ASARA RESOURCES LIMITED — Annual Report 2012

Sep 26, 2012

Golden Rim Resources Ltd ( Golden Rim or Company ) and Controlled Entities ABN 39 006 710 774

Annual Report For the Year Ended 30 June 2012

Golden Rim Resources Ltd and Controlled Entities

Table of Contents

Corporate Directory	1
Chair’s Report	2
Review of Operations	3
Directors’ Report	16
Remuneration Report	22
Corporate Governance Statement	27
Auditor’s Independence Declaration	35
Consolidated Statement of Comprehensive Income	36
Consolidated Statement of Financial Position	37
Consolidated Statement of Changes in Equity	38
Consolidated Statement of Cash Flows	39
Notes to the Financial Statements	40
Directors’ Declaration	71
Independent Audit Report to the Members	72
Additional Shareholder Information	74
Tenement Schedule	76

Terms used in this Annual Report

Board	Board of Directors of Golden Rim
Company	Golden Rim Resources Ltd
Golden Rim	Golden Rim Resources Ltd
Group	Golden Rim and the entities that it controls
Inferred Resource	Defined under JORC (Australasian Code for Reporting of Exploration
	Results, Mineral Resources and Ore	Reserves, 2004 edition,
	prepared by The Joint Ore Reserves Committee of The Australasian
	Institute of Mining and Metallurgy,	Australian	Institute	of
	Geoscientists and Minerals Council of Australia)
reporting period	1 July 2011 to 30 June 2012
Royal Falcon	Royal Falcon Mining LLC, an alliance company of which Golden Rim
	holds a 35% interest.
Royal Group	Royal Group of Companies based in Abu	Dhabi, UAE,	of which	PAL
	Technology Services LLC, a substantial shareholder of		Golden Rim,
	is a member

Golden Rim Resources Ltd and Controlled Entities

Corporate Directory

Directors Rick Crabb BJuris(Hons); LLB; MBA; FAICD Non Executive Chair Craig Mackay BApp. Sc-App.Geol; BSc(Hons); MSc; MAusIMM, MAICD Managing Director Gilbert Rodgers BBus; CA(Aust); FCPA; FAICD Executive Director (Finance) Glenister Lamont BEng-Min(Hon); MBA; FAICD; MAusIMM; FFIN Non Executive Director

	Managing Director Gilbert RodgersBBus; CA(Aust); FCPA; FAICD Executive Director (Finance) Glenister LamontBEng-Min(Hon); MBA; FAICD; MAusIMM; FFIN Non Executive Director
	Nadir AlhammadiBAppSc(Avionics); PGradDip (Engineering Business
	Management)Non Executive Director
Company Secretary	Hayley ButcherBFA; ACIS; ACSA; GAICD
Registered Office	Level 2, 10 Outram Street
and Business Address	West Perth WA 6005
	AUSTRALIA
	T: + 61 8 9481 5758
	F: + 61 8 9481 5759
	E: info@goldenrim.com.au
	W: goldenrim.com.au
Exploration Office	Level 1, 19 Prospect Street
	Box Hill VIC 3128
	AUSTRALIA
	T: + 61 3 9890 2311
Share Registry	Security Transfer Registrars Pty Ltd
	770 Canning Highway
	Applecross WA 6153
	AUSTRALIA
	T: + 61 8 9315 2333
	W: securitytransfer.com.au
Home Exchange	Australian Securities Exchange Limited
	Home Branch Perth
ASX Code	GMR
Auditors	Deloitte Touche Tohmatsu
	Level 14 Woodside Plaza
	240 St Georges Tce
	Perth WA 6000
	AUSTRALIA
Solicitors	Gilbert + Tobin
	1202 Hay Street
	West Perth WA 6005
	AUSTRALIA
Bankers	Westpac Banking Corporation
	7 & 9a Queen Street
	Fremantle WA 6160
	AUSTRALIA

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Golden Rim Resources Ltd and Controlled Entities

Chair’s Report

Dear Fellow Shareholders

It is with pleasure that I present this 2012 report.

The past 12 months have been particularly significant for Golden Rim. During the year, we received excellent exploration results, in particular, from the Balogo Project in Burkina Faso, where the Company has made a high grade gold discovery. The drilling results from Balogo are considered to be the best in Burkina Faso in recent times. Balogo is now considered the Company’s priority and an extensive drilling program in the second half of the 2012 calendar year is expected to deliver the Company’s first JORC resource in Burkina Faso.

Tempering these exciting results, however, are the uncertain economic times in Australia and, in particular, overseas which has affected business and investment confidence. Golden Rim has not been immune to the situation and, on this front, management has taken measures to economise and cut back on expenditure not deemed urgent, essential or which can be deferred to a later time.

We have also witnessed a fall in equity prices on the bourses, especially those of explorers regardless of whether or not they had a JORC resource or a good portfolio of projects. This has resulted in a downturn in the ability for junior explorers to raise funds. However, despite this gloomy backdrop, Golden Rim was able to raise sufficient funds from share placements and from shareholder support through a Share Purchase Plan to enable it to proceed with its planned deep drilling program at the Balogo Project in Burkina Faso. I thank all participants in these equity raisings and I also welcome the new shareholders onto the Company’s register.

We experienced some unexpected and frustrating delays with assay result turnaround this year, due mainly to the unprecedented amount of drilling undertaken by various companies during the season. After having discussions with the laboratory operators, we feel this situation is in the process of being resolved and should improve in the ensuing field season.

Golden Rim continues to divest permits which are considered non-core to its business model, but is also actively involved in seeking new projects which management considers have the potential to enhance the Company’s exploration portfolio.

Once again, I thank Craig Mackay and the Golden Rim management team as well as all the staff in Australia and Africa for keeping a steady hand during these difficult times. I look forward to the upcoming year, which I expect will be a landmark period in Golden Rim’s history. Finally, I thank you all for your continued support of Golden Rim.

Yours faithfully GOLDEN RIM RESOURCES LTD

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RICK CRABB Chairman

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Golden Rim Resources Ltd and Controlled Entities

Review of Operations

The past 12 months has been another period of fast paced and extensive exploration for Golden Rim in West Africa.

Major work programs, including more than 49,000m of drilling, were completed within the Company’s 4,100km[2] permit holdings in Burkina Faso and Mali.

This work has been very successful and the Company is excited about its near surface, high grade gold discovery at Netiana at the Balogo Project in Burkina Faso. Oxide intercepts from Netiana such as 57m at 40.6 g/t gold, including 8m at 244.8 g/t gold; and 31m at 65.5 g/t gold, including 6m at 308.1 g/t gold are arguably some of the best gold intersections obtained in West Africa in recent years.

The Netiana gold mineralisation has only been drilled to an average depth of 85m and the Company will shortly commence deeper diamond drilling to assess the depth potential of this mineralisation. If this drilling is successful, a maiden JORC resource estimate for Netiana is anticipated for December 2012.

With an average grade of 11 g/t gold, the directors of Golden Rim believe that the Netiana gold discovery has excellent potential to be developed and to become the Company’s first mining operation.

The Company’s other projects in Burkina Faso have also advanced during the year. Significant oxide gold mineralisation was located in drilling over 1.4km at the Yako Project and a number of new high priority target areas were identified in a high resolution aeromagnetic survey. The gold mineralisation at Yako is strategically located only 16km SE of the operating Kalsaka Mine.

At the Sebba Project, extensive gold-in-soil anomalies associated with major shear structures have been outlined following the collection of many thousands of samples over a two year period. These anomalies are now ready for drilling.

With the Company’s considerable success in Burkina Faso and the need to focus on the Balogo Project, Golden Rim has decided to divest its permits in Mali and this process will begin shortly.

Moving forward, Golden Rim will be focussed on Burkina Faso, where it is firmly established as one of the larger explorers in the country. Its pipeline of exciting gold projects in Burkina Faso will continue to provide Golden Rim with significant exposure to West Africa - currently the fastest growing gold producing region in the world.

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Figure 1. Location of Golden Rim’s gold projects in Burkina Faso.

Golden Rim Resources Ltd and Controlled Entities

Balogo Project, Burkina Faso

The Balogo Project covers 791km[2] and is located in southern Burkina Faso (Figure 1). It covers part of a highly prospective Lower Proterozic Birimian greenstone belt and is traversed for 25km by a significant NE trending fault splay which is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, such as Taparko/Bouroum (1.5Moz gold), Kiaka (4.3Moz gold), Bomboré (5.1Moz gold) and Essakan (6Moz gold).

RC Drilling

A second program of drilling ( Phase 2 ) commenced in June 2011 to follow-up encouraging results from the first drilling program. A total of 35 holes (BRC033 – BRC067) for 4,012m were completed before the suspension of drilling due to the start of the wet season.

Drilling was focussed in the SW part of the Balogo Hill Prospect and was centred on a major gold-in-soil anomaly, where the previous drilling program intersected gold and copper mineralisation (e.g. 24m @ 1.43 g/t gold, 0.88% copper in the end of hole BRC028).

The Phase 2 drilling discovered a series of high grade gold quartz vein lodes ( Netiana Lodes ) that run parallel to the Cobra Shear Zone in the SW. In the SW portion of the Cobra Shear Zone a siliceous magnetite-rich intrusion which hosts several zones of disseminated copper and gold mineralisation was outlined ( Porphyry Lodes ). Results from Phase 2 were received.

Best new RC intersections include:

14m at 2.56 g/t gold from 38m and 5m at 32.6 g/t gold,0.14% copper from 70m, including 1m at 138.8 g/t gold (Hole BRC042 - Netiana) 4m at 3.02 g/t gold from 10m (Hole BRC041 - Netiana)

A third program of drilling ( Phase 3 ) commenced in November 2011 to follow up anomalous gold and copper results from the second drilling program and to systematically test the Netiana Lodes, the Porphyry Lodes and the Cobra Shear mineralised systems. A total of 195 RC holes were drilled for 23,897m.

Best new RC intersections include:

57m at 23.3 g/t gold from 40m including 8m at 131.8 g/t gold. This intercept was reassayed by a gravimetric finish method and returned 57m at 40.6 g/t gold including 8m at 244.8 g/t gold (Hole BRC071 - Netiana Lodes)

10m at 7.5 g/t gold from 14m (Hole BRC073 - Netiana)

16m at 11.2 g/t gold from 78m, including 1m at 99.2 g/t gold (Hole BRC112 - Netiana)

8m at 15.3 g/t gold from 87m, including 1m at 67.3 g/t gold and 1m at 39.2 g/t gold (Hole BRC111 - Netiana)

18m at 1.0 g/t gold, 0.2% copper from 108m (Hole BRC 098 - Porphyry)

12m at 1.2 g/t gold, 0.5% copper from 97m (Hole BRC 101 - Porphyry)

31m at 27.8 g/t gold from 48m, including 5m at 122.5 g/t gold and 12m at 3.9 g/t gold from 84m. This intercept was re-assayed by a gravimetric finish method and returned 31m at 65.6 g/t gold from 48m, including 6m at 308.1 g/t gold (Hole BRC218 - Netiana)

22m at 13.6 g/t gold from 1m, including 2m at 91.5 g/t gold and 7m at 3.1 g/t gold from 112m (Hole BRC223 - Netiana)

15m at 17.7 g/t gold from 18m, including 1m at 163.9 g/t gold and 4m at 8.4 g/t gold from 72m (Hole BRC217 - Netiana)

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Golden Rim Resources Ltd and Controlled Entities

12m at 20.5 g/t gold from 73m including 3m at 77.8 g/t gold (Hole BRC219 - Netiana) 7m at 22.8 g/t gold from 120m including 2m at 72.3 g/t gold (Hole BRC220 - Netiana) 11m at 11.7 g/t gold from 81m including 1m at 74.1 g/t gold (Hole BRC112R - Netiana) 6m at 20.5 g/t gold from 54m, including 2m at 59.3 g/t gold (Hole BRC 224 - Netiana) 7m at 17.3 g/t gold from 77m, including 2m at 54.4 g/t gold (Hole BRC 221 - Netiana) 3m at 34.2 g/t gold from 0m (Hole BRC 237 - Porphyry)

Diamond Drilling

A program of diamond drilling was also completed. A total of 8 holes were drilled for 2,038.3m. Only selected assays from diamond holes BDH001R, BDH002, BDH006R and BDH007 have been received to date. The remainder of the drill core has been sampled and assays are pending.

Best new diamond intersections include:

20.8m at 4.7 g/t gold from 50.2m including 3.3m at 20.2 g/t gold (BDH001R - Netiana)

3.9m at 37.9 g/t gold from 161.1m (Hole BDH002 - Netiana)

5.3m at 11.8 g/t gold from 193.6m (Hole BDH002 - Netiana)

11m at 9.8 g/t gold from 96m including 2m at 29.6 g/t gold (Hole BDH006R - Netiana)

Netiana Lodes

The infill RC and diamond drilling have confirmed the continuity of multiple high grade gold zones which compromise the central portion of the Netiana Lodes (Figure 2). The drilling to date has only tested the Netiana Lodes over 400m of strike length to an average depth of approximately 85m. The mineralisation is still open at depth (Figure 3).

The Company plans to re-commence diamond drilling in late September 2012, to test the depth extent of the Netiana Lodes to around 200m below surface. Based on these results, a maiden JORC Resource estimate is anticipated for late December 2012.

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Golden Rim Resources Ltd and Controlled Entities

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Figure 2. Plan depicting the location of the gold lodes and drill intercepts at Netiana.

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Figure 3. Drill section 10,025N at Netiana.

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Golden Rim Resources Ltd and Controlled Entities

Yako Project, Burkina Faso

The Yako Project covers an area of 317km[2] and comprises two permits, Zanna and Tanlili, after the divestment of the Gonsin Permit and the acquisition of the Tanlili Permit.

The Yako Project area is located 100km NW of Ouagadougou, the capital city of Burkina Faso (Figure 1). The project area lies between Riverstone Resources’ Karma Project (2.7 Moz gold) and Cluff Mining’s Sega Project (0.6 Moz gold). Cluff Mining’s operating Kalsaka gold Mine lies 16km SE (Figure 4).

RC Drilling

Two programs of RC drilling were carried out during the year. The first program was carried out in the September quarter and consisted of 29 holes for a total of 2,505m. This drilling was designed to test two areas of extensive artisanal workings – the Pelle North Prospect and the Nongfaire West Prospect.

The best intercepts were obtained at the Pelle North Prospect and are listed in the table below.

Best intercepts from this RC drilling include:

14m at 0.88 g/t gold from 13m, 19m at 4.08 g/t gold (including 1m @ 38.1 g/t gold ) from 42m and 10m at 0.42 g/t gold from 92m in ZPRC003 – Pelle North 8m at 1.05 g/t gold from 50m in ZPRC002 – Pelle North

At Pelle North, Golden Rim has mapped an extensive zone of gold-bearing quartz veins over a strike length of 700m and width ranging from 25m – 40m. This zone of mineralisation has been subject to extensive artisanal mining with hundreds of pits and shafts. The mineralisation is open along strike. To the SW, the mineralisation extends under shallow lateritic cover.

The gold mineralisation at Pelle North occurs in highly weathered metasediments which are locally weakly silicified and may host quartz stockwork veins. The mineralisation appears to be sub-vertical and up to three parallel zones have been intercepted on some drill sections. The drilling tested approximately 670m of strike of the mineralised system which remains open at depth and to the NE and SW.

The higher grade, wider and multiple gold intercepts are located beneath a large artisanal pit, measuring 200m x 25m, located in the northern portion of the prospect area.

A second program of RC drilling was completed at the Zanna Permit during the March quarter. A total of 53 holes for a total of 5,449m were drilled. The drilling was conducted around three major artisanal mining sites: Pelle North; Pelle South; and Yake.

At Pelle North further significant intercepts were obtained beneath the artisanal workings.

Pelle South lies 1km due south of Pelle North. The maiden drilling at the Pelle South intersected two parallel, NNE-trending zones of gold mineralisation over 500m strike. The zones remain open along strike and at depth and consist of a series of thin gold mineralised sulphidic quartz veins and stringers hosted in a foliated meta-sedimentary sequence.

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Golden Rim Resources Ltd and Controlled Entities

Best new RC intersections include:

15m at 5.0 g/t gold from 48m including 3m at 20.3 g/t gold in TRC004 (Pelle South Prospect)

12m at 5.7 g/t gold from 9m in TRC016 (Pelle South Prospect)

9m at 4.3 g/t gold from 105m in ZPRC024 (Pelle North Prospect)

7m at 5.1 g/t gold from 104m in ZPRC022 (Pelle North Prospect)

Airborne Geophysics

The entire Yako Project area was covered by a high resolution airborne magnetic / radiometrics survey flown by Aeroquest. A total of 3,133 line km was flown over these two permits.

A number of major structures were identified and follow-up ground work will commence in late 2012.

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Figure 4. Image of Golden Rim’s high resolution aeromagnetics for Yako with artisanal mining sites and gold occurrences.

Sebba Project, Burkina Faso

The Sebba Project is located in the NE of Burkina Faso and is comprised of 9 granted exploration permits covering an area of approximately 1,787km[2] (Figure 1).

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Golden Rim Resources Ltd and Controlled Entities

The permits are located on several greenstone belts which are traversed by major deepseated shear zones and are considered highly prospective for the discovery of significant gold mineralisation.

Geochemical Sampling

A major geochemical sampling program was completed on the Sebba Project during the period. Sampling was conducted over 8 of the 9 permits and comprised a total of 15,574 soil samples, 367 rock samples and 3,076 auger samples.

