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GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

NOTICE OF ANNUAL GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting

22 November 2010

Time of Meeting 10.00 am (WST)

Place of Meeting

Rydges Hotel Perth Corner of King Street and Hay Street Perth WA 6000 Australia

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully.

If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

NOTICE OF ANNUAL

GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Shareholders of Golden Rim Resources Limited ABN 39 006 710 774 (Company) will be held at the Rydges Hotel Perth, Corner of King Street and Hay Street, Perth WA 6000, Australia on Monday, 22 November 2010 at 10.00am WST for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

2. Resolution 2 – Re-election of Mr Glenister Lamont as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That, Mr Glenister Lamont, who retires in accordance with clause 13.2 of the Constitution and, being eligible for re-election, be re-elected as a Director. "

3. Resolution 3 – Election of Mr Nadir Alhammadi as a Director

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

“That Mr Nadir Alhammadi, who ceases to hold office in accordance with clause 13.5 of the Company’s Constitution and, being eligible, offers himself for election, be elected a Director of the Company.”

4. Resolution 4 – Ratification of issue of Shares to Sophisticated Investors

To consider and, if thought fit to pass the following resolution as an ordinary resolution :

ITEMS OF BUSINESS

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2010, together with the Directors Report and the Auditor's Report as set out in the Annual Report.

1. Resolution 1 – Non Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following as an ordinary resolution :

" That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2010 be adopted."

Note: The vote on this resolution is advisory only and does not bind the Directors or the Company.

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 40,000,000 Shares (at an issue price of $0.14 each) on 30 September 2010 to Sophisticated Investors on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 4 by any person who participated in the issue the subject of Resolution 4 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

5. Resolution 5 – Ratification of issue of G Class Options

To consider and, if thought fit to pass the following resolution as an ordinary resolution :

“ That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 1,000,000 G Class Options (each having an exercise price of $0.21 and an expiry date of 10 July 2015) to consultants of the

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Company on the terms and conditions set out in the Explanatory Memorandum (including Annexure A to the Explanatory Memorandum). ”

The Company will disregard any votes cast on Resolution 5 by any person who participated in the issue and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

6. Resolution 6 – Grant of Incentive Options to Mr Rick Crabb or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

" That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 3,000,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Share are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015, to Rick Crabb or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum). "

The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on Resolution 6 by Rick Crabb and his nominee(s) and any associate of Rick Crabb and his nominee(s). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and

(b) it is not cast on behalf of Rick Crabb and his nominee(s) or an associate of Rick Crabb and his nominee(s).

7. Resolution 7 – Grant of Incentive Options to Mr Craig Mackay or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Directors be and are

hereby authorised to grant and issue up to 5,000,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Shares are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015, to Craig Mackay or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on Resolution 7 by Craig Mackay and his nominee(s) and any associate of Craig Mackay and his nominee(s). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of Craig Mackay and his nominee(s) or an associate of Craig Mackay and his nominee(s).

8. Resolution 8 – Grant of Incentive Options to Mr Gilbert Rodgers or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 4,000,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Shares are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015, to Gilbert Rodgers or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on Resolution 8 by Gilbert Rodgers and his nominee(s) and any associate of Gilbert Rodgers and his nominee(s). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of Gilbert Rodgers and his nominee(s) or an associate of Gilbert Rodgers and his nominee(s).

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9. Resolution 9 – Grant of Incentive Options to Glenister Lamont or his nominee(s)

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 1,500,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Shares are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015, to Glenister Lamont or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on Resolution 9 by Glenister Lamont and his nominee(s) and any associate of Glenister Lamont and his nominee(s). However, the Company need not disregard a vote if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of Glenister Lamont and his nominee(s) or an associate of Glenister Lamont and his nominee(s).

10. Resolution 10 – Grant of Incentive Options to Mr Nadir Alhammadi

To consider and, if thought fit, to pass the following resolution as an ordinary resolution :

"That, pursuant to and in accordance with section 208 of the Corporations Act and Listing Rule 10.11 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 1,500,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Shares are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015, to Nadir Alhammadi or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexure B to the Explanatory Memorandum)."

The Company will in accordance with section 224 of the Corporations Act disregard any votes cast on Resolution 10 by Nadir Alhammadi and his nominee(s) and any associate of Nadir Alhammadi and his nominee(s). However, the Company need not disregard a vote if: (a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed resolution; and (b) it is not cast on behalf of Nadir Alhammadi and his nominee(s)or an associate of Nadir Alhammadi and his nominee(s).

11. Resolution 11 – Employee Share Option Plan

To consider and, if thought fit to pass the following resolution as an ordinary resolution:

" That, pursuant to and in accordance with Listing Rule 7.2, Exception 9 and for all other purposes, the Company approves the issue of securities under the new employee incentive option scheme for employees and directors known as “Golden Rim Resources Limited Employee Share Option Plan”, the rules of which are annexed as Annexure C to the Explanatory Memorandum, as an exception to Listing Rule 7.1. "

The Company will disregard any votes cast on Resolution 11 by a director of the Company and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form, or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

12. Resolution 12 – Appointment of Deloitte Touche Tohmatsu as Auditors of the Company

To consider and, if thought fit to pass the following resolution as an ordinary resolution :

" That for the purposes of section 327B of the Corporations Act and for all other purposes, Deloitte Touche Tohmatsu, having been nominated by a shareholder and consented in writing to act, be appointed auditor of the Company, subject to ASIC consenting to the resignation of Stantons International Pty Ltd. "

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OTHER BUSINESS

By order of the Board

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

For the purposes of Resolutions 1 – 12, the following definitions apply:

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Ms Hayley Butcher Company Secretary

Dated: 15 October 2010

" Annual Report " means the annual report of the Company for the year ended 30 June 2010;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Company " means Golden Rim Resources Limited ABN 39 006 710 774;

" Constitution " means the Company's constitution, as amended from time to time;

" Corporations Act " means Corporations Act 2001 (Cth);

" Explanatory Memorandum " means the explanatory memorandum accompanying this Notice;

" Directors " means the Directors of the Company;

"Incentive Option " means an option to acquire a Share the terms of which are set out in Annexure B;

“ Listing Rules ” means the Listing Rules of the ASX;

" Notice " means this Notice of Annual General Meeting;

" Resolution " means a resolution contained in this Notice; and

"Shares" means fully paid ordinary shares in the capital of the Company.

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How to vote

Shareholders can vote by either:

attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or
appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A Shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

A Shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.
The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).
A proxy need not be a shareholder.
The proxy can be either an individual or a body corporate.
If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.
Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.
Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.
To be effective, proxies must be lodged 48 hours prior to the commencement of the Annual General Meeting. Proxies lodged after this time will be invalid.
Proxies may be lodged using any of the following methods:
by returning a completed proxy form in person or by post to:

Golden Rim Resources Limited Level 2

10 Outram Street West Perth WA 6005 Australia

by faxing a completed proxy form to +61 8 9481 5759.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile48 hours prior to the commencement of the Annual General Meeting. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the Annual General Meeting will be the entitlement of that person set out in the Register of Shareholders 48 hours prior to the Annual General Meeting.

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GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of Annual General Meeting of Golden Rim Resources Limited ( Company ).

Details of the definitions and abbreviations used throughout this Explanatory Memorandum are set out in the Glossary.

FINANCIAL REPORTS

The first item of the Notice of Annual General Meeting deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2010 together with the Directors' declaration and report in relation to that financial year and the auditor's report on those financial statements. Shareholders should consider these documents and raise any matters of interest with the Directors when this item is being considered.

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

In accordance with section 250R(2) of the Corporations Act the Company is required to present to its shareholders the Remuneration Report as disclosed in the Company's 2010 Annual Report. The vote on the Resolution is advisory only and does not bind the Directors or the Company. The Remuneration Report is set out in the Company’s Annual Report and is also available on the Company’s website (www.goldenrim.com.au).

No resolution is required to be moved in respect of this item.

Shareholders will be given a reasonable opportunity at the Annual General Meeting to ask questions and make comments on the accounts and on the business, operations and management of the Company.

