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GOLDEN RIM RESOURCES LIMITED ACN 006 710 774

NOTICE OF ANNUAL GENERAL MEETING

The Annual General Meeting of the Company will be held at Deloitte, Level 10, 550 Bourke Street, Melbourne, Victoria on Wednesday, 29 November 2017 at 11.30am (AEDT)

The Notice of Annual General Meeting should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their accountant, solicitor or other professional adviser prior to voting.

Should you wish to discuss any matter please do not hesitate to contact the Company Secretary by email on [email protected].

Shareholders are urged to attend or vote by lodging the proxy form that accompanies the Notice

GOLDEN RIM RESOURCES LIMITED A C N 0 0 6 7 1 0 7 7 4

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting of Shareholders of Golden Rim Resources Limited ( Company ) will be held at Deloitte, Level 10, 550 Bourke Street, Melbourne, Victoria on Wednesday, 29 November 2017 at 11.30am (AEDT) ( Meeting ).

The Explanatory Memorandum provides additional information on matters to be considered at the Meeting. The Explanatory Memorandum and the Proxy Form form part of this Notice.

The Directors have determined pursuant to regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Meeting are those who are registered as Shareholders of the Company on Monday, 27 November 2017 at 7.00 pm (AEDT).

Terms and abbreviations used in the Notice are defined in Schedule 1.

AGENDA

1. Financial Report

To receive and consider the Financial Report of the Company for the financial year ended 30 June 2017, together with the Directors' Report and the Auditor's Report.

2. Resolution 1 – Remuneration Report

To consider and, if thought fit, to pass with or without amendment, as a non-binding ordinary resolution the following:

"That the Remuneration Report be adopted by the Shareholders on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

In accordance with section 250R of the Corporations Act, a vote on this Resolution must not be cast by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such member.

A vote may be cast by such person if the vote is not cast on behalf of a person who is excluded from voting on this Resolution, and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on this Resolution, but expressly authorises the Chairman to exercise the proxy even if this Resolution is connected with the remuneration of a member of the Key Management Personnel.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(a) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
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(b) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

the proxy is the Chairman; and

(b) the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chairman may change his or her voting intention on the Resolution, in which case an ASX announcement will be made.

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

If you 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.

3. Resolution 2 – Re-election of Director – Ms Kathryn Davies

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, in accordance with Clause 13.5 of the Constitution, Listing Rule 14.4 and for all other purposes, Ms Kathryn Davies, a Director who was appointed on 1 January 2017 retires and, being eligible, is elected as a Director".

4. Resolution 3 – Re-election of Director – Mr Glenister Lamont

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, in accordance with Clauses 13.2 and 13.3 of the Constitution, Listing Rule 14.4 and for all other purposes, Mr Glenister Lamont retires and, being eligible, is elected as a Director".

SPECIAL BUSINESS

5. Resolution 4 – Ratification of prior issues of securities

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.4 and for all other purposes, Shareholders ratify the following issues of securities:

(a) 138,400,000 June Placement Shares and 69,200,000 June Attaching Options issued under Listing Rule 7.1;

(b) 40,382,000 July Placement Shares and 20,191,000 July Attaching Options issued under Listing Rule 7.1; and
(c) 178,782,000 Acorn Placement Shares issued under Listing Rule 7.1A,

on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associate or nominee of such a person) who participated in the issue of the securities.

However, the Company need not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman as proxy for a person who is entitled to vote in accordance with a direction on the Proxy Form to vote as the proxy decides.

6. Resolution 5 - Approval to issue Broker Options

To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of up to 10,000,000 Broker Options on a post-Consolidation basis (or 150,000,000 Broker Options on a pre-Consolidation basis) to Hartleys Limited (or their nominees) ( Hartleys ) and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 5".

Voting Exclusion

The Company will disregard any votes cast on this Resolution by Hartleys (and their nominees) and a 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 associates of those persons.

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman 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.

7. Resolution 6 – Consolidation of capital

To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution:

"That, pursuant to and in accordance with section 254H of the Corporations Act and for all other purposes, the issued capital of the Company be consolidated on the basis that every 15 Shares be consolidated into 1 Share ( Consolidation ) and, where this Consolidation results in a fraction of a Share being held, the Company be authorised to round that fraction up to the nearest whole Share (as the case may be) in accordance with the timetable in the Explanatory Memorandum."

8. Resolution 7 – Approval to issue Director Options

To consider and, if thought fit, to pass with or without amendment, each as a separate ordinary resolution the following:

" That, pursuant to and in accordance with sections 195(4) and 208 of the Corporations Act, Listing Rules 10.14 and 10.15 and for all other purposes, Shareholders approve the issue of Director Options to the Directors (or their nominees) as follows:

(a) 3,333,333 Options on a post-Consolidation basis (or 50,000,000 Options on a pre-Consolidation basis) to Mr Craig Mackay (or his nominee);

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(b) 1,000,000 Options on a post-Consolidation basis (or 15,000,000 Options on a pre-Consolidation basis) to Mr Glenister Lamont (or his nominee); and
(c) 1,000,000 Options on a post-Consolidation basis (or 15,000,000 Options on a pre-Consolidation basis) to Mr Rick Crabb (or his nominee); and
(d) 1,000,000 Options on a post-Consolidation basis (or 15,000,000 Options on a pre-Consolidation basis) to Ms Kathryn Davies (or her nominee),

(together , Director Options ), each on a post-Consolidation basis and otherwise on the terms and conditions set out in the Explanatory Memorandum and Schedule 4."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by the Directors and any of their respective associates. The Company will not disregard a vote if:

(a) it is cast by the person as proxy for a person who is entitled to vote, in accordance with directions on the Proxy Form; or
(b) it is cast by the Chairman 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.

Voting Prohibition

In accordance with section 224 of the Corporations Act, a vote on this Resolution must not be cast (in any capacity) by or on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

The Company will disregard any votes cast on this Resolution on behalf of Messrs Mackay, Lamont, Crabb and Ms Davies, and any of their respective nominees and associates.

However, the above prohibition does not apply if:

(a) it is cast by a person as a proxy appointed by writing that specifies how the proxy is to vote on the Resolution; and
(b) it is not cast on behalf of a related party of the Company to whom the Resolution would permit a financial benefit to be given, or an associate of such a related party.

Further, in accordance with section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the basis of that appointment, on this Resolution if:

(c) the proxy is either a member of the Key Management Personnel or a Closely Related Party of such member; and
(d) the appointment does not specify the way the proxy is to vote on this Resolution.

However, the above prohibition does not apply if:

(a) the proxy is the Chairman; and
(b) the appointment expressly authorises the Chairman to exercise the proxy even though this Resolution is connected directly or indirectly with remuneration of a member of the Key Management Personnel.

Shareholders should note that the Chairman intends to vote any undirected proxies in favour of this Resolution. In exceptional circumstances, the Chairman may change his voting intention on this Resolution, in which case an ASX announcement will be made.

Shareholders may also choose to direct the Chairman to vote against this Resolution or to abstain from voting.

9. Resolution 8 - Approval of 10% Placement Facility

To consider and, if thought fit, to pass with or without amendment, as a special resolution the following:

"That, pursuant to and in accordance with Listing Rule 7.1A and for all other purposes, Shareholders approve the issue of Equity Securities of up to 10% of the issued capital of the Company, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions in the Explanatory Memorandum."

Voting Exclusion

The Company will disregard any votes cast on this Resolution by a person (and any associates of such a person) who may participate in the 10% Placement Facility and a person who might obtain a benefit if this Resolution is passed, except a benefit solely in the capacity of a holder of Shares, and any associate of that person (or those persons).

The Company will not disregard a vote if:

(a) it is cast by a person as a proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form; or
(b) it is cast by the Chairman 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.

BY ORDER OF THE BOARD

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Hayley Butcher General Manager Corporate & Company Secretary Dated: 20 October 2017

A C N 0 0 6 7 1 0 7 7 4

GOLDEN RIM RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

The Explanatory Memorandum has been prepared for the information of Shareholders in connection with the business to be conducted at the Meeting to be held at the offices of the Company at Deloitte, Level 10, 550 Bourke Street, Melbourne, Victoria on Wednesday, 29 November 2017 at 11.30am (AEDT).