Some assays are pending, though the results received to date have identified three major gold-in-soil anomalies that require follow-up work (Figure 5).

Sefa Eddi South Prospect

The geochemical sampling has identified a new major gold in soil anomaly at Sefa Eddi South associated with a major shear structure. This anomaly is approximately 6km long and has a width of approximately 600m. Values up to 107ppb gold were returned from the survey.

Geologically, the geochemical anomaly lies within a series of metamorphosed volcanic (mafic) units that occur along the shear zone.

Tyena Prospect

Further geochemical sampling over the Tyena area has significantly increased the size of the gold-in-soil anomaly to approximately 6km by 3km. Values up to 137ppb gold were returned from this survey area.

Previously, 46 air core (AC) holes were drilled at the Tyena prospect in the NW portion of the Gandi Permit, of which 13 holes intersected significant gold mineralisation. The best intercept is 8m at 2.43 g/t gold from 12m. The gold mineralisation at Tyena is generally associated with a series of NE-trending sheeted quartz-tourmaline veins hosted in limonite, chlorite, kaolinite and sulphide (pyrite) bearing quartz diorite.

Komondi Prospect

Further geochemical sampling at Komondi has increased the size of the gold in soil anomaly to a length of approximately 10km and measures up to 3.5km wide. Values up to 14.5 g/t gold have been obtained in soil sampling. Several anomalous rock chip samples up to a value of 5.6 g/t gold were returned from this area. These samples were taken from hematised quartz veins, within artisanal workings.

The Komondi anomaly is located on the same shear structure that hosts the extensive Solna and Tambiri artisanal gold workings, located 5km and 7.8km NE respectively, directly along strike at Predictive Discovery Limited’s (ASX: PDI, Predictive ) adjacent Bangaba Project. Solna is the largest artisanal mining community in the region with over 4,000 inhabitants. The area has been worked extensively for over 20 years. Recent RC drill results released by Predictive for the Solna area include 7m @ 12.8 g/t gold and 2m @ 55.8 g/t gold.

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Golden Rim Resources Ltd and Controlled Entities

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Figure 5. Location of the major gold-in-soil anomalies at the Sebba Project.

Diapaga Project, Burkina Faso

During the period, Golden Rim signed agreements to acquire 4 adjacent permits in SE Burkina Faso: Antyaga; Bagari; Gounda; and Kountiagou. These 4 permits comprise the Diapaga Project.

Diapaga covers an area of 960km² and is located approximately 350km from Ouagadougou (Figure 1). It lies on the NE-trending Diapaga Birimian greenstone belt and is bisected by a series of major and complex shear structures running into Niger and connected to the major Markoye Fault system. The Markoye Fault system hosts a number of important gold deposits in Burkina Faso, including Taparko (1.7Moz), Kiaka (2.7Moz), Essakane (5.3Moz) and Bomboré (5.1Moz).

Several cross cutting structures intersect the NE shear structures in the project area. These intersection areas are considered priority target areas for locating significant gold mineralisation. The main lithological units at the Diapaga Project include typical Birimian volcano-sediments intruded by a series of mafic and felsic intrusions. New artisanal gold diggings commenced in the area several months ago.

Due to its remoteness, the Diapaga Birimian greenstone belt is one of the most under explored greenstone sequences in Burkina Faso and has received no significant modern exploration.

Golden Rim believes the Diapaga Project is highly prospective for disseminated intrusionhosted gold deposits, similar to the Company’s existing Balogo Project, and shear-hosted gold deposits.

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Golden Rim Resources Ltd and Controlled Entities

Airborne Geophysics

The entire Diapaga Project area was covered by a high resolution airborne magnetic / radiometrics survey flown by Aeroquest. A total of 5,484 line km was flown over these two permits.

The magnetic data has highlighted a number of very significant structural features at Diapaga including a major ENE-trending shear system that bisects the project area. This shear has a strike extent of 37km and is around 11km wide. Follow-up ground checking of the area is currently underway.

Sepola Project, Mali

The Sepola Project covers approximately 300km[2] and lies approximately 40km SE from the Sadiola and Yatela gold mines (containing more than 15Moz gold) and approximately 40km NW of the Loulo gold deposit (containing more than 11Moz gold) in western Mali.

RC Drilling

A RC drilling program comprising 29 holes (4,035m) was completed at the Linnguekoto Prospect to test the significant zones of stock work gold mineralisation discovered in trenching.

Drilling in the vicinity of the stockwork gold mineralisation in Trench 2 (16m at 3.2 g/t gold) failed to intersect significant gold mineralisation. This suggests the mineralisation in this area is more restricted than initially thought.

Approximately 200m SW of Trench 2, a significant intersection of 12m at 3.4 g/t gold from 10m including 1m at 28.8 g/t gold in hole Linn011 was obtained. This intersection lies beneath a lateritic plateau and remains open in all directions.

New artisanal mining sites

Mapping and rock chip sampling was completed at Sepola over two new artisanal mining sites.

New artisanal mining activity at the Mogoyafara South Prospect commenced in late March 2012 and is located in the eastern portion of the prospect area in the vicinity of trench T17. Previous channel rock chip intercepts from T17 include: 12m at 3.5 g/t gold, 26m at 0.7 g/t gold; 29m at 2.3 g/t gold; and 13m at 1.3 g/t gold. The artisanal miners are exploiting goldbearing, NW-SE-trending, limonitic quartz veins that were originally exposed in the trenching.

New grab samples from the new artisanal workings returned high grades, including 57 g/t gold, 56 g/t gold, 55.6 g/t gold, 45 g/t gold and 22.1 g/t gold .

The second new artisanal mining area, the Bahe Workings, is located 2.9km SW of the Mogoyafara South Prospect. Samples of limonitic quartz with malachite (copper oxide) staining returned gold grades of 22.1 g/t gold, 11.1 g/t gold, 9.4 g/t gold and 3.5 g/t gold .

The Bahe Workings lie on the southern end of a prominent NW-SE-trending magnetic-high anomaly which extends for a strike length of at least 2.4km. The Bahe magnetic anomaly is of a similar magnitude and lies parallel to the NW-SE-trending magnetic anomalies associated with the eastern and western zones that comprise the gold resource at Mogoyafara South.

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Golden Rim Resources Ltd and Controlled Entities

Previous regional soil sampling returned a spot gold anomaly of 133ppb on a sample line located approximately 100m north of the artisanal mining site. No previous drilling has been conducted in the Bahe area.

Faraba Project, Mali

The Faraba Project is comprised of two granted exploration permits, Faraba and Niaouleni West, covering 83.4km[2] of highly prospective Lower Proterozoic Birimian volcanosedimentary rocks in southern Mali. These types of rocks are known to host major gold deposits throughout West Africa.

Soil Sampling

Soil sampling was completed on the western part of the Faraba Permit. A total of 430 samples were collected. Gold-in-soil values up to 5.72 g/t gold were obtained.

The soil sampling outlined a number of coherent, low-level gold anomalies across the surveyed area.

Air Core Drilling

A program of air core drilling was carried out across the Faraba Permit. A total of 150 holes were drilled for 7,395m.

Assay results for the entire program have been received and were generally disappointing. Best intersections included 1m at 5.5 g/t gold from 5m (FAR144), 1m at 2.76 g/t gold from 46m (FAR034) and 1m at 2.22 g/t gold from 29m (FAR006).

No additional work is planned for the Faraba Permit.

Bergslagen Joint Venture, Sweden

The Falun Project comprises 6 permits covering 101km[2] in and around the historic mining centre of Falun, located 200km NW of Stockholm. The Falun Project forms part of the Bergslagen Joint Venture ( BJV ) between Royal Falcon Mining LLC (Golden Rim’s 35% owned Abu Dhabi alliance company) and Drake Resources Ltd.

Falun was first mined around 700AD and was the largest copper producing mine in Europe during the 17th and 18th centuries. The mine was closed in 1992 after operating for more than 1,400 years. Records show that more than 35m tonnes of high-grade ore were mined containing on average 1-3% copper, 2-6% zinc and 1-7 g/t gold. Falun is regarded as one of the world’s great, massive sulphide mineralising systems.

Resource Estimates and Exploration Targets

Dr Chris Gee, an independent mining consultant, completed resource block modelling and prepared a maiden resource estimate for Falun using the 39 diamond drill holes (6,027m) completed by the BJV, along with approximately 323 historical drill holes (22,835m).

The estimation of tonnages and grades was split into 3 areas:

• the upper Eastern Zone (0m to -150m RL) where an Inferred Resource was determined;

• the lower Eastern Zone (-150m to -280m RL); and

• the Western Zone (0m to -220m RL) where exploration targets were delineated.

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Golden Rim Resources Ltd and Controlled Entities

The upper portion of the Eastern Zone at a cut-off grade of 0.7 g/t gold has an Inferred Resource of 580,000 tonnes at 2.4 g/t gold and 0.6% copper for 44,000oz of gold and 3,500t copper . In addition, these blocks contain 63,000oz silver at an average grade of 3.4 g/t silver, 270,000lbs of bismuth at an average grade of 210 g/t bismuth and 54,000lbs of selenium at an average grade of 40 g/t selenium. This Inferred Resource is reported according to the guidelines set out in the JORC Code (2004).

In addition to the Inferred Resource, two other areas, the lower Eastern Zone and the Western Zone, were also examined for their potential to produce further resources. Due to the paucity of recent drilling and the lack of QA/QC information associated with the historical drilling only exploration targets could be defined for these areas, being:

• between 500,000 and 800,000 tonnes of copper ore with a grade of between 0.4 and 0.6% copper and between 0.2 and 0.3 g/t gold* at a cut-off grade of 0.3% copper for the lower Eastern Zone;

• between 1.4 million and 2 million tonnes of copper ore with a grade of between 0.5 and 0.8% copper* at a cut-off grade of 0.3% copper for the Western Zone.

It is expected that most of the exploration target areas will be upgraded to resource status with additional drilling. No gold grade ranges could be quoted for the exploration target area in the Western Zone due to the lack of gold assays in the historical drill holes.

The exploration target areas in the Eastern and Western Zones remain open at depth (below -280m and -220m RL respectively) and there is scope to expand them considerably with deeper drilling.

In the Eastern Zone the re-sampling of historical drill core by the BJV at -335m RL returned intercepts up to 6.5m at 7.3 g/t gold, 0.1% copper and 0.32% bismuth; and 10.3m at 3.3 g/t gold, 0.3% copper and 0.14% bismuth. At -350m RL a trial gold mining campaign was conducted in the late 1980’s, just before the mine closure, in ore that is reported to have averaged 8 g/t gold.

*The exploration targets have been identified from historical drilling data, old mine records and limited recent drilling and is reported under the guidelines of Clause 18 of the JORC Code (2004). It should be noted that this exploration target is conceptual in nature and should not be taken or construed as a Mineral Resource or Ore Reserve. There has been insufficient exploration to define a Mineral Resource and it is uncertain if further exploration will result in the determination of a Mineral Resource

Drilling in the Western Zone

Three diamond drill holes (11DDFN035 – 11DDFN037) for a total of 580m were drilled into two disseminated copper-gold zones outlined by historic drilling within the Western Zone. A previous drilling programme in 2010 was unable to intersect these zones due to broken ground and cavities. This recent programme has proved successful in reaching both target areas.

Holes 11DDFN035 and 11DDFN036 were targeting an area at -145m RL which showed significant copper intersections in historic drill holes.

Hole 11DDFN035 intersected 15.7m at 1.1% copper and 0.65 g/t gold (94.5m to 110.2m), including 0.65m at 7.3% copper and 4.4 g/t gold . The drill hole was abandoned at 110.2m in mineralisation after drill rods became bogged.

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Golden Rim Resources Ltd and Controlled Entities

Hole 11DDFN036 was drilled parallel to 11DDFN035 and intersected 44m at 0.71% copper and 0.40 g/t gold ( 117.7m to 161.7m) and 13m at 0.42% copper and 0.19 g/t gold (182.7m to 195.7m).

The target for hole 11DDFN037 was copper mineralisation identified in historic drilling at - 195m RL. This hole had disseminated copper sulphide mineralisation throughout much of its length, including local higher grade massive copper sulphide intersections.

Best intersections in hole 11DDFN037 include*:

26.4m at 0.8% copper and 1.5 g/t gold (109.5m to 135.9m), including 3.3m at 3.1% copper and 10 g/t gold

39.4m at 0.55% copper and 0.52 g/t gold (139.9m to 179.3m)

15.7m at 1.2% copper and 0.33 g/t gold (211.1m to 226.8m), including 1.5m at 7.3% copper and 1.9 g/t gold

*Due to the difficulty in drilling these targets from surface that the intersections do not represent true widths.

Again, the hole ended in mineralisation. Bulking out the assays for the entire mineralised portion of hole 11DDFN037 without internal dilution and cut-off grade constraints provides an intercept of 175.5m at 0.42% copper and 0.42 g/t gold (59.3m to 234.8m).

The long copper-gold intercepts in holes 11DDFN035 – 11DDFN037 demonstrate the continuity of mineralisation in the Western Zone. They confirm that significant gold mineralisation exists with the copper mineralisation in the Western Zone within the 1.4 million – 2 million tonne exploration target area and support the copper intercepts in the historical drill holes.

Previously the BJV partners had reported the discovery of an un-mined lens of copperbearing massive sulphide mineralisation in the Western Zone, which included an intersection of 17.2m at 2.3 g/t gold, 1.9% copper, 3.8% zinc, 0.8% lead, and 56 g/t silver at the bottom of hole 10DDFN020. No further drilling of this mineralisation was conducted in the recent program.

Divestment

Towards the end of the year, Royal Falcon decided to divest its interest in the BJV in Sweden. This will allow Golden Rim to further focus on its projects in West Africa.

Corporate Update

As part of Golden Rim’s strategy to continually acquire prospective permit holdings and to strategically divest others, during the year Golden Rim divested 5 of its permits in Burkina Faso (Galgouli South, Gonsin, Keri, Moaga, and Tagou) to Riedel Resources Ltd (Riedel), an ASX listed company. Under the terms of the agreement, Golden Rim received a total consideration of USD$900,000 (US$25,000 cash option fee plus US$875,000 cash payment) and 12,500,000 fully paid ordinary shares in Riedel. The shares are escrowed for 12 months. Golden Rim is now a substantial shareholder of Riedel, holding 15.64% of the Company.

In February 2012, Golden Rim made the following share placements:

• Approximately 45.9 million new fully paid shares to institutional and sophisticated investors at $0.15 per share raising approximately A$6.9m (before issue costs); and

• 8 million new fully paid shares to substantial shareholder, PAL Technology Services LLC, at $0.15 per share raising A$1.2 million.

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Golden Rim Resources Ltd and Controlled Entities

The purpose of the placements was to provide funds for the Company’s drilling and other exploration expenditure, and for working capital purposes.

During the year, a coup occurred in Mali. The coup had minimal impact on Golden Rim’s exploration activities. The Company’s office in Bamako was closed for a week for precautionary purposes. A temporary civilian led government has now been installed and Golden Rim, as a matter of practice, is continually updated of the situation by its global security consultants.

Throughout the year Golden Rim participated in various conferences, the major ones being Africa Downunder (Perth); Indaba (Cape Town, South Africa); PDAC (Toronto, Canada); and Mines & Money (London and Hong Kong).The Managing Director, Craig Mackay also gave presentations at Africa Down Under and at both of the Mines & Money conferences. As part of Golden Rim’s strategy to increase the profile of the Company, it also actively sought opportunities to present to various institutions.

The information in this report that relates to exploration results and mineral resources is based on information compiled by Mr Craig Mackay who is a member of The Australasian Institute of Mining and Metallurgy. Mr Mackay is an employee of Golden Rim Resources Ltd. Mr Mackay has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Mackay consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Dr Chris Gee takes responsibility for estimation of gold, copper and associated metals in the Falun Resource. Dr Gee is an independent consultant and has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the estimation of Mineral Resources, to qualify as a Competent Person as defined in the 2004 Edition of the “Australasian Code of Reporting of Exploration Results, Mineral Resources and Ore Reserves”. Dr Gee consents to the inclusion in the report of the matters based on his information in the form and context in which it appears.

Directors’ Report

The directors present their report on the consolidated entity consisting of Golden Rim and the entities it controlled at the end of or during the year ended 30 June 2012.

Directors

The following persons were directors of Golden Rim during the whole of the financial year and up to the date of this Directors’ Report:

Rick Crabb Craig Mackay Gilbert Rodgers Glenister Lamont Nadir Alhammadi.

Principal Activities

The principal activities of the consolidated entity during the course of the financial year were mineral exploration and investment. There were no significant changes in the nature of those activities during the financial year.

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Golden Rim Resources Ltd and Controlled Entities

Operating Results

During the financial year the consolidated entity incurred an operating loss after tax of $10,359,898 (2011: $11,612,007), which includes mineral exploration expenditure write off of $9,621,033 (2011: $6,249,164).

Dividends

No dividends have been paid or declared since the end of the previous financial year and no dividend is recommended in respect of this financial year.

Subsequent Events

There has not been any matter or circumstance occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect, the operations of the consolidated entity, or the state of affairs of the consolidated entity in future financial years except as set out below.

The Company conducted a capital raising consisting of a placement and a Share Purchase Plan.

The placement was for 25.4 million fully paid ordinary shares in the Company at an issue price of 10 cents per share to raise $2.54 million ( Placemen t). The Placement was completed under the Company’s 15% placement capacity under ASX Listing Rule 7.1. The shares under the Placement were allotted on 2 August 2012.

