GOLDARC RESOURCES LIMITED — Share Issue/Capital Change 2011

Nov 22, 2011

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Torian Resources NL ABN 72 002 261 565

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid+securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	TNR: Ordinary Fully Paid Shares
	19,230,769 TNR
	19,230,769 TNR issued with respect to Conversion Notice received for $50,000.00 of the first Convertible Note issued under the Funding Agreement with La Jolla Cove Investors Inc. The Conversion Price was determined by the formula in the funding agreement: - 85% of the average of the three (3) lowest Volume Weighted Average Prices during the twenty-one (21) Trading Days prior to the election to convert. Average price was determined to be $0.0031, and 85% of this figure was calculated as being $0.0026.

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all Yes. TNR issued from the partial or full respects from the date of allotment conversion of the Note will rank equally as fully with an existing[+] class of quoted +securities? paid ordinary shares once issued.

If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration 19,230,769 TNR issued upon receipt of a Conversion Notice for $50,000.00 at a calculated price of $0.0026 per share. 6 Purpose of the issue Funds raised from the issue of convertible notes (If issued as consideration for the will be used for working capital and business acquisition of assets, clearly identify expansion purposes. those assets)

7 Dates of entering[+] securities into 23 November 2011 uncertificated holdings or despatch of certificates Number +Class 8 Number and +class of all +securities quoted on ASX 2,629,065,413 TNR ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

24/10/2005

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable)	Number	+Class
	3,000,000 10,000,000 20,000,000 2,000,000 3,500,000 19,950,000 25,000,000 14,000,000 101,500,000 101,500,000 100,500,000 100,500,000 73,724,328 1	TNRAL:Unlisted $0.0033 Employee Options expiring 14 October 2013 TNRAK: Unlisted $0.00448 Options expiring 31 December 2011 TNRAK: Unlisted $0.00948 Options expiring 31 December 2011 TNRAK: Unlisted$0.005 Options expiring 31 December 2011 TNRAK: Unlisted$0.01 Options expiring 31 December 2011 TNRAK: Unlisted $0.004 Options expiring 31 December 2012 TNRAK: Unlisted $0.01 Options expiring 31 December 2012 TNRAK: Unlisted $0.005 Options expiring 31 December 2012 TNRAK: Unlisted $0.01 Options expiring 31 December 2014 TNRAK: Unlisted $0.011 Options expiring 31 December 2014 TNRAK: Unlisted $0.012 Options expiring 31 December 2015 TNRAK: Unlisted $0.013 Options expiring 31 December 2015 20c ordinary shares partly paid to 18c Convertible Note expiring 31 August2014

• 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

The company does not expect to pay a dividend in the near future

Part 2 - DELETED – NOT APPLICABLE

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

• 34 Type of securities ( tick one )

• (a)[Securities described in Part 1 ]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

• (b)  All other securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders

36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

• 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

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Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 19,230,769 39 Class of +securities for which TNR: Ordinary Fully Paid Shares quotation is sought 40 Do the[+] securities rank equally in all Yes. Same as TNR. respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation Conversion Notice received for $50,000 partial now conversion of Convertible Note issued to LJC Example: In the case of restricted securities, end of Investors with respect to the Funding Agreement as restriction period announced on 1st September 2011 (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities 2,629,065,413 TNR quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

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Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: .............................................. (Company secretary)

Date: 23 November 2011

Print name: Elissa Hansen

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• See chapter 19 for defined terms.

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1/1/2003