GOLDARC RESOURCES LIMITED - Proxy Solicitation & Information Statement 2015

TORIAN RESOURCES LIMITED

ACN 002 261 565

NOTICE OF GENERAL MEETING

TIME : 12:30 pm

DATE : 27 February 2015

PLACE : Room 5 Australian Institute of Company Directors Business Centre & Member Lounge Level 1, 20 Bond Street SYDNEY NSW 2000

This Notice of Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting.

Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary on +61 2 9290 9606.

Business of the Meeting (setting out the proposed Resolutions)	3
Explanatory Statement (explaining the proposed Resolutions)	6
Glossary	28
Schedule 1 – Pro-forma capital structure	30
Schedule 2 – Pro-forma balance sheet	31
Schedule 3 – Timetables	33
Annexure 1 – Independent Expert’s Report	Annexed
Proxy Form	Enclosed
IMPORTANT INFORMATIO N

Time and place of Meeting

Notice is given that the Meeting will be held at 12:30 pm on 27 February 2015 at:

Room 5

Australian Institute of Company Directors Business Centre & Member Lounge Level 1, 20 Bond Street SYDNEY NSW 2000

Your vote is important

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

Voting eligibility

The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 12:30 pm (AEDT) on 25 February 2015.

Voting in person

To vote in person, attend the Meeting at the time, date and 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.

In accordance with section 249L of the Corporations Act, Shareholders are advised that:

each Shareholder has a right to appoint a proxy;
the proxy need not be a Shareholder of the Company; and
a Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If the

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member appoints 2 proxies and the appointment does not specify the proportion or number of the member’s votes, then in accordance with section 249X(3) of the Corporations Act, each proxy may exercise one-half of the votes.

Shareholders and their proxies should be aware that changes to the Corporations Act made in 2011 mean that:

if proxy holders vote, they must cast all directed proxies as directed; and
any directed proxies which are not voted will automatically default to the Chair, who must vote the proxies as directed.

Further details on these changes are set out below.

Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does :

the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (ie as directed); and
if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; and
if the proxy is the chair of the meeting at which the resolution is voted on, the proxy must vote on a poll, and must vote that way (ie as directed); and
if the proxy is not the chair, the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (ie as directed).

Transfer of non-chair proxy to chair in certain circumstances

Section 250BC of the Corporations Act provides that, if:

an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company's members; and
the appointed proxy is not the chair of the meeting; and
at the meeting, a poll is duly demanded on the resolution; and
either of the following applies:
the proxy is not recorded as attending the meeting; or
the proxy does not vote on the resolution,

the chair of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

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BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

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 all Acquisition Resolutions, for the purposes of ASX Listing Rule 11.1.2 and for all other purposes, approval is given for the Company to complete the Acquisition as described in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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.

2. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

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 all Acquisition Resolutions, pursuant to section 254H(1) of the Corporation Act, clause 10.1(b) of the Constitution, ASX Listing Rules 7.20 and 7.22.1 and for all other purposes, Shareholders approve and authorise the Company to consolidate the issued capital of the Company on the basis that:

(a) every 33 Shares be consolidated into one Share; and
(b) every 33 Options be consolidated into one Option,

( Consolidation ) and otherwise on the terms and conditions set out in the Explanatory Statement.”

3. RESOLUTION 3 – CAPITAL RAISING

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 all Acquisition Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 10,000,000 Shares (on a post-Consolidation basis) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities, if the Resolution is passed 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.

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4. RESOLUTION 4 – TRANSACTION WITH CASCADE RESOURCES LIMITED

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 all Acquisition Resolutions, for the purposes of section 611 (Item 7) of the Corporations Act and for all other purposes, approval is given for:

(a) the Company to issue to Cascade Resources Limited ( Cascade ) 27,272,727 Shares (on a post-Consolidation basis) on completion of the Acquisition ( Consideration Shares ); and
(b) the acquisition of a relevant interest in the issued voting shares of the Company by Cascade otherwise prohibited by section 606(1) of the Corporations Act by virtue of the issue of the Consideration Shares referred to in paragraph (a) ( Voting Acquisition ),

on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : No votes may be cast in favour of this Resolution by:

(a) the person proposing to make the acquisition and their associates; or

(b) the persons (if any) from whom the acquisition is to be made and their associates.

Accordingly, the Company will disregard any votes cast on this Resolution by Cascade and any of its associates.

Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared for the purpose of the Shareholder approval required under section 611 (Item 7) of the Corporations Act. The Independent Expert’s Report comments on the fairness and reasonableness of the transactions the subject of this Resolution to the non-associated Shareholders in the Company. The Independent Expert has determined the issue of the Consideration Shares to Cascade and the resulting Voting Acquisition is fair and reasonable to the non-associated Shareholders.

5. RESOLUTION 5 – ISSUE OF SHARES – UNRELATED PARTY PROJECT VENDOR CONSIDERATION

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 all Acquisition Resolutions, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 5,100,000 Shares (on a post-Consolidation basis) on the terms and conditions set out in the Explanatory Statement.”

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6. RESOLUTION 6 – ISSUE OF SHARES – RELATED PARTY PROJECT VENDOR CONSIDERATION

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 all Acquisition Resolutions, for the purposes of ASX Listing Rules 10.1 and 10.11 and for all other purposes, approval is given for the Company to issue 1,350,000 Shares (on a post-Consolidation basis) on the terms and conditions set out in the Explanatory Statement.”

Voting Exclusion : The Company will disregard any votes cast on this Resolution by a person who is to receive securities in relation to the Company 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.

Independent Expert’s Report : Shareholders should carefully consider the Independent Expert’s Report prepared for the purpose of the Shareholder approval required under ASX Listing Rule 10.1. The Independent Expert’s Report comments on the fairness and reasonableness of the transactions the subject of this Resolution to the non-associated Shareholders. The Independent Expert has determined the issue of the Vendor Shares to related party Vendors is fair and reasonable to the non-associated Shareholders.

7. RESOLUTION 7 – ISSUE OF SHARES ON CONVERSION OF DEBT

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

“That, for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue up to 991,080 Shares (on a postConsolidation basis) on the terms and conditions set out in the Explanatory Statement.”

Dated: 21 January 2015

By order of the Board

Sunil Dhupelia Executive Director

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EXPLANATORY STATEMEN T

This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions.

1. CONDITIONAL RESOLUTIONS

Resolutions 1 – 6 ( Acquisition Resolutions ) are inter-conditional, meaning that each of them will only take effect if all of them are approved by the requisite majority of Shareholders’ votes at the Meeting. If any one of the Acquisition Resolutions is not approved at the Meeting, none of them will take effect and the Agreement and other matters contemplated by those Resolutions will not be completed.

2. BACKGROUND TO THE PROPOSED ACQUISITION

2.1 Details of the Acquisition

On 10 December 2014, the Company announced it had varied the conditional agreement with Cascade Resources Limited (ACN 128 744 178) ( Cascade ) to acquire the contractual rights to a number of prospective gold projects located in the Goldfields region of Western Australia (the Projects ) previously announced on 10 June 2014 ( Acquisition ).

The Acquisition represents the Company delivering on its previously stated goal of growth through acquisition. The Company will continue to assess opportunities to expand by acquisition in order to continue to take the Company forward.

The material terms of the Agreement are as follows:

(a) ( Conditions precedent ): The Acquisition is conditional upon the satisfaction or waiver of the following conditions precedent:
(i) the Company completing due diligence in relation to Cascade to the absolute satisfaction of the Company;
(ii) Cascade completing due diligence in relation to the Company to the absolute satisfaction of Cascade;
(iii) the Company undertaking a consolidation of capital on a ratio of 33:1, to occur simultaneously with the issue of the Consideration Shares (This condition precedent is the subject of Resolution 2);
(iv) the Company completing a capital raising of up to $2,000,000 through the issue of up to 10,000,000 Shares at an issue price of $0.20 per Share, on a post-Consolidation basis, or such other amount as agreed between the parties. As at the date of this Notice a portion of these funds have been raised and the Company is seeking to raise the balance subject to the approval of Resolution 3;
(v) the Company receiving all necessary shareholder approvals and any other required approvals to complete the Acquisition; and
(vi) Cascade receiving all necessary shareholder approvals and any other required approvals to complete the Acquisition,

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on or before 5.00 pm (WST) on 31 March 2015 or such later date agreed between the parties.

(b) ( Consideration ): The Company will satisfy the consideration for the Acquisition through the issue of the Consideration Shares (This is the subject of Resolution 4).
(c) ( Board composition ): It is proposed that following completion of the Acquisition the board of the Company shall comprise:

Position	Name
Non-Executive Chairman	Andrew Sparke
Managing Director	Matthew Sullivan
Executive Director	Sunil Dhupelia
Non-Executive Director	Nathan Taylor

The appointments of Andrew Sparke and Matthew Sullivan as directors of Torian were made on 10 June 2014. Details of the qualifications and experience of Andrew Sparke and Matthew Sullivan are set out in Section 6.3(g). It is intended that Jason Hou and Ian Johns will resign on completion of the Acquisition.

2.2 Details of the Projects

Cascade has entered into several agreements ( Acquisition Agreements ) over a number of prospective gold projects located in the Goldfields region of Western Australia. These prospects form 2 key projects: The Mt Stirling Project and The Malcolm Project.

Pursuant to the Agreement the Company will acquire the rights under the Acquisition Agreements.

The aggregate consideration payable on completion of the Acquisition Agreements is 6,450,000 Shares on a post-Consolidation basis (being 212,850,000 Shares on a preConsolidation basis) and $295,000 cash. The Share component of this consideration is the subject of Resolutions 5 and 6.

The Projects host an existing Inferred JORC Resource of 37,477 oz Au.

Project	JORC Category	Total Project Resources	Total Project Resources	Total Project Resources	Torian’s Interest (On completion of the Acquisition Agreements)
		Tonnes	g/t Au	Oz


Mt Stirling1	Inferred	259,750	2.44	20,400	51-90%1
Mt Stirling Well2	Inferred	41,250	8.54	11,327	100%
Malcolm	Inferred	48,000	3.72	5,750	51-90%1
Total	Inferred	349,000	3.34	37,477

Notes:

Cascade currently holds a contractual right to acquire 51% and has the right to earn up to a 90% pursuant to the relevant joint venture agreements.

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Mt Stirling Well is a prospect within the Mt Stirling Project.

Mt Stirling Project

The Mt Stirling Project is located approximately 40 kilometres north west of Leonora. Under the Agreement, Torian will conditionally acquire the contractual right to a 100% interest in the Mt Stirling Well prospect. Torian will also conditionally acquire the contractual right to a 51% interest in the Mt Stirling prospect and a 51% interest in the Mt Cutmore prospect with the exclusive right to earn up to a 90% interest in each prospect under the terms of two separate joint venture agreements. The Mt Stirling Project comprises 19 prospecting licences covering an area of 23 square kilometres.

The Mt Stirling Well Prospect has inferred JORC resource of 41,300 tonnes @ 8.54g/t for 11,300oz Au. This resource, whilst inferred, is a high grade, oxidised system, located at surface which the Company believes may be amenable to low cost mining. This resource is open in all directions and further exploration at this prospect is a high priority.

This mineralisation is a flat lying quartz vein hosted in granite. The granite has a diameter of approximately 1 kilometre and there is potential for the current resource to grow significantly.

Previous drilling at the prospect occurs over a strike length of approximately 200 metres and there is no drilling deeper than about 40 metres.

Between 1897 and 1913, a small underground mine was active at the Mt Stirling Well prospect. Recorded production from the mine was 3,354 tonnes @ 52.02g/t Au for 5,610 oz's Au.

Previous exploration at the Mt Stirling Project has focused on a small number of targets defined by old workings. RC drilling was conducted at these targets however they remain open along strike and down dip. The Mt Stirling Project has a number of other targets that have been defined by surface sampling that have not been drill tested to date.

Malcolm Project

The Malcolm Project is located approximately 20 kilometres east of Leonora. Under the Agreement Torian will conditionally acquire the contractual right to a 100% interst in the Rabbit Warren South prospect and 51% interests in the Mt Stewart, Braemore, Malcolm and Mt George Prospects. Torian also has the exclusive right to earn up to a 90% interest in each of these Prospects under the terms of separate joint venture agreements for each prospect. The Malcolm Project comprises 54 tenements covering an area of approximately 75 square kilometres.

The Malcolm Project has received only superficial exploration to date, focusing on historic workings. Several reconnaissance RAB holes have intersected anomalous values away from the historic workings. Many of these have not been followed up by RC drilling. In addition JORC Inferred resources have been defined from previous shallow RC drilling. All resources remain open along strike and also at depth.

Other targets have been defined from previous soil geochemical sampling and areas of gold nuggets being found at or very near surface. Most of these areas have never been drill tested.

For further information in relation to the Projects, refer to the Independent Valuation Report prepared by Darlington Geological Services Pty Ltd and included as Appendix 4 to the Independent Expert’s Report.

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2.3 Details of the Acquisition Agreements and joint venture agreements

Deeds of Assignment and Assumption

The Company has entered into separate deeds of assignment and assumption with Cascade and the relevant Vendors for each Project pursuant to which Cascade has assigned its contractual rights under the Acquisition Agreements and the Joint Venture Agreements to the Company and the Company has assumed the obligations of Cascade under those agreements both effective on and from the completion date of the Agreement.

Acquisition Agreements – Cascade Resources Limited and the Vendors

Cascade has entered into separate conditional agreements with the Vendors to acquire either a 51% or 100% interest in the Projects. The Vendors, the percentage interest being acquired and the consideration for each Project is as follows:

100% Projects

Project/Prospect	Vendor/s	Consideration
Mt Stirling Well	Trevor John DIXON Robert William SCARFE as executor and trustee of the will of Graham Alfred HAWKS	$40,000 50,000 Shares
Rabbit Warren South	Jemda Pty Ltd	$16,666.681 1,250,000 Shares

1 This cash consideration is payable to beneficiaries who are not related parties of the Company.

51% Projects

Project/Prospect	Vendor/s	Consideration
Mt Stirling	Russell Geoffrey MCKNIGHT Glen Neil BIGGS Ross Frederick CREW Thomas Geoffrey WILLIAMS	$50,000 1,000,000 Shares
Mt Cutmore	Russell Geoffrey MCKNIGHT Ross Frederick CREW Christopher CREW	$45,000 500,000 Shares
Mt Stewart (Jemda Pty Ltd)	Jemda Pty Ltd	$10,0001 400,000 Shares
Mt Stewart (JP Sullivan)	James Paul SULLIVAN	$13,333.321 600,000 Shares
Braemore	James Paul SULLIVAN	600,000 Shares
Malcolm	Trevor John DIXON Ross Frederick CREW Drylands Pty Ltd	$70,000 1,350,000 Shares
Mt George	Trevor John DIXON	$50,000

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Project/Prospect	Vendor/s	Consideration
		700,000 Shares

1 This cash consideration is payable to beneficiaries who are not related parties of the Company.

It is noted that Jemda Pty Ltd (an entity controlled by Matthew Sullivan) and John Paul Sullivan (the son of Matthew Sullivan) are related parties of the Company. Shareholder approval is being sought for the completion of all Acquisition Agreements, however, it is noted that the Company’s obligation to these related parties has arisen from the Company’s agreement with Cascade, who is not a related party of the Company, and which was negotiated on arm’s length terms.

Pursuant to the Deeds of Assignment and Assumption the rights and obligations of Cascade are being acquired and assumed by the Company effective on and from the completion date of the Agreement.

The material terms of the Acquisition Agreements are as follows:

(a) ( Conditions precedent ): Completion is conditional upon the satisfaction or waiver of the following condition precedent:
(i) the Company receiving all necessary shareholder and regulatory approvals required to complete the Acquisition; and
(ii) if applicable and subject to waiver by the Company in its sole discretion, the grant of the approval by the Minister responsible for administering the Mining Act 1978 (WA), or an officer of the Department of Mines and Petroleum, Western Australia, acting with the authority of the Minister, under section 82(1)(d) of the Mining Act 1978 (WA) to the transactions contemplated by this Agreement.

on or before 5.00 pm (WST) on 31 March 2015.

(b) ( Consideration ): The aggregate consideration under the Acquisition Agreements is 6,450,000 Shares and $295,000 in cash.
(c) ( Royalty ): The Company must also pay the following royalties to the Vendor/s of the following Projects or prospects as the context requires effective on and from completion:
(i) Mt Stirling Well prospect: 1% of the gross proceeds from all minerals recovered and sold from this prospect;
(ii) Rabbit Warren South prospect: $1.00 per tonne of all ore recovered from the prospect.

Joint Venture Agreements

Cascade has entered into separate joint venture agreements with the relevant Vendor/s of each Project or prospect as the context requires in which it is acquiring a 51% initial interest under the Acquisition Agreements.

Pursuant to the Deeds of Assignment and Assumption the rights and obligations of Cascade are being acquired and assumed by the Company effective on and from the completion date of the Agreement.

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The material terms of the Joint Venture Agreements are as follows:

(a) ( Sole funding period ): The Company is required to sole fund expenditure on the relevant Project up to a decision to mine following which the Vendor/s are required to contribute in proportion to their then interest unless they have elected to convert their interest into a royalty.
(b) ( Manager ): The Company will be the manager of the joint venture and is entitled to determine the work programs at its sole discretion.
(c) ( Right to earn additional interest ): The Company has the right to increase its interests in each of the Tenements the subject of the relevant joint venture to 90% in the 3 year period following completion of the relevant Acquisition Agreement by incurring expenditure in relation to those Tenements as follows:
(i) Mt Stirling prospect: $300,000.09; and
(ii) Mt Cutmore prospect: $300,000.09;
(iii) Mt Stewart (Jemda Pty Ltd) prospect: $250,000.14;
(iv) Mt Stewart (JP Sullivan) prospect: $250,000.14;
(v) Braemore prospect: $250,000.14;
(vi) Malcolm prospect: $600,000.18; and
(vii) Mt George prospect: $300,000.09,

being an aggregate of $2,250,000.87.

The Company’s right to an increase in its percentage interest in the relevant Tenements will accrue for each whole percent between 51% and 90% where the proportionate amount of the expenditure has been incurred.

(d) ( Royalty ): Within 60 days of the Vendor/s receiving written notice from the Company of the decision to mine the Vendor/s must elect to contribute in proportion to their then interest in the Tenements or convert their interest into a 2% gross revenue royalty (following which the Company will acquire the relevant Vendor/s interest in those Tenements). The royalty will also become payable if, after electing to contribute a Vendor defaults on their obligations to contribute. If this occurs the remaining interest held by the defaulting Vendor will be transferred to the Company so that it holds 100% of the relevant Project or prospect.

2.4 Competent person’s statement

The information in this Notice that relates to Exploration Results and Mineral Resources is based on information compiled by Matthew Sullivan, who is a Member of The Australasian Institute of Mining and Metallurgy. Matthew Sullivan is a consultant to the Company as well as a director of the Company and a director of Cascade. Matthew Sullivan has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Minerals Resources and Ore Reserves’. This information was first reported in an ASX announcement released by the Company on 10 December 2014 ( Announcement ) in which Matthew Sullivan

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consented to the inclusion of these matters based on his information in the form and context in which it appears. The Company is not aware of any new information or data that materially affects the information included in the Announcement and confirms that all material assumptions and technical parameters underpinning the estimates in the Announcement continue to apply and have not materially changed.

2.5 Pro forma capital structure

The capital structure of the Company following completion of the Acquisition and the Acquisition Agreements and issues of all Shares contemplated by this Notice is set out in Schedule 1.

2.6 Pro forma balance sheet

An unaudited pro-forma balance sheet of the Company following completion of the Acquisition and the Acquisition Agreements and issues of all Shares contemplated by this Notice is set out in Schedule 2.

2.7 Indicative timetable

An indicative timetable for completion of the Acquisition and the Acquisition Agreements is set out in Schedule 3.

2.8 Additional risk factors

The risk profile of the Projects is similar to that of the Company’s existing assets which has previously been disclosed to Shareholders as the Company would be continuing with mineral exploration and the Projects are prospective for gold. These risks include exploration and operational risks, environmental regulations, native title regulations, commodity price and foreign currency volatility,

The Directors note even where Shareholders approve the Acquisition Resolutions there remains a risk that the Acquisition will not proceed because the Acquisition is subject to the fulfilment of certain conditions. If the conditions precedent summarised in Section 2.1 above are not met, the Acquisition will not complete.

In addition, the Directors have identified the following risks the Company may be exposed to following completion of the Acquisition and the Acquisition Agreements that are in addition to those currently applying:

(a) Contractual risk

On completion of the Acquisition, including the Acquisition Agreements, the Company will not hold 100% in all the tenements comprising the Projects. Some tenements will be the subject of a joint venture.

In order for the Company to be able to achieve its objectives the Company is reliant on the registered holder of the remaining interest in those tenements to comply with its contractual obligations under the joint venture agreement.

Where the other joint venture party fails to comply with its obligations there is a possibility, depending on the nature of the breach, that title to the tenements could be forfeited or fines or other sanctions imposed. It may then be necessary for the Company to approach a court to seek a legal remedy. Legal action can be costly and there can be no guarantee that a legal remedy will be ultimately granted on the appropriate terms. The

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Company has no current reason to believe that the joint venture parties it will be in contracts with on completion of the Acquisition Agreements will not meet and satisfy its obligations under those joint venture agreements.

(b)

Resource estimates

JORC Code compliant resources have been delineated with respect to the Projects. These resources are estimates only. An estimate is an expression of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

(c)

Additional requirements for capital

The Company notes that in order to earn the full 90% on each of the prospects the subject of a Joint Venture Agreement (referred to in Section 2.3) it will need to raise additional funds. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it would be unable to earn the full 90% in each of these prospects.

(d)

Potential for significant dilution

Following completion of the Acquisition and the Acquisition Agreements including the Capital Raising, a significant number of new Shares will be issued. This means that each Share will represent a significantly lower proportion of the ownership of Torian. The dilution will be approximately 290% assuming the maximum amount is raised under the Capital Raising.

(e) General risks

The value of the Company’s securities is affected by a number of general factors which are beyond the control of the Company and its Directors.

Factors such as inflation, currency fluctuation, interest rates, supply and demand and industrial disruption have an impact on operating costs, commodity prices, local and international economic conditions and general investor sentiment.

The Company’s Share price can be afflicted by these factors which are beyond the control of the Directors.

(f)

Investment speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by investors in the Company. The above factors, and others not specifically referred to above may, in the future, materially affect the financial performance of the Company and the value of the Company’s securities.

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2.9 Disclosure of Interests

The directors of the Company each have a beneficial interest in Cascade shares as set out in the table below.

Director	Cascade %

Mr Matthew Sullivan	17.48
Mr Andrew Sparke	17.48
Mr Jason Hou	3.68
Mr Nathan Taylor	3.68
Mr Sunil Dhupelia	3.68
Mr Ian Johns	0
Total	46.0

Further, Matthew Sullivan has an interest as a Vendor, which is the subject of Resolution 6 and outlined in section 8.4.

2.10 Advantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of advantages may be relevant to a Shareholder’s decision on how to vote on the Resolutions:

(a) the Projects are primarily prospective for gold mineralisation which complements the Company’s existing assets;
(b) the Assets comprise projects which are at a more advanced stage of exploration than the Company’s existing assets as evidenced by the Inferred Resource described in Section 2.2;
(c) the Agreement requires the Company to complete a capital raising at $0.20 per Share (on a post-Consolidation basis) to raise up to $2,000,000 which will provide the Company with significant funds for exploration of the Projects;
(d) the potential increase in market capitalisation of the Company following completion of the Acquisition and the Acquisition Agreements and the associated capital raising may lead to increased coverage from investment analysts, access to improved equity capital market opportunities and increased liquidity which are not currently present; and
(e) the appointment of Matthew Sullivan as Managing Director provides the Company with extensive experience and a proven track record within the gold exploration sector.

