GOLDARC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2011

Nov 10, 2011

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ABN 72 002 261 565

NOTICE OF

GENERAL MEETING

EXPLANATORY STATEMENT

AND PROXY FORM

Date

16 December 2011

Time

11:00am

Venue

The Gallipoli Club, 2[nd] Floor Function room, 12 Loftus Street, Sydney NSW 2000.

Your vote is important

The business of the General Meeting affects your shareholding and your vote is important.

Voting in person

To vote in person, attend the General Meeting on the date and at the place set out above.

Voting by proxy

To vote by proxy, please complete and sign the enclosed Proxy Form and return by the time and in accordance with the instructions set out on the Proxy Form.

www.torianresources.com

N O T I C E O F G E N E R A L M E E T I N G

Notice is given that a General Meeting of Shareholders of Torian Resources NL will be held at 11:00am on 16 December 2011 at The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000 for the purpose of transacting the following business:

ORDINARY BUSINESS

1. Resolution 1 – Ratification of prior issue of Convertible Notes

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, in accordance with ASX Listing Rule 7.4, and for all other purposes, Shareholders ratify the past issue of Convertible Notes to the value of US$1,050,000 to La Jolla Cove Investors, Inc. in accordance with the terms and conditions of the Funding Agreement, a summary of which is set out in the Explanatory Statement."

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Resolution 1 by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

2. Resolution 2 – Approval of the issue of Convertible Notes to La Jolla Cove Investors, Inc.

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of Convertible Notes to the value of US$450,000 to La Jolla Cove Investors, Inc. in accordance with the terms and conditions of the Funding Agreement, a summary of which is set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Resolution 2 by a person who participated in the issue and any of their associates and any person who might obtain a benefit, except a benefit solely in the capacity of a Shareholder if the Resolution is passed. However, the

Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

3. Resolution 3 – Election of Cameron Young

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That Shareholders approve the appointment of Mr Cameron Young as a Director of the Company.”

4. Resolution 4 – Ratification of prior issue of Shares

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue of 30,418,210 Shares to institutional or high net worth investors on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Resolution 4 by a person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

5. Resolution 5 – Ratification of prior issue – employee Shares and Options

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, for the purpose of ASX Listing Rule 7.4 and for all other purposes, Shareholders ratify the allotment and issue

Torian Resources NL

ABN: 72 002 261 565

of Shares and unlisted Options to Torian non‐director employees on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX, disregard any votes cast on Resolution 5 by any person who participated in the issue and any of their associates. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 6 – Approval of payment of financial benefit to related parties under the Consultancy Deeds

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, subject to the passing of Resolution 7, for the purpose of Chapter 2E (section 208) of the Corporations Act, Shareholders approve the payment of financial benefits to Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd, related parties of the Company, under the terms of the Consultancy Deeds, on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion: The Company will, in accordance with the Listing Rules of ASX and section 224(1) of the Corporations Act, disregard any votes cast on this Resolution by Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd and any associates of those persons.

However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the Proxy Form to vote as the proxy decides.

A proxy form is attached.

To be valid, properly completed forms must be received by the Company no later than 11.00am (EST) on 14 December 2011:

• By email to ehansen@torianresources.com

• By post to PO Box R353, Royal Exchange NSW 1225

• By facsimile to 02 9247 7055

• By post of delivery to the Registered Office, being Level 10, 15‐17 Young Street, Sydney NSW 2000

By Order of the Board

Voting Exclusion: The Company will, in accordance with section 224(1) of the Corporations Act, disregard any votes cast on this Resolution by Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd and any associates of those persons. However, the Company need not disregard a vote if it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form and it is not cast on behalf of a related party or associate of such a related party.

7. Resolution 7 – Approval of issue of Shares to related parties under the Consultancy Deeds

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

“That, subject to the passing of Resolution 6, for the purpose of ASX Listing Rule 10.11 and Chapter 2E of the Corporations Act, Shareholders approve the issue of 100,000,000 Shares to each of Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd on the terms and conditions set out in the Explanatory Statement.”

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Elissa Hansen

Company Secretary

11 November 2011

The Explanatory Statement provides additional information on matters to be considered at the General Meeting. The Explanatory Statement and the Proxy Form are part of this Notice of Meeting.

Entitlement to Vote

The Directors have determined that the persons eligible to vote at the General Meeting are those who are registered Shareholders of the Company at 11.00am (EST) on 14 December 2011.

Terms and abbreviations used in this Notice of Meeting are defined in the Glossary.

E X P L A N A T O R Y S T A T E M E N T

This Explanatory Statement has been prepared for the information of the Shareholders in connection with the business to be conducted at the General Meeting to be held at 11:00am on 16 December 2011 at The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000.

The purpose of this Explanatory Statement is to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions in the Notice of Meeting.

Terms used in this Explanatory Statement will, unless the context otherwise requires, have the same meaning as given to them in the Glossary as contained in this Explanatory Statement.

1. Resolution 1 – Ratification of prior issue of Convertible Notes

1.1 General

Resolution 1 seeks Shareholder approval to ratify the past issue of Convertible Notes under the Funding Agreement. On 29 August 2011, Torian Resources NL and La Jolla Cove Investors, Inc (LJCI) entered into the Funding Agreement, which was subsequently amended on 11 November 2011, pursuant to which Torian agreed to issue, and LJCI agreed to acquire Convertible Notes pursuant to three convertible note facilities of US$1,500,000 each. The maximum advance under the Funding Agreement is therefore US$4,500,000.

The Funding Agreement provides for Torian to make a number of draw downs under each convertible note facility up to a maximum of US$1,500,000. In essence, each drawdown or monthly payment under each convertible note facility is deemed to be a separate Convertible Note for all intents and purposes.

