, to the best of my knowledge and belief, there have been:

1. No contraventions of the auditor independence requirements of the Corporations Act 2001 relation to the review; and

2. No contraventions of any applicable code of professional conduct in relation to the review.

This declaration is in respect of Torian Resources Limited and the entities it controlled during the period.

James Mooney Director

BDO Audit Pty Ltd

Melbourne, 13 September 2021

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE HALF YEAR ENDED 30 JUNE 2021

Note Revenue 2 Other Income 2 Total Depreciation expense Employee benefits expense Professional services fees Exploration expenditure Finance expense Impairment expense Share based payments 11 Tarmoola operating expenses Administration and compliance costs Loss before income tax expense Income tax expense Loss for the period Other comprehensive income Total comprehensive income for the period Basic earnings per share (cents per share 7 Diluted earnings per share (cents per share) 7

Half year ended Half year ended 30 June 30 June 2021 2020 $ $ 38,258 - 379,135 50,203 417,393 50,203 (31,377) (26,695) (214,931) (181,976) (422,359) (98,440) - (223) (12,502) (23,593) - (519,316) (813,000) (292,500) (40,112) - (163,324) (141,951) (1,280,212) (1,234,491) - - (1,280,212) (1,234,491) - - (1,280,212) (1,234,491)

(0.16) (0.32) (0.16) (0.32)

The accompanying notes form an integral part of this statement

17

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

CONSOLIDATED STATEMENT OF

FINANCIAL POSITION AS AT 30 JUNE 2021

Note CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial assets Property, plant and equipment 4 Exploration and evaluation expenditure 5 Other assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Issued capital 6 Reserves 10 Accumulated losses TOTAL EQUITY	As at As at 30 June 31 December 2021 2020 $ $ 1,817,843 2,373,018 387,118 307,530
	2,204,961 2,680,548
	1,429 1,429 1,129,239 25,137 23,508,422 21,076,366 150,000 -
	24,789,090 21,102,932
	26,994,051 23,783,480
	724,886 1,387,504 110,246 110,246
	835,132 1,497,750
	835,132 1,497,750
	26,158,919 22,285,730
	92,619,942 88,279,541 1,434,500 621,500 (67,895,523) (66,615,311)
	26,158,919 22,285,730

The accompanying notes form an integral part of this statement

18

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE HALF YEAR ENDED 30 JUNE 2021

Balance at 1 January 2020 Shares issued during the year, net of capital raising costs Convertible note raising Convertible note transferred to equity Equity component on convertible notes issued Share options granted Loss attributable to members Balance at 30 June 2020	Issued Capital $ Accumulated Losses $ Convertible Note Reserve $ Option Reserve $ Total $
	82,790,948 (64,544,954) 290,000 - 18,535,994 455,647 - - - 455,647 - - 640,554 - 640,554 930,554 - (930,554) - - - - 10,782 - 10,782 - - - 292,500 292,500 - (1,234,491) - - (1,234,491)
	84,177,149 (65,779,445) 10,782 292,500 18,700,986

Balance at 1 January 2021 Loss attributable to members Other comprehensive income Total comprehensive income for the period, net of tax Transaction with owners in the capacity as owners Shares issued during the year, net of capital raising costs Shares issued on conversion of options Share options granted Balance at 30 June 2021	Issued Capital $ Accumulated Losses $ Option Reserves $ Total $
	88,279,541 (66,615,311) 621,500 22,285,730 (1,280,212) (1,280,212) - -
	(1,280,212) (1,280,212)
	3,992,943 - - 3,992,943 347,458 - - 347,458 - - 813,000 813,000
	92,619,942 (67,895,523) 1,434,500 26,158,919

19

The accompanying notes form an integral part of this statement

TORIAN RESOURCES LIMITED

ABN 72 002 261 565 AND CONTROLLED ENTITIES

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED 30 JUNE 2021

CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Finance costs GST refund received Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Payments for exploration and evaluation costs Option fees received Option fees paid Payments to acquire property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issue of shares, net if raising costs Proceeds from issue of convertible notes Net cash provided by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period	Half year ended 30 June 30 June 2021 2020 $ $ 1,271 - (919,955) (427,398) (12,613) (12,664) 245,677 14,071
	(685,620) (425,991)
	(3,441,026) (713,221) 385,000 55,000 (82,000) - (1,059,590) (19,172)
	(4,197,616) (677,393)
	4,328,061 999,859 - 413,325
	4,328,061 **1,413,184 **
	(555,175) 309,800 2,373,018 49,775
	1,817,843 359,575

