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21 May 2009

Companies Announcement Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000 By e-lodgement

Dear Sir/Madam

DESPATCH OF PROSPECTUS AND ENTITLEMENT FORMS

The Company is pleased to announce that despatch of the Rights Issue Prospectus and the Entitlement Forms, as announced on 5 May 2009, has been completed today.

We also attach a copy of the final printed Prospectus.

Please contact our office if you have any queries.

Yours faithfully

GOLDEN RIM RESOURCES LTD

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GILBERT RODGERS Company Secretary

Golden Rim Resources Ltd ABN 39 006 710 774

Head Office: Level 2, 10 Outram Street, West Perth, WA 6005, Australia Telephone: +61 8 9481 5758 Facsimile: +61 8 9481 5759 Email: [email protected] Website: www.goldenrim.com.au

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GOLDEN RIM RESOURCES LTD ABN 39 006 710 774

Prospectus

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GOLDEN RIM RESOURCES LTD ACN 006 710 774

RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

For a pro-rata renounceable rights issue of up to 104,657,587 New Shares on the basis of 1 New Share for every 1 Share held on the Record Date of 15 May 2009 at an issue price of $0.03 per New Share to raise up to $3,139,728.

LEAD MANAGER– PATERSONS SECURITIES LIMITED THIS OFFER IS PARTIALLY UNDEWRITTEN BY PATERSONS SECURITIES LIMITED

The Rights Issue closes at 5.00pm WST on 4 June 2009.

IMPORTANT NOTICE

This Prospectus is dated 6 May 2009. This document is important and requires your immediate attention. It should be read in its entirety. If you do not understand its content or are in doubt as to the course you should follow, you should consult your stockbroker or professional adviser.

Investment in securities offered by this Prospectus should be considered speculative.

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CORPORATE DIRECTORY

DIRECTORS

Mr Rick Crabb (Non-Executive Chairman) Mr Craig Mackay (Managing Director) Mr Gilbert Rodgers (Executive Director) Mr Glenister Lamont (Non-Executive Director)

COMPANY SECRETARY REGISTERED AND PRINCIPAL OFFICE

Mr Gilbert Rodgers

Level 2 10 Outram Street WEST PERTH WA 6005 AUSTRALIA Telephone: + 61 8 9481 5758 Facsimile: + 61 8 9481 5759 Email: [email protected] www.goldenrim.com.au

LEAD MANAGER AND UNDERWRITER SOLICITORS AUDITORS

UNDERWRITER Paterson Securities Limited Level 23, Exchange Plaza 2 The Esplanade PERTH WA 6000 Telephone: + 61 8 9263 1111 Facsimile: + 61 8 9325 5123 Email: [email protected] www.psl.com.au SOLICITORS Blakiston & Crabb 1202 Hay Street WEST PERTH WA 6005 AUDITORS Stantons International Level 1 1 Havelock Street WEST PERTH WA 6005 SHARE REGISTRY Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153 Telephone: + 61 8 9315 2333 Facsimile: + 61 8 9315 2233 Postal Address: PO Box 535 APPLECROSS WA 6953

ASX CODE

GMR

GOLDEN RIM RESOUCES LTD 1

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LETTER FROM THE CHAIRMAN

Dear Valued Shareholder

The past 6 months have been a particularly busy and exciting time for your Company. There has been a clear shift in focus with the intended divestment of the Company’s Pacific interests and a channelling of efforts towards its West African gold projects (with Mali being the main focus area) and the acquisition of other quality international projects.

The Company’s two new gold projects in Mali, Sepola and Sanso, are proving to be exciting opportunities. Both are strategically located near major operating gold mines and offer the Company the lower cost option of possibly toll treating its gold resources instead of building its own mill. The Company is presently concentrating its efforts on the Sepola Gold Project where previous drilling data has defined an Inferred Resource of 162,000 oz of gold. This resource is open along strike and at depth and the Company is confident that the planned additional drilling will enable the resource to be increased. The Golden Rim directors consider the Sepola Gold Project to have the potential to produce a major gold deposit.

Following the formation of the alliance company, Royal Falcon Mining LLC (" Royal Falcon ") with the Royal Group in Abu Dhabi, the executive management team has undertaken an extensive search for major mineral projects. The Company was pleased to recently announce that Royal Falcon had entered into a Farmin and Joint Venture Heads of Agreement (" Bergslagen Joint Venture ") in respect of the advanced Falun and Bersbo poly-metallic projects located in the Bergslagen district in central Sweden. A modern integrated approach to exploration has not yet been applied to the mineralised system at Falun and the Bergslagen Joint Venture intends to undertake a significant drilling program to test the potential for further mineral discovery in the system. Historic drilling data suggest the potential exists for considerable volumes of gold and copper mineralisation at viable grades.

The Company is undertaking a capital raising by a Rights Issue and thus seeks further support from Shareholders to undertake a drilling program at the Sepola Gold Project in Mali and to fund the Company’s contribution to expenditure in the Bergslagen Joint Venture in Sweden. This rights issue is offered to existing Shareholders at a discounted price to the prevailing market price. The Directors believe it offers an opportunity for Shareholders to further participate in the Company’s expansion. This issue is renounceable, meaning that you may sell your rights through trading on the stock exchange, if you do not wish to take up your rights. I encourage you to discuss the rights issue with your broker and/or other qualified advisors.

We are also pleased that Patersons Securities Limited, a well established and respected broking firm is partially underwriting this Rights Issue.

Although in the midst of a global economic crisis, the Company is expanding its interests. New opportunities have arisen and we have endeavoured to position ourselves to take advantage of these. I urge Shareholders to act promptly to take up their share entitlements. Management is working diligently on progressing the Company’s projects and advancing the Company’s interests. The Board is grateful for Shareholder support in these difficult economic times and wishes to thank all of its stakeholders for their continuing interest in Golden Rim.

Rick Crabb Chairman GOLDEN RIM RESOURCES LTD

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	TABLE OF CONTENTS
SECTION		PAGE
Section 1	DETAILS OF THE RIGHTS ISSUE	6 5
Section 2	EFFECT OF THE RIGHTS ISSUE ON THE COMPANY	13 12
Section 3	REVIEW OF OPERATIONS	16 15
Section 4	RISK FACTORS	28 27
Section 5	ADDITIONAL INFORMATION	32 31
Section 6	DEFINED TERMS	49 48
Section 7	DIRECTORS’ RESPONSIBILITY STATEMENT & CONSENT	51 50

Important Notes and Statements

This Prospectus is dated 6 May 2009. A copy of this Prospectus was lodged with the ASIC on that date. Neither the ASIC nor the ASX takes any responsibility for the contents of this Prospectus. No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. New Shares issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus. The Company will apply for the New Shares offered pursuant to this Prospectus to be quoted on ASX. An application for New Shares will only be accepted on the Entitlement and Acceptance Application Form accompanying this Prospectus.

This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom it would not be lawful to make such an offer or invitation. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

GOLDEN RIM RESOUCES LTD 3

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Summary of Important Dates *

Announcement of Rights Issue	6 May 2009
Prospectus Lodged at ASIC and ASX	6 May 2009
Notice sent to Shareholders containing information required by Appendix 3B	8 May 2009
"Ex" Date (date Shares are quoted ex-rights)	11 May 2009
Rights trading commences	11 May 2009
Record Date to determine Entitlements pursuant to Rights Issue	15 May 2009
Prospectus with Entitlement and Acceptance Application Form despatched	21 May 2009
Rights trading ends	28 May 2009
New Shares quoted on a deferred settlement basis	29 May 2009
Closing Date for acceptances and receipt of applications under the Rights Issue	4 June 2009
Despatch of holding statements	15 June 2009

* These dates are indicative only. The Directors reserve the right to vary the key dates, without prior notice and subject to compliance with the Listing Rules.

Key Definitions

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than used in full on each occasion and are set out in Section 6 of this Prospectus.

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Section 1 DETAILS OF THE RIGHTS ISSUE

1.1 Rights Issue

This Prospectus invites Eligible Shareholders to participate in a pro-rata renounceable Rights Issue of up to 104,657,587 New Shares on the basis of 1 New Share for every 1 Share held on the Record Date, at an issue price of $0.03 per New Share. Fractional entitlements will be rounded up to the nearest whole number.

The Rights Issue will raise up to $3,139,728 (less expenses of the Rights Issue estimated to be $237,651).

As at the date of this Prospectus, 104,657,587 Shares are on issue.

Existing holders of Options will not be entitled to participate in the Rights Issue. However, they may exercise their Options prior to the Record Date if they wish to participate in the Rights Issue.

The Company currently has on issue 33,150,000 Options with varying exercise prices and exercise dates (as set out in Section 2.2). Accordingly, in the event that these Options are exercised prior to the Record Date, this Prospectus will also offer to those Shareholders a further 33,150,000 New Shares to raise a further $994,500.

1.2 Underwriting

The Rights Issue is partially underwritten by Patersons Securities Limited to $1,500,000. Pursuant to the Underwriting Agreement, the Company will pay Patersons Securities Limited a corporate advisory fee of $40,000 (plus GST), an underwriting fee equal to 4% of the underwritten amount of $1,500,000 (being approximately $60,000) and a management fee of 1% of the total amount raised by the Rights Issue (being up to approximately $31,397 (plus GST)) and a selling fee of 4% on any amounts raised from what ever sources over and above the underwritten amount (being up to approximately $65,589 (plus GST)). A summary of the material terms of the Underwriting Agreement including rights of termination is set out in Section 5.5.

1.3 Rights Trading

Entitlements to New Shares pursuant to the Rights Issue are renounceable. This enables Shareholders who do not wish to subscribe for some or all of the New Shares under this Rights Issue to sell their respective Rights and also enables Shareholders to purchase additional Rights if they wish.

Rights trading commences on ASX on 11 May 2009 and will cease trading on 28 May 2009.

1.4 Opening and Closing Dates

The Rights Issue will open for receipt of acceptances at 9.00am WST on 21 May 2009 and will close at 5.00pm WST on 4 June 2009 or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may

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determine and provided that the Company gives ASX notice of the change at least 6 Business Days prior to the Closing Date.

1.5 Brokerage and Commission

No brokerage or stamp duty will be payable by Shareholders.

1.6 Entitlements and Acceptance

The number of New Shares to which you are entitled ("Entitlement" or "Rights") is shown in the accompanying Entitlement and Acceptance Application Form.

Acceptance of Entitlement in Full

If you wish to take up all of your Entitlement under the Rights Issue, please complete the Entitlement and Acceptance Application Form in accordance with the instructions on that form. Applications must not exceed your Entitlement as shown on the Entitlement and Acceptance Application Form. Applications exceeding your Entitlement will be deemed to be for your maximum Entitlement and any surplus subscription funds will be returned, without interest.

Partial Acceptance of Entitlement

If you wish to take up part of your Entitlement and sell the balance on the ASX, please follow the instructions set out on the reverse of the Entitlement and Acceptance Application Form under the section marked " In Part and Sale of the Balance of your Entitlement " and then liaise accordingly with your stockbroker.

Rights trading commences on 11 May 2009. You must deal with that part of your Entitlement which you do not intend to accept by close of trading on the ASX on 28 May 2009, when Rights trading ceases.

Acceptance of Terms

All applications for New Shares must be made on the Entitlement and Acceptance Application Form. Any application will be treated as an offer from the applicant to acquire New Shares on the terms and conditions set out in the Prospectus. The Directors reserve the right to reject any applications for New Shares.

