ASARA RESOURCES LIMITED — AGM Information 2019

Sep 26, 2019

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Golden Rim Resources Ltd ABN 39 006 710 774 Notice of Annual General Meeting and Explanatory Memorandum

Date of Meeting 29 October 2019

Time of Meeting 1pm (AEDT)

Place of Meeting Golden Rim Resources Ltd Office 7, Level 2 609 Canterbury Road SURREY HILLS VIC 3127

A Proxy Form is enclosed

Please read this Notice of Annual General Meeting and Explanatory Memorandum carefully.

If you are unable to attend the Annual General Meeting, please complete and return the enclosed Proxy Form in accordance with the specified directions.

Golden Rim Resources Ltd

ABN 39 006 710 774

Notice of Annual General Meeting

NOTICE IS GIVEN that an Annual General Meeting of Shareholders of Golden Rim Resources Ltd ABN 39 006 710 774 ( Company ) will be held at Golden Rim Resources Ltd, Office 7, Level 2, 609 Canterbury Road, Surrey Hills, Victoria, 3127 on Tuesday, 29 October 2019 at 1pm (AEDT) for the purpose of transacting the business referred to in this Notice of Annual General Meeting.

An Explanatory Memorandum containing information in relation to each of the following Resolutions accompanies this Notice. Terms used in the Resolutions contained in this Notice have the meaning given to them in the glossary in the Explanatory Memorandum.

Agenda

Financial Reports

To receive and consider the financial report of the Company, together with the Directors’ Report and the Auditor's Report for the year ended 30 June 2019, as set out in the Annual Report.

Resolution 1 – Non-Binding Resolution to adopt Remuneration Report

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution :

" That for the purposes of section 250R(2) of the Corporations Act and for all other purposes, the Remuneration Report for the year ended 30 June 2019 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 1.

Voting exclusion statement : A vote on Resolution 1 must not be cast (in any capacity) by or on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties. However, a person described above may cast a vote on Resolution 1 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 or the proxy is the Chairman of the Meeting and the appointment of the Chairman as proxy does not specify the way the proxy is to vote on the resolution and expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel; and

• (b) it is not cast on behalf of a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or their Closely Related Parties.

Further, a Restricted Voter who is appointed as a proxy must 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 Chairman of the Meeting and the appointment expressly authorises the Chairman 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 Chairman intends to vote any undirected proxies in favour of Resolution 1. Shareholders may also choose to direct the Chairman to vote against Resolution 1 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.

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Resolutions 2(a), 2(b), 2(c), 2(d) and 2(e) – Ratification of prior issue of securities

To consider and, if thought fit, to pass each of the following resolutions as a separate ordinary resolution :

" That, for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the following issues of:

• (a) 100 Cleansing Prospectus Shares at $0.012 per Share under Listing Rule 7.1;

• (b) 50,000,000 July Placement Shares at $0.010 per Share under Listing Rule 7.1;

• (c) 57,677,930 August Placement Shares at $0.014 per Share under Listing Rule 7.1;

• (d) 72,322,070 August Placement Shares at $0.014 per Share under Listing Rule 7.1A; and

• (e) 13,410,772 September Placement Shares at $0.014 per Share under Listing Rule 7.1,

on the terms and conditions set out in the Explanatory Memorandum. ”

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolutions 2(a), 2(b), 2(c), 2(d) and 2(e) by or on behalf of any person (and any nominee of such a person) who participated in the issue of the Shares, or any of their respective associates.

However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (a) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Resolution 3 - Re-election of Mr Glenister Lamont as a director

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

" That, Mr Glenister Lamont, who retires in accordance with rule 13.2 of the Constitution and being eligible offers himself for re-election, be re-elected as a director of the Company. "

Resolution 4 – Renewed Approval of Option Incentive Plan

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

“That, for the purpose of Listing Rule 7.2, Exception 9 and for all other purposes, Shareholders approve, as an exception to Listing Rule 7.1, the issue of securities under the existing employee incentive scheme for employees known as the “Golden Rim Resources Limited Option Incentive Plan”, a summary of the rules of which are set out in Annexure A to the Explanatory Memorandum."

Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 4 by or on behalf of any Director (except one who is ineligible to participate in any employee incentive scheme in relation to the Company) or any of their respective associates. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

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

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

• (b) the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman 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 Chairman intends to vote any undirected proxies in favour of Resolution 4. Shareholders may also choose to direct the Chairman to vote against Resolution 4 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.

Resolutions 5(a), 5(b) and 5(c) – Approval to issue Director Options

To consider and, if thought fit, to pass each of the following resolutions as a separate ordinary resolution :

"That, for the purposes of sections 195(4) of the Corporations Act, Listing Rule 10.14 and all other purposes, Shareholders approve the issue of up to:

• (a) 2,800,000 Director Options each with an exercise price of $0.03 and an expiry date that is two years after the date of issue to Glenister Lamont (and/or his nominees);

• (b) 10,000,000 Director Options each with an exercise price of $0.03 and an expiry date that is two years after the date of issue to Craig Mackay (and/or his nominees);

• (c) 2,800,000 Director Options each with an exercise price of $0.03 and an expiry date that is two years after the date of issue to Kathryn Davies (and/or her nominees);

on the terms and conditions set out in the Explanatory Memorandum including Annexure B. ”

Voting exclusion statements for each of Resolutions 5(a), 5(b) and 5(c) : The Company will disregard any votes cast in favour of Resolutions 5(a), 5(b) and 5(c) by any Director of the Company who is eligible to participate in the Plan, and any person who is an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Further, a Restricted Voter who is appointed as a proxy must not vote on Resolutions 5(a), 5(b) and 5(c) unless:

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

• (b) the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman 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 Chairman intends to vote any undirected proxies in favour of Resolutions 5(a), 5(b) and 5(c). Shareholders may also choose to direct the Chairman to vote against Resolutions 5(a), 5(b) and 5(c) 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.

Resolution 6 – Approval of Additional 10% Placement Capacity

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

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

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Voting exclusion statement : The Company will disregard any votes cast in favour of Resolution 6 by or on behalf of a person who is expected to participate in the proposed issue or who will obtain a material benefit as a result of the proposed issue (except a benefit solely in the capacity of a holder of ordinary securities), if the resolution is passed, and any person who is an Associate of those persons. However, the Company need not disregard a vote if:

• (a) it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• (b) it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Other business

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

By order of the Board

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Hayley Butcher

General Manager, Corporate & Company Secretary

Dated: 25 September 2019

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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 and by submitting their Proxy Form online, by mobile, 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. 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. Written proof of the representative’s appointment (including any authority under which it is signed) must be lodged with, or presented to the Company before the Meeting.

