ASARA RESOURCES LIMITED - Capital/Financing Update 2013

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Golden Rim Resources Ltd

ACN 006 710 774

Prospectus

For a renounceable entitlement issue to Eligible Shareholders of approximately 56,800,692 Shares at an issue price of $0.04 per Share on the basis of 1 Share for every 9 Shares held on the Record Date to raise approximately $2,272,028 before expenses.

Lead Manager – Patersons Securities Limited This Offer is fully underwritten by Patersons Securities Limited.

This Offer closes at 5.00pm WST on 26 March 2013. Valid acceptances must be received before that date.

IMPORTANT NOTICE

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

The Shares offered by this Prospectus should be considered speculative.

Contents	Page
Corporate Directory	2
Important Dates	3
Important Notes	4
Brief instructions for Eligible Shareholders	8
Chairman’s Letter	10
1 Details of the Offer	11
2 Effect of the Offer on the Company	19
3 Risk Factors	24
4 Additional information	32
5 Directors’ authorisation	47
6 Defined terms	48

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Corporate Directory

Rick Crabb (Non-Executive Chairman) DIRECTORS Craig Mackay (Managing Director) Gilbert Rodgers (Executive Director) Glenister Lamont (Non-Executive Director) Nadir Alhammadi (Non-Executive Director) SECRETARY Hayley Butcher REGISTERED AND Level 2 PRINCIPAL OFFICE 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 SOLICITORS Gilbert + Tobin 1202 Hay Street WEST PERTH WA 6005 AUSTRALIA LEAD MANAGER & Patersons Securities Limited UNDERWRITER Level 23 Exchange Plaza 2 The Esplanade PERTH WA 6000 AUSTRALIA SHARE REGISTRY Security Transfer Registrars Pty Limited 770 Canning Highway APPLECROSS WA 6153 AUSTRALIA ASX CODE GMR

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Important Dates

Event	Date*
Announcement of Offer	15 February 2013
Lodgement of Appendix 3B with ASX	15 February 2013
Prospectus lodged at ASIC and ASX	22 February 2013
Notice sent to Shareholders	26 February 2013
"Ex" Date (date Shares are quoted ex-rights)	27 February 2013
Record Date to determine Entitlements	5.00pm (WST) on 5 March 2013
Prospectus (together with Entitlement and Acceptance Form) despatched to Shareholders	12 March 2013
Rights trading ends	19 March 2013
Shares quoted on a deferred settlement basis	20 March 2013
Closing Date**	5.00pm (WST) on 26 March 2013
Notification to ASX of under subscriptions	2 April 2013
Despatch of holding statements	5 April 2013

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

** The Directors may extend the Closing Date by giving at least six Business Days notice to ASX prior to the Closing Date. As such, the date the Shares are expected to commence trading on ASX may vary.

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Important Notes

This Prospectus is dated 22 February 2013 and was lodged with the ASIC on that date. Neither the ASIC nor ASX take any responsibility for the contents of this Prospectus or the merits of the investment to which this Prospectus relates.

No Shares will be issued on the basis of this Prospectus later than 13 months after the date of issue of this Prospectus. Shares issued pursuant to this Prospectus will be issued on the terms and conditions set out in this Prospectus.

The Company will apply to ASX for Official Quotation of the Shares offered pursuant to this Prospectus.

Eligible Shareholders should read this Prospectus in its entirety and seek professional advice where necessary. The Shares the subject of this Prospectus should be considered speculative.

An application for Shares and Additional Shares by Eligible Shareholders will only be accepted by following the instructions on the Entitlement and Acceptance Form accompanying this Prospectus as described in section 1.6 of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Offer described in this Prospectus. Any information or representation which is not contained in this Prospectus or disclosed by the Company pursuant to its continuous disclosure obligations may not be relied upon as having been authorised by the Company in connection with the issue of this Prospectus.

This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act ) and has been prepared in accordance with section 713 of the Corporations Act . It does not contain the same level of disclosure as an initial public offering prospectus. In preparing this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and that certain matters may reasonably be expected to be known to investors and professional advisers to whom investors may consult.

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. This Prospectus does not constitute an offer or invitation in any jurisdiction where, or to any person to whom, it would not be lawful to make such an offer or invitation.

Neither this document nor the Shares the subject of the Offer have been, nor will be, registered under the United States Securities Act of 1933, as amended to under the securities legislation of any state of the Unites States of America, or any applicable securities laws of a country of jurisdiction outside of Australia, New Zealand and the United Arab Emirates. Accordingly, subject to certain exceptions, the Shares the subject of the Offer may not, directly or indirectly, be offered or sold within a country or jurisdiction outside of Australia, New Zealand and the United Arab Emirates or to or for the account or benefit of any national resident or citizen of, or any person located in a country or jurisdiction outside of Australia, New Zealand and the United Arab Emirates.

New Zealand Notice

The Offer to New Zealand investors pursuant to this Prospectus are regulated offers made under Australian and New Zealand law. In Australia, this is Chapter 8 of the Corporations Act and the Corporations Regulations 2001 (Cth). In New Zealand, this is Part 5 of the Securities Act 1978 , Securities Regulations 2009 and the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 .

The Offer and the content of this Prospectus are principally governed by Australian rather than New Zealand law. The Australian Corporations Act and Corporations Regulations 2001 (Cth) set out how

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the Offer must be made. There are differences in how securities are regulated under Australian law. For example, the disclosure of fees for collective investment schemes is different under the Australian regime. The rights, remedies, and compensation arrangements available to New Zealand investors in Australian securities may differ from the rights, remedies, and compensation arrangements for New Zealand securities.