The Share Purchase Plan ( Plan ) offered to eligible shareholders parcels of $2,500 (25,000 shares); $7,500 (75,000 shares); or $15,000 (150,000 shares) worth of shares. The Plan was to raise up to a maximum of $2 million. As a general principle, the shares were allocated on a first come first served basis. The shares under the Plan were allotted on 30 August 2012.

Funds raised by the Placement and the Plan are for the Company’s next phase of exploration. This work will focus on deeper diamond drilling on the high grade Netiana Lodes at Balogo, metallurgical testwork, and the completion of a maiden JORC resource estimate. The funds will also allow work to progress the Company’s second gold project at Yako.

On 13 September 2012, the Company received cash calls with respect to Bergslagen Joint Venture expenditure. The Company subsequently paid these cash calls totalling US$258,372.

Likely Developments

Details of important developments occurring in this current financial year have been covered in this Directors' Report. The consolidated entity will continue to seek advanced or near production projects. As the outcome of exploration and subsequent development is uncertain, it is impossible to determine the effect on the results of the consolidated entity’s operations.

Further information on likely developments in the operations of the consolidated entity and the expected results of operations have not been included in this Annual Report, as the directors believe it is likely to result in unreasonable prejudice to the consolidated entity.

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Golden Rim Resources Ltd and Controlled Entities

Review of Operations

The Review of Operations has been disclosed separately in this Annual Report.

Significant Changes in the State of Affairs

In the opinion of the directors, there were no significant changes in the state of affairs of the consolidated entity that occurred during the financial year except as stated elsewhere in this Annual Report.

Corporate Information

Golden Rim is a public listed company incorporated and domiciled in Australia. Golden Rim has prepared a consolidated financial report incorporating the entities that it controlled during the financial year. Set out below is Golden Rim’s relationship to its controlled entities.

Associated GoldMines of VictoriaPtyLtd	100% owned controlled entity
Rimfire Resources Ltd	100% owned controlled entity
Golden RimSAR ExplorationSARL	90% owned controlled entity
Golden Rim Mali SA	100% owned controlled entity
Golden Rim Resources Burkina SARL	100% owned controlled entity
TalphaBurkina SARL	100% owned controlled entity

Additionally, Golden Rim has a 35% interest in an alliance company, Royal Falcon (for the purposes of this Annual Report, Royal Falcon is treated as a joint venture company). The Group’s share of the assets and liabilities has been incorporated in the consolidated financial report.

Information on Directors

Details of the directors of the Company in office at the date of this Directors’ Report are:

Rick Crabb BJuris(Hons); LLB; MBA; FAICD Non Executive Chair

Experience and Expertise

Rick Crabb holds degrees of Bachelor of Jurisprudence (Honours), Bachelor of Laws and Master of Business Administration from the University of Western Australia. He practiced as a solicitor from 1980 to 2004 specialising in mining, corporate and commercial law. He has advised on all legal aspects including financing, marketing, government agreements and construction contracts for many resource development projects in Australia and Africa. Mr Crabb now focuses on his public company directorships and investments. He has been involved as a director and strategic shareholder in a number of successful public companies. Mr Crabb is a Councillor on the Western Australian Division of the Australian Institute of Company Directors. Mr Crabb has been a director of Golden Rim since 22 August 2001.

Other Directorships

During the financial year, Mr Crabb was a director of the following other public listed companies:

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Golden Rim Resources Ltd and Controlled Entities

Paladin Resources Ltd (appointed 8 February 1994) Ashburton Minerals Limited (appointed 1 September 1999) Otto Energy Limited (appointed 19 November 2004)

In the previous 3 years, Mr Crabb held the following former directorships in public listed companies:

Port Bouvard Limited (2 December 1996 to 23 April 2009) Royal Resources Limited (23 February 2004 to 11 August 2009)

Special Responsibilities

Mr Crabb is the non executive chair of the Board and a member of the Company’s Audit Committee. He also chairs the Company’s Remuneration Committee.

Interests in Shares and Options

Mr Crabb and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:

Fully paid ordinary shares	20,785,208
ClassHOptions expiring21 November 2015 exercisable at $0.29	3,000,000

Craig Mackay BApp.Sc-App.Geol; BSc(Hons); MSc; MAusIMM; MAICD Managing Director

Experience and Expertise

Craig Mackay is a geologist with 25 years experience and holds a Bachelor of Applied Science – Applied Geology, Bachelor of Science (Honours) and Master of Science degrees. He is also a Member of the Australian Institute of Mining and Metallurgy and the Australian Institute of Company Directors. Mr Mackay has held positions with a number of major resource companies, including Shell, Acacia Resources Ltd and AngloGold Ashanti Ltd. Mr Mackay has been a director of Golden Rim since 8 October 2004 and Managing Director since 19 February 2007.

Other Directorships

Mr Mackay does not hold any other directorships in public listed companies and he has not held any such directorships during the last 3 years.

Special Responsibilities

Mr Mackay is the Managing Director of Golden Rim.

Interests in Shares and Options

Mr Mackay and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:

Fully paid ordinary shares	4,496,047
Class F options expiring 22 November 2014 exercisable at $0.27	3,500,000
Class H Options expiring 21 November 2015 exercisable at $0.29	5,000,000

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Golden Rim Resources Ltd and Controlled Entities

Gilbert Rodgers BBus; CA(Aust); FCPA; FAICD Executive Director (Finance)

Experience and Expertise

Gilbert Rodgers is a Chartered Accountant. He holds the degree of Bachelor of Business and is Fellow of the Australian Institute of Company Directors. He has served as a director of Australian Securities Exchange listed resource companies including Pilbara Mines NL, Africwest Gold NL and Chester Mining Limited. Mr Rodgers has been involved in the mining industry for more than 29 years. Mr Rodgers has been a director of Golden Rim since 22 August 2001.

Other Directorships

Mr Rodgers does not hold any other directorships in public listed companies and he has not held any such directorships during the last 3 years.

Special Responsibilities

Mr Rodgers is responsible for financial management of all Group companies, including budgeting, preparation of statutory reports and tax management. He also supports the Managing Director on strategic planning and investor relations.

Interests in Shares and Options

Mr Rodgers and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:

Fully paid ordinary shares	3,093,222
Class F Option expiring 22 November 2014 exercisable at $0.27	3,500,000
Class H Options expiring21 November2015 exercisable at $0.29	4,000,000

Glenister Lamont BEng–Min(Hon), MBA; FAICD; MAusIMM; FFIN Non Executive Director

Experience and Expertise

Glenister Lamont has an Honours degree in Mining Engineering and a Masters of Business Administration from IMD, Switzerland. Mr Lamont is a Fellow of the Financial Services Institute of Australasia, a Fellow of the Australian Institute of Company Directors and a Member of the Australian Institute of Mining and Metallurgy. He has worked as an engineer and manager in gold, base metal and coal mines. Previously as General Manager for Ashton Mining Ltd, he led strategic planning and commercial implementation of business development. Before that, as an Executive Director at UBS, he undertook financial, technical and strategic evaluation of companies and participated in many corporate transactions. Mr Lamont is a professional non executive director and consultant on investor relations. Mr Lamont has been a director of Golden Rim since 17 July 2007.

Other Directorships

Mr Lamont also holds a directorship on another public listed company, Strategic Energy Resources Ltd (appointed December 2008). In the previous 3 years, Mr Lamont has not held any other directorships in public listed companies.

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Golden Rim Resources Ltd and Controlled Entities

Special Responsibilities

Mr Lamont is a member of the Company’s Remuneration Committee. He is also a member of and chairs the Company’s Audit Committee.

Interests in Shares and Options

Mr Lamont and his associates hold directly and indirectly the following securities in the capital of the Company at the date of this Directors’ Report:

Fully paid ordinary shares	349,519
ClassHOptions expiring21 November 2015 exercisable at $0.29	1,500,000

Nadir Alhammadi BAppSc(Avionics); PGradDip (Engineering Business Management) Non Executive Director

Experience and Expertise

Nadir Alhammadi is a director of PAL Technology Services LLC, a member of the Royal Group, which holds almost 12% of Golden Rim’s issued shares.

Mr Alhammadi is a United Arab Emirates Citizen. He graduated from Embry Riddle Aeronautical University in Florida, USA in 1990 and holds a Bachelor of Science Degree in Aviation Electronics (Avionics). Mr Alhammadi was awarded a Post Graduate in Engineering Business Management from Warwick University, London in 2002 and participated in The Advanced Management Programme held at INSEAD in Fontainebleau, France in March 2007. In 2007, Mr Alhammadi was appointed Deputy Chief Executive Officer of Presidential Flight. Prior to this, Mr Alhammadi participated in establishing the Company GAMAERO (a joint venture between Gamco & Aerospatiale), formed to support the A320 and A340 fleet. Mr Alhammadi served as Executive Director at GAMAERO. Mr Alhammadi has been a director of Golden Rim since 7 December 2009.

Other Directorships

Mr Alhammadi holds a directorship in Abu Dhabi Aviation Co, a public company listed on the Abu Dhabi Securities Exchange (appointed 10 April 2008).

In the previous 3 years, Mr Alhammadi has not held any other directorships in public listed companies.

Interests in Shares and Options

Mr Alhammadi directly holds the following securities in the capital of the Company at the date of this Directors’ Report:

Fully paid ordinary shares	Nil
ClassHOptions expiring21 November 2015 exercisable at $0.29	1,500,000

It is noted that in relation to special responsibilities of the directors, due to the relative small size of the Company, all directors are generally involved in the decision making process of material matters affecting the Company.

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Golden Rim Resources Ltd and Controlled Entities

Company Secretary

Hayley Butcher is a governance professional and Chartered Secretary, holding a Graduate Diploma in Applied Corporate Governance. She is responsible for the compliance of the Company including Corporations Law, ASX Listing Rules and other statutory requirements. She is also responsible for the corporate governance of the Company. Ms Butcher is a graduate of the Australian Institute of Company Directors and is currently undertaking a Master of Science in Leadership.

Meetings of Directors

The following table sets out the number of meetings held during the year ended 30 June 2012 by directors and Board committees, and the attendances.

	Board Meetings	Audit Committee	Remuneration	Nomination
		Meetings	Committee	Meetings
			Meetings
		Number eligible to attend / attended
R Crabb	7/7	3/3	1/1	1/1
C Mackay	6/7	-	-	1/1
G Rodgers	7/7	-	-	1/1
G Lamont	6/7	3/3	1/1	1/1
N Alhammadi	7/7	-	-	1/1

Remuneration Report (Audited)

This Remuneration Report details the nature and amount of remuneration for each of the director’s and other senior management personnel of the Company.

Names and Positions of Key Management Personnel

Names and positions of key management personnel of the economic and parent entity in office at any time during the financial year are as follows:

Key Management Personnel	Position
R Crabb	Chair, Non Executive Director
C Mackay	Managing Director
G Rodgers	Executive Director (Finance)
G Lamont	Director, Non Executive
N Alhammadi	Director, Non Executive
P Olubas	Exploration Manager
H Butcher	Company Secretary

Compensation Practices

Non executive directors’ fees include superannuation. The aggregate fees are fixed and approved by shareholders.

The Company does not have a bonus or incentive option scheme for the directors. The Company has an Employee Share/Option Scheme, in which the directors may participate. To date, any options granted by the Board to executives, do not have associated specific performance hurdles.

The Board also has a Remuneration Committee, details of which are contained in the Corporate Governance Statement.

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Golden Rim Resources Ltd and Controlled Entities

Remuneration Policy

Emoluments of Directors and senior executives are set by reference to payments made by other companies of similar size and industry, and by reference to the skills and experience of the Directors and senior executives. Details of the nature and amount of emoluments of each Director of the Company are disclosed annually in the Company's annual report.

Directors and senior executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

The Company's policy is to remunerate non-executive Directors at a fixed fee for time, commitment and responsibilities. Remuneration for non-executive Directors is not linked to the Company's or the individual's performance. From time to time the Company may grant options to non-executive Directors. The grant of options is designed to recognise and reward efforts as well as to provide non-executive Directors with additional incentive to continue those efforts for the benefit of the Company.

The maximum aggregate amount of fees (including superannuation payments) that can be paid to non-executive Directors is subject to approval by shareholders at general meeting.

The Company's remuneration policy for executive directors and senior executives is designed to promote superior performance and long term commitment to the Company.

Executives receive a base remuneration, which is market related. Overall, the remuneration policy is subject to the discretion of the Board and can be altered to reflect the competitive market and business conditions, where it is in the best interests of the Company and shareholders, to do so.

The Board's reward policy is designed to retain appropriately qualified executive talent for the benefit of the Company. The main principles of the policy are:

• reward reflects the competitive market in which the Company operates;

• individual reward should be linked to performance criteria; and

• executives should be rewarded for both financial and non-financial performance.

Directors and senior executives remuneration is reviewed by the board of directors, having regarding to various goals set. This remuneration and other terms of employment are commensurate with those offered within the exploration and mining industry.

Long term performance incentives may include options granted at the discretion of the Board and subject to the successful completion of performance hurdles.

Executives are prohibited from entering into transactions or arrangements which limit the economic risk of participating in unvested entitlements.

Key Management Personnel Compensation

The remuneration of the non executive directors is as follows:

• R Crabb, Chair, Non Executive Director, $75,000 pa including superannuation;

• G Lamont, Non Executive Director, $55,000 pa including superannuation; and

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Golden Rim Resources Ltd and Controlled Entities

• N Alhammadi, Non Executive Director, $50,000 pa

Details of the remuneration of each director and key management personnel of Golden Rim, including their personally related entities are set out below.

Table 1: Remuneration for financial year ended 30 June 2012

Name	Short Term	Short Term	Post Employment	Post Employment	Share Based	% of remuneration as options	Total $
	Salary & fees $	Non Monetary benefits $	Super- annuation $	Retirement Benefits $	Shares & Options $
RCrabb	60,000	-	15,000	-	-	-	75,000
CMackay	245,000	-	25,000	-	-	-	270,000
GRodgers	200,000	-	24,000	-	-	-	224,000
GLamont	50,459	-	4,541	-	-	-	55,000
N Alhammadi	50,000	-	-	-	-	-	50,000
POlubas	214,225	-	15,775	-	37,750	14,1	267,750
H Butcher	123,495	11,560	11,115	-	37,750	20.5	183,920
Total	**943,179 **	11,560	**95,431 **	-	75,500	6.7	1,125,670

Table 2: Remuneration for financial year ended 30 June 2011

Name	Short Term	Short Term	Post Employment	Post Employment	Share Based	% of remuneration as options	Total $
	Salary & fees $	Non Monetary benefits $	Super- annuation $	Retirement Benefits $	Shares & Options $
R Crabb	60,000	-	15,000	-	423,000	84.94	498,000
C Mackay~~1~~	251,674	-	13,326	-	863,074	76.51	1,128,074
G Rodgers	200,000	-	12,000	-	722,074	77.06	934,074
G Lamont	50,459	-	4,541	-	211,500	79.36	266,500
N Alhammadi	50,000	-	-	-	211,500	80.88	261,500
P Olubas~~2~~	184,893	-	11,240	-	134,200	40.63	330,333
H Butcher	104,587	-	9,413	-	204,563	64.21	318,563
Total	901,613	-	65,520	-	2,769,911	74.12	3,737,044

1. For a portion of the financial year ended 30 June 2011, these fees were paid to Earth Science Solutions Pty Ltd, a company which Mr Mackay has an interest.

2. For a portion of the financial year ended 30 June 2011, these fees were paid to Indicatrix Mining Pty Ltd, a company which Mr Olubas has an interest.

Compensation Options

Details of options held by each director and key management personnel of Golden Rim as at 30 June 2012 are set out below.

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Golden Rim Resources Ltd and Controlled Entities

Table 3

Table 3
Key Management Personnel	Number Granted	Grant Date	Value per Option at Grant Date $	Exercise price per option $	Vesting Date	Vested %	Expiry Date	Number of Options Vested
RCrabb	3,000,000	22/11/10	0.141	0.29	21/11/10	100	21/11/15	3,000,000
C Mackay	3,500,000	23/11/09	0.113	0.27	23/11/10	100	22/11/14	3,500,000
	5,000,000	22/11/10	0.141	0.29	21/11/10	100	21/11/15	5,000,000
G Rodgers	3,500,000	23/11/09	0.113	0.27	23/11/10	100	22/11/14	3,500,000
	4,000,000	22/11/10	0.141	0.29	21/11/10	100	21/11/15	4,000,000
GLamont	1,500,000	22/11/10	0.141	0.29	21/11/10	100	21/11/15	1,500,000
N Alhammadi	1,500,000	22/11/10	0.141	0.29	21/11/10	100	21/11/15	1,500,000
P Olubas	1,100,000	22/11/10	0.122	0.29	21/11/10	100	21/11/15	1,100,000
	500,000	13/01/12	0.0755	0.14	13/01/12	100	12/01/17	500,000
H Butcher	600,000	06/10/09	0.134	0.21	06/10/10	100	05/10/14	600,000
	1,500,000	22/11/10	0.122	0.29	21/11/10	100	21/11/15	1,500,000
	500,000	13/01/12	0.0755	0.14	13/01/12	100	12/01/17	500,000

Options are issued to directors and executives as part of their remuneration. The exercise price of the options is determined at the time of their issuance with consideration given to the Company’s underlying share price at the time of issue. The conversion price is usually higher than the price of the shares at the time. The value of options during the year is set out below:

Table 4

Table 4
Name	Value of options granted during the year $	Value of options exercised during the year $	Value of options lapsed during the year $
RCrabb	-	-	-
CMackay	-	-	-
GRodgers	-	-	-
GLamont	-	-	-
N Alhammadi	-	-	-
POlubas	37,750	-	-
H Butcher	37,750	-	-

Shares Under Option

The unissued ordinary shares of Golden Rim under option at the date of this Directors’ Report are as follows:

• 600,000 unlisted Class E options, expiring on 5 October 2014 with an exercise price of 21 cents each;

• 7,000,000 unlisted Class F options issued to directors (directly and indirectly), expiring on 22 November 2014 with an exercise price of 27 cents each;

• 1,000,000 unlisted Class G options, expiring on 10 July 2015 with an exercise price of 21 cents each;

• 15,000,000 unlisted Class H options issued to directors (directly and indirectly) expiring on 21 November 2015 with an exercise price of 29 cents each;

• 3,900,000 unlisted ESOP options, expiring on 21 November 2015 with an exercise price of 29 cents each; and

• 2,450,000 unlisted ESOP options, expiring on 12 January 2017 with an exercise price of 14 cents each.