The Chairman will also provide shareholders a reasonable opportunity to ask the auditor questions relevant to:

the conduct of the audit;
the preparation and content of the independent audit report;
the accounting policies adopted by the Company in relation to the preparation of accounts; and
the independence of the auditor in relation to the conduct of the audit.

The Remuneration Report explains the Board policies in relation to the nature and level of remuneration paid to Directors, sets out remuneration details for each Director and any service agreements and sets out the details of any share based compensation.

RESOLUTION 2 – RE-ELECTION OF MR GLENISTER LAMONT AS A DIRECTOR

Pursuant to clause 13.2 of the Company's Constitution, Mr Glenister Lamont, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Glenister Lamont has an Honours degree in Mining Engineering and a Masters of Business Administration from IMD, Switzerland. Mr Lamont is a Fellow of the Financial Services Institute of Australasia, a Fellow of the Australian Institute of Company Directors and a Member of the Australian Institute of Mining and Metallurgy. Mr Lamont has worked as an engineer and manager in gold, base metal and

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coal mines. Previously, as General Manager for Ashton Mining, he led strategic planning and commercial implementation of business development. Before that, as an Executive Director at UBS, he undertook financial, technical and strategic evaluation of companies and participated in many corporate transactions. Mr Lamont is a professional nonexecutive director and consultant on investor relations. He currently is a Board member of Strategic Energy Resources Ltd. Mr Lamont has been a director of Golden Rim since 17 July 2007.

RESOLUTION 3 - ELECTION OF MR NADIR ALHAMMADI AS A DIRECTOR

Resolution 3 seeks approval for the election of Mr Nadir Alhammadi as a Director with effect from the end of the Meeting.

Clause 13.5 of the Constitution provides that the Directors may at any time appoint a person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following annual general meeting and is then eligible for election but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.

Mr Nadir Alhammadi retires from office in accordance with the requirements of clause 13.5 of the Constitution and submits himself for election.

Mr Alhammadi is a United Arab Emirates Citizen and is currently the managing director of Abu Dhabi Aviation Co, a public company listed on the Abu Dhabi Securities Exchange. He graduated from Embry Riddle Aeronautical University in Florida, USA in 1990 and holds a Bachelor of Science Degree in Aviation Electronics (Avionics). Mr Alhammadi was awarded a Post Graduate in Engineering Business Management from Warwick University, London in 2002 and participated in The Advanced Management Programme held at INSEAD in Fontainebleau, France in March 2007. In 2007, Nadir was appointed Deputy Chief Executive Officer of Presidential Flight. Prior to this, Nadir participated in establishing the company

GAMAERO (a joint venture between Gamco & Aerospatiale), formed to support the A320 and A340 fleet. Nadir served as executive director at GAMAERO. In addition to his directorship at PAL Technology Services LLC, Mr Alhammadi is a Board member of Abu Dhabi Aviation Co, Royal Jet and Maximus Air Cargo. RESOLUTION 4 – RATIFICATION OF ISSUE OF SHARES TO SOPHISTICATED INVESTORS

The issue is for 40,000,000 shares at a discounted price of $0.14 per share, to raise up to $5.6 million. The issue was made to selected institutional investors which the Company believes will provide a strengthened shareholder base supportive of the Company’s growth and development potential.

Listing Rule 7.4 permits the ratification of pervious issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold not be Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring Shareholder approval.

Pursuant to Resolution 4, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 40,000,000 Shares that was made on 30 September 2010 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

(a) 40,000,000 Shares were allotted and issued;
(b) the Shares were issued at an issue price of $0.14 each;
(c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;
(d) the Shares were issued to Sophisticated Investors who are not related parties of the Company; and

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(e) funds raised from the issue are being used for the Company’s drilling and other exploration expenditure, cost of the issue and working capital.

RESOLUTION 5 – RATIFICATION OF ISSUE OF G CLASS OPTIONS

On 11 July 2010, the Company issued 500,000 Options to each of Messrs Konate and Bal, who are engaged as consultant to the Company. The Options are designed to provide the consultants with an incentive.

Pursuant to Resolution 5, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 1,000,000 Options that was made on 11 July 2010 in order to restore the right of the Company to issue further shares within the 15% limit during the next 12 months.

The following information in relation to the Options is provided to shareholders for the purposes of Listing Rule 7.5:

(a) 1,000,000 Options were allotted and issued;
(b) the Options were issued for no consideration;
(c) the terms of the Options are set out in Annexure A;
(d) the Options were granted to consultants of the Company, Messrs Konate and Bal, who are unrelated parties of the Company; and
(e) no funds were raised from the issue of the Options.

RESOLUTIONS 6 to 10 – GRANT OF INCENTIVE OPTIONS TO DIRECTORS

The Company proposes to grant a total of 15,000,000 Incentive Options for no consideration, each Incentive Option having an exercise price equal to 145% of the volume weighted average of the Shares on the ASX

over the last 20 days on which sales of the Shares are recorded before 22 November 2010 (rounded up to the nearest cent) with an expiry date of 21 November 2015 to Messrs Crabb, Mackay, Rodgers, Lamont and Alhammadi ( Participating Directors ), or their nominees. The terms of the Incentive Options are set out in Annexure B to this Explanatory Memorandum.

The Options will be issued as follows:

Director	Number of Incentive Options
Rick Crabb,or his nominee(s)	3,000,000
Craig Mackay, or his nominee(s)	5,000,000
Gilbert Rodgers, or his nominee(s)	4,000,000
Glenister Lamont, or his nominee(s)	1,500,000
Nadir Alhammadi, or his nominee(s)	1,500,000
Total	15,000,000

The grant of Incentive Options encourages the Participating Directors to have a greater involvement in the achievement of the Company’s objectives and to provide an incentive to strive to that end by participating in the future growth and prosperity of the Company through share ownership. Under the Company’s current circumstances the Directors consider (in the absence of the Participating Directors) that the incentives intended for the Participating Directors represented by the grant of these Incentive Options are a cost effective and efficient means for the Company to provide a reward and an incentive, as opposed to alternative forms of incentive, such as the payment of additional cash compensation. In accordance with the Company’s Remuneration Policy, the granting of the Incentive Options to non-executive directors is not linked to individual performance.

Shareholders should note that for the reasons noted above, it is proposed to grant Incentive Options to Messrs Crabb, Lamont and Alhammadi notwithstanding the guidelines contained in Box 8.2 of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations ( Principles )

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which states that non-executive directors should not receive options.

The number of Incentive Options to be granted to each of the Participating Directors has been determined based upon a consideration of:

the remuneration of the Directors;
ensuring that the remuneration offered to directors is competitive with market standards. The Directors have considered the proposed number of Incentive Options to be granted will ensure that the Participating Directors’ overall remunerations is in line with market standards; and
incentives to attract and ensure continuity of service of directors who have appropriate knowledge and expertise.

Set out below, is an example of the exercise price of the Incentive Options, based on the current prices of the Shares. The actual deemed exercise price will be determined upon close of trade on 22 November 2010.

Example: In the period of 20 days on which sales of the Shares are recorded on ASX before 9 October 2010, the volume weighted average price of the Shares is 16.94 cents. A premium of 45% is applied and rounded up to the nearest cent. This results in an exercise price of 25 cents per Option.

Based on the above example, in the event the Incentive Options are exercised, the following amounts will need to be paid to the Company by the Participating Directors:

Director	Amount to bepaid
Rick Crabb,or his nominee(s)	$750,000
Craig Mackay, or his nominee(s)	$1,250,000
Gilbert Rodgers, or his nominee(s)	$1,000,000
Glenister Lamont, or his nominee(s)	$375,000
Nadir Alhammadi, or his nominee(s)	$375,000
Total	$3,750,000

The Company will therefore receive $3,750,000 from the Participating Directors should all the Incentive Options be exercised.