Both the Australian and New Zealand securities regulators have enforcement responsibilities in relation to the Offer. If you need to make a complaint about the Offer, please contact the Financial Markets Authority, Wellington, New Zealand. The Australian and New Zealand regulators will work together to settle your complaint.

The taxation treatment of Australian securities is not the same as for New Zealand securities.

If you are uncertain about whether this investment is appropriate for you, you should seek the advice of an appropriately qualified financial adviser.

The Offer may involve a currency exchange risk. The currency for the Shares is not New Zealand dollars. The value of the Shares will go up or down according to changes in the exchange rate between that currency and New Zealand dollars. These changes may be significant. If you expect the Shares to pay any amounts in a currency that is not New Zealand dollars, you may incur significant fees in having the funds credited to a bank account in New Zealand in New Zealand dollars.

The Company will apply to the ASX for quotation of the Shares offered under this Prospectus. If quotation is granted, the Shares offered under this Prospectus will be able to be traded on the ASX. If you wish to trade the Shares through that market, you will have to make arrangements for a participant in that market to sell the Shares on your behalf. As the ASX does not operate in New Zealand, the way in which the market operates, the regulation of participants in that market, and the information available to you about the securities and trading may differ from securities markets that operate in New Zealand.

The Company is required under Part 1 of the Securities (Mutual Recognition of Securities Offerings – Australia) Regulations 2008 to provide an Eligible Shareholder with copies of the Company's Constitution on request and free of charge.

Risk factors

Potential investors should be aware that subscribing for Shares in the Company involves a number of risks. Some of the more significant risks which affect an investment in the Company are:

 Potential for significant dilution if Shareholders do not participate in the Offer

Upon completion of the Offer, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, the number of Shares in the Company will increase from 511,206,231 to 568,006,923. This increase equates to approximately 10% of all the issued Shares in the Company following completion of the Offer.

Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 11.1% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders are set out in the table in section 2.4 of this Prospectus.

 Completion risk

The Company has entered into various agreements for the purchase of exploration permits in Burkina Faso (including a 90% interest in the Korongou project). Payment of consideration pursuant to such agreements is made on an instalment basis. Once all of the instalment payments have been made by the Company, legal title to the exploration permits will be transferred to the Company (or its nominees). Completion of the transfer of legal title to the exploration permits will not occur if the

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Company does not pay consideration instalments when due or withdraws from the agreements or the vendors under such agreements default on their obligations under the agreements.

 Additional requirements for capital for Balogo Project

The ability of the Company to execute its future planned exploration and project evaluation activities requires the Company to raise additional capital.

Subject to the results of a scoping study currently being undertaken by the Company on the Netiana Lodes at the Balogo Project, the Company expects to undertake a definitive feasibility study on the Netiana Lodes. Once the definitive feasibility study has been finalised, the Company will be in a position to better understand its development options of the Netiana Lodes and the quantum and mix of capital required to give effect to those options. Any further equity component capital raising may result in dilution of Shareholders’ holdings.

 Exploration and operational risks

Mining exploration and production is inherently risky and speculative in nature. There is no guarantee that gold or other mineral deposits will be discovered in the locations being explored by the Company. In the event that deposits are, or have been discovered, there is no guarantee that they will be in commercially viable quantities or economically profitable.

In addition, the Company’s operations and profitability will be affected by operational risks. These include geological conditions, technical difficulties, securing and maintaining tenements, weather and construction of efficient processing facilities. The operation may be affected by force majeure, engineering difficulties and other unforeseen events.

Further, the Company may require approvals and licences necessary to conduct the exploration and mining, which may impose conditions the Company must satisfy in order to proceed with the exploration or production of the deposits. It may not be possible for the Company to satisfy these conditions.

These factors affect the Company’s ability to establish mining operations, continue with its projects, earn income from its operations and will affect the Company’s share price.

 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. Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company’s operations.

The key risk factors of which investors should be aware are set out in section 3 of this Prospectus.

These risks, together with other general risks applicable to all investments in listed securities not specifically referred to, may affect the value of the Shares in the future. Accordingly, an investment in the Company should be considered speculative. Investors should consider consulting their professional advisers before deciding whether to apply for Shares pursuant to this Prospectus.

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Key definitions

Throughout this Prospectus, for ease of reading, various words and phrases have been defined rather than used in full on each occasion. Please refer to section 3 of this Prospectus for a list of defined terms.

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Brief instructions for Eligible Shareholders

The number of Shares to which you are entitled is shown in the Entitlement and Acceptance Form.

You may participate in the Offer as follows:

(a) If you wish to accept your Entitlement in full:

(i) pay the amount indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(ii) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided and attach your cheque for the amount indicated on your Entitlement and Acceptance Form so that it is received before 5.00pm (WST) on the Closing Date.

(b) if you only wish to accept part of your Entitlement:

(i) pay a lesser amount than indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(ii) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form and attach your cheque for the appropriate application monies (at $0.04 per Share) so that it is received before 5.00pm (WST) on the Closing Date.
(c) if you do not wish to accept all or part of your Entitlement , you are not obliged to do anything. If Eligible Shareholders do not take up their entitlement, their existing interest in the Company will be diluted. Please refer to sections 2.4 and 3.2 of this Prospectus.
(d) If you wish to sell all or part your Entitlement on ASX:

If you wish to sell all or part 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 or in part by your Stockbroker ".

Rights trading commences on 27 February 2013. You must deal with your Entitlement by close of trading on the ASX on 19 March 2013, when Rights trading ceases.