The Explanatory Memorandum forms part of the Notice which should be read in its entirety. The Explanatory Memorandum contains the terms and conditions on which the Resolutions will be voted.

The Explanatory Memorandum includes the following information to assist Shareholders in deciding how to vote on the Resolutions:

Section 2	Action to be taken by Shareholders
Section 3	Financial Report
Section 4	Resolution 1 – Remuneration Report
Section 5	Resolutions 2 and 3 – Approval of election of Ms Davies and Mr Lamont
Section 6	Resolution 4 – Ratification of prior issues of Securities
Section 7	Resolution 5 – Approval to issue Broker Options
Section 8	Resolution 6 – Consolidation of capital
Section 9	Resolution 7 – Approval to issue Director Options
Section 10	Resolution 8 – Approval of 10% Placement Facility
Schedule 1	Definitions
Schedule 2	Terms and conditions of Attaching Options
Schedule 3	Valuation of Director Options
Schedule 4	Terms and conditions of Director Options
Schedule 5	Terms and conditions of Broker Options

A Proxy Form accompanies the Notice.

2. Action to be taken by Shareholders

Shareholders should read the Notice including the Explanatory Memorandum carefully before deciding how to vote on the Resolutions.

2.1 Voting in person

To vote in person, attend the Meeting on the date and at the place set out above.

2.2 Proxies

(a) Voting by proxy

A Proxy Form accompanies the Notice. This is to be used by Shareholders if they wish to appoint a representative (a 'proxy') to vote in their place. All Shareholders are invited and encouraged to attend the Meeting or, if they

are unable to attend in person, sign and return the Proxy Form to the Company in accordance with the instructions thereon. Lodgement of a Proxy Form will not preclude a Shareholder from attending and voting at the Meeting in person.

Please note that:

(i) a member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy;
(ii) a proxy need not be a member of the Company; and
(iii) a member of the Company entitled to cast two or more votes may appoint two proxies and may specify the proportion or number of votes each proxy is appointed to exercise, but where the proportion or number is not specified, each proxy may exercise half of the votes.

The enclosed Proxy Form provides further details on appointing proxies and lodging Proxy Forms.

(b) Proxy vote if appointment specifies way to vote

Section 250BB(1) of the Corporations Act provides that an appointment of a proxy may specify the way the proxy is to vote on a particular resolution and, if it does:

(i) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way (i.e. as directed);
(ii) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
(iii) if the proxy is the chairman of the meeting at which the resolution is voted on – the proxy must vote on a poll, and must vote that way (i.e. as directed); and
(iv) if the proxy is not the chairman of the meeting at which the resolution is voted on – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way (i.e. as directed).
(c) Transfer of non-chairman proxy to chairman in certain circumstances

Section 250BC of the Corporations Act provides that, if:

(i) an appointment of a proxy specifies the way the proxy is to vote on a particular resolution at a meeting of the Company’s members;
(ii) the appointed proxy is not the chairman of the meeting;
(iii) at the meeting, a poll is duly demanded on the resolution; and
(iv) either the proxy is not recorded as attending the meeting or the proxy does not vote on the resolution,

the chairman of the meeting is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at the meeting.

2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

In accordance with sections 250BD and 250R of the Corporations Act, a vote on Resolutions 1 and 7 and must not be cast (in any capacity) by, or on behalf of:

(a) a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report; or
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(b) a Closely Related Party of such member.

However, a person described above may cast a vote on Resolutions 1 and 7 if the vote is not cast on behalf of a person who is excluded from voting on Resolutions 1 and 7 and:

(a) the person is appointed as proxy by writing that specifies the way the proxy is to vote on the Resolution; or
(b) the person is the Chairman and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution, but expressly authorises the Chairman to exercise the proxy even if the Resolution is connected with the remuneration of a member of the Key Management Personnel.

The Chairman intends to exercise all available proxies in favour of Resolution 1 and 7.

3. Financial Report

In accordance with section 317 of the Corporations Act, Shareholders will be offered the opportunity to discuss the Financial Report together with the Directors' Report and the Auditor's Report for the financial year ended 30 June 2017.

There is no requirement for Shareholders to approve the Financial Report.

At the Meeting, Shareholders will be offered the opportunity to:

(a) discuss the Financial Report which is available online at www.goldenrim.com.au;

(b) ask questions about, or comment on, the management of the Company; and
(c) ask the auditor questions about the conduct of the audit and the preparation and content of the Auditor's Report.

In addition to taking questions at the Meeting, written questions to the Chairman about the management of the Company, or to the Company's auditor about:

(a) the preparation and content of the Auditor's Report;
(b)
the conduct of the audit;
(c) accounting policies adopted by the Company in relation to the preparation of the financial statements; and
(d)

the independence of the auditor in relation to the conduct of the audit,

may be submitted no later than 5 business days before the Meeting to the Company Secretary at the Company's registered office.

4. Resolution 1 – Remuneration Report

In accordance with subsection 250R(2) of the Corporations Act, the Company must put the Remuneration Report to the vote of Shareholders. The Directors' Report contains the Remuneration Report which sets out the remuneration policy for the Company and the remuneration arrangements in place for the executive Directors, senior executives and non-executive Directors.

In accordance with subsection 250R(3) of the Corporations Act, Resolution 1 is advisory only and does not bind the Directors. If Resolution 1 is not passed, the Directors will not be required to alter any of the arrangements in the Remuneration Report.

If the Company's Remuneration Report receives a 'no' vote of 25% or more ( Strike ) at two consecutive annual general meetings, Shareholders will have the opportunity to remove the whole Board, except the managing director.

Where a resolution on the Remuneration Report receives a Strike at two consecutive annual general meetings, the Company will be required to put to Shareholders at the second annual general meeting a resolution on whether another meeting should be held (within 90 days) at which all Directors (other than the managing director, if any) who were in office at the date of approval of the applicable Directors' Report must stand for re-election.

The Remuneration Report did not receive a Strike at the 2016 annual general meeting. If the Remuneration Report receives a Strike at this Meeting, Shareholders should be aware that if a second Strike is received at the 2018 annual general meeting, this may result in the re-election of the Board.

The Chairman will allow a reasonable opportunity for Shareholders as a whole to ask about, or make comments on the Remuneration Report.

Resolution 1 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 1.

If the Chairman is appointed as your proxy and you have not specified the way the Chairman is to vote on Resolution 1, by signing and returning the Proxy Form, you are considered to have provided the Chairman with an express authorisation for the Chairman to vote the proxy in accordance with the Chairman's intention, even though the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel of the Company.

5. Resolutions 2 and 3 – Election of Directors – Ms Kathryn Davies and Mr Glenister Lamont

5.1 General

Clause 13.5 of the Constitution gives the Directors authority to appoint other Directors.

Clause 13.2 of the Constitution states that one third of the Directors (other than alternate Directors and the Managing Director) may not hold office for more than 3 years and shall retire from office at the next annual general meeting.

The Directors who are to retire at an annual general meeting are those who have been longest in office since their last election, and are eligible for re-election at that meeting. In addition, Listing Rule 14.4 provides that a Director appointed as an addition to the Board must not hold office (without re-election) past the next annual general meeting.

Ms Kathryn Davies was appointed by the Directors on 1 January 2017. Mr Glenister Lamont was last re-elected as a Director on 26 November 2015, and has been a director since 17 July 2007.

Ms Davies and Mr Lamont each resign as a Director at the Meeting and, being eligible, seek approval to be elected as Directors.

Resolutions 2 and 3 are ordinary resolutions.

5.2 Ms Kathryn Davies

Ms Kathryn Davies has a Bachelor of Business with a double major in Accounting and Business Law, is a Certified Practicing Accountant and a Graduate of the Australian Institute of Company Directors. Ms Davies is an experienced executive across mining, oil and gas, industrial, healthcare and technology groups. She has significant experience in negotiating and delivering on multi jurisdiction transactions, international stakeholder management and capital markets as well as the growth pathways of exploration, development and production. She has extensive commercial and corporate governance experience and has worked with both developed and

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developing economies. Ms Davies previous roles include Chief Financial Officer of dual listed Hardman Resources Ltd, Company Secretary of Mineral Deposits Ltd and Japara Healthcare Ltd, and Interim Chief Financial Officer of Planet Innovation Pty Ltd. She is currently Company Secretary of Integral Diagnostics Ltd.

