Ann: Proposed issue of Securities - TNR, page-85

Hi everyone,

I read this forum everyday but don't post all that often. I emailed the company yesterday with a few questions, some of which I know has been discussed by members on this forum already, but I wanted to ask and get an answer directly from the company. I will post my email and then post Peretz's (which at the end he gave me permission to do if he thought others may find it helpful). I am not claiming to know everything and I am also not saying what's right or wrong but I feel a lot better for asking and understanding their perspectives.

Hi management,

I am a big fan of you guys and I really believe in everything Torian is trying to achieve and the massive potential behind it but I do just have a couple of questions.

I know it has been mentioned that you look out for shareholder interest and I know the funds raised will be very helpful for us going forward with drilling and other activities but can I just ask:

1. Why was the capital raising done before JORC?
2. Was the theory of attaching the options at 2c aimed at attracting investors? This is the main part I do not understand as it was heavily oversubscribed so there was already significant interest in it. Why did the attaching option have to be 2c and not at a larger exercise price?
3. My third question is obviously it has been a slow burn with our drilling results and I understand that it is due to Covid and high demand in the labs, but now that we have additional funds and will always have a drill in the ground will Torian be looking at using numerous labs so that we can expect results faster or should we expect drill results to take a similar time to what it has over the last 6 months?

I understand you guys are busy and I think you are doing a great job, so whenever you get a chance to read this, your reply will be greatly appreciated.

Thanks,

Peretz response:

DearSamuel,

Thankyou for your email. We really appreciate shareholder questions as itdemonstrates that you take a serious interest in the activities of the company.Although this shouldn't be surprising, as you are after all a shareholder andas such a part owner of the company, nonetheless shareholders are often quiteapathetic as to the company's day to day activities. The fact that you havetaken the time to write your respectful, yet challenging email is muchappreciated.

Withregards to your specific questions, before I answer them specifically it isimportant to preface with the following.

Earlieron this year, we had resolved not to raise additional capital and wait for theconversion of the 2c options in Feb 2022, as our method of funding the companymoving forward. This would have meant that in order to preserve cash, followingthe receipt of the JORC at the end of Q1, the company would have stopped itsdrilling campaign (which is quite expensive and by far the company's mostsignificant expense) and just focused on target generation over the coming 9months. I was even on the record saying that we would not be looking to do acapital raise in the near future.

However,following the receipt of some outstanding results from the NW section of the MtStirling gold system, it became apparent to us that we were sitting onsomething quite substantial and much larger than we had originally thought. Wetherefore resolved to continue drilling at Mt Stirling throughout 2021. Ofcourse this would require us to raise funds. Considering that our share pricewas double what it was just a few weeks earlier, we took advantage of raisingmoney at higher levels and therefore causing less dilution for shareholders.

Now toyour questions.

The reason why thecapital raising was done prior to the JORC is for a combination of thefollowing reasons.

• • Although we believe that the JORC result will be quite positive, if we would have waited until after the JORC to raise capital, it would have been obvious to the market that we would need funds and having to raise capital soon. As such, the JORC may have been a 'sell the news' type event, as the market would have been anticipating a cap raise. Obviously, the opposite outcome of what we were trying to achieve. Doing the raise now provides certainty to the market that we will not be raising post JORC, so hopefully this should result in a positive market reaction to the JORC.
  • Because we were raising at quite high prices (more on that below) we felt that having the upcoming JORC would be a good 'hook' to entice investors to take up funds in the raise.
  • It is possible that macro-economic factors may turn against us in the coming weeks (price of gold, general market sentiment etc). We wanted to take advantage of a positiveish market now, thereby derisking the company and allowing us to continue operations unabated throughout 2021.

The day before the raiseour share price closed at 5.8c, however it did hit a low of 5.1c. Additionally,our share price has almost doubled over the last 6 weeks or so. Consideringthis, it would have been almost impossible to raise the amount of money we didat 5.5c without issuing an option. If we didn't issue any options, we wouldlikely have had to raise in the mid 4's or so, which would have been a lot moredilutionary, and likely cause a greater fall in the share price.

So in order to raise atthis higher price we would need to attach free options. This is quite commonfor companies to do.

We decided to attach the2c options as they are already listed making them more valuable for investors.If these options would have been unlisted, we would have had to issue more,perhaps 1:2 or even 2:3.

Say we would have issued5c unlisted options we most likely would have had to issue at least 1 freeoption (probably more) for every share subscribed, which would have meant thatwe would be issuing double the amount of securities, which is even moredilutionary in the long run.

As it is, the brokers weworked with were quite surprised with the demand, as they had thought it wouldbe quite difficult to raise at 5.5c with only 1:3 free options, considering ourrecent share price movement. They were pushing for a 5c raise with 1:3 freeoptions. I believe that the strong demand was due to the fact that the marketis starting to take notice of our story and really wants in on TNR. We are gladwe stuck to our guns and insisted on a higher price.

The way these raiseswork is that you set a price and then hope for demand to come in and we wouldhave had serious egg on our face if the offer wasn't taken up in full. Had weknown demand would have been this strong, perhaps we wouldn't have been sogenerous!

As for drilling results,yes, it is quite frustrating to have to wait so long for results to comethrough. We are now looking at submitting drill results to multiple labs(wealready have actually) so that we can see if we can get a faster turnaround,but there is still no guarantee. The labs are currently quoting an 8-weekturnaround!

I hope the abovesatisfies your questions. Thank you for your support of Torian. If you havefriends with similar questions, or you are a part of a stock forum or groupchat and feel that others may benefit from these responses, feel free to postit there.

Kind regards,

Peretz