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Golden Rim Resources Ltd and Controlled Entities

No person entitled to exercise any of the options has any right, by virtue of the options, to participate in any share issue of any other body corporate.

The names of all persons who currently hold options, granted at any time, are entered in the register kept by the Company pursuant to section 216C of the Corporations Act 2001 and the register may be inspected free of charge.

Proceedings on Behalf of the Company

No person has applied to the Court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.

No proceedings have been brought or intervened in on behalf of the Company with leave of the Court under section 237 of the Corporations Act 2001 .

Environmental Regulation

The consolidated entity has assessed whether there are any particular or significant environmental regulations which apply. It has determined that the risk of non compliance is low, and has not identified any compliance breaches during the year.

Auditor’s Independence

A copy of the Auditor’s Independence Declaration, as required under section 307C of the Corporations Act 2001, is set out on page 35 of this Annual Report.

Non Audit Services

The Auditor has provided other non-audit services, including domestic and international taxation advice.

The details of amounts paid or payable to the auditor for non-audit services provided during the year by the auditor are outlined in note 19 to the financial statements. The directors are satisfied that the provision of non-audit services during the year by the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. The directors are of the opinion that the services as disclosed in note 19 to the financial statements do not compromise the external auditor’s independence.

Insurance of Directors and Officers

During the financial year, the Company paid a premium in respect of a contract insuring the Directors and the Company Secretary against a liability incurred to the extent permitted by the Corporations Act 2001. The contract of insurance prohibits disclosure of the nature of the liability and the amount of the premium. The Company has not otherwise, during or since the end of the financial year, except to the extent permitted by law, indemnified or agreed to indemnify an officer or auditor of the Company or of any related body corporate against a liability incurred as such an officer or auditor.

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Golden Rim Resources Ltd and Controlled Entities

Corporate Governance Statement

Approach to Corporate Governance

Golden Rim has adopted systems of control and accountability as the basis for the administration of corporate governance. Some of these policies and procedures are summarised in this statement. Commensurate with the spirit of the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations (2nd edition) (Principles & Recommendations), the Company has followed each recommendation where the Board has considered the recommendation to be an appropriate benchmark for its corporate governance practices and has made appropriate statements reporting on the adoption of the recommendation. In compliance with the "if not, why not" reporting regime, where, after due consideration, the Company's corporate governance practices depart from a recommendation, the Board has offered full disclosure and an explanation for the adoption of its own practice.

The following governance-related documents can be found on the Company's website at www.goldenrim.com.au, under the section marked “Investors”, "Corporate Governance":

Charters

Board Audit Committee Nomination Committee Remuneration Committee

Policies and Procedures

Policy and Procedure for Selection and (Re)Appointment of Directors Process for Performance Evaluations Policy on Assessing the Independence of Directors Diversity Policy (summary) Code of Conduct (summary) Policy on Continuous Disclosure (summary) Compliance Procedures (summary) Procedure for the Selection, Appointment and Rotation of External Auditor Shareholder Communication Policy Risk Management Policy (summary) Policy for Trading in Company Securities Whistleblower Policy (summary)

The Company reports below on how it has followed (or otherwise departed from) each of the recommendations during the 2011/2012 financial year (Reporting Period). The information in this statement is current at 3 September 2012.

Board Roles and responsibilities of the Board and Senior Executives (Recommendations: 1.1, 1.3)

The Company has established the functions reserved to the Board, and those delegated to senior executives and has set out these functions in its Board Charter.

The Board is collectively responsible for promoting the success of the Company through its key functions of overseeing the management of the Company, providing overall corporate governance of the Company, monitoring the financial performance of the Company, engaging appropriate management commensurate with the Company's structure and objectives, involvement in the development of corporate strategy and performance

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Golden Rim Resources Ltd and Controlled Entities

objectives, and reviewing, ratifying and monitoring systems of risk management and internal control, codes of conduct and legal compliance.

Senior executives are responsible for supporting the Managing Director and assisting the Managing Director in implementing the running of the general operations and financial business of the Company in accordance with the delegated authority of the Board. Senior executives are responsible for reporting all matters which fall within the Company's materiality thresholds at first instance to the Managing Director or, if the matter concerns the Managing Director, directly to the Chair or the lead independent director, as appropriate.

The Company’s Board Charter is disclosed on the Company’s website.

Skills, experience, expertise and period of office of each Director (Recommendation: 2.6)

A profile of each Director setting out their skills, experience, expertise and period of office is set out in the Directors' Report.

The mix of skills and diversity for which the Board is looking to achieve in membership of the Board is represented by the Board’s current composition. The Board believes that its composition provides the diversity of skills and experience appropriate to the Company’s circumstances, which include: public company experience in the resources industry; legal; geological; accounting; engineering; and investor relations.

Director independence (Recommendations: 2.1, 2.2, 2.3, 2.6)

The Board does not have a majority of directors who are independent. As noted above, the Board believes that its composition provides the diversity of skills and experience appropriate to the Company’s circumstances. The executive directors have extensive knowledge and understanding of the Company’s history in relation to its projects and business to date. Accordingly, the Board considers that its current structure is the most appropriate to add value to the Company, notwithstanding the lack of an independent majority of directors. In accordance with Company policy, when Board nominations are made, the independence of the candidate is given consideration.

The independence of directors is measured in accordance with the Company’s Policy on Assessing the Independence of Directors and the relationships listed in Box 2.1 of the Principles and Recommendations. The materiality threshold set by the Board in respect of independence is set out in the Company’s Board Charter which states that the Board considers a relationship to be material if it impacted or impacts 10% or more on the Consolidated Statement of Comprehensive Income in a financial year.

The independent directors of the Company are Rick Crabb and Glenister Lamont. These directors are independent as they are non-executive directors who are not members of management and who are free of any business or other relationship that could materially interfere with, or could reasonably be perceived to materially interfere with, the independent exercise of their judgment.

Prior to 15 February 2012, Mr Crabb was a substantial shareholder of the Company. Therefore, Mr Crabb did not satisfy paragraph 1 of the independence criteria set out in the Company’s Policy on Assessing the Independence of Directors. Mr Crabb did however satisfy all other aspects of the independence criteria set out in that Policy. During this time, the Board (in the absence of Rick Crabb) believed that he consistently demonstrated a capability to make decisions and take actions which were in the best interests of the Company. Further, the Board notes that Mr Crabb considered himself to bring independent

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Golden Rim Resources Ltd and Controlled Entities

judgement to the Board’s decision making notwithstanding his substantial shareholding. Therefore, the Board considered Mr Crabb to be independent while he was a substantial shareholder of the Company.

The non-independent directors of the Company are Craig Mackay, Gilbert Rodgers and Nadir Alhammadi. Mr Mackay and Mr Rodgers are executives of the Company and Mr Alhammadi is a representative of a substantial shareholder of the Company (Royal Group).

The independent Chair of the Board is Rick Crabb.

The Managing Director is Craig Mackay who is not Chair of the Board.

Independent professional advice (Recommendation: 2.6)

To assist directors with independent judgement, it is the Board's policy that if a director considers it necessary to obtain independent professional advice to properly discharge the responsibility of their office as a director then, provided the director first obtains approval from the Chair for incurring such expense, the Company will pay the reasonable expenses associated with obtaining such advice.

Selection and (Re)Appointment of Directors (Recommendation: 2.6)

In determining candidates for the Board, the Nomination Committee (or equivalent) follows a prescribed process whereby it evaluates the mix of skills, experience, expertise and diversity of the existing Board. In particular, the Nomination Committee (or equivalent) is to identify the particular skills and diversity that will best increase the Board's effectiveness. Consideration is also given to the balance of independent directors. Potential candidates are identified and, if relevant, the Nomination Committee (or equivalent) recommends an appropriate candidate for appointment to the Board. Any appointment made by the Board is subject to ratification by shareholders at the next general meeting.

The Board recognises that Board renewal is critical to performance and the impact of Board tenure on succession planning. Each director other than the Managing Director, must not hold office (without re-election) past the third annual general meeting of the Company following the director's appointment or three years following that director's last election or appointment (whichever is the longer). However, a director appointed to fill a casual vacancy or as an addition to the Board must not hold office (without re-election) past the next annual general meeting of the Company. At each annual general meeting a minimum of one director or one third of the total number of directors must resign. A director who retires at an annual general meeting is eligible for re-election at that meeting. Reappointment of directors is not automatic.

The Company’s Policy and Procedure for the Selection and (Re)Appointment of Directors is disclosed on the Company’s website.

Board committees Nomination Committee (Recommendations: 2.4, 2.6)

The Board has not established a separate Nomination Committee. The Board considers that at this stage, no efficiencies or other benefits would be gained by establishing a separate Nomination Committee. Items that are usually required to be discussed by a Nomination Committee are marked as separate agenda items at Board meetings, when required. The Board deals with any conflicts of interest that may occur when convening in the capacity of

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Golden Rim Resources Ltd and Controlled Entities

Nomination Committee by ensuring the director with conflicting interests is not party to the relevant discussions.

The full Board officially convened once as a Nomination Committee during the Reporting Period. All board members were present at that meeting.

The Board has adopted a Nomination Committee Charter which describes the role, composition, functions and responsibilities of the Nomination Committee.

The Company’s Nomination Committee Charter is disclosed on the Company’s website.

Audit Committee (Recommendations: 4.1, 4.2, 4.3, 4.4)

The Board has established an Audit Committee.

The Audit Committee is not structured in compliance with Recommendation 4.2 as it consists of only two members. Given the composition of the Board, the formation of an Audit Committee in accordance with Recommendation 4.2 is not possible, however, the Audit Committee follows Recommendation 4.2 to the extent it is able. The Audit Committee is comprised of the two independent non-executive directors, being Glenister Lamont (Chair) and Rick Crabb. The Chair of the Audit Committee is not Chair of the Board.

The Board has adopted an Audit Committee Charter which describes the role, composition, functions and responsibilities of the Audit Committee.

The Audit Committee held 3 meetings during the Reporting Period. Both members were in attendance at all meetings.

Both members of the Audit Committee consider themselves to be financially literate and have industry knowledge. Both Glenister Lamont and Rick Crabb hold Masters of Business Administration and are therefore financially qualified. Furthermore, the Executive Director, Gilbert Rodgers, is a Chartered Accountant and is available to attend Audit Committee meetings to assist with financial matters, if required. Further details of each of the director’s qualifications are set out in the Director’s Report.

The Company has established a Procedure for the Selection, Appointment and Rotation of External Auditor. The Board is responsible for the initial appointment of the external auditor and the appointment of a new external auditor when any vacancy arises, as recommended by the Audit Committee (or its equivalent). Candidates for the position of external auditor must demonstrate complete independence from the Company through the engagement period. The Board may otherwise select an external auditor based on criteria relevant to the Company's business and circumstances. The performance of the external auditor is reviewed on an annual basis by the Audit Committee (or its equivalent) and any recommendations are made to the Board.

The Company’s Audit Committee Charter and Procedure for the Selection, Appointment and Rotation of External Auditor are disclosed on the Company’s website.

Remuneration Committee

(Recommendations: 8.1, 8.2, 8.3, 8.4)

The Board has established a Remuneration Committee comprising the Board’s two independent non-executive directors, being Rick Crabb (Chair) and Glenister Lamont.

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Golden Rim Resources Ltd and Controlled Entities

The Remuneration Committee is not structured in accordance with Recommendation 8.2. The Board considers that having the Board’s two independent non-executive directors comprising the Remuneration Committee is an appropriate structure for the committee.

The Remuneration Committee held one meeting during the Reporting Period. Both members attended the meeting.

The Board has adopted a Remuneration Committee Charter which describes the role, composition, functions and responsibilities of the Remuneration Committee.

Details of remuneration, including the Company’s Remuneration Policy, are contained in the Remuneration Report which forms of part of the Directors’ Report. Non-executive directors are remunerated at market rates for time, commitment and responsibilities. Remuneration for non-executive directors is not linked to individual performance. From time to time the Company may grant options to non-executive directors. The grant of options is designed to recognise and reward efforts as well as to provide non-executive directors with additional incentives to continue those efforts for the benefit of the Company.

Executive directors and senior executives receive base remuneration, which is market related. Overall, remuneration to executives is subject to the direction of the Board and can be altered to reflect the competitive market and business conditions. The Board’s reward policy is designed to retain appropriately qualified executive talent for the benefit of the Company. Executives’ remuneration is reviewed by the Board having regard to various goals set. This remuneration and other terms of employment are commensurate with those offered within the exploration and mining industry. Long term performance incentives may include options granted at the discretion of the Board and may be subject to the successful completion of performance hurdles.

There are no termination or retirement benefits for non-executive directors (other than superannuation).

The Company's Remuneration Committee Charter includes a statement of the Company's policy on prohibiting transactions in associated products which limit the risk of participating in unvested entitlements under any equity based remuneration schemes.

The Company’s Remuneration Committee Charter is disclosed on the Company’s website.

Performance evaluation

Senior executives (Recommendations: 1.2, 1.3)

The Nomination Committee (or its equivalent) is responsible for evaluating the performance of the Managing Director. Other senior executives are evaluated by the Managing Director. The procedure for the evaluation of the Managing Director and other senior executives is determined annually.

During the Reporting Period an evaluation of senior executives took place. The process of a questionnaire followed by an interview with the executive’s direct report was used for all evaluations. In the case of the Managing Director and the Executive Director (Finance), the interview was conducted by the Chair.

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Golden Rim Resources Ltd and Controlled Entities

Board, its committees and individual directors (Recommendations: 2.5, 2.6)

The Chair is responsible for evaluation of the Board, Board committees and individual directors. The evaluation is performed over a 3 year cycle. During the first year (Stage 1), each Director completes a questionnaire which is reviewed by the Chair who then conducts interviews with each individual Director. The questionnaire is designed to evaluate the Board and its committees. The following year (Stage 2) the questionnaire is refined with reference to the previous year’s outcomes and is used to track progress. During the third year (Stage 3), a more comprehensive approach is implemented to address issues arising from previous questionnaires as well as addressing newly identified areas of focus and may involve contribution from external consultants. Individual director performance will also be evaluated during Stage 3.

During the Reporting Period, an evaluation of the Board, its committees and individual directors took place in accordance with the Stage 2 process disclosed above. An evaluation of the individual directors will be held during Stage 3.

The Company’s Process for Performance Evaluation is disclosed on the Company’s website.

Ethical and responsible decision making

Code of Conduct (Recommendations: 3.1, 3.5)

The Company has established a Code of Conduct as to the practices necessary to maintain confidence in the Company's integrity, the practices necessary to take into account its legal obligations and the reasonable expectations of its stakeholders and the responsibility and accountability of individuals for reporting and investigating reports of unethical practices.

A summary of the Company’s Code of Conduct is disclosed on the Company’s website.

Diversity (Recommendations: 3.2, 3.3, 3.4, 3.5)

The Company has established a Diversity Policy, which includes requirements for the Board to establish measurable objectives for achieving gender diversity and for the Board to assess annually both the objectives and progress towards achieving them.

The following are the measurable objectives for achieving gender diversity set by the Board in accordance with the Diversity Policy, together with disclosure of the Company’s progress towards achieving the objectives:

Mentoring : The Board encourages its directors to participate in external mentoring programs. Such programs should be aimed at achieving a greater representation of women on boards. During the Reporting Period, Mr Crabb participated in the Australia Institute of Company Directors Mentoring Programme.

Training / Succession Planning: The Board encourages and supports its female executives to undertake external studies. Such studies should be aimed at developing skills and experience relevant to senior positions within the Company. During the Reporting Period, the Company supported a senior executive in her external studies through salary sacrifice.

HR Practices : The Board aspires to ensuring that for every executive position, at least one appropriately qualified female candidate is considered. During the Reporting Period, there

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Golden Rim Resources Ltd and Controlled Entities

were no new executive positions and therefore there was no opportunity to implement this practice.

The proportion of women employees in the whole organisation, women in senior executive positions and women on the Board are set out in the following table:

	Proportion of women
Whole organisation	12 out of 67 (18%)
Senior Executive positions	1out of 4(25%)
Board	0 out of 5 (0%)

A summary of the Company’s Diversity Policy is disclosed on the Company’s website.

Continuous Disclosure (Recommendations: 5.1, 5.2)

The Company has established written policies and procedures designed to ensure compliance with ASX Listing Rule disclosure requirements and accountability at a senior executive level for that compliance.

Summaries of the Company’s Policy on Continuous Disclosure and Compliance Procedures are disclosed on the Company’s website.