The Company believes the Funding Agreement is the best option available to secure the next phase of its proposed programs in Madagascar and particularly the gold project at Vatovorona. The Company has a proposed work plan and budget for the next 18 months that would see 12,000 metres of drilling, the extension of the existing pit or the commencement of a further pit, the acquisition of some trial processing plant and the commencement of processing to produce concentrate for refining offshore from Madagascar.

The Funding Agreement has the advantage of reducing dilution of the stock against an immediate cash advance by seeking the benefit from the possible rise in share price during the term of the Funding Agreement. The Funding Agreement effectively provides that the full advance attributable to each Convertible Note will be payable on issue of the Convertible Note and that Convertible Notes

will be issued over a period of 18 months to cover expenditure as and when it is incurred.

1.2 Drawdowns under the Funding Agreement

On 2 September 2011, LJCI subscribed US$450,000 comprising the first drawdown under the first convertible note facility of US$1,500, 000 and was allotted the first Convertible Note.

On 4 October 2011, LJCI subscribed US$200,000 comprising the second drawdown under the first convertible note facility of US$1,500, 000 and was allotted the second Convertible Note.

On or about 11 November 2011, LJCI will subscribe US$200,000 comprising the third drawdown under the first convertible note facility of US$1,500,000 and will be allotted the third Convertible Note.

On or about 5 December 2011, LJCI will subscribe US$200,000 comprising the fourth drawdown under the first convertible note facility of US$1,500,000 and will be allotted the fourth Convertible Note.

At the date of the General Meeting, Torian will have drawn down US$1,050,000 of the first $1,500,000 convertible note facility with LJCI and LJCI will have been issued four Convertible Notes to the value of US$1,050,000.

1.3 Summary of terms of the Funding Agreement

The following is a summary of the material terms of the Funding Agreement:

• (a) LJCI has agreed to provide Torian with a funding facility, through the issue of Convertible Notes, of up to US$4,500,000;

• (b) the note facility is comprised of three separate facilities, each having a maximum value of US$1,500,000;

• (c) under the initial note facility:

• (i) LJCI will subscribe an initial amount of US$450,000 comprising the first drawdown; and

• (ii) LJCI will subscribe an amount of not less than US$200,000 each month comprising subsequent drawdowns under the initial note facility until such time as the initial note facility is fully subscribed;

• (d) under each subsequent note facility:

• (i) LJCI will subscribe an initial amount of US$450,000 comprising the first drawdown; and

• (ii) LJCI will subscribe an amount of not less than US$200,000 each month comprising subsequent drawdowns under each subsequent note facility until such time as each subsequent note facility is fully subscribed;

Torian Resources NL

ABN: 72 002 261 565

• (e) Torian will seek Shareholder approval for the issue (or ratification of the issue, as applicable, at the relevant time) of the Convertible Notes under the initial note facility at this General Meeting and Shareholder approval for the issue (or ratification of the issue as applicable, at the relevant time) of the Convertible Notes under the subsequent note facilities when required at future general meetings of Torian;

• (f) Torian will at all times comply with the ASX Listing Rules – Torian undertakes that it will not issue Convertible Notes under the subsequent note facilities in excess of its available capacity under ASX Listing Rule 7.1 without the prior approval of Shareholders;

• (g) LJCI and Torian acknowledge and agree that each note expressed to be issued under the Funding Agreement is deemed to operate as an individual note facility and that each drawdown or monthly payment under each note facility under the Funding Agreement is deemed to be a separate Convertible Note for all intents and purposes, including compliance with the ASX Listing Rules; and

• (h) the terms of the Convertible Notes are set out in paragraph 1.5 below.

1.4 ASX Listing Rule 7.4

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue without Shareholder approval more securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 allows for subsequent Shareholder approval if the Company did not breach ASX Listing Rule 7.1 at the time of issue and the holders of ordinary shares subsequently approve it.

As set out in paragraph 1.2, at the date of the General Meeting, the Company will have issued four Convertible Notes with a maximum aggregate value of US$1,050,000. The terms of the Convertible Notes are set out in paragraph

1.5 below.

Although Shareholder approval was not required for the issue of the Convertible Notes, the Company now seeks Shareholder approval for these issues in the manner provided by ASX Listing Rule 7.4 because this will enable the Company to retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

1.5 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 1:

• (a) The maximum number of securities to be issued is three Convertible Notes, the terms of which are set out in paragraph (c) below;

• (b) The price at which the Securities were issued was US$1,050,000, comprising US$450,000 in respect of the first Convertible Note and US$200,000 in respect of each of the subsequent three Convertible Notes;

• (c) The terms of the Convertible Notes are as follows:

• The Convertible Notes are issued pursuant to a note facility with a maximum value of US$1,500,000;

• The first Convertible Note has a face value of US$450,000, the second Convertible Note has a face value of US$200,000, the third Convertible Note has a face value of US$200,000 and the fourth Convertible Note has a face value of US$200,000;

• Interest is payable on the face value of each Convertible Note at the rate of 4.75% per annum monthly in arrears in cash or, at the option of Torian, in new Shares issued at the then applicable Conversion Price as set out below;

• The maturity date of each Convertible Note is the date which is 3 years from the issue date of the first Convertible Note ( Maturity Date );

• The Convertible Notes are unsecured and ranks behind all secured debts owed by Torian and equally with all other unsecured debts owed by Torian;

• Torian may prepay the Convertible Notes at an amount equal to 105% of the outstanding principal and interest in certain circumstances, including during a fixed period following receipt of a conversion notice from LJCI and, on prepayment, the respective Convertible Notes will be cancelled by the Company;

• Each Convertible Note converts into that number of Shares calculated by dividing the face value of the Convertible Note by the conversion price. The conversion price of the Convertible Note ( Conversion Price ) is calculated to be the lower of:

ABN: 72 002 261 565

Torian Resources NL

• AU$0.04 and

• 85% of the average of the three lowest volume weighted average prices of the Shares during the 21 trading days prior to LJCI’s election to convert the Convertible Note into Shares;

