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ASARA RESOURCES LIMITED Capital/Financing Update 2012

Aug 1, 2012

64427_rns_2012-08-01_19b21ca2-205c-4b02-af17-07ea6e929fa0.pdf

Capital/Financing Update

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ASX/Media Announcement

2 August 2012

SECONDARY TRADING NOTICE

Golden Rim Resources Limited ( Company, ASX:GMR) has today allotted and issued 25,400,000 fully paid ordinary shares ( Shares ) at an issue price of 10 cents each. The Shares were issued to a number of institutional and sophisticated investor clients of Bell Potter (as defined in Section 708 of the Corporations Act 2001 ( Corporations Act )). These securities are in a class of securities quoted on the Australian Securities Exchange ( ASX ).

The Corporations Act restricts the on-sale of securities issued without disclosure, unless the sale is exempt under section 708 or 708A. By the Company giving this notice, sale of the Shares noted above will fall within the exemption in section 708A(5) of the Corporations Act.

The Company hereby notifies under section 708A(5)(e) of the Corporations Act that:

  • (a) the Shares were issued without disclosure to investors under Part 6D.2 of the Corporations Act;

  • (b) as at the date of this notice, the Company has complied with the provisions of Chapter 2M of the Corporations Act as it applies to the Company;

  • (c) as at the date of this notice, the Company has complied with section 674 of the Corporations Act as it applies to the Company; and

  • (d) as at the date of this notice, there is no information:

  • (i) that has been excluded from a continuous disclosure notice in accordance with the ASX Listing Rules; and

  • (ii) that investors and their professional advisers would reasonably require for the purpose of making an informed assessment of:

    • A. the assets and liabilities, financial position and performance, profits and losses and prospects of the Company; or

    • B. the rights and liabilities attaching to the Shares.

An Appendix 3B is attached in respect to the issue of the Shares.

Golden Rim Resources Ltd I ABN 39 006 710 774 I Level 2, 10 Outram Street, West Perth WA 6005, Australia I PO Box 378, West Perth WA 6872, Australia www.goldenrim.com.au I [email protected] I T + 61 8 9481 5758 I F + 61 8 9481 5759

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For further information, please contact:

Hayley Butcher Anna Staples Golden Rim Resources AMN Corporate Company Secretary +61 400 205 433 +61 8 9481 5758 [email protected]

About Golden Rim Resources Limited

Golden Rim Resources Ltd (ASX: GMR) is an exploration and mining company with a focus on copper and gold. The Company is active in West Africa, with gold resources and permits covering around 4,100km[2] in the highly prospective Birimian greenstone belts of Burkina Faso and Mali.

With experienced management and extensive local teams in the Company’s permanent offices in Mali and Burkina Faso, Golden Rim is able to move quickly and efficiently in order to maximise potential opportunities.

Golden Rim is pursuing an active program of drilling in Burkina Faso and Mali and is poised to deliver significant growth and value to shareholders.

Further Company Information

E: [email protected] W:goldenrim.com.au

Capital Structure

Issued Shares: 413,306,231 Unlisted Options: 29,950,000

Major Shareholders

Royal Group, Abu Dhabi 13.18% Acorn Capital 7.03%

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 AUSTRALIA T: + 61 8 9315 2333 F: + 61 8 9315 2233 E: [email protected] W: securitytransfer.com.au

Page | 2

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003.

Name of entity

GOLDEN RIM RESOURCES LTD

ABN

39 006 710 774

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1
+Class of+securities issued or to be
issued
2
Number of+securities issued or to
be issued (if known) or maximum
number which may be issued
3
Principal terms of the+securities (eg,
if options, exercise price and expiry
date; if partly paid+securities, the
amount outstanding and due dates
for
payment;
if
+convertible
securities, the conversion price and
dates for conversion)
ORDINARY FULLY PAID SHARES
25,400,000 ordinary fully paid shares
Ordinary fully paid shares
  • See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

Appendix 3B New issue announcement

4 Do the[+] securities rank equally in all The securities will rank equally in all respects with respects from the date of allotment the existing class of quoted securities of the with an existing[+] class of quoted Company. +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 10 cents per share 6 Purpose of the issue To fund deeper diamond drilling at the Balogo (If issued as consideration for the Project, Burkina Faso, metallurgical testwork, and acquisition of assets, clearly identify the completion JORC resource estimate. those assets)

7 Dates of entering[+] securities into 02/08/12 uncertificated holdings or despatch of certificates 8 Number +Class Number and +class of all 438,706,231 Fully paid ord shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

  • See chapter 19 for defined terms.