Shareholder Communication (Recommendations: 6.1, 6.2)

The Company has designed a communications policy for promoting effective communication with shareholders and encouraging shareholder participation at general meetings.

The Company’s Shareholder Communication Policy is disclosed on the Company’s website.

Risk Management Recommendations: 7.1, 7.2, 7.3, 7.4)

The Company has adopted a Risk Management Policy, a risk management framework and risk management procedures. Under the Company’s risk management framework, the Board oversees the processes by which risks are managed. This includes monitoring of its risk performance and those risks that may have a material impact to the business. Management is responsible for the implementation of the risk management and internal control system and to report to the board on the effectiveness of its management measures. Oversight of the Company’s risk management policy is provided by the Audit Committee. The Company’s risk management process is based on and consistent with the Australian and New Zealand Standard, AS/NZS4360:2004. This process includes the use of a risk register. Risks and their management are monitored and reviewed at least quarterly by management and the risk register is updated accordingly.

The Company’s risk management framework is intended to provide guidance in relation to effective risk management practice including policy considerations, structure, accountabilities, monitoring and reporting requirements across all of the Company’s projects and operations. The framework is designed to seamlessly integrate risk management into strategic and business planning, entrenching the effective treatment of risk as part of the Company’s culture. This involves the following core elements:

• the identification and assessment of risks and opportunities;

• the management of those risks and opportunities so as to provide a reasonable level

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Golden Rim Resources Ltd and Controlled Entities

• of expectancy that risk levels will not exceed approved limits; and

• ongoing monitoring and communicating of risk associated with any activity, function

• or process.

The Managing Director reports to the Board, as a standard agenda item, on the following categories or risks identified through the risk management process:

• Sovereign risk

• Compliance

• Stakeholder relationships

• Human capital

• Market related

• Occupational Safety and Health

• Operational

• Strategic

The Board has required management to design, implement and maintain risk management and internal control systems to manage the Company's material business risks. The Board also requires management to report to it confirming that those risks are being managed effectively. The Board has received a report from management as to the effectiveness of the Company's management of its material business risks.

The Managing Director and the Chief Financial Officer (or equivalent) have provided a declaration to the Board in accordance with section 295A of the Corporations Act and have assured the Board that such declaration is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks.

A summary of the Company’s Risk Management Policy is disclosed on the Company’s website.

Signed 27 September 2012 for and on behalf of the Board in accordance with a resolution of the directors.

==> picture [130 x 36] intentionally omitted <==

Gilbert Rodgers Executive Director (Finance)

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==> picture [130 x 25] intentionally omitted <==

Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

The Board of Directors Golden Rim Resources Ltd Level 2, 10 Outram Street West Perth WA 6005

Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au

27 September 2012

Dear Board Members

Golden Rim Resources Ltd

In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of Golden Rim Resources Ltd.

As lead audit partner for the audit of the financial statements of Golden Rim Resources Ltd for the financial year ended 30 June 2012, I declare that to the best of my knowledge and belief, there have been no contraventions of:

• (i) the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and

• (ii) any applicable code of professional conduct in relation to the audit.

Yours sincerely

DELOITTE TOUCHE TOHMATSU

Chris Nicoloff Partner Chartered Accountants

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

35

This is a draft document. As it is a work in progress it may be incomplete, contain preliminary conclusions and may change. You must not rely on, disclose or refer to it in any document. We accept no duty of care or liability to you or any third party for any loss suffered in connection with the use of this document.

Golden Rim Resources Ltd and Controlled Entities

Consolidated Statement of Comprehensive Income For the Year Ended 30 June 2012

For the Year Ended 30 June 2012
Notes Revenue 4 Other income 4 Accounting and legal expenses Audit fees Corporate secretarial Depreciation expense 5 Directors’ fees Directors’ remuneration options Exploration expenditure written off 5 External consultancy expenses Rental expense Share based payments Travel expense Wages Foreign exchange gain/loss Other expenses Loss before income tax expense Income tax expense 6 Loss for the year Other comprehensive income Foreign currency translation differences Gain on revaluation of investment Total other comprehensive income for the year Total comprehensive income for the year Loss attributable to: Owners of the Company Non-controlling interests Total comprehensive income attributable to: Owners of the Company Non-controlling interests Earnings per share Basic (cents per share) 24 Diluted (cents per share) 24	Consolidated
	2012 $ 82,290 1,720,184 (123,533) (45,094) (75,720) (218,958) (180,000) - (9,621,033) - (85,459) (184,975) (111,227) (625,466) 59,677 (950,584)	2011 $
		302,923
		-
		(164,543)
		(42,104)
		(73,070)
		(205,799)
		(180,000)
		(2,431,148)
		(6,249,164)
		(102,839)
		(73,069)
		(641,363)
		(187,466)
		(440,544)
		(259,449)
		(864,372)
	(10,359,898) -	(11,612,007)
		-
	(10,359,898)
		(11,612,007)
	65,294 156,250
		(158,797)
		-
	221,544
		(158,797)
	(10,138,354)
		(11,770,804)
	(10,214,421) (145,477)
		(11,337,462)
		(274,545)
	(10,359,898)
		(11,612,007)
	(9,951,885) (186,469)
		(11,585,672)
		(185,132)
	(10,138,354)
		(11,770,804)
	(2.68) (2.68)
		(3.41)
		(3.41)

The above Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.

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Golden Rim Resources Ltd and Controlled Entities

Consolidated Statement of Financial Position As At 30 June 2012

As At 30 June 2012
Notes Current Assets Cash and cash equivalents 23(a) Trade and other receivables 7 Other Assets 8 Total Current Assets Non Current Assets Other financial assets 9 Plant and equipment 10 Total Non Current Assets Total Assets Current Liabilities Trade and other payables 14 Provisions 15 Deferred tax liability Total Current Liabilities Total Liabilities Net Assets Equity Parent Equity Interest Share capital 16 Reserves 16(c) Accumulated losses Equity attributable to owners of the Company Non-controlling interests Total Equity	Consolidated
	2012 $ 2,214,189 223,222 45,260	2011 $
		5,442,653
		206,163
		174,256
	2,482,671
		5,823,072
	1,030,303 652,647
		30,303
		686,946
	1,682,950
		717,249
	4,165,621
		6,540,321
	240,336 158,446 -
		376,264
		101,609
		-
	398,782
		477,873
	398,782
		477,873
	3,766,839
		6,062,448
	46,806,168 6,537,494 (49,048,787)
		39,148,398
		6,089,983
		(38,834,366)
	4,294,875 (528,036)
		6,404,015
		(341,567)
	3,766,839
		6,062,448

The above Consolidated Statement of Financial Position should be read in conjunction with the accompanying notes.

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Consolidated Statement of Changes in Equity (For the Year ended 30 June 2012)

Economic Entity
Note Balance at 1 July 2010 Loss for the year Other comprehensive income for the year 16(c) Total comprehensive income for the year Transaction with owners recorded directly in equity Issue of shares 16 Transaction costs 16 Issue of options 16(b) Acquisition of non-controlling interests 29 Balance at 30 June 2011 Loss for the year Other comprehensive income for the year 16(c) Total comprehensive income for the year Transaction with owners recorded directly in equity Issue of shares 16 Transaction costs 16 Issue of options 16(b) Balance at 30 June 2012	Share Capital $ Accumulated Losses $ Acquisition Reserve $ Option Reserve $ Foreign Currency Reserve $ Asset Revaluation Reserve $ Non- controlling Interests $ Total Equity $ 27,975,337 (27,496,904) (224,217) 4,074,096 62,185 - (657,889) 3,732,608
	- (11,337,462) - - - - (274,545) (11,612,007) - - - - (248,210) - 89,413 (158,797)
	- (11,337,462) - - (248,210) - (185,132) (11,770,804)
	11,795,616 - - - - - - 11,795,616 (622,555) - - - - - - (622,555) - - - 3,072,511 - - - 3,072,511 - - (646,382) - - - 501,454 (144,928)
	39,148,398 (38,834,366) (870,599) 7,146,607 (186,025) - (341,567) 6,062,448
	- (10,214,421) - - - - (145,477) (10,359,898) - - - - 106,286 156,250 (40,992) 221,544
	- (10,214,421) - - 106,286 156,250 (186,469) (10,138,354)
	8,086,425 - - - - - - 8,086,425 (428,655) - - - - - - (428,655) - - - 184,975 - - - 184,975
	46,806,168 (49,048,787) (870,599) 7,331,582 (79,739) 156,250 (528,036) 3,766,839

The above Consolidated Statement of Changes in Equity should be read in conjunction with the accompanying notes.

Golden Rim Resources Ltd and Controlled Entities

Consolidated Statement of Cash Flows For the Year Ended 30 June 2012

For the Year Ended 30 June 2012
Notes Cash Flow From Operating Activities Payments to suppliers Interest received Other receipts Net Cash Outflows From Operating Activities 23(b) Cash Flows From Investing Activities Mining exploration expenditure Proceeds from sale of rights to exploration interests Purchase of plant and equipment Proceeds from sale of plant and equipment Contribution provided to joint venture entity Net Cash Outflows From Investing Activities Cash Flows From Financing Activities Proceeds from issue of shares and options Share issue costs Net Cash Inflows From Financing Activities Net increase in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Translation differences on cash held in foreign currencies Cash and cash equivalents at the end of the financial year 23(a)	Consolidated
	2012 $ (2,334,320) 178,454 1,869	2011 $
		(1,871,939)
		219,276
		-
	(2,153,997)
		(1,652,663)
	(9,462,535) 874,565 (221,398) - (83,899)
		(6,627,626)
		-
		(589,265)
		10,921
		(59,293)
	(8,893,267)
		(7,265,263)
	8,086,425 (428,655)
		11,795,616
		(622,555)
	7,657,770
		11,173,061
	(3,389,494) 5,442,653 161,030
		2,255,135
		3,579,321
		(391,803)
	2,214,189
		5,442,653

The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying notes.

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements For the Year Ended 30 June 2012

1. Corporate Information

This Annual Report of Golden Rim for the year ended 30 June 2012 was authorised for issue in accordance with a resolution of the directors on 27 September 2012.

Golden Rim is a for profit company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.

The nature of the operations and principal activity of Golden Rim is mineral exploration focused on the discovery of significant gold resources.

Separate financial statements for Golden Rim as an individual entity are no longer presented as the consequence of a change to the Corporations Act 2001 . However, required financial information for Golden Rim as an individual entity is included in note 11.

2. Summary of Significant Accounting Policies

(a) Basis of Preparation

This Annual Report is a general purpose report that has been prepared in accordance with Australian Accounting Standards and Interpretations , and the Corporations Act 2001. Compliance with Australian Accounting Standards and Interpretations ensures that the financial statements and notes also comply with International Financial Reporting Standards .

This Annual Report covers the economic entity of Golden Rim and its controlled entities, and Golden Rim as an individual parent entity. Golden Rim is a listed public company, incorporated and domiciled in Australia.

This Annual Report is prepared on an accruals basis and based on historical costs except for certain financial assets which have been measured at fair value. Cost is based on the fair values of consideration given in exchange for assets. All amounts are presented in Australian dollars, unless otherwise noted.

The following is a summary of the material accounting policies adopted by the economic entity in the preparation of this Annual Report. The accounting policies have been consistently applied, unless otherwise stated.

(b) Going Concern

The consolidated financial statements have been prepared on a going concern basis.

During the financial year the Group incurred a net loss after tax of $10.4 million (2011: $11.6 million) and experienced net cash outflows from operations of $2.15 million (2011: $1.65 million). At 30 June 2012 the Company has net assets and net current assets of $3.8 million and $2.1 million respectively (2011: $6.1 million, $5.3 million). The directors have concluded that these accounts should be prepared on a going concern basis. In making this determination the directors have considered that once all discretionary expenditure is removed the group has sufficient cash to continue as a going concern for at least the next 12 months. To meet the ongoing discretionary expenditure, further capital raisings will be required.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Subsequent to the year end, the Company has raised $4.54 million which, together with existing cash, is sufficient to cover all contracted and required commitments for a period of 12 months from the date of the financial report.

• (c) Statement of Compliance

(i) New Standards and Interpretations Adopted

The company and consolidated entity has adopted all of the new and revised Standards and Interpretations issued by the Australian Accounting Standards Board that are relevant to their operations and are effective for the current financial reporting period beginning 1 July 2011.

Significant new and revised standards and interpretations effective for the current financial reporting period that are relevant to the company and consolidated entity are as follows. The adoption of these amendments has not resulted in any changes to the group’s accounting policies and has no effect on the amounts reported for the current or prior periods.

• Amendments to AASB 101 ‘Presentation of Financial Statements’

• AASB 124 ‘Related Party Disclosures’ and AASB 2009-12 Amendments to Australian Accounting Standards’

• AASB 2010-4 ‘Further Amendments to Australian Accounting Standards arising from Annual Improvement Project’

• AASB 2010-5 ‘Amendments to Australian Accounting Standards’

• AASB 2010-6 ‘ Amendments to Australian Accounting Standards – Disclosures on Transfers of Financial Assets’

• AASB 1054 ‘Australian Additional Disclosures’

• AASB 1048 ‘Interpretation and Application of Standards.

• (ii) Standards and Interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the following Standards and Interpretations were in issue but not yet effective. The potential effect of these standards and interpretations on the group’s financial statements has not yet been determined.

Standard / Interpretation	Effective for annual reporting periods beginning on or after	Expected to be initially applied in the financial year ending
AASB 9: Financial Instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9 and AASB 2010- 7 Amendments to Australian Accounting Standards arising from AASB 9 (December 2010)	1 January 2015	30 June 2016
AASB 10‘Consolidated Financial Statements’	1 January 2013	30 June 2014
AASB 11‘Joint Arrangements’	1 January 2013	30 June 2014
AASB 12 ‘Disclosure of Interests in Other Entities’	1 January 2013	30 June 2014
AASB 127 ‘Separate Financial Statements’ (2011)	1 January 2013	30 June 2014
AASB 128 ‘Investments in Associates and Joint Ventures’(2011)	1 January 2013	30 June 2014
AASB 13‘Fair Value Measurement’and AASB	1 January2013	30 June2014

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Standard / Interpretation	Effective for annual reporting periods beginning on or after	Expected to be initially applied in the financial year ending
2011-8 ‘Amendments to Australian Accounting Standards arising from AASB 13’
AASB 119 ‘Employee Benefits’ (2011) and AASB 2011-10 ‘Amendments to Australian Accounting Standards arising from AASB 119 (2011)’	1 January 2013	30 June 2014
AASB 2011-4 Amendments to Australian Accounting Standards to Remove Individual Key Management Personnel Disclosure Requirements	1 July 2013	30 June 2014
AASB 2011-7 ‘Amendments to Australian Accounting Standards arising from the Consolidation and Joint Arrangements Standards’	1 January 2013	30 June 2014
AASB 2011-9 ‘Amendments to Australian Accounting Standards – Presentation of Items of Other Comprehensive Income’	1 July 2012	30 June 2013
Interpretation 20 ‘Stripping Costs in the Production Phase of a Surface Mine’ and AASB 2011-12 ‘Amendments to Australian Standards arising from Interpretation 20’	1 January 2013	30 June 2014

(d) Basis of Consolidation

The consolidated financial statements incorporate the assets, liabilities and results of entities controlled by Golden Rim. Control is achieved where Golden Rim has the power to govern the financial and operating policies of an entity so as to obtain benefits from the entity's activities. Control will generally exist when the parent owns, directly or indirectly through subsidiaries, more than half of the voting power of an entity. In assessing the power to govern, the existence and effect of holdings of actual and potential voting rights are also considered.

Where controlled entities have entered or left the Group during the year, the financial performance of those entities are included only for the period of the year that they were controlled. In preparing the consolidated financial statements, all inter-group balances and transactions between entities in the consolidated group have been eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with those adopted by the parent entity.

Non-controlling interests, being the equity in a subsidiary not attributable, directly or indirectly, to a parent, are shown separately within the Equity section of the Consolidated Statement of Financial Position and Consolidated Statement of Comprehensive Income. The non-controlling interests in the net assets comprise their interests at the date of the original business combination and their share of changes in equity since that date.

Business Combinations

Business combinations occur where an acquirer obtains control over one or more businesses and results in the consolidation of its assets and liabilities.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control. The acquisition method requires that for each business combination one of the combining entities must be identified as the acquirer (parent entity). The business combination will be accounted for as at the acquisition date, which is the date that control over the acquiree is obtained by the parent entity. At this date, the parent shall recognise, in the consolidated accounts, and subject to certain limited exceptions, the fair value of the identifiable assets acquired and liabilities assumed, in addition, contingent liabilities of the acquiree will be recognised where a present obligation has been incurred and its fair value can be reliably measured.

The acquisition may result in the recognition of goodwill or a gain from a bargain purchase. The method adopted for the measurement of goodwill will impact on the measurement of any non-controlling interest to be recognised in the acquiree where less than 100% ownership interest is held in the acquiree.

The acquisition date fair value of the consideration transferred for a business combination plus the acquisition date fair value of any previously held equity interest shall form the cost of the investment in the separate financial statements. Consideration may comprise the sum of the assets transferred by the acquirer. Liabilities incurred by the acquirer to the former owners of the acquiree and the equity interests issued by the acquirer.

Fair value uplifts in the value of pre-existing equity holdings are taken to the statement of comprehensive income. Where changes in the value of such equity holdings had previously been recognised in other comprehensive income, such amounts are recycled to profit or loss.