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 to speak at the Meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the Shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a Shareholder. The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may generally vote, or abstain from voting, as they think fit. However, where a Restricted Voter is appointed as a proxy, and the proxy is not directed how to vote on an item of business, the proxy may only vote on Resolutions 1, 4, 5(a), 5(b) and 5(c) if the proxy is the Chairman of the Meeting and the appointment expressly authorises the Chairman to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the Key Management Personnel.

• Should any resolution, other than those specified in this Notice, be proposed at the Meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the Shareholder's behalf on the poll and the Shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• A Shareholder who returns their Proxy Form with a direction how to vote, but does not nominate the identity of their proxy, will be taken to have appointed the Chairman of the Meeting as their proxy to vote on their behalf. If a Proxy Form is returned with a direction how to vote, but the nominated proxy (who is not Chairman of the Meeting) does not attend the Meeting or does not vote on the relevant Resolution(s), the Chairman of the Meeting will act in place of the nominated proxy and vote on a poll in accordance with any instructions.

•  Proxy appointments in favour of the Chairman of the Meeting, the secretary or any Director that do not contain a direction how to vote will be used, where possible, to support each of the Resolutions proposed in this Notice, provided they are entitled to cast votes as a proxy under the voting exclusion rules which apply to some of the proposed Resolutions. These rules are explained in this Notice.

• Proxies must be received by 1pm (AEDT) on 27 October 2019 . Proxies received after this time will be invalid. Proxies may be lodged using any of the following methods:

  • Online : www.linkmarketservices.com.au Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

• By mail :

Golden Rim Resources Ltd c/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

• By hand :

• Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 Australia

• By facsimile :

• +61 2 9287 0309

Shareholders who are entitled to vote

In accordance with regulation 7.11.37 and 7.11.38 of the Corporations Regulations, the Board has determined that a person's entitlement to vote at the Meeting will be the entitlement of that person set out in the Register of Shareholders as at 1.00pm (AEDT) on 27 October 2019.

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ABN 39 006 710 774

Golden Rim Resources Ltd

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 a capitalised first letter. Details of the definitions and abbreviations are set out in the Glossary to the Explanatory Memorandum.

Financial Reports

The Board is required to lay before the Meeting the consolidated financial report of the Company for the year ended 30 June 2019, together with the Directors' report (including the Remuneration Report) and the Auditor's Report on the financial report. 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 to make comments on the reports and on the management of the Company.

The Chairman will also give Shareholders a reasonable opportunity to ask the Auditor or the Auditor’s representative 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 the financial statements; and the independence of the Auditor in relation to the conduct of the audit.

The Chairman will also 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.

A copy of the Company’s 2019 Annual Report is available on the ASX website or at http://www.goldenrim.com.au/site/News-and-Reports/Annual-Reports

Resolution 1 – Adoption of Remuneration Report

Section 250R(2) of the Corporations Act requires the Company to put to its Shareholders a resolution that the Remuneration Report as set out in the Company's 2019 Annual Report be adopted. The Remuneration Report explains the Board’s 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 equity-based compensation.

Shareholders are entitled to vote on the question as to whether the Remuneration Report is to be adopted. However, the vote on Resolution 1 is advisory only and does not bind the Directors or the Company. The Chairman will give Shareholders a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report at the Meeting.

Under the Corporations Act, 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 then 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 any Managing Director, will need to stand for re-election at the Spill Meeting if they wish to continue as Directors.

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The Remuneration Report for the financial year ended 30 June 2018 did not receive a vote of more than 25% against its adoption at the Company’s 2018 annual general meeting held on 29 November 2018. 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.

Resolutions 2(a), 2(b), 2(c), 2(d) and 2(e) – Ratification of prior issue of securities

Resolutions 2(a), 2(b), 2(c), 2(d) and 2(e) seek Shareholder ratification pursuant to Listing Rule 7.4 for the issue of a total of 180,000,100 fully paid ordinary Shares which the Company issued within the last 12 months without obtaining prior shareholder approval ( Previous Placement Securities ).

Resolution 2 seeks the approval of Shareholders pursuant to Listing Rule 7.4 to ratify the issue of:

• (a) 100 Cleansing Prospectus Shares at an issue price of $0.012 each to raise $1.20 (before costs);

• (b) 50,000,000 July Placement Shares at an issue price of $0.010 each to raise $500,000 (before costs); and

• (c) 57,677,930 August Placement Shares under Listing Rule 7.1 at an issue price of $0.014 each to raise $807,491(before costs);

• (d) 72,322,070 August Placement Shares under Listing Rule 7.1A at an issue price of $0.014 each to raise $1,012,509 (before costs); and

• (e) 13,410,772 September Placement Shares at an issue price of $0.014 each to raise approximately $187,750 (before costs).

Each of the resolutions which form part of Resolution 2 is a separate ordinary resolution. The Chairman will cast all available proxies in favour of each of the resolutions which form part of Resolution 2.

The Board recommends that Shareholders vote in favour of each of the resolutions which form part of Resolution 2.

Listing Rules 7.1, 7.1A and 7.4

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 29 November 2018.

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

The effect of Shareholders passing Resolution 2 will be to restore the Company's ability to issue further Equity Securities, to the extent of 180,000,100 Equity Securities, during the next 12 months without the requirement to obtain prior Shareholder approval.