(e) If you wish to transfer your all or part 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:

(i) completed standard renunciation and transfer form (obtainable from your stockbroker or the Company’s share registry) so that it is received before 5.00pm (WST) on the Closing Date; and
(A) transferee paying the amount indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(B) Entitlement and Acceptance Application Form completed by the transferee and attach the transferee’s cheque for the amount indicated on your Entitlement and Acceptance Form

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Please refer to section 1.6 of this Prospectus for further details relating to Entitlements and acceptance of the Offer.

Applying for Additional Shares:

Eligible Shareholders who have subscribed for their Entitlement in full may also apply for Additional Shares in addition to their Entitlement.

You may apply for Additional Shares as follows:

(i) pay the appropriate application monies for both your Entitlement and the Additional Shares you wish to apply for via BPAY® using the BPAY® code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(ii) complete the relevant section of your Entitlement and Acceptance Form and returning it together with a single cheque for the appropriate application monies for both your Entitlement and the Additional Shares you wish to apply for so that it is received before 5.00pm (WST) on the Closing Date.

Please refer to section 1.7 of this Prospectus for further details on applying for Additional Shares.

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Chairman’s Letter

Dear Shareholder

The Board is pleased to offer Shareholders the opportunity to participate in a pro-rata renounceable entitlement issue as proposed in this Prospectus.

All Eligible Shareholders will be entitled to participate in a renounceable entitlement issue of approximately 56,800,692 Shares on the basis of 1 Share for every 9 Shares held on the Record Date, at an issue price of $0.04 per Share.

Shareholders would be aware that the general market conditions have remained difficult in recent times and particularly difficult for exploration companies. The Offer gives each Eligible Shareholder an opportunity to participate in the capital raising at a price of $0.04 per Share. Your Directors urge all Eligible Shareholders to subscribe for their Entitlement and continue their ongoing support of the Company.

The Offer will raise approximately $2,272,028 before expenses. As announced on 15 February 2013, the Company completed a Placement to raise $2,100,000.

The funds raised under the Placement and Offer will provide the Company with the necessary funds to conduct further exploration at the Balogo and Sebba projects; complete a definitive feasibility study for the Netiana Lodes at Balogo (subject to the results of the scoping study); provide for the initial acquisition costs in respect of a 90% interest in the Korongou project and exploration at the Korongou project, including a maiden RC drilling program; and provide working capital. Full details of the Offer and how to participate in this opportunity are included in this Prospectus, which I encourage you to read carefully. On behalf of the Board, I take this opportunity to thank each of our Shareholders and look forward to your support of the Offer.

Yours sincerely

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Rick Crabb Non-Executive Chairman

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1 Details of the Offer

1.1 Offer

This Prospectus invites Eligible Shareholders to participate in a pro-rata renounceable entitlement issue of approximately 56,800,692 Shares on the basis of 1 Share for every 9 Shares held at 5.00pm (WST) on the Record Date at an issue price of $0.04 per Share for the purpose of raising approximately $2,272,028 less expenses of the Offer.

As at the date of this Prospectus, the Company has 511,206,231 Shares on issue.

Optionholders will not be entitled to participate in the Offer. However, they may exercise their Options prior to the Record Date if they wish to participate in the Offer.

The Company currently has 33,950,000 Options on issue. Please refer to section 2.3 of this Prospectus for further information on the exercise price and expiry date of the Options on issue. In the event that those Options capable of being exercised are exercised prior to the Record Date, a further 4,243,750 Shares will be offered pursuant to this Prospectus to raise a further $150,889.

All of the Shares offered under this Prospectus will rank equally with the Shares on issue as at the date of this Prospectus. Please refer to section 4.5 of this Prospectus for further information regarding the rights and liabilities attaching to the Shares.

1.2 Purpose of the Offer

The purpose of the Offer is to raise $2,272,028. As announced on 15 February 2013, the Company completed a Placement to raise $2,100,000.

It is anticipated that the funds raised from the Placement and the Offer will be applied as follows:


Description	$	%

Expenses of the Placement and the Offer1	286,000	6.5
Balogo Project  RC drilling  Definitive feasibility study (subject to theresults ofthe scoping study)	450,000 1,200,000	10.3 27.5
Korongou Project  RC drilling and initial acquisition expenses2,3  Camp and infrastructure	1,200,000 100,000	27.5 2.3
Sebba Project  RC drilling	500,000	11.4
Working capital and administration expenses3	636,000	14.5
Total	4,372,000	100.0

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Notes:

1 Please refer to section 4.11 of this Prospectus for further details relating to the estimated expenses of the Offer.
2 Under the Korongou Letter Agreement, the Company has paid initial acquisition costs of US$300,000 and must pay an additional US$200,000 on or before 24 April 2013. The Company must also pay $1,500,000 in 3 installments: the first on or before from 31 December 2013; the second on or before 30 June 2014; and the third on or before 31 December 2014. If and when the Company lodges a feasibility study for the Korongou Project, a further US$1,000,000 is to be paid to complete the acquisition.
3 In February 2013, Mr Rick Crabb provided the Company a short term unsecured bridging loan of $500,000 ( Loan ). The Loan has an interest rate of 10% and was provided for the purposes of the Company paying some initial acquisitions costs in relation to the Korongou project and for working capital. The amounts noted at “RC drilling and initial acquisition expenses” and “Working capital and administration expenses” includes the repayment of the Loan in full.

The above table is a statement of current intentions as of the date of this Prospectus.

