ASARA RESOURCES LIMITED — AGM Information 2012

Mar 29, 2012

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GOLDEN RIM RESOURCES LIMITED ABN 39 006 710 774

NOTICE OF GENERAL MEETING AND EXPLANATORY MEMORANDUM TO SHAREHOLDERS

Date of Meeting Friday, 4 May 2012

Time of Meeting

10 am WST

Place of Meeting

Level 2, 10 Outram Street West Perth WA 6005

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 GENERAL MEETING

Notice is hereby given that the General Meeting of shareholders of Golden Rim Resources Limited ABN 39 006 710 774 (Company) will be held at 10.00 am WST on Friday, 4 May 2012 at Level 2, 10 Outram Street, West Perth WA 6005 for the purpose of transacting the following business referred to in this Notice of General Meeting.

AGENDA

ITEMS OF BUSINESS

RESOLUTION 2 – 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 8,000,000 Shares (at an issue price of $0.15 cents each) on 15 February 2012 to PAL Technology Services LLC on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 2 by PAL Technology Services LLC and any person associated with PAL Technology Services LLC. 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.

OTHER BUSINESS

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RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

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

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

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“ That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 45,909,500 Shares (at an issue price of $0.15 each) on 9 February 2012 on the terms and conditions set out in the Explanatory Memorandum. ”

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 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.

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: 19 March 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).

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 48 hours prior to the commencement of the 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 received by the Company at the above address, or by facsimile, 48 hours prior to the General Meeting being due to commence. If facsimile transmission is used, the power of attorney must be certified.

• 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.

• 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.

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 General Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5.00pm on 2 May 2012.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to

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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 General Meeting of Golden Rim Resources Limited ( 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.

RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

As announced on 3 February 2012, the Company conducted a private placement to raise approximately A$6,900,000 (before issue costs) ( Placement ). Funds raised pursuant to the Placement will be used to fund an extensive drilling and exploration program in Burkina Faso and Mali and for working capital.

Pursuant to the Placement, the Company issued 45,909,500 Shares at an issue price of $0.15 per Share to institutional and sophisticated investors. Bell Potter Securities Limited acted as Lead Manager to the Placement.

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 1, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 45,909,500 Shares that was made on 9 February 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) 45,909,500 Shares were allotted and issued;

• (b) the Shares were issued at an issue price of $0.15 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 institutional and sophisticated investor clients of Bell Potter Securities Limited, all of whom are unrelated parties of the Company; and

• (e) funds raised from the issue will be used to fund an extensive drilling and exploration program in Burkina Faso and Mali and for working capital.

RESOLUTION 2 – RATIFICATION OF ISSUE OF SHARES

On 15 February 2012, the Company it announced it has placed 8,000,000 Shares with the Company’s largest shareholder, PAL Technology Services LLC. The Shares were issued at $0.15 per Share to raise $1.2 million. Funds raised will, along with funds raised under the Placement, be used to fund an extensive drilling and exploration program in Burkina Faso and Mali and for working capital.

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 2, the Directors are seeking ratification under Listing Rule 7.4 of the issue of 8,000,000 Shares that was made on 15 February 2012 in order to restore the

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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) 8,000,000 Shares were allotted and issued;

• (b) the Shares were issued at an issue price of $0.15 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 PAL Technology Services LLC, an unrelated party of the Company; and

explanatory memorandum accompanying this Notice.

Listing Rules means the Listing Rules of the ASX.

Meeting means the general meeting the subject of the Notice.

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

Resolution means a resolution proposed pursuant to the Notice.

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

• (e) funds raised from the issue will be used to fund an extensive drilling and exploration program in Burkina Faso and Mali and for working capital.

Following the Placement and the issue of Shares to PAL Technology Services LLC the capital structure of the Company and its major shareholders is as set out below:

Capital Structure

• Issued Shares: 413,306,231

• Unlisted Options: 29,950,000

Major Shareholders

• PAL Technology Services LLC 13.18%

• Acorn Capital 7.03%

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 ABN39 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

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