ASARA RESOURCES LIMITED — AGM Information 2012

Oct 10, 2012

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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 8 November 2012

Time of Meeting 10.00 am WST

Place of Meeting

The University Club of Western Australia Seminar Room 3 35 Stirling Highway CRAWLEY WA 6009

A Proxy Form is enclosed

Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the Annual 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 10.00 am WST on 8 November 2012 at The University Club of Western Australia, Seminar Room 3, 35 Stirling Highway, CRAWLEY WA 6009 for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

ITEMS OF BUSINESS

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2012, 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 2012 be adopted."

Note: The vote on this Resolution is advisory only and does not bind the Directors or the Company. Shareholders are encouraged to read the Explanatory Memorandum for further details on the consequences of voting on this Resolution.

The Company will disregard any votes cast on Resolution 1 by or on behalf of a Restricted Voter. 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 a Restricted Voter.

Further, the Company will not disregard a vote cast by the Chair of the meeting as a proxy, if the appointment of the Chair expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel, Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

2. Resolution 2 – Re-election of Nadir Alhammadi as a Director

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

" That, Nadir Alhammadi, 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 – Ratification of issue of Shares

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 25,400,000 Shares (at an issue price of $0.10 each) on 2 August 2012 to various institutional and sophisticated investor clients of Bell Potter Securities Ltd on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 3 by any person who participated in the issue the subject of Resolution 3 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.

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4. Resolution 4 – Grant of 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, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 2,000,000 Options for no consideration, each Option having an exercise price of $0.15 and an expiry date of 18 months from the date of issue, to Mr Craig Mackay or his nominee(s), on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 4 by any Director (other than a Director who is ineligible to participate in any employee incentive scheme of the Company) and their associates. 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 Mr Craig Mackay and is nominee(s) or an associate of Mr Craig Mackay and his nominee(s).

• Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 4 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 4; or

• (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 4. Shareholders may also choose to direct the Chair to vote against Resolution 4 or to abstain from voting.

5. Resolution 5 – Grant of 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, for the purposes of section 208 of the Corporations Act and Listing Rule 10.14 and for all other purposes, the Directors be and are hereby authorised to grant and issue up to 2,000,000 Options for no consideration, each Option having an exercise price of $0.15 and an expiry date of 18 months from the date of issue, to Mr Gilbert Rodgers or his nominee (s), on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 5 by any Director (other than a Director who is ineligible to participate in any employee incentive scheme of the Company) and their associates. 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 Mr Gilbert Rogers and is nominee(s) or an associate of Gilbert Rodgers and his nominee(s).

Further, a Restricted Voter who is appointed as a proxy will not vote on Resolution 5 unless:

• (a) the appointment specifies the way the proxy is to vote on Resolution 5; or

• (b) the proxy is the Chair of the Meeting and the appointment expressly authorises the Chair to exercise the proxy even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. Shareholders should note that the Chair intends to vote any undirected proxies in favour of Resolution 5. Shareholders may also choose to direct the Chair to vote against Resolution 5 or to abstain from voting.

OTHER BUSINESS

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

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Certain abbreviations and other defined terms are used throughout this Notice. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

By order of the Board

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Ms Hayley Butcher Company Secretary

Dated: 20 September 2012

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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 generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, the proxy may only vote on Resolution 1, 4 and 5 if the proxy is the Chair of the Meeting and the appointment

expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• 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, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed resolutions. These rules are explained in this Notice.

• To be effective, proxies must be lodged by 10am WST on 6 November 2012, being 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 using the pre-addressed envelope provided with this Notice to:

Security Transfer Registrars PO BOX 535 APPLECROSS WA 6953 Australia

• by faxing a completed proxy form to +61 8 9315 2233.

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

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received by the Company at the above address, or by facsimile, 48 hours prior to the Annual General Meeting being due to commence. 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 as at 5pm WST on 6 November 2012.

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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
The Chairman of the Meeting (mark with an "X")	OR		if this person is someone other than the Chairman of the Meeting. 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 10.00 am WST on 8 November 2012 at The University Club of Western Australia, Seminar Room 3, 35 Stirling Highway, CRAWLEY WA 6009 and at any adjournment of that meeting.