2.11 Disadvantages of the Acquisition

The Directors are of the view that the following non-exhaustive list of disadvantages may be relevant to a Shareholder’s decision on how to vote on the Resolutions:

(a) Cascade will become the major Shareholder of the Company and have a significant influence over the operations of the Company;
(b) current Shareholders will have their voting power in the Company significantly diluted;

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(c) there is no guarantee that the Inferred Resource estimated for the Projects can be economically extracted; and
(d) current Shareholders will be exposed to the additional risks associated with the Projects as set out in Section 2.8.

2.12 Intentions if Acquisition is not approved

If the Resolutions are not passed and the Acquisition is not completed, the Company will seek alternative investment opportunities which will build Shareholder value.

2.13 Director’s recommendation

The Directors (other than Andrew Sparke and Matthew Sullivan who are nominees and directors of Cascade) do not have any material personal interests in the outcome of the Resolutions and unanimously recommend that Shareholders vote in favour of the Resolutions as they consider the proposed Acquisition and associated issue of Shares under Resolutions 3, 4, 5 and 6 to be in the best interests of Shareholders for the following reasons:

(a) after assessment of the advantages and disadvantages referred to in Sections 2.10 and 2.11 the Directors are of the view that the advantages outweigh the disadvantages; and
(b) the Independent Expert has determined the issue of the Consideration Shares to be fair and reasonable to the non-associated Shareholders.

3. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

3.1 General

Resolution 1 seeks approval from Shareholders for the Acquisition.

As outlined in Section 2.1, the Company has entered into the Agreement to acquire the contractual rights over a number of prospective gold projects located in the Goldfields region of Western Australia from Cascade.

Further details of the contractual rights being acquired, the assets the subject of the contractual rights and the effect of the Acquisition on the Company are set out in Section 2.

3.2 Legal requirements

ASX Listing Rule 11.1 provides that where an entity proposes to make a significant change, either directly or indirectly, to the nature or scale of its activities, it must provide full details to ASX as soon as practicable and comply with the following:

(a) provide to ASX information regarding the change and its effect on future potential earnings, and any information that ASX asks for;
(b) if ASX requires, obtain the approval of holders of its shares and any requirements of ASX in relation to the notice of meeting; and
(c) if ASX requires, meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

ASX has advised the Company that, given the proposed change in the nature and scale of the Company’s activities, it requires the Company to obtain Shareholder

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approval for the change in nature and scale of its activities but it will not be required meet the requirements of Chapters 1 and 2 of the ASX Listing Rules as if the company were applying for admission to the official list of ASX.

4. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

4.1 Background

Resolution 2 seeks Shareholder approval for the Company to undertake a consolidation of its capital ( Consolidation ).

The purpose of the Consolidation is to implement a more appropriate capital structure for the Company going forward.

4.2 Legal requirements

Section 254H(1) of the Corporations Act and clause 10.1(a) of the Constitution provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

The ASX Listing Rules also require that in respect of options, the number of options must be consolidated in the same ratio as the ordinary capital and the exercise price amended in inverse proportion to that ratio.

4.3 Fractional entitlements

Not all Securityholders will hold that number of Shares or Options which can be evenly divided by thirty three.

Any fractional entitlements of Securityholders as a consequence of the Consolidation will be rounded down to the nearest whole Share or Option as the context requires.

4.4 Effect on capital structure

The effect of the Consolidation on the capital structure of the Company, as illustrated in the table set out in Schedule 1, is that each holding of Securities will be reduced by thirty three times its current level (subject to rounding). In addition, the exercise price of the Options will be increased by thirty three times its current level. However, each Securityholder's proportional interest in the Company's capital will remain unchanged as a result of the Consolidation.

4.5 Taxation implications

It is not considered that any taxation implications will exist for Securityholders arising from the Consolidation. However, Securityholders are advised to seek their own tax advice on the effect of the Consolidation and neither the Company, nor the Directors (or the Company’s advisors) accept any responsibility for the individual taxation implications arising from the Consolidation.

4.6 Holding statements and certificates

From the date the Consolidation is approved by Shareholders all holding statements for Shares and Options will cease to have any effect, except as evidence of entitlement to a certain number of Shares or Options as the context requires on a post-Consolidation basis.

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After the Consolidation becomes effective, the Company will arrange, in accordance with the timetable below, for new holding statements for Shares and Options to be issued to Shareholders and Optionholders respectively.

It is the responsibility of each Securityholder to check the number of Shares or Options held prior to disposal or exercise (as the case may be).

4.7 Timetable

If Resolution 2 is passed, the Consolidation will take effect in accordance with the timetable set out in Schedule 3 (as required by Appendix 7A (paragraph 5) of the ASX Listing Rules).

5. RESOLUTION 3 – CAPITAL RAISING

5.1 General

Resolution 3 seeks Shareholder approval for the issue up to 10,000,000 Shares (on a post-Consolidation basis) at an issue price of $0.20 per Share to raise up to $2,000,000 ( Capital Raising ). The minimum subscription of the Capital Raising will be $1,000,000.

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.

The effect of Resolution 3 will be to allow the Company to issue the Shares pursuant to the Capital Raising during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

5.2 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 Capital Raising:

(a) the maximum number of Shares to be issued is 10,000,000 (on a postConsolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the issue price will be $0.20 per Share (on a post-Consolidation basis);
(d) the Shares will be issued to persons who do not require the offer of Shares to be made pursuant to a disclosure document under the Corporations Act. No related party of the Company will participate in the Capital Raising;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares; and
(f) the Company intends to use the funds raised from the Capital Raising for expenses associated with the offer, cash payments under the Acquisition and exploration on the Projects in accordance with the Joint Venture Agreements.

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6. RESOLUTION 4 – TRANSACTION WITH CASCADE RESOURCES LIMITED

6.1 General

Resolution 4 seeks Shareholder approval for the purpose of section 611 (Item 7) of the Corporations Act to allow the Company to issue the Consideration Shares to Cascade in consideration for the Acquisition as well as the acquisition of a relevant interest in the issued voting shares of the Company by Cascade otherwise prohibited by section 606(1) of the Corporations Act by virtue of the issue of the Conversion Shares ( Voting Acquisition ).

Assuming there is no change to Cascade’s relevant interest in Shares prior to the issue of the Consideration Shares or the capital structure of the Company (other than the minimum Capital Raising of $1,000,000) Cascade’s voting power in the Company will increase from 0% up to approximately 50.61% as a result of completion of the Acquisition and the Acquisition Agreements and the associated issues of Shares contemplated by Resolutions 3, 4, 5 and 6 and subject to rounding following the Consolidation. If the maximum Capital Raising was completed and the Shares contemplated by Resolution 7 were issued Cascade’s voting power in the Company would increase to approximately 45.55% subject to rounding following the Consolidation.

Pursuant to ASX Listing Rule 7.2 (Exception 16), shareholder approval pursuant to ASX Listing Rule 7.1 is not required where approval is being obtained pursuant to section 611 (Item 7) of the Corporations Act. Accordingly, if Resolution 4 is passed by the requisite majority, the issue of the Consideration Shares will be made without using the Company’s 15% annual placement capacity and the Company will 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.

The Corporations Act and ASIC Regulatory Guide 74 set out a number of regulatory requirements which must be satisfied. These are summarised below.

6.2 Section 611 (Item 7) of the Corporations Act

(a) Section 606 of the Corporations Act – Statutory Prohibition

Pursuant to section 606(1) of the Corporations Act, a person must not acquire a relevant interest in issued voting shares in a listed company if the person acquiring the interest does so through a transaction in relation to securities entered into by or on behalf of the person and because of the transaction, that person’s or someone else’s voting power in the company increases:

(i) from 20% or below to more than 20%; or
(ii) from a starting point that is above 20% and below 90%,

( Prohibition ).

(b) Voting Power

The voting power of a person in a body corporate is determined in accordance with section 610 of the Corporations Act. The calculation of a person’s voting power in a company involves determining the voting shares in the company in which the person and the person’s associates have a relevant interest.

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(c) Associates

For the purposes of determining voting power under the Corporations Act, subject to specified exclusions, a person ( second person ) is an “associate” of the other person ( first person ) if:

(i) the first person is a body corporate and the second person is:
(A) a body corporate the first person controls;
(B) a body corporate that controls the first person; or
(C) a body corporate that is controlled by an entity that controls the first person;
(ii) the second person has entered or proposes to enter into a relevant agreement with the first person for the purpose of controlling or influencing the composition of the company’s board or the conduct of the company’s affairs; or
(iii) the second person is a person with whom the first person is acting or proposes to act, in concert in relation to the company’s affairs.

An entity controls another entity if it has the capacity to determine the outcome of decisions about that other entity’s financial and operating policies.

A relevant agreement includes an agreement, arrangement or understanding, whether written or oral, formal or informal and whether or not having legal or equitable force.

There are no persons who are associates of Cascade in accordance with this definition.

(d) Relevant Interests

Section 608(1) of the Corporations Act provides that a person has a relevant interest in securities if they:

(i) are the holder of the securities;
(ii) have the power to exercise, or control the exercise of, a right to vote attached to the securities; or
(iii) have power to dispose of, or control the exercise of a power to dispose of, the securities.

It does not matter how remote the relevant interest is or how it arises. If two or more people can jointly exercise one of these powers, each of them is taken to have that power.

In addition, section 608(3) of the Corporations Act provides that a person is deemed to have a “relevant interest” in any securities that a body corporate has if their voting power in that body corporate is above 20% or they control that body corporate.

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6.3 Specific information required by section 611 (Item 7) of the Corporations Act and ASIC Regulatory Guide 74

The following information is required to be provided to Shareholders under the Corporations Act and ASIC Regulatory Guide 74 in respect of obtaining approval for section 611 (Item 7) of the Corporations Act.

(a) Identity of the acquirer and its associates

The acquirer is Cascade.

There are no associates of Cascade for the purposes of determining its voting power under the Corporations Act.

(b)

Changes in voting power

The maximum extent of the increase in voting power in the Company resulting from the issue of the Consideration Shares as well as the voting power resulting from the Voting Acquisition for Cascade is 50.61% (subject to rounding following the Consolidation).

(c)

Reasons for the proposed acquisition

The reason for the issue of the Consideration Shares and the resulting Voting Acquisition is that it is required in order to complete the Acquisition. In the absence of Shareholder approval of Resolution 4, the Acquisition will not proceed.

(d)

Date of proposed acquisition

The issue of the Consideration Shares which will result in the Voting Acquisition will occur on completion of the Acquisition which is intended to be as set out in the timetable in Schedule 3.

(e) Material terms of proposed acquisition

The Consideration Shares to be issued to Cascade which will result in the Voting Acquisition are in consideration for the Acquisition as described in Section 2.

(f) Acquirer’s intentions

Other than as disclosed elsewhere in this Explanatory Statement, as at the date of this Notice the Company understands that Cascade:

(i) has no present intention of making any significant changes to the business of the Company;
(ii) intends to participate in further capital raisings of the Company subject to an assessment by the Cascade board of directors at the time of the capital raising as to the quantum of any such investment;
(iii) has no present intention of making changes regarding the future employment of the present employees of the Company;
(iv) does not intend to redeploy any fixed assets of the Company;

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(v) does not intend to transfer any property between the Company and Cascade; and
(vi) has no intention to change the Company’s existing policies in relation to financial matters or dividends.

These intentions are based on information concerning the Company, its business and the business environment which is known to Cascade at the date of this Notice.

These present intentions may change as new information becomes available, as circumstances change or in the light of all material information, facts and circumstances necessary to assess the operational, commercial, taxation and financial implications of those decisions at the relevant time.

(g)

Proposed change of directors of the Company

Andrew Sparke and Matthew Sullivan have been appointed as directors of the Company.

Andrew Sparke Non-Executive Director

Andrew Sparke has over 10 years Corporate Finance and business experience that includes IPO’s, private placements and secondary market transactions. He has advised a number of ASX listed companies on capital raisings and corporate transactions.

Mr Sparke is a director of a number of public and private companies including Olive Capital Pty Ltd.

Mr Sparke does not expect that his directorships with other companies or other business activities will interfere with his ability to act as a Non-executive Director of the Company.

Matthew Sullivan Managing Director

Matthew Sullivan is an experienced geologist and listed company director with 25 years experience working in the Goldfields of WA. He is one of only 6 geologists in Australia to find more than 3Moz’s twice.

Mr Sullivan’s significant discoveries include Kanowna Belle (6Moz’s), East Kundana (3.5Moz’s), Selene (800Koz’s), Safari Bore (400Koz’s), St Patricks (400Koz’s). He was second in Australian explorer of the year (2010) for the discovery of 500K oz’s in 5 months in Leonora with a total discovery of circa 12Moz’s Au

Mr Sullivan does not expect that his directorships with other companies or other business activities will interfere with his ability to act as a Director.

(h)

Other information

The Directors are not aware of any information other than as set out in this Notice that is material to the decision on how to vote on Resolution 4.

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6.4 Escrow

The Consideration Shares will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than being escrowed for 12 months from the date of issue.

6.5 Advantages of the issue of the Consideration Shares

The Directors are of the view that the non-exhaustive list of advantages set out in Section 2.10 are relevant to a Shareholder’s decision on how to vote on Resolution 4 as well as all other Resolutions.

6.6 Disadvantages of the issue of the Consideration Shares

The Directors are of the view that the non-exhaustive list of disadvantages set out in Section 2.11 are relevant to a Shareholder’s decision on how to vote on Resolution 4 as well as all other Resolutions.

6.7 Recommendations of Directors

The Directors (other than Mr Sullivan and Mr Sparke who are nominees and directors of Cascade) do not have any material personal interests in the outcome of Resolution 4 and unanimously recommend that Shareholders vote in favour of Resolution 4 as they consider the proposed issue of the Consideration Shares to be in the best interests of Shareholders for the following reasons:

(a) after assessment of the advantages and disadvantages referred to in Sections 2.10 and 2.11 the Directors are of the view that the advantages outweigh the disadvantages; and
(b) the Independent Expert has determined the issue of the Consideration Shares to be fair and reasonable to the non-associated Shareholders.

6.8 Independent Expert’s Report

The Independent Expert's Report (a copy of which is attached as Annexure 1 to this Explanatory Statement) sets out a detailed examination of the issue of the Consideration Shares to Cascade to enable non-associated Shareholders to assess the merits and decide whether to approve Resolution 4.

The Independent Expert’s Report concludes that the transactions contemplated by Resolution 4 are fair and reasonable to the non-associated Shareholders.

Shareholders are urged to carefully read the Independent Expert’s Report to understand the scope of the report, the methodology of the valuation and the sources of information and assumptions made.

7. RESOLUTION 5 – ISSUE OF SHARES – UNRELATED PARTY PROJECT VENDOR CONSIDERATION

7.1 General

As noted in Section 2.2, in consideration for the completion of the Acquisition Agreements, the Company will be required to issue 6,450,000 Shares (on a postConsolidation basis) ( Vendor Shares ) to the Vendors (or their nominees).

Resolution 5 seeks Shareholder approval for the issue of 5,100,000 Vendor Shares to the Vendors who are not related parties of the Company (or their nominees). The

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issue of the balance of the Vendor Shares to related parties of the Company (or their nominees) is the subject of Resolution 6.

A summary of ASX Listing Rule 7.1 is set out in Section 5.1.

The effect of Resolution 4 will be to allow the Company to issue the Vendor Shares during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

7.2 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 Resolution 5:

(a) the maximum number of Shares to be issued is 5,100,000 (on a postConsolidation basis);
(b) the Vendor Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the Vendor Shares will be issued for nil cash consideration as they will be issued in satisfaction of the consideration for the completion of the Acquisition Agreements;
(d) the Vendor Shares the subject of Resolution 4 will be issued to the Vendors (or their nominees), who are not related parties of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than being escrowed for 12 months from the date of issue; and
(f) no funds will be raised from the issue of the Vendor Shares as they are being issued in consideration for the completion of the Acquisition Agreements.

8. RESOLUTION 6 – ISSUE OF SHARES – RELATED PARTY PROJECT VENDOR CONSIDERATION

8.1 General

Resolution 5 seeks Shareholder approval for the portion of Vendor Shares to be issued to unrelated party Vendors (or their nominees).

Resolution 6 seeks Shareholder approval for the issue of 1,350,000 Vendor Shares to those Vendors who are related parties of the Company (or their nominees).

8.2 Chapter 2E of the Corporations Act

For a public company, or an entity that the public company controls, to give a financial benefit to a related party of the public company, the public company or entity must:

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(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

Resolution 6 will result in the issue of Shares which constitutes giving a financial benefit and the Vendors specified in Section 8.4(a) are each a related party of the Company due to their relationship with Matthew Sullivan, a Director, as further described in that Section.

The Directors (other than Matthew Sullivan who has a material personal interest in the Resolution) consider that Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of Resolution 6 because the Shares will be issued on the same terms as Shares issued to non-related party Vendors and as such the giving of the financial benefit is on arm’s length terms.

8.3 ASX Listing Rule 10.11

ASX Listing Rule 10.11 also requires shareholder approval to be obtained where an entity issues, or agrees to issue, securities to a related party, or a person whose relationship with the entity or a related party is, in ASX’s opinion, such that approval should be obtained unless an exception in ASX Listing Rule 10.12 applies.

As Resolution 6 involves the issue of Shares to related parties of the Company, Shareholder approval pursuant to ASX Listing Rule 10.11 is required unless an exception applies. It is the view of the Directors that the exceptions set out in ASX Listing Rule 10.12 do not apply in the current circumstances.

8.4 Technical Information required by ASX Listing Rule 10.13

Pursuant to and in accordance with ASX Listing Rule 10.13, the following information is provided in relation to Resolution 6:

(a) the Vendor Shares (on a post-Consolidation basis) will be issued as follows:
(i) 500,000 to James Sullivan, son of Matthew Sullivan, (or his nominee);
(ii) 300,000 to Emma Sullivan, daughter of Matthew Sullivan, (or her nominee);
(iii) 550,000 to Jemda Pty Ltd, an entity controlled by Matthew Sullivan, (or its nominee);
(b) the Vendor Shares will be issued no later than 1 month after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules);
(c) the Vendor Shares will be issued for nil cash consideration as they will be issued in satisfaction of the consideration for the completion of the Acquisition Agreements;
(d) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than being escrowed for 12 months from the date of issue; and

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(e) no funds will be raised from the issue of the Vendor Shares as they are being issued in consideration for the completion of the Acquisition Agreements.

Approval pursuant to ASX Listing Rule 7.1 is not required for Resolution 6 as approval is being obtained under ASX Listing Rule 10.11. Accordingly, the issue of Vendor Shares the subject of Resolution 6 will not be included in the use of the Company’s 15% annual placement capacity pursuant to ASX Listing Rule 7.1.

8.5 ASX Listing Rule 10.1

ASX Listing Rule 10.1 provides that an entity must ensure that neither it, nor any of its child entities, acquires a substantial asset from, or disposes of a substantial asset to, amongst other persons, a substantial holder or one of its associates, without the prior approval of holders of the entity’s ordinary shareholders.

Acquisition by the Company

Subject to assignment of the rights under the Acquisition Agreements from Cascade to the Company and the subsequent completion of the Acquisition Agreements by the Company the Company will be making an acquisition.

Substantial asset

For the purposes of ASX Listing Rule 10.1, an asset is substantial if its value, or the value of the consideration for it is, or in ASX’s opinion is, 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX under the ASX Listing Rules.

The equity interests of the Company as set out in the latest accounts given to ASX under the ASX Listing Rules (being for the half-year ending 30 June 2014) were -$405,334.

As the value of the consideration for those Acquisition Agreements that include related party Vendors is more than 5% of the equity interests of the Company as set out in the latest accounts given to ASX under the ASX Listing Rules, the completion of those Acquisition Agreements will result in the acquisition of a substantial asset.

Related party

As stated in Section 8.4(a) the Vendors the subject of Resolution 6 are related parties of the Company.

Requirement for shareholder approval

As a result of the above conclusions, the completion of those Acquisition Agreements will result in the acquisition of a substantial asset from a related party of the Company and the Company is required to seek Shareholder approval under ASX Listing Rule 10.1.

8.6 Independent Expert’s Report

ASX Listing Rule 10.10.2 requires a notice of meeting containing a resolution under ASX Listing Rule 10.1 to include a report on the transaction from an independent expert.

The Independent Expert's Report set out in Annexure 1 sets out a detailed independent examination of the proposed transaction the subject of Resolution 6 to

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enable non-associated Shareholders to assess the merits and decide whether to approve Resolution 6.

To the extent that it is appropriate, the Independent Expert’s Report sets out further information with respect to the completion of the Acquisition Agreements that are with related parties of the Company and concludes that it is fair and reasonable to the non-associated Shareholders.

Shareholders are urged to carefully read the Independent Expert’s Report to understand its scope, the methodology of the valuation and the sources of information and assumptions made.

The Independent Expert’s Report is available on the Company’s website at http://torianresources.com.au/. The Company will provide a hard copy of the Independent Expert’s Report free of charge if requested.

9. RESOLUTION 7 – ISSUE OF SHARES ON CONVERSION OF DEBT

9.1 General

Resolution 7 seeks Shareholder approval for the issue of 991,080 Shares (on a postConsolidation basis) in consideration for the conversion of debt owed by the Company to Peter Ashcroft and his related entities in the amount of $198,216 ( Debt Conversion ).

A summary of ASX Listing Rule 7.1 is set out in Section 5.1.

The effect of Resolution 7 will be to allow the Company to issue the Shares pursuant to the Debt Conversion during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company’s 15% annual placement capacity.

9.2 Technical information required by ASX Listing Rule 7.1

Pursuant to and in accordance with ASX Listing Rule 7.3, the following information is provided in relation to the Debt Conversion:

(a) the maximum number of Shares to be issued is 991,080 (on a postConsolidation basis);
(b) the Shares will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the ASX Listing Rules) and it is intended that issue of the Shares will occur on the same date;
(c) the deemed issue price will be $0.20 per Share (on a post-Consolidation basis);
(d) the Shares will be issued to Peter Ashcroft (or his nominees), who is not a related party of the Company;
(e) the Shares issued will be fully paid ordinary shares in the capital of the Company issued on the same terms and conditions as the Company’s existing Shares other than voluntary escrow in accordance with the terms of the deed of settlement entered into in relation to the Debt Conversion; and

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(f) no funds will be raised from the Placement as the Shares are being issued in consideration for the conversion of debt owed by the Company to Peter Ashcroft and his related entities in the amount of $198,216.

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GLOSSARY

$ means Australian dollars.

Acquisition means the acquisition by the Company of contractual rights to acquire a number of prospective gold projects located in the Goldfields region of Western Australia from Cascade.

Acquisition Agreements means the agreements between Cascade and the Vendors which are to be assigned to the Company pursuant to the Acquisition.

Acquisition Resolutions means Resolutions 1 – 6.

Agreement means the agreement between the Company and Cascade in relation to the Acquisition as described in Section 2.1.

ASIC means the Australian Securities & Investments Commission.

ASX means ASX Limited (ACN 008 624 691) or the financial market operated by ASX Limited, as the context requires.

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.

Cascade means Cascade Resources Limited (ACN 128 744 178).

Capital Raising means the capital raising required as a condition precedent to the Acquisition being the subject of Resolution 3.

Consolidation means the consolidation of the Company’s issued capital being the subject of Resolution 2.

Consideration Shares means the Shares to be issued pursuant to Resolution 4.

Chair means the chair of the Meeting.

Company means Torian Resources Limited (ACN 002 261 565).

Constitution means the Company’s constitution.