5.3 Mr Glenister Lamont

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 Fellow 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.

5.4 Board recommendation

The Board (excluding Ms Davies) recommends that Shareholders vote in favour of Resolution 2.

The Board (excluding Mr Lamont) recommends that Shareholders vote in favour of Resolution 3.

The Chairman intends to exercise all available proxies in favour of Resolutions 2 and 3.

6. Resolution 4 – Ratification of prior issues of securities

6.1 General

Resolution 4 seeks Shareholder ratification pursuant to Listing Rule 7.4 for the issue of a total of 357,564,000 Shares and 89,391,000 Options which the Company issued within the last 12 months without obtaining prior shareholder approval ( Previous Placement Securities ).

Each of the resolutions which form part of Resolution 4 is a separate ordinary resolution.

The Chairman will cast all available proxies in favour of each of the resolutions which form part of Resolution 4.

The Board unanimously recommends that Shareholders vote in favour of each of the resolutions which form part of Resolution 4.

6.2 Listing Rules 7.1 and 7.1A

Listing Rule 7.1 provides that a company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

Listing Rule 7.1A provides that an eligible entity may seek shareholder approval at its annual general meeting to allow it to issue Equity Securities comprising up to 10% of its issued capital. The Company obtained this approval at its annual general meeting held on 28 November 2016.

6.3 Listing Rule 7.4

In accordance with Listing Rule 7.1, the Company must not, subject to specified exceptions, issue or agree to issue more Equity Securities during any 12 month period than that amount which represents 15% of the number of fully paid ordinary securities on issue at the commencement of that 12 month period.

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Listing Rule 7.4 provides that where a company in general meeting ratifies the previous issue of securities made pursuant to Listing Rule 7.1 (and provided that the previous issue did not breach Listing Rule 7.1) those securities will be deemed to have been made with Shareholder approval for the purpose of Listing Rule 7.1.

The Previous Placement Securities were issued within the Company's 15% annual limit permitted under Listing Rule 7.1 and within the Company’s additional 10% annual limit permitted under Listing Rule 7.1A and did not require obtaining prior Shareholder approval.

The effect of Shareholders passing each of the resolutions which form part of Resolution 4 will be to allow the Company to issue securities in the future up to its 15% annual placement capacity as set out in Listing Rule 7.1 and its additional 10% placement capacity as set out in Listing Rule 7.1A (provided also that Resolution 8 is passed), without obtaining prior Shareholder approval.

6.4 Specific information required by Listing Rule 7.5

Pursuant to and in accordance with Listing Rule 7.5, the following information is provided in relation to the ratification of the Previous Placement Securities:

(a) June Placement
(i) 138,400,000 Shares and 69,200,000 June Attaching Options were issued on 7 July 2017 ( June Placement Securities );
(ii) the June Placement Shares were issued at an issue price of $0.0025 per Share, together with a free June Attaching Option on the basis of one option for every two Shares subscribed for. Each June Attaching Option is exercisable at $0.005 and expires on 7 July 2020 and was otherwise issued on the terms set out in Schedule 2;
(iii) the June Placement Securities were issued to unrelated sophisticated and professional investors;
(iv) the June Placement raised approximately $346,000 (before costs) and the Company intends to use these funds to assist with completing its compilation and interpretation of its drilling programs at the Paguanta Zinc-Silver-Lead Project in Chile and the Kouri Gold Project in Burkina Faso and for general working capital purposes; and
(v) a voting exclusion statement is included in the Notice for this Resolution.
(b) July Placement
(i) 40,382,000 Shares and 20,191,000 July Attaching Options were issued on 7 July 2017 ( July Placement Securities );
(ii) the July Placement Securities were issued on the same terms as the June Placement Securities, as set out above in Section 6.4(a);
(iii) the July Placement Securities were issued to unrelated sophisticated and professional investors;
(iv) the July Placement raised approximately $100,955 (before costs) and the Company intends to use these funds to assist with completing its compilation and interpretation of its drilling programs at the Paguanta Zinc-Silver-Lead Project in Chile and the Kouri Gold Project in Burkina Faso and for general working capital purposes; and
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(v) a voting exclusion statement is included in the Notice for this Resolution.
(c) Acorn Placement
(i) 178,782,000 Shares were issued on 2 August 2017 ( Acorn Shares );
(ii) the Acorn Shares were issued at $0.0025 per Share;
(iii) the Acorn Shares were issued to Acorn Capital (and its nominees), an unrelated party;
(iv) the Acorn Placement raised approximately $446,955 (before costs) and the Company intends to use these funds for drilling programs at the Kouri Gold Project in Burkina Faso, maintaining and exploring commercial opportunities with respect to Paguanta and for general working capital purposes; and
(v) a voting exclusion statement is included in the Notice for this Resolution.

7. Resolution 5 – Approval to issue Broker Options

7.1 General

Resolution 5 seeks Shareholder approval for the issue of up to 10,000,000 Broker Options on a post-Consolidation basis (or 150,000,000 Broker Options on a preConsolidation basis) to Hartleys Limited (or their nominees) ( Hartleys ) for the provision of Hartleys services as corporate advisor to the Company and as broker to the offer in respect of the placement of the shortfall resulting from the Company’s Rights Issue ( Shortfall Placement ).

Subject to obtaining approval for this Resolution 5, the Company has agreed to issue Hartleys (or its nominees) 3,333,333 quoted options on a post-Consolidation basis (50,000,000 quoted options on a pre-Consolidation basis) for every $500,000 (or part thereof) raised by Hartleys pursuant to the Shortfall Placement.

The effect of Resolution 5 will be to allow the Company to issue the Broker Options during the period of 3 months after the Meeting (or a longer period, if allowed by ASX), without using the Company's 15% annual placement capacity.

7.2 Board recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 5.

The Chairman will cast all available proxies in favour of Resolution 5.

Resolution 5 is an ordinary resolution.

A summary of Listing Rule 7.1 is contained in Section 6.

7.3 Specific information required by Listing Rule 7.3

Pursuant to and in accordance with Listing Rule 7.3, the following information is provided in relation to the potential issue of the Broker Options:

(a) the maximum number of Broker Options, on a post-Consolidation basis, that may be issued is 10,000,000 (or 150,000,000 on a pre-Consolidated basis);
(b) the Broker Options will be issued no later than 3 months after the date of the Meeting (or such later date to the extent permitted by any ASX waiver or modification of the Listing Rules) and it is intended that issue of all the Broker Options will occur on the same date;
(c) the Broker Options will be issued for no cash consideration in satisfaction of corporate advisory services provided by Hartleys and the broker services provided in connection with the Shortfall Placement;
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(d) the Broker Options will be issued to Hartleys (or their nominees), none of whom will be related parties of the Company;
(e) the Broker Options will be issued on the terms and conditions set out in Schedule 5;
(f) no funds will be raised from the issue of the Broker Options as the Broker Options will be issued in consideration for services provided to the Company; and
(g) a voting exclusion statement is included in the Notice.

8. Resolution 6 – Consolidation of capital

8.1 Background

If Resolution 6 is passed and excluding any Securities issued pursuant to the other Resolutions, the number of:

(a) Shares on issue will be reduced from 3,003,537,589 to 200,235,839 subject to rounding);
(b) Listed Options on issue will be reduced from 429,076,817 to 28,605,121 (subject to rounding); and
(c) Unlisted Options on issue as at the date of the Meeting will be reduced from a total of 124,391,000 to 8,292,733 (subject to rounding).

The Company is proposing to undertake a consolidation of its issued share capital on a 15 for 1 basis ( Consolidation ).

The Directors propose the Consolidation for the following reasons:

(a) post the Rights Issue and Shortfall Placement the Company’s number of shares on issue represents a relatively large number when compared to its peer group listed on the ASX; and
(b) the Consolidation will result in a more appropriate and effective capital structure for the Company and a share price more appealing to a wider range of investors.

8.2 Legal requirements

Section 254H of the Corporations Act provides that a company may, by resolution passed in a general meeting, convert all or any of its shares into a larger or smaller number.

8.3 Fractional entitlements

Not all Securityholders will hold that number of Shares or Options (as the case may be) which can be evenly divided by 15. Where a fractional entitlement occurs, the Company will round that fraction up to the nearest whole Security.