Appendix 3B Page 2

1/1/2003

Appendix 3B New issue announcement

9
Number
and
+class
of
all
+securities not quoted on ASX
(_including_the securities in clause 2
if applicable)
Number +Class
600,000
7,000,000
1,000,000
15,000,000
3,900,000
2,450,000
Options exercisable at
$0.21 and expiring on
05/10/14
Options exercisable at
$0.27 and expiring on
22/11/14
Options exercisable at
$0.21 and expiring on
10/07/15
Options exercisable at
$0.29 and expiring on
21/11/15
Options exercisable at
$0.29 and expiring on
21/11/15
Options exercisable at
$0.14 and expiring on
12/01/17
  • 10 Dividend policy (in the case of a N/A trust, distribution policy) on the increased capital (interests)

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval N/A required? 12 Is the issue renounceable or nonN/A renounceable? 13 Ratio in which the[+] securities will N/A be offered 14 +Class of +securities to which the N/A offer relates 15 +Record date to determine N/A entitlements 16 Will holdings on different registers N/A (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in N/A relation to fractions

  • See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

Appendix 3B New issue announcement

18
Names of countries in which the
entity has+security holders who will
not be sent new issue documents
Note: Security holders must be told how their
entitlements are to be dealt with.
Cross reference: rule 7.7.
19
Closing
date
for
receipt
of
acceptances or renunciations
20
Names of any underwriters
21
Amount of any underwriting fee or
commission
22
Names of any brokers to the issue
23
Fee or commission payable to the
broker to the issue
24
Amount of any handling fee payable
to brokers who lodge acceptances
or renunciations on behalf of
+security holders
25
If the issue is contingent on
+security holders’ approval, the date
of the meeting
26
Date entitlement and acceptance
form and prospectus or Product
Disclosure Statement will be sent to
persons entitled
27
If the entity has issued options, and
the terms entitle option holders to
participate on exercise, the date on
which notices will be sent to option
holders
28
Date rights trading will begin (if
applicable)
29
Date rights trading will end (if
applicable)
30
How do+security holders sell their
entitlements_in full_through a
N/A
N/A
N/A
N/A
N/A

N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
  • See chapter 19 for defined terms.

Appendix 3B Page 4

1/1/2003

Appendix 3B New issue announcement

broker?

31 How do[+] security holders sell part N/A of their entitlements through a broker and accept for the balance?

  • 32 How do[+] security holders dispose of their entitlements (except by sale through a broker)?

N/A

  • 33 +Despatch date

N/A

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

  • 34 Type of securities ( tick one )

  • (a)[Securities described in Part 1 ]

  • (b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  • 35[If the ][+][securities are ][+][equity securities, the names of the 20 largest holders of the ] additional[+] securities, and the number and percentage of additional[+] securities held by those holders

  • 36[If the ] +securities setting out the number of holders in the categories[+][securities are ][+][equity securities, a distribution schedule of the additional ] 1 - 1,000

1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

  • 37[A copy of any trust deed for the additional ][+][securities ]
  • See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

Appendix 3B New issue announcement

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought 39 Class of +securities for which quotation is sought 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted +securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security) Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

  • See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Appendix 3B New issue announcement

Quotation agreement

  • 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

  • 2 We warrant the following to ASX.

  • The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

  • There is no reason why those[+] securities should not be granted[+] quotation.

  • An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

  • We warrant that if confirmation is required under section 1017F of the Corporations Act in relation to the[+] securities to be quoted, it has been provided at the time that we request that the[+] securities be quoted.

  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

  • 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

  • 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

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Sign here: ............................................................ Date: 02/08/12........... (Company Secretary)

HAYLEY BUTCHER

Print name: .........................................................

== == == == ==

  • See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Golden Rim Resources Ltd 20 Largest Holders

Holder Name
Pal Technology Services LLC
HSBC Custody Nom Aust Ltd
J P Morgan Nom Aust Ltd
Crabb Rick
National Nom Ltd
Citicorp Nom PL
Zadnik Holdings PL
Metallica Inv PL
Suncorp Custodian Services PL
Hao Yun Ltd
HSBC Custody Nominees Aust PL
Regency Developments WA PL
Oregon Nom PL
Earth Science Solutions PL
Nefco Nom PL
Jansen William & MG
Fitel Nominees Ltd
Accbell Nominees PL
CS Fourth Nominees PL
Forty Traders Ltd
Number of securities
%of issuedCapital
52,521,875
11.97
33,130,729
7.55
27,818,162
6.34
18,108,601
4.13
14,709,707
3.35
10,781,967
2.46
6,273,264
1.43
5,864,955
1.34
5,100,000
1.16
4,985,641
1.14
4,915,590
1.12
4,521,063
1.03
4,073,361
0.93
4,000,000
0.91
3,850,000
0.88
3,300,000
0.75
3,224,667
0.74
3,144,689
0.72
3,133,334
0.71
2,812,500
0.64
216,270,105
49.30

Distribution Schedule

1-1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of holders
Number of Securities
% of issued capital
350
598
400
1,573
438
118,512
1,859,392
3,361,211
62,913,321
370,453,795
0.03
0.42
0.77
14.34
84.44
3,359
438,706,231
100.00