The above proposed use of funds is subject to ongoing review and evaluation by the Company. As with any budget, the actual use of funds raised under the Offer may change depending on the outcome of the programs as they proceed. The Board reserves the rights to alter the way in which funds are applied on this basis. Any additional funds raised from the participation of Eligible Shareholders in the Offer following the exercise of their Options prior to the Record Date will be applied towards the Company’s general working capital and administration expenses. Minimum subscription

There is no minimum subscription. The Offer is fully underwritten and it is therefore anticipated that the full subscription will be raised.

1.3 Underwriting

The Offer is fully underwritten by Patersons Securities Limited. Pursuant to the Underwriting Agreement, the Company will pay Patersons Securities Limited an underwriting fee equal to 4% of the underwritten amount of $2,272,028 (being approximately $90,881) and a management fee of 1% of the total amount raised by the Offer (being up to approximately $22,720 (plus GST)). A summary of the material terms of the Underwriting Agreement including rights of termination is set out in Section 4.6.

1.4 Rights Trading

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

Rights trading commences on 27 February 2013. You must deal with your Entitlement by close of trading on the ASX on 19 March 2013, when Rights trading ceases.

1.5 Closing Date

The Offer will close at 5.00pm WST on 26 March 2013 ( Closing Date ), or such later date as the Directors, in their absolute discretion and subject to compliance with the Listing Rules, may determine and provided that the Company gives ASX notice of the change at least 6 Business Days prior to the Closing Date.

1.6 Entitlements and Acceptance

The number of Shares to which you are entitled ( Right ) is shown in the Entitlement and Acceptance Form.

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In determining Entitlements, any fractional entitlement will be rounded up to the nearest whole number.

Your acceptance of the Offer must be made on the Entitlement and Acceptance Form accompanying this Prospectus.

You may participate in the Offer as follows:

(a) If you wish to accept your Entitlement in full:
(i) pay the amount indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® Biller Code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(ii) complete the Entitlement and Acceptance Form, filling in the details in the spaces provided and attach your cheque for the amount indicated on your Entitlement and Acceptance Form so that it is received before 5.00pm (WST) on the Closing Date.
(b) If you only wish to accept part of your Entitlement:
(i) pay a lesser amount than indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® Biller Code and Customer Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or
(ii) fill in the number of Shares you wish to accept in the space provided on the Entitlement and Acceptance Form and attach your cheque for the appropriate application monies (at $0.04 per Share) so that it is received before 5.00pm (WST) on the Closing Date.
(c) If you do not wish to accept all or part of your Entitlement , you are not obliged to do anything.
(d) If you wish to sell all or part your Entitlement on ASX:

Rights trading commences on 27 February 2013. You must deal with your Entitlement by close of trading on the ASX on 19 March 2013, when Rights trading ceases.

(e) If you wish to transfer all or part of your Entitlement (other than on market using ASX):

(i) 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:
(ii) completed standard renunciation and transfer form (obtainable from your stockbroker or the Company’s share registry) so that it is received before 5.00pm (WST) on the Closing Date; and
- (A) transferee paying the amount indicated on your Entitlement and Acceptance Form via BPAY® using the BPAY® code and Customer

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Reference Number indicated so that the funds are received before 3.00pm (WST) on the Closing Date; or

(B) Entitlement and Acceptance Application Form completed by the transferee and attach the transferee’s cheque for the amount indicated on your Entitlement and Acceptance Form.

All cheques and bank drafts must be drawn on an Australian branch of a financial institution made payable in Australian currency to “ Golden Rim Resources Ltd – Share Account ” and crossed “ Not Negotiable ”.

Your completed Entitlement and Acceptance Form and cheque must be mailed to:

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

and received by no later than 5.00pm (WST) on the Closing Date.

If you choose to pay via BPAY® you are not required to submit your Entitlement and Acceptance Form. Your payment will not be accepted after 3.00pm (WST) on the Closing Date and no Shares will be issued to you in respect of that application.

If you have multiple holdings you will have multiple BPAY® reference numbers. To ensure you receive your Shares in respect of that holding, you must use the specific biller code and the customer reference number shown on each personalised Application Form when paying for any Shares that you wish to apply for in respect of that holding.

PLEASE NOTE THAT IF YOU INADVERTENTLY USE THE SAME CUSTOMER REFERENCE NUMBER FOR MORE THAN ONE OF YOUR APPLICATIONS, YOU WILL BE DEEMED TO HAVE APPLIED FOR THE ENTITLEMENT TO WHICH THAT CUSTOMER REFERENCE NUMBER APPLIES AND ANY EXCESS AMOUNT WILL BE DEEMED TO BE AN APPLICATION FOR ADDITIONAL SHARES .

Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. You may also have your own limit on the amount that can be paid via BPAY®. It is your responsibility to check that the amount you wish to pay via BPAY® does not exceed your limit.

Non-Acceptance of Entitlement

If you do not wish to take up any part of your Entitlement under the Offer, you are not required to take any action. If Eligible Shareholders do not take up their entitlement, their existing interest in the Company will be diluted. Please refer to sections 2.4 and 3.2 of this Prospectus for further details.

Taxation Implications

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

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Inquiries

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

PLEASE NOTE IF YOU DO NOT ACCEPT YOUR ENTITLEMENT IN FULL IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT ABOVE, ANY PART OF AN ENTITLEMENT NOT ACCEPTED IN FULL WILL FORM PART OF THE SHORTFALL AND WILL FORM PART OF THE SHORTFALL.

If you would like to apply for Shares in excess of your Entitlement, please refer to section 1.7 on how to apply for Additional Shares.