8.4 Taxation

It is not considered that any taxation implications will exist for Securityholders arising from the Consolidation. However, Securityholders are advised to seek their own tax advice on the effect of the Consolidation and the Company does not accept any responsibility for the individual taxation implications arising from the Consolidation.

8.5 Holding statements

From the date of the Consolidation, all holding statements for Securities will cease to have any effect, except as evidence of entitlement to a certain number of Securities on a post-Consolidation basis.

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After the Consolidation becomes effective, the Company will arrange for new holding statements for Securities to be issued to holders of those Securities.

It is the responsibility of each Securityholder to check the number of Securities held prior to disposal or exercise (as the case may be).

8.6 Effect on capital structure

The effect which the Consolidation will have on the Company's capital structure is set out in the table below:

Security type	Pre- consolidated number	Post- consolidated number	Pre- consolidated options exercise price	Post- consolidated options exercise price
Shares	3,003,537,589	200,235,839	-	-
Listed Options expiring 31 January 2019	429,076,817	28,605,121	$0.005	$0.075
Unlisted Options expiring 28 November 2018	13,500,000	900,000	$0.025	$0.375
Unlisted Options expiring 28 November 2019	21,500,000	1,433,333	$0.03	$0.45
Unlisted Options expiring 6 July 2020	89,391,000	5,959,400	$0.005	$0.075

Note: The Company presently has three other classes of unlisted options on issue which will each expire prior to the date of the Meeting. Each class is presently out-of-the-money, with exercise prices between $0.0145 and $0.020 .

8.7 Indicative timetable*

If Resolution 6 is passed, the reduction of capital will take effect in accordance with the following timetable (as set out in Appendix 7A (paragraph 5) of the ASX Listing Rules):

Action	Date
Company dispatches the Notice of Meeting.	Friday, 27 October 2017
Company tells ASX that Shareholders have approved the Consolidation.	Wednesday, 29 November 2017
Last day for pre-Consolidation trading.	Thursday, 30 November 2017
Post-Consolidation trading starts on a deferred settlement basis.	Friday, 1 December 2017
Last day for Company to register transfers on a pre- Consolidation basis.	Monday, 4 December 2017
First day for Company to send notice to each holder of the change in their details of holdings.	Tuesday, 5 December 2017
First day for the Company to register Securities on a post- Consolidation basis and first day for issue of holding statements.
Change of details of holdings date. Deferred settlement market ends.	Monday, 11 December 2017
Last day for Securities to be entered into holders' Security holdings.
Last day for the Company to send notice to each holder of the change in their details of holdings.

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8.8 Board recommendation

The Board recommends that Shareholders vote in favour of Resolution 6.

Resolution 6 is an ordinary resolution.

The Chairman intends to exercise all available proxies in favour of Resolution 6.

9. Resolution 7 - Approval to issue Director Options

9.1 General

The Company is proposing, subject to obtaining Shareholder approval, to issue a total of 6,333,333 Director Options on a post-Consolidation basis (95,000,000 Director Options on a pre-Consolidation basis) under the Company's Option Incentive Plan ( OIP ) which was approved by Shareholders on 28 November 2016, as set out below.

Director	Number of Director Options (post- Consolidation)2	Number of Director Options (pre- Consolidation)1
Craig Mackay	3,333,333	50,000,000
Glenister Lamont	1,000,000	15,000,000
Rick Crabb	1,000,000	15,000,000
Kathryn Davies	1,000,000	15,000,000
Total	6,333,333	95,000,000

Note:

The terms and conditions of the Director Options are set out in Schedule 4.
The number of Director Options are stated on a post-Consolidation basis on the assumption that Resolution 6 receives Shareholder approval.

9.2 Chapter 2E of the Corporations Act

In accordance with Chapter 2E of the Corporations Act, in order to give a financial benefit to a related party, the Company must:

(a) obtain the approval of the public company’s members in the manner set out in sections 217 to 227 of the Corporations Act; and
(b) give the benefit within 15 months following such approval,

unless the giving of the financial benefit falls within an exception set out in sections 210 to 216 of the Corporations Act.

The grant of Director Options constitutes giving a financial benefit and Messrs Mackay, Lamont, Crabb and Ms Davies are related parties of the Company by virtue of being Directors.

The Company is seeking approval for the purposes of Chapter 2E of the Corporations Act in respect of the Director Options proposed to be issued to the Directors pursuant to Resolution 7.

9.3 Information requirements for Chapter 2E of the Corporations Act

In compliance with the information requirements of section 219 of the Corporations Act, Shareholders are advised of the information below. Neither the Directors nor the Company are aware of any other information that would be reasonably required by Shareholders to make a decision in relation to the financial benefits contemplated by Resolution 7.

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(a) Identity of the related parties to whom Resolution 7 permits financial benefits to be given

The Director Options will be issued to the following Directors: Messrs Mackay, Lamont, Crabb and Ms Davies (or their respective nominees).

(b) Nature of the financial benefit

Resolution 7 seeks approval from Shareholders to allow the Company to issue the Director Options in the amounts set out above in Section 9.1 to the Directors (or their nominees). Schedule 4 sets out the key terms of the Director Options.

The Shares to be issued upon the exercise of the Director Options will be fully paid ordinary shares in the capital of the Company on the same terms and conditions as the Company's existing Shares and will rank equally in all respects with the Company's existing Shares. The Company will apply for official quotation of the Shares on ASX.

(c) Valuation of financial benefit

The valuation of the Director Options is set out in Schedule 3. A summary of the valuation of the Director Options for each Director is set out below.

Director	Valuation
Craig Mackay	$60,000
Glenister Lamont	$18,000
Rick Crabb	$18,000
Kathryn Davies	$18,000

(d) Dilution

The issue of the Director Options to the Directors will have a diluting effect on the percentage interest of existing Shareholders holdings if the Director Options are exercised. The exercise of the Director Options will result in a dilution of all other Shareholders' holdings in the Company by 3.07% based on issued Shares (on a post-Consolidation basis) as at the date of the Notice. The actual dilution will depend on the extent that additional Securities are issued by the Company.

(e) Remuneration

The total annual remuneration arrangements current for each of the Directors as at the date of the Notice are set out below:

Director	Salary and fees1
CraigMackay	$310,000p.a. includingsuperannuation
Glenister Lamont	$70,000p.a. includingsuperannuation
Rick Crabb	$50,000p.a. includingsuperannuation
Kathryn Davies	$50,000p.a. includingsuperannuation

Note:

The disclosed salary and fees are based on the figures released in the Company's Annual Report for the year ending 30 June 2017.

(f) Existing relevant interests

At the date of the Notice, the Directors have the following interests in Company securities.

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Director	Shares	Listed Options	Unlisted Options
Craig Mackay	46,118,700	4,874,100	17,000,0001
Glenister Lamont	2,104,274	300,612	7,000,0002
Rick Crabb	56,341,463	6,870,040	7,000,0002
Kathryn Davies	Nil	Nil	Nil

Note:

3,000,000 options exercisable at $0.0145 expiring 27 November 2017, 4,000,000 options exercisable at $0.02 expiring 28 November 2017, 4,000,000 options exercisable at $0.025 expiring 28 November 2018 and 6,000,000 options exercisable at $0.03 expiring 28 November 2019.
2,000,000 options exercisable at $0.02 expiring 28 November 2017, 2,000,000 options exercisable at $0.025 expiring 28 November 2018 and 3,000,000 options exercisable at $0.03 expiring 28 November 2019.
(g) Assuming that all Resolutions are approved by Shareholders, all of the Director Options are issued, and all of the Director Options issued pursuant to Resolution 7 are exercised, the Directors' interests in Company securities (including all securities currently held) would be as follows (on a postConsolidation basis):
(i) Mr Mackay's interest would represent approximately 3.1% of the Company's capital (assuming all Director Options are exercised and no other Securities are issued or exercised);
(ii) Mr Lamont’s interest would represent approximately 0.55% of the Company's capital (assuming all Director Options are exercised and no other Securities are issued or exercised); and
(iii) Mr Crabb's interest would represent approximately 2.3% of the Company's capital (assuming all Director Options are exercised and no other Securities are issued or exercised); and
(iv) Ms Davies’ interest would represent approximately 0.1% of the Company's capital (assuming all Director Options are exercised and no other Securities are issued or exercised).
(h) Trading history

Over the past 12 months prior to the date of the Notice, the lowest recorded closing price of Shares traded on ASX was $0.002 on 24 July 2017 and the highest closing price was $0.010 on 31 October 2016. At the close of trading on 4 October 2017 the Share price on the ASX was $0.003.