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.

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

Independent Expert means RSM Bird Cameron Corporate Pty Ltd.

Independent Expert’s Report means the report prepared by the Independent Expert and annexed to this Notice as Annexure 1.

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

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Projects means the projects the subject of the Acquisition Agreements and as described in Section 2.2.

Proxy Form means the proxy form accompanying the Notice.

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

Section means a section of the Explanatory Statement.

Securities means a Share or an Option or both as the context requires.

Securityholder means a holder of a Security.

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

Shareholder means a registered holder of a Share.

Vendors means the vendors under the Acquisition Agreements.

Vendor Shares means the Shares to be issued pursuant to Resolution 5.

Voting Acquisition means the acquisition of a relevant interest in Shares resulting from the issue of the Consideration Shares which, without the approval of Resolution 4, would otherwise be prohibited by Section 606(1) of the Corporations Act.

WST means Western Standard Time as observed in Perth, Western Australia.

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SCHEDULE 1 – PRO-FORMA CAPITAL STRUCT URE

Shares	Pre- Consolidation	Post- Consolidation

Shares on issue as at the date of this Notice (subject to rounding for the Consolidation)
	500,332,464	15,161,589

Shares issued pursuant to Resolution 3	-	10,000,000
Shares issued pursuant to Resolution 4	-	27,272,727
Shares issued pursuant to Resolution 5	-	5,100,000
Shares issued pursuant to Resolution 6	-	1,350,000
Shares issued pursuant to Resolution 7	-	991,080
Total Shares on issue on completion of the Acquisition and completion of the Acquisition Agreements
	-	59,875,396

Options1	Pre- Consolidation	Post- Consolidation

Unquoted exercisable at $0.046 each on or before 29 December 2015 (pre-Consolidation) / Unquoted exercisable at $1.518 each on or before 29 December 2015 (post-Consolidation)
	10,000,000	303,031

Unquoted exercisable at $0.24 each on or before 31 December 2015 (pre-Consolidation) / Unquoted exercisable at $7.92 each on or before 31 December 2015 (post-Consolidation)
	5,025,000	152,273

Unquoted exercisable at $0.26 each on or before 31 December 2015 (pre-Consolidation) / Unquoted exercisable at $8.58 each on or before 31 December 2015 (post-Consolidation)
	5,025,000	152,273

Options issued pursuant to the Resolutions	-	Nil
Total Options on issue on completion of the Acquisition and completion of the Acquisition Agreements
	-	607,577

Notice of Meeting (Chapter 11 - approval only) 21 01 15 (clean)

SCHEDULE 2 – PRO FORMA BALANCE SHEET AS AT 30 JUNE 2014

The unaudited pro-forma Balance Sheet has been prepared to provide information on the assets and liabilities of the Company and pro-forma assets and liabilities of the Company as noted below. The historical and pro-forma financial information is presented in an abbreviated form, insofar as it does not include all of the disclosures required by Australian Accounting Standards applicable to annual financial statements.

Balance Sheet and Pro Forma Balance Sheet as at 30 June 2014

	Audited Balance Sheet Pro Forma Adjustments Note Unaudited 30-Jun-14 Pro Forma Balance Sheet 30-Jun-14 93,549 1,616,042 1 1,709,591 23,299 - 23,299 116,849 1,616,042 - 1,732,890 1,429 - 1,429 12,859 - 12,859 - 6,744,545 2 6,744,545 14,288 6,744,545 6,758,833 131,137 8,360,587 8,491,723 229,297 (100,000) 3 129,297 307,174 (307,174) 4 - 536,470 (407,174) - 129,297 536,470 (407,174) 129,297 (405,334) 8,767,761 8,362,427 55,725,782 8,553,761 5 64,279,543 1,995,700 - 1,995,700 (58,126,816) 214,000 6 (57,912,816) (405,334) 8,767,761 8,362,427

ASSETS
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 assets

TOTAL NON-CURRENT ASSETS

TOTAL ASSETS


LIABILITIES
CURRENT LIABILITIES

Trade and other payables

Financial liabilities

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES



NET ASSETS


EQUITY

Issued capital

Reserves

Accumulated losses

TOTAL EQUITY

Pro Forma Adjustment Notes:

Recognition of net cash below adjustments and inclusive of cash raised of $1.72 million ($2 million net of costs of raising share capital). Additional funds of $300,000 anticipated to be recovered by way of tenement sales and recoupment of

Notice of Meeting (Chapter 11 - approval only) 21 01 15 (clean)

rehabilitation bonds (see note 6). Reductions in cash relate to $295,000 vendor payments and reductions to repay loans (see Note 4);

Exploration assets purchased by way of issue of shares to purchase contractual rights owned by Cascade, and cash and share issues to exercise the options, which are all costs associated with acquiring the underlying tenements;
Net $100,000 accrued liability reduction as a result of prior scrip issues which will discharge part of accrued Directors fees and rental owed to related parties;
Reduction of loans payable to related and third parties on the following basis:
a. $20,000 interest payable to ROC Salt Limited discharged by cash;
b. $198,216 payable to former Director Mr Peter Ashcroft/his related entities discharged by share issue;
c. $88,958 loan payable inclusive of interest to be repaid in cash;
Issue of capital to reflect the acquisition and exercise of contractual rights in addition to all agreed conversions of debt or trade payables;
Reduction in carried forward losses to account for receipt of an estimated $214,000 in rehabilitation bonds on transfer/surrender of tenements ($300,000 less Acquisition Costs of $86,000). Note that in prior audited financial statements auditors recommended the write off of these bonds and they were impaired however the company has a track record of recovering these bonds and they are highly likely to be received. On receipt the impairment will be reversed and will result in a net favourable reduction in carried forward losses.

Notice of Meeting (Chapter 11 - approval only) 21 01 15 (clean)

SCHEDULE 3 – TIMETABLES

Acquisition

Event	Date
ASX announcement of revised Acquisition	10 December 2014
Due diligence	Early January 2015
Notice of meeting sent to Shareholders	23 January 2015
Shareholder meeting	27 February 2015
Complete capital raising	March 2015
Satisfaction (or waiver) of other conditions precedent to Acquisition	March 2015
Completion of Acquisition and the Acquisition Agreements	March 2015

Consolidation

Event	Date
Shareholder approval of Consolidation	27 February 2015
ASX advised that Shareholders have approved Consolidation	27 February 2015
Last day for trading in pre-Consolidation Securities	2 March 2015
Trading in post-Consolidation Securities on a deferred settlement basis commences
	3 March 2015

Last day for the Company to register transfers on a pre-Consolidation basis
	5 March 2015

First day for the Company to register Securities on a post-Consolidation basis and first day for issue of holding statements
	6 March 2015

Issue date. Deferred settlement market ends. Last day for the Company to send notice to each Securityholder Last day for Securities to be entered into the Securityholders holdings
	13 March 2015

Normal trading in post-Consolidation Securities commences	16 March 2015

Notice of Meeting (Chapter 11 - approval only) 21 01 15 (clean)

ANNEXURE 1 – INDEPENDENT EXPERT’S REPORT

Notice of Meeting (Chapter 11 - approval only) 21 01 15 (clean)

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RSM Bird Cameron Corporate Pty Ltd Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 2 9233 8933 F +61 2 9233 8521 www.rsmi.com.au

Torian Resources Limited Financial Services Guide and Independent Experts Report 20 January 2015 RSM Bird Cameron Major Offices in: RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Corporate Pty Ltd Perth, Sydney, Cameron is an independent member firm of RSM International, an affiliation of independent accounting and ABN 82 050 508 024 Melbourne, consulting firms. RSM International is the name given to a network of independent accounting and consulting AFS Licence No 255847 Adelaide and firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate Canberra legal entity. The proposed transaction is fair and reasonable to the non-associated shareholders

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Financial Services Guide

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RSM Bird Cameron Corporate Pty Ltd

Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001 T +61 2 9233 8933 F +61 2 9233 8521 www.rsmi.com.au

20 January 2015

The Independent Directors Torian Resources Limited 12/263 Alfred Street NORTH SYDNEY NSW 2060

Dear Independent Directors

Independent Expert’s Report (IER or the report)

Introduction

On 10 June 2014, Torian Resources Limited (Torian or the Company) announced that the Company had entered into a conditional agreement with Cascade Resources Limited (Cascade) to acquire certain contractual rights held by Cascade in relation to a number of prospective gold projects located in Western Australia.

On 10 December 2014, Torian announced that conditional agreement had been varied as agreements could not be settled with the vendors of certain project rights in relation to two of the projects in a reasonable timeframe (the Agreement). The Agreement is now in relation to rights over the Mt Stirling and Malcolm projects only (the Project Rights).

In consideration for the Project Rights, Torian has agreed to issue Cascade with 27,272,727 shares (on a post consolidation basis) in the Company and to undertake certain transactions to allow exercise of the Project Rights (the Proposed Transaction).

Under the terms of the Proposed Transaction, the Project Rights are exercisable by Torian on issue of a further 6,450,000 shares (on a post consolidation basis) and payment of $295,000 to the vendors of the Project Rights.

Further detail in relation to the Proposed Transaction, including relevant conditions precedent, is summarised below and included in more detail in the Notice of Meeting and Explanatory Statement (NoM) and related shareholder documentation to which this IER is appended.

RSM Bird Cameron Corporate Pty Ltd (RSMBCC) has been engaged by the independent directors of Torian to prepare an IER which includes an opinion as to whether, in RSMBCC’s view, the Proposed Transaction is fair and reasonable to the shareholders of Torian which are not associated with Cascade (the non-associated shareholders).

Readers of this report should read the shareholder documentation and other accompanying and related documents in full.

All currency amounts in this report are denominated in Australian dollars unless otherwise stated.

Parties to the Proposed Transaction

Torian

Torian is based in Sydney and listed on the Australian Securities Exchange (ASX). Torian has historically engaged in exploration and evaluation of mineral interests in Australia and overseas.

As at the date of this report, the Company’s interests included two tenements in Madagascar and a tenement in New South Wales (NSW).

Specifically, Torian is party to a production sharing joint venture (JV) to mine gold and gemstones from two tenements in Madagascar. The JV was in a care and maintenance program as at the date of this report.

Torian also holds a tenement in Copeton, NSW which we understand has tin and diamond prospects. The Directors have advised that no exploration is being undertaken on this tenement and that Torian is seeking to dispose of this Copeton tenement.

Further detail in relation to Torian’s current exploration interests is included at Section 3 below.

RSM Bird Cameron Major Offices in: RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the Directors of RSM Bird Cameron. RSM Bird Corporate Pty Ltd Perth, Sydney, Cameron is an independent member firm of RSM International, an affiliation of independent accounting and ABN 82 050 508 024 Melbourne, consulting firms. RSM International is the name given to a network of independent accounting and consulting AFS Licence No 255847 Adelaide and firms each of which practices in its own right. RSM International does not exist in any jurisdiction as a separate Canberra legal entity.

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Cascade

Cascade is a West Perth based unlisted public company which holds contractual rights to acquire controlling interests in the following prospective gold projects located in the Leonora region of Western Australia:

Zuleika Project;
Mt Stirling Project;
Kanowna South Project; and
Malcolm Project

According to Cascade, its projects cover a total land area of 183 square kilometres and have an inferred JORC resource of approximately 37,447 ounces. We note that the Project Rights which are subject to the Proposed Transaction relate to the Mt Stirling and Malcolm Projects only (the Projects).

Further information in relation to the Projects is included at Section 4 below, the report by Darlington Geological Services Pty Limited (Darlington) attached as Appendix 4 to this IER and the NoM.

Summary of the Proposed Transaction

The Proposed Transaction will be executed in a number of steps, each of which are interdependent or are conditional upon each other. Certain of the steps are included as interdependent resolutions in the NoM and others are conditions precedent to the Agreement.

The form of the Proposed Transaction is set out in detail in NoM and is summarised below. In the first instance, Torian will seek shareholder approval for:

a change the nature and scale of activities to allow the activities described in the NoM – Resolution 1
to undertake a consolidation of capital at a ratio of 33:1 for all shares and options on issue - Resolution 2;
a capital raising of up to $2.0 million through the issue of up to 10,000,000 shares (on a post consolidation basis) at $0.20 on the terms & conditions set out in the NoM. The minimum capital raising to be subscribed for is $1.0 million ( the Capital Raising) – Resolution 3;
the issue of 27,272,727 shares to Cascade upon completion of the acquisition - Resolution 4;
the issue of 5,100,000 shares (the Vendor Shares) to certain unrelated parties to allow exercise of the Project Rights – Resolution 5; and
the issue of 1,350,000 shares (the Related Party Vendor Shares) to certain related parties to allow exercise of the Project Rights – Resolution 6

We note Resolutions 1 to 6 (the Acquisition Resolutions) are interdependent and should any single resolution not be approved by the shareholders who are eligible to vote, none of them will take effect and the Agreement and other transactions contemplated to ensure acquisition of the Projects will not complete.

According to the NoM, in addition to the above matters, the following conditions precedent exist in relation to completion of the Proposed Acquisition:

Torian and Cascade completing due diligence upon each other to their absolute satisfaction. (On 26 September 2014, Torian announced it had received confirmation from Cascade that had completed satisfactory due diligence of Torian);
completion of the consolidation of capital (see Resolution 2);
completion of the Capital Raising (see Resolution 3);
Torian and Cascade receiving all necessary shareholder and regulatory approvals to complete the acquisition.

Further, to exercise the Project Rights and complete the acquisition of the Projects Torian is required to:

issue 5,100,000 shares to the unrelated Project vendors and 1,350,000 shares to the related party Project vendors (see Resolutions 5 and 6); and
pay $295,000 to the vendors of the Projects (the Vendor Cash). According to the NoM, it is intended that certain funds raised under the Capital Raising will be used as the Vendor Cash.

For the purpose of our analysis, and due to the interdependence of the Acquisition Resolutions, the conditions precedent and other transactions required to complete the acquisition of the Projects, we have elected to consider all steps as a single transaction. In other words, our analysis has been undertaken on the basis that Torian will complete the entire transaction and take ownership (and the risks and benefits) of the projects, or the acquisition will not complete.

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For completeness, we note Torian is also seeking approval to issue a maximum of 991,080 shares (at $0.20 per share) as consideration for the conversion of debt owed by the Company to Mr Peter Ashcroft and his related entities (Resolution 7). The issue of shares to Mr Ashcroft is not inter-conditional with the Acquisition Resolutions 1 to 6 and not considered further in our opinion of the Proposed Transactions.

Should the Proposed Transaction be approved by the non-associated shareholders, it would, prima facie, increase Cascade’s shareholding in Torian from nil to approximately 46.3% assuming the Capital Raising is completed at $2.0 million and 10 million new shares are issued. To the extent that less that 10 million new shares are issued under the Capital Raising, Cascade’s relative shareholding will increase.

Further details of the Proposed Transaction are included in the NoM to which this IER is appended.

Requirement for this IER

Corporations Act 2001

Section 606(1) of the Corporations Act 2001 (the Act) provides that, subject to limited specified exemptions, a person must not acquire a “relevant interest” in issued voting shares in a public company, if as a result of the acquisition any person’s voting power in the company would increase from 20% or below to more than 20%.

As mentioned above, should the relevant Resolutions be approved (by the non-associated shareholders) to allow completion of the Proposed Transaction, prima facie, Cascade’s shareholding in Torian will increase from nil to approximately 46.3%.

Accordingly, completion of the Proposed Transaction will result in Cascade increasing its relevant interest in Torian to above 20%, hence prima-facie breaching Section 606(1) of the Act in the absence of an applicable exception.

Section 611, Item 7 allows a party (and its affiliates) to acquire a relevant interest in shares that would otherwise be prohibited under Section 606(1) of the Act if the proposed acquisition is approved in advance by a resolution passed at a General Meeting of the Company and:

(i) no votes are cast in favour of the resolution by the proposed acquirers or respective associates; and
(ii) there was full disclosure of all information that was known to the persons proposed to make the acquisition or their associates or known to the Company that was material to a decision on how to vote on the resolution.

Section 611 states that shareholders must be given all information that is material to the decision on how to vote at the meeting.

We note Resolution 4 is specific to the issue of shares to Cascade, however, due to the interdependence of the Acquisition Resolutions, for the purpose of our analysis we have considered the Proposed Transaction in its entirety when forming our opinion.

ASX listing rules

Chapter 10 of the ASX Listing Rules contains certain provisions in relation to transactions between a company and "persons in a position of influence".

Listing Rule 10.1 provides that a company must not acquire a "substantial asset" from a "related party entity" without the approval of holders of ordinary securities.

Torian is seeking to acquire the Projects from certain Related Party Vendors:

Jemda Pty Ltd (an entity controlled by Mr Matthew Sullivan)
Mr James Sullivan (son of Mr Matthew Sullivan); and
Ms Emma Sullivan (daughter of Mr Matthew Sullivan).

For the purposes of Listing Rule 10.1, and due to their relationship with Mr Matthew Sullivan (a Director of Torian), the Related Party Vendors are “related party entities” of Torian.

An asset is deemed “substantial” for the purposes of Listing Rule 10.1 if its value, or the value of the consideration paid or given for it is, or in ASX's opinion is, 5% or more of the equity interests of the entity as set out in the latest accounts given to ASX.

Based on the valuation of the Projects prepared by Darlington (refer Section 8 and Appendix 4 to this IER), the projects to be acquired from Mr James Sullivan, Ms Emma Sullivan and Jemda Pty Ltd will constitute a substantial asset, shareholder approval is required in order for the acquisition to proceed. Accordingly, Torian is now seeking approval for the Proposed Transaction from the shareholders eligible to vote on the resolution, i.e. the non-associated shareholders.

Listing Rule 10.10.2 requires a report on the Proposed Transaction from an independent expert be included in the information sent to shareholders regarding the related party transaction.

The report must state the expert’s opinion as to whether the Proposed Transaction is fair and reasonable to holders of the entity’s ordinary securities whose votes are not to be disregarded.

We note Resolution 5 is specific to the issue of shares to the Related Party Vendors, however for the reasons described above, we have considered the Proposed Transaction in its entirety when forming our opinion.

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Basis of evaluation

In determining whether the Proposed Transaction is ‘fair’ and ‘reasonable’ to the relevant non-associated shareholders we have given regard to the views expressed by the Australian Securities and Investment Commission (ASIC) in Regulatory Guide 111 – Content of Experts Reports (RG 111).

As mentioned above, completion of the Proposed Transaction is conditional upon a number of interdependent Acquisition Resolutions, conditions precedent and related transactions. Accordingly, Torian will not be in position to complete the Proposed Transaction and acquire the Projects if any of Resolutions 1to 6 do not receive shareholder approval (including those not subject to the requirement for this IER).

In these circumstances we consider the non-associated shareholders are best served through the rendering of a single opinion in relation to the Proposed Transaction in its entirety. In doing so we recognise the non-associated shareholders in respect of Resolution 4 and Resolution 5 may not be the same shareholders.

Opinion

In our opinion, and for the reasons set out in the balance of this report (as summarised below), the Proposed Transaction is fair and reasonable to the non-associated shareholders .

Fairness

In order to assess the fairness of the Proposed Transaction, we have valued a share in Torian prior to, and immediately after, the Proposed Transaction to determine whether a non-associated shareholder would be better or worse off should the Proposed Transaction be approved.

The Proposed Transaction will be fair when the value of a Torian share post the Proposed Transaction is equal to or greater than the value of a Torian share pre the Proposed Transaction.

Our assessed values are summarised in the table below.

Fairness evaluation	Low	High
Value of a Torian share pre the Proposed Transaction (control basis)	$0.019	$0.019
Value of a Torian share post Proposed Transaction (minority basis, min. Capital Raising)	$0.021	$0.063
Value of a Torian share post Proposed Transaction (minority basis, max. Capital Raising)	$0.038	$0.076

Source: RSMBCC analysis

In our opinion, the Proposed Transaction is fair to the non-associated shareholders as the value of a Torian share (on a minority basis) post the Proposed Transaction under both the minimum and maximum capital raising scenario’s exceeds the value of a Torian share (on a control basis) prior to the Proposed Transaction.

Reasonableness

As the Proposed Transaction is fair, according to RG 111 it must be reasonable.

In completing our analysis as to whether the Proposed Transaction is reasonable for the non-associated shareholders, we have

also considered:

the future prospects of Torian if the Proposed Transaction does not proceed; and
any other commercial advantages and disadvantages to the non-associated shareholders as a consequence of the Proposed Transaction proceeding.

Future prospects of Torian if the Proposed Transaction does not proceed

The Directors of Torian have stated that should the Proposed Transaction not proceed they will seek alternative investment opportunities to build shareholder value.

If the Proposed Transaction does not proceed, to the extent that the Directors of Torian are not immediately able to source appropriate alternative investment opportunities, the Directors have advised Torian would remain non-operational in the near term and continue to incur compliance and administrative costs.

We note Torian’s reviewed financial statements for the half-year ended 30 June 2014 state that should the Company be unsuccessful in the capital raising or otherwise generating cash inflows, there is significant uncertainty as to whether the Company will continue as a going concern.

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Commercial advantages of the Proposed Transaction

In our opinion, key advantages to the non-associated shareholders in approving the Proposed Transaction are:

the Proposed Transaction is fair;
the projects are at a more advanced stage of exploration than the Company’s existing assets as indicated by the inferred JORC resource identification noted in the Darlington report;
the proposed capital raising is intended to occur at $0.20 per new share issued. Should the company continue to trade at or around the issue price after any re-quotation of the Torian shares on the ASX, the holdings of the non-associated shareholders will have a value in excess of the last (pre-announcement) trade on the ASX and our assessed (pre transaction) value of Torian of $0.019 per share;
the additional working capital from the proposed capital raising may allow Torian to increase shareholder value through the opportunity to participate in the future exploration and development opportunities, and any potential commercial upside in relation to ownership of the projects;
the non-associated shareholders will have an opportunity to gain exposure to investment in prospective gold projects in the Goldfields region of WA. We note, however, such investments may be available in other forms should such exposure be sought by the non-associated Torian shareholders;
a possible improvement in the liquidity of Torian shares if the approval of the Proposed Transaction creates increased interest in the Company and hence a more efficient market for shareholders to dispose of their shareholdings; and
the appointment of Mr Matthew Sullivan as Managing Director (previously Director) will provide Torian with exposure to Mr Sullivan’s operational experience in the gold exploration sector.

Commercial disadvantages of the Proposed Transaction

In our opinion, key disadvantages to the non-associated shareholders in approving the Proposed Transaction are:

the existing Torian shareholders will be significantly diluted immediately upon completion of the Proposed Transaction (from 100% to 25.7% assuming the Capital Raising is completed at $2.0 million);
there is no certainty that the inferred JORC resource estimated for the projects can be economically extracted;
the non-associated shareholders may be exposed to additional risks from completion of the acquisition of the projects including contractual risk in relation to some tenements which are subject to joint venture (JV) agreements, and the potential for resource estimates to prove inaccurate; and
the business model being proposed by the Torian directors may not fit with the risk profile of the existing shareholders.

The Directors have also identified certain risks should the Proposed Transaction and acquisition proceed or not proceed which are included in the relevant section of the NoM.

After consideration of the above matters we consider, on balance, the Proposed Transaction is reasonable to the nonassociated shareholders.

Further, in our opinion, should the Proposed Transaction proceed, the above disadvantages would not place the non-associated shareholders in a worse position than if the Proposed Transaction did not proceed.

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Other matters

Our opinion is based solely on information available as at the date of this report.

RSMBCC’s report has been prepared in accordance with the relevant provisions of the Act and other applicable Australian regulatory requirements. Our report has been prepared solely for the purpose of assisting the non-associated shareholders in considering the Proposed Transaction. RSMBCC does not assume any responsibility or liability to any other party as a result of reliance on this report for any other purpose.