Included in the measurement of consideration transferred is any asset or liability resulting from a contingent consideration arrangement. Any obligation incurred relating to contingent consideration is classified as either a financial liability off equity instrument, depending upon the nature of the arrangement. Rights to refunds of consideration previously paid are recognised as a receivable. Subsequent to initial recognition, contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or a liability is remeasured each reporting period to fair value through the statement of comprehensive income unless the change in value can be identified as existing at acquisition date.

All transaction costs incurred in relation to the business combination are expensed to the statement comprehensive income.

(e) Exploration Expenditure

Exploration and evaluation expenditure incurred is accumulated in respect of each identifiable area of interest. Expenditure incurred during exploration and the early stages of evaluation of new areas of interest are written off as incurred, with the exception of acquisition costs.

Where directors decide to progress to development in an area of interest all future expenditure incurred relating to the area is capitalised. These costs are only carried forward to the extent that they are expected to be recouped through sale or successful development and exploitation of the area or where activities in the area have not yet reached a stage that permits a reasonable assessment of the existence of economically recoverable reserves.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

The carrying value of capitalised exploration and evaluation expenditure is assessed for impairment at the cash generating unit level whenever facts and circumstances suggest that the carrying value of the asset may exceed its recoverable amount.

An impairment exists when the carrying amount of an asset or cash generating unit exceeds its estimated recoverable amount. The asset or cash generating unit is then written down to its recoverable amount. Any impairment losses are recognised in the statement of comprehensive income.

(f) Interests in Joint Ventures

The economic entity reports its interest in jointly controlled entities using proportionate consolidation, except when the investment is classified as held for sale, in which case it is accounted for in accordance with AASB 5 ‘Non-current Assets Held for Sale and Discontinued Operations’. The economic entity’s share of the assets, liabilities, income and expenses of jointly controlled entities is combined with the equivalent items in the consolidated financial statements on a line-by-line basis.

Any goodwill arising on the acquisition of the economic entity’s interest in a jointly controlled entity is accounted for in accordance with the Group’s accounting policy for goodwill arising in a business combination.

When a group entity transacts with a jointly controlled entity of the economic entity, unrealised profits and losses resulting from the transactions with the jointly controlled entity are recognised in the economic entity’s consolidated financial statements only to the extent of interest in the jointly controlled entity that are not related to the economic entity.

(g) Plant and Equipment

Each class of property, plant and equipment is carried at cost, where applicable, any accumulated depreciation and impairment losses.

The carrying amount of plant and equipment is reviewed annually by directors to ensure it is not in excess of the recoverable amount from these assets. The recoverable amount is assessed on the basis of the expected net cash flows that will be received from the assets employment and subsequent disposal. The expected net cash flows have been discounted to their present values in determining recoverable amounts.

Depreciation is recognised so as to write off the cost or valuation of plant and equipment less their residual values over their useful lives, using either the straight line basis or diminishing value method, commencing from the time the assets are held ready for use. The depreciation rates used for plant and equipment vary between 2.5% and 40%.

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying value is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These gains and losses are included in the income statement.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

(h) Acquisition of Assets

The purchase method of accounting is used for all acquisitions of assets regardless of whether shares or other assets are acquired. Cost is determined as the fair value of the assets given up, shares issued or liabilities undertaken at the date of acquisition plus costs incidental to the acquisition. Where shares are issued in an acquisition that is not part of a business combination, the value of the shares is determined having reference to the fair value of the assets or net assets acquired, including goodwill or discount on acquisition where applicable.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of the acquisition. The discount rate used is the rate at which a similar borrowing could be obtained under comparable terms and conditions.

(i) Financial Assets

Financial assets in the scope of AASB 139 Financial Instruments: Recognition and Measurement are classified as either financial assets at fair value through profit and loss, loans and receivables, held-to-maturity investments, or available-for-sale financial assets. When financial assets are recognised initially, they are measured at fair value, plus, in the case of investments not at fair value through profit or loss, directly attributable transaction costs. The Group determines the classification of its financial assets on initial recognition.

All regular way purchases and sales financial assets are recognised on the trade date, that is, the date that the Group commits to purchase the asset. Regular way purchases or sales are purchases and sales of financial assets under contracts that require delivery of the assets within the period established generally by regulation or convention in the market place.

(ii) Loans and receivables

Loans and receivables including loan notes are non derivatives financial assets with fixed or determinable payments that are not quoted in an active market. Such assets are carried at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, as well as through the amortisation process.

(iii) Available-for-sale investments

Available-for-sale investments are those non derivative financial assets that are designated as available-for-sale or are not classified as any of the three preceding categories. After initial recognition available-for-sale investments are measured at fair value with gains or losses being recognised as a separate component of equity until the investment is derecognised or until the investment is determined to be impaired, at which time the cumulative gain or loss previously reported in equity is recognised in profit or loss.

The fair values of investments that are actively traded in organised financial markets are determined by reference to quoted market bid prices at the close of business on the balance sheet date. For investments with no active market, fair values are determined using valuation techniques. Such techniques include: using recent arm’s length market transactions; reference to the current market value of another instrument that is substantially the same; discounted cash flow analysis and option pricing models making as much use of

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

available and supportable market data as possible and keeping judgmental inputs to a minimum.

(j) Trade and Other Creditors

These amounts represent liabilities for goods and services provided to the consolidated entity prior to the end of the financial year and which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition.

(k) Earnings Per Share

(i) Basic earnings per share

Basic earnings per share is determined by dividing net profit/loss after income tax attributable to members of the Company, excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share by taking into account the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no consideration in relation to dilutive potential ordinary shares.

(l) Income Tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the consolidated statement of comprehensive income because of items of income or expense that are taxable or deductible in other periods and items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax for the period

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items that are recognised outside profit or loss (whether in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss, or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is included in the accounting for the business combination.

(m) Foreign Currency Translation

(i) Functional and presentation currency

The functional currency of each of the Group’s entities is measured using the currency of the primary economic environment in which that entity operates. The consolidated financial statements are presented in Australian dollars which is the parent entity’s functional and presentation currency.

The functional currency of the subsidiaries, Golden Rim SAR Exploration SARL; Golden Rim Mali SA; Golden Rim Resources Burkina SARL; and Talpha Burkina SARL, is CFA Franc.

(ii) Transaction and balances

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transaction. Foreign currency monetary items are translated at the year end exchange rate. Non monetary items measured at historical costs continue to be carried at the exchange rate at the date of the transaction. Non monetary items measured at fair value are reported at the exchange rate at the date when fair values were determined.

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

(iii) Group Companies

The financial results and position of foreign operations whose functional currency is different from the Group’s presentation currency are translated as follows:

• Assets and liabilities are translated at exchange rates prevailing at the reporting date.

• Income and expenses are translated at average exchange rates for the reporting period.

Exchange differences arising on translation of foreign operations are recognised in other comprehensive income and accumulated in the Group’s foreign currency translation reserve. These differences are recognised in the income statement in the period in which the operation is disposed.

(n) Impairment of Assets

At each reporting date, the Group reviews the carrying values of its tangible assets to determine whether there is any indication that those assets have been impaired. If such an indication exists, the recoverable amount of the asset, being the higher of the asset’s fair value less costs to sell and value in use, is compared to the asset’s carrying value. Any excess of the asset’s carrying value over its recoverable amount is expensed to the income statement.

(o) Revenue

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

Revenue from the sale of assets is recognised at the date that the contract is entered into and all conditions are met.

All revenue is stated net of the amount of goods and services tax (GST).

(p) Employee Benefits

Provision is made for the Group’s liability for employee benefits arising from services rendered by employees to balance date. Employee benefits that are expected to be settled within one year have been measured at the amounts expected to be paid when the liability is settled, plus related on costs. Employee benefits payable later than one year have been measured at the present value of the estimated future cash outflows to be made for those benefits.

(q) Share Based Payment Transactions

The Group provides benefits to the directors and senior executives in the form of share based payment transactions, whereby services are rendered in exchange for shares or rights over shares (equity settled transactions).

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

The cost of these equity settled transactions with directors is measured by reference to the fair value at the date at which they are granted. The fair value is determined by using the Trinomial option pricing model, further details of which are given in the remuneration report.

In valuing equity settled transactions, no account is taken of any performance conditions, other than conditions linked to price of the shares of the Group.

The cost of equity settled transactions is recognised, together with a corresponding increase in equity, over the vesting period, based on the group’s estimate of equity instrument that will eventually vest.

The cumulative expense recognised for equity settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that in the opinion of the directors will ultimately vest. The opinion is formed on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon market condition.

Where the terms of an equity settled transaction are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of modification.

Where an equity settled transaction is cancelled, it is treated as if it had vested on the date of cancellation and any expense not yet recognised for the transaction is recognised immediately. However, if a new transaction is substituted for the cancelled equity settled transaction and designated as a replacement transaction on the date that it is granted, the cancelled and new equity settled transaction is treated as if it were a modification of the original transaction, as described in the previous paragraph.

The dilutive effect, if any, of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(r) Provisions

Provisions are recognised when the Group has a legal or constructive obligation, as a result of past events, for which it is probable that an outflow of economic benefits will result and that outflow can be reliably measured.

(s) Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within short term borrowings in current liabilities on the statement of financial position.

(t) Goods and Services Tax (GST)

Revenues, expenses and assets are recognised net of the amount of GST, except where the amount of GST is not recoverable from the Australian Taxation Office. In these circumstances the GST is recognised as part of the cost of acquisition of the asset or as part

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

of an item of the expense. Receivables and payables in the statement of financial position are shown inclusive of GST.

Cash flows are presented in the statement of cash flows on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

(u) Comparative Figures

When required by the Standards, comparative figures have been adjusted to conform to changes in presentation for the current financial year.

3. Significant Accounting Judgements, Estimates and Assumptions

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Group and that are believed to be reasonable under the circumstances.

In applying the Group’s accounting policies management continually evaluates judgments, estimates and assumptions based on experience and other factors, including expectations of future events that may have an impact on the Group. All judgments, estimates and assumptions made are believed to be reasonable based on the most current set of circumstances available to management. Actual results may differ from judgments, estimates and assumptions. Significant judgments, estimates and assumptions made by management in the preparation of these financial statements are outlined below:

(a) Significant accounting judgments

• (i) Impairment of non financial assets

The Group assesses impairment of all assets at each reporting date by evaluating conditions specific to the Group and to the particular asset that may lead to impairment. These include prospectivity of an area of interest and economic and political environments. If an impairment trigger exists, the recoverable amount of the asset is determined. This involves value in use calculations, which incorporate a number of key estimates and assumptions.

The Group's accounting policy is stated at note 2(e). There is some subjectivity involved in the carrying forward as capitalised or writing off to the income statement exploration and evaluation expenditure, however management give due consideration to areas of interest on a regular basis and are confident that decisions to either write off or carry forward such expenditure reflect fairly the prevailing situation.

(b) Significant accounting estimates and assumptions

(i) Accounting for share based payments

The Group's accounting policy is stated at note 2(r). The value of these option payments are based on reasonable estimates using a recognised option pricing model.

The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. The fair value is determined by an external valuer using a Trinomial model, with the assumptions detailed in note 17. The accounting estimates and assumptions relating to equity-settled

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

transactions would have no impact on the carrying amounts of assets and liabilities within the next annual reporting period but may impact expenses and equity.

(ii) Allowance for impairment loss on receivables and inter-company loans

Where receivables are outstanding beyond the normal trading terms, the likelihood of the recovery of these receivables is assessed by management. A provision has been raised for all inter-company receivables, in the separate accounts of the parent.

4. Revenue

4. Revenue
Revenue from outside the operating activities Other Income Revenue	Consolidated
	2012 $ 2011 $ 82,290 302,602 1,720,184 321
	1,802,474 302,923

In April 2012 Golden Rim sold the right to acquire five exploration permits in Burkina Faso for a consideration of US $900,000 (A$874,565) in cash and 12.5 million fully paid ordinary shares in Riedel Resources Ltd. At the issue date the shares were valued at A$843,750, resulting in a total consideration of A$1,718,315.

5. Operating Loss

5. Operating Loss
	Consolidated
	2012	2011
	$	$
The loss before income tax includes the following
specific expenses:
Exploration expenditure written off	9,621,033	6,249,164
Depreciation	218,958	205,799
Superannuation	106,251	52,303

6. Income Tax

6. Income Tax
Numerical reconciliation of income tax expense to prima facie tax payable Loss from ordinary activities before income tax expense Prima facie tax benefit on loss from ordinary activities at 30% (2011 30%) Tax effect of amounts which are not deductible (taxable) in calculating taxable income Directors’ options Share based payments Capital gain on sale of rights to exploration	Consolidated
	2012 $ (10,359,898)	2011 $
		(11,612,007)
	(3,107,969) - 55,493 (55,251)
		(3,483,602)
		717,599
		192,409
		-

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

interests Other expenses Movement in temporary differences not recognised Tax effect of current year tax losses for which no deferred tax asset has been recognised Income tax expense Unrecognised temporary differences Deferred Tax Asset (30%) Loans (provisions) Investments (provisions) Capital raising costs Foreign exchange loss Legal fees Accruals Plant & equipment Provisions Carry forward tax losses Deferred Tax Liabilities (30%) Receivables (interest)	Consolidated	Consolidated
	2012 $ 1,288	2011 $
		8,377
	(3,106,439) (106,618) 3,213,057	(2,565,217)
		(8,092)
		2,557,125
	-	-
	19,139 28,427 269,028 44,441 14,182 11,850 7,008 47,534 12,329,112
		19,139
		75,302
		238,445
		73,142
		20,838
		30,897
		7,213
		30,483
		9,128,755
	12,770,721	9,624,214
	-
		28,964

A deferred tax liability of $28,964 arose from interest receivable at 30 June 2011. The deferred tax liability was offset against the deferred tax assets that existed at that date.

No income tax is payable by the Company. The consolidated entity has un-recouped Australian income tax losses comprising revenue losses of approximately $14.4 million (2011 - $12 million), foreign losses of approximately $24.7 million (2011 - $15.5 million) and capital losses of approximately $2.0 million (2011 - $2.9 million).

Such benefits have not been recognised and will only be obtained if:

• (a) the consolidated entity derives future assessable income of a nature and an amount sufficient to enable the benefit from the deductions for the loss to be realised;

• (b) the losses are transferred to an eligible entity in the consolidated entity;

• (c) the consolidated entity continues to comply with the conditions for deductibility imposed by tax legislation; and

• (d) no changes in taxation legislation adversely affect the economic entity in realising the benefit from the deductions for the losses.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

7. Trade and Other Receivables

7. Trade and Other Receivables
Current GST refundable Interest receivable Joint venture entity receivable Other receivables	Consolidated
	2012 $ 28,054 - 172,726 22,442	2011 $
		16,898
		96,545
		88,827 3,893
	223,222	206,163

The amounts within trade and other receivables do not contain impaired assets and are not past overdue.

8. Other Assets

8. Other Assets
Current Bank guarantee Cash advances Prepayments 9. Other Financial Assets Non Current Available for sale investments at fair value – listed security Bonds – rental	Consolidated
	2012 $ 11,433 6,490 27,337	2011 $
		11,052
		9,555
		153,649
	45,260	174,256
	Consolidated
	2012 $ 1,000,000 30,303	2011 $
		-
		30,303
	1,030,303	30,303

10. Plant and Equipment

10. Plant and Equipment
Office equipment, at cost Less: accumulated depreciation Motor vehicles, at cost Less: accumulated depreciation Field equipment, at cost Less: accumulated depreciation	Consolidated
	2012 $ 2011 $ 438,792 380,269 (261,983) (189,139)
	176,809 191,130
	452,632 391,756 (162,677) (85,252)
	289,955 306,504
	253,238 219,031 (67,355) (29,719)
	185,883 189,312
	652,647 686,946

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

Reconciliations of the carrying amounts of each class of plant and equipment at the beginning and end of the current financial year are set out below.

	Office Equipment Motor Vehicles Field Equipment Total
	$ $ $ $
Consolidated Group
Carrying amount at 1 July 2010 Additions Disposals Depreciation Foreign exchange movement Carrying amount at 30 June 2011 Additions Disposals Depreciation Foreign exchange movement Carrying amount at 30 June 2012	208,455 82,429 26,197 317,081
	86,634 313,122 189,509 589,265 - (10,600) - (10,600) (103,759) (76,401) (25,639) (205,799) (200) (2,046) (755) (3,001)
	191,130 306,504 189,312 686,946
	78,763 96,461 46,174 221,398 (680) - - (680) (89,665) (89,005) (40,288) (218,958) (2739) (24,005) (9,315) (36,059)
	176,809 289,955 185,883 652,647

11. Parent Entity Disclosures

Financial Position Current Assets Cash and cash equivalents Trade and other receivables Other Assets Total Current Assets Non Current Assets Other financial assets Plant and equipment Investment in joint venture entity Total Non Current Assets Total Assets Current Liabilities Trade and other payables Provisions Total Current Liabilities Total Liabilities Net Assets	Parent	Entity
	2012 $ 1,960,850 48,988 39,611
		2011 $
		5,229,360
		115,713
		162,934
	2,049,449	5,508,007
	1,030,303 208,526 43,019
		30,303
		245,456
		49,819
	1,281,848
		325,578
	3,331,297	5,833,585
	142,996 158,446
		371,851
		101,609
	301,442
		473,460
	301,442
		473,460
	3,029,855
		5,360,125

Page | 54

Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Financial Position Equity Parent Equity Interest Issued capital Reserves Accumulated losses Total Parent Equity/(Deficit) Financial Performance Loss for the year Other comprehensive income Total Comprehensive Income	Parent	Entity
	2012 $ 46,806,168 7,487,832 (51,264,145)
		2011 $
		39,148,398
		7,146,607
		(40,934,880)
	3,029,855
		5,360,125
	Parent	Entity
	2012 $ (10,329,265) 156,250
		2011 $
		(12,323,364)
		-
	(10,173,015)
		(12,323,364)

In 2011 and 2012 the parent entity did not enter into any guarantees in relation to the debts of its subsidiaries, enter into any commitments for the acquisition of property, plant and equipment or have any contingent liabilities.

