Torian Resources Limited (ASX: TNR) (Torian Resources, the Company) is pleased to announce that it has entered into an underwriting agreement (Underwriting Agreement) with GBA Capital Pty Ltd to partially underwrite the listed options which are exercisable at $0.02 on or before 5.00pm (WST) on 7 February 2022 (Options).

There are 249,153,807 TNRO on issue and which remain unexercised. The Underwriter has agreed to underwrite 150,000,000 TNRO representing an underwriting amount of $3,000,000 (Underwritten Amount). GBA Capital is a boutique advisory and stockbroking firm, offering clients high quality and independent capital markets advice, equities sales and trading execution.

In accordance with ASX Listing Rule 3.11.3, the Company gives notice that GBA Capital are not a related partyof the Company. GBA Capital will receive a 4.5% capital raising fee (plus GST if applicable) on the gross proceeds of any subscription amount taken up the Underwriter

Any shortfall of exercise of TNRO up to the Underwritten Amount will result in the shortfall of shares being issued and acquired by the Underwriter pursuant tothe Underwriting Agreement.

The allocation to the Underwriter (if any) will be issued in accordance with ASX Listing Rule 7.2 (Exception 10) : (a) do not require shareholder approval and (b) will not form part of the Company's ASXListing Rule 7.1 placement capacity.

Commenting on the Underwriting Agreement, Torian's Executive Director Mr Peretz Schapiro said 'Having this Agreement in place provides the market with relative certainty that Torian will continue to have sufficient capital to execute on our exploration activities at the Mt Stirling Project.

To be clear, should at least $3,000,000 worth of options be converted by option holders, no fee is payable by Torian to the Underwriter. Torian would only pay the capital raising fee of 4.5% in the event that less than $3,000,000 worth of options is converted, in which case the fee is only payable on the shortfall amount. All in all, this is an excellent deal for the Company and its shareholders, as it provides us with certainty of funding at a relatively low cost.'

Contact:

Paul Summers

Email: info@torianresources.com.au

About Torian

Torian Resources Ltd (ASX: TNR) is a highly active gold exploration and development company with an extensive and strategic land holding comprising six projects and over 400km-2 of tenure in the Goldfields Region of Western Australia. All projects are nearby to excellent infrastructure and lie within 50km of major mining towns. Torian's flagship Mt Stirling Project is situated approximately 40km NW of Leonora, and neighbours Red 5's Kind of the Hills mine. The region has recently produced approximately 14M oz of gold from mines such as Tower Hills, Sons of Gwalia, Thunderbox, Harbour Lights and Gwalia.

Another project in the Kalgoorlie region is the Zuleika project in which the Company is involved in a JV with Zuleika Gold Ltd (ASX: ZAG). The Zuleika project is located along the world-class Zuleika Shear, which is the fourth largest gold producing region in Australia and consistently produces some of the country's highest grade and lowest cost gold mines. This project lies north and partly along strike of several major gold deposits including Northern Star's (ASX: NST) 7.0Moz East Kundana Joint Venture and Evolution's (ASX: EVN) 1.8Moz Frogs Legs and White Foil deposits.

Torian's other projects within the Kalgoorlie region include the Credo Well JV with Zuleika Gold Ltd (ASX: ZAG), host of a JORC Inferred resource of 86,419t at 4.41 g/t Au for 12,259 oz. Torian also holds 10.7% of Monger Gold (ASX:MMG) as well as a 20% free carried JV interest in its projects. Significant High-grade gold was recently intercepted at Providence with 8m @ 16.15 g/t Au from 60m (MNRC004); inc 1m @ 111.40 g/t Au from 61m and 8m @ 31.84 g/t Au from 66m (MNRC007); inc 1m @ 190.06 g/t Au from 70m. Torian is the Pastoral Lease holder of the 172,662 hectare Tarmoola Station, which is home to Torian's Mt Stirling Project, in addition to exploration assets and operating mines of numerous other resource companies, including RED5 (ASX:RED) and St Barbara (ASX:SBM). There are numerous operating businesses on the Tarmoola station including a 20 person accommodation camp with approvals in place to expand to a 50 person camp, a mining services business, and cattle farming. The station is also entitled to approximately $360,000 (av in each year) worth of carbon credits over a 15 year period. Torian holds approximately 7% of BullionFX, a gold backed crypto currency company. As a shareholder of 15,000,000 shares Torian is entitled to 15,000,000 BULL tokens. The paper value of Torian's tokens is USD$4.47m (14/12/21).

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