Related Party Transactions Generally

Chapter 2E of the Corporations Act prohibits a public company from giving a financial benefit to a related party of the public company unless either:

the giving of the financial benefits falls within one of the nominated exceptions to the provision; or
shareholder approval is obtained prior to the giving of the financial benefit and the benefit is given within 15 months after obtaining such approval.

For the purposes of Chapter 2E of the Corporations Act, each of the Participating Directors is considered to be a related party of the Company.

Resolutions 6 to 10 provide for the grant of Incentive Options to the Participating Directors which is a financial benefit which requires shareholder approval.

Current Holdings

Set out below are details of each of the Participating Directors’ relevant interest in Shares of the Company as at the date of this Notice:

Director	Number of Shares
Rick Crabb, or his nominee(s) (1)	18,253,516
Craig Mackay, or his nominee(s)(2)	3,519,384
Gilbert Rodgers, or his nominee(s)(3)	949,529
Glenister Lamont, or his nominee(s)(4)	288,461
Nadir Alhammadi, or his nominee(s)	0
Total	23,010,890

Notes:

(1) Mr Crabb’s interest in Shares is held directly and jointly with Carol Crabb, a related party of Mr Crabb, and indirectly in the name of Westessa Holdings Pty Ltd, of which Mr Crabb is a related party.

(2) Mr Mackay’s interest in the Shares is held in the names of Earth Science Solutions

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Pty Ltd and Warrego Investments Pty Ltd, related parties of Mr Mackay. Mr Mackay also has an interest in the Shares held by Sharyn Mackay, a related party of Mr Mackay.

(3) Mr Rodger’s interest in the Shares is held directly and indirectly in the name of Silkform Pty Ltd of which Mr Rodgers is a related party.

(4) Mr Lamont’s interest in Shares is held in the name of Logmaor Pty Ltd of which Mr Lamont is a related party.

Set out below are details of each of the Participating Directors’ relevant interest in Options of the Company as at the date of this Notice:

Director	Number of Options
Rick Crabb, or his nominee(s) (1)	4,000,000
Craig Mackay, or his nominee(s)(2)	8,000,000
Gilbert Rodgers, or his nominee(s)(3)	7,500,000
Glenister Lamont, or his nominee(s)(4)	2,000,000
Nadir Alhammadi, or his nominee(s)	0
Total	21,500,000

Notes:

(1) Mr Crabb’s interest in Options is held directly and jointly with Carol Crabb, a related party of Mr Crabb.

(2) Mr Mackay’s interest in Options is held in the names of Earth Science Solutions Pty Ltd, of which Mr Mackay is a related party.

(3) Mr Rodgers’ interest in Options is held directly and indirectly in the names of Sophie Rodgers and Chris Rodgers, who are related parties of Mr Rodgers.

(4) Mr Lamont’s interest in the Options is held indirectly in the name of Alexcal Pty Ltd, a related party of Mr Lamont.

INFORMATION REQUIREMENTS

For the purposes of Chapter 2E of the Corporations Act the following information is provided.

The related parties to whom the proposed resolutions would permit the financial benefit to be given:

Subject to shareholder approval, the following maximum number of Incentive Options will be granted to the following related parties, or their respective nominees:

Director	Number of Incentive Options
Rick Crabb,or his nominee(s)	3,000,000
Craig Mackay, or his nominee(s)	5,000,000
Gilbert Rodgers, or his nominee(s)	4,000,000
Glenister Lamont, or his nominee(s)	1,500,000
Nadir Alhammadi, or his nominee(s)	1,500,000
Total	15,000,000

The nature of the financial benefit

The proposed financial benefit to be given is the grant of Incentive Options for no consideration to the Participating Directors as noted above.

Directors’ recommendation

All the Directors were available to make a recommendation. For the reasons noted above:

Messrs Mackay, Rodgers, Lamont and Alhammadi (who have no interest in the outcome of Resolution 6) recommend that shareholders vote in favour of Resolution 5. Mr Crabb declines to make a recommendation about Resolution 6 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Incentive Options to him or his nominee(s).

Messrs Crabb, Rodgers, Lamont and Alhammadi (who have no interest in the outcome of Resolution 7) recommend that shareholders vote in favour of Resolution 7. Mr Mackay declines to make a recommendation about Resolution 7 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Incentive Options to him or his nominee(s).

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Messrs Crabb, Mackay, Lamont and Alhammadi (who have no interest in the outcome of Resolution 8) recommend that shareholders vote in favour of Resolution 8. Mr Rodgers declines to make a recommendation about Resolution 8 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Incentive Options to him or his nominee(s).

Messrs Crabb, Mackay, Rodgers and Alhammadi (who have no interest in the outcome of Resolution 9) recommend that shareholders vote in favour of Resolution 9. Mr Lamont declines to make a recommendation about Resolution 9 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Incentive Options to him or his nominee(s).

Messrs Crabb, Mackay, Rodgers and Lamont (who have no interest in the outcome of Resolution 10) recommend that shareholders vote in favour of Resolution 10. Mr Alhammadi declines to make a recommendation about Resolution 10 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Incentive Options to him or his nominee(s).

Other information that is reasonably required by members to make a decision and that is known to the Company or any of its Directors.

The proposed ordinary Resolutions 6 to 10 would have the effect of giving power to the Directors to grant a total of 15,000,000 Incentive Options on the terms and conditions as set out in Annexure B to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 315,463,761 listed Shares and the following unlisted Options on issue:

Number	Exercise Price	Expiry Date
4,500,000	$0.15	31/12/10
12,150,000	$0.15	31/12/11
600,000	$0.21	5/10/14
7,000,000	$0.27	23/11/14
1,000,000	$0.21	10/07/15

If all Incentive Options granted as proposed above are exercised, and assuming all existing Options on issue have been exercised, the effect would be to dilute the share holding of existing shareholders by 3.9%. The market price of the Company’s Shares during the period of the Incentive Options will normally determine whether or not the Participating Directors exercise the Incentive Options. At the time any Incentive Options are exercised and Shares are issued pursuant to the exercise of the Incentive Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Incentive Options.

The Participating Directors’ fees per annum (including superannuation) and the total financial benefit to be received by them in this current period as a result of the grant of the Incentive Options the subject of Resolutions 6 to 10 are as follows:

Director	Fees p.a. ($)	Value of Incentive Options ($)	Total Financial Benefit ($)
Rick Crabb	75,000	326,400	401,400
Craig Mackay	250,000	544,000	794,000
Gilbert Rodgers	200,000	435,200	655,200
Glenister Lamont	55,000	163,200	218,200
Nadir Alhammadi	50,000	163,200	213,200

The indicative option valuation of 10.88 cents is a theoretical valuation of each option using the Black and Scholes Option Pricing Model, as set out below.

Valuation of Incentive Options

The Company's advisers have valued the Incentive Options to be granted to the Participating Directors using the Black & Scholes Model. The value of an option calculated by the Black & Scholes Model is a function of a number of variables. The valuation of the Incentive Options has been prepared using the following assumptions:

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Variable	Input
Shareprice	15.5 cents
Exerciseprice	25 cents
Risk Free Interest Rate	4.50%
Volatility	100%
Time(years to expiry)	5years

The Company’s advisers have calculated the value of each option based on the following assumptions:

They have based the underlying value of each share in the Company on the Australian Securities Exchange closing price of 15.5 cents on 8 October;
The exercise price is the volume weighted average price in the period of 20 trading days leading up to and including 8 October 2010 increased by a premium of 45% and rounded up to the nearest cent;
Risk free rate of return – 4.50% (estimated, based on Reserve Bank of Australia official cash rate as at 11 October 2011);
They used a volatility of the share price of 100%, as determined from the daily movements in share price over the last 12 months, adjusted for abnormal trading.

Over the past 3 and 6 months the closing Share price has traded between a low of 8.0 cents and a high of 18.5 cents implying a volatility of 131%. Over the past 12 months, the closing Share price has traded between a low of 8.0 cents and a high of 20.0 cents implying a volatility of 150%.

