GOLDARC RESOURCES LIMITED — Major Shareholding Notification 2014

Sep 11, 2014

603 page 1/2 15 July 2001

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To Company Name/Scheme TORIAN RESOURCES LIMITED

ACN/ARSN 002 261 565

1. Details of substantial holder (1)

Name YIZHOU GU

ACN/ARSN (if applicable)

The holder became a substantial holder on

11 9 14 / /

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities (4)	Number of securities	Person's votes (5)	Voting power (6)
ORDINARY	30,000,000	30,000,000	6.0%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

llows:
Holder of relevant interest	Nature of relevant interest (7)	Class and number of securities
YIZHOU GU	DIRECT	ORD 30,000,000

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevantinterest	Registered holder ofsecurities	Person entitled to beregistered as holder (8)	Class and numberof securities
YIZHOU GU	YIZHOU GU	YIZHOU GU	30,000,000

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevantinterest	Date of acquisition	Consideration (9)	Consideration (9)	Class and numberof securities
		Cash	Non-cash
YIZHOU GU	11 SEPT 2014	$60,000		30,000,000

603 page 2/2 15 July 2001

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----- Start of picture text ----- The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:Name and ACN/ARSN (if applicable) Nature of associationN/AName AddressYIZHOU GU Level 6, 88 Foveaux St Surry Hills NSW 2010print name YIZHOU GU capacitysign here date 11 09 2014/ /DIRECTIONSIf there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of anequity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred tothroughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of theSee the definition of "associate" in section 9 of the Corporations Act 2001.See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.The voting shares of a company constitute one class unless divided into separate classes.The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevantThe person's votes divided by the total votes in the body corporate or scheme multiplied by 100.any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting outthe terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompanythis form, together with a written statement certifying this contract, scheme or arrangement; andany qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities towhich the relevant interest relates (indicating clearly the particular securities to which the qualification applies).See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, becomeentitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must beincluded of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whomthe relevant interest was acquired.----- End of picture text -----

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

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----- Start of picture text ----- 7. Addresses----- End of picture text -----

The addresses of persons named in this form are as follows:

Signature

• (1) If there are a number of substantial holders with similar or related relevant interests (eg. a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 7 of the form.

• (2) See the definition of "associate" in section 9 of the Corporations Act 2001.

• (3) See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.

• (4) The voting shares of a company constitute one class unless divided into separate classes.

• (5) The total number of votes attached to all the voting shares in the company or voting interests in the scheme (if any) that the person or an associate has a relevant interest in.

• (6) The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.

• (7) Include details of:

  • (a) any relevant agreement or other circumstances by which the relevant interest was acquired. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and

  • (b) any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

  • See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• (8) If the substantial holder is unable to determine the identity of the person ( eg. if the relevant interest arises because of an option) write "unknown".

• (9) Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.