Investment in Joint Venture Entity

(For the purposes of this Annual Report, Royal Falcon is treated as a joint venture company)

Non Current Investment in joint venture entity Advances to joint venture entity Less provision for doubtful debts	ParentEntity	ParentEntity
	2012 $ 41,434 1,937,362 (1,953,777)
		2011 $
		41,434
		1,808,287
		(1,799,902)
	25,019	49,819

12. Mining Exploration Expenditure

12. Mining Exploration Expenditure
Costs brought forward Expenditure incurred during the year Expenditure written off during the year Costs carried forward	Consolidated
	2012 $ 2011 $ - - 9,621,033 6,249,164 (9,621,033) (6,249,164)
	- -

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

13. Investment in Joint Venture Entity

During the year ended 30 June 2009, the Company together with PAL Technology Services LLC set up a purpose specific alliance company, Royal Falcon (Golden Rim 35% and PAL Technology Services LLC 65% equity interest respectively). Golden Rim is responsible for the management of the alliance company. The alliance company is accounted for as a joint venture entity in terms of AASB 131 Interests in Joint Ventures .

The consolidated group’s 35% share of the joint venture entity’s assets and liabilities are:

Current Assets Non-current Assets Total Assets Current Liabilities Non-current Liabilities Total Liabilities Total Shareholder’s Deficit	2012 $ 2011 $ 46,281 46,895 1,173 5,276
	47,454 52,171
	1,808,997* 1,763,247 - -
	1,808,997 1,763,247
	(1,761,543) (1,711,076)

• This represents funding from the parent entity.

The consolidated group’s 35% share of the joint venture entity’s income and expenses are:

Income Expenses	2012 $ 2011 $ - 2,670 (50,467) (177,881)
	(50,467) (175,211)

14. Trade and Other Payables

14. Trade and Other Payables
Current Trade creditors Accrued expenses Other creditors	Consolidated
	2012 $ 158,841 39,500 41,995	2011 $
		157,308
		133,643
		85,313
	240,336	376,264

15. Provisions

Provision for employee entitlements

	Consolidated
	2012	2011
	$	$
	158,446	101,609

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

16. Issued Capital

Issued Capital Fully paid shares 413,306,231 (2011: 359,396,731)

Consolidated
2012	2011
$	$
46,806,168	39,148,398

Movements in ordinary share capital of the Company during the past 2 years were as follows:

follows:
01/07/10 Opening Balance 29/09/10 Placement 09/11/10 Rights Issue Cost of share issues 29/12/10 Exercise of options 30/06/11 09/02/12 Placement 15/02/12 Placement Cost of share issues 30/06/12	Number of Shares Cents $
	275,463,761 27,975,337 40,000,000 14.0 5,600,000 39,432,970 14.0 5,520,616 (622,555) 4,500,000 15.0 675,000
	359,396,731 39,148,398 45,909,500 15.0 6,886,425 8,000,000 15.0 1,200,000 (428,655)
	413,306,231 46,806,168

(a) Ordinary Shares

Ordinary shares entitle the holder to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. On a show of hands every holder of ordinary shares present at a meeting in person or by proxy, is entitled to one vote, and upon a poll each share is entitled to one vote.

(b) Options

At 30 June 2012, the Company had the following options on issue:

• 600,000 unlisted Class E Options with a vesting period of 12 months from 6 October 2010, exercisable at 21 cents each on or before the expiry date of 5 October 2014.

• 7,000,000 unlisted Class F Options with a vesting period of 12 months from 23 November 2010, exercisable at 27 cents each on or before the expiry date of 22 November 2014.

• 1,000,000 unlisted Class G Options with no vesting period, exercisable at 21 cents each on or before the expiry date of 10 July 2015.

• 15,000,000 unlisted Class H Options with no vesting period, exercisable at 29 cents each on or before the expiry date of 21 November 2015.

• 3,900,000 unlisted ESOP Options with no vesting period, exercisable at 29 cents each on or before the expiry date of 21 November 2015.

• 2,450,000 unlisted ESOP Options with no vesting period, exercisable at 14 cents each on or before the expiry date of 12 January 2017.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Movements in options of the Company during the past two years were as follows:

01/07/10 Opening balance Option issue – E Class Option issue – F Class 22/11/10 Option issue – G Class 22/11/10 Option issue – H Class 22/11/10 Options issue – ESOP 29/12/10 Options exercised – C Class 30/06/11 31/12/11 Options expired – D Class 13/01/12 Option issue – ESOP 30/06/12	Number of Options Cents 24,250,000 1,000,000 14.401 15,000,000 14.101 3,900,000 12.201 (4,500,000) 39,650,000 (12,150,000) 2,450,000 7.552 29,950,000	$
		4,074,096 21,563 316,148 144,000 2,115,000 475,800 -
		7,146,607 - 184,975
		7,331,582

1. Being the portion of the fair value of the options brought to account as at 30 June 2011

2. Being the portion of the fair value of the options brought to account as at 30 June 2012

(c) Reserves

c) Reserves
Options Reserve1 Goodwill on Acquisition Reserve (note 29) Foreign Currency Translation Reserve (i) Asset Revaluation Reserve (ii)	Consolidated
	2012 2011 $ $ 7,331,582 7,146,607 (870,599) (870,599) (79,739) (186,025) 156,250 -
	6,537,494 6,089,983

1. See balance at 30 June 2012 in (b) above.

2. (i) Foreign Currency Translation Reserve

(i) Foreign Currency Translation Reserve
At beginning of year Foreign currency loss for year (ii) Asset Revaluation Reserve Surplus on revaluation of available for sale investments	Consolidated
	2012 $ 2011 $ (186,025) 62,185 106,286 (248,210)
	(79,739) (186,025)
	Consolidated
	2012 $ 2011 $ 156,250 -

17. Share Based Payments Plan

The following table illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options issued during the year:

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Outstanding at the beginning of the year Granted during the year Granted during the year Granted during the year Exercised during the year Expired during the year Outstanding at the end of the year Exercisable at the end of the year	2012 2011	2012 2011	2012 2011
	No	WAEPCents No	WAEPCents
	39,650,000 2,450,000 - - - (12,150,000)	23.86 24,250,000 14.00 1,000,000 - 15,000,000 - 3,900,000 - (4,500,000) (15.00) -
			18.32
			21.00
			29.00
			29.00
			(15.00)
			-
	29,950,000	26.88 39,650,000
			23.86
	29,950,000	19,750,000

The weighted average remaining contractual life for the options, outstanding as at 30 June 2012, is 3.22 years (2011: 3.04 years).

No share options were exercised during the year.

During the year, the Company granted 2,450,000 Employee Share Option Plan options exercisable at 14 cents each on or before the expiry date of 12 January 2017. The options were fair valued at 7.55 cents per option and vested on the grant date of 13 January 2012.

The fair value of the options has been calculated using the Trinomial option pricing model as follows:

Exercise Price	14 cents
Underlying share price	10.5 cents
Maximum Life	5 years
Expected volatility	100%
Risk free interest rate	3.47%
Dividend % pa	Nil

Historical volatility has been the basis of determining the basis of expected share price volatility and it is assumed that this is indicative of future trends, which may not eventuate.

The life of options is based on historical exercise patterns, which may not eventuate in the future.

Options on issue at the end of the financial year are disclosed in note 16 (b).

18. Key Management Personnel Disclosure

Names and positions of key management personnel of the economic and parent entities in office at any time during the financial year are:

Key Management Personnel	Position
R Crabb	Chair, Non Executive
C Mackay	Director, Managing Director
G Rodgers	Executive Director (Finance)
G Lamont	Director, Non Executive
N Alhammadi	Director, Non Executive
P Olubas	Exploration Manager
H Butcher	Company Secretary

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Compensation for Key Management Personnel

Short-term employee benefits Post employment benefits Other long-term benefits Termination benefits Share based payment	Consolidated
	2012 $ 2011 $ 954,739 901,613 95,431 65,520 - - - - 75,500 2,769,911
	1,125,670 3,737,044

Shareholdings of Key Management Personnel

The number of shares in the Company held by each director of Golden Rim as at 30 June 2012, including their personally related entities, is set out below:

Year ended 30 June 2012 Number of Shares held by Key Management Personnel

Name	Balance at start of the year Received during the year on the exercise of options Other changes during the year Balance at end of the year 20,535,208 - - 20,535,208 6,496,047 - (2,000,000) 4,496,047 3,068,222 - - 3,068,222 324,5191 - - 324,519 - - - - 472,500 - - 472,500 - - 100,000 100,000
R Crabb C Mackay G Rodgers G Lamont N Alhammadi P Olubas H Butcher Total
	30,896,496 - (1,900,000) 28,996,496

Year ended 30 June 2011 Number of Shares held by Key Management Personnel

Name	Balance at start of the year Received during the year on the exercise of options Other changes during the year Balance at end of the year 18,253,516 - 2,281,692 20,535,208 3,519,384 2,500,000 476,663 6,496,047 949,529 2,000,000 118,693 3,068,222 288,461 - 36,058 324,519 - - - - 330,000 - 142,500 472,500 - - - -
R Crabb C Mackay G Rodgers G Lamont N Alhammadi P Olubas H Butcher Total
	23,340,890 4,500,000 3,055,606 30,896,496

Option Holdings of Key Management Personnel

The number of options over ordinary shares in the Company held during the financial year by each director of Golden Rim, including their personally related entities, is set out below.

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

Year ended 30 June 2012 Number of Options held by Key Management Personnel

Name	Balance at start of the year Granted during the year as remuneration Options exercised during the year Options which have expired during the year Balance at end of the year Vested and exercisable at the end of the year 7,000,000 - - (4,000,000) 3,000,000 3,000,000 10,500,000 - - (2,000,000) 8,500,000 8,500,000 9,500,000 - - (2,000,000) 7,500,000 7,500,000 3,500,000 - - (2,000,000) 1,500,000 1,500,000 1,500,000 - - - 1,500,000 1,500,000 2,100,000 500,000 - (1,000,000) 1,600,000 1,600,000 2,100,000 500,000 - - 2,600,000 2,600,000
R Crabb C Mackay G Rodgers G Lamont N Alhammadi P Olubas H Butcher Total
	36,200,000 1,000,000 - (11,000,000) 26,200,000 26,200,000

Year ended 30 June 2011 Number of Options held by Key Management Personnel

Name	Balance at start of the year Granted during the year as remuneration Options exercised during the year Options which have expired during the year Balance at end of the year Vested and exercisable at the end of the year 4,000,000 3,000,000 - - 7,000,000 7,000,000 8,000,000 5,000,000 (2,500,000) - 10,500,000 10,500,000 7,500,000 4,000,000 (2,000,000) - 9,500,000 9,500,000 2,000,000 1,500,000 - - 3,500,000 3,500,000 - 1,500,000 - - 1,500,000 1,500,000 1,000,000 1,100,000 - - 2,100,000 2,100,000 600,000 1,500,000 - - 2,100,000 2,100,000
R Crabb C Mackay G Rodgers G Lamont N Alhammadi P Olubas H Butcher Total
	23,100,000 17,600,000 (4,500,000) - 36,200,000 36,200,000

Other Transactions with Directors

All transactions between related parties are on normal commercial terms and conditions and are conducted on an arms’ length basis.

19. Remuneration of Auditors

19. Remuneration of Auditors
Remuneration for audit or review of the financial reports of the parent entity or any entity in the consolidated entity Non audit services (taxation advice provided by Deloitte Touche Tohmatsu)	Consolidated
	2012 $ 2011 $ 45,094 42,104 22,623 10,500
	67,717 42,104

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

20. Related Parties

Directors and Key Management Personnel

Disclosures relating to directors and key management personnel are set out in the Directors’ Report and Note 18.

Wholly Owned Group

The Group consists of Golden Rim and its wholly controlled entities, Associated Gold Mines of Victoria Pty Ltd, Rimfire Resources Ltd, Golden Rim Mali SA, and Golden Rim Resources Burkina SARL and Talpha Burkina SARL. Golden Rim owns 90% of Golden Rim SAR Exploration SARL while the other 10% relates to non controlling interests.

Transactions between Golden Rim and subsidiaries in the Group during the year 30 June 2012 consisted of loans on an interest free basis with no fixed term and no specific repayment arrangements. No amounts were included in the determination of operating loss before tax of the parent entity that resulted from transactions with related parties in the wholly owned Group. Golden Rim made an additional provision for doubtful debts of $8,823,777 (2011 - $6,512,139) in relation to the loans made to its subsidiaries. Golden Rim also made a provision for diminution of $2,086 (2011: $144,928) in relation to the investment in its subsidiaries.

Aggregate amounts receivable from controlled entities in the Group at balance date were as follows:

Aggregate amounts receivable from controlled entities follows:	in the Group at balance date were as
Non current receivables Provision for doubtful debts	2012 $ 2011 $ 19,080,739 9,906,880 (19,080,739) (9,908,880)
	- -

Aggregate amounts receivable from the alliance company Royal Falcon (for the purposes of this Annual Report, Royal Falcon is treated as a joint venture company) at balance date are disclosed in note 13. During the reporting period, Golden Rim made an additional provision for doubtful debts of $135,875 (2011: $234,728) in relation to advances to the alliance company.

21. Expenditure Commitments

Exploration Commitments

The Group has the following expenditure commitments under joint venture agreements or other agreements for the acquisition of exploration interests.

Not later than one year Later than one year, but not later than 5 years	Consolidated
	2012 $ 2011 $ 458,591 2,321,879 820,739 972,420
	1,279,330 3,294,299

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

The above amounts are the Australian dollar ( AUD ) equivalent of the United States of America dollar ( USD ) commitments converted at the year end exchange rate of 1USD=0.9841AUD.

The joint venture agreements or other agreements for the acquisition of exploration interests noted above, all provide that Golden Rim may withdraw at any time, without minimum expenditure commitments.

Alliance Company Commitment

On 7 April 2009, the alliance company Royal Falcon (see note 13) executed a Farmin and Joint Venture Heads of Agreement with Drake Resources Limited ( Drake ).

Under the terms of the agreement, Royal Falcon has the right to earn a 51% interest in the Falun and Bersbo licences by spending USD3 million within three years. Royal Falcon then has the right to spend a further USD3 million to increase its interest to 75%. Royal Falcon must spend at least USD1 million on the licences before it can elect to withdraw from the Bergslagen Joint Venture.

Following Royal Falcon’s earn in of a 51% or 75% interest, Drake may elect to contribute its applicable share of joint venture expenditure or, if Drake’s interest falls below 5%, then Drake’s interests converts to a 2% Net Smelter Royalty payable by Royal Falcon.

Currently Royal Falcon has earned a 51% interest and has elected to proceed to increase this interest to 75%.

The total amount advanced by Royal Falcon under the agreement, as at 30 June 2012, is AUD3,643,180 (2011: AUD3,643,180).

Operating Lease Commitments

Non cancellable leases contracted for the lease of premises that have not been capitalised in the financial statements.

Not later than one year Later than one year, but not later than 5 years	Consolidated
	2012 $ 2011 $ 104,082 119,557 197,307 316,741
	301,389 436,298

22. Investments in Controlled Entities

Controlled Entities Associated Gold Mines of Victoria Pty Ltd* (Australia) Rimfire Resources Ltd1(Vanuatu) Golden Rim SAR Exploration SARL2(Mali) Golden Rim Mali SA2(Mali) Golden Rim Resources Burkina SARL2(Burkina Faso) Talpha Burkina SARL2(Burkina Faso)	Cost of Parent Entity’s Investment Equity 2012 $ 2011 $ 2012 116,974 116,974 100% 150,000 150,000 100% 338,834 338,834 90% 22,602 22,602 100% 2,141 2,141 100% 2,086 100% 632,637 630,551
		Holding
		2011
		100%
		100%
		90%
		100%
		100%
	632,637

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

1. Subsidiaries with a 30 June financial year end

1. Subsidiaries with a 31 December financial year end

On 4 October 2011 Golden Rim incorporated a wholly owned subsidiary, Talpha Burkina SARL with a share capital of $2,086.