The Company has had periods over the past year where the Share price will regularly move up to 4 cents per day on above daily volumes due to market speculation about the Shares. As the Company is, in the main, a gold explorer, the Company’s advisers stated it is not uncommon to have such companies’ volatilities at between 50% and 100% in relatively short periods of time. The global financial crisis has also had a major impact of the share price of speculative stocks, in particular gold sticks due to movement of Share price in the past 6 and 12 months do not give a true indication of the volatility of the Share price. Based on these factors, the volatility factor has been set at 100%, a slight

discount to the 3 month volatility of the share price.

Based on the assumptions, it is considered that the estimated average value of the Incentive Options to be granted to the Participating Directors is 10.88 cents per Incentive Option.

Any change in the variables applied in the Black & Scholes calculation between the date of the valuation and the date the Incentive Options are granted would have an impact on their value.

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 13 October 2010:

Highest Price (cents) / Date	Lowest Price (cents) / Date	Latest Price / Date
20 cents	8.0 cents	15.0 cents
27 Oct 2009	4 Aug2010	14 Oct 2010

Other Information

Under the Australian Equivalent of IFRS, the Company is required to expense the value of the Incentive Options in its statement of financial performance for the current financial year. Other than as disclosed in this Explanatory Memorandum, the Directors do not consider that from an economic and commercial point of view, there are any costs or detriments including opportunity costs or taxation consequences for the Company or benefits foregone by the Company in granting the Incentive Options pursuant to Resolutions 6 to 10.

Neither the Directors not the Company are aware of other information that would be reasonably required by shareholders to make a decision in relation to the financial benefits contemplated by the proposed resolutions.

Listing Rule 10.11

Listing Rule 10.11 requires shareholder approval by ordinary resolution to any issue by a listed company of securities to a related party. Accordingly, Listing Rule 10.11 requires shareholders to approve the grant of Incentive Options to the Participating Directors.

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Additional Information

The following information in relation to the Incentive Options to be granted pursuant to Resolutions 6 to 10 is provided to shareholders for the purposes of Listing Rule 10.13:

(a) the Incentive Options will be granted to the Participating Directors, or their nominees, as noted above;
(b) the maximum number of Incentive Options to be granted is 15,000,000;
(c) the Incentive Options will be allotted and granted on a date which will be no later than 1 month after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;
(d) the Incentive Options will be granted for no consideration;
(e) no funds will be raised by the grant of the Incentive Options; and
(f) the terms and conditions of the Incentive Options are set out in Annexure B to this Explanatory Memorandum.

If approval is given for the grant of the Incentive Options under Listing Rule 10.11, approval is not required under Listing Rule 7.1.

RESOLUTION 11 – EMPLOYEE SHARE OPTION PLAN

The Directors considered that it was desirable to replace the Company's Existing Plan with a new option plan under which employees may be offered the opportunity to subscribe for Options to acquire Shares in the Company in order to increase the range of potential incentives available to them and to strengthen links between the Company and its employees. Accordingly, the Directors adopted the Golden Rim Resources Limited Employee Share Option Plan ( Plan ) on 15 October 2010 and terminated the Existing Plan.

The Plan is designed to provide incentives to the employees of the Company and to recognise their contribution to the Company's success. Under the Company's current circumstances the Directors consider that the incentives to employees are a cost effective and efficient incentive for the Company as opposed to alternative forms of incentives such as cash

bonuses or increased remuneration. To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. The Plan is designed to achieve this objective, by encouraging continued improvement in performance over time and by encouraging personnel to acquire and retain significant shareholdings in the Company.

Shareholder approval is required if any issue of Employee Options pursuant to the Plan is to fall within the exception to the calculation of the 15% limit imposed by Listing Rule 7.1 on the number of securities which may be issued without shareholder approval. Accordingly, shareholder approval is sought for the purposes of Listing Rule 7.2 Exception 9(b) which provides that Listing Rule 7.1 does not apply to an issue of securities under an employee incentive scheme that has been approved by the holders of ordinary securities within three years of the date of issue.

Prior shareholder approval will be required before any Director or related party of the Company can participate in the Plan.

Under the Plan, the Board may offer to Eligible Persons the opportunity to subscribe for such number of Employee Options in the Company as the Board may decide and on the terms set out in the rules of the Plan, a copy of which is contained in Annexure C of this Explanatory Memorandum. Employee Options granted under the Plan will be offered to participants in the Plan on the basis of the Board’s view of the contribution of the Eligible Person to the Company.

In accordance with the requirements of Listing Rule 7.2 Exception 9(b) the following information is provided:

(a) a copy of the rules of the Plan is attached as Annexure C to this Explanatory Memorandum;
(b) this is the first approval sought under Listing Rule 7.2 Exception 9 with respect to the Plan; and
(c) a voting exclusion statement has been included for the purposes of Resolution 11.

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RESOLUTION 12 – APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITORS OF THE COMPANY

The Directors have resolved to appoint Deloitte Touche Tohmatsu as the new auditors of the Company.

The Company has received:

(a) a nomination under section 328B of the Corporations Act, from Gilbert Rodgers for Deloitte Touche Tohmatsu to be appointed as the Company's auditor, a copy of which is annexed as Annexure D to this Explanatory Memorandum;
(b) a consent to act as auditors of the Company duly executed by Deloitte Touche Tohmatsu, registered company auditors; and
(c) a written resignation from Stantons International Pty Ltd, the Company's existing auditors.

The Board has resolved to appoint Deloitte Touche Tohmatsu as auditors of the Company with effect from the date of the Meeting, subject to receiving ASIC's approval to the resignation of Stantons International Pty Ltd.

GLOSSARY

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited.

" Board " means the board of Directors of the Company.

" Company " means Golden Rim Resources Limited ABN 39 006 710 774.

" Constitution " means the constitution of the Company.

" Corporations Act " means the Corporations Act 2001 (Cth).

" Director " means a director of the Company.

" Existing Plan " means the plan called "Alcaston Mining NL Employee Option Plan" which was adopted by the Board on 5 June 2005.

" Incentive Option " means an option to acquire a Share, the terms of which are set out in Annexure B.

" Listing Rules " means the Listing Rules of the ASX.

" Meeting " means the annual general meeting the subject of the Notice.

" Notice " means the notice of annual general meeting which accompanies this Explanatory Memorandum.

" Option " means an option to acquire a Share.

" Plan " means the Golden Rim Resources Limited Employee Share Option Plan.

" Resolution " means a resolution proposed pursuant to the Notice.

" Share " means a fully paid ordinary share in the capital of the Company.

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ANNEXURE A

TERMS AND CONDITIONS OF G CLASS OPTIONS

Golden Rim Resources Limited

ABN 39 006 710 774

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Terms & Conditions of Class G Options Expiring 10 JULY 2015

(a) The Options shall expire on 10 July 2015 (" Expiry Date ").
(b) Each Option shall confer the right to subscribe for one fully paid ordinary share (" Share "), ranking pari passu with existing issued fully paid ordinary shares, in the capital of the Company.
(c) The Options may be exercised in whole or in part. If the Options are exercised in part each notice of exercise must be for not less than 1,000 Shares and in multiples of 1,000 Shares.
(d) The exercise price for each Option shall be $0.21.
(e) The Options may be transferred at any time in whole or part.
(f) A certificate will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the optionholder and a notice that is to be completed when exercising the Options. If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.
(g) The optionholder will not be permitted to participate in any new pro rata entitlement issues of securities of the Company.
(h) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange.
(i) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
(j) There is no right to change the exercise price of Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a bonus or entitlements issue.
(k)

Notwithstanding clause (b) above, all Options may be exercised by the optionholder:

(a) in the event a takeover bid (as defined in the Corporations Act 2001) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or
(b) at any time after the occurrence of an event which results in a shareholder, or group of associated shareholders, being entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in a general meeting, to replace all or a majority of the board of directors of the Company; or
(c) if a merger by way of scheme of arrangement under the Corporations Act 2001 has been approved by the Court under section 411(4)(b) of the Corporations Act 2001.
(l) Application will not be made for official quotation of the Options on the Australian Securities Exchange.