• The Company may force LJCI to convert one‐third of the then remaining principal outstanding under the Funding Agreement in each of the three months prior to the Maturity Date;

• Unless converted prior, the Convertible Notes will be automatically redeemed on the Maturity Date;

• The rights of LJCI under each Convertible Note will change to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation, including ASX Listing Rule 7.22.1;

• If a "Fundamental Corporate Change" (e.g. a merger of Torian, the sale of substantially all of the assets and business of Torian, or the transfer of more than 50% of the Shares to a third party) occurs, then Torian must prepay the Convertible Note for 120% of the Principal Amount, together with all accrued and unpaid interest;

• The Convertible Note will not carry any entitlement to attend or vote at a general meeting of Shareholders nor any entitlement to participate in any future issues of securities by Torian;

• Any Shares issued and allotted on conversion of the Convertible Notes will rank pari passu in all respects with other Shares on issue at the date of issue and allotment;

• The Convertible Note is not transferable unless the transferee is a sophisticated investor and the investor first obtains the written consent of Torian;

• If the conversion of the Convertible Note would cause LJCI’s (or anyone else's) voting power in Torian to increase to more than 20%, then Torian shall have the right to either:

• (i) prepay that portion of the Convertible Note that LJCI elected to convert, plus any accrued and unpaid interest; or

• (ii) extend the delivery date for the conversion until such conversion will not cause LJCI to exceed 20% of the voting power or until such relevant approvals are obtained; or

  • (iii) extend the Maturity Date for the Convertible Note, for a period not to exceed 12 months, in Torian’s sole and absolute discretion.

• The Convertible Notes will not be quoted on ASX or any other securities exchange;

• Under the Funding Agreement, Torian is required to apply to ASX for quotation of any new Shares issued on the conversion of the Convertible Note within 2 trading days of the issue of those new Shares.

• (d) The Convertible Notes the subject of the resolution were issued to LJCI, and LJCI is not related to the Company;

• (e) The funds raised from the issue of the Convertible Notes will be used by Torian to further develop Torian’s prospective projects in Madagascar, and for working capital.

2. Resolution 2 – Approval of the issue of Convertible Notes to La Jolla Cove Investors, Inc.

2.1 General

The background and the terms of the Funding Agreement are set out in paragraph 1 of this Explanatory Statement.

Resolution 2 seeks the approval of Shareholders for the issue of Convertible Notes to LJCI in accordance with the terms of the Funding Agreement. In essence, this Resolution refers to those Convertible Notes to be issued by the Company to LJCI when further draw downs are made under the initial note facility (for the remaining balance of US$450,000).

Under the terms of the Funding Agreement, it is likely that the remaining balance of US$450,000 will be drawn down by the Company by 10 February 2012.

2.2 ASX Listing Rule 7.1

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period without approval of ordinary shareholders.

ASX Listing Rule 7.3.2 provides that all securities must be issued within 3 months of Shareholder approval.

2.3 Technical information required by ASX Listing Rule 7.3

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the issue of Securities:

Torian Resources NL

ABN: 72 002 261 565

• (a) The maximum number of Securities to be issued is 3 Convertible Notes, having a maximum value of US$450,000;

• (b) If Shareholder approval is obtained at this General Meeting, the Company will issue the Convertible Notes within three months of the date of this General Meeting or such later time as deemed appropriate by an ASX waiver;

• (c) The price at which the Securities are to be issued is the face value of each Convertible Note, up to a maximum aggregate sum of US$450,000;

• (d) The Convertible Notes will be issued to LJCI. LJCI is not related to Torian;

• (e) The terms of the securities are set out in paragraphs 1.3 and 1.5 above;

• (f) The funds raised from the issuing of the Convertible Note will be used by Torian to further develop the Company’s prospective projects in Madagascar, and for working capital.

Although Shareholder approval was not required for the issue of the Shares the subject of this Resolution 4, the Company now seeks Shareholder approval for these issues in the manner provided by ASX Listing Rule 7.4 because this will enable the Company to retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

4.2 Technical information required by ASX Listing Rule 7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 4:

4:
Share Issue	Number of	Issue Price	Proceeds
	Shares	($)	Received
			($)
Issue to s708
investors –	30,418,210	0.0066	200,000
24 Aug 2011

3. Resolution 3 – Election of Cameron Young

3.1 General

On the 21[st] of June 2011 the Company announced the appointment of Mr Cameron Young as a Director of the Company.

Under the Listing Rules, approval is required from Shareholders for any appointment of a Director, either prior or post‐appointment.

4. Resolution 4 – Ratification of prior issue of Shares

4.1 General

On 24 August 2011, the Company issued 30,418,210 Shares for consideration of $200,000 at a price of $0.006575 per Share.

The subscribers to the above Share issues are not related parties of Torian.

Resolution 4 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of those Shares.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ASX Listing Rule 7.4 allows for subsequent Shareholder approval if the Company did not breach ASX Listing Rule 7.1 at the time of issue and the holders of ordinary Shares subsequently approve it.

In accordance with ASX Listing Rule 7.5, in summary:

• (a) A total of 30,418,210 Shares were allotted;

• (b) the issue price was $0.0066 per Share;

• (c) the Shares issued were all fully paid ordinary Shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares;

• (d) the Shares were allotted and issued to various institutional and high net worth investors. These investors are not related to the Company; and

• (e) the funds raised from this issue will be used by the Company to further develop the Company’s prospective projects in Madagascar, and for working capital.

5. Resolution 5 – Ratification of prior issue – employee Shares and Options

5.1 General

On 26 August 2011 the Company announced the issue of Shares and unlisted Options to its non‐director employees as part of their employment agreements.

Resolution 5 seeks Shareholder ratification pursuant to ASX Listing Rule 7.4 for the issue of these Shares and Options.