The accompanying notes form an integral part of this statement

20

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 1: Basis of Preparation

These general purpose financial statements for the interim half-year reporting period ended 30 June 2021 have been prepared in accordance with Australian Accounting Standard AASB 134 'Interim Financial Reporting' and the Corporations Act 2001, as appropriate for for-profit oriented entities. Compliance with AASB 134 ensures compliance with International Financial Reporting Standard IAS 34 'Interim Financial Reporting'.

These general purpose financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 31 December 2020 and any public announcements made by the company during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001.

The principal accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, unless otherwise stated.

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period

New or amended Accounting Standards and Interpretations adopted

The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period

Going Concern

The financial statements have been prepared on the going concern basis, which contemplates continuity of normal business activities and the realisation of assets and the discharge of liabilities in the normal course of business.

As disclosed in the half-year interim financial report, the Group incurred a loss after tax of $1,280,212 and had net cash outflows from operating and investing activities of $685,620 and $4,328,061 respectively for the half-year ended 30 June 2021.

The ability to continue as a going concern and realise its exploration asset is dependent on a number of factors, the most significant of which is obtaining additional funding to fund and complete the exploration activities.

These factors indicate a material uncertainty which may cast significant doubt as to whether the Group will continue as a going concern and therefore whether it will realise its assets and extinguish its liabilities in the normal course of business and at the amounts stated in the financial report.

21

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 1: Basis of Preparation (Cont.)

Going Concern (Cont.)

The directors believe that there are reasonable grounds to believe that the Group will be able to continue as a going concern, after consideration of the following factors:

• The group has cash and cash equivalent of $1,817.843 as at 30 June 2021 and net assets of $26,158,919;

• The Group is exploring the possibility of entering into a number of joint venture arrangements for the development of some of its mining projects;

• The Group has the ability to scale back its exploration activities should funding not be available continue exploration at its current levels;

• On the 3 August 2021, the Group entered into a financing facility with RiverFort Global Opportunities PCC Ltd (RiverFort). $3.049 million (before costs) of the facility is available immediately and The balance of the facility will become available subject to the Company obtaining shareholder approval for the conversion of the balance of the facility (being $0.221 million before costs). The maturity date of the facility is 12 months from drawdown. Refer to Matters Subsequent to the End of the Half Year for the details and terms of the facility; and

• The company has 461,228,112 listed options on issue, the options are exercisable at $0.02 and expire on 7 February 2022. The company believes the options will be converted before expiry which will provide additional and cash equivalent.

Accordingly, the directors believe that the Group will be able to continue as a going concern and that it is appropriate to adopt the going concern basis in the preparation of the financial report.

The economic uncertainty associated with the COVID-19 outbreak has been considered by the Board in assessing the potential financial impact on the Group’s ability to continue to generate positive cash flows to meet debts as and when they fall due. At the date of this report, the Board are of the opinion that the Group will be successful in managing the impacts of the COVID-19 pandemic and will continue to realise its assets and discharge its liabilities in the normal course of business and at the amounts stated in the financial report. Accordingly, the financial report does not include any adjustments relating to the amounts or classification of recorded assets or liabilities that might be necessary if the Group does not continue as a going concern.

22

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 2: Revenue and Other Income

Revenue Provision of services Other income Option fee Gain on disposal of equipment Interest received Total other revenue	Half year ended 30 June 2021 Half year ended 30 June 2020 $ $ 38,258 - 350,000 50,000 16,632 - 12,503 203
	379,135 50,203
	417,393 50,203

Note 3: Segment Information

The consolidated entity is organised into two operating segments being Mining Exploration, and Pastoral Lease. These segments are based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources. There is no aggregation of segments. Intersegment transactions are eliminated on consolidation.