Please ensure the completed Entitlement and Acceptance Application Form and your cheque are received by the Company's Share Registry at:

By Post:	By Delivery:
Security Transfer Registrars Pty Limited	Security Transfer Registrars Pty Limited
PO Box 535	770 Canning Highway
APPLECROSS WA 6953	APPLECROSS WA 6153
AUSTRALIA	AUSTRALIA

not later than 5.00pm WST on 4 June 2009 or such later date as the Directors advise. Cheques should be made payable to " Golden Rim Resources Ltd – Share Account " and crossed "Not Negotiable". Applicants may elect to pay for their entitlement via electronic funds transfer (" EFT "). Applicants should be aware that

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their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted electronically by the date and time mentioned above. If you elect to pay via EFT, you must follow the instructions for EFT set out in the Entitlement and Acceptance Application Form, including the instruction to quote your EFT Reference Number. You must also send the completed Entitlement and Acceptance Application Form together with a copy of your bank receipt in order for the application to be processed.

Sale of all your Entitlement on ASX

If you wish to sell all of your Entitlement on the ASX, please follow the instructions set out on the reverse of the Entitlement and Acceptance Application Form under the section marked " Sale of your Entitlement in full by your Stockbroker ".

Rights trading commences on 11 May 2009. You must deal with your Entitlement by close of trading on the ASX on 28 May 2009, when Rights trading ceases.

Transfer of Entitlement other than on Market using ASX

If you wish to transfer all or part of your Entitlement to another person or party other than on market using the ASX, then you must forward the following:

completed standard renunciation and transfer form (obtainable from your stockbroker or the Company’s share registry);
Entitlement and Acceptance Application Form completed by the transferee; and
transferee’s cheque for the amount due in respect of the New Shares to the Company’s Share Registry at:

By Post: By Delivery: Security Transfer Registrars Pty Limited Security Transfer Registrars Pty Limited PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 AUSTRALIA AUSTRALIA

Taxation Implications

Shareholders should obtain independent advice on the taxation implications arising out of their participation in the Rights Issue.

Enquiries

If you have any queries regarding your Entitlement, please contact Security Transfer Registrars Pty Limited on telephone number +61 8 9315 2333, or your stockbroker or professional adviser.

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Please note if you do not accept or sell your Entitlement in accordance with the instructions set out above, any Entitlement not accepted or sold will form part of the Shortfall.

1.7 Shortfall Securities

If you decide not to accept or sell all or part of your Entitlement pursuant to the Rights Issue, you are not required to take any action. The New Shares not accepted will form part of the Shortfall and will be dealt in accordance with this Section. In these circumstances, you will receive no benefit. Accordingly, it is important that you take action to either accept or renounce your Entitlement in accordance with the above instructions.

An application to participate in any Shortfall may be made by an Eligible Shareholder, a person invited to participate by the Directors and/or the Underwriter and who is entitled to participate under the laws of all relevant jurisdictions which apply to them, or any member of the public in Australia or New Zealand. If you wish to participate in any Shortfall that may arise under the Rights Issue, you should complete the Shortfall Application Form attached to this Prospectus.

Please ensure the completed Shortfall Application Form and your cheque is received by the Company's Share Registry at:

By Post: By Delivery: Security Transfer Registrars Pty Limited Security Transfer Registrars Pty Limited PO Box 535 770 Canning Highway APPLECROSS WA 6953 APPLECROSS WA 6153 AUSTRALIA AUSTRALIA

not later than 5.00pm WST on 4 June 2009 or such later date as the Underwriter in consultation with the Company advises. Cheques should be made payable to " Golden Rim Resources Ltd – Share Account " and crossed "Not Negotiable". Applicants may elect to pay for their entitlement via electronic funds transfer (“EFT”). Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted electronically by the date and time mentioned above. If you elect to pay via EFT, you must follow the instructions for EFT set out in the Entitlement and Acceptance Application Form, including the instruction to quote your EFT Reference Number. You must also send the completed Entitlement and Acceptance Application Form together with a copy of your bank receipt in order for the application to be processed.

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To the extent that Eligible Shareholders do not take up their Entitlement in full, the resultant Shortfall will be allocated at the discretion of the Underwriter in consultation with the Company and in accordance with the provisions of the Underwriting Agreement. In the event that applications for the Shortfall cannot be filled in full or in part, application monies (without interest) will be refunded by the Company in accordance with the provisions of the Corporations Act. Neither the Company nor the Underwriter guarantees that you will receive any Shortfall Securities.

The Company reserves the right to separately place any resultant Shortfall over and above the underwritten amount within 3 months after the Closing Date. The offer of any Shortfall is a separate offer made pursuant to this Prospectus and will remain open for up to 3 months following the Closing Date.

1.8 Withdrawal of Rights Issue

The Company, in consultation with the Underwriter, reserves the right not to proceed with the Rights Issue at any time before the issue of the New Shares to Eligible Shareholders. If the Rights Issue does not proceed, the Company will return all application monies as soon as practicable after giving notice of its withdrawal, without interest.

1.9 Issue and Allotment of New Shares and free attaching

The New Shares are expected to be issued and allotted by no later than 15 June 2009. Until issue and allotment of the New Shares under this Prospectus, application monies will be held in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on the application monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the New Shares takes place.

1.10 ASX Listing

The Company will make application to ASX within 7 days following the date of this Prospectus for official quotation of the New Shares offered pursuant to this Prospectus.

If approval for official quotation of the New Shares is not granted by ASX within 3 months after the date of this Prospectus, the Company will not allot or issue any New Shares and will repay all application monies (where applicable) as soon as practicable, without interest.

A decision by ASX to grant official quotation of the New Shares is not to be taken in any way as an indication of ASX’s view as to the merits of the Company, or the New Shares now offered for subscription.

1.11 No Issue of New Shares after 13 Months

No New Shares will be allotted or issued on the basis of this Prospectus later than 13 months after the date of this Prospectus.

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1.12 Overseas Investors

The Company is of the view that it is unreasonable to make an offer under this Prospectus to Eligible Shareholders outside of Australia, New Zealand and the United Arab Emirates having regard to:

(a) the number of Eligible Shareholders registered outside of Australia, New Zealand and the United Arab Emirates;
(b) the number and value of the securities to be offered to Eligible Shareholders registered outside of Australia, New Zealand and the United Arab Emirates; and
(c) the cost of complying with the legal requirements and requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, the Company is not required to make offers under the Prospectus to Eligible Shareholders registered outside of Australia, New Zealand and the United Arab Emirates (" Excluded Shareholders ").

The Company has appointed the Underwriter, on normal commercial terms, as nominee for the Excluded Shareholders to arrange the sale of the Rights which would have been offered to the Excluded Shareholders. The Company will transfer the Rights of the Excluded Shareholders to the nominee who will account to the Company's share registry who will then dispatch the funds (if any) to each individual Excluded Shareholder. The nominee will have the absolute and sole discretion to determine the timing and the price at which the Rights may be sold and the manner of any such sale. Neither the Company nor the nominee will be subject to any liability for failure to sell the Rights or to sell them at a particular price.

If, in the reasonable opinion of the nominee, there is not a viable market for the Rights or a surplus over the expenses of sale cannot be obtained for the Rights that would have been offered to the Excluded Shareholders, then the Rights will be allowed to lapse and they will form part of the Shortfall.

1.13 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the 3 months immediately preceding the date of this Prospectus and the respective dates of those sales were $0.068 on 10 April 2009 and $0.025 on 20 March 2009. The latest available market sale price of Shares on ASX immediately before the date of issue of this Prospectus was $0.050 on 1 May 2009.

The Company does not have quoted Options on issue.

1.14 Purpose of the Rights Issue and Use of Funds

The funds raised will be applied towards the following:

(a) expenses of the Rights Issue;
(b) funding the Company's gold exploration initiatives in Mali; and

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(c) funding of the Company's obligations in relation to the Farmin and Joint Venture Heads of Agreement between Royal Falcon Mining LLC (in which the Company has a 35% interest) and Drake Resources Limited (" Bergslagen Joint Venture ").

The application of the $3,139,728 raised under the Rights Issue is summarised as follows:

follows:
Use of Funds	Amount ($)
Expenses of the Rights Issue	240,000
Gold exploration initiatives in Mali	1,100,000
Bergslagen Joint Venture expenditure obligation (Company'sportion)	700,000
Golden Rim Project Generation	200,000
Royal Falcon Project Generation	200,000
Workingcapital and administration expenses	699,728
Total	3,139,728

The proposed expenditure will be refined to suit the results of the programs as they proceed.

Should the amount raised pursuant to this Prospectus be greater than the minimum subscription of $1,500,000 and less than the maximum subscription of $3,139,728 after accounting for the expenses of the Rights Issue, the funds will first be allocated to meeting minimum working capital and administration expenses, then proportionally allocated to funding Golden Rim’s share of drilling expenditure on the Bergslagen Joint Venture in Sweden and to funding Golden Rim’s planned drilling program in Mali. Expenditure on project generation work will depend if funds are remaining after these initial allocations.

1.15 Minimum Subscription

The minimum subscription of the Rights Issue is $1,500,000.

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Section 2 EFFECT OF THE RIGHTS ISSUE ON THE COMPANY

2.1 Principal Effects

Assuming the Rights Issue is fully subscribed the principal effects are as follows:

(a) the Company will issue 104,657,587 New Shares (excluding any Shares that may be the result of any Options that are exercised prior to the Record Date), and the total number of Shares on issue will increase to 209,315,174. The New Shares will constitute 50% of the expanded issued Share capital of 209,315,174 Shares. When aggregated with the number of Options previously issued by the Company, the total percentage of Shares in the Company the subject of this Rights Issue will constitute approximately 43% of the expanded issued capital of the Company on a fully diluted basis.
(b) the Rights Issue will also increase the Company's cash reserves by approximately $3,139,728 (before expenses of the Rights Issue) to enable the Company to pursue its objectives; and
(c) the equity of Excluded Shareholders who do not participate in the Rights Issue will be diluted as is evidenced from the information disclosed above.

2.2 Capital Structure on Completion of the Rights Issue

The pro-forma capital structure of the Company following the Rights Issue pursuant to this Prospectus is set out below:

Shares	Number
Existing Shares	104,657,587
Maximum number of New Shares to be issued pursuant to this Prospectus (assuming no existing Options are exercised)	104,657,587
Total Shares on issue after this Rights Issue	209,315,174

The Company also has the following unquoted Options on issue:

Expiry Date	Exercise Price	Number
30/06/10	$0.35	8,750,000
30/06/10	$0.40	7,750,000
31/12/10	$0.15	4,500,000
31/12/11	$0.15	12,150,000
Total Options on issue before and after this Rights Issue		33,150,000

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2.3 Pro-forma Balance Sheet

Set out as follows is an unaudited consolidated pro-forma balance sheet of the Company after the completion of the Rights Issue prepared on the basis of the audit reviewed accounts of the Company as at 31 December 2008, and adjusted for the following transactions and assumptions:

(1) the proceeds of the Offer of $3,139,728;
(2) the estimated expenses of the Offer of $237,651;
(3) no existing Options being exercised prior to the Record Date;
(4) the Current Liabilities of $238,591 at 31 December 2008 had been paid and the creditors and accruals of $39,306 at 31 March 2009 had been accounted for;
(5) the exploration, administration and working capital of $392,000 for the quarter ended 31 March 2009 had been paid; and
(6) plant and equipment to the value of $10,752 had been acquired.

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Pro Forma Consolidated Balance Sheet as at 31 December 2008

	Consolidated	Pro Forma
	(audit reviewed)	31 December 2008
	31 December 2008	reflecting Rights
		Issue
	$	$
Current Assets
Cash and cash equivalents	727,840	2,988,574
Trade and other receivables	97,355	97,355
Total Current Assets	825,195	3,085,929
Non-Current Assets
Other financial assets	44,934	44,934
Plant & equipment	88,398	99,150
Total Non-Current Assets	133,332	144,084
Total Assets	958,527	3,230,013
Current liabilities
Trade and other payables	132,759	39,306
Interest bearing liabilities	50,000	-
Non-interest bearing liabilities	55,832	-
Total Current Liabilities	238,591	39,306
Total Liabilities	238,591	39,306
Net Assets / (Liabilities)	719,936	3,190,707
Equity
Parent Equity Interest
Issued capital	18,390,076	21,292,153
Reserves	3,494,831	3,494,831
Accumulated losses	(21,166,847)	(21,598,153)
Total Parent Equity Interest	718,060	3,188,831
Outside Equity Interest in Controlled entities	1,876	1,876
Total Shareholders’ Equity	719,936	3,190,707

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Section 3 REVIEW OF OPERATIONS

3.1 Sepola Gold Project, Mali

(Golden Rim acquiring 90% interest in licences held by SAR Exploration SARL)

SAR Exploration SARL ("SAR Exploration") holds four licences (Kolumba, Gourbassi-Est, Koussilli Ouest and Koussilli Est) located in western Mali. Collectively the licences are known as the Sepola Project.