ASX Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more equity securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

ABN: 72 002 261 565

Torian Resources NL

ASX Listing Rule 7.4 allows for subsequent Shareholder approval if the Company did not breach ASX Listing Rule 7.1 at the time of issue and the holders of ordinary Shares subsequently approve it.

Although Shareholder approval was not required for the issue of these securities, the Company now seeks Shareholder approval for these issues in the manner provided by ASX Listing Rule 7.4 because this will enable Torian to retain the flexibility to issue equity securities in the future up to the 15% annual placement capacity set out in ASX Listing Rule 7.1 without the requirement to obtain prior Shareholder approval.

5.2 Technical information required by ASX Listing Rule

7.4

Pursuant to and in accordance with ASX Listing Rule 7.5, the following information is provided in relation to Resolution 5:

• (a) Number of securities allotted was as follows:

• 2,428,571 fully paid ordinary shares

• 2,000,000 unlisted options with $0.005 exercise price expiring 31 Dec 2011

• 3,500,000 unlisted options with $0.01 exercise price expiring 31 Dec 2011

• 5,000,000 unlisted options with $0.005 exercise price expiring 31 Dec 2012

• 5,000,000 unlisted options with $0.01 exercise price expiring 31 Dec 2012

Management Consulting Pty Ltd (each a Consultant) on the terms and conditions of the Consultancy Deeds pursuant to which:

• (a) Penna (S&I) Pty Ltd provides the services of Peter Ashcroft to the Company; and

• (b) Cache Management Consulting Pty Ltd provides the services of Ian Johns and other Key Persons to the Company.

Penna (S&I) Pty Ltd is related to Torian as Peter Ashcroft is a director of both Penna (S&I) Pty Ltd and Torian.

Cache Management Consulting Pty Ltd is related to Torian as Ian Johns is a director of both Cache Management Consulting Pty Ltd and Torian.

The Consultancy Deeds will ensure that the services of the Key Persons are retained and that their interests are aligned with those of the Shareholders by rewarding their performance with the delivery of sustainable Shareholder value.

The Consultancy Deeds are subject to Shareholder approval and will only be entered into once Shareholder approval is obtained. This Resolution 6 is subject to the passing of Resolution 7.

Under the terms of the Consultancy Deeds, Penna (S&I) Pty Limited will be paid a monthly fee of $15,000 and Cache Management Consulting Pty Ltd will be paid a fee of $8,000 under the respective Consultancy Deeds both of which will be exclusive of any applicable Good and Services Tax (“GST”).

• (b) The issue price was nil;

• (c) The Shares issued were all fully paid ordinary Shares in the capital of Torian issued on the same terms and conditions as Torian’s existing Shares, and the unlisted (unquoted) Options formed a new class of option with different terms to existing unlisted options as detailed above;

• (d) The securities allotted were issued to non‐director employees of the Company; and

• (e) There were no funds raised from the allotment of the securities. Any funds raised by the conversion of unlisted options will be used by the Company to further develop Torian’s prospective projects in Madagascar, and for working capital.

6.2 Technical information required by Corporations Act

Approval of Shareholders of the payment of the monthly fees (financial benefit) to the Consultants (related parties) under the Consultancy Deeds is being sought pursuant to section 208(1)(a) of the Corporations Act. In accordance with section 219 of the Corporations Act, the Company discloses the following information:

• (i) The related party to whom the proposed resolution would permit a financial benefit to be given:

  • Peter Ashcroft is a director of both Penna (S&I) Pty Ltd and the Company and Ian Johns is a director of both Cache Management Consulting Pty Ltd and the Company.

• (ii) The nature of the financial benefits:

6. Resolution 6 – Approval of payment of financial benefit to related parties under the Consultancy Deeds

6.1 General

Resolution 6 seeks Shareholder approval under Chapter 2E (section 208) of the Corporations Act for the payment of financial benefits to Penna (S&I) Pty Ltd and Cache

• $15,000 and $8,000 per month.

• (iii) Directors’ recommendations:

Cameron Young recommends that Shareholders vote in favour of Resolution 6. Peter Ashcroft and Ian Johns make no recommendation regarding Resolution 6 because each of them has an interest in it.

Torian Resources NL

ABN: 72 002 261 565

• (iv) Director's interest in resolution:

Cameron Young does not have an interest in Resolution 6. Each of Peter Ashcroft and Ian Johns have an interest in Resolution 6 as set out in the paragraph above.

• (v) All other relevant information:

The terms of the Consultancy Deeds are set out in paragraphs 7.2 and 7.3 below and Annexure A.

The terms of the payment of the monthly fees to the Consultants under the Consultancy Deeds the subject of Resolution 6 have been approved by the Board of Directors.

From an economic and commercial point of view, the Directors consider that there are no material costs or detriments, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the payment of the financial benefit under Resolution 6.

7. Resolution 7 – Approval of issue of Shares to related parties under the Consultancy Deeds

7.1 General

Resolution 7 seeks Shareholder approval under ASX Listing Rule 10.11 and Chapter 2E (Section 208) of the Corporations Act for the issue of Shares to Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd (each a Consultant) on the terms and conditions of the Consultancy Deeds pursuant to which:

• (a) Penna (S&I) Pty Ltd provides the services of Peter Ashcroft to the Company; and

• (b) Cache Management Consulting Pty Ltd provides the services of Ian Johns and other key persons to the Company.

Penna (S&I) Pty Ltd is related to Torian as Peter Ashcroft is a director of both Penna (S&I) Pty Ltd and Torian.

Cache Management Consulting Pty Ltd is related to Torian as Ian Johns is a director of both Cache Management Consulting Pty Ltd and Torian.

This Resolution 7 is subject to the passing of Resolution 6.