Segment information

Consolidated - 30 Jun 2021 Sales revenue Other income Total Depreciation expense Employee benefits expense Professional services fees Exploration expenditure Finance expense Impairment expense Share based payments Administration and compliance costs Tarmoola operating expenses Loss before income tax expense Income tax expense Loss for the period	Mining Exploration Pastoral Lease Total - 38,258 38,258 379,135 - 379,135 379,135 38,258 417,393 (15,862) (15,515) (31,377) (214,931) - (214,931) (422,359) - (422,359) (62,370) - (62,370) (12,502) - (12,502) - - - (813,000) - (813,000) (100,954) - (100,954) - (40,112) (40,112) (1,262,843) (17,369) (1,280,212) - - - (1,262,843) (17,369) (1,280,212)

23

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 3: Segment Information (Continued)

Consolidated - 30 Jun 2021 CURRENT ASSETS Cash and cash equivalents Trade and other receivables TOTAL CURRENT ASSETS NON-CURRENT ASSETS Financial Assets Property, plant and equipment Exploration and evaluation expenditure Other Assets TOTAL NON-CURRENT ASSETS TOTAL ASSETS CURRENT LIABILITIES Trade and other payables Borrowings TOTAL CURRENT LIABILITIES TOTAL LIABILITIES	Mining Exploration Pastoral Lease Total 1,817,843 - 1,817,843 346,814 40,304 387,118
	2,164,657 40,304 2,204,961
	1,429 - 1,429 144,754 984,485 1,129,239 23,508,422 - 23,508,422 - 150,000 150,000
	23,654,605 1,134,485 24,789,090
	25,819,262 1,174,789 26,994,051
	702,997 21,889 724,886 110,246 - 110,246
	813,243 21,889 835,132
	813,243 21,889835,132

24

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 4: Property Plant & Equipment

Property Plant & Equipment At cost Accumulated depreciation Total Property Plant & Equipment	As at As at 30 June 31 December 2021 2020 $ $ 1,206,970 69,772 (77,731) (44,635) 1,129,239 25,127

Reconciliations

Reconciliations of the written down values at the beginning and end of the current financial half-year are set out below:

Consolidated Balance at 1 January 2021 Acquisitions in the year Depreciation expense Balance at 30 June 2021	$ 25,137 1,135,479 (31,377)
	1,129,239

Note 5: Exploration and Evaluation Expenditure Capitalised

Exploration expenditure capitalised Balance at beginning of financial period/year Additions Amounts written off during the financial period/year Balance at end of financial period/year	30 June 2021 31 December 2020 $ $ 23,508,422 21,076,366 21,076,366 19,075,545 2,432,056 2,506,497 - (505,676)
	23,508,422 21,076,366

25

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 6: Issued Capital

	30 June 2021	30 June 2021	31 December	31 December	2020
	No of		No of
	Shares	$	Shares		$
Ordinary shares
Fully paid ordinary shares	869,387,152	92,619,942	771,389,707	88,279,541
At the beginning of reporting period	771,389,707	88,279,541	315,779,687	82,790,848
Shares issued during the year	80,606,054	4,224,999	247,389,320	4,544,508
Shares issued on conversion of convertible note	-	-	191,350,000	1,408,325
Shares issued in payment of interest	-	-	3,404,600		18,891
Shares issued in payment for services	-	-	13,466,100		157,487
Shares issued on conversion of options	17,391,391	347,458	-		-
Cost of raising capital	-	(232,056)	-		(640,618)
At reporting date	869,387,152	92,619,942	**771,389,707 **	88,279,541
Note 7: EARNINGS PER SHARE
		HALF	YEAR ENDED
		30 June	30 June
		2021		2020
a. Reconciliation of earnings:
Loss for the half year		(1,280,212)	(1,234,491)
		No.		No.
Weighted average number of ordinary shares
b. outstanding during the year used in calculating EPS		820,624,428	382,859,257
		Cents	Cents
c. Basic EPS		(0.16)	(0.32)
d. Diluted EPS		(0.16)	(0.32)

