ASARA RESOURCES LIMITED — AGM Information 2013

Oct 17, 2013

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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 2013

Time of Meeting 11.00 am WST

Place of Meeting Royal Perth Golf Club Labouchere Road SOUTH PERTH WA 6151

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 11.00 am WST on 22 November 2013 at Royal Perth Golf Club, Labouchere Road, SOUTH PERTH WA 6151 for the purpose of transacting the following business referred to in this Notice of Annual General Meeting.

AGENDA

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, a Restricted Voter who is appointed as a proxy will not vote on Resolution 1 unless:

(a) the appointment specifies the way the proxy is to vote on Resolution 1; 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 1.

Shareholders may also choose to direct the Chair to vote against Resolution 1 or to abstain from voting.

If you are a Restricted Voter and purport to cast a vote other than as permitted above, that vote will be disregarded by the Company (as indicated above) and you may be liable for breaching the voting restrictions that apply to you under the Corporations Act.

ITEMS OF BUSINESS

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

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2013, 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 2013 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.

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

" That, 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 – 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 85,000,000 Shares (at an issue price of $0.022 each) on 12 August 2013 to various institutional and sophisticated investor clients of Patersons Securities Limited and Melbourne Capital Limited 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

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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.

4. Resolution 4 – Employee Share Option Plan

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

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.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

OTHER BUSINESS

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"That, for the purposes of Exception 9 of Listing Rule 7.2, Shareholders approve the issue of securities under the Employee Share Option Plan for employees and Directors known as “Golden Rim Resources Limited Employee Share Option Plan”, as an exception to Listing Rule 7.1."

The Company will disregard any votes cast on Resolution 4 by a Director and any person associated with those persons (except one who is ineligible to participate in any employee incentive scheme of the Company). 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.

For the purpose of this voting exclusion statement “associate” shall have the meaning set out in sections 12 and 16 of the Corporations Act. Section 12 of the Corporations Act is to be applied as if it was not confined to associate references occurring in Chapter 6 of the Corporations Act and on the basis that the Company is the “designated body”.

5. Resolution 5 – Approval Additional 10% Placement Capacity

To consider and, if thought fit, to pass the following resolution as a special 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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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 September 2013

"That, for the purpose of Listing Rule 7.1A and all other purposes, Shareholders approve the issue of Equity Securities up to 10% of the issued capital of the Company (at the time of the issue) calculated in accordance with in Listing Rule 7.1A.2 and on the terms and conditions set out in the Explanatory Memorandum."

The Company will disregard any votes cast on Resolution 5 by any person who may participate in the proposed issue and any person who might obtain a benefit, except a benefit solely in the capacity of a holder of ordinary securities if the Resolution is passed, 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

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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 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 11am WST on 20 November 2013, being 48 hours prior to the commencement of the 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 Meeting

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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 (Cth), the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 5pm WST on 20 November 2013.

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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 ).

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 deals with the presentation of the consolidated annual financial report of the Company for the financial year ended 30 June 2013 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 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 2013 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 2013 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 2012 AGM, the votes cast against the Remuneration Report was less than 25% and accordingly a Spill Resolution is not required for this Meeting.

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 GLENISTER LAMONT AS A DIRECTOR

Clause 13.2 of the Company’s Constitution provides that at every AGM of the Company, one-third of the Directors (excluding any alternate Directors and the Managing Director), or, if their number is not a multiple of 3, then such number as is appropriate to ensure no Director holds office for more than 3 years, shall retire from office. A retiring Director is eligible for re-election.

Pursuant to Clause 13.2 of the Company's Constitution, 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. He has worked as an engineer and manager in gold, base metal and coal mines. Previously as General Manager for Ashton Mining Ltd, 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. Mr Lamont has been a director of Golden Rim since 17 July 2007.

RESOLUTION 3 – RATIFICATION OF ISSUE OF 85,000,000 SHARES

On 12 August 2013, the Company announced that it had issued 85,000,000 Shares at an issue price of $0.022 per Share to raise $1,870,000 (before costs) ( Placement ). Paterson Securities Limited and Melbourne Capital Limited acted as joint lead managers to the Placement. The purpose of the Placement was to raise funds for the Company to undertake further work on its Balogo Project. Shares under the Placement were issued under the Company’s 15% placement capacity under Listing Rule 7.1

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 previous issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold set out in Listing Rule 7.1. The effect of such ratification is to restore a company's 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 85,000,000 Shares that was made

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on 12 August 2013 in order to restore the right of the Company to issue further Shares without shareholder approval 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) 85,000,000 Shares were issued;

• (b) the Shares were issued at an issue price of $0.022 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 various institutional and sophisticated investor clients of Patersons Securities Limited and Melbourne Capital Limited, none of whom are related parties of the Company; and

• (e) funds raised from the issue were and will be used to undertake further work at the Company’s Balogo gold project (Burkina Faso) including:

• (i) reverse circulation drilling of the new gold anomalies identified at Balogo;

• (ii) diamond drilling at Netiana to update the current resource estimate; and

• (iii) commencement of bankable feasibility and environmental studies.