The Sepola Project covers an area of 231 square kilometres. It lies approximately 40 kilometres southeast along strike from the Sadiola and Yatela gold mines (greater than 10 million ounces of gold) and approximately 40 kilometres northwest of the Loulo gold deposit (greater than 11 million ounces of gold) (see Figure 1).

Golden Rim considers the Sepola Project to be highly prospective for the discovery of a major gold deposit. Geologically, the licences have a similar setting as that hosting the surrounding gold deposits. Major structures traverse the licences and they cover prospective Birimian greenstones. Surface gold anomalism in soil is widespread and extensive artisinal mining occurs at several prospect areas.

The previous explorer at Sepola reported, in accordance with the JORC Code, an Inferred Resource totalling 162,000 ounces at 1.6 g/t gold from two prospect areas (Magoyafara South and Linnguekoto). Most of this resource is comprised of shallow, open pittable, oxide gold mineralisation. In general the resources are open along strike and at depth. Planned additional drilling is expected to expand the number of ounces in this resource base. The potential for this drilling to locate higher grade gold mineralisation is considered excellent. Selected high grade gold intercepts at Sepola include: 18 m @ 8.19 g/t gold, 6 m @ 20.87 g/t gold, 7 m @ 16.03 g/t gold, 24 m @ 4.17 g/t gold and 7 m @ 6.68 g/t gold.

The close proximity of these Sepola gold resources to the Sadiola Mine and several other major gold mines offers scope for Golden Rim to investigate the option for the toll treating of ore and generating an early cash flow, should the planned exploration be successful.

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Figure 1. Location of the Sepola Project in Mali

3.2 Magoyafara South Prospect

The Magoyafara South gold deposit is located in the southeast corner of the Sepola project area and is comprised of gold-bearing quartz vein and disseminated sulphide mineralisation (mainly chalcopyrite) situated on the margins of a granitic intrusion. Golden Rim believes this disseminated-style of mineralisation offers considerable scope to delineate gold resources of considerable tonnage.

Drilling conducted by the previous owner obtained a number of significant gold intercepts. Some of the better gold intercepts (intercept grams x intercept metres greater than 10) are outlined in Table 1.

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Table 1. Magoyafara South Prospect – Significant Drilling Intercepts

Hole Number	From (m)	Intercept (g/t gold)
RCSP900	46	4 [email protected]
	61	4 [email protected]
RCSP919	72	6 [email protected],including1 [email protected]
RCSP941	63	6 m@ 20.87, including 1 m@ 121.6
RCSP1041	12	3 [email protected]
RCSP1068	0	15 [email protected]
RCSP1069	0	34 [email protected]
	37	17 [email protected]
RCSP1079	16	11 [email protected]
RCSP1080	17	3 [email protected]
RCSP1110	29	2 [email protected],including1 [email protected]
RCSP1128	65	7 m@ 6.68, including 1 m@ 33.9
RCSP1148	70	12 [email protected]
RCSP1168	118	20 [email protected]
RCSP1187	13	8 [email protected]
RCSP1188	1	7 [email protected]

An Inferred Resource of 2,800,000 tonnes at 1.6 g/t gold for 144,000 ounces of gold was calculated (0.5 g/t cut-off, minimum down hole intercept width of 3 metres, maximum of 3 metres internal dilution) for the previous owner.

Golden Rim has compiled previous drilling data and created a database. An assessment of the drilling data suggests the Magoyafara South mineralisation is relatively continuous and shallow dipping (see Figure 2). It is also open at depth and along strike.

3.3 Linnguekoto Prospect

At the Linnguekoto Prospect, located 7.5 kilometres northwest of Magoyafara South, significant high grade gold-bearing quartz vein / stockwork mineralisation has been uncovered by artisinal miners. A large number of artisinal miners are actively exploiting this hard rock mineralisation via numerous shafts which extend down to 25 - 50 metres in depth. The shafts presently cover an area of around 500 metres x 100 metres (see Photograph 1).

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Photograph 1. Hard rock artisanal mining via shafts at Linnguekoto Prospect

The prospect area is situated in a broad valley covered with shallow alluvium. The Linnguekoto mineralisation has no surface geochemical or geological expression.

Drilling conducted by previous explorers obtained a number of significant gold intercepts. Some of the better gold intercepts (intercept grams x intercept metres greater than 10) are outlined in Table 2.

Table 2. Linnguekoto Prospect – Significant Drilling Intercepts


Hole Number	From (m)	Intercept (g/t gold)
RCSP343	52	7 m @ 16.03, including 2 m @ 39.76 and 1 m @ 26.84
RCSP453	54	5 [email protected]
RCSP761	51	24 m @ 4.17, including 1 m @ 52.56 and 1 m @ 10.09
RCSP738	13	3 [email protected]
RCSP649	33	7 [email protected]
RCSP739	27	9 [email protected]
	91	18 m@ 8.19, including 3 m@ 39.7
RCSP651	30	15 [email protected],including1 [email protected]
RCSP734	13	3 [email protected]
RCSP730	22	2 [email protected]
RCSP735	13	9 [email protected]

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An Inferred Resource of 284,000 tonnes at 2.0 g/t gold for 18,000 ounces of gold at the Linnguekoto Prospect (0.5 g/t cut-off, minimum down hole intercept width of 3 metres, maximum of 3 metres internal dilution) was calculated for the previous owner.

Golden Rim has compiled previous drilling data and created a database. An assessment of the drilling data suggests the Linnguekoto gold mineralisation is open at depth and along strike to the south west. Highly significant intercepts such as 18 m @ 8.19 g/t gold in hole RCSP739 have not been followed-up at depth (see Figure 3).

The drilling database was given to mining consultants for independent review of the Linnguekoto resource. The mining consultants have confirmed that the previous calculations of the resource are a reasonable estimate of the mineralisation. The mining consultants also confirmed that there is potential for additional mineralisation along strike and down dip.

Planned Work

Golden Rim has just completed a refurbishment to the existing camp and has commenced field work. Geological mapping and rock chip sampling is presently being conducted over the Linnguekoto and Magoyafara resource areas.

Upon completion of the Rights Issue, a 2,500 metres reverse circulation and 500 metres diamond drilling program is planned to commence in mid-2009 to test for the strike and depth extensions to the Linnguekoto and Magoyafara South gold resources. Drilling contractor tendering and logistical preparation for this drilling has commenced.

3.4 Sanso Gold Project, Mali

(Golden Rim acquiring 90% interest in licences held by SAR Exploration)

SAR Exploration also holds the Sanso licence in southern Mali. The Sanso licence covers 4 square kilometres and lies on the northern boundary of the Morila gold mine lease in a similar geological setting. The Morila gold mine lies approximately 3 kilometres south of this boundary. By June 2006, a total of 18.7 million tonnes of ore had been processed at an average grade of 7.5 g/t producing 4.1 million ounces of gold. The Morila mine is currently producing 430,000 ounces of gold per year and its treatment life is currently planned to continue until 2012.

The close proximity of project to the Morila mine also offers scope for Golden Rim to investigate the option for the toll treating of ore, should the exploration be successful.

A geological mapping and surface geochemical sampling program is planned.

3.5 Sabeto Gold Project, Fiji

(Golden Rim 75%, Mincor Resources NL 25%)

Golden Rim controls the majority of the under-explored Navilawa Caldera (or Navilawa goldfield) in Fiji. The adjacent volcanic centre, the Tavua Caldera, located

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35 kilometres to the northeast hosts the giant Vatukoula gold deposit (greater than 10 million ounces of gold), which until recently was operated as a multi-shaft operation with production of some 120,000 ounces of gold per annum. Golden Rim considers the Navilawa Caldera to be just as prospective as the Tavua Caldera.

The Sabeto licence is also prospective for bonanza grade epithermal veining of similar style to the nearby Tuvatu gold deposit (1.64 million tonnes @ 8.5 grams per tonne (g/t) for 450,000 ounces of gold).

A renewal application for the Sabeto licence was recently lodged with the Mineral Resources Department of Fiji.

3.6 Webe Creek Gold Project, Vanuatu

(Golden Rim 81.25%, Mincor Resources NL 18.75%)

Webe Creek is situated on the Pacific Rim of Fire on the northern Island of Espiritu Santo in Vanuatu.

At the Laonasmata prospect, a 4 kilometre long and 300 metre wide mineralised zone has been identified. Coincident within the zone are outcropping epithermal gold and silver-bearing veins, anomalous gold-in-soil, hydrothermal alteration and geophysical - anomalies. The Laonasmata prospect is prospective for a ‘Porgera style’ (+14 million ounces) gold discovery.

A renewal application for the Webe Creek licence was recently lodged with the Department of Mineral Resources in Vanuatu.

3.7 Tafuse Gold Project, Vanuatu

(Golden Rim 75%, Mincor Resources NL 25%)

The Tafuse Licence adjoins Webe Creek to the north. Five gold targets have been identified, comprising epithermal alteration zones with gold mineralisation on surface. The most advanced prospect at Tafuse North consists of a series of explosive breccia bodies aligned over 700 metres along an elongated northwest trending zone with a coincident gold (generally greater than 0.5 g/t), arsenic, copper, lead and zinc soil anomaly. Exotic siliceous clasts in the breccia have assayed up to 10 g/t gold and 860 g/t silver.

Administrative delays from the Department of Mineral Resources in Vanuatu have continued to hamper the commencement of field work at Tafuse. Discussions will continue with the Mineral Resources Department and relevant Ministries to facilitate the commencement of exploration activities.

3.8 Royal Group Alliance

(Golden Rim 35%, Royal Group 65%)

On 30 July 2008, Golden Rim entered into an Alliance Agreement with PAL Technology Services LLC, a member of the Royal Group of Companies based in Abu

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Dhabi, United Arab Emirates (" UAE "), to jointly acquire, explore and develop major mineral projects (" Royal Group Alliance "). Initially, the alliance has focussed on projects in northern Africa.

The alliance partners have incorporated a purpose specific company, Royal Falcon Mining LLC (" Royal Falcon ") (Golden Rim 35% and PAL Technology Services LLC 65% equity interest respectively) in Abu Dhabi, UAE, to undertake operations for the alliance partners.

Golden Rim is responsible for the management of Royal Falcon. Funding of Royal Falcon is by way of loans from the alliance partners, supplemented by project funding as projects are developed. The alliance partners contribute funds to Royal Falcon in accordance with their equity interests.

Royal Falcon has completed detailed assessments on gold, base metal and iron ore projects in Sudan, Ethiopia, Eritrea and Sweden over the past few months. A number of exciting opportunities have been identified and the alliance partners are in the process of trying to acquire several projects.

3.9 Bergslagen Joint Venture, Sweden

(Royal Falcon earning 75% from Drake Resources Ltd)

Royal Falcon recently executed a Farmin and Joint Venture Heads of Agreement on the advanced Falun and Bersbo poly-metallic projects located in the Bergslagen district in central Sweden (“Bergslagen Joint Venture”).

Under the terms of the agreement, Royal Falcon has the right to earn a 51% interest in the Falun and Bersbo licences by spending US$3 million within three years. A further US$3 million can then be spent by Royal Falcon to increase this interest to 75%. Royal Falcon must spend at least US$1 million on the licences before it can elect to withdraw from the Bergslagen Joint Venture.