(i) Board recommendation

The Board declines to make a recommendation to Shareholders in relation to Resolution 7 due to their material personal interests in the outcome of the Resolution.

9.4 ASX Listing Rule 10.14

Listing Rule 10.14 requires Shareholder approval by ordinary resolution for any issue of securities by a listed company to a related party under an employee incentive scheme. Accordingly, Listing Rule 10.14 requires Shareholders to approve the grant of Director Options to each of the Directors.

If approval is given for the issue of the Director Options under Listing Rule 10.14, approval is not required under Listing Rule 7.1.

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9.5 ASX Listing Rule 10.15

ASX Listing Rule 10.15 requires the Company to provide the maximum number of securities that may be acquired by all persons for whom approval is required, including the formula for calculating the number of securities to be issued.

Pursuant to and in accordance with the requirements of Listing Rule 10.15, the following information is provided in relation to the proposed issue of the Director Options to the Directors:

(a) the Directors are Messrs Craig Mackay, Glenister Lamont, Rick Crabb and Ms Kathryn Davies;
(b) the maximum number of securities to be issued to the Directors (or their nominees) is 6,333,333 Director Options (on a post-Consolidation basis) as set out in Section 9.1 above;
(c) the Director Options are being issued to the Eligible Directors under the OIP for nil cash consideration and otherwise on the terms and conditions set out in Schedule 4;
(d) the following persons are related parties of the Company who received securities under the OIP since the last approval obtained at the 2016 annual general meeting, with each issue having no acquisition price;
(i) Mr Craig Mackay (or his nominee) received a total of 14,000,000 Options (4,000,000 at $0.020 each, 4,000,000 Options each at $0.025 and 6,000,000 at $0.030);
(ii) Mr Rick Crabb (or his nominee) received a total of 7,000,000 Options (2,000,000 at $0.020 each, 2,000,000 at $0.025 each and 3,000,000 at $0.030 each); and
(iii) Mr Glenister Lamont (or his nominee) received 7,000,000 Options (2,000,000 at $0.020 each, 2,000,000 at $0.025 each and 3,000,000 at $0.030 each);
(e)
all Directors are entitled to participate in the OIP;
(f) no loans will be made in relation to, and no funds will be raised from, the issue or exercise of the Director Options;
(g) the Director Options will be issued to the Directors no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver or modification of the Listing Rules) and it is anticipated the Director Options will be issued on one date; and

9.6

(h)
a voting exclusion statement is included in the Notice.

Section 195(4) of Corporations Act

Section 195(1) of the Corporations Act prohibits a director of a public company who has a material personal interest in a matter that is being considered at a directors’ meeting from being present while the matter is being considered at the meeting or voting on the matter. If there is not a quorum of directors who are eligible to vote on a matter because of the operation of section 195(1) of the Corporations Act, one or more directors may call a general meeting and the general meeting may deal with the matter.

The Directors do not have a material personal interest in the issue of Director Options to a Director (or their nominee(s)) other than to himself or herself. However, given that it is proposed that all Directors are issued Director Options pursuant to Resolution 7, they may be considered to have a material personal interest in the outcome of Resolution 7, in which case the Directors would be unable to form a

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quorum. Accordingly, the Board considers it prudent to exercise their right under section 195(4) of the Corporations Act, and put the matter to Shareholders to resolve.

10. Resolution 8 – Approval of 10% Placement Facility

10.1 General

Listing Rule 7.1A enables eligible entities to issue Equity Securities up to 10% of its issued share capital through placements over a 12 month period after the annual general meeting (10% Placement Facility). The 10% Placement Facility is in addition to the Company's 15% placement capacity under Listing Rule 7.1.

An eligible entity for the purposes of Listing Rule 7.1A is an entity that is not included in the S&P/ASX 300 Index and has a market capitalisation of $300 million or less. The Company is an eligible entity.

The Company is seeking Shareholder approval by way of a special resolution to have the ability to issue Equity Securities under the 10% Placement Facility. The number of Equity Securities to be issued under the 10% Placement Facility will be determined in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.3(c) below).

10.2 Board Recommendation

The Board unanimously recommends that Shareholders vote in favour of Resolution 8

Resolution 8 is a special resolution and therefore requires approval of 75% of the votes cast by Shareholders present and eligible to vote (in person, by proxy, by attorney or, in the case of a corporate Shareholder, by a corporate representative).

The Chairman intends to exercise all available proxies in favour of Resolution 8.

10.3 Listing Rule 7.1A

(a) Shareholder approval

The ability to issue Equity Securities under the 10% Placement Facility is subject to Shareholder approval by way of a special resolution at an annual general meeting.

(b) Equity Securities

Any Equity Securities issued under the 10% Placement Facility must be in the same class as an existing quoted class of Equity Securities of the company.

The Company, as at the date of the Notice, has on issue two quoted classes of Equity Securities; Shares and Listed Options.

Listing Rule 7.1A.2 provides that eligible entities which have obtained shareholder approval at an annual general meeting may issue or agree to issue during the 12 month period after the date of the annual general meeting, a number of Equity Securities calculated in accordance with the following formula:

(A x D) – E

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;
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(C) plus the number of fully paid shares issued in the 12 months with Shareholder approval under Listing Rule 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 Shareholder approval under Listing Rule 7.1 or 7.4.
(d) Listing Rule 7.1 and Listing Rule 7.1A

The ability of an entity to issue Equity Securities under Listing Rule 7.1A is in addition to the entity's 15% placement capacity under Listing Rule 7.1.

The actual number of Equity Securities that the Company will have capacity to issue under Listing Rule 7.1A will be calculated at the date of issue of the Equity Securities in accordance with the formula prescribed in Listing Rule 7.1A.2 (refer to Section 10.3(c)).

(e)

Minimum Issue Price

The issue price of Equity Securities issued under Listing Rule 7.1A must be not less than 75% of the VWAP of Equity Securities in the same class calculated over the 15 trading days on which trades in that class were recorded 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 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(f)

10% Placement Period

Shareholder approval of the 10% Placement Facility under Listing Rule 7.1A is valid from the date of the annual general meeting at which the approval is obtained and expires on the earlier to occur of:
(i) the date that is 12 months after the date of the annual general meeting at which the approval is obtained; or
(ii) the date of Shareholder approval 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),

( 10% Placement Period ).

10.4 Listing Rule 7.1A

The effect of Resolution 8 will be to allow the Directors to issue the Equity Securities under Listing Rule 7.1A during the 10% Placement Period without using the Company's 15% placement capacity under Listing Rule 7.1.

10.5 Specific information required by Listing Rule 7.3A

In accordance with Listing Rule 7.3A, information is provided as follows:

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(a) The Equity Securities will be issued at an issue price of not less than 75% of the VWAP for the Company's Equity Securities over the 15 trading days on which trades in that class were recorded 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 5 trading days of the date in paragraph (i) above, the date on which the Equity Securities are issued.
(b) If this Resolution is approved by Shareholders and the Company issues Equity Securities under the 10% Placement Facility, the existing Shareholders' voting power in the Company will be diluted as shown in the below table (in the case of Options, only if the Options are converted into Shares). There is 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 at a price that is at a discount to the market price for the Company's Equity Securities on the issue date or the Equity Securities are issued as part of consideration for the acquisition of a new asset,

which may have an effect on the amount of funds raised by the issue of the Equity Securities.