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ANNEXURE B

TERMS AND CONDITIONS OF DIRECTORS' INCENTIVE OPTIONS

Golden Rim Resources Limited

ABN 39 006 710 774

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Terms & Conditions of Class H

H Options Expiring 21 November 2015

(a) The Options shall expire on 21 November 2015 ( Expiry Date ).
(b) Each Option shall confer the right to subscribe for one fully paid ordinary share ( Share ), ranking pari passu with existing issued fully paid ordinary shares, in the capital of the Company.
(c) Subject to clause (l) below, the Options shall be exercisable by notice in writing to the Company received at any time on or before the Expiry Date. The fully paid ordinary shares will be allotted not more than 15 days after (but not including) the exercise date.
(d) The Options may be exercised in whole or in part. If the Options are exercised in part each notice of exercise must be for not less than 1,000 shares and in multiples of 1,000 shares.
(e) The exercise price for each Option shall be equal to 145% of the volume weighted average of the Shares on the ASX over the last 20 days on which sales of the Share are recorded before 22 November 2010 (rounded up to the nearest cent).
(f) The Options may be transferred at any time in whole or part.
(g) A certificate will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the optionholder and a notice that is to be completed when exercising the Options. If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.
(h) The optionholder will not be permitted to participate in any new pro rata entitlement issues of securities of the Company.
(i) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange Limited.
(j) The Options will not give any right to participate in dividends until shares are allotted pursuant to the exercise of the relevant Options.
(k) There is no right to change the exercise price of Options nor the number of underlying fully paid ordinary shares over which the Options can be exercised, if the Company completes a bonus or entitlements issue.
(l) Notwithstanding clause (c) above, all Options may be exercised by the optionholder:
(a) in the event a takeover bid (as defined in the Corporations Act 2001) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or
(b) at any time after the occurrence of an event which results in a shareholder, or group of associated shareholders, being entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in a general meeting, to replace all or a majority of the board of directors of the Company; or
(c) if a merger by way of scheme of arrangement under the Corporations Act 2001 has been approved by the Court under section 411(4)(b) of the Corporations Act 2001.
(m) Application will not be made for official quotation of the Options on the Australian Securities Exchange.

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ANNEXURE C

GOLDEN RIM RESOURCES LIMITED EMPLOYEE SHARE OPTION PLAN

GOLDEN RIM RESOURCES LIMITED ACN 006 710 774

RULES OF EMPLOYEE SHARE OPTION PLAN

Blakiston & Crabb Solicitors 1202 Hay Street WEST PERTH WA 6005 Tel: (08) 9322 7644 Fax: (08) 9322 1506 Ref: AMM.MC.GMR/17108

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RULES OF EMPLOYEE SHARE OPTION PLAN

GOLDEN RIM RESOURCES LIMITED ACN 006 710 774 RULES OF EMPLOYEE SHARE OPTION PLAN (adopted by the Board on [14] October 2010)

1. NAME OF PLAN

1.1 This Plan shall be called the Golden Rim Resources Limited Employee Share Option Plan.

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

2.1 The Board may establish and administer the Plan in accordance with the terms and conditions set out in these Rules and otherwise as it determines from time to time in its absolute discretion.
2.2 The Board may terminate the Plan, or suspend its operation for any period it considers desirable, at any time that it considers appropriate.
2.3 The Board may not issue any further Options under this Plan after the Plan has been terminated. However, these Rules will continue to apply to Options on issue at the date of such termination until the last of those Options lapses or is exercised.

3. PURPOSE OF PLAN

3.1 The purpose of this Plan is to:
(i) recognise the ongoing ability of the employees of the Company and their expected efforts and contribution in the long term to the performance and success of the Company;
(ii) provide an incentive to the employees of the Company to remain in their employment in the long term;
(iii) attract persons of experience and ability to employment with the Company and foster and promote loyalty between the Company and its employees; and
(iv) provide employees of the Company with the opportunity to acquire Options, and ultimately Shares, in the Company, in accordance with these Rules.

4. OPERATION OF THE PLAN

4.1 The Plan operates according to these Rules which bind the Company and each Participant.

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4.2 The number of Shares to be received on exercise of the Options the subject of an Offer when aggregated with:
(i) the number of Shares which would be issued were each outstanding offer or Option, being an offer made or Option acquired pursuant to the Plan or any other employee share scheme extended only to employees or Directors of the Company, exercised; and
(ii) the number of Shares issued during the previous 5 years pursuant to the Plan or any other employee share scheme extended only to employees or Directors of the Company,

but disregarding any offer made, or Option acquired or Share issued by way of or as a result of:

(iii) an offer to a person situated at the time of receipt of the Offer outside Australia; or
(iv) an offer that did not need disclosure to investors because of section 708 of the Corporations Act; or
(v) an offer made under a disclosure document,

must not exceed 5% of the total number of issued Shares as at the time of the Offer.

5. ELIGIBILITY

5.1 Subject to these Rules, the Board may from time to time determine that any Eligible Person is entitled to participate in the Plan and the extent of that participation. Prior to making that determination, the Board must consider:
(i) the seniority of the relevant Eligible Person and the position the Eligible Person occupies within the Company;
(ii) the length of service of the Eligible Person with the Company;
(iii) the record of employment of the Eligible Person with the Company;
(iv) the potential contribution of the Eligible Person to the growth of the Company;
(v) the extent (if any) of the existing participation of the Eligible Person (or any Permitted Nominee in relation to that Eligible Person) in the Plan; and
(vi) any other matters which the Board considers relevant.
5.2 The Board may exercise its powers in relation to the participation of any Eligible Person on any number of occasions .

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6. OFFER OF OPTIONS

6.1 Subject to these Rules and to the Listing Rules, the Company (acting through the Board) may Offer Options to any Eligible Person at such times and on such terms as the Board considers appropriate. Each Offer must state:
(i) the name and address of the Eligible Person to whom the Offer is made;
(ii) that the Eligible Person to whom the Offer is addressed may accept the whole or any lesser number of Options offered;
(iii) the minimum number of Options and any multiple of such minimum or any other number which may be accepted;
(iv) the period within which the Offer may be accepted, and the period or periods during which the Options or any of them may be exercised and the Expiry Date;
(v) any Exercise Conditions;
(vi) the method of calculation of the Exercise Price; and
(vii) any other matters which the Board may determine.
6.2 The method of calculation of the Exercise Price of each Option will be determined by the Board with regard to the Market Value of the Shares when it resolves to offer the Option. The Board may in exceptional circumstances determine the Exercise Price with regard to historical Market Value of the Shares.

7. ACCEPTING OFFERS

7.1 Upon receipt of an Offer, an Eligible Person may, within the period specified in the Offer:
(i) accept the whole or any lesser number of Options offered by giving to the Company an Application Form; or
(ii) nominate a nominee in whose favour the Eligible Person wishes to renounce the Offer by notice in writing to the Board. The Board may, in its absolute discretion, resolve not to allow such renunciation of an Offer in favour of a nominee without giving any reason for such decision.
7.2 Upon:
(i) receipt of the Application Form referred to in clause 7.1(i); or
(ii) the Board resolving to allow a renunciation of an Offer in favour of a nominee (" Permitted Nominee ") and the Permitted Nominee accepting the whole or any lesser number of Options offered by giving the Company an Application Form,

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then the Eligible Person or the Permitted Nominee, as the case may be, will be taken to have agreed to be bound by these Rules and will be granted Options subject to these Rules.

7.3 If Options are issued to a Permitted Nominee or an Eligible Person, the Eligible Person must, without limiting any provision in these Rules, ensure that the Permitted Nominee complies with these Rules.
7.4 On the issue of Options following receipt by the Company of an Application Form, an Eligible Person or the Permitted Nominee, as the case may be, becomes a Participant.

8. NO CONSIDERATION

8.1 No consideration is payable by an Eligible Person for a grant of an Option, unless the Board decides otherwise.

9. CERTIFICATES

9.1 The Company must give a Participant one or more Certificates stating:
(i) the number of Options issued to the Participant;
(ii) the Exercise Price of those Options;
(iii) the Issue Date of those Options; and
(iv) the Expiry Date of those Options.
9.2 The Certificates for the Options will be dispatched within 10 Business Days after the Issue Date.