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

Important for Resolutions 1, 4 and 5 - If the Chair of the Meeting is your proxy or is appointed as your proxy by default

By marking the box below, you are directing the Chair of the Meeting to vote in accordance with the Chair’s voting intentions on Resolutions 1, 4 and 5 as set out in the Notice of Meeting. If you do not mark this box, and you have not directed your proxy how to vote on Resolutions 1, 4 and 5, the Chair of the Meeting will not cast your votes on Resolutions 1, 4 and 5 and your votes will not be counted in computing the required majority if a poll is called on this item. If you appoint the Chair of the Meeting as your proxy you can direct the Chair how to vote by either marking the boxes below next to each Resolution (for example if you wish to vote against or abstain from voting) or by marking the below box (in which case the Chair of the Meeting will vote in favour of Resolution 1, 4 and 5).

The Chair of the Meeting intends to vote all available proxies in favour of Resolutions 1, 4 and 5.

I/We direct the Chair of the Meeting to vote in accordance with the Chair’s voting intentions on Resolution 1 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meeting may exercise my proxy even though Resolutions 1, 4 and 5 are connected directly or indirectly with the remuneration of a member of Key Management Personnel.

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

RESOLUTION	For	Against	**Abstain ***
1.Adoption of Remuneration Report			
2.Re-election of Nadir Alhammadi as Director			
3. Ratification of issue of Shares			
4. Grant of Options to Mr Craig Mackay or his nominee(s)			
5. Grant of Options to Mr Gilbert Rodgers or his nominee(s)			

*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 __________ 2012

_______ _________ Contact Name Contact Business Telephone / Mobile

Annual General Meeting Proxy Form

Golden Rim Resources Limited ABN 39 006 710 774

INSTRUCTIONS FOR COMPLETING PROXY FORM

1. 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.

2. 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.

3. A proxy need not be a shareholder of the Company.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

1. 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 Meeting.

Hand deliveries: Security Transfer Registrars 770 Canning Highway APPLECROSS WA 6153 Australia Postal address: Security Transfer Registrars PO Box 535 APPLECROSS WA 6953 Australia Fax number: +61 8 9315 2233

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 ( Company ).

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

FINANCIAL REPORTS

The first item of the Notice of Annual General Meeting ( AGM ) deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2012 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.

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.

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 2012 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 2012 and is also available on the Company’s website (www.goldenrim.com.au).

Under changes to the Corporations Act which came into effect on 1 July 2011, if at least 25% of the votes cast are against adoption of the Remuneration Report at an AGM, and then again at the following AGM ( Following AGM ), the Company will be required to put a resolution to the Following AGM, to approve calling a general meeting ( spill resolution ). If more than 50% of Shareholders vote in favour of the spill resolution, the Company must convene a general meeting ( spill meeting ) within 90 days of the Following AGM. All of the Directors who were in office when the Directors’ Report (as included in the Company’s annual financial report for the financial year ended immediately before the

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Following AGM) was approved, other than the Managing Director, will (if desired) need to stand for re-election at the spill meeting.

It is noted that at the Company’s 2011 AGM, the votes cast against the Remuneration Report was less than 25% and accordingly a spill resolution is not required for this AGM.

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.

Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice of Meeting. In particular, the directors and other Restricted Voters may not vote on this Resolution and may not cast a vote as proxy, unless the appointment gives a direction on how to vote or the proxy is given to the Chair and expressly authorises the Chair to exercise your proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel. The Chair will use any such proxies to vote in favour of the Resolution.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on this Resolution.

RESOLUTION 2 – RE-ELECTION OF NADIR ALHAMMADI AS A DIRECTOR

Pursuant to Clause 13.2 of the Company's Constitution, Nadir Alhammadi, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Nadir Alhammadi is a director of PAL Technology Services LLC, a member of the Royal Group, which holds almost 12% of Golden Rim’s issued shares.

Mr Alhammadi is a United Arab Emirates Citizen. 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, Mr Alhammadi was appointed Deputy Chief Executive Officer of Presidential Flight. Prior to this, Mr Alhammadi participated in establishing the Company GAMAERO (a joint venture between Gamco & Aerospatiale), formed to support the A320 and A340 fleet. Mr Alhammadi served as Executive Director at GAMAERO. Mr Alhammadi has been a director of Golden Rim since 7 December 2009.