Funds raised will also be used for working capital.

RESOLUTION 4 - EMPLOYEE SHARE OPTION PLAN

The Directors considered that it was desirable to adopt an 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. The issue of securities under the Plan was approved by shareholders pursuant to Exception 9 of Listing Rule 7.2 at the Company’s 2010 AGM held on 22 November 2010.

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 provided by a grant of Options are a cost effective and efficient means for the Company to provide incentives 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.

A summary of Listing Rule 7.1 is provided above. Listing Rule 7.2 Exception 9(b) provides that securities issued under an employee incentive scheme which has been approved by shareholders within three years of the date of issue, are issued as an exception to the company’s 15% placement capacity under Listing Rule 7.1.

Accordingly, as the Plan was last approved by shareholders in 2010, shareholder approval is sought again for the purposes of Exception 9(b) of Listing Rule 7.2.

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 Options in the Company as the Board may decide and on the terms set out in the rules of the Plan. 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.

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

• (a) a summary of the Plan is set out below;

• (b) the Plan was previously approved by shareholders on 22 November 2010. Since that date, a total of 10,350,000 Options have been issued under the Plan as follows:

• (i) 3,900,000 Options issued on 22 November 2010 with an exercise price of $0.29 each, expiring on 21 November 2015;

• (ii) 2,450,000 Options issued on 13 January 2012 with an exercise price of $0.14 each, expiring on 12 January 2017 (including 300,000 options which have subsequently expired following the resignation of an employee); and

• (iii) 4,000,000 Options issued on 8 November 2012 with an exercise price of $0.15 each, expiring on 7 May 2014; and

• (c) a voting exclusion statement has been included for the purposes of Resolution 4.

Summary of the Plan

• (a) Eligibility : The Board may provide an invitation to a Director or an employee (whether full-time or part-time) of the Company (or associated body corporate of the Company) to participate in the Plan ( Eligible Person ). The Board may exercise its powers in relation to the participation of an Eligible Person on any number of occasions.

• (b) Offer : Subject to the terms of the Plan and the Listing Rules, the Board may make an offer of Options at any time. The offer must state the following information:

• (i) the name and address of the Eligible Person to whom the offer is made;

• (ii) that the Eligible Person may accept the whole or any lesser

number of Options being offered;

• (iii) the minimum number of Options which may be accepted;

• (iv) the period within which the offer must be accepted, and the period during which the Options may be exercised and their expiry date;

• (v) any exercise conditions; and (vi) the method of calculation of the exercise price.

• (c) Cap on number of Options : The number of Shares to be received on exercise of the Options the subject of an offer, when aggregated with the number of Shares:

• (i) which would be issued were each outstanding offer or Option exercised; and

• (ii) issued during the previous 5 years pursuant to the Plan or any other employee share scheme extended only to employees or Directors,

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

• (iii) to a person outside of Australia; (iv) that did not need disclosure to investors because of section 708 of the Corporations Act; or

• (v) made under a disclosure document,

• must not exceed 5% of the total number of issued Share as at the time of the offer.

• (d) Exercise Price : The method of calculating 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.

• (e) Nominee : An Eligible Person may nominate a nominee in whose favour the Eligible Person wishes to renounce the offer. The Board may, in its absolute discretion, resolve not to allow such renunciation.

• (f) Consideration : Unless the Board determines otherwise, no consideration is payable for a grant of an Option.

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• (g) Quotation : The Company will not apply for official quotation of any Options.

• (h) Transferability : Options are not transferrable, except where the holder of the Option has died.

• (i) Exercise of Option : 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, by the Participant giving notice in writing to the Board. Within 10 business days after the notice becomes effective, the Board must allot and issue the relevant number of Shares. The Board may, in its absolute discretion, waive or vary (provided such variation is not adverse to the Participant) the exercise conditions attaching to the Option.

• (j) Lapse of Option : An Option will automatically lapse if it is not exercised on or before the expiry date.

Unless otherwise determined by the Board, if any Options are granted subject to exercise conditions, and prior to those exercise conditions being met an Eligible Person ceases to be an Eligible Person:

• (i) for any reason other than a Specified Reason, any Options held by the Eligible Person (or his or her permitted nominee) will automatically lapse; and

• (ii) for a Specified Reason, the Eligible Person (or his or her permitted nominee) may exercise his or her Options within three months of the date of the Specified Reason occurring, or such longer period as the Board determines, subject to the Board exercising its discretion to reduce or waive the exercise conditions such that they may be exercised. Options not exercised within this time period shall automatically lapse.