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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 issue of the Previous Placement Securities:

(a) Cleansing Prospectus Shares

• (i) a total of 100 Shares were issued;

• (ii) the Shares were issued at $0.012 per Share;

• (iii) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (iv) the Shares were issued to a specific party at the invitation of the directors, and is not a related party of the Company;

• (v) $1.20 (before costs) was raised from the issue of the Shares; and

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

(b) July Placement

• (i) a total of 50,000,000 Placement Shares were issued;

• (ii) the Placement Shares were issued at $0.010 per Share;

• (iii) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (iv) the Placement Shares were issued to the Placement Participants, none of whom is a related party of the Company;

• (v) the proceeds from the issue of the Placement Shares were used towards reverse circulation and diamond drilling program at the Company's Kouri Gold Project in Burkina Faso, as well as for costs of the July Placement and general working capital; and

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

(c) August Placement

• (i) a total of 130,000,000 Placement Shares were issued as follows:

• i. 57,677,930 August Placement Shares under Listing Rule 7.1; and

ii. 72,322,070 August Placement Shares under Listing Rule 7.1A;

• (ii) the Placement Shares were issued at $0.014 per Share;

• (iii) the Placement Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

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• (iv) the Placement Shares were issued to the Placement Participants, none of whom is a related party of the Company;

• (v) the proceeds from the issue of the Placement Shares are intended to be used towards exploration work at the Company's Kouri Gold Project in Burkina Faso, including reverse circulation drilling, diamond drilling, auger drilling and an induced polarisation geophysical survey, as well as for costs of the August Placement and general working capital; and

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

(d) September Placement

• (i) a total of 13,410,772 Shares were issued;

• (ii) the Shares were issued at $0.014 per Share;

• (iii) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the Company's existing Shares on issue;

• (iv) the Shares were issued to Westward Investments Limited, who is not a related party of the Company;

• (v) approximately $187,750 (before costs) was raised from the issue of the Shares; and

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

Resolution 3 – Re-election of Mr Glenister Lamont

Pursuant to clause 13.2 of the Constitution, Mr Glenister Lamont, being a Director, retires by way of rotation and, being eligible, offers himself for re-election as a Director.

Mr 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 Australian Institute of Company Directors and a Fellow of the Australian Institute of Mining and Metallurgy. Mr Lamont has worked as an engineer and manager in gold, base metal and coal mines. Previously, as General Manager for Ashton Mining, 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 non-executive director who has been Chair of several ASX listed resource companies as well as a director of other listed companies, government, not-for-profit and investment entities.

Mr Lamont was appointed to the Board on 17 July 2007 and was appointed Chairman of the Board on 6 October 2016. The Board considers that Mr Lamont, if re-elected, will continue to be classified as an independent director of the Company.

Resolution 4 – Renewed Approval of Option Incentive Plan

The Company considers that it is desirable to maintain an employee incentive scheme pursuant to which the Company can issue Equity Securities to attract, motivate and retain key Directors, employees and consultants and provide them with the opportunity to participate in the future growth of the Company.

Resolution 4 seeks Shareholders' renewed approval for the adoption of the employee incentive scheme titled "Golden Rim Resources Limited Option Incentive Plan" ( Plan ) in accordance with Listing Rule 7.2 exception 9(b).

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The Plan is designed to attract, retain and motivate eligible employees, promote and foster loyalty and support amongst eligible employees for the benefit of the Company, enhance the relationship between the Company and Eligible Employees for the long term mutual benefit of all parties and provide eligible employees with the opportunity to share in any future growth in value of the Company through the issue of Options.

To enable the Company to secure employees and Directors who can assist the Company in achieving its objectives, it is necessary to provide remuneration and incentives to such personnel. Under the Company's current circumstances, the Directors consider that granting options to Directors (subject always to shareholder approval) and employees is a cost effective and efficient incentive, as opposed to alternative forms of incentives such as cash bonuses or increased remuneration.

Resolution 4 is an ordinary resolution.

A summary of the key terms of the Plan is set out in Annexure A .

Listing Rules 7.1 and 7.2, exception 9(b)

A summary of Listing Rule 7.1 is contained in Resolutions 2(a), 2(b), 2(c), 2(d) and 2(e) above.

Listing Rule 7.2, exception 9(b) provides an exception to Listing Rule 7.1 such that issues of Equity Securities under an employee incentive scheme are exempt for a period of 3 years from the date on which shareholders approve the issue of Equity Securities under the scheme as an exception to Listing Rule 7.1.

If Resolution 4 is passed, the Company will be able to issue Equity Securities under the Plan to eligible participants over a period of 3 years without using the Company's 15% annual placement capacity under Listing Rule 7.1.

However, any future issues of Equity Securities under the Plan to a related party or a person whose relation with the Company or the related party is, in ASX's opinion, such that approval should be obtained will require additional Shareholder approval under Listing Rule 10.14 at the relevant time. For this reason, the Company is also seeking approval under Resolutions 5(a), 5(b) and 5(c) for the issue of Options to certain Directors pursuant to the Plan.

Since the Plan was last approved by Shareholders on 28 November 2016, 50,133,337 Options have been issued under the terms of the Plan.

Resolutions 5(a), 5(b) and 5(c) – Approval to Issue Director Options

At the Company's annual general meeting held on 28 November 2016, Shareholders approved the Plan. The Plan is designed to attract, retain and motivate eligible employees (which includes Directors), promote and foster loyalty and support amongst eligible employees for the benefit of the Company, enhance the relationship between the Company and eligible employees for the long-term mutual benefit of all parties and provide eligible employees with the opportunity to share in any future growth in value of the Company through the issue of Options. In accordance with the Listing Rules and, if applicable, the Corporations Act, Equity Securities issued under the Plan are only issued to Directors following shareholder approval.

The Company proposes to grant a total of 15,600,000 Director Options to the Directors, or their nominees, under the Plan as follows:

• Mr Glenister Lamont – 2,800,000 Director Options

• Mr Craig Mackay – 10,000,000 Director Options

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• Ms Kathryn Davies – 2,800,000 Director Options

The Board has determined the exercise price of the Director Options with regard to the market value of the Shares and the terms and conditions of existing options, and considers the prices to be a suitable premium to the meet the objectives of the proposed grant of Director Options as outlined on page 6 of this Explanatory Memorandum.

Each of the resolutions which form part of Resolution 5 is a separate ordinary resolution. The Chairman will cast all available proxies in favour of each of the resolutions which form part of Resolution 5.

The Directors decline to make a recommendation to Shareholders in relation to the resolutions which form part of Resolution 5 due to their material personal interests in the outcome of the Resolutions.

Chapter 2E of the Corporations Act

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, each of the Directors (or their nominee(s)) is a related party of the Company. Resolutions 5(a), 5(b) and 5(c) relate to the proposed grant of Director Options to each of the Directors, or their nominee(s), which is a financial benefit that requires Shareholder approval for the purposes of section 208 of the Corporations Act unless an exception applies.

Shareholder approval pursuant to Chapter 2E of the Corporations Act is not required in respect of the grant of the Director Options due to the exception in section 211 of the Corporations Act as the agreement to grant the Director Options, reached as part of the remuneration package for Mr Lamont, Mr Mackay and Ms Davies, is considered reasonable remuneration in the circumstances.