26

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 8: Controlled Entities

	Controlled Entities Consolidated
		Country of	Percentage	Percentage
		Incorporation	Owned (%)*	Owned (%)*
			30 June 2021	30 June 2020
	PARENT ENTITY:
	TORIAN RESOURCES LIMITED	Australia
	SUBSIDIARIES OFTORIAN RESOURCES
	LIMITED:
	Cascade Resources Pty Ltd	Australia	100	100
	Cluff Minerals (Australia) Pty Limited	Australia	100	100
	NSW Gold Pty Ltd	Australia	100	100
	Who Are They Pty Ltd	Australia	100	100
	Zuleika JV Management Pty Ltd (100% owned	Australia	100	100
	by Cascade Resources Limited)
	Monger Gold Ltd	Australia	100	-
	Monger Projects Pty Ltd #	Australia	100	-
	Tarmoola Holdings Pty Ltd	Australia	100	-
*	Percentage of voting power is in proportion to ownership
#	100% owned by Monger Gold Limited

Note 9: Fair Value Measurement

Valuation Techniques

In the absence of an active market for an identical asset or liability, the Group selects and uses one or more valuation techniques to measure the fair value of the asset or liability. The Group selects a valuation technique that is appropriate in the circumstances and for which sufficient data is available to measure fair value. The availability of sufficient and relevant data primarily depends on the specific characteristics of the asset or liability being measured.

Recurring Fair Value Measurement Amounts and the Level of the Fair Value Hierarchy within which the Fair Value Measurements Are Categorised

Investment in shares of unlisted corporation	Fair Value Measurements at 30 June 2021 Using: Quoted Prices in Active Markets for Identical Assets $ (Level 1) Significant Observable Inputs $ (Level 2) Significant Unobservable Inputs $ (Level 3) - - 1,429

27

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 10: Reserves

Option Reserve Option Reserve (Recognised in equity)(1) Shares Based Payment(2) Total	30 June 2021 31 December 2020 $ $ 292,000 292,000 1,142,500 329,500
	1,434,500 621,500

(1) The Reserve is used to record the value of options issued to Brokers .These are transactions costs related to the equity placements and are recognised in issued capital

(2) The value of options issued to the Directors, Management and Advisors of the Company as part of compensation for their services. Details of the share based payments are in Note 11.

Note 11: Share based Payments

Option Granted Total Director options Consultant options Consultant options Consultant options Consultant options a) Director options b) Consultant options c) Consultant options d) Consultant options e) Consultant options f) Consultant options g) Total		30 June 2021 31 December 2020 $ $ 813,000 329,500 813,000 329,500 30 June 2021 31 December 2020 $ $ - 90,000 - 22,500 - 161,000 - 56,000 168,000 - 240,000 - 125,000 - 18,000 - 100,000 - 81,000 - 81,000 -
		813,000 329,500

28

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS FOR THE HALF-YEAR ENDED 30 JUNE 2021

Note 11: Share based Payments (Continued)

• a) On 6 January 2021 12,000,000 listed TNRO options were issued to a consultant in connection with investor relations and marketing services. The Options have been valued in reference to the last traded price of TNRO options at 0.014 per option giving rise to a transitional value of $168,000.

• b) On 6 February 2021 12,000,000 unlisted options were issued to the directors of Torian Resources as part of an employee stock option plan. The fair value of the Options has been assessed as $240,000. The options have been valued using Black Scholes pricing method, based on the fair value of the companies share at the grant date, using the following assumptions in Table 1 below.

• c) On 3 February 2021 5,000,000 unlisted options were issued to consultants of Torian Resources as part of an employee stock option plan. The fair value of the Options has been assessed as $125,000. The options have been valued using Black Scholes pricing method, based on the fair value of the companies share at the grant date, using the following assumptions in Table 1 below.

• d) On 5 February 2021 2,000,000 unlisted options were issued to consultants of Torian Resources as part of an employee stock option plan. The fair value of the Options has been assessed as $18,000. The options have been valued using Black Scholes pricing method, based on the fair value of the companies share at the grant date, using the following assumptions in Table 1 below.

• e) On 6 February 2021 5,000,000 unlisted options were issued to a consultant in connection with investor relations and marketing service. The fair value of the Options has been assessed as $100,000. The options have been valued using Black Scholes pricing method, based on the fair value of the companies share at the grant date, using the following assumptions in Table 1 below.