7.2 Consultancy Deeds

A summary of the terms of the Consultancy Deeds are as follows:

• (a) Penna (S&I) Pty Ltd agrees to provide the services of Peter Ashcroft, and Cache Management Consulting Pty Ltd agrees to provide the services of Ian Johns and other key persons to the Company.

• (b) Each Consultancy Deed has a term of five (5) years. This term may be extended with the written agreement of the parties.

• (c) A Consultancy Deed may be terminated on the provision of 30 days written notice by the Consultant or immediately in certain circumstances, including if the respective Key Persons (either Peter Ashcroft or Ian Johns or other named key persons, as the case may be) are not available to provide their services to the Company for a period of more than 30 days, does not consent to provide their services, or is disqualified from managing a corporation within the meaning of that term in the Corporations Act.

• (d) Penna (S&I) Pty Limited will be paid a monthly fee of $15,000 and Cache Management Consulting Pty Limited will be paid a fee of $8,000 under the respective Consultancy Deeds (exclusive of any applicable GST).

• (e) Each Consultant will be entitled to receive a performance payment (Performance Payment) comprising the issue of Shares in the Company on the satisfaction of certain performance targets, provided always that the Key Person is engaged by the Consultant to provide, and is providing the services to the Company under the terms of the respective Consultancy Deeds. Details of the Performance Payments and the performance targets are set out in paragraph 7.3 below and contained in Annexure A.

• (f) The Board may impose performance conditions on any performance targets under the Consultancy Deeds to reflect Torian’s business plans, targets, budgets and performance objectives.

• (g) The Performance Payments are part of the consideration under the Consultancy Deeds and there is no amount payable by the Consultants on the achievement of their performance targets for the issue of Shares the subject of the Performance Payments. Prior to the achievement of the performance targets, the right to receive a Performance Payment will not of itself confer any right for the Consultants to participate in dividends or in new issues of Shares by Torian (including bonus issues, rights issues or otherwise) and the right to receive a Performance Payment may not be transferred.

• (h) Shares issued under the terms of the Consultancy Deeds will rank equally with all existing issued Shares in all respects from the date of their issue or transfer to the Consultants.

• (i) The Board may, in its discretion, accelerate the achievement in whole or part of any performance target on the occurrence of a change of control.

Torian Resources NL

ABN: 72 002 261 565

• (j) Unless the Board determines otherwise, an unachieved performance target will automatically lapse if it is not taken up under an Offer Notice, on the liquidation of Torian or on the Consultant ceasing to be engaged by Torian.

• (k) Without the approval of the Board, a Consultant may not sell, assign, transfer or otherwise deal with a Performance Payment. However, the Consultant can request the Company to issue Shares comprising a Performance Payment to a nominee of the Consultant.

• (l) In the event of any capital reconstruction by Torian, the Consultant’s right to a Performance Payment will be treated or adjusted, as set out in the terms of the Consultancy Deeds. It is intended that a Consultant will not receive any advantage or disadvantage from any such adjustment that Shareholders do not receive.

• (m) The Board may resolve at any time to terminate or suspend the Performance Payment component to the Consultancy deeds upon which termination or suspension will only apply to unearned Performance Payments.

7.3 Performance Targets and Performance Payments

The right to receive a Performance Payment is a contractual right to receive a Share, arising upon the satisfaction of specified service and performance targets ( performance targets ).

The Shareholders have previously approved the Executive Incentive Plan of the Company which sets out milestones and Milestone Payments. If resolution 7 is adopted by the Shareholders, the related party Directors of the consulting companies (Messrs Ashcroft and Johns) will no longer be

entitled to receive milestone benefits payable in shares under the Executive Incentive Plan.

It follows that simultaneously with execution of the Consultancy Deeds, after the approval of the Shareholders is obtained, Torian intends to amend the Executive Incentive Plan by removing the entitlement to be issued Shares under it.

Details of the performance targets, including the number of securities proposed to be issued on achievement of the performance targets are more fully set out in Annexure A, however a brief summary is set out below:

• performance targets 1 to 5 directly correspond to the staged development of the Vatovorona Gold Project in Madagascar;

• performance targets 6 to 8 relate to the calculation of ore reserves at the Vatovorona Gold Project in Madagascar;

• performance targets 9 relates to the establishment of other projects in Madagascar;

• performance targets 10 and 11 relate to the calculation of ore reserves on other projects in Madagascar;

• performance targets 12 and 13 relate to the addition of further joint venture projects as a result of the current Vatovorona Gold Project in Madagascar; and

• performance targets 14 to 20 relate to the improvement of Torian’s Share price.

• At the date of this General Meeting, the first two performance targets have been achieved. The Directors recommend Shareholders examine the proposed milestones.

7.4 Current Directors’ Interests

7.4 Current Directors’ Interests
Peter Ashcroft	Ian Johns
Indirect	Direct and Indirect
Parkview Services (Australia) Pty Limited (The Director is a director and shareholder of this company). The company is the legal owner of the shares. Parkview Services (Australia) Pty Limited Parkview Services Superannuation Fund>. The Director is a director of the company and a beneficiary of the fund. Ashware Holdings Pty Limited (The Director is director of this company but has no beneficial interest in any shares of the company). The company is the legal owner of the Torian shares.	Johns Corporation P/L as trustee for . The Director is a Director of the Company and beneficiary of the Trust Victoria Ann Johns is the spouse of Ian Anthony Johns.

