To - phalion Base To - phalion Base was a hidden Imperial Research facility in the Iast system . The Vorknkx Project was the last known objective of the base . The goal of the project was to create a working cloaking device for starfighters . The Base was destroyed by traitorous Imperial forces under the command of Rogue Grand Admiral Demetrius Zaarin . Layout . The interior of the asteroid base consisted of a number of research stations and a hangar bay which was large enough to house a Starfighter squadron , some Lambda shuttles and a CR90 corvette . On the outside layer it consisted of 12 laser batteries and an Anti - warhead launcher . It also had 8 asteroid static defenses , 4 of which were Asteroid Laser Batteries and the other 4 were Asteroid Warhead Launcher s . History . Early history . To - phalion Base was formally an Asteroid mining facility established by the Galactic Empire . When the mineral deposits became exhausted the asteroid ' s hollowed out interior was reformatted to make room for research facilities . Vorknkx Project . To - phalion Base become the new home for the Vorknkx Project and its testbed a CR90 corvette when its original research station was attacked by Zaarin ' s forces and had to be evacuated to continue research . Grand Admiral Thrawn witnessed a demonstration to see the results of the progress of the project . He learned that the cloaking device was unstable when used in conjunction with hyperdrive engines . Zaarin ' s attack on To - phalion Base . Zaarin , however , managed to slip in some of his spies into the base and revealed the location to his forces . Still wanting his hands on the cloaking device , he then sent an attack consisting of three waves . The first wave consisted of TIE Defenders and Muurian transport s . Thrawn anticipated this and was planning a trap for Zaarin but he needed time . He then sent a squadron of TIE Avengers one of which had Thrawn ' s best pilot Tan Maarek Stele who had protected the Vorknkx project before and had experience in fighting Zaarin ' s forces . While the fighting was going , one of Zaarin ' s spies took control of a shuttle called Lambda 3 and made an unauthorized launch attempted to escape with data of the project sabotaging the targeting systems to prevent himself from being fired at by the station . However Maarek got close enough to inspect the shuttle and was then ordered to destroy it . The rest of Zaarin ' s forces were then destroyed as well . However a second attack was made and it was also revealed that the spy also sabotaged the defenses , resulting in all the asteroid static defenses suffering shield failures . The next attack consisted of Assassin - class corvettes called Z - Rok , Assault Gunboats and Assault transports . Both the corvettes and the transports contained troops indicating Zaarin ' s intentions to steal the cloaking technology . The attack was also thwarted by Maarek Stele . Thrawn also arrived in the Nebulon - B frigate Maru Ki to secure the area . Destruction . Zaarin , adamant on acquiring the technology , took control of the operation himself . Bringing his flagship the " Glory " into the Iast system , he began attacking the Maru Ki until it was badly damaged prompting the ship to reach hyperspace and Thrawn to leave the ship in a shuttle . Zaarin attempted to kill Thrawn by ordering some of his forces to attack the two shuttles but thanks to Stele he escaped alive to his ship , the Grey Wolf , which came with two Strike - class medium cruiser s , Daring and Ebolo . It was also supposed to be with Interdictor " Corvus " but was delayed , and as a result they were unable to trap the Glory . What was worse was that To - phalion Base ' s shields had failed against the assault and the Vorknkx launched from the hangar , only to be hijacked by Zaarin ' s spies and the corvette entered the hangar bay of the Glory . To - phalion base was then destroyed in the process and the Glory jumped into hyperspace . What Zaarin didn ' t know until too late was that Thrawn had planted a tracking device on the corvette allowing him to pursue Zaarin ' s forces and ultimately destroy them by allowing him to try to escape with the Vorknkx with its cloaking device activated and its hyperdrive engines engaged causing Zaarin to perish in a horrific explosion .