Unless otherwise determined by the Board, if at any time after an Option

becomes exercisable, an Eligible Person ceases to be an Eligible Person:

• (i) for any reason other than a Specified Reason, that person (or his or her permitted nominee) is entitled to exercise his or her Options within two months of ceasing to be an Eligible Person, or such longer period as the Board determine; and

• (ii) for a Specified Reason, that person (or his or her permitted nominee), may exercise his or her Options at any time prior to its expiry date.

• (k) Ranking of Shares : Shares issued upon exercise of an Option will rank equally in all respects with existing Shares.

• (l) New issues : Participants are not entitled to participate in any new issue of securities to holders of existing Shares 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 new entitlements to the new securities.

• (m) Bonus and pro rata issues : If the Company completes a bonus issue or pro rata issue the Company has no right to change the exercise price of an Option or the number of underlying Shares over which an Option can be exercised.

• (n) Adjustment of Options : If, prior to the expiry of any Options, there is a reorganisation of the issued share 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 required by the Listing Rules.

• (o) 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 for the purpose of a reconstruction or amalgamation), the Board may, in its

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absolute discretion, give written notice to the Participants of the proposed resolution. Subject to any exercise conditions, the Participants may, during the period referred to in the notice, exercise their Options.

• (p) Amendments to the Plan : Save for item (c) above and subject to the Listing Rules, the Plan may be amended by the Board, provided that where the amendments adversely affect the rights of Participants, the Board obtains the prior consent of Participants who between them hold not less than 75% of the total number of those Options.

RESOLUTION 5 – APPROVAL OF ADDITIONAL 10% PLACEMENT CAPACITY

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital over a 12 month period after the AGM at which a resolution for the purposes of Listing Rule 7.1A is passed by special resolution ( Additional 10% Placement Capacity ). The Additional 10% Placement Capacity is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An entity will be eligible to seek approval under Listing Rule 7.1A if:

• (a) the entity has a market capitalisation of $300 million or less; and

• (b) the entity that is not included in the S&P ASX 300 Index.

The Company is an eligible entity for the purposes of Listing Rule 7.1A.

The approval of the Additional 10% Placement capacity provides greater flexibility for the Board to conduct capitals raisings through placements in the 12 month period following the AGM.

Any Equity Securities issued under the Additional 10% Placement Capacity must be in the same class as an existing quoted class of Equity Securities of the Company. As at the date of this Notice, the only class of quoted Equity Securities the Company has on issue is

Shares. The Company also has unlisted Options on issue.

The number of Equity Securities the Company may issue or agree to issue under the Additional 10% Placement Capacity is a moving calculation and will be based on the formula set out in Listing Rule 7.1A.2 which is set out below:

(A x D) – E

where:

• A is the number of Shares on issue 12 months before the date of issue or agreement:

• (a) plus the number of fully paid Shares issued in the 12 months under an exception in Listing Rule 7.2;

• (b) plus the number of partly paid Shares that became fully paid in the 12 months;

• (c) plus the number of fully paid Shares issued in the 12 months with approval of holders of Shares under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Shares under the entity's 15% placement capacity without shareholder approval;

• (d) less the number of fully paid Shares cancelled in the 12 months.

Note that ‘A’ has the same meaning in Listing Rule 7.1 when calculating an entity's 15% placement capacity.

D is 10%

• E is the number of Equity Securities issued or agreed to be issued under Listing Rule 7.1A.2 in the 12 months before the date of the issue or agreement to issue, that are not issued with the approval of shareholders under Listing Rules 7.1 or 7.4.

Resolution 5 is a special resolution, requiring approval of 75% of the votes cast by

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shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate shareholder, by a corporate representative) in order to be passed.

Specific information required by Listing Rule 7.3A

The following information in relation to the Additional 10% Placement Capacity is provided to shareholders for the purposes of Listing Rule 7.3A:

• (a) The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days immediately before:

• (i) the date on which the price at which the Equity Securities are to be issued is agreed; or

• (ii) if the Equity Securities are not issued within five Trading Days of the date in paragraph (i) above, the date on which the Equity Securities are issued.

Equity Securities on the issue date of the Equity Securities; or

• (B) as consideration (or part thereof) for the acquisition of a new asset,

both of which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity.

• (c) The table in Annexure A shows the dilution of existing shareholders upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable ‘A’ (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable ‘A’ is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities.