10. QUOTATION

10.1 The Company will not apply for Official Quotation of any Options.
10.2 If shares of the same class as those allotted pursuant to the exercise of Options granted under the Plan are listed on the ASX, the Company must apply for Official Quotation of those Shares allotted pursuant to the exercise of Options within the time required by the Listing Rules after the date of allotment.

11. NOT TRANSFERABLE

11.1 Subject to clause 14.5, Options are not transferable.

12. EXERCISE OF OPTIONS

12.1 Subject to any Exercise Conditions, Options may be exercised at any time during the period commencing on the Issue Date and ending on the Expiry Date.

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12.2 Notwithstanding clause 12.1, all Options may be exercised:
(i) during a Bid Period; or
(ii) at any time after a Change of Control Event has occurred; or
(iii) on an application under section 411 of the Corporations Act, if a court orders a meeting to be held concerning a proposed compromise or arrangement for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company.
12.3 Options may only be exercised by the Participant giving notice in writing to the Board delivered to the registered office of the Company. The notice must specify the number of Options being exercised and the Exercise Price for the Options specified in the notice and must be accompanied by:
(i) the Certificate for those Options, for cancellation by the Company; and
(ii) a cheque payable to the Company (or another form of payment acceptable to the Board) in the amount of the product of the number of Options then being exercised by the Participant and the Exercise Price.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount referred to in clause (b).

12.4 Subject to clause 14.1, within 10 Business Days after the notice referred to in clause 12.3 becoming effective, the Board must:
(i) allot and issue the number of Shares to be issued in respect of the Options being exercised;
(ii) cancel the Certificate for the Options being exercised; and
(iii) if applicable, issue a new Certificate for any remaining Options covered by the Certificate accompanying the notice.
12.5 The Board may, at its discretion, by notice to the Participant reduce, waive or vary (provided such variation is not adverse to the Participant) the Exercise Conditions attaching to Options in whole or in part at any time and in any particular case.

13. SHARES ALLOTTED ON EXERCISE OF OPTIONS

13.1 All Shares allotted upon exercise of the Options rank pari passu in all respects with Shares previously issued and, in particular, entitle the holders of Shares to participate fully in:
(i) dividends declared by the Company after the date of allotment; and
(ii) all issues of securities made or offered pro rata to holders of Shares.

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14. LAPSE OF OPTIONS

14.1 Options not validly exercised on or before the Expiry Date will automatically lapse.
14.2 Unless otherwise determined by the Board, if any Options are granted subject to Exercise Conditions and, prior to satisfaction of the Exercise Conditions (such that the Options are not exercisable), an Eligible Person ceases to be an Eligible Person then:
(i) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, any such Options held by such Eligible Person, or if appropriate, his or her Permitted Nominee, will automatically lapse; and
(ii) if the Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options held by him or her within:
- (i) 3 months of the date of (as the case may be) Retirement, Redundancy, death or Total and Permanent Disablement; or
- (ii) such longer period as the Board determines,

subject to the Board, in its absolute discretion, reducing, waiving or varying the Exercise Conditions applying to those Options in accordance with clause 12.5 so that those Options may be exercised. Options the subject of clause 14.2(ii) not exercised within 3 months or the longer period determined by the Board, will automatically lapse.

14.3 Unless otherwise determined by the Board, if an Eligible Person ceases to be an Eligible Person at any time after an Option is or has become exercisable, then:
(i) if the Eligible Person ceases to be an Eligible Person for any reason other than a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee, may exercise any such Options held by him or her within :
- (i) 2 months of ceasing to be an Eligible Person; or
- (ii) such longer period as the Board determines,

and any Options the subject of this clause not exercised within this 2 month period or the longer period determined by the Board, will automatically lapse; and

(ii) if an Eligible Person ceases to be an Eligible Person for a Specified Reason, such Eligible Person, or if appropriate, his or her Permitted Nominee is entitled to exercise any such Option at any time prior to its Expiry Date.

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14.4 A certificate signed by the company secretary of the Company stating that a person ceased for any reason to be an Eligible Person shall (in the absence of manifest error) be conclusive for the purposes of the Plan, both as to such occurrence and the reason for such occurrence and the date of such occurrence.
14.5 Subject to clause 14.2, if at any time prior to the Expiry Date of any Options a Holder dies, the deceased Holder's Legal Personal Representative may:
(i) elect to be registered as the new Holder of the deceased Holder's Options;
(ii) whether or not he or she becomes so registered, exercise those Options in accordance with and subject to these Rules as if he were the Holder of them; and
(iii) if the deceased Holder had already given the Company a notice of exercise of his or her Options, pay the Exercise Price in respect of those Options.

15. PARTICIPATION RIGHTS, BONUS ISSUES, RIGHTS ISSUES, REORGANISATIONS OF CAPITAL AND WINDING UP

15.1 New Issues

(i) Participants are not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless:
(i) they have become entitled to exercise their Options under the Plan; and
(ii) they do so before the record date for the determination of entitlements to the new issue of securities and participate as a result of being holders of Shares.
(ii) The Company must give Participants, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

15.2 Bonus Issues

There is no right to change the Exercise Price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a bonus issue.

15.3 Pro Rata Issues

There is no right to change the exercise price of an Option nor the number of underlying Shares over which the Option can be exercised, if the Company completes a pro rata issue.

15.4 Reorganisation of Capital

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If, prior to the expiry of any Options, there is a reorganisation of the issued capital of the Company, then the rights of a Participant (including the number of Options to which each Participant is entitled and the Exercise Price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.

15.5 Winding Up

If, prior to the expiry of any Options, a resolution for a members' voluntary winding up of the Company is proposed (other than the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the Exercise Conditions, the Participants may, during the period referred to in the notice, exercise their Options.

15.6 Fractions of Shares

For the purpose of this clause 15, if Options are exercised simultaneously, then the Participant may aggregate the number of Shares or fractions of Shares for which the Participant is entitled to subscribe. Fractions in the aggregate number only will be disregarded in determining the total entitlement of a Participant.

15.7 Calculations and Adjustments

Any calculations or adjustments which are required to be made under this clause 15 will be made by the Board and, in the absence of manifest error, are final and conclusive and binding on the Company and the Participant.

15.8 Notice of Change

The Company must within a reasonable period give to each Participant notice of any change under clause 15 to the Exercise Price of any Options held by the Participant or to the number of Shares which the Participant is entitled to subscribe for on exercise of an Option.

16. AMENDMENTS TO THE RULES

16.1 Board May Alter Rules

The Board may subject to clause 16.3 and the Listing Rules alter, delete or add to these Rules at any time (save for the provisions of clause 4.2).

16.2 Alternation of clause 4.2

The Board may alter clause 4.2 with the prior approval by ordinary resolution of the shareholders of the Company in a general meeting.

16.3 Consent of Participants

If any amendment to be made under clause 16.1 would adversely affect the rights of Participants in respect of any Options then held by them, the Board

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must obtain the consent of Participants who between them hold not less than 75% of the total number of those Options held by all those Participants before making the amendment.

16.4 Eligible Persons Outside Australia

The Board may make any additions, variations or modifications to the Rules, in relation to the implementation of the Plan and the specific application of the Rules to Eligible Persons residing outside Australia.

17. POWERS OF THE BOARD

17.1 The Plan shall be administered by the Board who shall have the power to:
(i) determine appropriate procedures and make regulations for the administration of the Plan which are consistent with these Rules;
(ii) resolve conclusively all questions of fact or interpretation arising in connection with the Plan;
(iii) terminate or suspend the operation of the Plan at any time, provided that the termination or suspension does not adversely affect or prejudice the rights of Participants holding Options at that time;
(iv) delegate those functions and powers it considers appropriate, for the efficient administration of the Plan, to any one or more persons whom the Board reasonably believes to be capable of performing those functions and exercising those powers, for such period and on such conditions as the Board may determine;
(v) take and rely upon independent professional or expert advice in or in relation to the exercise of any of their powers or discretions under these Rules;
(vi) administer the Plan in accordance with these Rules as and to the extent provided in these Rules; and
(vii) make regulations for the operation of the Plan consistent with these Rules.