Listing Rules 10.14 and 10.15

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.

The following information in relation to the Director Options proposed be issued to the Directors the subject of Resolutions 5(a), 5(b) and 5(c), is provided to Shareholders for the purposes of Listing Rule 10.15:

	Resolution 5(a)	Resolution 5(b)	Resolution 5(c)
Name of Director	Mr Glenister Lamont, or his nominee(s)	Mr Craig Mackay, or his nominee(s)	Ms Kathryn Davies, or her nominee(s)
Maximum number of securities that may be acquired, including the formula for calculating the number of securities to be issued	2,800,000 Director Options	10,000,000 Director Options	2,800,000 Director Options
Issue Price	The Director Options will be issued for nil cash consideration.

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Exercise Price

The exercise price of the Director Options is $0.03 per Share.

Exercise Price	The exercise price of the Director Options is $0.03 per Share.	The exercise price of the Director Options is $0.03 per Share.	The exercise price of the Director Options is $0.03 per Share.	The exercise price of the Director Options is $0.03 per Share.
Names of all persons referred to in Listing Rule 10.14 who received securities under the Plan since the last approval, and acquisition price for each security		The Plan was last approved by Shareholders on 29 November 2016. Since that approval, the following persons referred to in Listing Rule 10.14 have received securities (Options) under the Plan. The acquisition price for all securities (Options) issued under the Plan has been nil. Name of Director (or associate of Director) Number of Options Terms of Options Mr Glenister Lamont 200,000 Exercise Price: $0.45 ExpiryDate: 28/11/2019 1,000,000 Exercise Price: $0.075 ExpiryDate: 21/12/2019 1,600,000 Exercise Price: $0.04 ExpiryDate: 19/12/2020 Mr Craig Mackay 400,000 Exercise Price: $0.45 Expiry Date: 28/11/2019 3,333,333 Exercise Price: $0.075 Expiry Date: 21/12/2019 5,000,000 Exercise Price: $0.04 ExpiryDate: 19/12/2020 Ms Kathryn Davies 1,000,000 Exercise Price: $0.075 ExpiryDate: 21/12/2019 1,600,000 Exercise Price: $0.04 ExpiryDate: 19/12/2020
		Name of Director (or associate of Director)	Number of Options	Terms of Options
		Mr Glenister Lamont	200,000	Exercise Price: $0.45 ExpiryDate: 28/11/2019
			1,000,000	Exercise Price: $0.075 ExpiryDate: 21/12/2019
			1,600,000	Exercise Price: $0.04 ExpiryDate: 19/12/2020
		Mr Craig Mackay	400,000	Exercise Price: $0.45 Expiry Date: 28/11/2019
			3,333,333	Exercise Price: $0.075 Expiry Date: 21/12/2019
			5,000,000	Exercise Price: $0.04 ExpiryDate: 19/12/2020
		Ms Kathryn Davies	1,000,000	Exercise Price: $0.075 ExpiryDate: 21/12/2019
			1,600,000	Exercise Price: $0.04 ExpiryDate: 19/12/2020
Names of all persons referred to in Listing Rule 10.14 entitled to participate in the Plan		The persons referred to in Listing Rule 10.14 entitled to participate in the Plan are each of the Directors of the Company, Glenister Lamont, Craig Mackay and Kathryn Davies (or their permitted nominee(s)).
Voting exclusion statement		A voting exclusion statement has been included in the Notice in relation to each of Resolutions 5(a), 5(b)and 5(c).
Terms of any loan in relation to the acquisition		No loan will be provided to any of the Directors in relation to the issue or conversion of the Director Options.
Date by which the securities will be issued		The Director Options will be issued as soon as practicable following the Meeting and in any event, will be issued no later than 12 months after the date of the Meeting (or such later date as permitted by any ASX waiver of the Listing Rules).

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.

Section 195(4) of the 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 him or herself. However, given that it is proposed that all Directors are issued

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Director Options pursuant to Resolutions 5(a), 5(b) and 5(c), they may be considered to have a material personal interest in the outcome of Resolutions 5(a), 5(b) and 5(c), in which case the Directors would be unable to form a 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.

Resolution 6 – Approval of Additional 10% Placement Capacity

Background

In addition to a company’s 15% placement capacity under Listing Rule 7.1, an “eligible entity” which has obtained Shareholder approval for the purposes of Listing Rule 7.1A via a special resolution may issue, or agree to issue, Equity Securities up to 10% of its issued share capital over a 12-month period after the annual general meeting at which the approval is sought ( Additional 10% Placement Capacity ).

An entity will be an “eligible entity” able to seek approval under Listing Rule 7.1A if:

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

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

As at 17 September 2019, the Company has a market capitalisation of approximately $13.6 million and is an eligible entity for the purposes of Listing Rule 7.1A.

Resolution 6 seeks Shareholders’ approval to issue additional Equity Securities under the Additional 10% Placement Capacity. The approval of the Additional 10% Placement Capacity provides greater flexibility for the Board to issue, or agree to issue, Shares in the 12-month period following the Meeting. It is anticipated that funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity would be applied towards exploration activities and evaluation, the acquisition of new assets (should suitable assets be found), administration costs and general working capital.

If passed, Resolution 6 will allow the Company to issue, or agree to issue, Equity Securities under Listing Rule 7.1A during the Additional Placement Period (as defined below) in addition to the Company’s 15% placement capacity under Listing Rule 7.1.

Listing Rule 7.1A

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

As at the date of this Notice, the Company has 1,162,966,009 Shares on issue. Therefore, based on the number of Shares on issue as at the date of this Notice and subject to Shareholders approving Resolutions 2(a), 2(b), 2(c), 2(d), 2(e) and 6, the Company may issue 116,296,601 Equity Securities in accordance with Listing Rule 7.1A. Shareholders should note that the calculation of the number of Equity Securities that may be issued under the Additional 10% Placement Capacity is a moving calculation and will be based the formula set out in Listing Rule 7.1A.2 at the time of issue, or the agreement to issue, the Equity Securities. That formula is:

(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;

• (c) plus the number of fully paid Shares issued in the 12 months with approval of

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Shareholders under Listing Rules 7.1 and 7.4. This does not include an issue of fully paid Shares under the Company’s 15% placement capacity without Shareholder approval; and

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

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

D

is 10%.

