ASARA RESOURCES LIMITED — AGM Information 2014

Oct 13, 2014

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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

Friday 14 November 2014

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 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 given that the Annual General Meeting of Shareholders of Golden Rim Resources Limited (ABN 39 006 710 774) ( Company ) will be held at 11.00am WST on Friday 14 November 2014 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

Financial Reports

To receive and consider the financial statements of the Company for the year ended 30 June 2014, 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 a non-binding resolution :

" That the Remuneration Report as set out in the Annual Report for the year ended 30 June 2014 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, 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.

2. Resolution 2 – Re-election of Rick Crabb as a Director

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

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

3 Resolution 3 – Election of Martin Pyle as a Director

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

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

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4. Resolution 4 – Grant of Options to Mr Craig Mackay

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, Listing Rule 10.11 and for all other purposes, the Directors are authorised to issue up to:

• (a) 2,000,000 Class K Options for no consideration, with each Class K Option having an exercise price that is 45% above the 5 Day VWAP prior to the date of issue and an expiry date that is 2 years from the date of issue; and

• (b) 3,000,000 Class L Options for no consideration, with each Class L Option having an exercise price that is 120% above the 5 Day VWAP prior to the date of issue and an expiry date that is 3 years after the date of issue,

to Mr Craig Mackay or his nominee, on the terms and conditions set out in the Explanatory Memorandum (including Annexures 1 and 2 to the Explanatory Memorandum). "

Voting exclusion statement:The Company will disregard any votes cast on Resolution 4 by Craig Mackay and any Associate of Craig
Mackay. However, the Company need not disregard a vote if:
(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the proposed Resolution; and
(b) it is not cast on behalf of Craig Mackay or an Associate of Craig Mackay.
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.
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.

OTHER BUSINESS

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

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

By order of the Board

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Hayley Butcher Company Secretary

Dated: 24 September 2014

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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 their attendance recorded. To be effective a certified copy of the Power of Attorney, or the original Power of Attorney, must be received by the Company in the same manner, and by the same time as outlined for proxy forms below.

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).

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 who do not nominate the identity of their proxy, will be taken to have appointed the Chair 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 Chair of the Meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chair 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 11.00am WST on 12 November 2014, 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 being due to commence. If facsimile transmission is used, the Power of Attorney must be certified.

• A proxy need not be a Shareholder.

Shareholders who are entitled to vote

• 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

In accordance with paragraphs 7.11.37 and 7.11.38 of the Corporations Regulations, 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 WST on 11 November 2014.

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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 the 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 2014 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.

The Chair will allow a reasonable opportunity for the Auditor or their representative to answer any written questions submitted to the Auditor under section 250PA of the Corporations Act.

RESOLUTION 1 – Non Binding Resolution to adopt Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as disclosed in the Company's 2014 Annual Report be adopted.

The Remuneration Report is set out in the Company’s Annual Report 2014 and is also available on the Company’s website (www.goldenrim.com.au).

The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. However, if at least 25% of the votes cast are against adoption of the Remuneration Report at two consecutive annual general meetings, the Company will be required to put a resolution to the second annual general meeting ( Spill Resolution ), to approve calling a general meeting ( Spill Meeting ). If more than 50% of Shareholders vote in favour of the Spill Resolution, the Company must convene a Spill Meeting within 90 days of the second annual general meeting. All of the Directors who were in office when the applicable Directors’ Report was approved, other than the Managing Director, will (if desired) need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

The Remuneration Report for the financial year ended 30 June 2013 did not receive a vote of more than 25% against its adoption at the Company’s last annual general meeting held on 22 November 2013. Accordingly, if at least 25% of the votes cast on Resolution 1 are against adoption of the Remuneration Report it will not result in the Company putting a Spill Resolution to Shareholders.

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.

The Chair will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report.

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Voting

Note that a voting exclusion applies to Resolution 1 in the terms set out in the Notice. In particular, the Directors and other Restricted Voters may not vote on Resolution 1 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 though Resolution 1 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 Resolution 1.

Shareholders are urged to carefully read the proxy form and provide a direction to the proxy on how to vote on Resolution 1.

RESOLUTION 2 – Re-election of Rick Crabb as a Director

Clause 13.2 of the Company’s Constitution provides that at every annual general meeting of the Company, onethird 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, Rick Crabb, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr Crabb holds degrees of Bachelor of Jurisprudence (Honours), Bachelor of Laws and Master of Business Administration from the University of Western Australia. He has practiced as a solicitor from 1980 to 2004 specialising in mining, corporate and commercial law. He has advised on all legal aspects including financing, marketing, government agreements and construction contracts for many resource development projects in Australia and Africa. Mr Crabb now focuses on his public company directorships and investments. He has been involved as a director and strategic shareholder in a number of successful public companies. Mr Crabb is a Councillor on the Western Australian Division of the Australian Institute of Company Directors. Mr Crabb has been a director of Golden Rim since 21 August 2001.