(c) The below tables show the dilution of existing Shareholders on the basis of the current market price of Shares and the current number of ordinary securities for variable "A" calculated in accordance with the formula in Listing Rule 7.1A.2 as at the date of the Notice (on a pre-Consolidated and post-Consolidated basis) and assuming any ratification Resolutions in the Notice are approved by Shareholders. The tables also show:
(i) two examples where variable "A" has increased, by 50% and 100%. Variable "A" is based on the number of ordinary securities the Company has on issue. The number of ordinary securities on issue may increase as a result of issues of ordinary securities that do not require Shareholder approval (for example, a pro rata entitlements issue or scrip issued under a takeover offer) or future specific placements under Listing Rule 7.1 that are approved at a future Shareholders' meeting; and
(ii) two examples of where the issue price of ordinary securities has decreased by 50% and increased by 100% as against the current market price.
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Pre-Consolidated basis:

Variable 'A' in Listing Rule 7.1A.2		Dilution – Pre-Consolidated	Dilution – Pre-Consolidated	Dilution – Pre-Consolidated
		$0.002 50% decrease in Issue Price	$0.003 Issue Price	$0.006 100% increase in Issue Price
Current Variable A 3,003,537,589 Shares	10% Voting Dilution	300,353,759 Shares	300,353,759 Shares	300,353,759 Shares
	Funds raised	$450,531	$901,061	$1,802,123
50% increase in current Variable A 4,505,306,384 Shares	10% Voting Dilution	450,530,638 Shares	450,530,638 Shares	450,530,638 Shares
	Funds raised	$675,796	$1,351,592	$2,703,184
100% increase in current Variable A 6,007,075,178 Shares	10% Voting Dilution	600,707,518 Shares	600,707,518 Shares	600,707,518 Shares
	Funds raised	$901,061	$1,802,123	$3,604,245

Post-Consolidated basis (subject to shareholder approval of Resolution 6):

Variable 'A' in Listing Rule 7.1A.2		Dilution – Post-Consolidated	Dilution – Post-Consolidated	Dilution – Post-Consolidated
		$0.023 50% decrease in Issue Price	$0.045 Issue Price	$0.090 100% increase in Issue Price
Current Variable A 200,235,839 Shares	10% Voting Dilution	20,023,584 Shares	20,023,584 Shares	20,023,584 Shares
	Funds raised	$450,531	$901,061	$1,802,123
50% increase in current Variable A 300,353,759 Shares	10% Voting Dilution	30,035,376 Shares	30,035,376 Shares	30,035,376 Shares
	Funds raised	$675,796	$1,351,592	$2,703,184
100% increase in current Variable A 400,471,679 Shares	10% Voting Dilution	40,047,168 Shares	40,047,168 Shares	40,047,168 Shares
	Funds raised	$901,061	$1,802,123	$3,604,245

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The tables have been prepared on the following assumptions:

The Company issues the maximum number of Equity Securities available under the 10% Placement Facility.
No Options (including any Options issued under the 10% Placement Facility) are exercised or converted into Shares before the date of the issue of the Equity Securities.
The 10% voting dilution reflects the aggregate percentage dilution against the issued share capital at the time of issue. This is why the voting dilution is shown in each example as 10%.
The tables do not show an example of dilution that may be caused to a particular Shareholder by reason of placements under the 10% Placement Facility, based on that Shareholder's holding at the date of the Meeting.
The tables show only the effect of issues of Equity Securities under Listing Rule 7.1A, not under the 15% placement capacity under Listing Rule 7.1.
The issue of Equity Securities under the 10% Placement Facility consists only of Shares. If the issue of Equity Securities includes Options, it is assumed that those Options are exercised into Shares for the purpose of calculating the voting dilution effect on existing Shareholders.
The issue price is $0.003, being the closing price of the Shares on ASX on 19 October 2017 being that last day that the Company’s Shares traded on the ASX before the Notice was printed.
(d) The Company will only issue the Equity Securities during the 10% Placement Period.
(e) The Company may seek to issue the Equity Securities for the following purposes:
(i) as cash consideration, in which case the Company intends to use funds raised for exploration of its projects and potentially the funding for any suitable acquisition opportunities identified by the Board; or
(ii) as non-cash consideration for the acquisition of new resource assets and investments or for the provision of services to the Company. In such circumstances the Company will provide a valuation of the non-cash consideration as required by listing Rule 7.1A.3.
(f) The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
(g) The Company's allocation policy is dependent on the prevailing market conditions at the time of any proposed issue pursuant to the 10% Placement Facility. The identity of the allottees of Equity Securities will be determined on a case-by-case basis having regard to the factors including but not limited to the following:
(i) the methods of raising funds that are available to the Company, including but not limited to, rights issue or other issue in which existing Securityholders can participate;
(ii) the effect of the issue of the Equity Securities on the control of the Company;
(iii) the financial situation and solvency of the Company; and
(iv) advice from corporate, financial and broking advisers (if applicable).
(h) The allottees under the 10% Placement Facility have not been determined as at the date of the Notice but may include service providers, existing
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Shareholders and/or new Shareholders who are not a related party or an associate of a related party of the Company.

Further, if the Company is successful in acquiring new resource assets or investments, it is possible that the allottees under the 10% Placement Facility will be the vendors of the new assets or investments.

(i) The Company has previously obtained Shareholder approval under Listing Rule 7.1A at its Annual General Meeting held on 28 November 2016. In the 12 months preceding the date of the 2017 Annual General Meeting and as at the date of the Notice, the Company has issued 2,131,985,406 Equity Securities. This represents 135% of the total number of Equity Securities on issue at the commencement of that 12 month period and an increase in total Equity Securities on issue of 235% during the 12 month period (taking into account conversion from one class of Equity Securities to another).

Details of each issue of Equity Securities by the Company during the 12 months preceding the date of this Meeting are set out in table on the following page.

A voting exclusion statement is included in the Notice.

(k) At the date of the Notice, the Company has not approached any particular existing Shareholder or Securityholder or an identifiable class of existing Securityholder to participate in the issue of the Equity Securities. No existing Shareholder's votes will therefore be excluded under the voting exclusion in the Notice.
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Date of Issue	Number of Securities	Type of Security	Recipient of Security	Issue Price and details of any discount to Market Price1 (if applicable)	Consideration & Use of Funds as at the date of the Notice
27 September 2017	217,767,900	Listed Options	Rights issue shortfall participants	N/A options were issued as free attaching for every 2 shares subscribed for under the Rights Issue.	N/A
27 September 2017	435,535,800	Shares	Rights issue shortfall participants	$0.003	$1.3m raised and available for infill drilling, metallurgical test work and resource estimation at the Kouri Gold Project in Burkina Faso; maintaining and exploring commercial opportunities for the Paguanta Project; and general working capital.
18 September 2017	211,308,917	Listed Options	Rights issue participants	N/A options were issued as free attaching for every 2 shares subscribed for under the Rights Issue.	N/A
18 September 2017	422,617,789	Shares	Rights issue participants	$0.003	$1.27m raised and available for infill drilling, metallurgical test work and resource estimation at the Kouri Gold Project in Burkina Faso; maintaining and exploring commercial opportunities for the Paguanta Project; and general working capital
2 August 2017	178,782,000	Shares	Acorn Capital (or its nominees)	$0.0025	$446,955 raised, approximately 60% of which has been expensed toward infill drilling at Kouri Gold Project in Burkina Faso and general working capital, with the remaining 40% to be expended for the same purposes.
7 July 2017	40,382,000	Shares	Unrelated sophisticated and professional investors	$0.0025	$100,955 raised and expensed for the compilation and interpretation of the drilling programs at Paguanta Zinc-Silver-Lead project in Chile and the Kouri Gold Project in Burkina Faso and for general working capital
7 July 2017	138,400,000	Shares	Unrelated sophisticated and professional investors	$0.0025	$346,000 raised and expensed for the compilation and interpretation of the drilling programs at Paguanta Zinc-Silver-Lead project in Chile and the Kouri Gold Project in Burkina Faso and for general working capital
7 July 2017	89,391,000	Unquoted Options	Unrelated sophisticated and professional investors	N/A – options were issued as free attaching to placement shares issued on the same day	N/A
12 January 2017	13,500,000	Unquoted Options	Employees	Nil	Nil – options expired
12 January 2017	13,500,000	Unquoted Options	Employees	Nil	Total value $2,700
12 January 2017	21,500,000	Unquoted Options	Employees	Nil	Total value $12,900
1 December 2016	349,300,000	Shares	Share purchase plan participants	$0.008	$2.77m raised and expensed for expansion of drilling program at Paguanta project in Chile and for general working capital

Note : Market Price means the closing price on ASX (excluding special crossings, overnight sales and exchange traded option exercises). For the purposes of this table the discount is calculated on the Market Price on the last trading day on which a sale was recorded prior to the date of issue of the relevant Equity Securities.