Our advice does not consider the financial situation, objectives or needs of individual non-associated shareholders. The ultimate decision whether to approve the relevant resolutions should be based on each non-associated shareholders’ assessment of their circumstances, including their risk profile, liquidity preference, tax position, and expectations as to value and future market conditions.

If in doubt about the Proposed Transaction or matters dealt with in this IER, shareholders should seek independent professional advice.

No part of this report, including its attachments or any reference to this report may be included in or attached to any document, other than the shareholder documentation to be sent to Torian shareholders in relation to the Proposed Transaction, without the prior written consent of RSMBCC.

RSMBCC’s opinion should be considered in conjunction with the information set out in the remainder of this report, the appendices and the NoM.

Yours faithfully

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Ian Douglas Director

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Andrew Gilmour Director

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Table of Contents	Table of Contents
Financial Services Guide ................................................................................................................................. 2
1.	The Proposed Transaction ....................................................................................................................11
2.	Purpose and scope of this report .........................................................................................................12
3.	Profile of Torian ......................................................................................................................................14
4.	Profile of the projects ............................................................................................................................20
5.	Gold ore mining industry ......................................................................................................................21
6.	Valuation approach ................................................................................................................................23
7.	Valuation of Torian pre the Proposed Transaction ............................................................................25
8.	Valuation of Torian post the Proposed Transaction ..........................................................................28
9.	Summary of assessment .......................................................................................................................30
Appendix 1 - Declarations and disclaimers
Appendix 2 - Glossary
Appendix 3 - Sources of information
Appendix 4 - Report by Darlington Geological Services Pty Ltd

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1. The Proposed Transaction

The form of the Proposed Transaction is set out in detail in NoM and is summarised below. In the first instance, Torian will seek

shareholder approval for:

a change the nature and scale of activities to allow the activities described in the NoM – Resolution 1
to undertake a consolidation of capital at a ratio of 33:1for all shares and options on issue - Resolution 2;
a capital raising of up to $2.0 million (minimum $1.0 million) through the issue of up to 10,000,000 shares (on a post consolidation basis) at $0.20 on the terms & conditions set out in the NoM – Resolution 3;
the issue of 27,272,727 shares to Cascade upon completion of the acquisition - Resolution 4;
the issue of 5,100,000 shares to certain unrelated parties to allow exercise of the Project Rights – Resolution 5; and
the issue of 1,350,000 shares to certain related parties to allow exercise of the Project Rights – Resolution 6

We note the Acquisition Resolutions are interdependent and should any single resolution not be approved by the shareholders who are eligible to vote, none of them will take effect and the Agreement and other transactions contemplated to ensure acquisition of the Projects will not complete.

According to the NoM, in addition to the above matters, the following conditions precedent exist in relation to completion of the Proposed Acquisition:

Torian and Cascade completing due diligence upon each other to their absolute satisfaction. (On 26 September 2014, Torian announced it had received confirmation from Cascade that had completed satisfactory due diligence of Torian);
completion of the consolidation of capital (see Resolution 2);
completion of the Capital Raising (see Resolution 3);
Torian and Cascade receiving all necessary shareholder and regulatory approvals to complete the acquisition.

Further, to exercise the Project Rights and complete the acquisition of the Projects, Torian is required to:

issue 5,100,000 shares to the unrelated Project vendors and 1,350,000 shares to the related party Project vendors (see Resolutions 5 and 6); and
pay $295,000 to the vendors of the Projects. According to the NoM, it is intended that certain funds raised under the Capital Raising will be used as the Vendor Cash.

In the table below we have summarised the impact of the Proposed Transaction on Torian share capital. For illustrative purposes, we have included the Cascade shareholding based on the completion of the Capital Raising of $2.0 million.

Shareholders	Shares outstanding pre the proposed transaction New Torian shares Shares outstanding after the transaction % of Torian
Existing Torian shareholders (post consolidation) Cascade Other shareholders1 Total	15,161,590 - 15,161,590 25.7% - 27,272,727 27,272,727 46.3% - 16,450,000 16,450,000 28.0%
	15,161,590 43,722,727 58,884,317 100.0%

Source: Torian

Notes: 1. Other shareholders include shares issued to Project vendors and under the Capital Raising.

We note that the Proposed Transaction will, prima facie, increase Cascade’s shareholding in Torian from nil to 46.3%. The existing shareholders in Torian will be diluted from 100% to around 25.7% of the Company and the total holding of non-Cascade shareholders will represent 53.7% of the ordinary shares in the Company. Should the Company raise the minimum amount under the Capital Raising ($1.0 million), existing shareholders will be diluted to 28.1% and non-Cascade shareholders will hold 49.4%.

Relevant details in relation to Torian, Cascade, the Projects and the Proposed Transaction are included in the shareholder documentation sent to Torian shareholders to which this IER is appended. Torian shareholders should refer to these documents for a detailed description of the Proposed Transaction and the other resolutions being put to shareholders.

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2. Purpose and scope of this report

Corporations Act 2001

Section 606(1) of the Act provides that, subject to limited specified exemptions, a person must not acquire a “relevant interest” in issued voting shares in a public company, if as a result of the acquisition any person’s voting power in the company would increase from 20% or below to more than 20%.

(i) no votes are cast in favour of the resolution by the proposed acquirers or respective associates; and
(ii) there was full disclosure of all information that was known to the persons proposed to make the acquisition or their associates or known to the Company that was material to a decision on how to vote on the resolution.

Section 611 states that shareholders must be given all information that is material to the decision on how to vote at the meeting.

Listing Rule 10.1

Chapter 10 of the ASX Listing Rules contains certain provisions in relation to transactions between a company and "persons in a position of influence".

Listing Rule 10.1 provides that a company must not acquire a "substantial asset" from a "related party entity" without the approval of holders of ordinary securities.

Torian is seeking to acquire the Projects from certain Related Party Vendors:

Jemda Pty Ltd (an entity controlled by Mr Matthew Sullivan)
Mr James Sullivan (son of Mr Matthew Sullivan); and
Ms Emma Sullivan (daughter of Mr Matthew Sullivan).

For the purposes of Listing Rule 10.1, and due to their relationship with Mr Matthew Sullivan (a Director of Torian), the Related Party Vendors are “related party entities” of Torian.

Based on the valuation of the projects prepared by Darlington, the projects to be acquired from Mr James Sullivan, Ms Emma Sullivan and Jemda Pty Ltd will constitute a substantial asset, shareholder approval is required in order for the acquisition to proceed. Accordingly, Torian is now seeking approval for the Proposed Transaction from the shareholders eligible to vote on the resolution, i.e. the non-associated shareholders.

Listing Rule 10.10.2 requires a report on the Proposed Transaction from an independent expert be included in the information sent to shareholders regarding the related party transaction.

The report must state the expert’s opinion as to whether the Proposed Transaction is fair and reasonable to holders of the entity’s ordinary securities whose votes are not to be disregarded.

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RG 111 – Content of Experts Reports

RG 111 provides ASIC’s views on how an expert can help security holders make informed decisions about transactions. Specifically it gives guidance to experts on how to evaluate whether or not a Proposed Transaction is ‘fair’ and ‘reasonable’.

RG 111 states that the expert report should focus on:
the issues facing the security holders for whom the report is being prepared; and
the substance of the transaction rather than the legal mechanism used to achieve it.

Furthermore RG 111 states that in relation to related party transactions the expert’s assessment of fair and reasonable should not be applied on a composite test - that is there should be a separate assessment of whether the transaction is “fair and reasonable” as in a control transaction.

Consistent with the guidelines in RG 111, in determining whether the Proposed Transaction is ‘fair’ and reasonable’ to the nonassociated shareholders, the analysis undertaken is as follows:

a comparison of the fair value of an ordinary share in Torian prior to and immediately following the Proposed Transaction, being the ‘consideration’ for non-associated shareholders – fairness; and
a review of other significant factors which non-associated shareholders might consider prior to approving or voting against the Proposed Transaction – reasonableness.

In particular, we have considered the advantages and disadvantages of the Proposed Transaction in the event that the Proposed Transaction proceeds or does not proceed including:

the future prospects of the company if the Proposed Transaction does not proceed; and
any other commercial advantages and disadvantages to the non-associated shareholders as a consequence of the Proposed Transaction proceeding.

RG 111.63 states that, generally an expert need only conduct one analysis of whether the transaction is fair and reasonable, even if the report has been prepared for a reason other than the transaction being a related party (e.g. if item 7 s611 approval is also required).

Basis of evaluation

In determining whether the Proposed Transaction is ‘fair’ and ‘reasonable’ to the non-associated shareholders we have given regard to the views expressed by the ASIC in RG 111.

As mentioned above, completion of the Proposed Transaction is conditional upon a number of interdependent Acquisition Resolutions, conditions precedent and related transactions.

Accordingly, Torian will not be able to complete the Proposed Transaction and acquire the projects if any of the Acquisition Resolutions do not receive shareholder approval (including those not subject to the requirement for this IER).

In these circumstances we consider the non-associated shareholders are best served through the rendering of a single opinion in relation to the entire Proposed Transaction and subsequent acquisition of the projects. In doing so we recognise the nonassociated shareholders in respect of Resolution 4 and Resolution 5 may not be the same shareholders.

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3. Profile of Torian

History and operations

Torian is a Sydney based public company which is listed on the ASX and which has historically engaged in exploration and evaluation of mineral interests in Australia and overseas.

As at the date of this report, the Company’s interests included two tenements in Madagascar and a tenement in NSW – summary details of the tenements are included in the table below.

Location	Tenement	Details
Vatovorona,	EL 35571,	In 2010, Torian (then named Cluff Resources Pacific NL) entered into a JV with Varun Madagascar,
Madagascar	EL 39110	a division of Varun Industries Limited. The purpose of the JV was to mine gold, platinum and
		gemstones from two tenements in Vatovorona, Madagascar. The JV agreement provides for a
		production share of all minerals and metals produced on the tenements of 35% to Torian, and 65%
		to Varun Industries Limited.
		Drilling at the tenements was suspended in the June quarter of 2012. The projects were then put on
		a care and maintenance program1in the following quarter. The status of the JV remains unchanged
		since that time.

Source: Torian

Notes: 1 - A care and maintenance program describes conditions on a closed mine site where there is potential to recommence operations at a later date.

We note that on 10 January 2014, Torian announced it had entered into an agreement with Elsmore Resources Limited (Elsmore) for the sale of the Company’s tin and diamond mining leases at Copeton, NSW and certain precious stone mining leases around Emerald in Queensland. Torian received shares in Elsmore and cash as consideration for the sale of the tenements.

We understand that Elsmore and Torian have since agreed to vary the terms of the agreement as follows:

Torian to sell the Copeton mining leases (ML6153, ML1058, ML1059, ML5904, ML1083 and ML1232) to a third party.

Accordingly, Torian has entered into an arrangement to sell the mining leases to Aduro Diamonds Pty Limited (Aduro) for consideration of $100,000. Subject to the purchase agreement between Torian and Aduro, Torian will receive a further $100,000 for the release of their deposit bonds in respect of the Copeton tenements. The Directors have advised they expect the sale to be completed by the end of 2014; and

Elsmore to make a cash payment of $100,000 to Torian in return for signed transfer papers for the Emerald tenements, and the transfer by Torian of the Elsmore shares issued to Torian in connection with the original sale agreement.

We note there is some risk that Elsmore may not be able to procure the $100,000 to pay Torian in a timely manner (if at all) as it is dependent upon the earliest of, inter alia, securing third party investment to buy certain shares in Elsmore and, recovery of funds from the Elsmore IPO through the Supreme Court or other means.

Based on discussions with the directors of Torian, and for the purpose of our analysis, we have assumed that Elsmore will be in a position to make the payment.

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Financial information

Historical financial performance

Summarised in the table below is the historical financial performance of Torian for the years ended 31 December 2012 and 2013 (audited) together with the six months ended 30 June 2014 (reviewed).

Torian	Year ended Year ended 6 months ended
Consolidated financial performance	31 December 2012 31 December 2013 30 June 2014
$	Audited Audited Reviewed
Revenue Sales revenue Other revenue Total revenue Expenses Cost of sales Bad debts expense Depreciation and amortisation Impairment expense Employee benefits expense Equity based employee benefits Due diligence and professional services Finance costs Exploration expenditure write back / (expenditure) Share of JV’s loss Other expenses Total expenses Profit / (loss) before income tax Income tax expense Profit / (loss) for period	818 - - 47,309 340,452 141,618
	48,127 340,452 141,618 691 - - - 181,084 - 10,659 10,359 4,752 1,262,436 10,148,373 112,894 260,515 25,782 - 7,000 - - 573,264 307,786 245,699 12,246 35,915 19,846 227,483 29,793 (24,729) 89,451 - - 326,180 178,769 92,674
	2,769,925 10,917,861 451,136
	(2,721,798) (10,577,409) (309,518)
	- - -
	(2,721,798) (10,577,409) (309,518)

Source: Torian

In relation the Torian’s historical financial performance presented above, we note

Torian has incurred losses in each period;
no sales revenue has been generated since 2012;
other revenue in 2013 included profit on the disposal of non-current assets ($54k) and a gain on debt forgiveness ($276k).
other revenue in the six months to 30 June 2014 included the sale of non-current assets ($139k);
in 2012, Torian recognised an impairment expense of $1,262,463 in relation to the cessation of exploratory activities on certain Australian tenements;
in 2013, Torian recognised an impairment expense of $10,148,373 in relation to the cessation of exploratory activities on its Australian tenements;
in 2014 Torian recognised impairment expense of $112,894 in relation to the decrease in the value of shares held in Elsmore (which formed part of the consideration for the sale of the Australian tenements in 2014); and
the share of JV’s loss in 2012 related to the JV in Vatovorona, Madagascar.

Over the six months to 30 June 2014, Torian has been operationally dormant, but has continued in incur ongoing compliance costs (ASX listing fees, audit costs etc.) and professional expenses in relation to the management of the Company.

The Company has also incurred costs in relation to the sale of the Australian tenements to Elsmore and in seeking opportunities such as the Proposed Transaction.

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Financial position of Torian

Torian’s financial position as at 30 June 2014 (reviewed) is summarised in the table below.

Torian
Consolidated financial position as at	30 June 2014
$	Reviewed
Current assets Cash and cash equivalents Receivables Total current assets Non-current assets Investments Property, plant and equipment Total non-current assets Total assets Current liabilities Payables Loans from related parties Loans from external parties Total current liabilities Total liabilities Net assets Equity Issued capital Reserves Accumulated losses Equity	93,549 23,299
	116,848 1,429 12,859
	14,288
	131,136
	229,296 218,216 88,958
	536,470
	536,470
	(405,334)
	55,725,782 1,995,700 (58,126,816)
	(405,334)

Source: Torian

We note the following with respect to the financial position of Torian as at 30 June 2014:

receivables predominantly relate to GST ($21k);
tenements EL 35571 and EL 39110 are held at carrying values of $nil;
other property, plant and equipment relates to equipment held in Madagascar and sundry assets;
payables include director’s fees ($98k), consultancy fees ($64k) and trade creditors ($41k). We understand that the consultancy fees and trade creditors balances are primarily owed to entities related to directors of Torian;
loans from related parties include a $198k loan from Mr Peter Ashcroft, the subject of Resolution 7 in the NoM. The Company also holds a director loan of $20k, which we are advised is fully repayable; and
the Company’s Auditor has included an emphasis of matter in the interim financial report for the half-year ended 30 June 2014 in relation to Torian’s ability to continue as a going concern.

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Torian capital structure

As at the date of this report, Torian’s had a single class of ordinary share on issue together with a number of tranches of options.

Issued share capital

As at 16 September 2014, Torian had 500,322,464 shares on issue. Details of the top 10 shareholders are included in the table below.


Shareholder	Ordinary shares Percentage
	(pre consolidation) of total
Johns Corporation Pty Ltd ROC Salt Limited Yizhou Gu James Taylor & Erin Taylor Xiujun Qi Jason Hou Katsun Financial Pty Ltd La Jolla Cove Investors Inc Nick Di Pietro Luigi Genua & Rosa Genua Top 10 shareholders Other shareholders Total issued capital	87,668,608 17.52% 75,000,000 14.99% 30,000,000 6.00% 25,000,000 5.00% 20,000,000 4.00% 17,500,000 3.50% 17,500,000 3.50% 14,618,847 2.92% 11,327,921 2.26% 5,000,000 1.00%
	303,615,376 60.68% 196,717,088 39.32%
	500,332,464 100.00%

Source: Torian

We note the Proposed Transaction includes a condition precedent that Torian executes a share consolidation at the ration of 33 existing shares for 1 post consolidation share. Accordingly, should the Proposed Transaction be approved and the share consolidation completed, there will be 15,161,590 (rounded) shares on issue.

The following table illustrates the distribution of shareholders in Torian as at 16 September 2014.

	Number of
Range	ordinary
	shareholders
1 - 1,000 shares 1,001 - 5,000 5,001 - 10,000 shares 10,001 - 100,000 100,001 and over Total shareholders	2,565 2,428 785 1,284 290
	7,352

Source: Torian

Based on the pre-announcement share price of $0.002 per share, over 7,000 shareholders were holding less than a marketable parcel of Torian shares as at 16 September 2014.

Options outstanding

As at the date of this report, Torian had 30.2 million options outstanding with various expiry dates and exercise prices as set out in the table below.


Option expiry date Exercise price	Number
$
31/12/2014 0.20 31/12/2014 0.22 29/12/2015 0.046 31/12/2015 0.24 31/12/2015 0.26 Total options on issue	5,075,000 5,075,000 10,000,000 5,025,000 5,025,000
	30,200,000

Source: Torian

Based on the pre-announcement share price of $0.002 per share, all of the options in issue were out of the money as at the date of this report. Accordingly we have not considered any dilution from exercise of the options in our analysis.

Further, we note the proposed share consolidation will also impact the outstanding options. The number of options on issue will be consolidated at the ratio 33:1 and the exercise prices will increase to 33 times their current level in each instance.

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Share trading

Set out in the table below is a graph of Torian’s daily closing share price and volume of shares traded for the two years to 10 December 2014.

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

Share price performance
Announcement of
0.045 proposed transaction 3
0.040
2
0.035
0.030
2
0.025
0.020
1
0.015
0.010 1
0.005
0.000 0
Volume Price
Price ($)
Volume (millions)
----- End of picture text -----

Source: S&P Capital IQ

The following table outlines key developments of Torian during the time frame illustrated above, prior to the announcement of the Proposed Transaction, as announced on the ASX:

Date	Event
10 December 2014	Torian announces an amendment to the transaction with Cascade Resources Limited.
9 December 2014	Securities of Torian placed in a Trading Halt Session State at the request of the Company pending an announcement.
26 September 2014	Torian announces an update on the transaction with Cascade Resources Limited
11 September 2014	Torian Completes sell down by relevant parties in relation to inadvertent breach of Section 606 of the Act.
18 August 2014	Torian announces amendment to sale agreement with Elsmore for mining leases at Copeton, NSW and Emerald, QLD.
8 July 2014	Torian announces inadvertent breach of Section 606 of the Act relating to conversion of a number of debts to equity.
10 June 2014	Torian announces execution of the agreement with Cascade to acquire the acquisition agreements.
6 June 2014	Securities of Torian placed in a Trading Halt Session State at the request of the Company pending an announcement.
30 May 2014	Torian announces a change of company type, name and new constitution.
22 April 2014	Torian offers 3,686,216 forfeited shares by public auction, which were sold at $0.003 per share to a single bidder.
4 April 2014	Torian announces it will hold a public auction to sell 3,686,216 shares which were forfeited due to non-payment.
13 January 2014	Torian completes sale of 6 mining leases in the New England Region and 5 mining leases in Queensland.
10 January 2014	Torian announces sales agreement with Elsmore for mining leases at Copeton, NSW and Emerald, QLD.
3 June 2013	Torian undertakes 1 for 20 share consolidation.
4 April 2013	Torian announces a finalised agreement for the sale of a subsidiary, NSW Tin Pty Limited.
25 February 2013	Torian announces a capital raising commitment secured for $250,000 from a group of sophisticated investors.

Source: ASX

Volume weighted average price and liquidity analysis

Set out below is the volume weighted average price of Torian shares (based on closing day prices) over a range of periods in the 360 days prior to the securities of Torian being placed in a trading halt on 6 June 2014.

Period	Low	High		Cumulative	Cumulative	Issued
	price	price	VWAP	value	volume	Capital
	($)	($)	($)	($’000)	(’000)	(%)
1 Day	0.002	0.002	0.002	0.1	39.9	0.0%
7 Day	0.002	0.003	0.002	0.2	113.7	0.0%
30 Day	0.002	0.003	0.003	4.5	1,764.4	0.7%
60 Day	0.002	0.004	0.003	17.0	5,110.5	2.1%
90 Day	0.002	0.004	0.003	23.6	7,336.1	3.0%
180 Day	0.002	0.004	0.003	32.6	10,294.6	4.2%
360 Day	0.002	0.008	0.004	95.0	23,965.7	9.7%

Source: S&P Capital IQ

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We note the following with respect to trading in Torian’s shares over the period:

the last trade in the shares a was at $0.002;
Torian shares traded in the range $0.002 and $0.008 per share over the 360 day period;
trading volumes have been relatively thin with 4% of the Company’s outstanding shares being traded in the 180 days prior to trading halt and 9.7% over the 360 days prior; and
the VWAP for the shares in the 7 days prior to the announcement was $0.002.

Torian directors

As at the date of this report, the directors of Torian were:

Individual	Position
Mr Nathan Taylor	Chairman
Mr Sunil Dhupelia	Director
Mr Jason Hou	Director
Mr Ian Johns	Director
Mr Andrew Sparke	Director
Mr Matthew Sullivan	Director

Source: Torian

Mr Jason Hou and Mr Ian Johns have announced they will resign upon the successful completion of the Proposed Transaction.

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4. Profile of the projects

As discussed above, Cascade has entered into acquisition agreements over the following prospective gold projects in the Leonora region of WA:

Mt Stirling Project; and
Malcolm Project.

A map of the geographic area containing the projects is set out below:

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

Source: the Darlington Report
----- End of picture text -----

Mt Stirling Project

The Mt Stirling Project is divided into distinct areas including the Mt Stirling Well prospect. Torian will acquire 100% of the Mt Stirling Well prospect and 51% of the balance of the Mt Stirling Project.

The balance of the Mt Stirling Project will be owned through JV agreements. Torian will have the ability to increase its share in the JVs up to 90% under the terms of two separate agreements.

The Mt Stirling Project is located 40 km northwest of Leonora within the Mt Malcolm district of the Mt Margaret Mineral Field and the inferred resource of the prospective areas has been estimated as follows:

Mt Stirling Well prospect - inferred JORC resource of 41,250 tonnes at 8.54 g/t Au.
Mt Stirling prospect (ex the Mt Stirling Well prospect) - inferred JORC resource of 259,750 tonnes at 2.44 g/t Au.

Malcolm Project

The Malcolm Project is divided into distinct areas including the Rabbit Warren South prospect.

Under the terms of the Proposed Transaction, Torian will acquire 100% of the Rabbit Warren South prospect and 51% of the balance of the Malcolm Project. The balance of the Malcolm Project will be owned through JV agreements. Torian will have the ability to increase their share in the JV’s up to 90% under the terms of various agreements.

The Malcolm Project is located around 15 km east of Leonora.

The Malcolm Project has an inferred JORC resource estimated at 48,000 tonnes at 3.72 g/t Au.

Further information in relation to the projects is included in the Darlington report attached as Appendix 4 to this IER and the NoM.