Mr Crabb is an independent director of the Company. Mr Crabb’s other current directorships are as follows:

• Paladin Resources Ltd (appointed 8 February 1994)

• Ashburton Minerals Limited (appointed 1 September 1999)

• Otto Energy Limited (appointed 19 November 2004)

The Board (in the absence of Mr Crabb) supports the re-election of Mr Crabb as a director of the Company and recommend that Shareholders vote in favour of Resolution 2.

RESOLUTION 3 – Election of Martin Pyle as a Director

Resolution 3 seeks approval for the election of Martin Pyle as a Director with effect from the end of the Meeting.

Mr Pyle was appointed by the Board as a Director on 18 July 2014 as Aurora’s nominee director pursuant to the Loan Agreement entered into between Aurora and the Company dated 2 May 2014.

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

Martin Pyle retires from office in accordance with the requirements of clause 13.5 of the Constitution and submits himself for election in accordance with clause 13.5 of the Constitution.

Mr Pyle is the Managing Director of Aurora and accordingly, he is not considered by the Board to be an independent director. He has over 25 years of finance and resource industry experience. Mr Pyle’s professional geological career includes mine geology, exploration, resource and reserve estimation and feasibility study analysis. He also has experience as a resource analyst, mining industry consultant, company director and corporate advisor, including 17 years in senior roles with major stockbroking firms. Mr Pyle holds Bachelor of Science (First Class Honours – Geology) and Masters of Business Administration degrees.

In addition to being Managing Director of Aurora, Mr Pyle is also non-executive director of Tanami Gold NL.

The Board (in the absence of Mr Pyle) supports the re-election of Mr Pyle as a director of the Company and recommend that Shareholders vote in favour of Resolution 3.

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RESOLUTION 4 – Grant of Options to Mr Craig Mackay

The Company is seeking approval to grant up to 2,000,000 Class K Options and up to 3,000,000 Class L Options to the Company’s Managing Director, Mr Craig Mackay, or his nominee. As at the date of this Notice, the Board has not resolved whether to grant the Options the subject of Resolution 4 to Mr Mackay.

The Board has determined the exercise price of the Class K Options and the Class L Options with regard to the market value of the Company’s Shares, and considers 45% and 120% respectively to be a suitable premium to meet the performance and retention objectives of the proposed grant of Options to Mr Mackay as outlined on this page 7 of the Explanatory Memorandum.

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:

• (a) the giving of the financial benefits falls within one of the nominated exceptions to the provision; or (b) 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, Mr Mackay is a related party of the Company.

Resolution 4 seeks approval for a grant of Options to Mr Mackay, which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act.

Information Requirements – Chapter 2E of the Corporations Act

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

The related parties to whom the proposed Resolution 4 would permit the financial benefit to be given and the nature of the financial benefit

The financial benefit that may be given to Mr Mackay if Resolution 4 is approved by Shareholders is the grant of 2,000,000 Class K Options and 3,000,000 Class L Options for no consideration.

The amount that will need to be paid to the Company by Mr Mackay if the Class K Options are exercised is an amount equal to 45% above the 5 Day VWAP prior to the date of issue multiplied by 2,000,000. The amount that will need to be paid to the Company by Mr Mackay if the Class L Options are exercised is an amount equal to 120% above the 5 Day VWAP prior to the date of issue multiplied by 3,000,000.

The details of the financial benefit including reasons for giving the type and quantity of the benefit

The terms of the Class K Options and Class L Options are set out in Annexures 1 and 2 to this Explanatory Memorandum.

The grant of Options would encourage Mr Mackay 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 Mr Mackay) that the incentives represented by the grant of these Options would be 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 maximum number of Options that may be granted to Mr Mackay has been determined based upon a consideration of:

• a) the remuneration of Mr Mackay;

• b) the extensive experience and reputation of Mr Mackay within the mining industry; c) the current price of Shares;

• d) the Directors’ wish to ensure that the remuneration offered is competitive with market standards or/and practice. The Directors have considered the proposed number of Options to be granted and will ensure that Mr Mackay’s overall remuneration is in line with market practice; and

• e) incentives to encourage continuity of service, while maintaining the Company’s cash reserves. The Company does not consider that there are any significant opportunity costs to the Company or benefits foregone by the Company in issuing the Options upon the terms proposed.