RESOLUTION 3 – RATIFICATION OF ISSUE OF SHARES TO 25,400,000 SHARES

On 2 August 2012 the Company announced that it had raised $2,540,000 through the issue of 25,400,000 Shares at an issue price of $0.10 each to various institutional and sophisticated clients of Bell Potter Securities Limited.

Listing Rule 7.1 broadly provides that in any 12 month period, a company may issue securities up to 15% of its issued share capital without shareholder approval.

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 3, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 25,400,000 Shares that was made on 2 August 2012 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) 25,400,000 Shares were allotted and issued;

• (b) the Shares were issued at an issue price of $0.10 each;

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• (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 various institutional and sophisticated investor clients of Bell Potter, none of whom are related parties of the Company; and

• (e) funds raised from the issue were used for deeper diamond drilling at the Balogo Project, Burkina Faso, metallurgical testwork, and the completion JORC resource estimate.

RESOLUTIONS 4 AND 5 – GRANT OF OPTIONS TO MR CRAIG MACKAY OR HIS NOMINEE(S) AND MR GILBERT RODGERS OR HIS NOMINEE(S)

The Company proposes to grant a total of 4,000,000 incentive Options for no consideration, each Option having an exercise price of $0.15 expiring on the date 18 months after the date of their issue to Craig Mackay and Gilbert Rodgers ( Participating Directors ), or their nominees. The Options will be granted under, and subject to, the terms of the Company’s Employee Share Option Plan. Additional terms of the Options are set out in Annexure A to this Explanatory Memorandum.

The Options will be issued as follows:

Director	Number of Options
Craig Mackay, or his nominee(s)	2,000,000
Gilbert Rodgers, or his nominee(s)	2,000,000
Total	4,000,000

The grant of 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 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.

The number of 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 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.

In the event the Options are exercised, the following amounts will need to be paid to the Company by the Participating Directors:

Director	Amount to bepaid
Craig Mackay, or his nominee(s)	$300,000
Gilbert Rodgers, or his nominee(s)	$300,000
Total	$600,000

The Company will therefore receive $600,000 from the Participating Directors should all the 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:

1. the giving of the financial benefits falls within one of the nominated exceptions to the provision; or

2. 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

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Directors is considered to be a related party of the Company.

Resolutions 4 and 5 provide for the grant of 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
CraigMackay(1)	4,521,047
Gilbert Rodgers(2)	3,093,222
Total	7,614,269

Notes:

• (1) 27,000 Shares are held by the spouse of Mr Mackay; 4,025,000 Shares are held by Earth Science Solutions Pty Ltd. Mr Mackay is a director and shareholder of Earth Science Solutions Pty Ltd; and 469,047 Shares are held by Warrego Investments Pty Ltd. Mr Mackay is a director and shareholder of Warrego Investments Pty Ltd.

• (2) 335,361 Shares are held by Silkform Pty Ltd. Mr Rodgers is a director and shareholder of Silkform Pty Ltd. 2,757,861 Shares are held directly by Mr Rodgers.

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
Craig Mackay	3,500,000 Class F options expiring 22 November 2014(1) 5,000,000 Class H options expiring 21 November 2015(2)
Gilbert Rodgers	3,500,000 unlisted Class F options expiring 22 November 2014(3) 4,000,000 unlisted Class H options expiring 21 November 2015(4)

Notes:

• (1) 3,500,000 of these options are held by Earth Science Solutions Pty Ltd. Mr Mackay is a director and shareholder of Earth Science Solutions Pty Ltd.

• (2) 5,000,000 of these options are held by Earth Science Solutions Pty Ltd. Mr Mackay is a director and shareholder of Earth Science Solutions Pty Ltd.

• (3) 1,000,000 of these options are held by the children of Mr Rodgers; 2,500,000 options are held directly by Mr Rodgers.