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

Shareholders will be informed of any issue of Equity Securities under the Additional 10% Placement Capacity as the Company will disclose to the market at the time of issue the specific information required by Listing Rule 3.10.5A (such as details of dilution of existing Shareholders) in addition to information required by Listing Rule 7.1A.4, Appendix 3B and any other applicable Listing Rules. The table below demonstrates various examples as to the number of Equity Securities that may be issued using the Additional 10% Placement Capacity.

	Number of Shares	Dilution	Dilution	Dilution
	issued and funds	Issue Price at half	Issue Price at	Issue Price at
	raised under the
		the current market	current market	double the
	Additional 10%
		price $0.007	price $0.015	current market
	Placement Capacity
	and dilution effect			price $0.030
Current Variable ‘A’	Shares issued	116,296,601	116,296,601	116,296,601
1,162,966,009 Shares	Funds raised	$814,076	$1,744,449	$3,448,898
	Dilution	10%	10%	10%
50% increase in	Shares issued	174,444,901	174,444,901	174,444,901
current Variable ‘A’	Funds raised	$1,221,114	$2,616,674	$5,233,347
1,744,449,014 Shares
	Dilution	10%	10%	10%
100% increase in	Shares issued	232,593,202	232,593,202	232,593,202
current variable ‘A’	Funds raised	$1,628,152	$3,488,898	$6,977,796
2,325,932,018 Shares
	Dilution	10%	10%	10%

Note : The table above assumes:

• (a) No Options are exercised before the date of the issue of the Equity Securities.

• (b) The issue of Equity Securities under the Additional 10% Placement Capacity consists only of Shares.

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

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

Resolution 6 is a special resolution, requiring 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) to be passed.

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Specific information required by Listing Rule 7.3A

The following information in relation to the Shares proposed to be issued is provided to Shareholders for the purposes of Listing Rule 7.3A:

Minimum price

The Equity Securities will be issued at an issue price of not less than 75% of the volume weighted average price for the Company's Equity Securities over the 15 Trading Days on which trades in the class were recorded immediately before: (a) the date on which the price at which the Equity Securities are to be issued is agreed; or (b) if the Equity Securities are not issued within five Trading Days of the date in paragraph (a) above, the date on which the Equity Securities are issued.

Potential risk of economic and voting dilution

If Resolution 6 is approved by Shareholders and the Company issues Equity Securities under the Additional 10% Placement Capacity, Shareholders who do not participate (either because they elect not to participate or because they are not invited to participate) in any such issue, will have their existing interest and voting power in the Company diluted. There is also a risk that: (a) 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; (b) 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; or (c) the Equity Securities may be issued for non-cash consideration, which may have an effect on the amount of funds raised by the issue of Equity Securities under the Additional 10% Placement Capacity. The table above on page 9 shows the dilution of existing Shareholders upon the issue of the maximum number of Equity Securities under the Additional 10% Placement Capacity, using different variables for the number of ordinary securities for variable ‘A’ (as defined in Listing Rule 7.1A) and the market price of Shares. It is noted that variable ‘A’ is based on the number of ordinary securities the Company has on issue at the time of the proposed issue of Equity Securities. The table shows: (a) examples of where variable ‘A’ is at its current level, and where variable ‘A’ has increased by 50% and by 100%; (b) examples of where the issue price of ordinary securities is the current market price as at close of trade on 17 September 2019, being $0.015 (current market price), where the issue price is halved, and where it is doubled; and (c) that the dilutionary effect will always be 10% if the maximum number of Equity Securities that may be issued under the Additional 10% Placement Capacity are issued.

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Timing of potential issues	Approval of the Additional 10% Placement Capacity will be valid during the period (Additional Placement Period) from the date of the Meeting and will expire on the earlier of: (a) the date that is 12 months after the date of the Meeting; and (b) the date of the approval by Shareholders of a transaction under Listing Rules 11.1.2 (a significant change to the nature or scale of activities) or 11.2 (disposal of main undertaking).
Purpose of potential issues	The Company may seek to issue the Equity Securities for the following purposes: (a) If Equity Securities are issued for cash consideration, the Company intends to use the funds for exploration activities and evaluation, the acquisition of new assets (should suitable assets be found), administration costs and general working capital; and (b) If Equity Securities are issued for non-cash consideration to acquire access to strategic tenements or assets identified by the Company to further future growth. If Equity Securities are issued for non-cash consideration, the Company will comply with the minimum issue price limitation under Listing Rule 7.1A.3 in relation to such issue and will release the valuation of the non-cash consideration to the market. The Company will comply with the disclosure obligations under Listing Rules 7.1A.4 and 3.10.5A upon issue of any Equity Securities.
Allocation policy	The identity of the persons to whom Equity Securities will be issued is not yet known and will be determined on a case by case basis having regard to market conditions at the time of the proposed issue of Equity Securities, including consideration of matters including, but not limited to: (a) the ability of the Company to raise funds at the time of the proposed issue of Equity Securities and whether the raising of any funds under such placement could be carried out by means of an entitlement offer, or a placement and an entitlement offer; (b) the dilutionary effect of the proposed issue of the Equity Securities on existing Shareholders at the time of proposed issued of Equity Securities; (c) the financial situation and solvency of the Company; and (d) advice from its professional advisers, including corporate, financial and broking advisers (if applicable). The persons to whom Equity Securities will be issued under the Additional 10% Placement Capacity have not been determined as at the date of this Notice, but will not include related parties (or their Associates) of the Company.
Previous approval under Listing Rule 7.1A	The Company previously obtained Shareholder approval under Listing Rule 7.1A on 29 November 2018. In the 12 months preceding the date of the Meeting, the Company has issued 733,644,307 Equity Securities which represents 163% of the total number of Equity Securities on issue at the commencement of that 12-month period.Annexure Csets out information in relation to each issue of Equity Securities in the 12 months preceding the date of the Meeting.

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Voting exclusion statement

A voting exclusion statement is included in the Notice in relation to Resolution 6. The Company has not approached, and has not yet determined to approach, any particular existing security holders or an identifiable class of existing security holders to participate in an offer under the Additional 10% Placement Capacity, therefore no existing security holders’ votes would be excluded under the voting exclusion statement included in this Notice.

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Glossary

$ means Australian dollars.