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Current Holdings

As at the date of this Notice, Mr Mackay has a relevant interest in 6,106,779 Shares (4,000,000 Shares are held by Earth Science Solutions Pty Ltd, 2,048,779 Shares are held by Warrego Investments Pty Ltd, and 58,000 Shares are held by Sharyn Mackay, each related parties of Mr Mackay) and the Options set out in the table below (held by Earth Science Solutions Pty Ltd, a related party of Mr Mackay):

Number of Options	Exercise Price	Expiry Date
3,500,000	$0.27	22 November 2014
5,000,000	$0.29	21 November 2015

Dilution effect of grant of Options on existing members’ interests

If passed, Resolution 4 will give the Directors power to grant a total of 5,000,000 Options on the terms and conditions as set out in Annexures 1 and 2 to this Explanatory Memorandum and as otherwise mentioned above.

The Company currently has 1,057,771,216 listed Shares and the following unlisted Options on issue:

**Number **	Exercise Price (A$)	Expiry Date
600,000	0.21	05/10/14
7,000,000	0.27	22/11/14
16,366,667	0.015	20/02/15
50,000,000	0.015	30/06/15
1,000,000	0.21	10/07/15
15,000,000	0.29	21/11/15
3,900,000	0.29	21/11/15
2,150,000	0.14	12/01/17

If all Options are granted to Mr Mackay and are exercised, and assuming all existing Options on issue which are “out of the money” as at the date of this Notice have not been exercised, the effect would be to dilute the shareholding of existing Shareholders by 0.47%. The market price of the Company’s Shares during the period of the Options will normally determine whether or not the optionholder exercises 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.

Mr Mackay’s total remuneration package

Mr Mackay’s salary per annum (including superannuation) and the total financial benefit to be received by him in this current period, including if the Options the subject of Resolution 4 are granted, is as follows:

Salary p.a. (A$)	Value of Options (A$)	Total Financial Benefit (A$)
279,000	25,400.00	304,400

The indicative option valuation of A$0.0049 per Class K Option and A$.0052 per Class L Option is a theoretical valuation of each Class K Option and Class L Option respectively using the Black - Scholes Model.

Valuation of Options

The Company's advisers have valued the Options that may be granted to Mr Mackay 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
Share price	$0.0110
Exercise price for Class K Options	$0.0160
Exercise price for Class L Options	$0.0242
Risk Free Interest Rate	2.93%
Volatility	100%
Time (years to expiry)	2 years for Class K Options 3 years for Class L Options

The Company’s advisers have calculated the value of each Class K Option and Class L Option based on the following assumptions:

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• (a) they have based the underlying value of each Share in the Company on the ASX closing price of A$0.0110 on 12 September 2014, which was the valuation date;

• (b) risk free rate of return 2.93% (estimated, based on yields on Commonwealth government bonds with a maturity of 5 years); and

• (c) 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.

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.

Company’s historical Share price

The following table gives details of the highest, lowest and latest closing prices of the Company’s Shares trading on ASX over the past 12 months ending on 23 September 2014:

Highest Price (A$)/Date	Lowest Price (A$)/Date	Latest Price (A$)/Date
0.019 on 26 September 2013	0.008 on 18 June2014	0.011on 23 September 2014

Other Information

Under the Australian Equivalent of the International Financial Reporting Standards ( 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 Resolution 4.

Neither the Directors nor 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 Resolution 4.

Directors’ recommendation

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

Messrs Crabb, Lamont and Pyle (who have no interest in the outcome of Resolution 4) recommend that 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 potential grant of Options to him or his nominee. The Board (other than Mr Mackay) is not aware of any other information that would reasonably be required by the Shareholders to allow them to make a decision whether it is in the best interests of the Company to pass Resolution 4.

Information Requirements - Listing Rules 10.11 and 10.13

Listing Rule 10.11 requires Shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party. Accordingly, Listing Rule 10.11 requires Shareholders to approve the grant of Options to Craig Mackay.

The following information in relation to the Options to be granted pursuant to Resolution 4 is provided to Shareholders for the purposes of Listing Rules 10.11 and 10.13:

• (a) the Options will be granted to Craig Mackay, or his nominee(s) as noted above;

• (b) the maximum number of Class K Options to be granted is 2,000,000 and the maximum number of Class L Options to be granted is 3,000,000;

• (c) the Options will be issued on a date which will be no later than 1 month after the date of this Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;

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

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

• (f) the terms and conditions of the Options are set out in Annexures 1 and 2 to this Explanatory Memorandum.