Royal Falcon has initially agreed not to manage the exploration work on the Bergslagen Joint Venture licences. However, the agreement provides that Royal Falcon may elect to take over and delegate management to Golden Rim.

3.10 Falun Copper - Gold - Zinc Project

The Falun Copper-Gold-Zinc Project comprises six licences covering 101 square kilometres around the historic mining centre of Falun, located 200 kilometres northwest of Stockholm.

Falun was first mined around 700AD, and was the largest copper producer 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 35 million 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.

At Falun, there are two main ore types (see Figure 4). The bulk of the mined orebody was made up by pyritic copper-zinc-gold massive sulphide ores. High-grade pods of

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siliceous copper-gold ore occur in the footwall alteration zone. A less well defined network of gold-bismuth veins also overprints part of the system.

There has been no exploration at the Falun mine for almost two decades. A review of the last exploration work undertaken at the mine shows that the approach was limited to ad hoc drilling around the edges of the orebody for extensions of the massive sulphides. In the final years of operation, a programme to assess the copper-gold and gold-bismuth ores was initiated, but it was left unfinished.

The Directors of Golden Rim believe there is potential for substantial discoveries near the old mine. Falun is located within a major siliceous alteration zone that extends continuously for eight kilometres within the licence. The zone is up to 800 metres in width and appears to continue at this size with depth. Comparisons with similar major ore systems such as Rosebery and Golden Grove in Australia suggest that only a small part of the potential ore system at Falun has been effectively explored.

A modern integrated approach to exploration has never been applied to the mineralised system at Falun. The Directors of Golden Rim believe that such an approach using detailed geology, including three dimensional mapping of the Falun orebodies, volcanic stratigraphy, alteration assemblages, litho-geochemistry patterns, down-hole geophysics, structural analysis, and significant drilling is required to effectively test the potential for discovery in the system.

With more than a millennium of mining history, the Falun mine is a historic site. In recognition of this, the old open pit and parts of the town have been placed on the World Heritage register. Open pit mining is precluded from within this area. However, the majority of the waste tips, and the industrial areas north and southeast of the old mine, are outside of the heritage site. The existing decline could be accessed below the floor of the pit from one of these areas.

A recent compilation of historic drilling data (985 holes) suggests considerable volumes of high grade gold and copper mineralisation remains at Falun, particularly to the east and west of the massive sulphide orebody which was the focus of past mining. The gold and copper mineralisation extends over broad zones to depths of more than 1000 metres. Only limited high grade parts of this mineralisation were selectively – mined for copper 100 300 years ago.

The extent of the Eastern Copper-Gold Zone has been partly defined by past mining and drilling. It extends for at least 500 metres (in a north-south orientation), is up to 200 metres wide, and extends to at least 550 m. Old mine reports suggest that it may extend to 1,100 metres depth. The Swedish mine geologists regarded the Eastern Copper-Gold Zone as a “stock work” or “stringer zone”.

A few shallow diamond holes drilled in the very upper portion of the Eastern CopperGold Zone in the final years of the operation returned encouraging intercepts of 42 m @ 3.4 g/t gold and 0.5% copper, 24 m @ 5.8 g/t gold and 0.5 % copper (ending in mineralisation) and 22 m @ 2.1 g/t gold and 2.0 % copper (starting in mineralisation) (see Figure 5).

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Underground diamond drilling between 200 and 400 metres depth below beneath these near-surface intersections indicate that mineralisation is present, but the mine geologists assayed only sporadic short intervals of 10-20 centimetre length, instead of the full length of mineralised core. It is believed that the reason for these unusual sampling protocols was a focus on the narrow quartz veins. Despite the incomplete sampling in this area, the individual short samples contained a number of high grade gold assays. For example, some of the better results include 0.26 m @ 190 g/t gold, 0.27 m @ 116 g/t gold, 0.48 m @ 60.4 g/t gold and 0.22 m @ 68 g/t gold.

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Photograph 2. The Falun open pit in central Sweden.

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Figure 4: Plan view at 145m level of the Falun Mine depicting the location of ore zones.

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Figure 5: Plan view depicting results of shallow drilling in the Eastern Copper-Gold Zone at Falun.

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3.11 Bersbo Copper- Zinc Project

The Bersbo Copper-Zinc Project comprises nine licences, covering over 275 square kilometres of the Bersbo massive sulphide belt. It is located approximately 150 kilometres southwest of Stockholm.

Copper was mined at Bersbo for almost 1000 years. It is believed to have been the second largest copper producer in the Bergslagen province. As the mining records are incomplete, the past production statistics, and tonnage and grade of the ore mined are not known. However, a report written in 1912, after the mine had closed, describes a parcel of ore of 50,000t with average grades of 20% Zn and 2% Cu remaining in the – mine. Grab samples taken from the surface dumps assayed in the ranges of 0.02 – 1.1% copper and 0.31 7.09% zinc. In addition, sampling by a previous mining company at prospects along the 50 kilometre strike-length of the prospective belt gives assays ranging up to 6.4% zinc, 0.9% copper, 0.4 g/t gold and 44 g/t silver.

Despite the past mining and records of widespread mineral occurrence, Bersbo lies in a "forgotten corner" of Bergslagen, off most geological or mineral exploration-related maps of the province. The last government mapping is believed to have been in the 1890s. The only known exploration in the last four decades was two holes drilled in the early 1990s, and a small electro-magnetic geophysical survey in the 1980s. Hence, the Bersbo area must also be regarded as almost totally unexplored in the current context.

A number of strong VTEM (Versatile Time domain Electromagnetic) geophysical conductors were recently discovered in a survey conducted by a previous explorer which are believed to be related to massive sulphide mineralisation. These conductors offer very attractive targets for drilling.

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Figure 6: Plan showing the Bersbo licences and the location of VTEM geophysical conductors.

Planned Work

At Falun, a major diamond drilling program is planned to test the copper-gold zones. It is expected that this drilling will be sufficient to enable an initial resource estimate for the copper-gold mineralisation to be calculated.

At Bersbo a diamond drilling program is planned to test for additional mineralisation at the Bersbo mine and to test the exciting VTEM geophysical targets.

3.12 New Projects for Golden Rim

In addition to acquiring projects under the Royal Group Alliance, Golden Rim will continue to actively seek new minerals projects in its own right which have the ability to add value to the Company. Recently the Company has reviewed additional significant oxide gold projects in Mali and in Ghana.

The information in this report that relates to exploration results is based on information compiled by Mr Craig Mackay who is a member of The Australasian Institute of Mining and Metallurgy. Mr Mackay is a consultant of Golden Rim Resources Ltd through Earth Science Solutions Pty 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.

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Section 4 RISK FACTORS

4.1 Introduction

This Section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Shareholders should be aware that an investment in the Company involves many risks, which may be higher than the risks associated with an investment in other companies. Shareholders should read the whole of this Prospectus in order to fully appreciate such matters and the manner in which the Company intends to operate before any decision is made to apply for New Shares.

There are numerous widespread risks associated with investing in any form of business and with investing in the share market generally. There is also a range of specific risks associated with the Company's business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the business of the Company.

The following summary, which is not exhaustive, represents some of the major risk factors of which potential investors need to be aware.

4.2 Exploration Success

The mineral tenements of the Company are at various stages of exploration, and potential investors should understand that mineral exploration and development are high-risk undertakings.

There can be no assurance that exploration of the tenements, or any other tenements that may be acquired in the future, will result in the discovery of an economic ore deposit. Even if an apparently viable deposit is identified, there is no guarantee that it can be economically exploited.

4.3 Resource Estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available. In addition, by their very nature, resource estimates are imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. This may result in alterations to development and mining plans which may, in turn, adversely affect the Company’s operations.

4.4 Economic Risks

General economic conditions, movements in interest, inflation and currency exchange rates may have an adverse effect on the Company’s exploration, development and production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company’s quoted securities regardless of the Company’s operating performance. Share market conditions are affected by many factors such as:

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(a) general economic outlook;
(b) interest rates and inflation rates;
(c) currency exchange rate fluctuations;
(d) changes in investor sentiment toward particular market sectors;
(e) the demand for, and supply of, capital; and
(f) terrorism or other hostilities.

4.5 Market Conditions

The market price of the New Shares can fall as well as rise and may be subject to varied and unpredictable influences on the market for equities in general and resource exploration stocks in particular. Neither the Company nor the Directors warrant the future performance of the Company or any return on an investment in the Company.

4.6 Operating Risks

The operations of the Company may be affected by various factors, including failure to locate or identify mineral deposits; failure to achieve predicted grade in exploration and mining; operational and technical difficulties encountered in mining; difficulties in commissioning and operating plant and equipment; mechanical failure or plant breakdown; unanticipated metallurgical problems which may affect extraction costs; adverse weather conditions; industrial and environmental accidents; industrial disputes; and unexpected shortages or increases in the costs of consumables, spare parts, plant and equipment.

4.7 Environmental Risks

As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to use its best endeavours to conduct its activities to a high standard of environmental obligation, including compliance with all environmental laws.

4.8 Additional Requirements for Capital

The Company’s capital requirements depend on numerous factors. Depending on the Company’s ability to generate income from its operations, the Company may require further financing in addition to amounts raised under the capital raising. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration programmes. There is however, no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company.

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4.9 Reliance on Key Management

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its senior management and its key personnel. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these employees cease their employment.

4.10 Foreign Investment Risk

The Company has operations and assets located in foreign jurisdictions. As a result, the Company is subject to political, economic and other uncertainties, including but not limited to changes in mining and exploration policies or the personnel administering them, nationalisation or expropriation of property, cancellation or modification of contractual rights, foreign exchange restrictions, currency exchange rate fluctuation, royalty and tax increase and other risks arising out of foreign government sovereignty over the areas in which the Company’s operations are conducted.

The Company's Mali and Swedish projects are subject to the risks associated in operating in a foreign country. These risks may include economic, social or political instability or change, hyperinflation, currency non-convertibility or instability and changes of law affecting foreign ownership, government participation, taxation, working conditions, rates of exchange control, exploration licensing, export duties, repatriation of income or return of capital, environmental protection, mine safety, labour regulations that require the employment of local staff or contractors or require other benefits to be provided to local residents.

The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

Any future material adverse changes in government policies or legislation in Mali or Sweden that affect foreign ownership, mineral exploration, development or mining activities, may affect the viability and profitability of the Company.

The legal systems operating in Mali may be less developed than more established countries, which may result in risk such as:

(a) political difficulties in obtaining effective legal redress in the courts whether in respect if a breach of law or regulation, or in an ownership dispute;
(b) a higher degree of discretion on the part of governmental agencies;
(c) the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights;
(d) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and
(e) relative inexperience of the judiciary and court in such matter.

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The commitment by local business people, government officials and agencies and the judicial systems to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, license application or other legal arrangements will not be adversely affected y the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

4.11 Future Government Actions

Future Mali or Swedish Government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in Mali and Sweden.

4.12 Joint Venture Parties, Contractors and Agents

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company or its associated companies (including Royal Falcon Mining LLC) is or may become a party; or insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activities.

4.13 Speculative Nature of Investment

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by Shareholders. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares offered under this Prospectus.

Accordingly, the New Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those New Shares.

Shareholders should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to take up their Entitlement.

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Section 5 ADDITIONAL INFORMATION

5.1 Legal Framework of this Prospectus

The Company is a "disclosing entity" under the Corporations Act and is subject to the regime of continuous disclosure and periodic reporting requirements. Specifically as a listed company, the Company is subject to the Listing Rules which require continuous disclosure to the market of any information possessed by the Company which a reasonable person would expect to have a material effect on the price or value of its Shares.

