ASARA RESOURCES LIMITED — Capital/Financing Update 2012

Feb 14, 2012

ASX/Media Announcement

15 February 2012

PLACEMENT - SECONDARY TRADING NOTICE PURSUANT TO SECTION 708A(5) OF THE CORPORATIONS ACT 2001

Golden Rim Resources Limited ( Golden Rim and Company ) has today issued 8,000,000 fully paid ordinary shares ( Shares ) at an issue price of $0.15 each to PAL Technology Services LLC, a substantial shareholder of the Company. 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 they apply 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.

-ENDS-

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 info@goldenrim.com.au I T + 61 8 9481 5758 I F + 61 8 9481 5759

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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 5,000km[2] in the highly prospective Birimian greenstone belts of Mali and Burkina Faso.

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: info@goldenrim.com.au 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: registrar@securitytransfer.com.au W: securitytransfer.com.au

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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
	8,000,000 ordinary fully paid shares
	Ordinary fully paid shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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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 $0.15 per share 6 Purpose of the issue To fund the drilling & exploration expenses in Mali (If issued as consideration for the and Burkina Faso, acquisition, administration and acquisition of assets, clearly identify ongoing working capital needs of the Company. those assets) 7 Dates of entering[+] securities into 15/02/2012 uncertificated holdings or despatch of certificates 8 Number +Class Number and +class of all 413,306,231 Fully paid ord shares +securities quoted on ASX ( including the securities in clause 2 if applicable)

• See chapter 19 for defined terms.

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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.

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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.

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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.

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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.

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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: 15/02/2012........... (Company Secretary)

HAYLEY BUTCHER

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

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• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

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 Jansen William + M G Zadnik Holdings PL Metallica Inv PL Lujeta PL UBS Wealth Mgnt Aust Nom Hao Yun Ltd CS Fourth Nom PL Oregon Nom PL Earth Science Solutions PL Nefco Nom PL J P Morgan Nom Aust Ltd Timms Kyle Andrew Forty Traders Ltd Rodgers Gilbert	Number of securities %of issuedCapital
	52,521,875 12.71 27,360,899 6.62 21,892,167 5.30 18,108,601 4.38 15,371,965 3.72 10,263,560 2.48 8,450,000 2.04 6,273,264 1.52 5,864,955 1.42 5,333,333 1.29 5,023,417 1.22 4,985,641 1.21 4,893,667 1.18 4,100,000 0.99 3,500,000 0.85 3,250,000 0.79 3,183,830 0.77 3,000,000 0.73 2,812,500 0.68 2,732,861 0.66
	208,922,535 50.56

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
	346 398 219 1,087 414 120,546 1,103,482 1,754,283 47,447,400 362,880,520 0.03 0.27 0.42 11.48 87.80
	2,464 413,306,231 100.00