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

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Glossary

$ means Australian dollars.

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

Associate has the meaning given in sections 12 and 16 of the Corporations Act. Section 12 is to be applied as if paragraph 12(1)(a) included a reference to the Listing Rules and on the basis that the Company is the “designated body” for the purposes of that section. A related party of a director or officer of the Company or of a Child Entity of the Company is to be taken to be an associate of the director unless the contrary is established.

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

Aurora means Aurora Minerals Limited (ACN 106 304 787).

Board means the Directors.

Child Entity has the meaning given to that term in the Listing Rules.

Class K Options means Options having an exercise price that is 45% above the 5 Day VWAP prior to the date of issue and an expiry date that is 2 years from the date of issue, and otherwise on the terms and conditions set out in Annexure 1.

Class L Options means Options having an exercise price that is 120% above the 5 Day VWAP prior to the date of issue and an expiry date that is 2 years from the date of issue, and otherwise on the terms and conditions set out in Annexure 2.

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 Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Directors means the directors of the Company.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

Key Management Personnel has the meaning given to that term in the Accounting Standards.

Listing Rules means the ASX Listing Rules.

Meeting means the annual general meeting convened by the Notice.

Notice means this Notice of General Meeting.

Option means an option to acquire a Share.

Proxy Form means the proxy form accompanying the Notice.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and other Closely Related Parties.

Shareholder means a member of the Company from time to time.

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

VWAP means in relation to a particular period, the volume weighted average price of trading in Shares on ASX over that period.

WST means western standard time as recognised in Perth, Western Australia.

5 Day VWAP means the volume weighted average price of Shares on ASX over the 5 trading day period immediately before the stipulated date.

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ANNEXURE 1 – TERMS AND CONDITIONS OF CLASS K OPTIONS

1. GENERAL

• 1.1 No monies will be payable for the grant of the options.

• 1.2 A certificate will be issued for the options.

• 1.3 The options shall expire at 5.00pm Perth, Western Australia time on the date that is two (2) years from the date of issue ( Expiry Date ).

• 1.4 Subject to clauses 1.3 and 2, the options may only be exercised by the holder of the options ( Optionholder ) prior to the time of expiry on the Expiry Date (the period during which options may be exercised referred to as the Exercise Period ).

• 1.5 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company ( Share ).

• 1.6 Options may be exercised in parcels of not less than 1,000 except if the Optionholder holds less than 1,000 options, in which case the Optionholder must exercise all of the options he or she holds. An exercise of only some options shall not affect the rights of the Optionholder to the balance of the options.

• 1.7 The Shares allotted on the exercise of these options shall be issued at an exercise price that is 45% above the 5 Day VWAP prior to the date of issue per Share ( Exercise Price ), which price shall be payable in full on exercise of these options.

• 1.8 Options shall only be exercisable by the delivery to the registered office of the Company of a notice in writing during the Exercise Period. 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 reissue of a certificate for the remaining options, if applicable; 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.

• 1.9 The Company shall allot the resultant Shares and deliver the holding statements within ten (10) Business Days of the exercise of the option, provided such exercise is conducted during the Exercise Period.

• 1.10

• These options shall not be listed for Official Quotation.

• 1.11 The options are transferable however, during the first 12 months from the date of issue of the options, the options are only transferable to persons who do not require a disclosure document because of section 708 of the Corporations Act.

• 1.12 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

• 1.13 The Company shall, if the Company is listed on the Australian Securities Exchange ( ASX ) at the time:

• (i) make application, in accordance with the Listing Rules, to have Shares allotted pursuant to an exercise of options listed for Official Quotation; and

• (ii) take such action, to the extent that any action is required to be taken in order to facilitate the on-sale (that is, through the ASX) of Shares issued on exercise of options to the Optionholder, including, where required, giving to ASX (as soon as possible and

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in any event within five (5) business days of issue of the Shares) a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares that complies with section 708A(6) of the Corporations Act 2001 (Cth.) ( Corporations Act ), or issuing a disclosure document in respect of the Shares.

• 1.14 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder:

• (i) has become entitled to exercise the options under clauses 1.4 or 2; and

• (ii) does so before the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of Shares.

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.

• 1.15 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.

• 1.16 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.

• 1.17 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 a Optionholder is entitled and the Exercise Price) shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).

• 1.18 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.

2.