18. NOTICES

18.1 Notices may be given by the Company to any Holder either personally or by sending by post to his or her address as noted in the Company's records or to the address (if any) within the Commonwealth of Australia supplied by him to the Company for the giving of notices. Notices for any overseas Holders shall be forwarded and posted by air. Where a notice is sent by post the notice shall be deemed to be served on the day after posting. The signature of any notice may be given by any Director or secretary of the Company. A notice of exercise given under clause 12.3 shall not be deemed to be served on the Company until actually received.

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19. NO COMPENSATION OR DAMAGES

19.1 The rights and obligations of any Holder under the terms of his or her employment with the Company are not affected by his or her participation in the Plan.
19.2 These Rules do not form part of, and will not be incorporated into, any contract of engagement or employment between a Holder and the Company.
19.3 No Holder has any rights to compensation or damages as a result of the termination of his or her employment, so far as those rights arise or may arise from the Holder ceasing to have rights under the Plan as a result of the termination.
19.4 Participants do not, as Participants, have any right to attend or vote at general meetings of holders of Shares.

20. GOVERNING LAW

20.1 The Plan and any Options issued under it are governed by the laws of Western Australia and the Commonwealth of Australia.
20.2 Each Participant irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Western Australia, the Commonwealth of Australia and courts entitled to hear appeals from those courts.

21. ADVICE

21.1 Eligible Persons should obtain their own independent advice at their own expense on the financial, Taxation and other consequences to them of or relating to participation in the Plan.

22. DEFINITIONS AND INTERPRETATION

22.1 In these Rules, unless the context otherwise requires, the following words and expressions shall have the following meanings:

" Application Form " means a duly completed and executed application for the issue of Options made by an Eligible Person or Permitted Nominee in respect of an Offer, in the form approved by the Board from time to time;

" ASX " means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" Bid Period ", in relation to a takeover bid in respect of shares in the Company, means the period referred to in the definition of that expression in section 9 of the Corporations Act provided that where a takeover bid is publicly announced prior to the service of a bidder's statement on the Company in relation to that takeover bid, the Bid Period shall be deemed to have commenced at the time of that announcement;

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" Board " means the Directors acting as the board of directors of the Company or a committee appointed by such board of directors;

" Business Day " means a day on which banks are open for business in Perth excluding a Saturday, Sunday or public holiday;

" Certificate " means the certificate issued in accordance with clause 9 by the Company to a Holder in respect of an Option;

" Change of Control Event " means a shareholder, or a group of associated shareholders, becoming entitled to sufficient shares in the Company to give it or them the ability, and that ability is successfully exercised, in general meeting, to replace all or a majority of the Board;

" Company " means Golden Rim Resources Limited (ACN 006 710 774);

" Corporations Act " means Corporations Act 2001 (Cth) ;

" Director " means a director of the Company from time to time but does not include a person who is only a director by virtue of being an alternate director;

" Eligible Person " means at any time a person who then is a Director or an employee (whether full-time or part-time) of the Company or of an associated body corporate of the Company;

" Exercise Condition " means the performance, vesting or other conditions (if any) determined by the Board and specified in an Offer which are, subject to these Rules, required to be satisfied, reached or met before an Option can be exercised;

" Exercise Price " means, in respect of an Option, the subscription price per Share, determined in accordance with clause 6.2, payable by a Holder on exercise of the Option;

" Expiry Date " means, in relation to an Option, the date determined by the Board prior to the Offer of the relevant Options, subject to any restriction in the Corporations Act from time to time but in any event no longer than 5 years from the Issue Date;

" Holder " means, in relation to an Option, the person (whether an Eligible Person or a Permitted Nominee) entered in the Company's register of options as the holder of that Option;

" Issue Date " means, in relation to an Option, the date on which the Company grants that Option;

" Legal Personal Representative " means the executor of the will or an administrator of the estate of a deceased person, the trustee of the estate of a person under a legal disability or a person who holds an enduring power of attorney granted by another person;

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" Listing Rules " means the Official Listing Rules of ASX as they apply to the Company from time to time;

" Market Value " means:

(i) the weighted average closing sale price of the Shares recorded on the stock market of ASX over the five trading days immediately preceding the day on which the Board resolves to offer an Option; or
(ii) in circumstances where there has been no trading in the Shares during the five trading days immediately preceding the day on which the Board resolves to offer an Option, the last sale price recorded on the stock market of ASX;

" Offer " means an invitation to an Eligible Person made by the Company under clause 6.1 to apply for an issue of Options;

" Official Quotation " has the meaning ascribed to it in the Listing Rules;

" Option " means an option issued under the Plan to subscribe for a Share;

" Participant " means a person who holds Options issued under the Plan and includes, if a Participant dies or becomes subject to a legal disability, the Legal Personal Representative of the Participant;

" Permitted Nominee " has the meaning given to it by clause 7.2;

" Plan " means the Golden Rim Resources Limited Employee Share Option Plan established in accordance with these Rules;

" Redundancy " means, in relation to an Eligible Person, a determination by the Board that the Company's need to employ a person for the particular kind of work carried out by that Eligible Person has ceased (but, for the avoidance of any doubt, does not include the dismissal of an Eligible Person for personal or disciplinary reasons or where the Eligible Person leaves the employ of the Company of his or her own accord);

" Retirement " means, in relation to an Eligible Person, retirement by that Eligible Person from the Company at age 60 or over or such earlier age as considered appropriate by the Board;

" Rules " means these rules, as amended from time to time;

" Shares " means fully paid ordinary shares in the capital of the Company;

" Specified Reason " means Retirement, Total and Permanent Disablement, Redundancy or death;

" Taxation " means any tax, levy, impost, GST, deduction, charge, rate, contribution, duty or withholding which is assessed (or deemed to be assessed), levied, imposed or made by any government or any governmental, semigovernmental or judicial entity or authority together with any interest, penalty,

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fine, charge, fee or other amount assessed (or deemed to be assessed), levied, imposed or made on or in respect of any or all of the foregoing; and

" Total and Permanent Disablement " means, in relation to an Eligible Person, that the Eligible Person has, in the opinion of the Board and with effect on a date determined by the Board, after considering such medical and other evidence as it sees fit, become incapacitated to such an extent as to render the Eligible Person unlikely ever to engage in any occupation for which he is reasonably qualified by education, training or experience.

22.2 In these Rules, unless a contrary intention appears:
(i) where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
(ii) the singular includes the plural and vice versa;
(iii)
a reference to a gender includes all genders; and
(iv) an expression defined in, or given a meaning for the purposes of, the Corporations Act has the same meaning where used in these Rules.

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Annexure D

GILBERT RODGERS 1 Galway Grove WATERFORD WA 6152 Telephone: (08) 9481 5758 (W); Facsimile: (08) 9481 5759 (W)

15 October 2010

The Directors Golden Rim Resources Limited Level 2, 10 Outram Street West Perth WA 6005

Dear Sirs

NOTICE OF NOMINATION OF AUDITOR

I, Gilbert Rodgers, being a member of Golden Rim Resources Limited (" Company ") hereby nominate Deloitte Touche Tohmatsu of Level 14, 240 St Georges Terrace, Perth, WA 6000 to be appointed as Auditor of the Company at its next Annual General Meeting.

I authorise the distribution of this notice of nomination as required by section 328B(3) of the Corporations Act 2001 (Cth).

Yours faithfully

==> picture [130 x 36] intentionally omitted <==

GILBERT RODGERS

PROXY FORM GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

Appointment of Proxy

If appointing a proxy to attend the Annual General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.