The table shows:

• (b) If Resolution 5 is approved by shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity and existing shareholders do not participate (either because they are not invited to participate or because they elect not to participate), their economic and voting interests in the Company will be diluted. This means that each Share will represent a lower proportion of the ownership and voting power of the Company. There is also a risk that:

• (i) the market price for the Company's Equity Securities may be significantly lower on the date of the issue of the Equity Securities than on the date of the Meeting; and

• (ii) the Equity Securities may be issued:

  • (A) at a price that is at a discount to the market price for the Company's

• (i) examples of where variable ‘A’ is at its current level, and where variable ‘A’ has increased by 50% and by 100%;

• (ii) examples of where the issue price of ordinary securities is the current market price as at close of trade on 18 September 2013, being $0.018, (current market price), where the issue price is halved, and where it is doubled; and

• (iii) the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

• (d) Approval of the Additional 10% Placement Capacity will be valid during the period ( Additional Placement Period ) from the date of the Meeting to the earlier of:

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• (i) the date that is 12 months after the date of the Meeting; and

• (ii) the date of the approval by shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).

• (e) The Company may seek to issue the Equity Securities for the following purposes:

• (i) if Equity Securities are issued for cash consideration, the Company intends to use the funds for ongoing exploration programs over the Company’s west African projects, continuing work on a bankable feasibility study and development works at the Balogo Project, corporate and working capital requirements and the costs of the issue; and

• (ii) if Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the noncash consideration to the market.

The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.

• (f) The identity of the persons to whom Equity Securities will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of matters including, but not limited to:

• (i) what methods of raising funds are available to the Company, including other capital raising alternatives;

• (ii) the dilutionary effect of the proposed issue of the Equity

Securities on existing shareholders at the time of proposed issued of Equity Securities;

• (iii) the effect on control or the acquisition of a substantial interest in the Company;

• (iv) the structure of the issue including size, price and timing;

• (v) the financial situation and solvency of the Company;

• (vi) the shareholder register, including the spread and the representation of institutional, sophisticated and retail investors, as well as other considerations such as the geographical representation of shareholders; and

• (vii) advice from its professional advisers, including corporate, financial and broking advisers (if applicable).

The persons to whom Shares will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their associates) of the Company.

• (g) The Company has not previously obtained shareholder approval under Listing Rule 7.1A.

• (h) A voting exclusion statement is included in the Notice. At the date of the Notice, the Company has not determined its allocation policy for the issue of Equity Securities under the Additional 10% Placement Capacity, other than noting the persons to whom Shares will be issued will be determined on a case by case basis having regard to the factors outlined in paragraph (f) above. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under

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the Additional 10% Placement Capacity, therefore no existing security holders’ votes would be excluded under the voting exclusion statement included in this Notice.

GLOSSARY

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

" AGM " means annual general meeting.

" Annual Report " means the annual report of the Company for the year ended 30 June 2013.

" 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.

" Notice " means the notice of Annual General Meeting which accompanies this Explanatory Memorandum.

" Option " means an option to acquire a Share.

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

" Participant " means a person who hold Options issued under the Pan and includes, if a Participant dies or becomes subject to a legal disability, the legal representative of the Participant.

" 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.

" Specified Reason " means retirement, total and permanent disablement , redundancy or death, as those terms are defined in the Plan.

" Trading Day " means a day determined by ASX to be a trading day.

" Constitution " means the constitution of the Company.

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

" Director " means a director of the Company.

" Equity Securities " has the meaning given to it in the Listing Rules.

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

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

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

" Meeting " means the AGM the subject of the Notice.

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Annexure A

The table below demonstrates various examples as to the number of Equity Securities that may be issued under the Additional 10% Placement Capacity.

Variable ‘A’	Number of Shares issued and funds raised under the Additional 10% Placement Capacity and dilution effect		Dilution
		$0.009 Issue Price at half the current market price	$0.018 Issue Price at current market price	$0.036 Issue Price at double the current market price
Current Variable ‘A’ 548,006,923 Shares	Shares issued	54,800,692	54,800,692	54,800,692
	Funds raised	$493,206	$986,412	$1,972,825
	Dilution	10%	10%	10%
50% increase in current Variable ‘A’ 822,010,385 Shares	Shares issued	82,201,039	82,201,039	82,201,039
	Funds raised	$739,809	$1,479,619	$2,959,237
	Dilution	10%	10%	10%
100% increase in current variable ‘A’ 1,096,013,846 Shares	Shares issued	109,601,385	109,601,385	109,601,385
	Funds raised	$986,412	$1,972,825	$3,945,650
	Dilution	10%	10%	10%

Note : This table assumes:

• No Options are exercised/vest before the date of the issue of the Equity Securities.

• The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares. If the issue of Equity Securities includes quoted Options, for the purposes of the above table, it is assumed that those quoted Options are exercised into Shares for the purposes of calculating the voting dilution effect on existing shareholders.

• The table does not show an example of dilution that may be caused to a particular shareholder by reason of placements under the Additional 10% Placement Capacity, based on that shareholder’s holding at the date of the Meeting.

• The table shows only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.

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