• f) On 1 April 2021 3,000,000 listed TNRO options were issued were issued to a consultant in connection with investor relations and marketing service The Options have been valued in reference to the last traded price of TNRO options at 0.027 per option giving rise to a transitional value of $81,000

• g) On 1 April 2021 3,000,000 listed TNRO options were issued were issued to a consultant in connection with introduction of BullionFX. The Options have been valued in reference to the last traded price of TNRO options at 0.027 per option giving rise to a transitional value of $81,000

Valuation Inputs

The valuation inputs used to determine the fair value at the grant date for the above options are as follows:

Table 1

==> picture [498 x 90] intentionally omitted <==

----- Start of picture text -----

Risk-free Fair value
Granted Grant Share price Exercise Expected Dividend
Vesting Date Expiry date interest at grant
Options date at grant date price volatility yield
rate date
b 6-Jan-21 7-Feb-21 7-Feb-22 0.031 0.026 100% 0% 0.70% 0.02
c 3-Feb-21 7-Feb-21 7-Feb-22 0.037 0.026 100% 0% 0.70% 0.025
d 13-Jan-21 7-Feb-21 7-Feb-22 0.018 0.026 100% 0% 0.70% 0.009
e 6-Jan-21 7-Feb-21 7-Feb-22 0.031 0.026 100% 0% 0.70% 0.02
----- End of picture text -----

29

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS OR THE HALF-YEAR ENDED 30 JUNE 2021

Note 12 Commitment and contingent liability

There has been no change in commitment since 31 December 2020. There has been no change in contingent liabilities since 31 December 2020.

Note 13 Events Subsequent to the Reporting Date

Subsequent to the reporting date on 3 August 2021 the Company advised it has secured funding to acquire Tarmoola Station. The Company entered into a financing facility with RiverFort Global Opportunities PCC Ltd ( RiverFort ) on the following material terms:

Maximum value of the facility: $3.27 million. Cash available under the $3.0 million (being 91.74% of the maximum value). facility: Implementation fee: 3% of the drawdown amount. Drawdown availability: $3.049 million (before costs) of the facility is available immediately. The balance of the facility will become available subject to the Company obtaining shareholder approval for the conversion of the balance of the facility (being $0.221 million before costs). Maturity date: 12 months from drawdown. Repayment schedule: Monthly repayments amounts commencing 3 months after drawdown comprising $275,000 (months 3-6 inclusive), $361,666 (months 7-11 inclusive) with final outstanding amount payable month 12. Conversion right: RiverFort has conversion rights to fully paid ordinary shares in the Company ( Shares ) for the value of the amount drawdown provided that the 5-day average VWAP for shares in the Company exceeds $0.051 per share. The conversion price is $0.038 per Share. The Company has the right to repay the conversion amount in cash rather than issue the conversion Shares. The Company can also elect to pay to RiverFort the difference between the market value of the conversion Shares to be issued to RiverFort and the conversion price either in cash or in Shares. Redemption: The Company may redeem early in certain circumstances. The Company can redeem within 7 months of drawdown in which case RiverFort may elect to convert the redemption amount to Shares if the 5 day average VWAP of Shares is greater than the conversion price of $0.038 per Share. Redemption after 7 months can only occur with the consent of Riverfort.