Torian Resources NL

ABN: 72 002 261 565

Securities held by held by Parkview Services (Australia) Pty Limited Fund>: 67,383,334 TNR 10,000,000 31 December 2011 $0.00948 unlisted options 9,950,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 47,000,000 31 December 2014 $0.01 unlisted options 47,000,000 31 December 2014 $0.011 unlisted options 47,000,000 31 December 2015 $0.012 unlisted options 47,000,000 31 December 2015 $0.013 unlisted options	Securities held by Johns Corporation P/L as trustee for : 146,872,167 TNR 10,000,000 31 December 2011 $0.00448 unlisted options 10,000,000 31 December 2011 $0.00948 unlisted options 10,000,000 31 December 2012 $0.004 unlisted options 10,000,000 31 December 2012 $0.01 unlisted options 51,000,000 31 December 2014 $0.01 unlisted options 51,000,000 31 December 2014 $0.011 unlisted options 50,000,000 31 December 2015 $0.012 unlisted options 50,000,000 31 December 2015 $0.013 unlisted options
Securities held by Parkview Services (Australia) Pty Limited: 4,392,500 TNR	Securities held directly by Ian Anthony Johns: 9,405,215 TNR
Securities held by Ashware Holdings Pty Ltd: 5,000,000 TNR	Securities held by Victoria Anne Johns (Spouse): 3,700,000 TNR

Approval of the issue of Shares to related parties under the Consultancy Deeds would be to add the following indirect holdings for the directors:

Peter Ashcroft	Ian Johns
Indirect	Indirect
Penna (S&I) Pty Ltd (The Director is a director and shareholder of this company). The company is the legal owner of the Shares and Options.	Cache Management Consulting Pty Ltd (The Director is a director and shareholder of this company). The company is the legal owner of the Shares and Options.
100,000,000 Shares	100,000,000 Shares

7.5 Technical information required by ASX Listing Rules and Corporations Act

Pursuant to ASX Listing Rule 10.13, the following information is provided regarding ASX Listing Rule 10.11 approval:

• (a) The names of the persons receiving the securities – Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd.

• (b) The maximum number of securities to be issued – 200 million Shares (100 million of each to each of Penna (S&I) Pty Ltd and Cache Management Consulting Pty Ltd).

• (c) The issue and allotment of the Shares under Resolution 7 will occur no later than one month after the date of this General Meeting or such later time as deemed appropriate by an ASX waiver.

• (d) The Consultants are related to the Company – Peter Ashcroft is a director of both Penna (S&I) Pty Ltd and the Company and Ian Johns is a director of both

• Cache Management Consulting Pty Ltd and the Company.

• (e) The Shares will be issued to the Consultants on the achievement of certain performance targets, a summary of which is set out in paragraph 7.3 and contained in Annexure A. The Shares will have an issue price being the price on the date that the Consultant has earned or triggered the applicable performance payment and when that achievement of the relevant performance target is confirmed by a full meeting of the Board. Payment for services related to the achievement of performance targets is officially rendered by the relevant Consultant issuing the Company with a tax invoice. The responsibilities of the Consultant and the Company regarding GST on services rendered are outlined in the respective consultancy deeds.

The Company will apply to the ASX to have the Shares issued to the Consultants officially quoted and these Shares will rank equally with all the other Shares on

Torian Resources NL

ABN: 72 002 261 565

issue. In all other respects, the rights and entitlements of the Consultants in respect of the Shares issued to them will be identical to the rights and entitlements of the holders of existing issued Shares.

• (f) A voting exclusion statement is included in the Notice of General Meeting.

• (g) No funds will be raised from the issue of Shares to the Consultants.

Pursuant to ASX Listing Rule 7.2, as approval for the issue of the Shares referred to in Resolution 7 is being sought under ASX Listing Rule 10.11, approval is not required under ASX Listing Rule 7.1.

In addition to Listing Rule 10.11, approval of Shareholders of the issue of Shares (financial benefit) to the Consultants (related parties) is being sought pursuant to section 208(1)(a) of the Corporations Act. In accordance with section 219 of the Corporations Act, the Company discloses the following information:

• (i) The related party to whom the proposed resolution would permit a financial benefit to be given:

• Peter Ashcroft is a director of both Penna (S&I) Pty Ltd and the Company and Ian Johns is a director of both Cache Management Consulting Pty Ltd and the Company.

• (ii) The nature of the financial benefits: 200 million Shares.

• (iii) Valuation of the financial benefits:

Issuing of Listed Shares

The potential cost to the Company of the grant of a total of 200,000,000 Listed Shares is that there will be a dilution of the issued share capital.

As at the date of notice, 11 November 2011, the current share price is $0.004.

This means that the valuation of 200,000,000 listed shares in the Company using the direct method of valuation is $800,000.

The resulting issue of shares will affect the below related parties on the following basis:

Related Party	Number of Shares	Value of Benefit
Cache Management Consulting Pty Ltd	100,000,000	$400,000
Penna (S&I) Pty Ltd	100,000,000	$400,000
Total	200,000,000	$800,000

• (iv) Directors’ recommendations:

Cameron Young recommends that Shareholders vote in favour of Resolution 7. Peter Ashcroft and Ian Johns make no recommendation regarding Resolution 7 because each of them has an interest in it.

• (v) Director's interest in resolution:

Cameron Young does not have an interest in Resolution 7. Each of Peter Ashcroft and Ian Johns have an equal interest in Resolution 7 as set out in the paragraph above.

• (vi) All other relevant information:

The terms of the Consultancy Deeds and the performance targets are set out in paragraphs 7.2 and 7.3 and contained in Annexure A.

The terms of issue of the Shares under the Consultancy Deeds the subject of Resolution 7 have been approved by the Board of Directors.

The effect of the issue of the Shares under Resolution 7 will be to dilute the interests of existing Shareholders. The table below sets out the effect of the issues of the Shares pursuant to Resolution 7 on the capital structure of the Company.

Effect on Capital Structure

Effect on Capital Structure
Shares Currently on Issue Shares to be Issued under Resolution 7 Total Number of New Shares On Issue	2,591,977,501 200,000,000
	2,791,977,501

From an economic and commercial point of view, the Directors consider that there are no material costs, including opportunity costs or taxation consequences for the Company or benefits foregone by the Company resulting from the issue of Shares under Resolution 7.

G L O S S A R Y

A$ means Australian dollars.

