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GOLDARC RESOURCES LIMITED Share Issue/Capital Change 2011

Aug 25, 2011

64961_rns_2011-08-25_b80a2c38-44b2-4b18-a7cc-1085364f2f59.pdf

Share Issue/Capital Change

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ASX AND MEDIA RELEASE REVISED APPENDIX 3B: CLARIFICATION OF SHARES ISSUED

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Friday 26 August 2011

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n
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The Appendix 3B notice issued yesterday advised the allotment of 4 3 ,346,781 o rdinary shares in Tori a n Resources NL.

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W
to
The attached
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e
s,
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W h ile the indi v idual quantities of secu r ities noted o n form we r e correct, t h e unfortun a tely the cal c ulation of t h e to t al containe d a small err o r, which re s ulted in the number of s hares advis e d being ov e rstated by 4 50,000.

The attached r evised App e ndix 3B notice corrects this by advising the all o tment of 4 2 ,896,781 or d inary shar e s, and also upda t es the resul t ant numbe r of ordinary shares on i s sue, which i s now 2,520 , 358,103.

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Yours faithfull y ,

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Scott Enderby, Company Secretary

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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.

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)
4
Do the+securities rank equally in all
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		 TNR - Fully Paid Ordinary shares
TNRAK – Unlisted Options
42,896,781 TNR
15,500,000 TNRAK Unlisted Options with various terms
TNR: Ordinary shares
TNRAK: Unlisted Options with various terms:
$0.005 exercise price expiring 31 Dec 2011
$0.01 exercise price expiring 31 Dec 2011
$0.005 exercise price expiring 31 Dec 2012
$0.01 exerciseprice expiring31 Dec 2012
TNR: Yes
TNRAK: Ordinary shares issued from the conversion of
all classes of options will rank equally as fully paid
ordinary shares once issued.

5 Issue price or consideration 30,418,210 TNR issued to participants in recent placement for consideration of $200,000 at a price of $0.006575 per share 10,050,000 TNR issued to Parkview Services (Australia) Pty Ltd in consideration for $45,000 paid for conversion of 10,000,000 $0.00448 31 December 2011 and 50,000 $0.004 31 December 2012 unlisted options held indirectly by Peter Ashcroft 2,428,571 TNR issued to Torian non-director employees with respect to 2011 employment incentive agreements. 15,500,000 TNRAK Unlisted Options with various terms issued to Torian non-director employees with respect to 2011 employment incentive agreements: 2,000,000 $0.005 exercise price expiring 31 Dec 2011 3,500,000 $0.01 exercise price expiring 31 Dec 2011 5,000,000 $0.005 exercise price expiring 31 Dec 2012 5,000,000 $0.01 exercise price expiring 31 Dec 2012

6 Purpose of the issue Shares issued from placement to sophisticated investors; (If issued as consideration for the acquisition of assets, clearly identify those assets) shares issued from conversion of directors unlisted options; shares and unlisted options issued to Torian non-director employees as part of employment agreements.

7 Dates of entering +securities into 25 August 2011 uncertificated holdings or despatch of certificates Number +Class 8 Number and[+] class of all[+] securities 2,520,358,103 TNR quoted on ASX ( including the securities in clause 2 if applicable)

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)		 Number +Class
59,580,000
48,000,000
10,000,000
20,000,000
2,000,000		 TNRAK: Unlisted $0.005 Employee
Options expiring 31 August 2012
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
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		 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 ordinarysharespartly paid to 18c

10 Dividend policy (in the case of a The company does not expect to pay a dividend in the near future trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

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11 Is security holder approval
required?
12 Is the issue renounceable or non-
renounceable?
13 Ratio in which the [+] securities will be
offered
14 +Class of +securities to which the
offer relates
15 +Record date to determine
entitlements
16 Will holdings on different registers
(or subregisters) be aggregated for
calculating entitlements?
17 Policy for deciding entitlements in
relation to fractions
18 Names of countries in which the
entity has [+] security holders who will
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not be sent new issue documents
Note: Security holders must be told
how their entitlements are to be
dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or
renunciations
on
behalf
of
+security holders
25
If
the
issue
is
contingent
on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements
in
full
through
a
broker?

31 How do[+] security holders sell part of their entitlements through a broker and accept for the balance?

32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

  • 33 +Despatch date

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

  • (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

Entities that have ticked box 34(b)

38 Number of securities for which[+] quotation is sought

39 Class of[+] securities for which quotation is sought

40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

  • the d ate from which they do

• the e xtent to which they participate for the next dividend, (in t h e case of a trust, distr i bution) or inter e st payment • the e xtent to which they do not ra n k equally, oth e r than in relati o n to th e next dividend , distribution or interest payme n t 41 Reason f or request for q uotation now Example: In the case of restricted secu r ities, end of re s triction period (if issue d upon conversion of anoth e r security, cle a rly identify th a t other se c urity) Number +Class 4 2 Numbe r and[+] class o f all[+] securiti e s quoted on A SX ( includi n g the sec u rities in clau s e 38)

Quotation agreement

  • 1 +Quotation of our ad d itional[+] securities is in AS X ’s absolute d iscretion. ASX may quote t he[+] securities on any conditi o ns it decides.

  • 2 We wa r rant the follo w ing to ASX.

  • The issue of the[+] se c urities to be q uoted compl i es with the la w and is not f o r an illegal p u rpose.

  • There i s no reason w hy those[+] se c urities shoul d not be granted[+] quotation.

  • An offe r of the[+] secu r ities for sale w ithin 12 mon t hs after their issue will not require discl o sure under s e ction 707(3) o r section 1012C(6) of t he Corporati o ns Act.

Note: An entity m ay need to o btain appro p riate warranties from subs c ribers for th e securities in order to be a ble to give t h is warranty

  • Section 724 or secti o n 1016E of t h e Corporatio n s Act does not apply to any application s received by us in relation to any[+] s e curities to be quoted and t h at no-one h a s any right to return any[+] s ecurities to b e quoted und e r sections 7 3 7, 738 or 1 016F of the C orporations A ct at the tim e that we request that the[+] s ecurities be q uoted.

  • • We wa r rant that if co n firmation is r e quired unde r section 101 7 F of the Corporations Act i n relation to t h e[+] securities to be q u oted, it has b een provided at the time th a t we request that the[+] securities be qu o ted.

  • • If we are a trust, we w arrant that n o person has t he right to re t urn the[+] sec u rities to be q u oted under s e ction 1019B of the Corporations Act at the time th a t we request that the[+] se c urities be quoted.

  • 3 We will indemnify A S X to the fulle s t extent permitted by law i n respect of a n y claim, action or expense arising from o r connec t ed with any b reach of the w arranties in this agreeme n t.

  • 4 We giv e ASX the inf o rmation and d ocuments re q uired by this form. If any i n formation or document no t available no w , will giv e it to ASX be f ore[+] quotation of the[+] sec u rities begins. We acknowl e dge that AS X is relying on the inform a tion and doc u ments. We w arrant that th e y are (will b e ) true and co m plete.

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Si g n here: Print name: Scott Enderby

Date: T uesday 24 A u gust 2011

Rule 2 . 7, 3.10.3, 3.10.4, 3.10.5

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