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

Additional 10% Placement Capacity has the meaning set out on page 7 of the Explanatory Memorandum.

Additional Placement Period has the meaning set out on page 10 of the Explanatory Memorandum.

AEDT means Australian Eastern Daylight Time.

Annual Report means the annual report of the Company for the year ended 30 June 2019.

Associate has the meaning given in the Listing Rules.

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

Auditor means the Company’s auditor from time to time.

Auditor’s Report means the report of the Auditor contained in the Annual Report for the year ended 30 June 2019.

August Placement means the Shares issued on 21 August 2019 to the Placement Participants under the Placement which are the subject to Resolution 2(c) and 2(d).

Board means the Directors.

Chairman means the individual elected to Chairman any meeting of the Company from time to time.

Cleansing Prospectus Shares means the 100 Shares issued on 30 August 2019 which are the subject to Resolution 2(a).

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

Company means Golden Rim Resources Ltd ABN 39 006 710 774.

Constitution means the Company's constitution, as amended from time to time.

Corporations Act means Corporations Act 2001 (Cth).

Director Option means an Option issued under the Plan with the terms and conditions set out in Annexure B.

Directors means the directors of the Company.

Directors’ Report means the directors’ report set out in the Annual Report for the year ended 30 June 2019.

Equity Securities means has the meaning given to that term in the Listing Rules.

Explanatory Memorandum means the explanatory memorandum accompanying this Notice.

July Placement means the 50,000,000 Shares issued on 23 July 2019 to the Placement Participants under the Placement which are the subject to Resolution 2(b).

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

Kouri means the Company's Kouri Gold Project in Burkina Faso.

Listing Rules means the ASX Listing Rules.

Meeting means the annual general meeting convened by the Notice.

Notice means this Notice of Annual General Meeting.

Option means an option to acquire a Share.

Placement Participants means qualified, institutional, sophisticated and professional investors and in respect of the August Placement, were clients of Patersons Securities Limited and/or existing shareholders.

Placement Shares means Shares issued pursuant to Resolutions 2(b), 2(c), 2(d) and 2(e).

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Plan means the Golden Rim Resources Limited Option Incentive Plan, approved by Shareholders on 29 November 2016.

Previous Placement Securities means the Cleansing Prospectus Shares, July Placement Shares, August Placement Shares and September Placement Shares.

Remuneration Report means the remuneration report set out in the Annual Report for the year ended 30 June 2019.

Resolution means a resolution contained in the Notice.

Restricted Voter means Key Management Personnel and their Closely Related Parties as at the date of the Meeting.

September Placement means the 13,410,772 Shares issued on 24 September 2019 which are the subject to Resolution 2(e).

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

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

Spill Meeting has the meaning set out on page 1 of the Explanatory Memorandum.

Spill Resolution the meaning set out on page 1 of the Explanatory Memorandum.

Trading Day means a day determined by ASX to be a trading day in accordance with the Listing Rules.

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Annexure A – Summary of Golden Rim Resources Limited Option Incentive Plan

Plan limit	Where an offer is made under the Plan in reliance on CO 14/1000 (or any amendment or replacement of it) the Board must, at the time of making the offer, have reasonable grounds to believe that the total number of Shares which would be issued if the Options the subject of the offer vested, will not exceed 5% of the total number of Shares on issue when aggregated with the number of Shares issued or that may be issued as a result of offers made at any time during the previous 3 year period under the Plan or any other employee incentive scheme or like scheme of the Company covered by CO 14/1000 or an individual instrument made by ASIC in terms similar to the class order, or any employee incentive scheme or employee share scheme of the Company, where the offers were covered by ASIC Class Order 03/184 or an individual instrument made by ASIC in similar terms to that class order. This limit is in accordance with CO 14/1000.
Quotation	Options will not be quoted on ASX.
No transfer	Options cannot be assigned, transferred, novated, encumbered or otherwise disposed of unless the Board consents (in its sole and absolute discretion) or the assignment or transfer occurs by force of law. Any transfer in breach of these requirements results in immediate lapse of the Option.
Eligible Employees	The Board may, in its absolute discretion, offer Options to any of the following persons: (a) a full time or part time employee (including an executive director) or non- executive director of the Company or an associated body corporate (being a body corporate that is a related body corporate of the body, a body corporate that has voting power in the body of not less than 20% or a body corporate in which the body has voting power of not less than 20%) (Group Company); (b) an individual who is or might reasonably be expected to be engaged to work the number of hours that are the pro rata equivalent of 40% or more of a comparable full time position with a Group Company; or (c) an individual or company with whom a Group Company has entered into a contract for the provision of services under which the individual or a director or their spouse performs work for a Group Company. A person who the Board invites to participate in the Plan are calledEligible Employees. The Board may permit Options to be offered to another party nominated by an Eligible Employee (for example, the Eligible Employee’s (a) immediate family member; (b) a corporate trustee of a self-managed superannuation fund (within the meaning of the_Superannuation Industry (Supervision) Act_1993) where the Eligible Employee is a director of the trustee; or (c) a company whose members are no-one other than the Eligible Employee or their immediate family members) (Nominated Party). AParticipantis an Eligible Employee or Nominated Party to whom Options have been granted.
No consideration for issue	No consideration is payable for the issue of an Option.