1.7 Applying for Additional Shares

Eligible Shareholders who have subscribed for their Entitlement in full may apply for Shares in addition to their Entitlement ( Additional Shares ) by:

(a) completing the relevant section of their Entitlement and Acceptance Form and returning it together with a single cheque for the appropriate application monies for both their Entitlement and the Additional Shares applied for so that it is received before 5.00pm (WST) on the Closing Date; or
(b) paying the appropriate application monies for both their Entitlement and the Additional Shares applied for via BPAY® using the BPAY® code and Customer Reference Number indicated on the Entitlement and Acceptance Form so that the funds are received before 3.00pm (WST) on the Closing Date.

It is possible that there will be few or no Additional Shares available, depending on the level of acceptance of Entitlements by Eligible Shareholders. There is no guarantee that in the event that Additional Shares are available for issue, they will be allocated to all or any of the Eligible Shareholders who have applied for them.

In the event there is a Shortfall, the Directors (in consultation with the Underwriter) reserve the right to allocate any Additional Shares. The Company may issue to an Applicant a lesser number of Additional Shares than the number applied for, reject an application for Additional Shares or not proceed with the issuing of all or part of the Additional Shares. If the number of Additional Shares is less than the number applied for, surplus application monies will be refunded without interest.

1.8 Broker commission fees

No brokerage or stamp duty will be payable by Shareholders.

1.9 Allotment of Shares

The Shares and Additional Shares are expected to be allotted by no later than 5 April 2013. Shares allotted pursuant to the placement of Shortfall under section 1.7 may be allotted within 3 months after the Closing Date. Until issue and allotment of the Shares under this Prospectus, the application monies will be held in trust in a separate bank account opened and maintained for that purpose only. Any interest earned on application monies will be for the benefit of the Company and will be retained by it irrespective of whether allotment of the Shares takes place.

The Company, in consultation with the Underwriter, reserves the right not to proceed with the Offer at any time before the issue of the Shares to Eligible Shareholders. If the Offer

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does not proceed, the Company will return all application monies as soon as practicable after giving notice of its withdrawal, without interest.

1.10 ASX Listing

Application for Official Quotation of the Shares allotted pursuant to this Prospectus will be made to ASX within seven days following the date of this Prospectus.

If ASX does not grant Official Quotation of the Shares offered pursuant to this Prospectus within three months after the date of this Prospectus (or such period as varied by ASIC), the Company will not allot any Shares and will repay all application monies for the Shares within the time period prescribed under the Corporations Act , without interest.

A decision by ASX to grant Official Quotation of the 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 Shares now offered for subscription.

1.11 Overseas Investors

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

(a) the number of Shareholders outside of Australia, New Zealand and the United Arab Emirates;
(b) the number and value of the securities to be offered to Shareholders 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, and does not, make offers under the Prospectus to Shareholders outside of Australia, New Zealand and the United Arab Emirates.

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 Entitlements of the Excluded Shareholders to the nominee who will account to the Company's share registry who will then dispatch the net proceeds (if any) (ie; sale proceeds after deducting fees and GST) to each individual Excluded Shareholder. The nominee will charge a fee of $250.00 plus GST or 1% of the value of the sales executed whichever is the greater.

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.

The Offer contained in this Prospectus to Eligible Shareholders with registered addresses in New Zealand is made in reliance on the Securities Act (Overseas Companies) Exemption Notice 2002 (New Zealand).

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Members of the public in Australia, New Zealand and the United Arab Emirates who are not existing Shareholders on the Record Date are not entitled to apply for any Shares.

All rights that would have been offered to Excluded Shareholders will be allowed to lapse and will form part of the Shortfall.

1.12 Market Prices of Shares on ASX

The highest and lowest closing market sale prices of Shares on ASX during the three (3) months immediately preceding the date of this Prospectus and the respective dates of those sales were $0.245 on 23 February 2012 and 29 February 2012 and $0.039 on 21 February 2013.

The latest available market sale price of Shares on ASX at the close of trading on the day before the date of this Prospectus was $0.039 on 21 February 2013.

1.13 Privacy

The Company collects information about each Applicant provided on an Entitlement and Acceptance Form for the purposes of processing the application and, if the application is successful, to administer the Applicant's security holding in the Company.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information in the Entitlement and Acceptance Form for the purposes set out in this privacy disclosure statement and may disclose it for those purposes to the share registry, the Company's related bodies corporate, agents, contractors and third party service providers (including mailing houses), the ASX, the ASIC and other regulatory authorities.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

If an Applicant becomes a security holder of the Company, the Corporations Act requires the Company to include information about the security holder (including name, address and details of the securities held) in its public register. This information must remain in the register even if that person ceases to be a security holder of the Company. Information contained in the Company's registers is also used to facilitate distribution payments and corporate communications (including the Company's financial results, annual reports and other information that the Company may wish to communicate to its security holders) and compliance by the Company with legal and regulatory requirements.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your application.

An Applicant has a right to gain access to the information that the Company holds about that person subject to certain exemptions under law. A fee may be charged for access. Access requests must be made in writing to the Company’s registered offices.

1.14 Forward-looking statements

This Prospectus contains forward-looking statements which are identified by words such as ‘may’, ‘could’, ‘believes’, ‘estimates’, ‘targets’, ‘expects’, or ‘intends’ and such other similar words that involve risks and uncertainties.

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These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are expected to take place.

Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company and the Directors.

The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements.

The Company has no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law.

These forward-looking statements are subject to various risk factors that could cause our actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in section 3 of this Prospectus.

