GOLDARC RESOURCES LIMITED — Share Issue/Capital Change 2012

May 24, 2012

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 Fully Paid Ordinary Shares in Torian Resources

• issued (TNR)

• 2 Number of[+] securities issued or to 136,690,667 shares issued pursuant to a

• be issued (if known) or maximum settlement agreement with La Jolla Cove

• number which may be issued Investors, Inc. (“Settlement Shares”)

• 3 Principal terms of the[+] securities The shares will be on the same terms as

• (eg, if options, exercise price and expiry date; if partly paid existing TNR fully paid ordinary shares except +securities, the amount outstanding that La Jolla has agreed not sell any of the and due dates for payment; if Settlement Shares during the sixty (60) days +convertible securities, the following the settlement and to limit its sales to conversion price and dates for the greater of $14,000 per month, or seven conversion) percent (7%) of the Settlement Shares

• See chapter 19 for defined terms.

24/10/2005 Appendix 3B Page 1

Appendix 3B New issue announcement

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 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable)	Yes	Yes
	USD200,000 calculated at $0.0015 per share for a total of 136,690,667 shares (the “Settlement Shares”) for the cancellation of the Purchase Agreement and Convertible Note with La Jolla CoveInvestors,Inc.
	Funds raised from the issue of the Convertible Note were used for working capital and business expansion purposes.
	25 May 2012
	Number	+Class
	3,623,038,994	TNR

• See chapter 19 for defined terms.

24/10/2005

Appendix 3B Page 2

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 19,950,000 25,000,000 14,000,000 101,500,000 101,500,000 100,500,000 100,500,000 200,000,000 73,724,328	Unlisted $0.0033 Employee Options expiring 14 October 2013 Unlisted $0.004 Options expiring 31 December 2012 Unlisted $0.01 Options expiring 31 December 2012 Unlisted $0.005 Options expiring 31 December 2012 Unlisted $0.01 Options expiring 31 December 2014 Unlisted $0.011 Options expiring 31 December 2014 Unlisted $0.012 Options expiring 31 December 2015 Unlisted $0.013 Options expiring 31 December 2015 Unlisted $0.0023 Options expiring 29 December 2015 20c ordinary shares partly paid to 18c

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

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

• (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

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

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.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 136,690,667

39 Class of +securities for which Fully Paid Ordinary Shares in Torian Resources quotation is sought

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

Yes

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

Shares issued in settlement of the Convertible Note issued to La Jolla Cove Investors, Inc.

The Convertible Note shall be cancelled with no further force or effect.

(if issued upon conversion of another security, clearly identify that other security)

42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

Number +Class 3,623,038,994 TNR

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

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: .............................................. Date: 25 May 2012 (Company Secretary)

Print name: Elissa Hansen

== == == == ==

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003