5.2 Applicability of Corporations Act

As a "disclosing entity", the Company has issued this Prospectus in accordance with section 713 of the Corporations Act applicable to prospectuses for an offer of securities which are quoted enhanced disclosure (" ED ") securities or options to acquire securities which are quoted as ED securities and the securities are in a class of securities or underlie a class of securities that were quoted ED securities at all times in the 3 months before the issue of this Prospectus.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the provisions of the Listing Rules as in force from time to time which apply to disclosing entities, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 12 months before the issue of this Prospectus.

The ASX maintains files containing publicly disclosed information about all listed companies. The Company's file is available for inspection at ASX in Perth during normal working hours. In addition, copies of documents lodged by, or in relation to, the Company with ASIC may be obtained from, or inspected at, any regional office of ASIC.

The New Shares to be issued under this Prospectus are in respect of a class of Shares that were continuously quoted securities at all times in the 3 months before the issue of this Prospectus.

5.3 Information Available to Shareholders

The Company will provide a copy of each of the following documents, free of charge, to any Shareholder who so requests during the application period under this Prospectus:

(a) the Annual Report of the Company for the year ending 30 June 2008; and
(b) the following documents used to notify ASX of information relating to the Company during the period after lodgement on 26 September 2008 of the Annual Report of the Company for the year ending 30 June 2008 and before the issue of this Prospectus:

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Date	Announcement
05/05/09	Reinstatement to OfficialQuotation
05/05/09	Renounceable Rights Issue and Appendix 3B
04/05/09	Suspension from OfficialQuotation
30/04/09	Amended ThirdQuarter Activities and Cash Flow Report
30/04/09	Request for TradingHalt
30/04/09	TradingHalt
29/04/09	ThirdQuarter Activities and Cash Flow Report
22/04/09	Appendix 3Y x 2
16/04/09	Broker Presentation
07/04/09	DRK Signs US$6m Agreement to Explore its Swedish Portfolio
07/04/09	Royal Falcon Signs JV on Large Gold Copper Project in Sweden
06/04/09	Request for TradingHalt
06/04/09	TradingHalt
16/03/09	Half Year Accounts
26/02/09	Mali Project Gold Resource
30/01/09	SecondQuarter Activities and Cash Flow Report
24/12/08	Change in substantial holding
23/12/08	Appendices 3Y x 4
09/12/08	SecondaryTradingNotice
09/12/08	Closure of Placement Issue
28/11/08	Response to ASXQueryre Appendix 5B
11/11/08	Results of Meeting
31/10/08	Amended Presentation Mining2008 Convention
30/10/08	Presentation at Mining2008 Convention Brisbane
28/10/08	FirstQuarter Activitiesand Cash FlowReports
13/10/08	Change in substantial holding
13/10/08	Change of Director's Interest Notice
10/10/08	Notice of AGM/ProxyForm and Annual Report
22/09/08	Full Year StatutoryAccounts
18/09/08	Appendix 3B
17/09/08	Results of Meeting
14/08/08	Notice of General Meetingand Letter to Shareholders
01/08/08	Golden Rim and Royal GroupSigned Strategic Alliance
31/07/08	FourthQuarter Activities and Cash Flow Report
27/06/08	Golden Rim To Acquire HighlyProspective Mali GroupProject
05/06/08	Change in substantial holding
14/05/08	Response to ASXQueryre: Appendix 5B
30/04/08	ThirdQuarter Activities and Cash Flow Report
18/03/08	Appendix 3Y
18/03/08	Appendix 3Y
11/03/08	Half Year Accounts
21/01/08	SecondQuarter Activities and Cash Flow Report
27/11/07	Appendix 3X
27/11/07	Appendix 3Y x 3
26/11/07	Appendix 3B
23/11/07	Results of 2007 AGM
20/11/07	Section 708A(5)(e)Notice

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20/11/07	Appendix 3B
09/11/07	Placement
01/11/07	Presentation at Mining2007 Convention Brisbane
01/11/07	Mincor and Golden Rim JV Fiji Significant New Results
19/10/07	FirstQuarter Activities and Cash Flow Report
19/10/07	Notice of Annual General Meeting/ProxyForm
10/10/07	Response to ASXQuery

5.4 Rights Attaching to New Shares

The New Shares to be issued pursuant to this Prospectus will rank equally in all respects with existing Shares in the Company. Full details of the rights attaching to the Company’s Shares are set out in its Constitution, a copy of which can be inspected at the Company’s registered office.

The following is a summary of the rights that attach to the Company’s existing Shares:

(a) Voting Rights :

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there is only one class of shares), at meetings of Shareholders of the Company:

(i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;
(ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder has one vote; and
(iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

(b)

Dividend Rights :

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the Directors may determine that a dividend is payable, fix the amount and the time for payment of the dividend and authorise the payment of crediting of the dividend by the Company to, or at the direction of, each Shareholder entitled to that dividend.

(c)

Rights on Winding Up :

Subject to the rights of holders of shares with special rights in a winding up, on a winding up of the Company all assets that may be legally distributed among

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members will be distributed in proportion to the number of shares held by them irrespective of the amount paid up or credited as paid up on the shares.

(d)

Transfer of Shares :

Subject to the Constitution and to any restrictions attached to a member's shares, a member may transfer any of the member's shares by a proper ASTC transfer, a written transfer in any usual form or in any other form approved by the Directors, or any other electronic system established or recognised by the Listing Rules.

The Directors may decline to register a transfer of shares (other than by ASTC transfer) where:

(i) the Listing Rules or the settlement rules of ASTC permit or require the Company to do so; or
(ii) the transfer is in breach of the Listing Rules or any escrow agreement relating to restricted securities entered into by the Company under the Listing Rules.

(e)

Future Increases in Capital:

The allotment and issue of any shares is under the control of the Directors. Subject to the Listing Rules, the Corporations Act and any special rights conferred on the holder of any shares, the Directors may allot or otherwise dispose of shares on such terms and conditions as they see fit.

(f)

Variation of rights :

Under the Corporations Act 2001, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares of that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

(g) ASX Listing Rules:

If the Company is admitted to the official list of ASX, then despite anything in the Constitution, if the Listing Rules prohibit an act being done, the act must not be done. Nothing in the Constitution prevents an act being done that the Listing Rules require to be done. If the Listing Rules require an act to be done or not to be done, authority is given for that act to be done or not to be done (as the case may be). If the Listing Rules require the Constitution to contain a provision or not to contain a provision the Constitution is deemed to contain that provision or not to contain that provision (as the case may be). If a

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provision of the Constitution is or becomes inconsistent with the Listing Rules, the Constitution is deemed not to contain that provision to the extent of the inconsistency.

5.5 Material Contracts

Pursuant to an Underwriting Agreement dated 6 May 2009 between the Company and Patersons Securities Limited (" Underwriter "), the Underwriter has agreed to underwrite $1,500,000 of the Rights Issue pursuant to this Prospectus.

Pursuant to the Underwriting Agreement, the Company will pay the Underwriter, for its role as Lead Manager and Underwriter, a corporate advisory fee of $40,000 (plus GST), an underwriting fee equal to 4% of the underwritten amount of $1,500,000 (being approximately $60,000) and a management fee of 1% of the total amount raised by the Rights Issue (being up to approximately $31,397 (plus GST)) and a selling fee of 4% on any amounts raised from what ever sources over and above the underwritten amount (being up to approximately $65,589 (plus GST)). In addition, the Company must pay, indemnify and keep indemnified the Underwriter for all costs incurred by the Underwriter in connection with the Rights Issue, including legal fees and disbursements and the reasonable costs of travel and accommodation, marketing and communication costs.

The Company has given warranties and covenants to the Underwriter which are usual in an agreement of this nature.

The Underwriting Agreement provides that the Underwriter may terminate the Underwriting Agreement and its obligation thereunder at any time without cost or liability to the Underwriter upon the occurrence of any one or more of the termination events (" Termination Event ") including:

(a) (Indices fall): any of the S&P 200 Index or the S&P 300 Metals and Mining Index as published by ASX is at any time after the date of the Underwriting Agreement 10% or more below its respective level as at the close of business on the Business Day prior to the date of the Underwriting Agreement; or
(b) (Share Price): the closing price of the Shares on the ASX for three consecutive trading days is less than $0.03; or
(c) (Prospectus): the Company does not lodge the Prospectus on the Lodgment Date set out in the Underwriting Agreement or the Offer is withdrawn by the Company; or
(d) (No Official Quotation): Official Quotation has not been granted for all the Rights Shares and Options by the Shortfall Notice Deadline Date or, having been granted, is subsequently withdrawn, withheld or qualified; or
(e) (Supplementary prospectus):
(i) the Underwriter, having elected not to exercise its right to terminate its obligations under the Underwriting Agreement as a result of an occurrence as described in clause 5.5(q)(vi), forms the view on reasonable grounds that a supplementary or replacement prospectus

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should be lodged with ASIC for any of the reasons referred to in section 719 of the Corporations Act and the Company fails to lodge a supplementary or replacement prospectus in such form and content and within such time as the Underwriter may reasonably require; or

(ii) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter; or
(f) (Non compliance with disclosure requirements): it transpires that the Prospectus does not contain all the information that investors and their professional advisers would reasonably require to make an informed assessment of: (i) the effect of the Offer on the Company; and (b) the rights and liabilities attaching to the Rights; or
(g) (Misleading Prospectus): it transpires that there is a statement in the Prospectus that is misleading or deceptive or likely to mislead or deceive, or that there is an omission from the Prospectus (having regard to the provisions of sections 711, 713 and 716 of the Corporations Act) or if any statement in the Prospectus becomes or is misleading or deceptive or likely to mislead or deceive or if the issue of the Prospectus is or becomes misleading or deceptive or likely to mislead or deceive; or
(h) (Restriction on allotment): the Company is prevented from allotting the Rights Shares and Sub Underwriter Commitment Options within the time required by the Underwriting Agreement, the Corporations Act, the Listing Rules, any statute, regulation or order of a court of competent jurisdiction by ASIC, ASX or any court of competent jurisdiction or any governmental or semi governmental agency or authority; or
(i) (Withdrawal of consent to Prospectus): any person (other than the Underwriter) who has previously consented to the inclusion of its, his or her name in the Prospectus or to be named in the Prospectus, withdraws that consent; or
(j) (ASIC application): an application is made by ASIC for an order under section 1324B or any other provision of the Corporations Act in relation to the Prospectus, the Shortfall Notice Deadline Date has arrived, and that application has not been dismissed or withdrawn;
(k) (ASIC hearing): ASIC gives notice of its intention to hold a hearing under section 739 of the Corporations Act in relation to the Prospectus to determine if it should make a stop order in relation to the Prospectus or the ASIC makes an interim or final stop order in relation to the Prospectus under section 739 of the Corporations Act; or
(l) (Takeovers Panel): the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances under Pt 6.10 of the Corporations Act, or an application for such a declaration is made to the Takeovers Panel; or

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(m) (Hostilities): there is an outbreak of hostilities or a material escalation of hostilities (whether or not war has been declared) after the date of this agreement involving one or more of Australia, New Zealand, Indonesia, Japan, Russia, the United Kingdom, the United States of America, India, Pakistan, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world; or
(n) (Authorisation): any Authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter; or
(o) (Indictable offence): a director or senior manager of a Relevant Company is charged with an indictable offence; or
(p) (Sub-underwriters): any of the Company Sub-Underwriters that are introduced by the Company do not comply with their obligations under the subunderwriting agreements or threaten to not comply with all of their respective obligations under the sub-underwriting agreements with the Underwriter; or
(q) (Termination Events): subject always to clause 13.2 of the Underwriting Agreement, any of the following events occurs:
(i) (Default): default or breach by the Company under the Underwriting Agreement of any terms, condition, covenant or undertaking; or
(ii) (Incorrect or untrue representation): any representation, warranty or undertaking given by the Company in the Underwriting Agreement is or becomes untrue or incorrect; or
(iii) (Contravention of constitution or Act): a contravention by a Relevant Company of any provision of its constitution, the Corporations Act, the Listing Rules or any other applicable legislation or any policy or requirement of ASIC or ASX; or
(iv) (Adverse change): an event occurs which gives rise to a Material Adverse Effect or any adverse change or any development including a prospective adverse change after the date of this Agreement in the assets, liabilities, financial position, trading results, profits, forecasts, losses, prospects, business or operations of any Relevant Company including, without limitation, if any forecast in the Prospectus becomes incapable of being met or in the Underwriter's reasonable opinion, unlikely to be met in the projected time; or
(v) (Error in Due Diligence Results): it transpires that any of the Due Diligence Results or any part of the Verification Material was false, misleading or deceptive or that there was an omission from them; or
(vi) (Significant change): a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor; or