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Terms and conditions – Board discretion	The Board may invite Eligible Employees to participate in the plan by providing a written offer document (Offer). The Offer must contain (among other things) the maximum number of Options that may be applied for, any relevant vesting conditions and vesting period, the dates which the Options may be exercised (subject to the terms of the Offer and the Plan) and the expiry date of the Options. These terms and conditions are at the Board’s discretion.
Vesting and exercise	The vesting conditions (if any) will be determined when the Options are granted, and set out in the Offer. Options will vest when the relevant vesting conditions (if any) are satisfied, waived by the Board or are deemed to have been satisfied under the Plan. Provided any vesting conditions have been satisfied or waived and the Option is otherwise capable of exercise, an Option may be exercised at any time up until the expiry date specified in the Offer.
Adjustment to exercise terms	The Board will have the power to make adjustments to or vary the terms of exercise of an Option, including reducing or waiving the vesting conditions attaching to Options in whole or in part at any time and in any particular case. Any proposed variation or adjustment will be subject to any requirements of the Corporations Act and/or the Listing Rules (including Shareholder approval). However, no variation to the terms of exercise of an Option will be made without the consent of the Participant if it would have a material prejudicial effect on them, unless introduced primarily to comply with the law or Plan, to correct manifest error or to enable regulatory compliance.
Lapse of Options	Unless otherwise specified in the vesting conditions or determined otherwise by the Board, an Option lapses on the earlier of: (a) the Board determining that any vesting condition attaching to the Option has not been satisfied or is not capable of being satisfied; (b) the day after the last day the Option may be exercised; and (c) the Option lapsing under the cessation of employment, change of control or breach, fraud or misconduct provisions of the Plan. When Options lapse, all rights of a Participant in respect of those Options are forfeited.
New issues, reorganisations and winding-up	If the Company makes a pro rata issue of Shares (except a bonus issue) during the term of an Option, the exercise price of the Option will be reduced according to the formula in the Listing Rules. If the Company makes a bonus issue of Shares during the term of an Option, the number of Shares the holder is entitled to will be increased by the number of Shares the holder would have been issued if the Options were exercised. If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of a Participant (including the number of Options to which each Participant is entitled and the exercise price) will be changed to the extent necessary to comply with the Listing Rules applying to a reorganisation of capital at the time of the reorganisation. If a resolution for a members’ voluntary winding up of the Company is proposed (other than for the purpose of a reconstruction or amalgamation) the Board may, in its absolute discretion, give written notice to Participants of the proposed resolution. Subject to the vesting conditions, the Participants may, during the period referred to in the notice, exercise their Options

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Cessation of employment	Subject to the ultimate discretion of the Board, if a Participant ceases to be employed due to: (a) resignation, dismissal for cause or poor performance or another circumstance determined by the Board, any Options held by the Participant shall lapse whether they are vested or unvested; and (b) disability, mental illness, redundancy or death, or another reason other than that stated in (a), any unvested Options held by the Participant shall lapse, but any vested Options shall continue to be able to be exercised in accordance with their terms.
Change of control	If there is a change of control event (which is defined in the Plan, and includes a takeover for the Company which is (or is declared) unconditional, a court order to convene a meeting for a scheme of arrangement, a merger resulting in the current Shareholders being entitled to 50% or less of the shares of the merged entity, a Group Company agreeing to sell a majority of its business or assets or a determination of the Board that control of the Company has or is likely to change), the Board may in its sole and absolute discretion determine how unvested Options will be treated, including determining that some or all of the Options vest or reducing or waiving vesting conditions.
Misconduct and clawback	If in the opinion of the Board a Participant acts fraudulently or dishonestly or is in material breach of their obligations to a Group Company, then the Board may determine that all the Participant’s Options lapse. If the Board becomes aware of a material misstatement in the Company’s financial statements or some other event has occurred which, as a result, means that the vesting conditions in respect of certain vested Options were not, or should not have been determined to have been, satisfied, then the Participant will cease to be entitled to those Vested Options (Affected Options) and the Board may take various actions, including: cancelling the relevant Affected Options for no consideration; requiring that the Participant pay to the Company the after tax value of the Affected Options which have been converted into Shares or adjust fixed remuneration, incentives or participation in this Plan of a relevant Participant in the current year or any future year to take account of the after tax value of the Affected Options.
Amendment of Rules	Subject to and in accordance with the Listing Rules (including any waiver granted under such Listing Rules), the Board (without the necessity of obtaining the prior or subsequent consent of Shareholders of the Company in a general meeting) may from time to time amend (including the power to revoke, add to or vary) all or any provisions of the Rules in any respect whatsoever, by an instrument in writing, provided that rights or entitlements in respect of any Option granted before the date of amendment shall not be reduced or adversely affected unless prior written approval from the affected Participant(s) is obtained.

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Annexure B – Terms and Conditions of Director Options

1. The Options are issued subject to the rules ( Rules ) of the Golden Rim Resources Limited Option Incentive Plan ( Plan ).

2. No consideration is payable for the issue of a Director Option.

3. The Director Options will not be quoted on ASX.

4. Subject to the Rules, the Director Options expire at 5.00pm AEDT time on the date that is two years after the issue date of the Options ( Expiry Date ).

5. Subject to the Rules and these terms and conditions, each Director Option carries the right in favour of the holder to subscribe for one fully paid ordinary share issued in the capital of the Company ( Share ) upon payment of $0.03 ( Exercise Price ).

6. The Director Options are exercisable by delivery to the Company of:

7. a. a duly completed and executed option exercise notice in the form annexed to these terms and conditions;

8. b. the Certificate for the Director Options or, if the Certificate for the Director 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

9. c. payment to the Company of an amount in cleared funds equal to the Exercise Price multiplied by the number of Director Options being exercised.

10. The Company will issue and allot the resultant Shares within 20 Business Days of receipt of the deliverables referred to in condition 6 above. A Share issued upon exercise of a Director 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 a Director Option.

11. The Director 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.

12. A Director Option holder has no right or interest in a Share the subject of a Director Option held by the holder unless and until the Director Option is exercised and the Share is issued. Nor does the holder of a Director 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 a Director Option. Subject to the Corporations Act and the Constitution, a Director Option holder will not, as a holder of a Director Option, have any right to attend to vote at meetings of shareholders.

13. Director 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 Director Options, and do exercise their Director 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.

14. 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 a Director Option before the record date for determining entitlements to the pro rata issue, the Exercise Price of the Director Option will be reduced according to the formula specified in the ASX Listing Rules.

15. 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 a Director Option before the record date for determining entitlements to the bonus issue, then the number of underlying Shares over which the Director Option is exercisable will be increased by the number of Shares which the Director Option holder would have received if the Director Option holder had exercised the Director Option before the record date for the bonus issue. No adjustment will be made to the Exercise Price.

16. If there is a reorganisation of the issued capital of the Company (including a consolidation, subdivision, reduction or return) then the rights of a Director Option holder (including the number of Director Options to which the Director 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.