23. Notes to the Statement of Cash Flows

(a) Reconciliation of Cash and Cash Equivalents

For the purposes of the Statement of Cash Flows, cash and cash equivalents includes cash on hand and at call deposits with banks, and investments in money market instruments net of outstanding bank overdrafts. Cash and cash equivalents at the end of the financial year as shown in the Statement of Cash Flows is reconciled to the related items in the Consolidated Statement of Financial Position as follows:

Cash at Bank	Consolidated
	2012 $ 2011 $ 2,214,189 5,442,653
	2,214,189 5,442,653

• (b) Reconciliation of Loss after Income Tax to Net Cash Flow from Operating Activities

Activities
Operating loss after income tax Non Cash Items Depreciation Gain on sale of non-current assets (includes cash portion) Exploration costs written off Directors’ remuneration options Share based payments Effect of foreign currency translation Change in operating assets and liabilities Decrease/(increase) in receivables Increase in other current assets (Decrease)/increase in trade and other creditors (Decrease)/increase in accruals Increase in provision for employee entitlements Net cash outflow from operating activities	Consolidated
	2012 $ (10,359,898) 218,958 (1,717,635) 9,621,033 - 184,975 (59,677) 66,840 (19,005) (73,958) (72,467) 56,837	2011 $
		(11,612,007)
		205,799
		(321)
		6,249,164
		2,431,148
		641,363
		237,159
		(39,319)
		(86,156)
		165,820
		57,437
		97,250
	(2,153,997)	(1,652,663)

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

24. Earnings Per Share

24. Earnings Per Share
	2012	2011
	Cents	Cents
Basic and diluted loss per share	(2.68)	(3.41)
Weighted average number of shares outstanding during
the year used in the calculation of basic loss per share	380,992,912	332,810,013

As detailed in note 16(b) the Company has on issue 29,950,000 unlisted options to subscribe for fully paid ordinary shares exercisable between 14 cents and 29 cents each at any time on or before the expiry dates. As the exercise price of these options at balance date was greater than the market price of the shares, it is considered the options are unlikely to be exercised and consequently have not been considered dilutive.

None of the options have been included in the determination of basic earnings per share.

The loss attributable to the owners of the Company has been used in the calculation of basic loss per share.

25. Financial Instruments

Net Fair Value of Financial Assets and Liabilities

The net fair value of financial assets and financial liabilities of the Group approximates their carrying value. No financial assets and financial liabilities are readily traded on organised markets in standardised form other than listed investments.

The aggregate net fair values and carrying amounts of financial assets and financial liabilities are disclosed in the Consolidated Statement of Financial Position and in the notes to and forming part of these financial statements.

Page | 65

Net Fair Value of Financial Assets and Liabilities for the Consolidated Group

Financial Assets Cash and cash equivalents Trade and other receivables Other financial assets Total Financial Assets Interest Rate Financial Liabilities Trade and other payables Interest bearing liabilities Non interest-bearing loans Total Financial Liabilities
	Fixed Interest Rate Floating Interest Rate Non interest Bearing Total
	2012 $ 47,456 - -	2011 $ 2012 $ 4,069,916 450,947 - 11,433 - -	2011 $ 2012 $ 51,585 1,715,786 11,052 257,049 - 1,030,303	2011 $ 2012 $ 1,321,152 2,214,189 369,367 268,482 30,303 1,030,303	2011 $
					5,442,653
					380,419
					30,303
	47,456	4,069,916 462,380	62,637 3,003,138	1,720,822 3,512,974	5,853,375
	5.38%	6.36% 1.59%	0.52%
	- - -	- - - - - -	- 240,336 - - - -	376,264 240,336 - - - -
					376,264
					-
					-
	-	- -	- 240,336	376,264 240,336	376,264

The fixed interest rate cash and cash equivalents are held in two term deposits of one month and 6 months.

Interest Rate Risk

The economic entity’s exposure to interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates and the effective weighted average interest rate on classes of financial assets and liabilities. The Group does not have a major exposure in this area as the interest rate earned on deposited funds does not vary greatly from month to month.

Sensitivity Analysis

The Company has performed a sensitivity analysis relating to its exposure to interest rate risk at balance date. This sensitivity analysis demonstrates the effect on the current year results and equity which could result from a change in these risks.

Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

At 30 June 2012, the effect on profit and total equity as a result of changes in the interest rate with all other variables remaining constant would be as follows:

Change in loss - Increase interest rate by 1% (one basis point) - Decrease interest rate by 1% (one basis point) Change in equity - Increase interest rate by 1% (one basis point) - Decrease interest rate by 1% (one basis point)	Consolidated
	2012 $ 2011 $ 4,788 41,057 (4,575) (40,699) 4,788 41,057 (4,575) (40,699)

Credit Risk

The maximum exposure to credit risk, excluding the value of any collateral or other security at balance date to recognised financial assets is the carrying amount of those assets, net of any provisions for doubtful debts, as disclosed in the Consolidated Statement of Financial Position and notes to and forming part of the financial statements.

The economic entity does not have any material credit risk exposure to any single debtor or group of debtors under financial instruments entered by the economic entity.

Foreign Currency Risk and Sensitivity

The consolidated entity undertakes certain transactions denominated in foreign currencies, hence exposures to exchange rate fluctuations arise. There is currently no risk hedging system in place to manage exchange rate fluctuations.

The Group is exposed to fluctuations in foreign currencies arising from costs incurred on overseas mineral exploration tenements. Overseas expenses are paid at the spot rate applicable on the date the invoice is paid. The Group does not hedge to reduce the foreign exchange risk as the directors believe the risk is not significant. The carrying amount of the Group’s foreign currency denominated assets and liabilities at the reporting date in AUD is as follows:

ollows:
Australia Dollars	Consolidated Consolidated
	Liabilities Assets
	2012 $ 2011 $ 2012 $ 2011 $ 96,316 59,112 1,714,342 1,323,722

The table below details financial assets and liabilities of the consolidated entity exposed to foreign currency risk.

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Golden Rim Resources Ltd and Controlled Entities

Notes to the Financial Statements for the Year Ended 30 June 2012

Cash and cash equivalents - USD - CFA - EURO Trade and other payables - USD - CFA - EURO	Consolidated
	2012 $ 2011 $ 1,306,076 1,112,715 250,000 211,007 158,266 - - 12,270 96,316 23,090 - 23,752

Sensitivity Analysis

The table below summarises the impact of a 10% weakening/strengthening of the AUD against both the USD and the CFA Franc in the movement of the financial assets and liabilities listed in the previous table.

		Consolidated
	AUD	2012	2011
		$	$
Change in profit
- Increase in USD rate by 10%	+10%	(118,734)	(100,034)
- Decrease in USD rate by 10%	-10%	145,120	120,919
- Increase in CFA rate by 10%	+10%	(13,971)	2,203
- Decrease in CFA rate by 10%	-10%	17,076	(2,439)
- Increase in EURO rate by 10%	+10%	(14,388)	2,541
- Decrease in EURO rate by 10%	-10%	17,575	(2,172)
Change in equity
- Increase in USD rate by 10%	+10%	(118,734)	(100,034)
- Decrease in USD rate by 10%	-10%	145,120	120,919
- Increase in CFA rate by 10%	+10%	(13,971)	2,203
- Decrease in CFA rate by 10%	-10%	17,076	(2,439)
- Increase in EURO rate by 10%	+10%	(14,388)	2,541
- Decrease in EURO rate by 10%	-10%	17,585	(2,172)

Liquidity Risk

The Group manages liquidity risk by monitoring forecast cash flows.

The Company does not conduct any sensitivity analysis on credit, interest rate or foreign currency as the amounts are not material.

Market Price Risk

The consolidated entity is not exposed to any significant material market price risk.

26. Events Occurring after Balance Date

Since the end of the financial year, except as stated below and elsewhere in this Annual Report, there has not been any matter or circumstances occurring subsequent to the end of the financial year that has significantly affected, or may significantly affect the operations of

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

the consolidated entity, or the state of affairs of the consolidated entity in future financial years.

The Company conducted a capital raising consisting of a placement and a Share Purchase Plan.

The placement was for 25.4 million fully paid ordinary shares in the Company at an issue price of 10 cents per share to raise $2.54 million ( Placemen t). The Placement was completed under the Company’s 15% placement capacity under ASX Listing Rule 7.1. The shares under the Placement were allotted on 2 August 2012.

The Share Purchase Plan ( Plan ) offered to eligible shareholders parcels of $2,500 (25,000 shares); $7,500 (75,000 shares); or $15,000 (150,000 shares) worth of shares. The Plan was to raise up to a maximum of $2 million. As a general principle, the shares were allocated on a first come first served basis. The shares under the Plan were allotted on 30 August 2012.

Funds raised by the Placement and the Plan are for the Company’s next phase of exploration. This work will focus on deeper diamond drilling on the high grade Netiana Lodes at Balogo, metallurgical testwork, and the completion of a maiden JORC resource estimate. The funds will also allow work to progress the Company’s second gold project at Yako.

On 13 September 2012, the Company received cash calls with respect to Bergslagen Joint Venture expenditure. The Company subsequently paid these cash calls totalling US$258,372.

27. Contingent Liabilities

The consolidated entity did not have any contingent liabilities at 30 June 2012 or 30 June 2011.

28. Segment Information

The Group operates in one business, namely exploration for mineral resources in various geographical regions. The financial results from this business are presented to the Board on a geographical basis. Information on a geographical segment basis is presented below: The geographical segments of the consolidated entity are as follows:

2012

	Australia	Europe	Africa	South	Eliminations /	Economic
				Pacific	Unallocated	Entity
Segment revenue	1,869	-	1,718,315	-	82,290	1,802,474
Segment result	(76,057)	(37,914)	(7,874,456)	(4,420)	(2,367,051)1	(10,359,898)
Income tax expense	-	-	-	-	-	-
Segment assets	1,140,381	-	766,547	26,991	2,231,7022	4,165,621
Segment liabilities	-	-	96,316	-	302,466	398,782
Mineral exploration
expenditure written
off	-	37,914	9,452,256	3,902	126,961	9,621,033
Depreciation expense	77,926	-	140,515	517	-	218,958
Additions to non
current assets	54,835	-	-	166,563	-	221,398

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Golden Rim Resources Ltd and Controlled Entities Notes to the Financial Statements for the Year Ended 30 June 2012

1. This includes Directors’ remuneration options, share based payments and consultancy and employee expenses

2. This includes cash held by the parent entity in Australia

2011

	Australia	Europe	Africa	South	Eliminations /	Economic
				Pacific	Unallocated	Entity
Segment revenue Segment result	- (95,226)	- (113,786)	- (6,014,016)	- (13,735)	302,924 (5,375,244)1	302,924 (11,612,007)
Income tax expense Segment assets	- 164,153	- -	- 731,913	- 27,735	- 5,616,5202	- 6,540,321
Segment liabilities	-	-	98,031	-	379,841	477,873
Mineral exploration
expenditure written
off	-	113,786	5,905,307	11,871	218,201	6,249,164
Depreciation expense	95,226	-	108,709	1,864	-	205,799
Additions to non
current assets	58,645	-	530,620	-	-	589,265

1. This includes Directors’ remuneration options, Share based payments and consultancy and employee expenses

2. This includes cash held by the parent entity in Australia

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in note 2. Segment profit represents the profit earned by each segment without allocation of central administration costs and directors’ salaries, share of profits of associates, gain recognised on disposal of interest in former associate, investment income, gains and losses, finance costs and income tax expense. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

29. Acquisition of Non Controlling Interest

During November 2010 Golden Rim paid $144,928 to acquire an additional 15% in Golden Rim SAR Exploration SARL (SAR), a company incorporated in Mali, increasing its ownership from 75% to 90%. The carrying amount of SAR’s net assets in the consolidated financial statements on the date of the acquisition was a deficiency of $3,279,753. The Group recognised a decrease in non-controlling interest of $501,454 and an increase in accumulated losses of $646,382.

The following summarises the effect of changes in the Group’s (parent) ownership interest in SAR:

Cost of acquisition of 15% Effect of increase in parent’s ownership interest Goodwill recognised on acquisition	$ 144,928 501,454
	646,382

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Golden Rim Resources Ltd and Controlled Entities

Directors’ Declaration

The directors declare that:

• (a) in the directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become due and payable;

• (b) in the directors’ opinion, the attached financial statements are in compliance with International Financial Reporting Standards, as stated in note 2(c) to the financial statements;

• (c) in the directors’ opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the consolidated entity; and

• (d) the directors have been given the declarations required by section 295A of the Corporations Act 2001.

Signed in accordance with a resolution of the directors made pursuant to section 295(5) of the Corporations Act 2001.

On behalf of the Directors

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Gilbert Rodgers Executive Director (Finance) 27 September 2012

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Deloitte Touche Tohmatsu ABN 74 490 121 060

Woodside Plaza Level 14 240 St Georges Terrace Perth WA 6000 GPO Box A46 Perth WA 6837 Australia

Independent Auditor’s Report to the members of Golden Rim Resources Ltd

Tel: +61 8 9365 7000 Fax: +61 8 9365 7001 www.deloitte.com.au

Report on the Financial Report

We have audited the accompanying financial report of Golden Rim Resources Ltd, which comprises the statement of financial position as at 30 June 2012, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors’ declaration of the consolidated entity, comprising the company and the entities it controlled at the year’s end or from time to time during the financial year as set out on pages 36 to 71.

Directors’ Responsibility for the Financial Report

The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error. In Note 2(a), the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the consolidated financial statements comply with International Financial Reporting Standards.

Auditor’s Responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control, relevant to the entity’s preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Liability limited by a scheme approved under Professional Standards Legislation.

Member of Deloitte Touche Tohmatsu Limited

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Auditor’s Independence Declaration

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 . We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of Golden Rim Resources Ltd, would be in the same terms if given to the directors as at the time of this auditor’s report.

Opinion

In our opinion:

• (a) The financial report of Golden Rim Resources Ltd is in accordance with the Corporations Act 2001 including:

• (i) giving a true and fair view of the consolidated entity’s financial position as at 30 June 2012 and of its performance for the year ended on that date; and

• (ii) complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and

• (b) the consolidated financial statements also comply with International Financial Reporting Standards as disclosed in Note 2(a).

Report on Other Legal and Regulatory Requirements

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 22 to 26 of the directors’ report for the year ended 30 June 2012. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001 . Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Opinion

In our opinion the Remuneration Report of Golden Rim Resources Ltd for the year ended 30 June 2012, complies with section 300A of the Corporations Act 2001 .

DELOITTE TOUCHE TOHMATSU

Chris Nicoloff

Partner Chartered Accountants Perth, 27 September 2012

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Golden Rim Resources Ltd and Controlled Entities

Additional Shareholder Information

The following additional information dated 31 August 2012 is provided in compliance with the requirements of ASX Limited.

Distribution of Listed Ordinary Shares and Options

The following is an analysis of the number of shareholders by size of holding.

Distribution	No. of Shareholders
1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over Total Shareholders	342 589 384 1,526 509
	3,350

There were 742 shareholders holding less than a marketable parcel of shares and 1,555 shareholders holding less than an economic parcel of shares.

The percentage of the total of the 20 largest holders of ordinary shares was 48%.

20 Largest Shareholders

The names of the 20 largest shareholders of shares are listed below:

Name	No of Shares Held %
PAL Technology Services LLC HSBC Custody Nominees Australia Ltd J P Morgan Nom Aust Ltd Crabb Rick National Nom Ltd Citicorp Nom Pty Ltd Zadnik Holdings Pty Ltd Suncorp Customer Services Pty Ltd Metallica investments Pty Ltd Hao Yun Ltd HSBC Custody Nominees Australia Ltd Regency Developments WA Pty Ltd Oregon Nominees Ltd Earth Science Solutions Pty Nefco Nominees Pty Ltd Jansen William + MG Fitel Nominees Ltd Madden Frederick Robert Forty Traders Ltd Rodgers Gilbert Total	52,521,875 11.45 33,107,545 7.22 29,178,162 6.36 18,108,601 3.95 14,709,707 3.21 11,004,797 2.40 6,273,264 1.37 6,000,000 1.31 5,864,955 1.28 4,985,641 1.09 4,915,590 1.07 4,521,063 0.99 4,350,000 0.95 4,025,000 0.88 4,000,000 0.87 3,475,000 0.76 2,962,167 0.65 2,829,767 0.62 2,812,500 0.61 2,757,861 0.60
	218,403,495 47.64

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Golden Rim Resources Ltd and Controlled Entities

Substantial Shareholders

The substantial shareholders of the Company are as follows:

Name	No of Shares Held	%
PAL Technology Services LLC (Royal Group)	54,481,450	11.87
Acorn Capital Limited	28,538,083	7.03

Voting Rights

The Company's share capital is of one class being ordinary shares. The voting rights attached to those shares are that on a show of hands every shareholder present in person or by proxy shall have one vote and upon a poll each share shall have one vote.

Restricted Securities

There are no shares on issue that have been classified by ASX Limited, as restricted securities.

Securities Exchange Listing

Golden Rim shares are listed on the Australian Securities Exchange. The home branch of the exchange is in Perth.

The Company’s shares only are quoted on the Berlin Stock Exchange in Germany.

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Golden Rim Resources Ltd and Controlled Entities

Tenement Schedule

Tenement name	Project	Golden Rim	Golden Rim’s	Target
	name	Holding	potential equity	commodity
		(%)	(%)
Mali
Kolomba	Sepola	90	90	Gold
Gourbassi East	Sepola	90	90	Gold
Keniebandi East	Sepola	100	100	Gold
Faraba	Faraba	100	90	Gold
Niaouleni West	Faraba	90	90	Gold
Burkina Faso
Dioga	Sebba		100	Gold
Yipely	Sebba	100	100	Gold
Gandi	Sebba		100	Gold
Komondi	Sebba		100	Gold
Diagotta	Sebba		100	Gold
Namantougou	Sebba		100	Gold
Maba	Sebba	100	100	Gold
Nasoulou	Sebba	100	100	Gold
Babonga	Sebba	100	100	Gold
Zanna	Yako		100	Gold
Tanlili	Yako		100	Gold
Balogo	Balogo	100	100	Gold
Dabiyan III	Balogo		100	Gold
Zaptenga	Balogo	100	100	Gold
Sakaro	Balogo		100	Gold
Antyaga	Diapaga		100	Gold
Bagari	Diapaga		100	Gold
Gounda	Diapaga		100	Gold
Kountiagou	Diapaga		100	Gold

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