• (4) 1,000,000 of these options are held by the children of Mr Rodgers. 3,000,000 options are held directly by Mr Rodgers

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 Options will be granted to the following related parties, or their respective nominees:

Director	Number of Options
Craig Mackay, or his nominee(s)	2,000,000
Gilbert Rodgers, or his nominee(s)	2,000,000
Total	4,000,000

The nature of the financial benefit

The proposed financial benefit to be given is the grant of 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 Crabb, Rodgers, Lamont and Alhammadi (who have no interest in the outcome of Resolution 4) recommend that

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shareholders vote in favour of Resolution 4. Mr Mackay declines to make a recommendation about Resolution 4 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of Options to him or his nominee(s).

Messrs Crabb, Lamont, Alhammadi and Mackay (who have no interest in the outcome of Resolution 5) recommend that shareholders vote in favour of Resolution 5. Mr Rodgers declines to make a recommendation about Resolution 5 as he has a material personal interest in the outcome of that particular Resolution as it relates to the proposed grant of 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 4 and 5 would have the effect of giving power to the Directors to grant a total of 4,000,000 Options on the terms and conditions as set out in Annexure A to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 458,706,231 listed Shares and the following unlisted Options on issue:

Number	Exercise Price	Expiry Date
600,000	$0.21	5/10/14
7,000,000	$0.27	22/11/14
1,000,000	$0.21	10/07/15
15,000,000	$0.29	21/11/15
3,900,000	$0.29	21/11/15
2,450,000	$0.14	12/01/17

If all 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 6.89%. The market price of the Company’s Shares during the period of the Options will normally determine whether or not the Participating Directors exercise the Options. At the time any Options are exercised and Shares are issued pursuant to the exercise of the Options, the Company’s Shares may be trading at a price which is higher than the exercise price of the Options.

The Participating Directors’ remuneration 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 Options the subject of Resolutions 4 and 5 are as follows:

Director	Rem p.a. ($)	Value of Options ($)	Total Financial Benefit($)
Craig Mackay	280,000	100,000	380,000
Gilbert Rodgers	224,000	100,000	324,000

The indicative option valuation of $0.05 is a theoretical valuation of each option using the Black and Scholes Option Pricing Model, as set out below .

Valuation of Options

The Company's advisers have valued the 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 Options has been prepared using the following assumptions:

Variable	Input
Shareprice	$0.12
Exerciseprice	$0.15
Risk Free Interest Rate	3.50%
Time (months to expiry)	18 months from date of issue

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

1. They have based the underlying value of each share in the Company on the ASX closing price of $0.12 on 17 September 2012;

2. Risk free rate of return – 3.50% (estimated, based on Reserve Bank of Australia official cash rate as at 17 September 2012); and

3. 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.

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Over the past 3 months the closing Share price has traded between a low of $0.096 and a high of $0.155 implying a volatility of 61.5%.

Over the past 6 months the closing Share price has traded between a low of $0.096 and a high of $0.235 implying a volatility of 145%.

Over the past 12 months the closing Share price has traded between a low of $0.096 and a high of $0.27 implying a volatility of 181%. The share price spiked $0.04 to close at $0.27 on 20 February 2012 before dropping to $0.255 the next day and further decreasing to $0.23 the following day.

The Company has had periods over the past year where the Share price will regularly move up to $0.04 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%, which is approximately the average of the 3 and 6 month volatility amounts.

Based on the assumptions, it is considered that the estimated average value of the Options to be granted to the Participating Directors is $0.05 per Option.

Any change in the variables applied in the Black & Scholes calculation between the date of the valuation and the date the 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 12 month period ending 19 September 2012:

Highest Price/ Date	Lowest Price / Date	Latest Price / Date
$0.27/20 February 2012	$0.096/7 August 2012	$0.135/19 September 2012

Other Information

Under the Australian Equivalent of IFRS, the Company is required to expense the value of the 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 Options pursuant to Resolutions 4 and 5.

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 10.14

Listing Rule 10.14 requires shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party under an employee incentive scheme. Accordingly, Listing Rule 10.14 requires shareholders to approve the issue of Options under the Plan to the Participating Directors.