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5. Gold ore mining industry

Gold is a precious metal used primarily in the fabrication of jewellery, electronics and other industrial applications, and as an investment asset for the purposes of storing value and hedging.

Global gold demand in tonnes for the purpose of fabrication of jewellery and industrial equipment decreased from approximately 82% in 2007 to 68% in 2013[1] . This decrease was due primarily to the increasing use of gold as an investment asset. Greater China (China, Hong Kong and Taiwan) and India, together accounted for 53% of the global demand for gold volumes for the 12 months ended March 2014[2] . The global demand for gold is highly seasonal as demand in China and India correlates with traditional events and celebrations.

General conditions in Australia

The gold ore mining industry in Australia has undergone a period of growth in the past decade, mainly as a result of gold being a counter-cyclical commodity, i.e. it is viewed as a ‘safe haven’ investment during times of national and global economic uncertainty. IBISWorld has projected mine output and revenue for Australia’s gold ore mining industry from FY 2005 to forecast FY 2019 as set out below:

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

Industry output and revenue
16,000 300
14,000
250
12,000
200
10,000
8,000 150
6,000
100
4,000
50
2,000
- -
Gold mine output Revenue
Source: IBISWorld
In the five years to FY 2014, industry revenue is expected to increase at an annualised 5.4% [3] , despite gold price declines in FY
2013 and FY 2014 resulting from a strengthening global economy. Industry revenue is expected to fall by 5.8% to $11.8 billion
in FY 2014 due to decreasing sales prices and volumes.
In the Australian gold ore mining industry, revenue and profit generally reflect trends in gold production, US dollar gold prices,
and the US dollar / Australian dollar exchange rate. Expectations that the US dollar gold price will rise moderately, and the
Australian dollar exchange rate will fall moderately, support higher gold prices in Australian dollar terms for the five years to FY
2019. During this period fluctuations in global gold prices are expected to cause some volatility in industry revenue. IBISWorld
expects industry revenue to grow at an annualised 2.0% over the five years to FY 2019 to $13.1 billion.
Set out below is the daily historical price of gold in Australian dollar terms, between 1 July 2009 and 30 July 2014. As illustrated
in the table the price of gold has traded between $909 per ounce and $1,890 per ounce over the period.
Gold (COMEX) historical pricing
2,000
1,800
1,600
1,400
1,200
1,000
800
600
1 July 2009 1 July 2010 1 July 2011 1 July 2012 1 July 2013 1 July 2014
Source: S&P Capital IQ
Revenue ($m)
Gold mine output (tonne)
Gold price (A$/oz)
----- End of picture text -----

1 Gold Demand Trends, World Gold Council, Full year and fourth quarter 2007, and First quarter 2014

2 Gold Demand Trends First Quarter 2014, World Gold Council, May 2014

3 IBISWorld Industry Report B0804 – Gold Ore Mining in Australia, March 2014

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Barriers to entry for the gold ore mining industry are considered high, and include capital expenditure necessary to undertake exploration programs and fund mine development. Many firms become publically listed to fund the high costs of developing and exploiting gold mines. Long lead times between exploration and eventual mining pose risks particularly for small operators. Other barriers to entry include the acquisition of permits and leases, and the requirement to supply comprehensive environmental impact statements, staff shortages, and the cost of negotiations with Aboriginal groups required by native title and Mabo legislation.

The geographical spread of revenue in the Australian gold ore mining industry reflects the location of the mineral resource. WA derives around 70% of the industry revenue and is host to over half of the industry’s gold mining establishments[4] .

The Goldfields-Esperance region of WA

The Goldfields-Esperance region is located in the south eastern corner of WA and covers 770,488 square kilometres including offshore islands. It is the largest of WA’s nine geographical regions and includes the City of Kalgoorlie-Boulder and the Shires of Coolgardie, Dundas, Esperance, Laverton, Leonora, Menzies, Ngaanyatjarraku and Ravensthorpeare.

The region’s economy supports a range of industries including mining, agriculture, aquaculture and tourism. Mining is the region’s most valuable sector and has been crucial to the development of the region’s economy. Mining is the predominant sector in the central and northern parts of the region, while agriculture is more dominant in the south of the region.

Gold mining constituted around 63% of the value of the regions mineral production in the 2013 calendar year. The remainder of mineral production was predominantly related to nickel and platinum which together accounted for around 33%[5] . In the 2013 calendar year, the Goldfields-Esperance region accounted for around 65% of WA’s gold production.

4 IBISWorld Industry Report B0804 – Gold Ore Mining in Australia, March 2014

5 Western Australian Mineral and Petroleum Statistics Digest 2012-13, Government of Western Australia, Department of Mines and Petroleum

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6. Valuation approach

In assessing the Proposed Transaction, we have had regard to RG 111 which applies the ‘fair’ and ‘reasonable’ test as two distinct criteria.

In order to assess the fairness of the Proposed Transaction, we have assessed the value of a share in Torian prior to and immediately after the Proposed Transaction to determine whether a Torian shareholder would be better or worse off should the Proposed Transaction be approved.

Valuation methodologies

In assessing the value of the shares in Torian, we have considered a range of valuation methodologies.

Income based methods

Income based methods estimate value by calculating the present value of a company’s estimated future stream of earnings or cash flows. The primary income based method is the discounted cash flow technique (DCF).

The DCF technique has a strong theoretical basis, valuing a business on the net present value of its future cash flows. It requires an analysis of future cash flows, the capital structure and costs of capital and an assessment of the residual value or the terminal value of the company’s cash flows at the end of the forecast period.

This method of valuation is appropriate when valuing companies where future cash flow projections can be made with a reasonable degree of confidence.

Market based methods

Market based methods estimate value by considering the market value of a company’s securities or the market value of comparable companies. Market based methods include:

the quoted price for listed securities;
capitalisation of maintainable earnings; and
industry specific methods.

The capitalisation of earnings methodology is generally considered a short form DCF, where an estimation of the future maintainable earnings of the business, rather than a stream of cash flows is capitalised based on an appropriate capitalisation multiple. Multiples are derived from the analysis of transactions involving comparable companies and the trading multiples of comparable companies.

The recent quoted price for listed securities method provides evidence of the fair value of a company’s securities where they are publicly traded in an informed and liquid market.

Industry specific methods usually involve the use of industry rules of thumb to estimate the fair value of a company and its securities. Generally rules of thumb provide less persuasive evidence of the fair value of a company than other market based valuation methods because they may not account for company specific risks and factors.

Asset based methods

Asset based methodologies estimate the value of a company’s securities based on the market value of its identifiable net assets. Asset based methods are particularly appropriate for businesses with relatively high asset values compared to earnings and cash flows, and include:

orderly realisation of assets method;
liquidation of assets method; and
net assets on a going concern basis.

The value achievable in an orderly realisation of assets is estimated by determining the net realisable value of the assets of a company which would be distributed to security holders after payment of all liabilities, including realisation costs and taxation charges that arise, assuming the company is wound up in an orderly manner.

The liquidation of assets method is similar to the orderly realisation of assets method except the liquidation method assumes that the assets are sold in a shorter time frame.

The net assets on a going concern method estimates the market values of the net assets of a company but unlike the orderly realisation of assets method it does not take into account realisation costs.

These asset based methods ignore the possibility that the entity’s value could exceed the realisable value of its assets as they do not recognise the value of intangible assets such as management, intellectual property and goodwill. Asset based methods are appropriate when an entity is not making an adequate return on its assets, a significant proportion of the entity’s assets are liquid or for asset holding companies.

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RG 111

RG 111 proposes that it is generally appropriate for an expert to consider using the following methodologies:
the DCF method and the estimated realisable value of any surplus assets;
the application of earnings multiples to the estimated future maintainable earnings or cash flows added to the estimated realisable value of any surplus assets;
the amount which would be available for distribution for the company’s net assets on an orderly realisation of assets;
the quoted price for listed securities; and
any recent genuine offers received.

Selected valuation approach for a Torian share pre the Proposed Transaction

As discussed earlier, Torian is operationally dormant with its remaining tenements either in a care and maintenance program or in the process of being sold.

Torian has no other activities.

Over the past two and a half years Torian has generated minimal operating revenue and incurred significant trading losses. The only significant revenue has been earned from the disposal of tenements. Further, we are advised Torian does not produce financial forecasts upon which we could base a DCF valuation of the company.

We note insufficient information is available to us to use the income method to value the Torian shares. As the company does not have a profitable operating history we do not consider the capitalisation of earnings is an appropriate valuation method in this instance.

In light of the above, we consider the most appropriate methodology to value the shares in Torian is on the basis of the fair market value of the underlying net assets of the company (net assets on a going concern). Accordingly, our valuation of Torian is based on the net assets of Torian at 30 June 2014, as adjusted for known movements in the net asset position since that date.

As a cross check to our valuation, we have also considered the value of a Torian share implied in trading prices for portfolio parcels of Torian shares prior to the trading halt in the shares on 6 June 2014 (immediately prior to the time of the announcement of the original proposed transaction on 10 June 2014). In our opinion, any trading in shares since that date will have incorporated speculation as to the impact of the original proposed transaction and the Proposed Transaction and does not properly reflect the value of the shares prior to the Proposed Transaction.

Our valuation assessment does not consider any special synergies or benefits which may be available to an acquirer of Torian, and represents the value which could be distributed to shareholders upon realisation of the net assets of Torian.

In accordance with RG 111, we have assessed the value of Torian’s shares on the basis of a 100% controlling interest.

Our analysis and opinion of the value of the shares in Torian prior to the Proposed Transaction is included at section 7 of this report.

Selected valuation approach for a Torian share post the Proposed Transaction

In our opinion, the value of Torian post the Proposed Transaction will be equivalent to the value of Torian prior to the Proposed Transaction plus the net increment to the value of Torian arising from completion of the Proposed Transaction.

We consider this approach to be appropriate as:

the value of the Projects to be acquired under the Proposed Transaction can be determined. In this regard, we have engaged Mr Peter Peebles of Darlington to provide an independent valuation report in relation to the value of the Projects. The Darlington report is attached at Appendix 4 to this IER.
the completion of the proposed acquisition is conditional upon, inter alia, the success of the proposed capital raising discussed above and in the NoM. the adopted valuation approach allows us to incorporate the net impact of the capital raising on the value of the shares of Torian; and
the cash consideration payable to the vendors to complete the acquisition of the projects.

Our analysis and opinion of the value of the shares in Torian post the completion of the Proposed Transaction is included at section 8 of this report.

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7. Valuation of Torian pre the Proposed Transaction

As discussed above, we have assessed the value of Torian prior to the Proposed Transaction on net assets on gong concern basis.

Valuation analysis – net assets on a going concern

In undertaking our valuation, we have considered:

the reviewed financial position of Torian as at 30 June 2014, being the date of the latest available accounts prior to the Proposed Transaction;
any adjustments to the financial position of Torian to restate individual balances to recoverable market values; and
the impact of any other matters relevant to the value of Torian shares as at the valuation date.

Net asset position of Torian

According to the reviewed financial statements, as at 30 June 2014 Torian was in a net liability position of ($405,334) as summarised in the table below.

Torian
Consolidated financial position	30 June 2014
$	Reviewed
Current assets Cash and cash equivalents Receivables Total current assets Non-current assets Investments Property, plant and equipment Total non-current assets Total assets Current liabilities Payables Loans from related parties Loans from external parties Total current liabilities Total liabilities Net assets	93,549 23,299
	116,848 1,429 12,859
	14,288
	131,136
	229,296 218,216 88,958
	536,470
	536,470
	(405,334)

Source: Torian

In arriving at our valuation of Torian prior to the Proposed Transaction we have had regard to the financial position as presented above, together with the following:

on 18 August 2014, as a result of ongoing delays in the transfer of the mining leases (at Emerald and Copeton) under the sale agreement with Elsmore announced on 10 January 2014, Torian announced a variation to the terms of the sale agreement;
under the varied terms of the agreement, Torian will be allowed to sell the mining leases at Copeton to a third party. Torian has entered into a new agreement with Aduro pursuant to which the Copeton mining leases will be sold to Aduro for consideration of $100,000. Subject to the purchase agreement between Torian and Aduro, Torian will receive a further $100,000 for the release of their deposit bonds in respect of the Copeton tenements. The directors expect the sale to Aduro to be completed by the end of 2014;
Elsmore will make a payment of $100,000 to Torian in return for signed transfer papers for the Emerald tenements and the transfer by Torian of the Elsmore shares issued to Torian in connection with the original sale agreement. We note the Elsmore shares have been revalued (impaired) to $nil per share as at 30 June 2014 due to the delisting of Elsmore;
based on our discussions with the directors we understand all other assets and liabilities are carried at their market values.

For the purpose of our valuation we note:

while the directors had impaired the Copeton tenements to their carrying value of $nil, we have revalued the assets to the value implied by the sale agreement with Aduro, and the recoupment of the deposit bonds; and
while the directors had impaired the shares held in Elsmore to their carrying value of $nil, we have revalued the shares to the value implied by the payment to be received from Elsmore as consideration for the Emerald tenements, and transfer by Torian of its shares held in Elsmore.

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Accordingly, after adjusting the net liability position of Torian to reflect the value of the sale of the Copeton tenements to Aduro, the recoupment of deposit bonds in relation to the Copeton tenements, and the value of the sale of the Emerald tenements to Elsmore, Torian remains in a net liability position of ($105,334) as set out below.


Torian – adjusted net assets
$
Net assets as at 30 June 2014 Adjustment to reflect the value of the Copeton tenements sale to Aduro Adjustment to reflect the recoupment of deposit bonds in relation to the Copeton tenements Adjustment to reflect the value of the Emerald tenements sale to Elsmore Adjusted net assets of Torian as at 30 June 2014	(405,334) 100,000 100,000 100,000
	(105,334)

Source: Torian and RSMBCC analysis

In addition, we note Torian is effectively a listed shell. Based on our experience and discussions with various analysts, we understand the typical value of a listed shell is in the range $400,000 to $600,000. As Torian has a negative net asset position, we would expect the shell to be valued at the lower end of our range and have adopted $400,000 for the purposes of our analysis.

As a cross check we have considered the likely costs of an initial public offer (IPO) which are avoided by undertaking a backdoor listed. In our experience, the costs of an IPO for a company of similar size to Torian (post the Proposed Transaction) would not be dissimilar to the range presented above.

In light of the above, we have valued the equity in Torian at $0.019 prior to the Proposed Transaction. Our calculation is set out

in the table below.


Torian – valuationprior to the Proposed Transaction
$
Adjusted net assets of Torian as at 30 June 2014 Add: value of listed shell Value of the equity in Torian prior to the Proposed Transaction Total shares outstanding in Torian (post 33:1 consolidation) Value of a share in Torian (pro rata, post consolidation)	(105,334) 400,000
	294,666 15,161,590
	$0.019

Source: Torian and RSMBCC analysis

We note RG 111 requires us to consider the value of Torian on a controlling basis. We consider the value of $0.019 to be reflective of a controlling value of Torian.

Cross check - quoted price of listed securities prior to the Proposed Transaction

In order to provide a cross-check to our valuation of the Torian shares, we have also reviewed the quoted market price of Torian

shares prior to the Proposed Transaction.

Our assessment reflects trading prior to the announcement of the Proposed Transaction in order to avoid the influence of any movement in price that occurred as a result of the announcement.

The securities of Torian (ordinary shares traded on the ASX) were placed in a trading halt on 6 June 2014 pending the announcement of the Proposed Transaction on 10 June 2014. The last trade in Torian shares prior to the trading halt was at $0.002 per share.

In addition, the 1 day and 7 day VWAP for the shares in the periods prior to the announcement was also $0.002 per share.

The analysis (at Section 3) shows that only 0.7% of Torian’s shares were traded in the 30 trading days prior to the trading halt, suggesting an overall low level of liquidity in the Torian stock. This analysis is supported by the observation that in the 180 trading days prior to the announcement, Torian shares were only traded on 87 days.

In our opinion, a number of factors suggest Torian’s traded share price is not likely to be reflective of market value of the Company, including:

prior to the announcement of the Proposed Transaction, Torian’s shares did not trade in significant volumes or on a sufficiently regular basis to ensure a liquid market;
Torian’s announcements to the market prior to 6 June 2014 confirmed that no operations were being undertaken by the company and that, inter alia, the Madagascar tenement remained in care and maintenance;

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the company had divested or placed in care and maintenance most of the exploration tenements held
any tenements held had been impaired to a value of $nil;
the company had no other operations of means of generating income or value to shareholders; and
the company had a net liability position (after the conversion of approximately $255,000 in secured debt for equity earlier in the year). The Board later announced that this was the final step to stabilise the Company.

We have concluded that the quoted price of Torian’s shares is of limited value in our analysis of the value of Torian pre the Proposed Transaction. Further we consider the share price is likely to have been affected by speculation as to the intentions of the Torian board, rather than any value associated with the underlying business or entity.

Since the announcement, Torian's shares have traded up to $0.007 per share and the last trade prior to the date of this report was $0.005. The shares remain thinly traded.

Illustrative value based on share price

Notwithstanding the above, and for illustrative purposes only, we have calculated a notional per share value based on the traded price of Torian shares as set out below.

In the case of a Section 611 acquisition, RG 111 states that the independent expert should calculate the value of a company’s shares as if 100% control were being obtained. Accordingly, in our view it is appropriate to include a premium for control to the minority interest share price.

In selecting a control premium we have given consideration to RSM Bird Cameron’s 2013 Control Premium Study. The study performed an analysis of control premiums paid over a 7-year period to 30 June 2012 in 345 successful takeovers and schemes of arrangements of companies listed on the ASX.

The study concluded that on average control premiums in takeovers and schemes of arrangements involving Australian mining and metals companies was in the range 25% to 30% (over the observed share price between 2 and 5 days prior deal announcement).

Based on the above, we have selected a control premium of 25% and applied it to the observed price of a Torian share on a minority interest as follows:

Torian – notional value based on share price

Torian – notional value based on share price	Torian – notional value based on share price
$
Quoted market price prior to the announcement (pre the proposed consolidation) Quoted market price prior to the announcement (assuming the share consolidation was completed) Control premium Notional value of a Torian share (controlling , post consolidation)	0.002 0.066 25%
	0.0825

Source: RSMBCC analysis

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8. Valuation of Torian post the Proposed Transaction

The key incremental adjustments to value arising from the Proposed Transactions are:

the value of the projects acquired;
the net impact of the proposed capital raising; and
the cash consideration paid to the vendors of the projects.

Valuation of the Projects

As mentioned above, we have engaged Mr Peter Peebles, of Darlington, to provide an independent report on the value of the Projects as at 18 November 2014.

The Darlington report provides an estimate of value for the projects, after consideration of Torian’s potential relevant interest in the projects, of between $723,000 and $3,815,400 with a midpoint (preferred) estimate of $2,296,300. Mr Peebles’ findings are summarised in the table below:


Mt Stirling and Malcolm projects	Low High Midpoint
$
Estimated mineral resources Estimated exploration potential Total	173,800 434,600 304,300 549,200 3,380,800 1,965,000
	723,000 3,815,400 2,269,300

Source: The Darlington report

A copy of the Darlington report is attached at Appendix 4 to this IER. Readers of this IER should read the Darlington report in full as it sets out key details of the Projects, the valuation approach adopted by Darlington and their conclusions.

Proposed Capital Raising

As discussed earlier, a condition precedent for the completion of the proposed transaction and acquisition of the Projects is the raising of up to $2.0 million (minimum $1.0 million) of new equity through the issue of shares at $0.20.

Based on the directors estimates set out in the NoM, we understand the net inflow of funds from the Capital Raising (after estimated costs of the offer) will be around $1.8 million (minimum $800,000).

Consideration payable under the acquisition agreements

In accordance with the agreement to acquire the projects from Cascade and the vendors, Torian must issue the Vendor Shares and the Related Party Vendor Shares and pay cash consideration of $295,000 to the vendors.

Torian value post the Proposed Transaction

In light of the above, we have valued Torian on a post transaction, control basis in the range $2.9 million to $6.0 million as set out in the table below.


Torian – post transaction	Low High Midpoint
$
Value of equity in Torian pre the Proposed Transaction Add: Independent value of the Projects Gross funds raised under the proposed Capital Raising Less Vendor Cash Costs of the Capital Raising and the Proposed Transaction1 Value of equity in Torian (post the Proposed Transaction, control)	294,666 294,666 294,666 723,000 3,815,400 2,269,300 2,000,000 2,000,000 2,000,000 (295,000) (295,000) (295,000) (200,000) (200,000) (200,000)
	1,922,666 6,015,066 4,468,866

Source: RSMBCC analysis

Notes: 1. Based on Torian director’s estimated costs of the Proposed Transaction and the capital raising

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On the basis of 58.9 million shares on issue after the share consolidation, completion of the Proposed Transaction and the Capital Raising (of $2.0 million), we have estimated the value of a Torian share (on a minority basis) is in the range $0.038 to $0.76 with a midpoint of $0.057 as summarised below.


Torian – post Proposed Transaction	Low High Midpoint
$
Value of equity in Torian (post Proposed Transaction) Ordinary shares on issue post the Proposed Transaction Value of a Torian share (post transaction) Less Minority discount (25%) Value of Torian share (post transaction, minority)
	2,922,666 6,015,066 4,468,866
	58,884,317 58,884,317 58,884,317
	0.050 0.102 0.076 (0.012) (0.026) (0.019)
	0.038 0.076 0.057

Source: RSMBCC analysis

Should the company achieve the minimum under the Capital Raising (of $1.0 million) and the share consolidation and Proposed Transaction complete, 53.9 million shares would be on issue and our valuation of the Torian shares (on a minority basis) would be in the range $0.021 to $0.064 with a midpoint of $0.043.

We note that in the event that the Proposed Transaction proceeds, the Company’s shares may trade at levels significantly different to our valuation as individual investors may have their own views on the value of the projects, which will be the primary assets held by Torian post completion of the Proposed Transaction.

Resolution 7 – debt conversion

For completeness, we have also calculated the impact of Resolution 7 in the NoM which relates to the issue of shares as consideration for the conversion of certain debts owed to Mr Peter Ashcroft.

We note Resolution 7 is not interdependent upon Acquisition Resolutions, nor is it a condition precedent to the completion of the Proposed Transaction or the acquisition of the Projects and, accordingly, is not strictly subject to the requirements of the Act or the ASX listing rules in relation to the opinion of this IER.

Notwithstanding this we consider the non-associated shareholders may wish to consider the impact of the approval of Resolution 7 when considering whether to vote in favour or against the Acquisition Resolutions.

For illustrative purposes only we have calculated the value of a Torian share post Proposed Transaction, completion of the

acquisition of the Projects and assuming the issue of the debt conversion shares to Mr Ashcroft.

According the NoM, Resolution 7 is seeking approval for the issue of 991,080 shares as consideration for the conversion of a

debt of $198,216. Our calculation is summarised in the table below.


Torian	Low High
	$ $
Value of equity in Torian (post the Proposed Transaction) Add: Increase in net assets due to debt conversion (Resolution 7) Value of equity in Torian (post the Proposed Transaction and debt conversion) Ordinary shares on issue (post transaction ) Shares to be issued upon approval of Resolution 7 Total shares on issue assuming approval of all resolutions Value of a Torian share (assuming approval of all resolutions in NoM, control) Less Minority discount (25%) Value of a Torian share (approval of all resolutions in NoM, minority)	2,922,666 6,015,066 198,216 198,216
	3,120,882 6,213,282
	58,884,317 58,884,317 991,080 991,080
	59,884,397 59,884,397
	0.052 0.104 (0.13) (0.26)
	0.039 0.078

Source: RSMBCC analysis

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9. Summary of assessment

Fairness

As our assessed value of a Torian share (on a control basis) pre the Proposed Transaction of $0.019 is lower than our assessed value of a Torian share (on a minority basis) post the Proposed Transaction under the minimum Capital Raising scenario ($0.021 to $0.063) and the maximum Capital Raising scenario ($0.038 to $0.076), we are of the opinion that the Proposed Transaction is fair to the non-associated shareholders of Torian.