Golden Rim Resources Ltd – Notice of Annual General Meeting 2019

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Annexure C – Equity Securities issued by the Company during the 12 months preceding the Meeting

Issue	Type of Equity	No. issued	Summary of terms	Names of persons who	Issue	Discount	Amount of cash	Non-cash
Date	Securities			received securities or	price	to	consideration,	consideration and
				basis on which those		market	amount of cash	current market value of
				persons were determined		price on	spent, use of cash	non-cash
						the date	and intended use	consideration
						of issue	for remaining amount of
						(if any)	cash (if any)
19/12/2018	Unlisted Options	12,700,000	Unlisted options exercisable at $0.04 and expiring on 19/12/2020 issued under the Plan.	Earth Science Solutions Pty Ltd (a company associated with Director, Mr Mackay) – 5,000,000 Options Alexcal Pty Ltd (a company associated with Director, Mr Lamont) – 1,600,000 options Kathryn Davies – 1,600,000 Options 4,500,000 options to employees (or their nominees)	Nil	NA	Nil cash consideration.	The Options were issued to Directors and employees (or their nominees) under the Plan. The current market value of the Options is $0.002 per Option ($25,400 in total) based on a Black- Scholes valuation conducted on 3 September 2019.
21/12/2018	Shares	9,967,333	The Shares rank equally with all other fully paid ordinary shares on issue.	Ausdrill International Pty Ltd	$0.015	$0.002	$149,510 All funds were used to pay for drilling services conducted by Ausdrill Limited's West African subsidiary at the Company's Kouri Gold Project (Kouri).	NA
24/01/2019	Shares	10,419,673	The Shares rank equally with all other fully paid ordinary shares on issue.	Ausdrill International Pty Ltd	$0.0153	$0.0027	$159,420 All funds were used to pay for drilling services conducted by Ausdrill Limited's West African subsidiary at Kouri.	NA
24/01/2019	Shares	667	The Shares rank equally with all other fully paid ordinary shares on issue.	Optionholder exercising option	$0.0750	Nil	$50.03 No cash has been spent. The cash will be used for general working capital.	NA
12/03/2019	Shares	117,578,000	The Shares rank equally with all other fully paid ordinary shares on issue.	Qualified, institutional, sophisticated and professional investors who participated in Tranche1ofthe placement	$0.013	Nil	$1,528,514 The funds were used for work programs at Kouri	NA

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Issue	Type of Equity	No. issued	Summary of terms	Names of persons who	Issue	Discount	Amount of cash	Non-cash
Date	Securities			received securities or	price	to	consideration,	consideration and
				basis on which those		market	amount of cash	current market value of
				persons were determined		price on	spent, use of cash	non-cash
						the date	and intended use	consideration
						of issue	for remaining amount of
						(if any)	cash (if any)
				announced on 4 March 2019.			including RC drilling, completion of the acquisition of two additional permits at Kouri and general working capital.
17/05/2019	Shares	55,498,960	The Shares rank equally with all other fully paid ordinary shares on issue.	Qualified, institutional, sophisticated and professional investors who participated in Tranche 2 of the placement announced on 4 March 2019.	$0.013	Nil	$721,486.48 The funds were used for work programs at Kouri including RC drilling, completion of the acquisition of two additional permits at Kouri and general working capital.	NA
17/05/2019	Shares	8,700,000	The Shares rank equally with all other fully paid ordinary shares on issue.	Hartleys Limited and Adelaide Equity Partners Limited (or their nominees)	$0.013 (deemed)	Nil	Nil cash consideration.	The Shares were issued as payment in part consideration of corporate advisory services. The current market value of the Shares based on the closing market price of Shares as at 3 September 2019 of $0.016 is $139,200.

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Issue	Type of Equity	No. issued	Summary of terms	Names of persons who	Issue	Discount	Amount of cash	Non-cash
Date	Securities			received securities or	price	to	consideration,	consideration and
				basis on which those		market	amount of cash	current market value of
				persons were determined		price on	spent, use of cash	non-cash
						the date	and intended use	consideration
						of issue	for remaining amount of
						(if any)	cash (if any)
28/06/2019	Shares	71,130,936	The Shares rank equally with all other fully paid ordinary shares on issue.	Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited, Uvumbuzi Resources Limited	$0.016 (deemed)	Nil	Nil cash consideration.	The Shares were issued as consideration for all the shares in Lafi Gold Limited. The current market value of the Shares based on the closing market price of Shares as at 3 September 2019 of $0.016is $1,138,095.
28/06/2019	Option	1	Unlisted option convertible into 7,903,437 Shares exercisable at $126,455 (being $0.016 per Share) and expiring on 28/12/2019.	Nicolas Des Lesguern	Nil	NA	Nil cash consideration.	The Option was granted under a Share Purchase Agreement to acquire two exploration permits, Goueli and Margou. The current market value of the Options is $23,710 per Option ($23,710 in total) based on a Black- Scholes valuation conducted on 3 September 2019.
23/07/2019	Shares	50,000,000	The Shares rank equally with all other fully paid ordinary shares on issue.	Qualified, institutional, sophisticated and professional investors of the placement announced on 23 July 2019.	$0.01	See note A	$500,000 The funds were used for a drilling program at Kouri general working capital.	NA
14/08/2019	Shares	100	The Shares rank equally with all other fully paid ordinary shares on issue.	Hayley Butcher	$0.012	$0.005	$1.20 No cash has been spent. The cash will be used for general working capital.	NA

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Issue	Type of Equity	No. issued	Summary of terms	Names of persons who	Issue	Discount	Amount of cash	Non-cash
Date	Securities			received securities or	price	to	consideration,	consideration and
				basis on which those		market	amount of cash	current market value of
				persons were determined		price on	spent, use of cash	non-cash
						the date	and intended use	consideration
						of issue	for remaining amount of
						(if any)	cash (if any)
21/08/2019	Shares	130,000,000	The Shares rank equally with all other fully paid ordinary shares on issue.	Qualified, institutional, sophisticated and professional investors of the placement announced on 15 August 2019.	$0.014	Nil	$1,820,000 Approximately $700,000 has been spent on drilling. The balance ($1,120,000) of funds will be used for further drilling at Kouri, an induced polarisation geophysical survey and general working capital.	NA
18/09/2019	Shares	246,334,429	The Shares rank equally with all other fully paid ordinary shares on issue.	Rights issue participants	$0.014	$0.001	$3,448,682 No cash has been spent. The funds are to be used for exploration programs at Kouri and general working capital.	NA
24/09/2019	Shares	13,410,772	The Shares rank equally with all other fully paid ordinary shares on issue.	Westward Investments Limited	$0.014	Nil	$187,750 No cash has been spent. The funds are to be used for exploration programs at Kouri and general working capital.	NA

Note:

A The Company’s shares were suspended from trading on the day of issue. Based on the market price as at the last day the shares were traded prior to the issue, the discount would be $0.002.

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