I/We _______ of _________being a shareholder/shareholders of Golden Rim Resources Limited pursuant to my/our right to appoint not more than two proxies, appoint

Write here the name of the person you are appointing if this The Chairman of the person is someone other than the Chairman of the Meeting. Meeting OR (mark with an "X") Write here the name of the person you are appointing as a second proxy (if any).

or failing him/her, (if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting to be held at the Rydges Hotel Perth, Corner of King Street and Hay Street, Perth WA 6000, Australia at 10.00am AWST and at any adjournment of that meeting.

This proxy is to be used in respect of ______% of the ordinary shares I/we hold.

If the Chair of the meeting is appointed as your proxy, or may be appointed by default and you do not wish to direct your proxy how to vote as your proxy in respect of a resolution, please place a mark in the box. By marking this box, you acknowledge that the Chair of the meeting may exercise your proxy even if he has an interest in the outcome of Resolution 5 and votes cast by the Chair of the meeting for those resolutions other than as proxy holder will be disregarded because of that interest. If you do not mark this box, and you have not directed your proxy how to vote, then if the Chair has an interest in the resolution other than as member, the Chair will not cast your votes on the resolution and your votes will not be counted in calculating the required majority if a poll is called on the resolution. The Chair intends to vote 100% of all open proxies in favour of each resolution.

Voting directions to your proxy – please mark  to indicate your directions

oting directions to your proxy – please markto indicate your direct	ions
RESOLUTION	For	Against	Abstain *
1.Adoption of Remuneration Report			
2.Re-election of Mr Glenister Lamont as a Director			
3. Election of Mr Nadir Alhammadi as a Director			
4.Ratification of issue of Shares to Sophisticated Investors			
5.Ratification of issue of G Class Options			
6.Grant of Incentive Options to Rick Crabb, or his nominee(s)			
7. Grant of Incentive Options to Craig Mackay, or his nominee(s)			
8. Grant of Incentive Options to Gilbert Rodgers, or his nominee(s)			
9. Grant of Incentive Options to Glenister Lamont, or his nominee(s)			
10. Grant of Incentive Options to Nadir Alhammadi, or his nominee(s)			
11. Approval of Employee Share Option Plan			
12. Appointment of Deloitte Touche Tohmatsu as Auditor			

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 Joint Shareholder 2 Joint Shareholder 3 Sole Director & Sole Company Secretary Director Director/ Company Secretary Dated this ____ day of ______ 2010 _______ _______ Contact Name Contact Business Telephone / Mobile

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Annual General Meeting Proxy Form

Golden Rim Resources Limited ABN 39 006 710 774

INSTRUCTIONS FOR COMPLETING PROXY FORM

Completion of a proxy form will not prevent individual shareholders from attending the Annual General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attend the Annual General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the Annual General Meeting.
A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.
A proxy need not be a shareholder of the Company.
If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.
Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.
If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of evidence of appointment. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment to including any authority under which it is signed.
If a representative as power of attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate power of attorney under which they have been authorised should be produced for admission to the Annual General Meeting.
Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign.

Joint Holding: Where the holding is in more than one name, all of the shareholders should sign.

Power of Attorney: If you are signing under a power of attorney, you must lodge an original or certified photocopy of the appropriate power of attorney with your completed Proxy Form.

Companies: Where the company has a sole director who is also the sole company secretary this form must be signed by that person.

If the company (pursuant to section 204A of the Corporations Act 2001) does not have a company secretary, a sole director can also sign alone.

Otherwise this form must be signed by a director jointly with either another director or a company secretary. Please indicate the office held by signing in the appropriate place.

Lodgement of a Proxy

This Proxy Form (and any power of attorney under which it is signed) must be received at the address below not later than 48 hours before the commencement of the Annual General Meeting.

Any Proxy Form received after that time will not be valid for the scheduled Annual General Meeting. Hand deliveries: Golden Rim Resources Limited Level 2, 10 Outram Street West Perth WA 6005

Postal address: Golden Rim Resources Limited PO Box 378 West Perth WA 6872

Fax number: +61 8 9481 5759

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AI assistant

ASARA RESOURCES LIMITED — AGM Information 2010

64427_rns_2010-10-27_7fdba5fe-b389-420d-8fbd-087d86b784ec.pdf

Date of Meeting

Place of Meeting

A Proxy Form is enclosed

GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

NOTICE OF ANNUAL

GENERAL MEETING

AGENDA

2. Resolution 2 – Re-election of Mr Glenister Lamont as a Director

3. Resolution 3 – Election of Mr Nadir Alhammadi as a Director

4. Resolution 4 – Ratification of issue of Shares to Sophisticated Investors

ITEMS OF BUSINESS

Financial Reports

5. Resolution 5 – Ratification of issue of G Class Options

6. Resolution 6 – Grant of Incentive Options to Mr Rick Crabb or his nominee(s)

7. Resolution 7 – Grant of Incentive Options to Mr Craig Mackay or his nominee(s)

8. Resolution 8 – Grant of Incentive Options to Mr Gilbert Rodgers or his nominee(s)

9. Resolution 9 – Grant of Incentive Options to Glenister Lamont or his nominee(s)

10. Resolution 10 – Grant of Incentive Options to Mr Nadir Alhammadi

11. Resolution 11 – Employee Share Option Plan

12. Resolution 12 – Appointment of Deloitte Touche Tohmatsu as Auditors of the Company

OTHER BUSINESS

By order of the Board

How to vote

Voting in person (or by attorney)

Voting by a Corporation

Voting by proxy

Shareholders who are entitled to vote

GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

EXPLANATORY MEMORANDUM

FINANCIAL REPORTS

RESOLUTION 1 – ADOPTION OF REMUNERATION REPORT

RESOLUTION 2 – RE-ELECTION OF MR GLENISTER LAMONT AS A DIRECTOR

RESOLUTION 3 - ELECTION OF MR NADIR ALHAMMADI AS A DIRECTOR

RESOLUTION 5 – RATIFICATION OF ISSUE OF G CLASS OPTIONS

RESOLUTIONS 6 to 10 – GRANT OF INCENTIVE OPTIONS TO DIRECTORS

Related Party Transactions Generally

Current Holdings

INFORMATION REQUIREMENTS

The nature of the financial benefit

Directors’ recommendation

Valuation of Incentive Options

Other Information

Listing Rule 10.11

Additional Information

RESOLUTION 11 – EMPLOYEE SHARE OPTION PLAN

RESOLUTION 12 – APPOINTMENT OF DELOITTE TOUCHE TOHMATSU AS AUDITORS OF THE COMPANY

GLOSSARY

ANNEXURE A

TERMS AND CONDITIONS OF G CLASS OPTIONS

Golden Rim Resources Limited

Terms & Conditions of Class G Options Expiring 10 JULY 2015

ANNEXURE B

TERMS AND CONDITIONS OF DIRECTORS' INCENTIVE OPTIONS

Golden Rim Resources Limited

Terms & Conditions of Class H

ANNEXURE C

GOLDEN RIM RESOURCES LIMITED EMPLOYEE SHARE OPTION PLAN

GOLDEN RIM RESOURCES LIMITED ACN 006 710 774

RULES OF EMPLOYEE SHARE OPTION PLAN

RULES OF EMPLOYEE SHARE OPTION PLAN

GOLDEN RIM RESOURCES LIMITED ACN 006 710 774 RULES OF EMPLOYEE SHARE OPTION PLAN (adopted by the Board on [14] October 2010)

1. NAME OF PLAN

2. ESTABLISHMENT AND TERMINATION OF THE PLAN

3. PURPOSE OF PLAN

4. OPERATION OF THE PLAN

5. ELIGIBILITY

6. OFFER OF OPTIONS

7. ACCEPTING OFFERS

8. NO CONSIDERATION

9. CERTIFICATES

10. QUOTATION

11. NOT TRANSFERABLE

12. EXERCISE OF OPTIONS

13. SHARES ALLOTTED ON EXERCISE OF OPTIONS

14. LAPSE OF OPTIONS

15. PARTICIPATION RIGHTS, BONUS ISSUES, RIGHTS ISSUES, REORGANISATIONS OF CAPITAL AND WINDING UP

15.1 New Issues

ASARA RESOURCES LIMITED AGM Information 2010