TAKEOVER PROVISIONS

Notwithstanding clause 1.4, all options may be exercised by the Optionholder:

• (a) in the event a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or

• (b) at any time after a Change of Control Event has occurred; or

• (c) if a merger by way of scheme of arrangement under the Corporations Act has been approved by the Court under section 411(4)(b) of the Corporations Act.

3. INTERPRETATION

In these Option Terms:

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 as constituted from time to time;

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;

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

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

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Corporations Act means Corporations Act 2001 (Cth);

Exercise Period means the period during which an Optionholder may exercise options;

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

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

Optionholder means the person holding these options.

5 Day VWAP means the volume weighted average price of Shares on ASX over the 5 trading day period immediately before the stipulated date.

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ANNEXURE 2 – TERMS AND CONDITIONS OF CLASS L OPTIONS

1. GENERAL

• 1.1 No monies will be payable for the grant of the options.

• 1.2 A certificate will be issued for the options.

• 1.3 The options shall expire at 5.00pm Perth, Western Australia time on the date that is three (3) years from the date of issue ( Expiry Date ).

• 1.4 Subject to clauses 1.3 and 2, the options may only be exercised by the holder of the options ( Optionholder ) prior to the time of expiry on the Expiry Date (the period during which options may be exercised referred to as the Exercise Period ).

• 1.5 Each option shall carry the right to subscribe for one fully paid ordinary share in the Company ( Share ).

• 1.6 Options may be exercised in parcels of not less than 1,000 except if the Optionholder holds less than 1,000 options, in which case the Optionholder must exercise all of the options he or she holds. An exercise of only some options shall not affect the rights of the Optionholder to the balance of the options.

• 1.7 The Shares allotted on the exercise of these options shall be issued at an exercise price that is 120% above the 5 Day VWAP prior to the date of issue per Share ( Exercise Price ), which price shall be payable in full on exercise of these options.

• 1.8 Options shall only be exercisable by the delivery to the registered office of the Company of a notice in writing during the Exercise Period. 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 reissue of a certificate for the remaining options, if applicable; 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 relevant expiry date.

• 1.9 The Company shall allot the resultant Shares and deliver the holding statements within ten (10) Business Days of the exercise of the option, provided such exercise is conducted during the Exercise Period.

• 1.10

• These options shall not be listed for Official Quotation.

• 1.11 The options are transferable however, during the first 12 months from the date of issue of the options, the options are only transferable to persons who do not require a disclosure document because of section 708 of the Corporations Act.

• 1.12 Shares allotted pursuant to an exercise of options shall rank, from the date of allotment, equally with existing Shares of the Company in all respects.

• 1.13 The Company shall, if the Company is listed on the Australian Securities Exchange ( ASX ) at the time:

• (i) make application, in accordance with the Listing Rules, to have Shares allotted pursuant to an exercise of options listed for Official Quotation; and

• (ii) take such action, to the extent that any action is required to be taken in order to facilitate the on-sale (that is, through the ASX) of Shares issued on exercise of options to the Optionholder, including, where required, giving to ASX (as soon as possible and

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in any event within five (5) business days of issue of the Shares) a notice under section 708A(5)(e) of the Corporations Act in respect of the Shares that complies with section 708A(6) of the Corporations Act 2001 (Cth.) ( Corporations Act ), or issuing a disclosure document in respect of the Shares.

• 1.14 The Optionholder is not entitled to participate in any new issue of securities to existing holders of Shares in the Company unless the Optionholder:

• (i) has become entitled to exercise the options under clauses 1.4 or 2; and

• (ii) does so before the record date for the determination of entitlements to the new issue of securities and participates as a result of being a holder of Shares.

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.

• 1.15 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.

• 1.16 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.

• 1.17 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 a Optionholder is entitled and the Exercise Price) shall be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation (whether or not the Company is listed on the ASX at the time).

• 1.18 The options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant options.

2.

TAKEOVER PROVISIONS

Notwithstanding clause 1.4, all options may be exercised by the Optionholder:

• (d) in the event a takeover bid (as defined in the Corporations Act) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or

• (e) at any time after a Change of Control Event has occurred; or

• (f) if a merger by way of scheme of arrangement under the Corporations Act has been approved by the Court under section 411(4)(b) of the Corporations Act.

3. INTERPRETATION

In these Option Terms:

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 as constituted from time to time;

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;

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

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

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Corporations Act means Corporations Act 2001 (Cth);

Exercise Period means the period during which an Optionholder may exercise options;

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

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

Optionholder means the person holding these options.

5 Day VWAP means the volume weighted average price of Shares on ASX over the 5 trading day period immediately before the stipulated date.

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