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2 Effect of the Offer on the Company

2.1 Effect of the Offer

The principal effects of the Offer on the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, are as follows:

(a) the Company will issue approximately 56,800,692 Shares and the total number of Shares on issue will increase to 568,006,923 Shares;
(b) the cash reserves of the Company will increase by approximately $2,272,028 (less the expenses of the Offer) immediately after completion of the Offer; and
(c) the equity of Eligible Shareholders who do not participate in the Offer will be diluted as is evidenced from the figures set out in Section 2.4.

2.2 Condensed Statement of Financial Position

Set out as follows is the Condensed Statement of Financial Position of the consolidated entity as at 31 December 2012 which has not been subject to review or audit.

The pro-forma Condensed Statement of Financial Position of the consolidated entity as at 31 December 2012 has been adjusted for the following transactions:

(a) completion of the Placement as announced on 15 February 2013:
(i) the issue of 52,500,000 Shares pursuant to the Placement raising $2,100,000; and
(ii) the expenses of the Placement of approximately $125,000;
(b) on the basis that the full amount is raised pursuant to the Offer:
(i) the issue of 56,800,692 Shares pursuant to this Prospectus to raise $2,272,028; and
(ii) the estimated expenses of the Offer of approximately $161,000.

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Pro-forma Statement of Financial Position

	Consolidated 31 December 2012 (unaudited) $ Pro-forma Consolidated 31 December 2012 (unaudited) $ 1,790,204 5,876,232 59,790 59,790 51,346 51,346


ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Other TOTAL CURRENT ASSETS NON-CURRENT ASSETS Investments accounted for using the equity method Other financial assets Property, plant and equipment TOTAL NON-CURRENT ASSETS TOTAL ASSETS LIABILITIES CURRENT LIABILITIES Trade and other payables Provisions TOTAL CURRENT LIABILITIES NON-CURRENT LIABILITIES Provisions TOTAL NON-CURRENT LIABILITIES TOTAL LIABILITIES NET ASSETS EQUITY Contributed equity Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interests TOTAL EQUITY
	1,901,340 5,987,368
	346,030 346,030 992,949 992,949 795,150 795,150
	2,134,129 2,134,129
	4,035,469 8,121,497
	1,529,132 1,529,132 133,192 133,192
	1,662,324 1,662,324
	43,502 43,502
	43,502 43,502
	1,705,826 1,705,826
	2,329,643 6,415,671
	51,141,956 55,227,984 6,664,609 6,664,609 (54,936,979) (54,936,979)
	2,869,586 6,955,614 (539,943) (539,943)
	2,329,643 6,415,671

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Notes to the pro-forma Condensed Statement of Financial Position based on minimum subscription

1 includes $4,372,028 comprising gross proceeds raised pursuant to the Placement and the Offer (less estimated Placement and Offer costs of $286,000);
2 assumes that no existing Options are exercised prior to the Record Date for this Offer. If all Options currently capable of being exercised are exercised before the Record Date, cash will increase by a further $8,650,000 as a result of payments of the exercise price received by the Company and an additional 33,950,000 Shares will be issued. If all Entitlements are taken up in respect of those 33,950,000 Shares, cash will increase by $150,889 and contributed capital would increase by a similar amount; and
3 does not take into account any transactions between 31 December 2012 and the date of this Prospectus (other than the Placement as noted above). The pro-forma Condensed Statement of Financial Position reflects only the transactions the subject of this Prospectus and the Placement.

2.3 Effect on capital structure

The effect of the Offer on the capital structure of the Company, assuming all Entitlements are accepted and no Options are exercised prior to the Record Date, is set out below.

Number Shares currently on issue 511,206,231 Shares to be issued pursuant to the Offer 56,800,692 Shares on issue after completion of the Offer* 568,006,923

Note:

* If all Options that are currently capable of being exercised are exercised prior to the Record Date, a further 33,950,000Shares will be offered pursuant to this Prospectus. Please refer to the table below for details of those Options which are currently subject to vesting conditions.

Options

Exercise Price ($)	Expiry Date	Number
Unquoted Options
0.15	7 May 2014	4,000,000
0.21	5 October 2014	600,000
0.27	22 November 2014	7,000,000
0.21	10 July 2015	1,000,000
0.29	21 November 2015	15,000,000
0.29	21 November 2015	3,900,000
0.14	12 January 2017	2,450,000

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Exercise Price ($)	Expiry Date	Number
Options to be issued pursuant to the Offer		Nil
Options on issue after completion of the Offer		33,950,000

No Shares or Options on issue are subject to escrow restrictions, either voluntary or ASX imposed.

2.4 Potential dilutionary impact of Offer

Assuming no existing Options are exercised prior to the Record Date, the maximum number of Shares which will be issued pursuant to the Offer is approximately 56,800,692. This equates to approximately 10% of all the issued Shares in the Company following completion of the Offer.

		% at Record Date	Entitlement under the Offer	Holding if Offer not taken up	% post completion of the Offer
Holder	Holding as at Record Date

Shareholder 1	30,000,000	5.87%	3,333,333	30,000,000	5.28%
Shareholder 2	15,000,000	2.93%	1,666,667	15,000,000	2.64%
Shareholder 3	7,000,000	1.37%	777,778	7,000,000	1.23%
Shareholder 4	3,000,000	0.59%	333,333	3,000,000	0.53%

2.5 Effect on control

Based upon substantial shareholder notices lodged on ASX, the Company has two substantial shareholders:

Acorn Capital Limited (7.03%); and
PAL Technology Services LLC (Royal Group) (13.10%).