ASIC means the Australian Securities and Investments Commission.

ASX means the Australian Securities Exchange, or ASX Limited.

ASX Listing Rules means the Listing Rules of ASX.

Board means the current board of directors of the Company.

Business Day means Monday to Friday inclusive, except New Year’s Day, Good Friday, Easter Monday, Christmas Day, Boxing Day, and any other day that ASX declares is not a business day.

Company or Torian means Torian Resources NL (ACN 002 261 565).

Convertible Note means a convertible note issued by the Company pursuant to the Funding Agreement.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the current directors of the Company.

Explanatory Statement means the explanatory statement accompanying the Notice of Meeting.

Funding Agreement means the funding agreement entered into by the Company and La Jolla Cove Investors, Inc. on 29 August 2011 as amended on or about 10 November 2011.

General Meeting or Meeting means the meeting convened by the Notice.

LJCI means La Jolla Cove Investors, Inc.

Notice or Notice of Meeting or Notice of General Meeting means this notice of general meeting including the Explanatory Statement and the Proxy Form.

Option means an option which on exercise converts into one Share.

Proxy Form means the proxy form accompanying the Notice.

Resolutions means the resolutions set out in the Notice of Meeting, or any one of them, as the context requires.

Share means a fully paid ordinary share in the capital of the Company.

Shareholder means a holder of a Share.

US$ means United States of America dollars or US dollars.

Annexure

A

Performance Target 1

Stage 1: The issue of 45 million Shares to the Consultant upon the completion of any trial mining pit which shall include the identification of an area of mineralisation on the Vatovorona Gold Project in Stage 1 of the work program for licence 39110 in Madagascar.

Performance Target 2

Stage 2: The issue of 55 million Shares to the Consultant if the Varun Torian Joint Venture in Madagascar proceeds to Stage 2, which for the purpose of clarity is intended to mean that Stage 2 shall commence or proceed when the board of Varun Torian International SARL resolves to proceed to the further expenditure of US$3million on the permits and such program to be focussed upon drilling and pitting in an effort to obtain a JORC compliant resource calculation and the Company has sufficient funds or has arranged a facility to meet its obligations under Stage 2.

Performance Target 3

Stage 3: The issue of 55 million Shares to the Consultant if either:

• (a) The Varun Torian Joint Venture proceeds to Stage 3, which for the purposes of clarity is intended to mean that Stage 3 shall commence or proceed when the board of Varun Torian International SARL resolves to proceed to the further expenditure of US$10million on the permits and such work program includes an extension to any trial mine, further drilling to further prove the resource calculation of the resource on the licences and the acquisition and construction of a pilot processing plant and the Company has fulfilled its obligations to assist in the arranging to finance such additional expenditure; or

• (b) A partial or full takeover of the Company takes place at a share price in excess of 2 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 3.

Performance Target 4

Stage 4: The issue of 65 million Shares to the Consultant if either:

• (a) The board of Varun Torian International SARL resolves to proceed to the further expenditure of not less than US$30million on the permits through an extension to any mine, the commencement of underground mining if appropriate, or further pitting on the licences and the acquisition and construction of a processing plant; or

• (b) A partial or full takeover of the Company takes place at a Share price in excess of 4 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 4.

Performance Target 5

Stage 5: The issue of 65 million Shares to the Consultant if either:

• (a) The Varun Torian Joint Venture proceeds to Stage 5, which for the purposes of clarity is intended to mean that Stage 5 shall commence or proceed when the board of Varun Torian International SARL resolves to proceed to the further expenditure of not less than US$80million on the permits through an extension to any mine, the commencement of further mines and/or the acquisition and construction of a processing plant; or

• (b) A partial or full takeover of the Company takes place at a Share price in excess of 5 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 5.

Performance Target 6

Reserve Calculation: The issue of 45 million Shares to the Consultant if either:

• (a) the Varun Torian Joint Venture in Madagascar proceeds to issue a gold reserve calculation of 250,000 ounces of gold within the Vatovorona gold project; or

• (b) a partial or full takeover of the Company takes place at a Share price in excess of 2 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 2 or 3.

For the purposes of clarity it is intended that this benefit only be available once from the Company for the Consultant.

Performance Target 7

Gold Production: The issue of 55 million Shares to the Consultant if either:

• (a) the Varun Torian Joint Venture in Madagascar proceeds to produce in excess of 50,000 ounces of gold in any one year within the Vatovorona gold project; or

• (b) a partial or full takeover of the Company takes place at a Share price in excess of 2 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 2 or 3.

ABN: 72 002 261 565

Torian Resources NL

• (c) For the purposes of clarity it is intended that this benefit only be available once from the Company for the Consultant.

Performance Target 8

Gold Production: The issue of 55 million Shares to the Consultant if:

• (a) the Varun Torian Joint Venture in Madagascar proceeds to produce in excess of 100,000 ounces of gold in any one year; or

• (b) a partial or full takeover of the Company takes place at a Share price in excess of 2 cents per Share before a decision could or can be made in respect to the Varun Torian Joint Venture in Madagascar proceeding to Stage 2 or 3.

For the purposes of clarify it is intended that this benefit only be available once from the Company for the Consultant.

Performance Target 9

Additional Projects. The issue of 30 million Shares to the Consultant if additional projects comprising areas that are highly prospective and capable of near or medium development and may or may not include an exploitation licence but include exploration licences that are capable of being converted to exploitation licences within 2 years of the addition of the project, are added to the Varun Torian Joint Venture in Madagascar.

Performance Target 10

Additional Projects Reserve Calculation: The issue of 30 million Shares to the Consultant if additional projects within the Varun Torian Joint Venture in Madagascar proceed to issue a gold reserve calculation of 250,000 ounces of gold for such additional project, or such additional project produces a commodity reserve with a value of in excess US$25 million.