For the purposes of Listing Rule 10.15, the following information is provided to shareholders with respect to Resolutions 4 and 5:

• (a) the Options will be granted to the Participating Directors, or their nominees, as noted above;

• (b) the maximum number of Options to be granted to Mr Craig Mackay or his nominee(s) under Resolution 4 is 2,000,000. The maximum number of Options to be granted to Mr Gilbert Rodgers or his nominee(s) under Resolution 5 is 2,000,000;

• (c) the Options will be granted for no cash consideration;

• (d) no funds will be raised by the grant of the Options;

• (e) all Directors, or their permitted nominees, are entitled to participate in the Plan but for the purposes of Resolutions 4 and 5 at this time the Company is only seeking to grant

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• Options to Mr Craig Mackay and Gilbert Rodgers (or their nominee(s));

• (f) no Directors, or their permitted nominees, have received any Options under the Plan;

• (g) there are no loans relating to the issue of Options to the Participating Directors; and

• (h) the Options will be allotted and granted on a date which will be no later than 12 months after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules.

GLOSSARY

" Accounting Standards " has the meaning given to that term in the Corporations Act.

“ AGM ” means the Company’s annual general meeting.

" Annual Report " means the annual report of the Company for the year ended 30 June 2012.

“Key Management Personnel” has the meaning given in the Accounting Standards. " 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.

“Plan” means the Company’s Employee Share Option Plan adopted at the Company’s 2010 AGM.

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

“Restricted Voter” means Key Management Personnel and their Closely Related Parties.

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

" 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.

“Closely Related Party” has the meaning given to that term in the Corporations Act.

" 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.

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

“ JORC Code ” means the 2004 Edition of the Australian Code, for Reporting of Exploration Results, Mineral Resources and Oil Reserves.

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Annexure A

Golden Rim Resources Ltd

ABN 39 006 710 774

• (i) Each option shall carry the right to subscribe for one fully paid ordinary share in Golden Rim Resources Limited ABN 39 006 710 774 (" Company ") (" Share ").

• (ii) The options shall expire at 5.00pm WST on the date 18 months after they were issued (" Expiry Date "). Options not validly exercised on or before the Expiry Date will automatically lapse.

• (iii) A certificate will be issued for the options within 10 business days after the date on which the Company grants the option.

• (iv) No consideration is payable for the grant of the options.

• (v) Options shall be exercisable wholly or in part by notice in writing to the Company at any time from the date of their grant until the Expiry Date.

• (vi) Options may be exercised in whole or in part in parcels of not less than 1,000 except if the Optionholder holds less than 1,000 options. An exercise of only some options shall not affect the rights of the Optionholder to the balance of the options held by him/her/it.

• (vii) The Shares allotted on the exercise of these options shall be issued at an exercise price of $0.15 per Share (" Exercise Price "), which price shall be payable in full on exercise of these options.

• (viii) Options shall only be exercisable by the delivery to the registered office of the Company of a notice in writing. The notice must specify the number of options being exercised and must be accompanied by:

• (i) the option certificate for those options, for cancellation by the Company; and

• (ii) payment of the Exercise Price for each Share to be issued on exercise of the options specified in the notice.

The notice is only effective (and only becomes effective) when the Company has received value for the full amount of the Exercise Price (for example, if the Exercise Price is paid by cheque, by clearance of that cheque) by the Expiry Date.

• (ix) Shares allotted upon exercise of the options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

• (x) The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder has validly exercised his or her options and the underlying Shares have been issued before the record date for the

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determination of entitlements to the new issue of securities and the Optionholder participates as a result of being a holder of Shares.

• (xi) The Company must give the Optionholder, in accordance with the Listing Rules, notice of any new issue of securities before the record date for determining entitlements to the new issue.

• (xii) 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.

• (xiii) 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.

• (xiv) If, prior to the expiry of any options, there is a reorganisation of the issued capital of the Company, then the rights of a Optionholder (including the number of options to which each Optionholder 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.

• (xv) These terms and conditions are to be read in conjunction with the rules of the Golden Rim Resources Ltd Employee Share Option Plan, which rules are to form part of the terms and conditions of the options.

2. Interpretation

In these Terms and Conditions:

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

Business Day means a day on which banks are open for general banking business in Perth, other than a Saturday or a Sunday or public holiday and which is also a business day for the purposes of the Listing Rules;

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

Listing Rules means the official listing rules of ASX as amended, varied, modified or waived from time to time; and

Optionholder means the person holding these options.

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