Neither of those parties will increase their shareholding above their current level as at the date of this Prospectus as a result of the Offer, unless those parties apply for and are issued Additional New Shares.

The Underwriting Agreement is not expected to have any impact on control because the Underwriter has engaged a number of sub-underwriters to the Offer, none of whom will be entitled to acquire a relevant interest in greater than 20% of the Shares on completion of the Offer. The sub-underwriters are clients of the Underwriter.

It is the current intention of Mr Rick Crabb to renounce his Entitlement. Mr Crabb and his spouse in their capacity as trustees of the Intermax Trust ( Trust ) have agreed to subunderwrite $500,000 of the Offer. The Trust’s obligation to sub-underwrite will not have any impact on control of the Company. If the Trust is required to fulfil all of it subunderwriting obligation, Mr Crabb’s interest in the Company would increase by 12,500,000 Shares to 33,285,208 Shares. This increase equates to approximately 5.86%

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of all the issued Shares in the Company following completion of the Offer. Please refer to Section 4.8(a) for further details.

However, should the sub-underwriters to the Offer default in their obligations, there is a remote chance that the Underwriter would be required to subscribe for the Shortfall itself in accordance with the terms of the Underwriting Agreement. Should this occur, it could have an impact on the control of the Company. Therefore, the Company is providing the additional disclosure below.

The Underwriter currently holds no Shares. To the extent that the Underwriter is obliged to subscribe for Shares in accordance with the Underwriting Agreement, it will increase the Underwriter’s voting power in the Company. The Underwriter is not a related party of the Company for the purpose of the Corporations Act. The Underwriter’s present relevant interest and changes under several scenarios are set out in the table below.

	Shares held by Underwriter	Voting Power of Underwriter
Event

Date of Prospectus	Nil	Nil
Offer fully subscribed (no Shortfall)	Nil	Nil
Offer 75% subscribed (25% Shortfall)	14,200,173	2.50%
Offer 50% subscribed (50% Shortfall)	28,400,346	5.00%
Offer 25% subscribed (75% Shortfall)	42,600,519	7.50%
Offer 0% subscribed (100% Shortfall)	56,800,692	10%

The number of shares held by the Underwriter and its voting power in the table above show the potential effect of the underwriting of the Offer. However, it is unlikely that no Shareholders will take up entitlements under the Offer. The underwriting obligation and therefore voting power of the Underwriters will reduce by a corresponding amount for the amount of entitlements under the Offer taken up by the other Shareholders.

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3 Risk Factors

3.1 Introduction

This section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors 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. Intending investors 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 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. 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 which potential investors need to be aware of.

3.2 Risks specific to the Offer

Potential for significant dilution

This means that each Share will represent a significantly lower proportion of the ownership of the Company. It is not possible to predict what the value of the Company or a Share will be following the completion of the Offer and the Directors do not make any representation to such matters.

The closing trading price of Shares on ASX on the day prior to the date of this Prospectus of $0.039 on 21 February 2013 is not a reliable indicator as to the potential trading price of Shares following completion of the Offer.

Shareholders should note that if they do not participate in the Offer, their holdings are likely to be diluted by approximately 11.1% (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Please refer to section 2.4 of this Prospectus for examples of how the potential dilutionary effect of the Offer may impact Shareholders.

3.3 Risks specific to the Company

Completion risk

The Company has entered into various agreements for the purchase of exploration permits in Burkina Faso (including a 90% interest in the Korongou project). Payment of consideration pursuant to such agreements is made on instalment basis. Once all of the instalment payments have been made by the Company, legal title to the exploration permits will be transferred to the Company (or its nominees). Completion of the transfer of legal title to the exploration permits will not occur if the Company does not pay consideration instalments when due or withdraws from the agreements or the vendors under such agreements default on their obligations under the agreements.

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Divestment of interests in Mali

On or about 20 February 2013,the Company entered into an agreement for the sale of its Mali assets. Completion of the sale of the Mali assets is conditional upon the purchaser being satisfied with due diligence investigations regarding the validity of the relevant permits on or before 7 March 2013, failing which the agreement will terminate. Completion will occur on 31 December 2013, unless otherwise agreed. However, completion will not occur if the purchaser defaults on its obligations under the agreement, including by failing to pay the purchase consideration.

Additional requirements for capital for Balogo Project

The ability of the Company to execute its future planned exploration and project evaluation activities requires the Company to raise additional capital.

Once the definitive feasibility study has been finalised, the Company will be in a position to better understand its development options of the Netiana Lodes and the quantum and mix of capital required to give effect to those options. Any further equity component capital raising may result in dilution of Shareholders’ holdings.

Exploration and operational risks

These factors affect the Company’s ability to establish mining operations, continue with its projects, earn income from its operations and will affect the Company’s share price.

Resource Estimates

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Title Risk

The Company has operations and assets located in foreign jurisdictions, including mining permits in Burkina Faso, Mali and Sweden (through the Company’s holding in Royal Falcon Mining LLC).

Each permit and concession is for a specific term and carries with it annual expenditure and reporting commitments, as well as other conditions requiring compliance. Consequently, the Company could lose title to or its interest in permits and concessions if permit and concession conditions are not met or if insufficient funds are available to meet expenditure commitments.

There is no guarantee that the exploration permits granted by the governments of Burkina Faso, Mali and Sweden in connection with the properties will be renewed upon their termination.