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(vii) (Public statements): without the prior approval of the Underwriter a public statement is made by the Company in relation to the Offer, the Issue or the Prospectus except as required by law or the Listing Rules; or
(viii) (Misleading information): any information supplied at any time by the Company or any person on its behalf to the Underwriter in respect of any aspect of the Offer or the Issue or the affairs of a Relevant Company is or becomes misleading or deceptive or likely to mislead or deceive; or
(ix) (Official Quotation qualified): the Official Quotation is qualified or conditional other than as set out in the definition of "Official Quotation"; or
(x) (Change in Act or policy): there is introduced, or there is a public announcement of a proposal to introduce, into the Parliament of Australia or any of its States or Territories any Act or prospective Act or budget or the Reserve Bank of Australia or any Commonwealth or State authority adopts or announces a proposal to adopt any new, or any major change in, existing, monetary, taxation, exchange or fiscal policy; or
(xi) (Prescribed Occurrence): a Prescribed Occurrence occurs, other than as disclosed in the Prospectus; or
(xii) (Suspension of debt payments): the Company suspends payment of its debts generally; or
(xiii) (Event of Insolvency): an Event of Insolvency occurs in respect of a Relevant Company; or
(xiv) (Judgment against a Relevant Company): a judgment in an amount exceeding $50,000 is obtained against a Relevant Company and is not set aside or satisfied within 7 days; or
(xv) (Litigation): litigation, arbitration, administrative or industrial proceedings are after the date of this Agreement commenced or threatened against any Relevant Company, other than any claims foreshadowed in the Prospectus; or
(xvi) (Board and senior management composition): there is a change in the composition of the Board or a change in the senior management of the Company before Completion without the prior written consent of the Underwriter which consent is not to be unreasonably withheld; or
(xvii) (Change in shareholdings): there is a material change in the major or controlling shareholdings of a Relevant Company or a takeover offer or scheme of arrangement pursuant to Chapter 5 or 6 of the Corporations Act is publicly announced in relation to a Relevant Company; or

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(xviii) (Timetable): there is a delay in any specified date in the Timetable which is greater than 7 Business Days; or

(xix) (Force Majeure): a Force Majeure affecting the Company's business or any obligation under the Underwriting Agreement lasting in excess of 7 days occurs; or
(xx) (Certain resolutions passed): a Relevant Company passes or takes any steps to pass a resolution under section 254N, section 257A or section 260B of the Corporations Act or a resolution to amend its constitution without the prior written consent of the Underwriter; or
(xxi) (Breach of Material Contracts): any of the material contracts is terminated or substantially modified; or
(xxii) (Capital Structure): any Relevant Company alters its capital structure in any manner not contemplated by the Prospectus; or
(xxiii) (Investigation): any person is appointed under any legislation in respect of companies to investigate the affairs of a Relevant Company; or
(xxiv) (Market Conditions): a suspension or material limitation in trading generally on ASX occurs or any material adverse change or disruption occurs in the existing financial markets, political or economic conditions of Australia, Japan, the United Kingdom, the United States of America or other international financial markets.

Clause 13.2 of the Underwriting Agreement provides that the Underwriter may not exercise its rights under paragraph (q) above unless, in the reasonable opinion of the Underwriter reached in good faith, the occurrence of a Termination Event has or is likely to have, or two or more Termination Events together have or are likely to have:

(a) a Material Adverse Effect; or
(b) could give rise to a liability of the Underwriter under the Corporations Act or otherwise.

The following terms used in this clause 5.5 respect to the Underwriting Agreement are defined in the Underwriting Agreement as follows:

" Due Diligence Program " means the legal, accounting, commercial and other investigations of the assets and liabilities, financial position and performance, profits and losses and prospects of a Relevant Company (including its future business plans and financial forecasts) conducted in the period up until the date on which allotment of the last of the Rights Shares occurs in accordance with the Prospectus, as implemented by the planning memorandum adopted pursuant to a resolution of the Board;

" Due Diligence Results " means the results of the investigations which make up the Due Diligence Program, as maintained by the Company including but not limited to all due diligence reports and reports of the due diligence committee (established in connection with the Rights Issue), including all supporting documents and working papers to which the Due Diligence Program relates;

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" Event of Insolvency " means:

(a) a receiver, manager, receiver and manager, trustee, administrator, controller or similar officer is appointed in respect of a person or any asset of a person;
(b) a liquidator or provisional liquidator is appointed in respect of a corporation;
(c) any application (not being an application withdrawn or dismissed within 7 days) is made to a court for an order, or an order is made, or a meeting is convened, or a resolution is passed, for the purpose of:
(i) appointing a person referred to in paragraphs (a) or (b);
(ii) winding up a corporation; or
(iii) proposing or implementing a scheme of arrangement;
(d) any event or conduct occurs which would enable a court to grant a petition, or an order is made, for the bankruptcy of an individual or his estate under any Insolvency Provision;
(e) a moratorium of any debts of a person, or an official assignment, or a composition, or an arrangement (formal or informal) with a person's creditors, or any similar proceeding or arrangement by which the assets of a person are subjected conditionally or unconditionally to the control of that person's creditors or a trustee, is ordered, declared, or agreed to, or is applied for and the application is not withdrawn or dismissed within 7 days;
(f) a person becomes, or admits in writing that it is, is declared to be, or is deemed under any applicable legislation to be, insolvent or unable to pay its debts; or
(g) any writ of execution, garnishee order, mareva injunction or similar order, attachment, distress or other process is made, levied or issued against or in relation to any asset of a person;

" Force Majeure " means any act of God, war, revolution, or any other unlawful act against public order or authority, an industrial dispute, a governmental restraint, or any other event which is not within the control of the parties to the Underwriting Agreement;

" Insolvency Provision " means any Act relating to insolvency, sequestration, liquidation or bankruptcy (including any Act relating to the avoidance of conveyances in fraud of creditors or of preferences, and any Act under which a liquidator or trustee in bankruptcy may set aside or avoid transactions), and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person;

" Mandate " means the letter of agreement signed on 21 April 2009 between the Underwriter and the Company;

" Material Adverse Effect " means:

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(a) a material adverse effect on the outcome of the Rights Issue or on the subsequent market for the Rights Shares (including, without limitation, matters likely to have a material adverse effect on a decision of an investor to invest in Rights Shares); or
(b) a material adverse effect on the assets, condition, trading or financial position, performance, profits and losses, results, prospects, business or operations of the Company and its subsidiaries either individually or taken as a whole; or
(c) the Underwriter's obligations under the Underwriting Agreement becoming materially more onerous than those which exist at the date of the Underwriting Agreement; or
(d) a material adverse effect on the tax position of either:
(i) the Company and its subsidiaries either individually or taken as a whole; or
(ii) an Australian resident shareholder in the Company;

" Official Quotation " means the grant by ASX of "Official Quotation" (as that term is used in the Listing Rules) of all the Rights Shares when allotted which if conditional may only be conditional on the allotment of the Rights Shares;

" Prescribed Occurrence " means:

(a) the Company (or any subsidiary) converting all or any of its shares into a larger or smaller number of shares;
(b) the Company (or any subsidiary) resolving to reduce its share capital in any way;
(c) the Company (or any subsidiary):
(iii) entering into a buy-back agreement or;
(iv) resolving to approve the terms of a buy-back agreement under section 257C or 257D of the Corporations Act;
(d) the Company (or any subsidiary) making an issue of, or granting an option to subscribe for, any of its shares, or agreeing to make such an issue or grant such an option, other than an issue or agreement to issue in accordance with the Rights Issue or the terms of the Underwriting Agreement;
(e) the Company (or any subsidiary) issuing, or agreeing to issue, convertible notes;
(f) the Company (or any subsidiary) disposing, or agreeing to dispose, of the whole, or a substantial part, of its business or property;
(g) the Company (or any subsidiary) charging, agreeing to charge, the whole, or a substantial part, of its business or property;

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(h) the Company (or any subsidiary) resolving that it be wound up;
(i) the appointment of a liquidator or provisional liquidator to the Company (or any subsidiary);
(j) the making of an order by a court for the winding up of the Company (or any subsidiary);
(k) an administrator of the Company (or any subsidiary), being appointed under section 436A, 436B or 436C of the Corporations Act;
(l) the Company (or any subsidiary) executing a deed of company arrangement; or
(m) the appointment of a receiver, or a receiver and manager, in relation to the whole, or a substantial part, of the property of the Company (or any subsidiary);

" Relevant Company " means the Company and any subsidiary;

" Rights Shares " means 104,657,587 Shares the subject of the Rights Issue;

" Timetable " means the timetable for the Rights Issue set out in the Underwriting Agreement as varied from time to time by written agreement of the Company and the Underwriter; and

" Verification Material " means the material maintained by the Company being the documents and information provided by the Company in verification of statements made in the Prospectus.

5.6 Interests of Directors

(a) At the date of this Prospectus the relevant interests of each of the Directors in the Shares and Options of the Company are as follows:

Directors	Shares	Shares	Options	Options
	Direct	Indirect	Direct	Indirect
Rick Crabb	1,823,998	6,995,069~~(5)~~		1,750,000~~(1)~~ 1,750,000(2) 4,000,000(4)
Craig Mackay		1,690,000~~(6)~~		1,750,000~~(1)~~ 1,750,000(2) 2,500,000(3) 2,000,000(4)
Gilbert Rodgers	554,508	298,098~~(7)~~	1,750,000~~(1)~~ 1,750,000(2) 2,000,000(3) 2,000,000(4)
Glenister Lamont		125,000~~(8)~~	2,000,000~~(4)~~

Notes:

1. These unquoted Options are exercisable at $0.35 each on or before 30/06/10

2. These unquoted Options are exercisable at $0.40 each on or before 30/06/10

3. These unquoted Options are exercisable at $0.15 each on or before 31/12/10

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  4. These unquoted Options are exercisable at $0.15 each on or before 31/12/11

  5. Of these 6,995,095 Shares, 770,800 Shares are held in name of Carol Jean Crabb & Rick Wayne Crabb <The Intermax A/C>; and 6,224,269 Shares are held in name of Westessa Holdings Pty Ltd, a company which Mr Crabb is a director and the sole shareholder.

  6. Of these 1,690,000 Shares, 1,490,000 Shares are held in name of Earth Science Solutions Pty Ltd <Mackay Family Investment A/C>; and 200,000 Shares are held in name of Warrego Investments Pty Ltd <Warrego Super Fund A/C>. Mr Mackay and his spouse are directors and 100% shareholder of Warrego Investments Pty Ltd . Mr Mackay is the sole director and sole shareholder of Earth Science Solutions Pty Ltd. Mr Mackay is a member of the Warrego Super Fund.

  7. All of these Shares are held in the name of Silkform Pty Ltd, a company which Mr Rodgers is a director and shareholder. Mr Rodgers controls Silkform Pty Ltd.

  8. All of these Shares are held in the name of Logmoar Pty Ltd, a company which Mr Lamont is a director and shareholder. Logmoar Pty Ltd is controlled by related or associated parties with Glenister Lamont.