The analysis we have undertaken to support our opinion is set out in the earlier sections of this report and summarised in the table below:

Fairness evaluation	Low	High
Value of a Torian share pre the Proposed Transaction (control basis)	$0.019	$0.019
Value of a Torian share post Proposed Transaction (minority basis, min. Capital Raising)	$0.021	$0.063
Value of a Torian share post Proposed Transaction (minority basis, max. Capital Raising)	$0.038	$0.076

Source: RSMBCC analysis

In addition, while it is not relevant to our opinion in this IER, we note that approval of Resolution 7 will not materially alter the value of a Torian share if the Acquisition Resolutions are approved.

Reasonableness

With regard to control transactions, according to RG 111, an offer is considered reasonable if it is considered fair. However, in certain situations an offer may be considered not fair but reasonable. In such circumstances, other significant factors such as advantages and disadvantages for the non-associated shareholders if the Proposed Transaction were to proceed, is taken into consideration.

According to RG 111, despite a transaction not being fair, it may be reasonable if the expert considers there are sufficient reasons for the relevant shareholders to vote for the proposal.

In completing our analysis of the Proposed Transaction we have considered the advantages and disadvantages to the nonassociated shareholders of the Proposed Transaction.

Advantages and disadvantages of the Proposed Transaction

The Torian directors have set out in the NoM and shareholder documents, their view of the advantages and disadvantages of the Proposed Transaction. In forming our opinion, we have considered the issues below.

Future prospects of Torian if the Proposed Transaction does not proceed

The directors of Torian have advised that should the Proposed Transaction not proceed the directors will continue to seek opportunities which may generate shareholder value. Based on their history of recapitalisations and transactions, the directors have advised us that they are confident that they will be able to source a prospective project and the funds required to progress it.

If the Proposed Transaction does not proceed, to the extent that the directors of Torian are not immediately able to source other projects, we understand Torian would remain non-operational in the near term and continue to incur compliance and administrative costs. We note Torian’s financial statements for the half-year ended 30 June 2014 state that should the Company be unsuccessful in the capital raising or otherwise generating cash inflows, there is significant uncertainty as to whether the Company will continue as a going concern.

Commercial advantages of the Proposed Transaction

In our opinion, key advantages to the non-associated shareholders in approving the Proposed Transaction are:

the Proposed Transaction is fair;
the projects are at a more advanced stage of exploration than the Company’s existing assets as evidenced by the inferred JORC resource identification noted in the Darlington report;
the proposed capital raising is intended to occur at $0.20 per new share issued. Should the company continue to trade at or around the issue price after any re-quotation of the Torian shares on the ASX, the holdings of the non-associated shareholders will have a value in excess of the last (pre-announcement) trade on the ASX and our assessed (pre transaction) value of Torian of $0.019 per share;
the additional working capital from the proposed capital raising may allow Torian to increase shareholder value through the opportunity to participate in the future exploration and development opportunities, and any potential commercial upside in relation to ownership of the projects;

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the non-associated shareholders will have an opportunity to gain exposure to investment in prospective gold projects in the Goldfields region of WA. We note, however, such investments may be available in other forms should such exposure be sought by the non-associated Torian shareholders;
a possible improvement in the liquidity of Torian shares if the approval of the Proposed Transaction creates increased interest in the Company and hence a more efficient market for shareholders to dispose of their shareholdings; and
the appointment of Mr Matthew Sullivan as Managing Director (previously Director) will provide Torian with exposure to Mr Sullivan’s operational experience in the gold exploration sector.

Commercial disadvantages of the Proposed Transaction

In our opinion, key disadvantages to the non-associated shareholders in approving the Proposed Transaction are:

the non-associated shareholders will be significantly diluted immediately upon completion of the Proposed Transaction (from 100% to 25.7% assuming the Capital Raising is completed at $2.0 million);
there is no certainty that the inferred JORC resource estimated for the projects can be economically extracted;
the non-associated shareholders may be exposed to additional risks from completion of the acquisition of the projects including contractual risk in relation to some tenements which are subject to joint venture (JV) agreements, and the potential for resource estimates to prove inaccurate; and
the business model being proposed by the Torian directors may not fit with the risk profile of the existing shareholders.

The Directors have also identified certain risks should the Proposed Transaction and acquisition proceed or not proceed which are included in the relevant section of the NoM.

After consideration of the above matters we consider, on balance, the Proposed Transaction is reasonable to the nonassociated shareholders.

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Appendix 1 - Declarations and disclaimers

RSM Bird Cameron Corporate Pty Ltd holds Australian Financial Services Licence 255847 issued by ASIC pursuant to which they are licensed to prepare reports for the purpose of advising clients in relation to proposed or actual mergers, acquisitions, takeovers, corporate reconstructions or share issues.

Qualifications

This valuation engagement has been prepared in accordance with professional standard APES 225 “Valuation Services” issued by the Accounting Professional & Ethical Standards Board.

RSM Bird Cameron Corporate Pty Ltd is beneficially owned by the partners of RSM Bird Cameron (RSMBC) a large national firm of chartered accountants and business advisors.

Mr Ian Douglas and Mr Andrew Gilmour are directors of RSM Bird Cameron Corporate Pty Ltd. Both Mr Douglas and Gilmour are Chartered Accountants with extensive experience in the field of corporate valuations and the provision of independent expert’s reports for transactions involving publicly listed and unlisted companies in Australia.

Reliance on this report

This report has been prepared solely for the purpose of assisting the non-associated shareholders in considering the Proposed Transaction. We do not assume any responsibility or liability to any party as a result of reliance on this report for any other purpose.

Reliance on information

Statements and opinions contained in this report are given in good faith. In the preparation of this report, we have relied upon information provided by the directors and management of Torian and we have no reason to believe that this information was inaccurate, misleading or incomplete. However, we have not endeavoured to seek any independent confirmation in relation to its accuracy, reliability or completeness. RSMBCC does not imply, nor should it be construed that it has carried out any form of audit or verification on the information and records supplied to us.

We have sought, and received, confirmation from the Torian directors that the information provided to us and Darlington is

complete, accurate and appropriate for the purposes of preparing the IER.

In addition, we have considered publicly available information which we believe to be reliable. We have not, however, sought to independently verify any of the publicly available information which we have utilised for the purposes of this report.

The opinion of RSMBCC is based on economic, market and other conditions prevailing at the date of this report. Such conditions can change significantly over relatively short periods of time.

We assume no responsibility or liability for any loss suffered by any party as a result of our reliance on information supplied to us.

Disclosure of interest

At the date of this report, Mr Douglas, Mr Gilmour, nor any other member, director, partner or employee of RSMBCC or RSM Bird Cameron has any interest in the outcome of the Proposed Transaction, except that RSMBCC are expected to receive a fee of approximately $25,000 based on time occupied at normal professional rates for the preparation of this report.

RSMBCC had been engaged to prepare an independent limited assurance report in relation to a proposed capital raising by Torian and are expected to receive a fee of $10,000 for their work in this regard. We note the proposed capital raising has been postposed and is under review.

RSM Bird Cameron Partners are the auditors of Torian and expect to receive a total fee of approximately $25,000 for their June 2014 review and December 2014 audit services provided to Torian. The fees are payable regardless of whether Torian shareholders approve the Proposed Transaction, or otherwise.

Consents

RSMCC consents to the inclusion of this report in the form and context in which it is included with the shareholder documentation to be issued to Torian shareholders. Other than this report, none of RSMBCC or RSM Bird Cameron Partners has been involved in the preparation of the shareholder documentation. Accordingly, we take no responsibility for the content of the shareholder documentation as a whole.

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Appendix 2 - Glossary

A$	Australian dollar
Act, the	the Corporations Act 2001
Agreement, the	the agreement between Torian and Cascade in relation to the acquisition of the contractual
	rights set out in the acquisition agreements
Acquisition Agreements, the	the agreements between Cascade and the vendors of the projects detailing terms in relation
	to the Project Rights
Acquisition Resolutions	Resolutions 1 to 6 as set out in the NoM
ASIC	Australian Securities and Investment Commission
ASX	Australian Securities Exchange
Au	Gold
Capital Raising	The proposed issue of up to 10 million shares at $0.20 each to raise up to $2.0 million
Cascade	Cascade Resources Limited
Company	Torian Resources Limited
Darlington report	the independent valuation report prepared by Darlington Geological Services Pty Ltd in
	relation to the value of the geological assets of Cascade which are subject to the
	Agreement
DCF	Discounted cash flow
Elsmore	Elsmore Resources Limited
FOS	Financial Ombudsman Service
FSG	Financial Services Guide
FY	Fiscal year
g/t	Grams per tonne
GST	Goods and services tax
ha	hectare
IER	Independent Expert’s Report
Inferred resource	Materials in identified but unexplored deposits whose quality and quantity have been
	estimated from geologic projections as defined in the JORC code
JORC	Joint Ore Reserves Committee
JV	Joint venture
k	thousand
km	kilometres
m	million
ML	Mining lease
Mt	Mount
NSW	New South Wales
NoM	Torian’s Notice of General Meeting is to be held on the 27 February 2015
non-associated shareholders	Shareholders of Torian which are not associated with Cascade
oz	Ounce
Projects	The geological assets which Torian will acquire as a result of the Proposed Transaction
	which are located in the Leonora region of Western Australia and consist of the Mt Stirling
	Project and Malcolm Project

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Project Rights Rights associated with the potential acquisition of the projects held between Cascade and the project vendors QLD Queensland Related Party Vendor Shares 1,350,000 shares to be issued to the certain related party vendors of the Acquisition Agreements, which together with the payment of the Vendor Cash, will allow Torian to complete the acquisition agreements Reviewed financial statements A review confirms that the financial statements are prepared in accordance with the Corporations Act 2001. A review is substantially less in scope than an audit RG 111 Regulatory Guide 111 – Content of Experts Reports RSMBCC RSM Bird Cameron Corporate Pty Ltd Torian Torian Resources Limited US United States VWAP Volume weighted average market price Vendor Shares, the 5.100,000 shares to be issued to the non-associated vendors of the Acquisition Agreements, which together with the payment of the Vendor Cash, will allow Torian to complete the acquisition agreements Vendor Cash, the $295,000 to be paid by Torian to the vendors of the acquisition agreements, which together with the issue of the Vendor Shares, will allow Torian to complete the acquisition agreements

Western Australia

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Appendix 3 - Sources of information

In preparing this report we have relied upon, inter alia, the following principal sources of information:

Audited annual report for Torian for the year ended 31 December 2013;
Reviewed interim financial report for Torian for the half year ended 30 June 2014;
The conditional heads of agreement between Torian and Cascade dated 6 June 2014;
ASX announcement dated 10 December 2014 entitled – ‘Amendment to transaction with Cascade Resources Limited’
Specialist valuation report provided to RSMBCC by Darlington dated 18 November 2014 titled ‘Independent valuation of the Mt Stirling and Malcolm Gold Projects;
Torian’s draft Notice of General Meeting received on 2 September 2014;
Torian’s final draft Notice of General Meeting received on 20 January 2015;
Gold Demand Trends, World Gold Council, Full year and fourth quarter 2007, and First quarter 2014;
IBISWorld Industry Report B0804 – Gold Ore Mining in Australia, March 2014;
Western Australian Mineral and Petroleum Statistics Digest 2012-13, Government of Western Australia, Department of Mines and Petroleum; and
Publically available information such as ASX databases, information found on the internet, etc.

In addition we have had the benefit of discussions with the Directors of Torian, in particular Mr Sunil Dhupelia.

Appendix 4 - Report by Darlington Geological Services Pty Ltd

10 Hispano Place Carine WA 6020 mobile: 0488151822

Email: [email protected]

Darlington Geological Services Pty Ltd

(ABN 56 125 009 725)

INDEPENDENT VALUATION OF THE MT STIRLING AND MALCOLM GOLD PROJECTS

Located in the Yilgarn of Western Australia

PREPARED FOR

RSM BIRD CAMERON CORPORATE FINANCE

Author: Peter Peebles Company: Darlington Geological Services Pty Ltd Date: 18[rd] November 2014

1.0 INTRODUCTION ..................................................................................................................................... 4
1.1 SCOPE ANDLIMITATIONS.......................................................................................................................... 4
1.2 STATEMENT OFCOMPETENCE.................................................................................................................... 5
2.0 VALUATION OF THE MINERAL ASSETS – METHODS AND GUIDES ...................................................... 5
2.1 GENERALVALUATIONMETHODS................................................................................................................ 6
2.2 DISCOUNTEDCASHFLOW/NETPRESENTVALUE........................................................................................... 6
2.3 JOINTVENTURETERMS............................................................................................................................ 6
2.4 SIMILARTRANSACTIONS........................................................................................................................... 7
2.5 MULTIPLE OFEXPLORATIONEXPENDITURE................................................................................................... 7
2.6 RATINGSSYSTEM OFPROSPECTIVITY(KILBURN) ............................................................................................ 7
2.7 EMPIRICALMETHODS(YARDSTICK– REALESTATE) ....................................................................................... 7
2.8 GENERALCOMMENTS.............................................................................................................................. 7
2.9 ENVIRONMENTAL IMPLICATIONS................................................................................................................ 8
2.10 OTHERCLAIMS..................................................................................................................................... 8
2.11 COMMODITIES-METAL PRICES................................................................................................................. 8
2.12 RESOURCE/RESERVESUMMARY............................................................................................................... 8
2.13 PREVIOUSVALUATIONS.......................................................................................................................... 9
2.14 ENCUMBRANCES/ROYALTY..................................................................................................................... 9
3.0 SUMMARY OF THE VARIOUS PROJECTS.............................................................................................. 9
3.1 INTRODUCTION....................................................................................................................................... 9
3.2 GEOLOGICALSETTING ANDMINERALISATION............................................................................................. 13
4.0 PROJECTS ........................................................................................................................................... 13
4.1 MTSTIRLINGPROJECT........................................................................................................................... 13
4.1.1 Introduction and Location .......................................................................................................... 13
4.1.3 Previous Exploration .................................................................................................................... 15
4.1.4. Mineralisation ............................................................................................................................ 16
4.2 MALCOLMPROJECT.............................................................................................................................. 18
4.2.1 Introduction ................................................................................................................................. 18
4.2.2 Geology ........................................................................................................................................ 19
4.2.3 Previous Exploration .................................................................................................................... 22
4.2.4 Mineralisation ............................................................................................................................. 23
5.0 VALUATION ......................................................................................................................................... 24
BIBLIOGRAPHY ............................................................................................................................................... 26
GLOSSARY OF TERMS .................................................................................................................................... 28

Figure 1 – Tenement Location Plan

Figure 2 - Mt Stirling Project Geology and Drilling Figure 3 - Mt Stirling Well Cross Section Figure 4 - Mt Stirling Prospect Cross Section

Figure 5 - Malcolm Tenements and Geology Figure 6 - Malcolm Project Geology, and Drilling. Figure 7 - Malcolm Dam East Prospect Drill Section

Table 1 – Resource Summary Table 2 – Tenement Schedule Table 3 - Drill Intercepts >1g/t Au Mt Stirling Project-Mt Stirling Prospect Table 4 - Drill Intercepts >1g/t Au Mt Stirling Project-Mt Stirling Well Prospect Table 5 - Drill Intercepts >1g/t Au Malcolm Project – Malcolm Dam Prospect

Mr Ian Douglas

Partner

RSM Bird Cameron Corporate Finance Level 12, 60 Castlereagh Street Sydney NSW 2000 GPO Box 5138 Sydney NSW 2001

31[st] July 2014

Dear Sir

1.0 Introduction

This valuation was prepared by Mr Peter Peebles of Darlington Geological Services Pty Ltd (DGS). Mr Peebles has sufficient experience which is relevant to this style of mineralisation and deposits under consideration and to their valuation to quality as a Competent Person as defined in the 2012 Edition of the “Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves” (the JORC Code). Mr Peebles is a member of both the Australasian Institute of Mining and Metallurgy and the Australian Institute of Geoscientists.

Mr Peebles is an independent consultant and sole director of Darlington Geological Services Pty Ltd. He has no direct or indirect interest in the properties which are subject to this valuation nor does he hold (directly or indirectly) any shares or interest in either Cascade Resources Ltd (Cascade) or Torian Resources Ltd (Torian). This report has been prepared in return for professional fees, based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.

The various mineral assets are described under two projects, these being:

Malcolm and Mt Stirling. The Malcolm Project was then subdivided in to 5 smaller projects, these being Rabbit Warren Sth, Mt George, Braemore, Mt Stewart and Malcolm.

The valuation estimated for the tenement package is in a range of between $723,000 and $3,815,400 with a preferred estimate of $2,269,300 as at the 18[th] November 2014. The valuation takes into account the varying interests that Cascade has within various option agreements.

1.1 Scope and Limitations

This independent valuation and its accompanying geological description have been prepared at the request of RSM Bird Cameron Corporate Finance to provide the writer’s opinion of the current cash value of the various options that Cascade holds over various gold projects located in the Yilgarn region of Western Australia. The valuation has been requested by Torian in relation to a proposed transaction between Cascade and Torian in which Torian will acquire the options currently held by Cascade.

This valuation has been prepared in accordance with the requirements of the Valmin code (2012) as adopted by the Australian Institute of Geoscientists (‘AIG’) and the Australasian Institute of Mining and Metallurgy (‘AusIMM’).

This valuation is valid as at 31st July, 2014 and refers to the writer’s opinion of the value of the mineral assets at this date. This valuation can be expected to change over time having regard to political, economic, market and legal factors. The valuation can also vary due to the success or otherwise of any mineral exploration that is conducted either on the properties concerned or by other explorers on prospects in the near environs. The valuation could also be affected by the consideration of other exploration data, not in the public domain, affecting the properties which have not been made available to the author.

In order to form an opinion as to the value of any property, it is necessary to make assumptions as to certain future events, which might include economic and political factors and the likely exploration success. The writer has taken all reasonable care in formulating these assumptions to ensure that they are appropriate to the case. These assumptions are based on the writers’ technical training and experience in the mining industry. The opinions expressed represent the writer’s fair professional opinion at the time of this report. These opinions are not however, forecasts as it is never possible to predict accurately the many variable factors that need to be considered in forming an opinion as to the value of any mineral property.

The valuation methodology of mineral properties is exceptionally subjective. If an economic reserve or resource is subsequently identified then this valuation will be dramatically low relative to any later valuations, or alternatively if further exploration is unsuccessful it is likely to decrease the value of the tenements.

The valuation presented in this document is restricted to a statement of the fair value of the tenement package. The values obtained are estimates of the amount of money, or cash equivalent, which would be likely to change hands between a willing buyer and a willing seller in an arms’ length transaction, wherein each party had acted knowledgeably, prudently and without compulsion. This is the required basis for the estimation to be in accordance with the provisions of the Valmin Code.

It should be noted that in all cases, the fair valuation of the mineral properties presented is analogous with the concept of “valuation in use” commonly applied to other commercial valuations. This concept holds that the properties have a particular value only in the context of the usual business of the company as a going concern. This value will invariably be significantly higher than the disposal value, where, there is not a willing seller. Disposal values for mineral assets may be a small fraction of going concern values.

1.2 Statement of Competence

This report has been prepared by Peter Peebles, a geologist with over 27 years in the industry. The writer holds the appropriate qualifications, experience and independence to qualify as an independent “Expert” under the definitions of the Valmin Code. The writer did not conduct any site visits, as he was already familiar with the areas under consideration.

2.0 Valuation of the Mineral Assets – Methods and Guides

With only exploration potential on the tenements it is very difficult to place a singular dollar value on any mining tenement portfolio. However, with due regard to the guidelines for assessment and valuation of mineral assets and mineral securities as adopted by the

AusIMM Mineral Valuation Committee on 17[th] February, 1995 – the Valmin Code (updated 1999 & 2005) –the estimates listed below have been derived using the appropriate method for the current technical value of the mineral exploration properties as described.

The following ASIC publications have also been duly referred to and considered in relation to the valuation procedure: ‘Regulatory Guidelines’ 111 & 112.

The subjective nature of the valuation task is kept as objective as possible by the application of the guideline criteria of a “fair value”. This is a value that an informed, willing, but not anxious, arms’ length purchaser will pay for a mining (or other) property in a transaction devoid of “forced sale” circumstances.

2.1 General Valuation Methods

The Valmin Code identifies various methods of valuing mineral assets, including:-

Discounted cash flow,
Joint Venture and farm-in terms for arms’ length transactions,
Precedents from similar asset sales/valuations,
Multiples of exploration expenditure,
Ratings systems related to perceived prospectivity,
Real estate value and,
Empirical Method (Rule of thumb or Yardstick approach).

2.2 Discounted Cash Flow/Net Present Value

This method provides an indication of the value of a property with identified resources and/or reserves. It utilises an economic model based upon known resources, capital and operating costs, commodity prices and a discount for risk estimated to be inherent in the project. The discount is subjective according to the valuer’s opinion. The percentages used will vary according to the details of any particular deposit such as grade, waste: ore ratio, metallurgical recovery and other relevant factors. Alternatively a value can be assigned on a royalty basis commensurate with the insitu contained metal value.

Net present value (‘NPV’) is determined from discounted cash flow (‘DCF’) analysis where reasonable mining and processing parameters can be applied to an identified ore reserve. It is a process that allows perceived capital costs, operating costs, royalties, taxes and project financing requirements to be analysed in conjunction with a discount rate to reflect the perceived technical and financial risks and the depleting value of the mineral asset over time. The NPV method relies on reasonable estimates of capital requirements, mining and processing costs.

2.3 Joint Venture Terms

The terms of a proposed joint venture agreement may be used to provide a market value based upon the amount an incoming partner is prepared to spend to earn an interest in part or all of the property. This pre-supposes some form of subjectivity on the part of the incoming party when grass roots properties are involved.

2.4 Similar Transactions

When commercial transactions concerning properties in similar circumstances have recently occurred, the market value precedent may be applied in part or in full to the property under consideration.

2.5 Multiple of Exploration Expenditure

The multiple of exploration expenditure method (‘MEE’) is used whereby a subjective factor (also called the prospectivity enhancement multiplier or ‘PEM’) is based on previous expenditure on a tenement with or without future committed exploration expenditure and is used to establish a base value from which the effectiveness of exploration can be assessed. Where exploration has produced documented positive results a MEE multiplier can be selected that takes into account the valuer's judgment of the prospectivity of the tenement and the value of the database. MEEs can typically range from 0 to 3.0 and occasionally up to 5.0 (where exceptional results are yielded) applied to previous exploration expenditure to derive a dollar value.

2.6 Ratings System of Prospectivity (Kilburn)

The most readily accepted method of this type is the modified Kilburn Geological Engineering/Geoscience Method and is a rating method based on the basic acquisition cost (‘BAC’) of the tenement that applies incremental, fractional or integer ratings to a BAC cost with respect to various prospectivity factors to derive a value. Under the Kilburn method the valuer is required to systematically assess four key technical factors which enhance, downgrade or have no impact on the value of the property. The factors are then applied serially to the BAC of each tenement in order to derive a value for the property. The factors used are; off-property attributes, on-property attributes, anomalies and geology. A fifth factor that may be applied is the current state of the market.