Performance Target 11

Additional Projects Gold Production: The issue of 55 million Shares to the Consultant if such additional projects within the Varun Torian Joint Venture in Madagascar proceed to produce in excess of 50,000 ounces of gold or gross revenue of US$50 million in any one year.

Performance Target 12

Additional Projects Separate venture : The issue of 30 million Shares to the Consultant if Varun Torian International SARL or the Company or any subsidiary thereof receives a substantial number of shares in a new venture as compensation for the assistance of Varun Torian to the new venture.

Performance Target 13 Additional Projects Separate Venture New Listed

Company: The issue of 30 million Shares to the Consultant if the new venture company the subject of Performance Target 12 is listed on any stock exchange in which the shares of such company can be readily traded including any exchange in Australia, India, Europe, North America or China.

Performance Target 14

Company Share Price (Incentive to exceed 2 cents) : Subject to the Consultant remaining engaged by the Company at the date of issue, the issue of 35 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 2 cents for 14 trading days in any month.

Performance Target 15

Company Share Price (Incentive to exceed 3 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 25 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 3 cents for 14 trading days in any month.

Performance Target 16

Company Share Price (Incentive to exceed 4 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 22.5 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 4 cents for 14 trading days in any month.

Performance Target 17

Company Share Price (Incentive to exceed 5 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 17.5 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 5 cents for 14 trading days in any month.

Performance Target 18

Company Share Price (Incentive to exceed 6 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 15 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 6 cents for 14 trading days in any month.

Performance Target 19

Company Share Price (Incentive to exceed 8 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 12.5 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 8 cents for 14 trading days in any month.

Performance Target 20

Company Share Price (Incentive to exceed 10 cents) : Subject to the Consultant remaining engaged by the Company at the date of the issue, the issue of 20 million Shares to the Consultant upon the Share price of the Company on the ASX exceeding 10 cents for 14 trading days in any month.

THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

PROXY FORM

General Meeting

TORIAN RESOURCES NL ABN 72 002 261 565

All correspondence to: Advanced Share Registry Services PO Box 1156 Nedlands WA 6909 Australia Enquiries: +61 8 9389 8033 Facsimile: +61 8 9389 7871 www.advancedshare.com.au

Appointment of Proxy

Torian Resources NL hereby gives notice that the General Meeting of the Company will be held at: The Gallipoli Club, 2[nd] Floor Function Room, 12 Loftus Street, Sydney NSW 2000 at 11.00am on Friday 16 December 2011.

If appointing a proxy to attend the General Meeting on your behalf, please complete this form and submit it in accordance with the directions on the reverse of the page.

I/We being member/s of Torian Resources NL and entitled to attend and vote hereby appoint:

� The Chairman of the Meeting (mark with an “X”) OR or failing him/her

or failing him/her, (or if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting and at any adjournment of that meeting.

This proxy is to be used in respect of % of the ordinary shares I/we hold.

• If you do not wish to direct your proxy how to vote, please place a mark in the box. If you have appointed the Chair of the meeting to exercise your proxy, by marking this box, you acknowledge that the Chairman of the meeting may exercise your proxy even if he has an interest in the outcome of a particular resolution and votes cast by him other than as proxy holder will be disregarded because of

• � that interest. The Chair intends to vote 100% of all open proxies in favour of the resolution.

If you do not mark this box, and you have not directed your proxy how to vote, the Chairman will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution.

Voting directions to your proxy – mark ⌧ or � to indicate your direction

Voting directions to your proxy – mark⌧or�to indicate your direction
RESOLUTION	For	Against	Abstain
1. Ratification of prior issue of Convertible Notes	�	�	�
2. Approval of the issue of Convertible Notes to La Jolla Investors, Inc.	�	�	�
3. Election of Cameron Young	�	�	�
4. Ratification of prior issue of Shares	�	�	�
5. Ratification of prior issue – employee Shares and Options	�	�	�
6. Approval of payment of financial benefit to related parties under the Consultancy Deeds	�	�	�
7. Approval of issue of Shares to related parties under the Consultancy Deeds	�	�	�

If you mark the “Abstain” box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Shareholder 1 Sole Director & Sole Company Secretary Dated: Contact Name:	Joint Shareholder 2 Joint Shareholder 3 Director Director / Company Secretary Contact Phone:	Joint Shareholder 3

ABN: 72 002 261 565

Torian Resources NL

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. Your pre‐printed name and address is as it appears on the share register of the Company. If you are Issuer Sponsored and this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker on the CHESS subregister should advise their broker of any changes. Please note, you cannot change ownership of your Shares using this form.

2. Completion of a proxy form will not prevent individual shareholders from attending the Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attends the Meeting in person, then the proxy’s authority to speak and vote for that shareholder is suspended while the shareholder is present at the Meeting.

3. You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company or you may copy this form. To appoint a second proxy you must:

4. on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or the number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.

5. return both forms together in the same envelope.

6. A proxy need not be a securityholder of the Company.

7. If you mark the “Abstain” box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

8. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of the appropriate “Certificate of Appointment of Corporate Representative” should be produced for admission to the Meeting. Previously lodged “Certificates of Appointment of Corporate Representative” will be disregarded by the Company.

9. If a representative as Power of Attorney of a shareholder is to attend the meeting, a properly executed original (or originally certified copy) of an appropriate Power of Attorney should be produced for admission to the General Meeting. Previously lodged Powers of Attorney will be disregarded by the Company.

10. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person.

Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address below not later than 11.00am on Wednesday 14 December 2011 (48 hours before the commencement of the meeting). Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged by:

Email to:

ehansen@torianresources.com

Post to: Torian Resources NL, PO Box R353 ROYAL EXCHANGE NSW 2000

Facsimile to: 02 9247 7055

Or by posting or delivering to the Registered Office, being Level 10, 15‐17 Young Street, Sydney NSW 2000.

www.torianresources.com