(b) Except as disclosed in this Prospectus, no Director (whether individually or in consequence of a Director's association with any company or firm or in any material contract entered into by the Company) has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:
the formation or promotion of the Company; or
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any Director or to any company or firm with which a Director is associated to induce him to become, or to qualify as, a Director, or otherwise for services rendered by him or his company or firm with which the Director is associated in connection with the formation or promotion of the Company or the Rights Issue.

During the 2007 to 2008 financial year, Mr Crabb (in his personal capacity), Mr Crabb and his spouse (in their personal capacities) and Westessa Holdings Pty Ltd, a company which Mr Crabb is a director and the sole shareholder provided unsecured loans to the Company at the prevailing commercial rate of interest for working capital purposes, the sum of which totalled $250,000. During the same financial year, $200,000 was repaid to Mr Crabb.

During the 2008 to 2009 financial year, Mr Rick Crabb (in his personal capacity) provided further unsecured loans of $170,000 to the Company at the prevailing commercial rate of interest so that Mr Crabb’s outstanding loans for the period equalled $220,000. During the same financial year Mr Crabb has been repaid all of his loans and no loans remain outstanding to Mr Crabb.

During the 2008 to 2009 financial year, Mr Rodgers (directly and indirectly) provided unsecured loans to the Company for working capital purposes, the sum of which totalled $20,000. Mr Rodgers has been repaid all of his loans and no loans remain outstanding to Mr Rodgers.

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During the 2008 to 2009 financial year, Mr Mackay (directly and indirectly) provided unsecured loans to the Company for working capital purposes, the sum of which totalled $20,000. Mr Mackay has been repaid all of his loans and no loans remain outstanding to Mr Mackay.

Details of remuneration provided to Directors and their associated entities during the past two financial years are as follows:

	Financial Year up to 30 June 2007	Financial Year up to 30 June 2007	Financial Year up to 30 June 2007
Director	Directors' Fees /Superannuation ($)	Salary/Super annuation	Equity ($)	Total ($)
Rick Crabb	40,667	Nil	Nil	40,667
CraigMackay (a)	Nil	181,681	136,026	317,707
Gilbert Rodgers	Nil	123,158	108,821	231,979
Glenister Lamont	Nil	Nil	Nil	Nil

	Financialyear up to 30 June 2008	Financialyear up to 30 June 2008	Financialyear up to 30 June 2008
Director	Directors' Fees/ Superannuation ($)	Salary/Super annuation	Equity ($)	Total ($)
Rick Crabb	50,000	Nil	182,011	232,011
CraigMackay (a)	Nil	201,733	182,729	384,462
Gilbert Rodgers	Nil	162,885	164,385	327,270
Glenister Lamont	43,027	Nil	91,005	134,032

	Period From 1 July 2008	Period From 1 July 2008
Director	Directors' Fees /Superannuation ($)	Salary/Super annuation	Equity ($)	Total ($)
Rick Crabb	37,500	Nil	Nil	37,500
Craig Mackay (a)	Nil	79,790	Nil	79,790
Gilbert Rodgers	Nil	91,333	Nil	91,333
Glenister Lamont	33,750	Nil	Nil	33,750

(a) These fees were paid to Earth Science Solutions Pty Ltd, a company which Mr Mackay has an interest.

The Constitution of the Company provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Company in general meeting (currently $130,000), to be divided among the Directors as determined by the Directors and in default of agreement, then in equal shares.

Directors are entitled to be paid reasonable travelling, hotel and expenses incurred by them in the performance of their duties as directors.

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5.7 Interests of Named Persons

Except as disclosed in this Prospectus, no expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, nor any firm in which any of those persons is or was a partner nor any company in which any of those persons is or was associated with, has now, or has had, in the 2 year period ending on the date of this Prospectus, any interest in:

the formation or promotion of the Company;
property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or
the Rights Issue.

Except as disclosed in this Prospectus, no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to any expert, promoter or any other person named in this Prospectus as performing a function in a professional advisory or other capacity in connection with the preparation or distribution of the Prospectus, or to any firm in which any of those persons is or was a partner or to any company in which any of those persons is or was associated with, for services rendered by that person in connection with the formation or promotion of the Company or the Rights Issue.

Blakiston & Crabb have acted as solicitors to the Company in relation to this Prospectus. In respect of their work on this Prospectus, the Company will pay approximately $20,000 (excluding GST) for these professional services. Blakiston & Crabb have provided other professional services to the Company during the last two years for which the Company has paid or will pay fees totalling approximately $73,382 (excluding GST).

Patersons Securities Limited has acted as Lead Manager, Underwriter and nominee for the Excluded Shareholders for which it will, pursuant to the Underwriting Agreement, receive an underwriting fee equal to 4% of the underwritten amount of $1,500,000 (being approximately $60,000), a corporate advisory fee of $40,000 (plus GST) and a management fee of 1% of the total amount raised by the Rights Issue (being up to approximately $31,397 (plus GST)) and a selling fee of 4% on any amounts raised from what ever sources over and above the underwritten amount (being up to approximately $65,589 (plus GST)). The Underwriting Agreement is summarised in Section . With respect to its appointment as nominee for Excluded Shareholders, Patersons Securities Limited will charge a fee of $250 (plus GST) or 1% of the value of the sales executed, whichever is the greater. During the last two years Patersons Securities Limited acted as lead manager to a Share placement that raised $940,119.38 and was paid $51,706.55 (including GST) for that role.

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5.8 Expenses of the Rights Issue

The approximate expenses of the Rights Issue are as follows:

(a)	Legal fees	$20,000.00
(b)	ASIC lodgement fees	$2,010.00
(c)	ASX listingfees	$8,655.00
(d)	Printing,mailingand sundries	$10,000.00
(e)	Underwriting fees	$60,000.00
(f)	Corporateadvisoryfee	$40,000.00
(g)	Management fee	$31,397.00
(h)	Sellingfee	$65,589.00
Total		$237,651.00

These expenses are payable by the Company.

5.9 Consents

Security Transfer Registrars Pty Limited has given and, as at the date hereof, has not withdrawn, its written consent to be named as Share Registrar in the form and context in which it is named. Security Transfer Registrars Pty Limited has had no involvement in the preparation of any part of the Prospectus other than being named as Share Registrar to the Company and in the preparation of the Entitlement and Acceptance Application Form. Security Transfer Registrars Pty Limited has not authorised or caused the issue of, and expressly disclaims and takes no responsibility for, any part of the Prospectus.

Stantons International has given its written consent to being named as the Company’s auditor in this Prospectus and to the use of the audit reviewed statement of financial position as at 31 December 2008 for the purposes of preparing the pro forma statement of financial position in the form and context in which that statement of financial position is included and has not withdrawn its consent prior to the lodgement of this Prospectus with ASIC.

Royal Falcon LLC has given its written consent to the inclusion in this Prospectus of all statements made by it or attributed to or derived from those statements in the form and context in which they are included in the Section 3 of the Prospectus and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Craig Mackay has given his written consent to the inclusion in this Prospectus of all statements made by him or attributed to or derived from those statements in the form and context in which they are included in the Section 3 of the Prospectus and has not withdrawn such consent before lodgement of this Prospectus with ASIC.

Each of the parties referred to in this Section 5.9:

(a) does not make, or purport to make, any statement in this Prospectus or on which a statement made in the Prospectus is based, other than as specified in this Section 5.9; and

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(b) to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section 5.9.

Each of the following has consented to being named in this Prospectus in the capacity as noted below and have not withdrawn such consent prior to the lodgement of this Prospectus with the ASIC:

(a) Blakiston & Crabb as solicitors to the Rights Issue;
(b) Patersons Securities Limited as Lead Manager, Underwriter and nominee for the Excluded Shareholders;
(c) Security Transfer Registers Pty Limited as share register; and
(d) Stantons International as auditors to the Company.

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Section 6 DEFINED TERMS

" $ " means an Australian dollar;

" ASIC " means the Australian Securities and Investments Commission;

" ASX " means ASX Limited (ACN 008 624 691) and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

" ASTC " means ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532);

" Business Day " means every day other than a Saturday, Sunday, New Year's Day, Good Friday, Easter Monday, Christmas Day, Boxing Day and any other day that ASX declares is not a business day;

" Closing Date " means 5.00pm WST on 4 June 2009;

" Company " or " Golden Rim " means Golden Rim Resources Ltd ACN 006 710 774;

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

" Directors " means the directors of the Company;

" Eligible Shareholder " is a shareholder of the Company whose details appear on the Company's register of shareholders as at the Record Date;

" Entitlement " or " Right " means the entitlement of an Eligible Shareholder to participate in the Rights Issue, as shown on the Entitlement and Acceptance Application Form;

" Entitlement and Acceptance Application Form ” means the entitlement and acceptance application form accompanying this Prospectus;

" Excluded Shareholder " means Eligible Shareholders registered outside Australia and New Zealand;

" GST " means any tax, import or other duty raised on the supply of goods and services and imposed by the Commonwealth or a State or Territory of Australia;

" JORC Code " means the Australasian Code for Reporting Exploration Results, Mineral Resources and Ore Reserves 2004;

" Listing Rules " means the Listing Rules of ASX;

" New Share " means a Share offered pursuant to the Rights Issue on the terms set out in Section 5.4;

" Offer " means an offer of securities pursuant to this Prospectus;

" Option " means an option to acquire one Share;

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" Prospectus " means this prospectus dated 6 May 2009;

" Record Date " means 5.00 pm WST on 15 May 2009;

" Right " has the same meaning as Entitlement;

" Rights Issue " means the issue pursuant to the Prospectus of a pro-rata renounceable rights issue of approximately 104,657,587 New Shares on the basis of 1 New Share for every 1 Share held on the Record Date at an issue price of $0.03 per New Share, to raise approximately $3,139,728.

" Section " means a section of this Prospectus;

" Share " means an ordinary fully paid share in the capital of the Company;

" Shareholder " means a holder of Shares;

" Shortfall " or " Shortfall Securitie s" means the New Shares forming Entitlements, or parts of Entitlements, not accepted by Eligible Shareholders;

" Shortfall Application Form " means the shortfall application form accompanying this Prospectus;

" Underwriter " means Patersons Securities Limited ABN 69 008 896 311;

" Underwriting Agreement " means the Underwriting Agreement dated 6 May 2009 between the Underwriter and the Company described in Section 5.5 of the Prospectus; and

" WST " means Western Standard Time.

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Section 7 DIRECTORS’ RESPONSIBILITY STATEMENT & CONSENT

The Directors state that they have made all reasonable enquiries and on that basis have reasonable grounds to believe that any statements made by the Directors in this Prospectus are not misleading or deceptive and that in respect to any other statements made in the Prospectus by persons other than Directors, the Directors have made reasonable enquiries and on that basis have reasonable grounds to believe that persons making the statement or statements were competent to make such statements, those persons have given their consent to the statements being included in this Prospectus in the form and context in which they are included and have not withdrawn that consent before lodgement of this Prospectus with the ASIC, or to the Directors knowledge, before any issue of New Shares pursuant to this Prospectus.

The Prospectus is prepared on the basis that certain matters may be reasonably expected to be known to likely investors or their professional advisers.

Each Director has consented to the lodgement of this Prospectus with the ASIC and has not withdrawn that consent.

Dated: 6 May 2009

____ Gilbert Rodgers Director

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SHORTFALL APPLICATION FORM

This form is only to be used by applicants wishing to apply for New Shares under the Shortfall and for the use of the Underwriter and sub-underwriters.