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Schedule 1 – Definitions

In the Notice, words importing the singular include the plural and vice versa.

$ means Australian Dollars.

10% Placement Facility has the meaning given in Section 10.1.

10% Placement Period has the meaning given in Section 10.3(f).

Acorn Placement has the meaning given in Section 6.4(c).

Acorn Placement Shares means the 178,782,000 Shares issued in connection with the Acorn Placement as set out in Section 6.4(c).

AEDT means Australian Eastern Daylight Time, being the time in Melbourne, Victoria.

Annual Report means the annual report of the Company in respect to the year ended 30 June 2017.

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

Auditor's Report means the auditor's report on the Financial Report.

Board means the board of Directors of the Company.

Broker Options means the options to be issued to Hartleys, subject to obtaining Shareholder approval of Resolution 5, on the terms and conditions set out in Schedule 5.

Chairman means the person appointed to chair the Meeting of the Company convened by the Notice.

Closely Related Party means:

(e) a spouse or child of the member; or

(f) has the meaning given in section 9 of the Corporations Act.

Company means Golden Rim Resources Limited ACN 006 710 774.

Consolidation has the meaning given to it in Section 7.1.

Constitution means the constitution of the Company as at the date of the Meeting.

Corporations Act means the Corporations Act 2001 (Cth).

Director means a director of the Company.

Director Options means the options to be issued under the OIP, subject to Shareholder approval of Resolution 6, on the terms and conditions set out in Schedule 4.

Directors' Report means the annual directors' report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Equity Security has the same meaning as in the Listing Rules and Equity Securities has the corresponding meaning.

Explanatory Memorandum means the explanatory memorandum which forms part of the Notice.

Financial Report means the annual financial report prepared under Chapter 2M of the Corporations Act for the Company and its controlled entities.

Hartleys means Hartleys Limited ACN 104 195 057.

July Attaching Options means the 20,191,000 Options issued in connection with the July Placement on the terms set out in Schedule 2.

July Placement has the meaning as set out in Section 6.4(b).

July Placement Securities has the meaning as set out in Section 6.4(b)(i).

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June Attaching Options means the 69,200,000 Options issued in connection with the June Placement on the terms set out in Schedule 2.

June Placement has the meaning as set out in Section 6.4(a).

June Placement Securities has the meaning as set out in Section 6.4(a)(i)

Key Management Personnel has the same meaning as in the accounting standards issued by the Australian Accounting Standards Board and means those persons having authority and responsibility for planning, directing and controlling the activities of the Company, or if the Company is part of a consolidated entity, of the consolidated entity, directly or indirectly, including any Director (whether executive or otherwise) of the Company, or if the Company is part of a consolidated entity, of an entity within the consolidated group.

Listing Rules means the listing rules of ASX.

Meeting has the meaning given in the introductory paragraph of the Notice.

Notice means this notice of general meeting.

OIP means the Golden Rim Resources Limited Employee Share Option Plan approved by Shareholders on 28 November 2016.

Option means an option which entitles the holder to subscribe for one Share.

Proxy Form means the proxy form that accompanies the Notice.

Remuneration Report means the remuneration report of the Company contained in the Directors' Report.

Resolution means a resolution referred to in the Notice.

Rights Issue means the rights issue undertaken by the Company pursuant to a prospectus lodge on 9 August 2017 and supplementary prospectus lodged 16 August 2017.

Schedule means a schedule to the Notice.

Section means a section of the Explanatory Memorandum.

Security means a Share or Option.

Securityholder means a holder of Securities.

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

Shareholder means a holder of a Share.

Shortfall Placement has the meaning given to it in Section 7.1.

Strike means a 'no' vote of 25% or more on the resolution approving the Remuneration Report. VWAP means volume weighted average price.

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Schedule 2 – Terms of Attaching Options

(a)
The Options shall expire 3 years after the date of issue ( Expiry Date ).
(b) Each Option shall confer the right to subscribe for one fully paid ordinary share ( Share ), ranking pari passu with existing issued fully paid ordinary shares, in the capital of the Company.
(c) The Options may be exercised in whole or in part. If the Options are exercised in part each notice of exercise must be for not less than 1,000 Shares and in multiples of 1,000 Shares.
(d) The exercise price for each Option shall be $0.005.
(e)
The Options may be transferred at any time in whole or part.
(f) A certificate will be issued for the Options. On the reverse side of the certificate there will be endorsed a statement of the rights of the optionholder and a notice that is to be completed when exercising the Options. If there is more than one Option comprised in this certificate and prior to the Expiry Date those Options are exercised in part, the Company will issue another certificate for the balance of the Options held and not yet exercised.
(g) The optionholder will not be permitted to participate in any new pro rata entitlement issues of securities of the Company.
(h) In the event of a reorganisation of the issued capital of the Company, the Options will be reorganised in accordance with the Listing Rules of the Australian Securities Exchange.
(i) The Options will not give any right to participate in dividends until Shares are allotted pursuant to the exercise of the relevant Options.
(j) There is no right to change the exercise price of Options nor the number of underlying Shares over which the Options can be exercised, if the Company completes a bonus or entitlements issue.
(k)
Notwithstanding clause (b) above, all Options may be exercised by the optionholder:
(i) in the event a takeover bid (as defined in the Corporations Act 2001) to acquire any Shares becomes or is declared to be unconditional, irrespective of whether the takeover bid extends to Shares issued and allotted after the date of the takeover bid or not; or
(ii) at any time after the occurrence of an event which results in a shareholder, or group of associated shareholders, being entitled to sufficient Shares to give it or them the ability, and that ability is successfully exercised, in a general meeting, to replace all or a majority of the board of directors of the Company; or
(iii) if a merger by way of scheme of arrangement under the Corporations Act 2001 has been approved by the Court under section 411(4)(b) of the Corporations Act 2001.
(l) Application will not be made for official quotation of the Options on the Australian Securities Exchange.
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Schedule 3 – Valuation of Director Options

The Company’s advisers have valued the Director Options proposed to be issued to the Directors using the Black-Scholes Model. The valuation of an option using the Black-Scholes Model is a function of a number of variables as set out in the table below:

Director	Craig Mackay	Glenister Lamont	Rick Crabb	Kathryn Davies
Number of options (pre Consolidation)	50,000,000	15,000,000	15,000,000	15,000,000
Exercise Price	$0.005	$0.005	$0.005	$0.005
Market Value on the ASX of underlying Shares at time of setting exercise price1	$0.003	$0.003	$0.003	$0.003
Expiry date	2 years from the date of issue	2 years from the date of issue	2 years from the date of issue	2 years from the date of issue
Expected volatility3	100%	100%	100%	100%
Risk free interest rate2	2.19%	2.19%	2.19%	2.19%
The value of the Options4	$0.0012	$0.0012	$0.0012	$0.0012
The aggregate value of the Options	$60,000	$18,000	$18,000	$18,000

Note:

It has been assumed the Share price is $0.003, which was the closing price of Shares on ASX on 21 September 2017, being the date of valuation of the Director Options.
It has been assumed the Company has used a risk free interest rate of 2.19%, (estimated based on the 5-year Commonwealth Bond Rate as at the date of valuation of the Director Options).
A volatility of the Share price of 100% was used, 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 (21 September 2017) and the date the Director Options are issued would have an impact on their value.
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Schedule 4 – Terms of Director Options