30

TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES

ABN 72 002 261 565

NOTES TO THE FINANCIAL STATEMENTS OR THE HALF-YEAR ENDED 30 JUNE 202

Note 13 Events Subsequent to the Reporting Date

Options: The Company has agreed to issue to RiverFort 20 million options to acquire Shares exercisable at $0.042 each within 3 years of issue. The options will not be listed and are to be issued immediately. The Company is required to seek shareholder approval to issue the options by no later than 30 September 2021. The Company is in the process of convening this meeting. Should the Company not obtain shareholder approval by this date, then the Company is required to pay an amount (if any) to Riverfort equal to the average of the 10 highest daily VWAP prices of the shares in the Company between the 29 July 2021 and 29 July 2024 multiplied by the number of options that should have been issued (ie 20m), minus the exercise price. Shareholder approval: The Company does not currently have sufficient placement capacity for the issue of all of the Shares which may be issued on the conversion of the facility (should that occur). For this reason the Company is only permitted to draw down on $3.049 million of the facility (representing its placement capacity of 80,243,000 shares multiplied by the conversion price of $0.038) with the remaining of the facility (being $0.221m) to be drawn down subject to the Company obtaining shareholder approval to issue the balance of the shares on conversion of this amount (being approximately 5,8 shares). The Company is required to seek shareholder approval for any further issues of securities, which it has agreed to do by no later than 30 September 2021. The Company is in the process of convening this meeting. Security: The Company and its subsidiaries have agreed to grant security over all of their respective assets to RiverFort to secure the obligations of the Company under the facility. The securities are on standard terms for securities of this nature. Escrow securities: The Company’s Executive Directors, Peretz Schapiro and Paul Summers as well as CFO Michael Melamed have agreed to place their own securities in the Company as well as other personal shares to the cumulative value of ~$1.7m, in an escrow account to give further security to RiverFort. RiverFort may access these securities in the event the Company is in default of its obligations to RiverFort. The escrowed securities are to be released by RiverFort on the earlier of agreement between the parties or the total amount outstanding under the facility being $2,445,000 or less. Other terms: The facility contains other terms (including events of default) that are customary for lending facilities of this nature.

COVID-19

The impact of the Coronavirus (COVID-19) pandemic is ongoing and while it has not negatively affected the consolidated entity’s financial results and financial position up to 30 June 2021, it is not practicable to estimate the potential impact, positive or negative, after the reporting date. The situation is rapidly developing and is dependent on measures imposed by the Australian Government and other countries, such as maintaining social distancing requirements, quarantine, travel restrictions and any economic stimulus that may be provided.

No other significant subsequent event has arisen that significantly affects the operations of the Group.

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TORIAN RESOURCES LIMITED AND CONTROLLED ENTITIES ABN 72 002 261 565

DIRECTORS' DECLARATION

In accordance with a resolution of the directors of Torian Resources Limited, the directors’ of the Company declare that:

1. These general purpose financial statements and notes as set out on pages 17 to 31 are in accordance with the Corporations Act 2001, including:

2. i) complying with Australian Accounting Standard AASB 134 'Interim Financial Reporting', as appropriate for for-profit oriented entities;

ii) giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its performance of the Group for the half-year ended on that date.

1. In the directors’ opinion there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.

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Mr Peretz Schapiro Executive Director Dated at Perth on 13 September 2021

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Tel: +61 3 9603 1700 Collins Square, Tower Four Fax: +61 3 9602 3870 Level 18, 727 Collins Street www.bdo.com.au Melbourne VIC 3008 GPO Box 5099 Melbourne VIC 3001 Australia

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INDEPENDENT AUDITOR’S REVIEW REPORT

To the members of Torian Resources Limited

Report on the Half-Year Financial Report

Conclusion

We have reviewed the half-year financial report of Torian Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2021, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the halfyear ended on that date, a summary of significant accounting policies and other explanatory information, and the directors’ declaration.

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the accompanying half-year financial report of the Group does not comply with the Corporations Act 2001 including:

• (i) Giving a true and fair view of the Group’s financial position as at 30 June 2021 and of its financial performance for the half-year ended on that date; and

• (ii) Complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

Basis for conclusion

We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity . Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Company in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code.

We confirm that the independence declaration required by the Corporations Act 2001 which has been given to the directors of the Company, would be the same terms if given to the directors as at the time of this auditor’s review report.

Material uncertainty relating to going concern

We draw attention to Note 1 in the financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not modified in respect of this matter.

BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of BDO Australia Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and BDO Australia Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation.

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Responsibility of the directors for the financial report

The directors of the company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement, whether due to fraud or error.

Auditor’s responsibility for the review of the financial report

Our responsibility is to express a conclusion on the half-year financial report based on our review. ASRE 2410 requires us to conclude whether we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the Group’s financial position as at 30 June 2021 and its performance for the half-year ended on that date, and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001.

A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

BDO Audit Pty Ltd

James Mooney Director

Melbourne, 13 September 2021

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