2.7 Empirical Methods (Yardstick – Real Estate)

The market value determinations may be made according to the independent expert’s knowledge of the particular property. This can include a discount applied to values arrived at by considering conceptual target models for the area. The market value may also be rated in terms of a dollar value per unit area or dollar value per unit of resource in the ground. This includes the range of values that can be estimated for an exploration property based on current market prices for equivalent properties, existing or previous joint venture and sale agreements, the geological potential of the properties, regarding possible exploration potential, and the probability of present value being derived from individual recognised areas of mineralisation. This method is termed a “Yardstick” or a “Real Estate” approach. Both methods are inherently subjective according to technical considerations and the informed opinion of the valuer.

2.8 General Comments

The aims of the various methods are to provide an independent opinion of a “fair value” for the property under consideration and to provide as much detail as possible of the manner in which the value is reached. It is necessarily subjective according to the degree of risk perceived by the property valuer in addition to all other commercial considerations. Efforts to construct a transparent valuation using sophisticated financial models are still hindered

by the nature of the original assumptions where a known resource exists and are not applicable to properties without an identified resource.

The values derived for this report have been concluded after taking into account:-

The general geological environment of the property under consideration is taken into account to determine the exploration potential;
Current commodity prices.

2.9 Environmental implications

Information to date indicates that the project areas have not been reviewed by an environmental specialist for their fauna or flora species regarded as being rare, threatened or endangered. This will need to be reviewed.

2.10 Other Claims

No other claims are apparent at this point in time.

2.11 Commodities-Metal prices

Where appropriate, current metal prices are used sourced from the usual metal market publications or commodity price reviews. (eg; “Kitco.com”).

2.12 Resource/Reserve Summary

There are several identified JORC Code compliant resources within the Project tenements. All resources are in the Inferred category and are summarised as follows.

Project	JORC Category	Total Project Resource	Total Project Resource	Total Project Resource
		Tonnes	g/t Au	Oz
Mt Stirling	Inferred	259,750	2.44	20,400
Mt Stirling Well	Inferred	41,250	8.54	11,327

Malcolm	Inferred	48,000	3.72	5,750
Total		349,000	3.34	37,477

Table 1 – Resource Summary

2.13 Previous Valuations

DGS is not aware of any previous valuations on the projects.

2.14 Encumbrances/Royalty

No royalty payments are considered in this valuation.

3.0 Summary of the Various Projects

3.1 Introduction

The tenements over which Cascade has options (which are tabulated as Table 1) are held by various parties. The tenement locations are shown as Figure 1.

==> picture [417 x 416] intentionally omitted <==

Figure 1 – Tenement Location Plan


			Malcolm Project
Tenement	Holder (see note below)	Status	Area Blocks Ha		Grant Date	Expiry Date	Required Expenditure
E37/1076	TJD	Live	3	300	27/04/2011	26/04/2016	$15,000
E37/837	TJD	Live	1	100	12/09/2006	11/09/2013	$15,000
E37/844	TJD	Live	2	200	5/02/2007	4/02/2014	$30,000
M37/475	TJD	Live		120	7/11/1994	6/11/2015	$12,000
P37/6996	TJD	Live		130	20/06/2008	19/06/2016	$5,200
P37/6997	TJD	Live		80	20/06/2008	19/06/2016	$3,200
P37/6998	TJD	Live		170	20/06/2008	19/06/2016	$6,800
P37/6999	TJD	Live		191	20/06/2008	19/06/2016	$7,640
P37/7094	DPL	Live		200	23/10/2008	22/10/2016	$8,000
P37/7095	DPL	Live		185	23/10/2008	22/10/2016	$7,400
P37/7096	DPL	Live		200	23/10/2008	22/10/2016	$8,000
P37/7097	DPL	Live		170	23/10/2008	22/10/2016	$6,800
P37/7098	DPL	Live		195	23/10/2008	22/10/2016	$7,800
P37/7099	DPL	Live		200	23/10/2008	22/10/2016	$8,000
P37/7101	TJD	Live		135	19/11/2008	18/11/2016	$5,400
P37/7102	TJD	Live		90	19/11/2008	18/11/2016	$3,600
P37/7103	TJD	Live		120	19/11/2008	18/11/2016	$4,800
P37/7104	TJD	Live		120	19/11/2008	18/11/2016	$4,800
P37/7105	TJD	Live		85	19/11/2008	18/11/2016	$3,400
P37/8010	JPS	Live		200	12/10/2011	11/10/2015	$8,000
P37/8011	JPS	Live		140	12/10/2011	11/10/2015	$5,600
P37/8012	JPS	Live		110	12/10/2011	11/10/2015	$4,400
P37/8013	JPS	Live		195	12/10/2011	11/10/2015	$7,800
P37/8014	JPS	Live		188	12/10/2011	11/10/2015	$7,520
P37/8015	JPS	Live		150	16/08/2011	15/08/2015	$6,000
P37/8016	JPS	Live		193	16/08/2011	15/08/2015	$7,720
P37/8017	JPS	Live		198	16/08/2011	15/08/2015	$7,920
P37/8018	JPS	Live		113	16/08/2011	15/08/2015	$4,520
P37/8019	JPS	Live		120	12/10/2011	11/10/2015	$4,800
P37/8020	JPS	Live		117	16/08/2011	15/08/2015	$4,680
P37/8034	TJD	Live		98	16/08/2011	15/08/2015	$3,920
P37/8035	TJD	Live		153	12/10/2011	11/10/2015	$6,120
P37/8195	KNPL	Live		102	5/10/2012	4/10/2016	$4,080
P37/7567	RFC 30% TJD 70%	Live		200	30/12/2008	29/12/2016	$8,000
P37/7568	RFC 30% TJD 70%	Live		200	30/12/2008	29/12/2016	$8,000
P37/7569	RFC 30%	Live		150	30/12/2008	29/12/2016	$6,000

	TJD 70%
P37/7570	RFC 30% TJD 70%	Live	188	30/12/2008	29/12/2016	$7,520
P37/7571	RFC 30% TJD 70%	Live	175	30/12/2008	29/12/2016	$7,000
P37/7572	RFC 30% TJD 70%	Live	185	30/12/2008	29/12/2016	$7,400
P37/7573	RFC 30% TJD 70%	Live	175	30/12/2008	29/12/2016	$7,000
P37/7574	RFC 30% TJD 70%	Live	200	30/12/2008	29/12/2016	$8,000
P37/7575	RFC 30% TJD 70%	Live	200	30/12/2008	29/12/2016	$8,000
P37/7854	JPS	Live	99.7	1/07/2011	30/06/2015	$4,000
P37/7855	JPS	Live	121.3	1/07/2011	30/06/2015	$4,880
P37/7856	JPS	Live	121.3	1/07/2011	30/06/2015	$4,880
P37/7857	JPS	Live	118.85	1/07/2011	30/06/2015	$4,760
P37/7858	JPS	Live	117.98	1/07/2011	30/06/2015	$4,720
P37/7859	JPS	Live	104.2	1/07/2011	30/06/2015	$4,200
P37/7860	JPS	Live	121.3	1/07/2011	30/06/2015	$4,880
P37/7861	JPS	Live	121.3	1/07/2011	30/06/2015	$4,880
P37/7862	JPS	Live	121.3	1/07/2011	30/06/2015	$4,880
P37/7863	JPS	Live	103.7	1/07/2011	30/06/2015	$4,160
P37/8074	ES	Live	120	2/05/2013	1/05/2017	$4,800
P37/8075	ES	Live	121	2/05/2013	1/05/2017	$4,840
P37/8073	ES	Live	120	13/06/2012	12/06/2016	$4,800
P37/8225	KNPL	Live	191	16/11/2012	15/11/2016	$7,640
P37/8226	KNPL	Live	191	16/11/2012	15/11/2016	$7,640
P37/8227	KNPL	Live	190	4/12/2012	3/12/2016	$7,600
			8824.9			$396,400

Mt Stirling Project

Mt Stirling Project	Mt Stirling Project	Mt Stirling Project	Mt Stirling Project	Mt Stirling Project	Mt Stirling Project	Mt Stirling Project	Mt Stirling Project
Tenement	Holder (see note below)	Status	Area Blocks Ha		Grant Date	Expiry Date	Required Expenditure
P37/7033	RFC 50% RGM 50%	Live		29	22/09/2008	21/09/2016	$2,000
P37/7172	GAH 50% TJD 50%	Live		30	20/06/2008	19/06/2016	$2,000
P37/7238	RFC	Live		72	30/10/2008	29/10/2016	$2,880
P37/7239	CC 50% RFC 50%	Live		13	30/10/2008	29/10/2016	$2,000
P37/7319	CC 50%	Live		188	30/10/2008	29/10/2016	$7,520

	RFC 50%
P37/7320	CC 50% RFC 50%	Live	185	30/10/2008	29/10/2016	$7,400
P37/7321	CC 50% RFC 50%	Live	193	30/10/2008	29/10/2016	$7,720
P37/7322	CC 50% RFC 50%	Live	192	30/10/2008	29/10/2016	$7,680
P37/7489	RGM 50% RFC 50%	Live	110	18/11/2008	17/11/2016	$4,400
P37/7490	RGM 50% RFC 50%	Live	96	18/11/2008	17/11/2016	$3,840
P37/7491	RGM 50% RFC 50%	Live	105	18/11/2008	17/11/2016	$4,200
P37/7949	RGM 30% GNB 30% TGW 20% RFC 20%	Live	182	1/06/2011	31/05/2015	$7,280
P37/8008	CRL	Live	120	16/08/2011	15/08/2015	$4,800
P37/8009	CRL	Live	115	16/08/2011	15/08/2015	$4,600
P37/8240	RFC 50% RGM 50%	Live	166	27/12/2012	26/12/2016	$6,640
P37/8241	RFC 50% RGM 50%	Live	120	27/12/2012	26/12/2016	$4,800
P37/8242	RFC 50% RGM 50%	Live	172	27/12/2012	26/12/2016	$6,880
P37/8243	RFC 50% RGM 50%	Live	168	27/12/2012	26/12/2016	$6,680
			2256			$93,320

Table 2 – Tenement Schedule

Holders

The tenements set out above are registered in the name of Cascade Resources Ltd and various other holders.

Under the terms of the various agreements Cascade has options over 100% of Taurus, Mt Stirling Well, Rabbit Warren Sth and Mt Keith, and 51% of the balance of the Malcolm Project and 51% of Mt Stirling. With respect to the balance of the Malcolm Project and Mt Stirling, Cascade can earn from 51% to 90% by spending required sums under the terms of various Joint Venture Agreements

Key to	Holders:
CC	Christopher Crew
CRL	Cascade Resources Ltd
DPL	Drylands Pty Ltd
ES	Emma Sullivan
GAH	Graham Alfred Hawks
GNB	Glen Neil Biggs
JPS	James Paul Sullivan
KNPL	Kazoo Nominees Pty Ltd
RGM	Russell Geoffrey McKnight
RFC	Ross Frederick Crew
TGW	Thomas Geoffrey Williams
TJD	Trevor John Dixon

3.2 Geological Setting and Mineralisation

The tenements are all located within the Norseman-Wiluna Greenstone Belt. This belt consists of a series of deformed and metamorphosed mafic, ultramafic and sedimentary rocks of Archaean age.

4.0 Projects

NOTE: In all tables that tabulate drilling results, it must be clearly stated that these tables show only those intersections which are greater than 1g/t Au, as these results more clearly define the extent of potential economic gold mineralisation.

4.1 Mt Stirling Project

4.1.1 Introduction and Location

The Mt Stirling Project is located 40km northwest of Leonora within the Mt Malcolm district of the Mt Margaret Mineral Field. The Project lies some 8km NW of the Tarmoola Gold Mine, which has produced in excess of 1 million ounces of gold at an average grade of approximately 2.00 g/t. Current unmined resources are 1.843 million tonnes at an average grade of 6.35 g/t Au (ASX:SBM 30 June Resource and Reserve Statement, 22 August 2013).

==> picture [417 x 389] intentionally omitted <==

Figure 2 - Mt Stirling Project Geology and Drilling

4.1.2 Regional Geology

The area is covered by extensive basalt outcrop sub crop with minor areas of alluvial cover. The basalt is gently north-dipping and can be divided into predominantly massive basalts in the west and pillowed, variolitic basalts in the east. The massive basalts have been intruded by the Mt Stirling monzogranite, parts of which outcrop on the tenements.

The project area is located in the hinge zone of the gently north-plunging Tarmoola anticline. The greenstone sequence is suggested to overlie a major detachment fault separating a granite gneiss complex (Leonora Batholith) from the overlying greenstones. This detachment fault hosts the (7.2 million ounce) gold deposit at Leonora (Sons of Gwalia).

In the west of the Project Area are massive predominantly unaltered basalts intruded by the Mt Stirling syenogranite-monzogranite. In the east is a succession of variolitic, pillowed high Mg basalts that contain differentiated dolerite/gabbro sills. These two basalt lithotypes are divided by a central shear zone which trends ~310-330º and consists of chlorite ± tremolite/actinolite schist with narrow quartz veins. Widely spaced sinistral shear bands trending 300-320º overprint the main foliation within the shear zone. Some quartz veins are conformable with the sinistral movement indicated by the shear bands. The main, well

developed, steep (65-80º) east-dipping fabric locally contains a well-developed sub horizontal mineral lineation. Some minor chlorite, silica and pyritic alteration is observed within the shear zone.

The Mt Stirling granitoid outcrops in the northeast corner of P37/8008. Finer grained phases are present on the pluton margins especially in the east. Extensive millimetre to centimetre scale quartz veining is present with sericite-muscovite-epidote-pyrite alteration selvages adjacent to many veins. Alteration however is not pervasive and only associated with veining. Multiple quartz vein sets occur as local stockwork arrays. Numerous felsic dykes and plugs are observed throughout the area with most dykes trending broadly north (340030º), with less common dykes trending broadly east-west. Some of the dykes may be associated with deeper intrusive bodies which are interpreted to exist from aeromagnetic/gravity data.

4.1.3 Previous Exploration

Tern Minerals NL (1983-1994) carried out soil sampling and RAB drilling over selected tenements. Results were predominantly low order. Seven hundred and ninety nine shallow RAB holes were completed for geochemical sampling on an 800 x 40m grid and 371 soil samples (sieved to -2mm) were taken from the surface where RAB drilling was impracticable.

Four RAB holes (CT18-21) tested a northwest-trending anomaly defined from the soils. The maximum value recorded in the drilling was 0.11g/t Au.

Dominion Mining (1991-1993) carried out lag sampling over most of the tenements. Approximately 250 samples were taken with a maximum gold value of 770ppb being recorded. Dominion also drilled 17 RC holes (for 700 metres) and conducted mapping and selective rock chip sampling with 6.82 g/t Au being recorded adjacent to an old shaft.

In 1998 North Ltd drilled 11 RC holes for 1150 metres.

Hole ID	E GDA94	N GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au g/t
CRC010	308679	6837323	180	-60	35	16	18	2	1.34
CRC014	308537	6837510	190	-60	48	42	44	2	2.64
		and				14	23	9	4.28
		includes				15	17	2	13.20
CT025	306902	6837414	240	-60	54	40	47	7	2.79
		includes				40	41	1	11.80
CT027	308680	6837155				3	4	1	2.08
CT036	306846	6837459	240	-60	44	30	34	4	1.67
CT037	306832	6837446	240	-60	40	8	10	2	4.29
CT042	306758	6837605	240	-60	20	3	4	1	4.86
CT050	306944	6837331	240	-60	36	6	12	6	1.76

MSRC001	308617	6838571	240	-60	40	106	108	2	48.00
		and				127	128	1	2.80
		and				138	139	1	1.25
MSRC002	308636	6838547	240	-60	40	115	119	4	2.09
MSRC0024	307275	6837142	240	-60	144	32	36	4	5.30
SRC004	306972	6837294	240	-60	26	3	7	4	1.35
SRC005	306979	6837300	240	-60	38	0	5	5	2.16
		and				11	19	8	1.54

Table 3 - Drill Intercepts >1g/t Au Mt Stirling Project – Mt Stirling Prospect

Hole ID	E GDA94	N GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au g/t
MSRC001	308617	6838571	0	-60	40	26	27	1	1.06
MSRC002	308636	6838547	0	-60	40	16	18	2	13.50
MSRC003	308650	6838597	0	-60	25	14.5	15	0.5	Stope
		and				20	21	1	1.30
MSRC004	308675	6838564	0	-60	41	23.5	25	1.5	Stope
		and	0	-60		25	26	1	Stope
MSRC008	308691	6838680	0	-60	25	14	17	3	1.06
MSRC009	308716	6838647	0	-60	38	27	29	2	26.90
MSRC009		includes				27	28	1	52.00
MSRC010	308741	6838614	0	-60	47	40.5	41.5	1	Stope
		and	0	-60		41.5	42	0.5	1.20
MSRC011	308766	6838581	0	-60	70	47	49	2	8.28
		includes				47	48	1	15.00

Table 4 - Drill Intercepts >1g/t Au Mt Stirling Project-Mt Stirling Well Prospect

4.1.4. Mineralisation

There are 2 distinct styles of mineralisation:

a. Mt Stirling Well . Here the gold mineralisation is contained within flat lying (approx. 1020[o] ) quartz veining wholly enclosed within a granite host and is characterised by disseminated pyrite and trace copper mineralogy. Silicification is the dominant alteration assemblage with lesser sericitic and haematitic alteration.

b. Mt Stirling . The gold mineralisation at Mt Stirling is contained within an axial plane shear which has a steep easterly dip and is in the order of 10 metres in width. The shear is characterised by chlorite, carbonate and pyritic alteration within metabasalts. Gold mineralisation is associated with quartz veining within the shear.

==> picture [417 x 257] intentionally omitted <==

Figure 3 - Mt Stirling Well Cross Section

==> picture [417 x 388] intentionally omitted <==

Figure 4 - Mt Stirling Prospect Cross Section

4.2 Malcolm Project

4.2.1 Introduction

The tenement group is located some 15 kilometres east of Leonora centred on the old Malcolm Township area. Access is via the Leonora-Laverton Road and station tracks. The tenements occur on part of the Leonora Common Reserve and Melita Station in the Mt Margaret Mineral Field.

4.2.2 Geology

The Leonora district generally has a subdued topography with deep weathering and is often covered with aeolian sand and red brown lacustrine clays which range in depth from a few metres to approximately 40m. Lacustrine clays commonly contain maghemite.

Areas of outcrop and sub crop contain a thin patchy veneer of pisolitic red brown soil which constitutes part of an erosional regime. The area separating lake sediments and outcrop tends to be covered with several metres of stratified red brown manganiferous soils, which are also pisolitic and constitute part of the depositional regime. The latter is commonly known as “Wiluna Hardpan”.

The dominant rock type in this area contains a succession of north-northwest-trending greenschist facies basalt, intrusive fine to medium-grained dolerite and feldspar phyric dolerite, black shale, siltstone, grits and medium-grained greywacke of Archaean age.

Minor quartz-feldspar-porphyry dykes are located within a shear zone. Siliciclastics and carbonaceous sediments are confined to north-northwest trending intracratonic basins or grabens measuring some 1 to 2 kilometres in strike and 1 to 5 kilometres in width. These rifts are subsidiary structures located to the west of the major Pig Well Graben (90 km in strike and several km in width).

To the west a succession of dacitic to andesitic tuffs, breccias and lavas, feldspathic sediments, basalt, dolerite and cross-cutting granodiorite porphyry occur. Lesser chert and ferruginous sediments are possibly the weathering product of black shales or represent silicified dacite or andesite.

Shallow (10-40º) to moderately (40-60º) east or north-dipping extensional faults (lags) and lesser thrusts record the earliest deformation event and are responsible for regional stratigraphic trends within Leonora District. The western margin of the Pig Well Graben, or Keith-Kilkenny Lineament, is characterised by linear north-northwest trending, steeply eastdipping structure and stratigraphy. The area extending west of the Keith-Kilkenny Lineament, including the area of the tenement group, is marked by curvilinear fault traces, rapid variation in dip of foliation (from shallow (10-40º) to steep (>70º)), disrupted stratigraphy due to the development of a number of fault sets (northwest, north-northwest, northerly and northeast-trending) and variability in fold style from open to isoclinal.

Shear or fault zones are marked by penetrative foliation, rapid changes in the strike and/or dip of foliation and quartz vein development. North-trending faults appear to be late in the overall deformation history as they truncate fold axes and other fault sets. Shears or fault zones are persistent for hundreds of metres in strike and range in width from 5m to 150m. Some shear zones are crosscut by the later regional foliation and are therefore likely to have formed relatively earlier in the deformation history (e.g. Richmond Gem Shear). Asymmetrical kink bands, sigmoidal quartz-carbonate veinlets and right stepping shear development indicate a right lateral sense of movement along north-trending and northwest-trending fault sets. Quartz within these shears occurs as veins, veinlets or boudins. Numerous pits and shafts occur within the tenement group. Most prospects

appear to have exploited high grade (>20g/t gold) portions of quartz veins and did not pursue other styles of gold mineralisation.

==> picture [474 x 335] intentionally omitted <==

Figure 5 - Malcolm Tenements and Geology (with previous mining activity shown

as black dots)

==> picture [416 x 598] intentionally omitted <==

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

Malcolm Dam
----- End of picture text -----

Figure 6 - Malcolm Project Geology, and Drilling .

4.2.3 Previous Exploration

Past exploration within this area has been superficial. Only minor work has been carried out in the vicinity of old gold workings. No exploration has been conducted beneath lake sediments in the southern half of the tenement group.

Ninety nine angle RAB holes for 4,288m were drilled either to follow up some geochemical anomalies or beneath old workings. Gold mineralisation at the Pacific prospect is associated with strongly carbonated, sericitic and quartz veined basalt. The gold mineralisation is generally of a low order (<0.2g/t).

RAB holes at the Malcolm Dam prospect intersected significant gold anomalism associated with sericite-quartz-pyrite alteration within sheared andesite fragmentals adjacent to relatively more competent andesite lava flows. Gold mineralisation is localised within high grade shoots which plunge shallowly (30º) to the north parallel to the mineral lineation within shallow (10-40º) northerly-dipping extensional shears.

The most consistent grouping of holes which contain elevated gold values were drilled on the Malcolm Dam prospect 100m south of a previous line of RAB drilling which intersected relatively strong gold anomalism (2m @ 10.40 g/t Au and 8m @ 1.30 g/t Au). Although gold assay results for the latest phase of drilling are not of the same intensity as those drilled previously, they do indicate (along with gold anomalism of similar tenor 100m north) the possibility of a lower grade gold halo. In most instances these zones appear to be associated with quartz veining, where elevated gold values occur in strongly weathered andesite at relatively shallow depths. There remains a possibility of higher grade gold intercepts at depth along an interpreted NE trending zone of mineralisation. Deeper drilling may be warranted to ascertain the extent of quartz veining and/or the possibility of a primary source for the gold mineralisation.

==> picture [373 x 248] intentionally omitted <==

Figure 7 - Malcolm Dam East Prospect Drill Section

4.2.4 Mineralisation

Gold mineralisation is hosted by northwest, north-northwest and east-west trending shear zones and is typically associated with quartz, iron carbonate, iron chlorite and sericite alteration and variable (minor to 5%) pyrite and arsenopyrite mineralisation.

The mineralised portions of shear zones tend to occur on the contact or close to a contact between two lithologies. For example, gold mineralisation is located on the contact between basalt and dolerite or is located within basalt close to the basalt-dolerite contact at the Dumbarton prospect. At the Caribbean prospect, gold mineralisation is located within black carbonaceous shales on the contact with carbonaceous grits, sandstone or conglomerate. Lithological contacts are important because they tend to be zones of transposition of bedding into foliation and are also zones of relatively higher rheological contrasts. The left or right stepping flexures in shears, zones of shear zone bifurcation or shear zone width also appear to play an important role on the distribution of gold mineralisation within shear zones.

