GOLDARC RESOURCES LIMITED — Share Issue/Capital Change 2011

Aug 1, 2011

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APPENDIX 3B: CONVERSON OF LISTED OPTIONS
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NS
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ASX AND MEDIA RELEASE

APPENDIX 3B: CONVERSON OF LISTED OPTIONS

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Tuesday 2 August 2011

The attached Appendix 3 B notice a d vises the a llotment today of ordinary share s in Torian Resources N L re s ulting from the most re c ent conver s ion of 6,37 1 ,222 TNRO B (31 July 2011 $0.01 list e d options), for which t h e company received $63,71 2 .22.

The total amo u nt of funds received fr o m the conv e rsion of th e TNROB listed options o ver the pas t 6 weeks w a s $154,450.70.

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The company
been exercise
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The company advises tha t the remaining 542,63 4 ,011 TNRO B expired on the 31[st] of July 2011 w ithout havi n g been exercise d , and have n ow ceased t o exist.

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For further inf
Sc
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For further inf o rmation co n tact:

Sc o tt Enderby on Phone (02) 9247 227 7

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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 5 Issue price or consideration	TNR - FullyPaid Ordinaryshares
	6,371,222 TNR
	TNR: Ordinary shares TNROB: Listed Options convertible to ordinary shares at $0.01 and expiring 31 July 2011.
	Ordinary shares issued from the conversion of all classes of options will rank equally as fully paid ordinary shares once issued.
	6,371,222 TNR issued with respect to conversion of TNROB at $0.01 per option, totalling $63,712.22

6 Purpose of the issue Issue of shares from conversion of listed options. (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering +securities into 2 August 2011 uncertificated holdings or despatch of certificates Number +Class 8 Number and[+] class of all[+] securities 2,477,461,322 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 20,000,000 20,000,000 20,000,000 20,000,000 9,000,000 101,500,000 101,500,000 100,500,000 100,500,000 73,724,328	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 $0.004 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

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

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 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 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 now
	Example: In the case of restricted securities, end of
	restriction period
	(if issued upon conversion of another security,
	clearly identify that other security)

Number +Class 4 2 Numbe r and[+] class of all[+] securiti e s quoted on ASX ( in c luding the s e curities in cla u se 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.

Si g n here:

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Date: T uesday 2 Au g ust 2011

Print name: Scott Enderby