(a) The Options are issued subject to the rules ( Rules ) of the Golden Rim Resources Limited Option Incentive Plan ( Plan ).
(b) No consideration is payable for the issue of an Option.
(c)
The Options will not be quoted on ASX.
(d) Subject to the Rules, the Options expire at 5.00pm Perth, Western Australia time on the expiry date stated on the Option Certificate ( Expiry Date ).
(e) Subject to the Rules and these terms and conditions, each Option carries the right in favour of the Option holder to subscribe for one fully paid ordinary share issued in the capital of the Company ( Share ) upon payment of the exercise price stated on the Option Certificate ( Exercise Price ).
(f) The Options are exercisable by delivery to the Company of:
(i) a duly completed and executed option exercise notice in the form annexed to these terms and conditions;
(ii) the certificate for the Options or, if the Certificate for the Options has been lost or destroyed, a declaration to that effect, accompanied by an indemnity in favour of the Company against any loss, costs or expenses which might be incurred by the Company as a consequence of its relying on the declaration that the certificate has been lost or destroyed; and
(iii) payment to the Company of an amount in cleared funds equal to the Exercise Price multiplied by the number of Options being exercised.
(g) The Company will issue and allot the resultant Shares within 15 Business Days of receipt of the deliverables referred to in condition (f) above. A Share issued upon exercise of an Option will rank equally in all respects with Shares already on issue on the date of issue of the Shares, except for entitlements which had a record date before the date of issue of that Share. The Company will apply for official quotation on ASX of a Share issued upon exercise of an Option.
(h) The Options must not be assigned, transferred, novated, encumbered with a security interest in or over them or otherwise disposed of by a holder except in accordance with the Rules.
(i) An Option holder has no right or interest in a Share the subject of an Option held by the holder unless and until the Option is exercised and the Share is issued. Nor does the holder of an Option have any rights to dividends, rights to vote or rights to the capital of the Company as a shareholder as a result of holding an Option. Subject to the Corporations Act and the Constitution, an Option holder will not, as a holder of an Option, have any right to attend to vote at meetings of shareholders.
(j) Option holders are not entitled to participate in any new issue of securities to existing holders of Shares unless they are entitled to exercise their Options, and do exercise their Options and receive Shares before the record date for the determination of entitlements to the new issue of securities and participate as a holder of Shares.
(k) If the Company makes a pro rata issue of Shares (except a bonus issue) to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option before the record date for determining entitlements to the pro rata issue, the Exercise Price of the Option will be reduced according to the formula specified in the ASX Listing Rules.
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(l) If the Company makes a bonus issue of Shares to existing holders of Shares (other than an issue in lieu or in satisfaction of dividends or by way of dividend reinvestment) and no Share has been issued in respect of an Option before the record date for determining entitlements to the bonus issue, then the number of underlying Shares over which the Option is exercisable will be increased by the number of Shares which the Option holder would have received if the Option holder had exercised the Option before the record date for the bonus issue. No adjustment will be made to the Exercise Price.
(m) If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of an Option holder (including the number of Options to which the Option holder is entitled and the Exercise Price) will be changed to the extent necessary to comply with the ASX Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
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Schedule 5 - Terms of Broker Options

The Broker Options will be in the same class as the attaching options issued under the Rights Issue offer made under the prospectus lodged on 9 August 2017 and supplementary prospectus lodged 16 August 2017.

The Broker Options will be issued on the following terms and conditions:

(a) Each Option entitles the holder to subscribe for one fully paid ordinary Share.
(b) The Options are exercisable at $0.075 each ($0.005 each on a preConsolidation basis) at any time up to 5.00pm (AEST) on or before 31 January 2019.
(c) Any Option not exercised by its expiry date will automatically expire.
(d) The Company must give the Option holder a certificate or holding statement stating the:
(i) number of Options issued to the Option holder;
(ii) exercise price of the Options; and
(iii) date of issue of the Options.
(e) The Options are transferable.
(f) The Company will apply to ASX for Official Quotation of the Options.
(g) The Company will apply to ASX for Official Quotation of the Shares issued on exercise of Options.
(h) The Option holder is not entitled to participate in any issue to existing Shareholders of Securities unless they have exercised their Options before the "record date" for determining entitlements to the issue of Securities and participate as a result of holding Shares. The Company must give the Option holder notice of the proposed terms of the issue or offer in accordance with the Listing Rules.
(i) The number and exercise price of the Options remains the same regardless if the Company makes a bonus issue of Shares or other Securities to Shareholders.
(j) If there is a reorganisation (including consolidation, sub-division, reduction or return) of the share capital of the Company, then the rights of the Option holder (including the number of Options to which the Option holder is entitled to and the exercise price) is changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation.
(k) Any calculations or adjustments which are required to be made will be made by the Board and will, in the absence of manifest error, be final and conclusive and binding on the Company and the Option holder.
(l) The Company must, within a reasonable period, give to the Option holder notice of any change to the exercise price of any Options held by the Option holder or the number of Shares which the Option holder is entitled to subscribe for on exercise of an Option.
(m)
To exercise Options, the Option holder must give the Company:
(i) a written exercise notice (in the form approved by the Board from time to time) specifying the number of Options being exercised and Shares to be issued;
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(ii) payment of the exercise price for the Shares, the subject of the exercise notice, by way of bank cheque or by other means of payment approved by the Company; and
(iii) any certificate for the Options.
(n) The Option holder may only exercise Options in multiples of 300,000 Options unless the Option holder exercises all Options held by the Option holder.
(o) Options will be deemed to have been exercised on the date the exercise notice is lodged with the Directors.
(p) If the Option holder exercises less than the total number of Options registered in the Option holder's name:
(i) the Option holder must surrender their option certificate (if any); and
(ii) the Company must cancel the option certificate (if any) and issue the Option holder a new option certificate or holding statement stating the remaining number of Options held by the Option holder.
(q) Within 10 business days after receiving an application for exercise of Options and payment by the Option holder of the exercise price, the Company must issue the Option holder the number of Shares specified in the application.
(r) Subject to the Constitution, all Shares issued on the exercise of Options will rank in all respects (including rights relating to dividends) equally with the existing ordinary shares of the Company at the date of issue.
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AI assistant

ASARA RESOURCES LIMITED — AGM Information 2017

64427_rns_2017-10-29_cb8b2d99-bc10-448b-9220-d7e2b5d22290.pdf

GOLDEN RIM RESOURCES LIMITED ACN 006 710 774

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

AGENDA

1. Financial Report

2. Resolution 1 – Remuneration Report

Voting Exclusion

3. Resolution 2 – Re-election of Director – Ms Kathryn Davies

4. Resolution 3 – Re-election of Director – Mr Glenister Lamont

SPECIAL BUSINESS

5. Resolution 4 – Ratification of prior issues of securities

Voting Exclusion

6. Resolution 5 - Approval to issue Broker Options

Voting Exclusion

7. Resolution 6 – Consolidation of capital

8. Resolution 7 – Approval to issue Director Options

Voting Exclusion

Voting Prohibition

9. Resolution 8 - Approval of 10% Placement Facility

Voting Exclusion

BY ORDER OF THE BOARD

GOLDEN RIM RESOURCES LIMITED

EXPLANATORY MEMORANDUM

1. Introduction

2. Action to be taken by Shareholders

2.1 Voting in person

2.2 Proxies

(a) Voting by proxy

2.3 Voting Prohibition by Proxy Holders (Remuneration of Key Management Personnel)

3. Financial Report

4. Resolution 1 – Remuneration Report

5. Resolutions 2 and 3 – Election of Directors – Ms Kathryn Davies and Mr Glenister Lamont

5.1 General

5.2 Ms Kathryn Davies

5.3 Mr Glenister Lamont

5.4 Board recommendation

6. Resolution 4 – Ratification of prior issues of securities

6.1 General

6.2 Listing Rules 7.1 and 7.1A

6.3 Listing Rule 7.4

6.4 Specific information required by Listing Rule 7.5

7. Resolution 5 – Approval to issue Broker Options

7.1 General

7.2 Board recommendation

7.3 Specific information required by Listing Rule 7.3

8. Resolution 6 – Consolidation of capital

8.1 Background

8.2 Legal requirements

8.3 Fractional entitlements

8.4 Taxation

8.5 Holding statements

8.6 Effect on capital structure

8.7 Indicative timetable*

8.8 Board recommendation

9. Resolution 7 - Approval to issue Director Options

9.1 General

Note:

9.2

Chapter 2E of the Corporations Act

9.3 Information requirements for Chapter 2E of the Corporations Act

(a) Identity of the related parties to whom Resolution 7 permits financial benefits to be given

(b) Nature of the financial benefit

(c) Valuation of financial benefit

(d) Dilution

(e) Remuneration

Note:

(f) Existing relevant interests

9.4 ASX Listing Rule 10.14

9.5 ASX Listing Rule 10.15

9.6

Section 195(4) of Corporations Act

10. Resolution 8 – Approval of 10% Placement Facility

10.1 General

10.2 Board Recommendation

10.3 Listing Rule 7.1A

(A x D) – E

(e)

ASARA RESOURCES LIMITED AGM Information 2017