Gold mineralisation can also be associated with quartz-sericite-pyrite-silica altered dacitic to andesitic fragmentals that are coincident with shallow north-plunging quartz boudins or “chert” boudins within shallow north or moderately east-dipping extensional (lag) shears. The “chert” boudins represent pipes of silicified pyritic dacite or andesite.

Hole	E GDA94	N GDA94	Azimuth	Dip	EOH (m)	From (m)	To (m)	Interval (m)	Au g/t
MSR145	353388	6797158	270	-60	64	4	12	4	2.30
MSR310	353737	6794658	0	-90	74	12	16	4	1.00
MSR345	348987	6802958	270	-60	56	40	48	8	1.31
MSR344	348937	6802958	270	-60	60	32	36	4	10.00
MSR185	354887	6798158	270	-60	42	4	20	16	3.75
MSR188	354767	6798458	270	-60	40	12	16	4	1.16
MSR197	354212	6799173	270	-60	26	12	16	4	2.60
MSR218	354692	6798333	270	-60	22	0	4	4	1.40
MSR220	354677	6797958	270	-60	68	12	16	4	1.25
MSR242	354977	6798008	270	-60	36	12	16	4	1.55
MSR243	354912	6798108	270	-60	26	8	12	4	1.55
MSR282	354937	6796033	270	-60	80	44	48	4	7.00
MSR305	355037	6796033	270	-60	65	48	56	8	1.33
MRC053	349127	6802898	270	-60	35	17	21	4	5.01

MRC054	349122	6802906	270	-60	41	25	27	2	1.34
MRC055	349117	6802914	270	-60	37	15	27	12	2.38
MRC057	349092	6802927	180	-60	27	15	19	4	1.12
MRC067	349135	6802903	270	-60	45	29	37	8	3.17
MRC070	349098	6802891	0	-90	30	11	13	2	1.80
		and				27	29	2	2.28
MDRC001	349160	6802975	262	-60	63	32	34	2	1.23
MDRC004	349116	6802901	260	-60	32	8	24	16	1.63
MDRC007	349108	6802943	260	-60	38	30	32	2	1.36

Table 5 - Drill Intercepts >1g/t Au Malcolm Project – Malcolm Dam Prospect

5.0 VALUATION

When arriving at the most suitable method for a realistic valuation of the tenements, the discounted cash value could be eliminated as there are no reserves within the project area. However, there are known and quantified resources which will have a value. To obtain a realistic value of the in-situ resources, a relevant dataset was sourced which reviewed transactions that have occurred since the beginning of 2012 and in particular since the middle of 2013 where the gold price has typically been below $US1,400/ounce. From these, resources interpreted to be similar to those of the subject of this valuation were selected. The prices paid/ounce for projects of similar gold ounces have been in the range of $4 to $60/ounce. Given that all the defined resources are in the “Inferred” category, a range of $8 to $20/ounce has been chosen, with a preferred value of $14/ounce.

Deposit		Value (AUD)
	Lower	Upper	Preferred
Mt Stirling (51%)	$83,200	$208,100	$145,700
Mt Stirling Well (100%)	$90,600	$226,500	$158,600
	$173,800	$434,600	$304,300

Valuation Based On Mineral Resources

Note that the resource for the Malcolm Project (see Section 2.12) is not included as the resource is considered to be not a significant part of the overall resources and the Malcolm project has been valued by a different method.

There are no joint ventures outside of those within the various option agreements that apply to the tenements and thus this method was deemed not suitable.

Previous tenement sales were researched, but there was such a wide range of values/unit of area, that it was deemed an inappropriate method of valuation given the wide range of tenement locations and geological settings.

Multiple Exploration Expenditure was not deemed appropriate as in recent times, only metal detecting was carried out.

The Ratings System of Prospectivity (Kilburn) was chosen to be an appropriate method for the estimation of the value of the Malcolm Project, which was divided into 5 smaller projects (see Figure 9) based on location and differing geology. Also, the Kilburn method was deemed appropriate to value the exploration potential of the remaining projects in those parts of the tenements away from the areas which have defined resources. In determining the exploration potential, the following was considered:

Relatively low historic production
Very limited and relatively shallow drilling
Many of the tenement are granted mining leases
Limited modern exploration with many targets not adequately tested.

This gave a range of a Lower estimate of $549,200 to an Upper estimate of $3,380,800, with a preferred estimate of $1,965,000. Thus a total valuation estimate for all the projects, taking into account the varying interests (from 51% to 100%) is:

Mineral Assets	Lower	Value (AUD) Upper	Preferred
Mineral Resources	$173,800	$434,600	$304,300
Exploration Potential	$549,200	$3,380,800	$1,965,000
TOTAL	$723,000	$3,815,400	$2,269,300

==> picture [108 x 48] intentionally omitted <==

18[th] November 2014

Bibliography

BRIGDEN, J.F. & SEYMOUR, A., 1993: Project Report. Mt George, for the year to 31 October 1992. Sons of Gwalia Ltd. West Perth, WA.

CAHILL L.G., 1989. Mt Margaret Mineral Field mining lease M37/175, Leonora SH 51-1; annual report to the mines department 30.8.88 to 29.8.89. (Unpublished) 1989.

CAMERON, G.D., 1993. Germatong Joint Venture Project, Annual Report for the Period 17 June 1992 – 16 June 1993; Sons of Gwalia Ltd.

CASTLE, M.J., Feb 1986. Annual Report, Germatong; Period 28/2/85 to 28/2/86 P37/886-888, 890 and M37/48; Esso.

CHELLOW, J.A., Feb 1987. Annual Report, Germatong; Period 28.2.86 to 28.2.87 P37/886-888, 890 and M37/48; Esso.

CITY RESOURCES, 1988. Annual Report Germatong; Period 28/2/87 to 28/2/88 M37/48, P37/886-890.

CITY RESOURCES, 1989. Annual Report, Germatong; Period 1/7/88 to 30/6/89 M37/48.

DAVIS, G., 1992. Malcolm Project, Leonora, WA. E37/225, 302, PLs 37/3494, 3509, 3515, 3545, 3559, 3590-91, 3606, 3704, 3977-78, 4081, 4101-02, 4275, 4300-02, 4374, 4534, 4622. Technical Report November 1992-November 1993. Jubilee Gold Mines NL Annual Report.

FITTON. M. J. 1997 Gudda Resources. Geological Report on Leonora Area Properties. (Al Maynard and Associates).

FROUD Jason (Optiro), May 2014. Kin Mining NL. Independent Valuation on the Leonora Gold Project

GOWER C F., 1976. Laverton, Western Australia. West. Aust.Geol.Survey1:250,000 Geol. Series Explan. Notes.

HALLBERG, J.A.1985 Geology and Mineral Deposits of the Leonora-Laverton area, Northeastern Yilgarn Block, Western Australia: Perth, Hesperian Press Australia.

JOHNSON, D., Jan 1990. Annual Report, Germatong 1989; P37/1939; Asarco Australia Ltd.

KELLY L.F., 1954. List of Cancelled Gold Mining Leases. Western Australia Department of Mines. Reprinted 1980.

LESH, R.H., Feb 1984. Annual Report, Germatong 1983; P37/760, 761-763; Esso.

LESH, R.H., May 1985. Annual Report, Germatong; Period 29/2/84 to 28/2/85 P37/886-888, 890; Esso.

MACKAY & SCHNELLMANN PTY LTD, 1988. Reverse Circulation Drilling Programme, Great Northern Prospect, Western Australia. Melita Mining NL Progress Report.

MCKENNA D., 1987. Annual Report on P37/1134 Mt Stirling; prepared by Douglas McKenna and Partners Pty Ltd for Coopers Resources NL. (Unpublished) 1987.

PEEBLES Peter, 2013, Independent Geologists Report for Cascade Resources Ltd (Unpublished).

PEEBLES Peter 2014. Resource Report for Cascade Resources Ltd (Unpublished)

PIESTRZENIEWICZ R.F., 1984. Geological report on the Mt Stirling Prospect, Mt Margaret mineral field Western Australia; prepared by Ray F. Peistrzeniewicz and Associates for Phoenix Oil and Gas NL. (Unpublished) 1984.

PIESTRZENIEWICZ R.F., 1986. Report on a preliminary rotary/percussion drilling program, Mt Stirling Prospect, Mt Margaret Mineral Field Western Australia; prepared by Ray R. Piestrzeniewicz and Associates for Coopers Resources NL. (Unpublished) 1986.

RICHARDSON S., 1992. Report on exploration activity at the Mt Stirling prospect M37/175 from 27 March 1992 to August 1992. Dominion Mining Ltd (Unpublished) 1992.

SAMPSON, P.G., 1990. Ashton Gold (WA) Ltd, Annual Report 1989, Malcolm Nova Project M37/1388 and M37/139.

SLIGO N K 1980. Mates and Gold. Hesperian Press, Carlisle, Wester Australia.

St BARBARA Ltd, 2010, June 2010 ORE RESERVES AND MINERAL RESOURCES STATEMENTS.

TAYLOR, G.J., 1995. Annual Report, Malcolm South Joint Venture, Leonora Project, for the year ended 30 November 1995. North Limited Annual Report.

TAYLOR, G.J., 1996. Annual Mineral Exploration Report on the Malcolm South Join Venture Tenements, Leonora Project, for the period 1 December 1995 to 30 November 1996. Due on 30 January 1997. North Limited Annual Report.

THOM R. & BARNES R.G., 1977. 1:250 000 geological series – explanatory notes, Leonora, Western Australia, sheet SH/51-1 International index. Bureau of Mineral Resources, Geology & Geophysics, 1976.

WILKINSON D., 1995. Register of Australian mining 1994/5. Resource Information Unit Ltd, Perth, Western Australia. 1995.

WILLIAMS, P.R., NISBET, B.W. AND ETHERIDGE, M.A. 1989. Shear zones, gold mineralisation and structural history in the Leonora district, Eastern Goldfields Province, Western Australia Australian Journal of Earth Sciences Vol. 36 pp. 383-403.

ASX Release: Conditional Acquisition of Options Over Gold Tenements, Torian Resources Ltd, 10[th] June 2014.

Glossary of Terms

lossary of Terms
Adamellite	A variety of granite
Aeromagnetic Survey	Data collected about the earth's magnetic field from an aircraft
Aircore (AC)	A method of rotary drilling in which rock chips are brought to the surface inside drill rods, thus
	reducing the potential for contamination of samples: usually restricted to softer rocks.
Alluvium	Transported detrital material which has been deposited by wind, moving water
Alteration	A zone within a rock that has undergone physical or chemical changes
Amphibolite	A metamorphic rock consisting mainly of amphibole and feldspar - usually derived from a
	mafic rock
Andesite	Fine grained intermediate extrusive igneous rock
Anomaly	A value that is either higher or lower than the expected average
Anticline	A fold in the form of an arch
Archaean	An era of geologic time - older than 2,500 million years
Arsenopyrite	Iron arsenic sulphide
Au	Chemical symbol for gold
Basalt	A fine grained mafic rock derived from the cooling of lava at the earth's surface
Batholith	A large intrusive igneous body
BIF	Banded Iron Formation
BLEG	Bulk Leach Extractable Gold
Boudins	Structure arising from tensional forces by stretching.
Breccia	A rock in which the clasts are angular rock fragments
Chalcopyrite	Copper iron sulphide - an important ore of copper
Chert	Fine grained sedimentary rock consisting of microcrystalline silica
Colluvium	Weathered material transported by gravity
Conglomerate	Coarse grained sedimentary rocks in which the clasts are well rounded.
Contact	The boundary between two rock types
Costean	A shallow trench dug to expose material beneath the surface cover
Dacite	Fine grained felsic intrusive
Dip	The angle at which a rock layer or feature is inclined from the horizontal
Diorite	Coarse grained intermediate intrusive igneous rock
Dolerite	A mafic igneous rock that has resulted from the cooling of magma beneath the earth's surface
Dollied	Hand crushed
Dunite	An ultramafic igneous rock consisting almost entirely of olivine
Dyke	A tabular igneous intrusion that cuts across pre-existing rocks
Dwt	Penny-weight - 1 dwt is approximately 1.5 grams
Eluvium	Weathered material that is at, or near its point of formation
Epiclastic	A sedimentary rock made of clasts (for example, a sandstone)
Fault	A feature in rocks in which observable displacement has taken place
Felsic	An igneous rock which has a high proportion of light coloured minerals
Fold	A flexure in rock layers
Foliation	Parallel orientation of platy minerals
g/t	Grams per tonne (1 g/t = 1 ppm)
Gabbro	Coarse grained mafic igneous intrusive rock
Galena	Lead sulphide - an important ore of lead
Gneiss	Metamorphic rocks which display coarse banding.
Graben	Downthrown block between 2 parallel faults

Granite	A coarse grained felsic rock consisting of quartz, feldspar and some mica
Granitoid	Granite like
Granodiorite	A granite with a lower silica content
Greenschist	A type of alteration developed at high pressures and low temperatures
Greenstone	A term applied to rocks characterised by greenschists facies metamorphism
Greywacke	A sedimentary rock consisting of poorly sorted fragments and angular clasts
Hardpan
	A layer of strongly cemented material occurring in alluvial sediments, often at the surface
Igneous	Rocks formed from the cooling and consolidation of molten rock material
Intermediate	An igneous rock that contains a mixture of felsic and mafic minerals
Intrusives	A body of igneous rock which invades older rocks
IP	Induced Polarisation-a geophysical technique used to identify sulphide deposits
Isoclinal Fold	A fold in which the limbs are nearly parallel
Lacustrine	Formed in lakes
Laterite	Highly weathered material rich in secondary oxides of iron and/or aluminium
Lineament	A large scale lineal feature which expresses itself as a topographical feature
Lithology	Rock type
Jarosite	A secondary mineral rich in iron found as coatings on ferruginous ores
Mafic	An igneous rock type that is dark in colour and consists essentially of minerals rich in iron and
	magnesium
Maghemite	A magnetic iron mineral generally found on the surface and formed from the weathering of
	magnetite
Metabasalt	Metamorphosed basalt
Metadolerite	Metamorphosed dolerite
Metamorphism	Alteration of rocks and minerals by combinations of heat, pressure and circulating fluids
Metasediment	Metamorphosed sedimentary rock
	The process and concentration of minerals within a rock which may be of economic
Mineralisation	significance
Monzogranite	A granite with equal amounts of orthoclase and plagioclase feldspars
Mullock	Discarded rock material from mining operations - synonymous with waste
Pelites (Pelitic)	Metamorphosed fine grained sedimentary rocks
Peridotite	An ultramafic igneous rock consisting of olivines and pyroxenes
Ppb	Parts per billion
Porphyry	An intrusive igneous rock containing large crystals in a fine groundmass
Proterozoic	An era of geologic time - between 570 and 2,500 million years ago
Pyrite	“Fool’s gold" - iron sulphide
Reverse Circulation	A method of rotary drilling in which rock chips are brought to the surface inside drill rods, thus
(RC)	reducing the potential for contamination of samples.
Rotary Air Blast (RAB)	A method of rotary drilling in which rock chips are brought to the surface outside the drill
	rods. RAB drilling is designed for shallow, low cost drilling of soft rocks
Schist	A metamorphic rock with sub-parallel platy or mica related minerals
Sericite	A fine mica formed by metamorphism
Serpentinite	An altered ultramafic rock
Shear Zone	A generally linear zone of stress along which deformation has occurred
Sill	An igneous intrusion which runs parallel to pre-existing bedding
Sphalerite	Zinc sulphide - an important ore of zinc
Stock	A roughly circular intrusion

Stockwork	A network of (usually) quartz veinlets produced during pervasive brittle fracture
Stope	An underground opening from which ore has been removed
Strafiform	Occurring parallel to rock strata and deposited at the same time
Strike	Horizontal trend or direction of a geological feature
Structure	A feature produced from the deformation or displacement of rocks (eg fault)
Supergene	Secondary enrichment involving the remobilisation and replacement in near surface
	environments
Syenite	A coarse grained intermediate igneous rock
Syncline	A fold in the form of a trough
Syntectonic	A tectonic event occurring at the same time as another geological event
Tectonic	Relating to structures/forces associated with large features within the earth's crust
Tertiary	Younger than 65 million years ago
Tholeiite	A variety of basalt
Thrust	A low angle fault
Tonalite	Similar to Diorite
Tremolite	A variety of amphibole usually found in metamorphic rocks
Tuff	A rock formed from the consolidation of volcanic ash and dust
Ultramafic	Igneous rocks which contain a large proportion of mafic minerals and high in iron and
	magnesium
VMS	Massive sulphide deposits of volcanic origin (Volcanogenic Massive Sulphides)
Volcanic	Collective term for extrusive igneous rocks
Volcaniclastic	Sediments consisting of material derived from volcanic eruptions

PROXY FORM

TORIAN RESOURCES LIMITED ACN 002 261 565

Sub Register HIN / SRN

GENERAL MEETING

I/We

of: being a Shareholder entitled to attend and vote at the Meeting, hereby appoint: Name: OR: the Chair of the Meeting as my/our proxy.

or failing the person so named or, if no person is named, the Chair, or the Chair’s nominee, to vote in accordance with the following directions, or, if no directions have been given, and subject to the relevant laws as the proxy sees fit, at the Meeting to be held at 12:30 pm, on 27 February 2015 at Room 5, Australian Institute of Company Directors Business Centre & Member Lounge, Level 1, 20 Bond Street, Sydney NSW 2000, and at any adjournment thereof.

The Chair intends to vote undirected proxies in favour of all Resolutions in which the Chair is entitled to vote.

Voting on business of the Meeting	Voting on business of the Meeting	FOR	AGAINST	ABSTAIN
Resolution 1	Change in nature and scale of activities
Resolution 2	Consolidation of capital
Resolution 3	Capital raising
Resolution 4	Transaction with Cascade Resources Limited
Resolution 5	Issue of Shares – Unrelated party project vendor consideration
Resolution 6	Issue of Shares – Related party project vendor consideration
Resolution 7	Issue of Shares on conversion of debt

Please note : If you mark the abstain box for a particular Resolution, you are directing your proxy not to vote on that Resolution on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

If two proxies are being appointed, the proportion of voting rights this proxy represents is:

Signature of Shareholder(s): Individual or Shareholder 1 Shareholder 2 Shareholder 3 Sole Director/Company Secretary Director Director/Company Secretary Date: Contact name: Contact ph (daytime): Consent for contact by e-mail E-mail address: in relation to this form: YES NO

Instructions for completing Proxy Form

1.

( Appointing a proxy ): A Shareholder entitled to attend and cast a vote at the Meeting is entitled to appoint a proxy to attend and vote on their behalf at the Meeting. If a Shareholder is entitled to cast 2 or more votes at the Meeting, the Shareholder may appoint a second proxy to attend and vote on their behalf at the Meeting. However, where both proxies attend the Meeting, voting may only be exercised on a poll. The appointment of a second proxy must be done on a separate copy of the Proxy Form. A Shareholder who appoints 2 proxies may specify the proportion or number of votes each proxy is appointed to exercise. If a Shareholder appoints 2 proxies and the appointments do not specify the proportion or number of the Shareholder’s votes each proxy is appointed to exercise, each proxy may exercise one-half of the votes. Any fractions of votes resulting from the application of these principles will be disregarded. A duly appointed proxy need not be a Shareholder.

( Direction to vote ): A Shareholder may direct a proxy how to vote by marking one of the boxes opposite each item of business. The direction may specify the proportion or number of votes that the proxy may exercise by writing the percentage or number of Shares next to the box marked for the relevant item of business. Where a box is not marked the proxy may vote as they choose subject to the relevant laws. Where more than one box is marked on an item the vote will be invalid on that item.

3. ( Signing instructions ):

( Individual ): Where the holding is in one name, the Shareholder must sign.
( Joint holding ): Where the holding is in more than one name, all of the Shareholders should sign.
( Power of attorney ): If you have not already provided the power of attorney with the registry, please attach a certified photocopy of the power of attorney to this Proxy Form when you return it.
( Companies ): Where the company has a sole director who is also the sole company secretary, that person must sign. Where the company (pursuant to Section 204A of the Corporations Act) does not have a company secretary, a sole director can also sign alone. Otherwise, a director jointly with either another director or a company secretary must sign. Please sign in the appropriate place to indicate the office held. In addition, if a representative of a company is appointed pursuant to Section 250D of the Corporations Act to attend the Meeting, the documentation evidencing such appointment should be produced prior to admission to the Meeting. A form of a certificate evidencing the appointment may be obtained from the Company.
( Attending the Meeting ): 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.
( Return of Proxy Form ): To vote by proxy, please complete and sign the enclosed Proxy Form and return by:
(a) post to Torian Resources Limited, Unit 12, 263-269, Alfred Street, North Sydney, NSW 2060 or P.O Box 383 North Sydney, NSW 2059; or
(b) email to the Company at [email protected],

so that it is received not less than 48 hours prior to commencement of the Meeting.

AI assistant

GOLDARC RESOURCES LIMITED — Proxy Solicitation & Information Statement 2015

64961_rns_2015-01-26_bc91d3d3-f0f6-4191-9194-1987c68de5e9.pdf

TORIAN RESOURCES LIMITED

NOTICE OF GENERAL MEETING

CONTENTS

Time and place of Meeting

Your vote is important

Voting eligibility

Voting in person

Voting by proxy

Proxy vote if appointment specifies way to vote

Transfer of non-chair proxy to chair in certain circumstances

BUSINESS OF THE MEETING

AGENDA

1. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

2. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

3. RESOLUTION 3 – CAPITAL RAISING

4. RESOLUTION 4 – TRANSACTION WITH CASCADE RESOURCES LIMITED

5. RESOLUTION 5 – ISSUE OF SHARES – UNRELATED PARTY PROJECT VENDOR CONSIDERATION

6. RESOLUTION 6 – ISSUE OF SHARES – RELATED PARTY PROJECT VENDOR CONSIDERATION

7. RESOLUTION 7 – ISSUE OF SHARES ON CONVERSION OF DEBT

By order of the Board

Sunil Dhupelia Executive Director

EXPLANATORY STATEMEN T

1. CONDITIONAL RESOLUTIONS

2. BACKGROUND TO THE PROPOSED ACQUISITION

2.1 Details of the Acquisition

2.2 Details of the Projects

Notes:

Mt Stirling Project

Malcolm Project

2.3 Details of the Acquisition Agreements and joint venture agreements

100% Projects

51% Projects

Joint Venture Agreements

2.4 Competent person’s statement

2.5 Pro forma capital structure

2.6 Pro forma balance sheet

2.7 Indicative timetable

2.8 Additional risk factors

(a) Contractual risk

(b)

Resource estimates

(c)

Additional requirements for capital

(d)

Potential for significant dilution

(e) General risks

(f)

Investment speculative

2.9 Disclosure of Interests

2.10 Advantages of the Acquisition

2.11

Disadvantages of the Acquisition

2.12 Intentions if Acquisition is not approved

2.13 Director’s recommendation

3. RESOLUTION 1 – CHANGE TO NATURE AND SCALE OF ACTIVITIES

3.1 General

3.2 Legal requirements

4. RESOLUTION 2 – CONSOLIDATION OF CAPITAL

4.1 Background

4.2

Legal requirements

4.3 Fractional entitlements

4.4 Effect on capital structure

4.5

Taxation implications

4.6

Holding statements and certificates

4.7 Timetable

5. RESOLUTION 3 – CAPITAL RAISING

5.1 General

5.2 Technical information required by ASX Listing Rule 7.3

6. RESOLUTION 4 – TRANSACTION WITH CASCADE RESOURCES LIMITED

6.1 General

6.2 Section 611 (Item 7) of the Corporations Act

(a) Section 606 of the Corporations Act – Statutory Prohibition

( Prohibition ).

(b) Voting Power

GOLDARC RESOURCES LIMITED Proxy Solicitation & Information Statement 2015