GOLDEN RIM RESOURCES LTD ACN 006 710 774

Instructions for A to J are set out on the next page

USE BLOCK LETTERS

– Write your name refer to the guide (next page) for correct forms of registrable title(s) Tax File Number(s) or exemption category A TITLE GIVEN NAMES SURNAME C B TITLE JOINT APPLICANT No.2 OR ACCOUNT DESIGNATION TITLE JOINT APPLICANT No.3 OR ACCOUNT DESIGNATION D ADDRESS SUBURB/TOWN STATE POSTCODE E CONTACT NAME TELEPHONE (W) TELEPHONE (H) EMAIL F SRN/IPN HIN G I/We New Shares and lodge H Application Money Date Apply application moneys in full @ $ / / for $0.03 per New Share Cheque Details I DRAWER BANK BRANCH AMOUNT OF CHEQUE DRAWER BANK BRANCH AMOUNT OF CHEQUE

Cheques should be made payable to: “Golden Rim Resources Ltd – Share Account”

J This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application money the applicant hereby:
(1) applies for the number of New Shares in the Shortfall Application Form or such lesser number as may be allocated by the Directors and/or the Underwriter;
(2) agrees to be bound by the terms and conditions set out in the Prospectus and the Constitution of the Company;
(3) authorise the Directors and/or the Underwriter to complete or amend this Shortfall Application Form where necessary to correct any errors or omissions; and
(4) acknowledges that an application for Shortfall does not guarantee an allotment of New Shares.

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SHORTFALL APPLICATION FORM

This form is to be used for parties wishing to apply for New Shares under the Shortfall and for the use of the Underwriter and sub-underwriters.

Please complete all relevant sections of the Shortfall Application Form (“the Form”) using BLOCK LETTERS. If you have any queries on how to complete this form please telephone Gilbert Rodgers or Hayley Butcher on +61 8 9481 5758.

The Shortfall Application Form relates to the one for one renounceable pro rata Rights Issue of 104,657,587 New Shares at an issue price of $0.03 each, to raise up to $3,139,728, pursuant to the Prospectus dated 6 May 2009. The expiry date of the Prospectus is the date which is 13 months after the date of the Prospectus. The Prospectus contains information about investing in the Shares of the Company and it is important to read this document before applying for New Shares. A person who gives another person access to this Shortfall Application Form must at the same time and by the same means, give the other person access to the Prospectus, and any supplementary Prospectus (if applicable). While the Prospectus is current, the Company will send paper copies of the Prospectus, and any supplementary Prospectus (if applicable) and a Shortfall Application Form, on request to applicants without charge.

The Prospectus does not constitute an offer in any place where or to any person to whom it would not be lawful to make such an offer.

Please forward the completed Application Form together with your cheque to:

By Delivery: By Post: Security Transfer Registrars Pty Limited Security Transfer Registrars Pty Limited 770 Canning Highway PO Box 535 APPLECROSS WA 6153 APPLECROSS WA 6953 AUSTRALIA AUSTRALIA

so as to reach them on or before the last date instructed by the Company.

A Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct form which can be registered. Application using the incorrect form of name may be rejected. If your Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. Any decision as to whether to treat your Form as valid, and how to construe, amend or complete it, shall be final. You will not however, be treated as having offered to subscribe for more New Shares than is indicated by the amount of the accompanying cheque for the application moneys referred to in Box H.
B If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to three Joint Applicants may register.
C Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN’s is authorised by taxation laws. Quotations of your TFN is not compulsory and will not affect your Form.
D Enter your POSTAL ADDRESS for all correspondence. All communications to you from Golden Rim's Share Registry (shareholding statements, dividend cheques, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications only one address can be entered.
E Please let us know your TELEPHONE NUMBER(S), email and contact name in case we need to contact you in relation to your Form.
F Golden Rim participates in the ASX’s CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your Application.
G Insert the NUMBER OF NEW SHARES you wish to apply for in Box G. Neither the Directors nor the Underwriter guarantee any allocation of New Shares from a Shortfall application.
H Enter the amount of your application moneys here. The amount must be equal to the number of New Shares applied for (see box G) multiplied by $0.03 per New Share.
I Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made payable to “Golden Rim Resources Ltd – Share Account” and crossed “Not Negotiable”. Do not send cash. A separate cheque should accompany each Shortfall Application Form lodged.
J The Shortfall Application Form does not need to be signed.

CORRECT FORMS OR REGISTRABLE TITLE

Note that ONLY legal entities are allowed to hold securities. Applications must be in the name(s) of a natural person(s), companies or other legal entities acceptable to Golden Rim. At least one full given name and the surname are required for each natural person. Applications cannot be made by persons under 18 years of age. Examples of the correct form of registrable title are set out below.

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	Michael Smith(Deceased)
Partnerships	Mr John David Smith and Mr Michael Peter Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd	John Smith Superannuation Fund

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SHORTFALL APPLICATION FORM

This form is only to be used by applicants wishing to apply for New Shares under the Shortfall and for the use of the Underwriter and sub-underwriters.

GOLDEN RIM RESOURCES LTD ACN 006 710 774

Instructions for A to J are set out on the next page

USE BLOCK LETTERS

Cheques should be made payable to: “Golden Rim Resources Ltd – Share Account”

J This Shortfall Application Form does not need to be signed. By lodging this Shortfall Application Form and a cheque for the application money the applicant hereby:
(1) applies for the number of New Shares in the Shortfall Application Form or such lesser number as may be allocated by the Directors and/or the Underwriter;
(2) agrees to be bound by the terms and conditions set out in the Prospectus and the Constitution of the Company;
(3) authorise the Directors and/or the Underwriter to complete or amend this Shortfall Application Form where necessary to correct any errors or omissions; and
(4) acknowledges that an application for Shortfall does not guarantee an allotment of New Shares.

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SHORTFALL APPLICATION FORM

This form is to be used for parties wishing to apply for New Shares under the Shortfall and for the use of the Underwriter and sub-underwriters.

The Prospectus does not constitute an offer in any place where or to any person to whom it would not be lawful to make such an offer.

Please forward the completed Application Form together with your cheque to:

By Delivery: By Post: Security Transfer Registrars Pty Limited Security Transfer Registrars Pty Limited 770 Canning Highway PO Box 535 APPLECROSS WA 6153 APPLECROSS WA 6953 AUSTRALIA AUSTRALIA

so as to reach them on or before the last date instructed by the Company.

A Write your FULL NAME in Box A. This must be either your own name or the name of a company. You should refer to the bottom of this page for the correct form which can be registered. Application using the incorrect form of name may be rejected. If your Form is not completed correctly, or if the accompanying payment is for the wrong amount, it may still be treated as valid. Any decision as to whether to treat your Form as valid, and how to construe, amend or complete it, shall be final. You will not however, be treated as having offered to subscribe for more New Shares than is indicated by the amount of the accompanying cheque for the application moneys referred to in Box H.
B If you are applying as JOINT APPLICANTS, complete Boxes A and B. You should refer to the bottom of this page for instructions on the correct form of name. Up to three Joint Applicants may register.
C Enter your TAX FILE NUMBER (TFN) or exemption category beside your name. Where applicable, please enter the TFN for each Joint Applicant. Collection of TFN’s is authorised by taxation laws. Quotations of your TFN is not compulsory and will not affect your Form.
D Enter your POSTAL ADDRESS for all correspondence. All communications to you from Golden Rim's Share Registry (shareholding statements, dividend cheques, annual/interim reports, correspondence etc) will be mailed to the person(s) and address as shown. For Joint Applications only one address can be entered.
E Please let us know your TELEPHONE NUMBER(S), email and contact name in case we need to contact you in relation to your Form.
F Golden Rim participates in the ASX’s CHESS System. If you are participating in this system, you may complete this section. If you are not a participant in the CHESS System do not complete this box. It will not affect your Application.
G Insert the NUMBER OF NEW SHARES you wish to apply for in Box G. Neither the Directors nor the Underwriter guarantee any allocation of New Shares from a Shortfall application.
H Enter the amount of your application moneys here. The amount must be equal to the number of New Shares applied for (see box G) multiplied by $0.03 per New Share.
I Complete cheque details as required. Cheques must be drawn on an Australian bank in Australian currency and made payable to “Golden Rim Resources Ltd – Share Account” and crossed “Not Negotiable”. Do not send cash. A separate cheque should accompany each Shortfall Application Form lodged.
J The Shortfall Application Form does not need to be signed.

CORRECT FORMS OR REGISTRABLE TITLE

Type of Investor	Correct Form of Registrable Title	Incorrect Form of Registrable Title
Trusts	Mr John David Smith	John Smith Family Trust
Deceased Estates	Mr Michael Peter Smith	Michael Smith(Deceased)
Partnerships	Mr John David Smith and Mr Michael Peter Smith	John Smith & Son
Clubs/Unincorporated Bodies	Mr John David Smith	Smith Investment Club
Superannuation Funds	John Smith Pty Ltd	John Smith Superannuation Fund

54 GOLDEN RIM RESOUCES LTD

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REGISTERED OFFICE AND BUSINESS ADDRESS

Level 2 10 Outram Street West Perth WA 6005 Australia Telephone: +61 8 9481 5758 Facsimile: +61 8 9481 5759 Email: [email protected] Website: www.goldenrim.com.au

AI assistant

ASARA RESOURCES LIMITED — Capital/Financing Update 2009

64427_rns_2009-05-20_01ae87a9-ce17-4690-a85b-2f4c79c6e46b.pdf

DESPATCH OF PROSPECTUS AND ENTITLEMENT FORMS

GOLDEN RIM RESOURCES LTD

Prospectus

GOLDEN RIM RESOURCES LTD ACN 006 710 774

RENOUNCEABLE RIGHTS ISSUE PROSPECTUS

IMPORTANT NOTICE

CORPORATE DIRECTORY

DIRECTORS

LETTER FROM THE CHAIRMAN

Dear Valued Shareholder

Rick Crabb Chairman GOLDEN RIM RESOURCES LTD

TABLE OF CONTENTS

Important Notes and Statements

Summary of Important Dates *

Key Definitions

Section 1 DETAILS OF THE RIGHTS ISSUE

1.1 Rights Issue

1.2

Underwriting

1.3 Rights Trading

1.4 Opening and Closing Dates

1.5 Brokerage and Commission

1.6 Entitlements and Acceptance

Acceptance of Entitlement in Full

Partial Acceptance of Entitlement

Acceptance of Terms

Sale of all your Entitlement on ASX

Transfer of Entitlement other than on Market using ASX

Taxation Implications

Enquiries

1.7 Shortfall Securities

1.8 Withdrawal of Rights Issue

1.9 Issue and Allotment of New Shares and free attaching

1.10 ASX Listing

1.11 No Issue of New Shares after 13 Months

1.12 Overseas Investors

1.13 Market Prices of Shares on ASX

1.14 Purpose of the Rights Issue and Use of Funds

1.15 Minimum Subscription

Section 2 EFFECT OF THE RIGHTS ISSUE ON THE COMPANY

2.1 Principal Effects

2.2 Capital Structure on Completion of the Rights Issue

2.3 Pro-forma Balance Sheet

Pro Forma Consolidated Balance Sheet as at 31 December 2008

Section 3 REVIEW OF OPERATIONS

3.1 Sepola Gold Project, Mali

3.2 Magoyafara South Prospect

3.3 Linnguekoto Prospect

3.4 Sanso Gold Project, Mali

3.5 Sabeto Gold Project, Fiji

3.6 Webe Creek Gold Project, Vanuatu

3.7 Tafuse Gold Project, Vanuatu

3.8 Royal Group Alliance

3.9 Bergslagen Joint Venture, Sweden

3.10 Falun Copper - Gold - Zinc Project

3.11 Bersbo Copper- Zinc Project

Planned Work

3.12 New Projects for Golden Rim

Section 4 RISK FACTORS

4.1 Introduction

4.2

Exploration Success

4.3 Resource Estimates

4.4

Economic Risks

4.5 Market Conditions

4.6 Operating Risks

4.7 Environmental Risks

4.8 Additional Requirements for Capital

4.9 Reliance on Key Management

4.10 Foreign Investment Risk

4.11 Future Government Actions

4.12 Joint Venture Parties, Contractors and Agents

4.13 Speculative Nature of Investment

Section 5 ADDITIONAL INFORMATION

5.1 Legal Framework of this Prospectus

5.2 Applicability of Corporations Act

ASARA RESOURCES LIMITED Capital/Financing Update 2009