Government approvals and permits are currently, and may in the future be, required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

Gold Price

In the future, the Company's revenue will come from sale of product. Therefore, its earnings will be closely related to the price and arrangements it enters into for selling of its products. Product prices fluctuate and are affected by factors including the relationship between global supply and demand for gold, forward selling by producers, the cost of production and general global economic conditions.

Commodity prices are also affected by the outlook for inflation, interest rates, currency exchange rates and supply and demand issues. These factors may have an adverse affect on the Company's exploration, development and production activities as well as its ability to fund those activities.

In particular, the Company’s future profitability depends upon the world market price of gold. If the market price for gold fall below the Company’s production costs and remain at such levels for any sustained period of time, it may not be economically feasible to commence or continue production. This would materially and adversely affect production, profitability and the Company’s financial position. The Company may, against a decline in the gold price, experience losses and may determine to discontinue operations or development of a project or mining at one or more of its properties. If the price of gold drops significantly, the economic prospects of the projects in which the Company has an interest could be significantly reduced or rendered uneconomic.

A decline in the market prices of gold may also require the Company to write down its mineral reserves and resources which would have a material and adverse effect on its earnings and profitability. Should any significant write-down in reserves and resources be required, material write-down of the Company’s investment in the affected mining properties and increased amortisation, reclamation and closure expenses may be required.

Furthermore, international prices of various commodities, including gold, are denominated in United States dollars, whereas the income and expenditure of the Company are and will be taken into account in Australian currency, exposing the Company to the

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fluctuations and volatility of the rate of exchange between the United States dollar and the Australian dollar as determined in international markets.

Access to land

The Company will experience delays and cost overruns in the event it is unable to access the land required for its operations. This may be as a result of weather, environmental restraints, native title, harvesting, landholder’s activities, government legislation (as noted above under Title Risk) or other factors.

The maintenance, renewal and granting of tenements often depends on the Company being successful in obtaining required statutory approvals. There is no assurance that the Company will be granted all the mining tenements for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

Environmental regulation risk

The Company’s operations are subject to environmental regulations in Burkina Faso, Mali and Sweden (where the Company has an interest in the Bergslagen joint venture through the Company’s holding in Royal Falcon Mining LLC).

Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company’s operations.

Government approvals and permits are required in connection with the Company’s operations. To the extent such approvals are required and not obtained, the Company may be delayed or prohibited from proceeding with planned exploration or development of its mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions (including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed) and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Amendments to current laws, regulations and permits governing the Company’s operations and activities, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the development of new properties.

Environmental liabilities risk

The Company’s activities are subject to potential risks and liabilities associated with the potential pollution of the environment and the necessary disposal of mining waste products resulting from mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce funds otherwise available to the Company

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and could have a material adverse effect on the Company. Laws and regulations intended to ensure the protection of the environment are constantly changing, and are generally becoming more restrictive.

Land rehabilitation requirements

Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on the Company in connection with its mineral exploration, the Company must allocate financial resources that might otherwise be spent on further exploration and/or development programs.

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 Burkinabé, 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 Burkina Faso, 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 Burkina Faso and 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 by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

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. The Company’s ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals. Investors must be willing to rely to a significant extent on management’s discretion and judgement, as well as the expertise and competence of outside contractors.

3.4 General Risks

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:

(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.

Insurance coverage risk

Exploration and development operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labour disputes, changes in regulatory environment, monetary losses and possible legal liability.

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons.

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Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company.

Unforseen expenses

The Company may be subject to significant unforseen expenses or actions.

This may include unplanned operating expenses, future legal actions or expenses in relation to future unforseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds may be required to fund the Company’s future objectives.

Litigation risk

The Company is subject to litigation risks. All industries, including the minerals exploration industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit.

Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company’s activities.

Market Conditions

The market price of the Company’s Shares could fluctuate significantly. The market price of the Company’s Shares may fluctuate based on a number of factors including the Company’s operating performance and the performance of competitors and other similar companies, the public’s reaction to the Company’s press releases, other public announcements and the Company’s filings with the various securities regulatory authorities, changes in earnings estimates or recommendations by research analysts who track the Company’s Shares or the shares of other companies in the resource sector, changes in general economic conditions, the number of the Company’s Shares publicly traded and the arrival or departure of key personnel, acquisitions, strategic alliances or joint ventures involving the Company or its competitors.

In addition, the market price of the Company’s Shares are affected by many variables not directly related to the Company’s success and are therefore not within the Company’s control, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Company’s Shares, and the attractiveness of alternative investments. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

Future Government Actions

Future Burkinabé, Mali or Swedish Governments' 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 Burkina Faso, Mali and Sweden.

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 is or may become a party; or insolvency or other managerial failure by any of the contractors used by the

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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.

3.5 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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4 Additional information

4.1 Continuous disclosure obligations

The Company is a "disclosing entity" (as defined in section 111AC of 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.

The board of Directors have adopted a policy on compliance with the Listing Rules which sets out the obligations of the Directors, officers and employees to ensure the Company satisfies the continuous disclosure obligations imposed by the Listing Rules and the Corporations Act . The policy provides information as to what a person should do when they become aware of information which could have material effect on the Company’s securities and the consequences of non compliance.

4.2 Legal framework of this Prospectus

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 and the securities are in a class of securities that were quoted ED securities at all times in the 12 months before the issue of this Prospectus.

This Prospectus is a “transaction specific prospectus”. In general terms, a transaction specific prospectus is only required to contain information in relation to the effect of the issue of securities on a company and the rights attaching to the securities. It is not necessary to include general information in relation to all of the assets and liabilities, financial position, profits and losses or prospects of the issuing company.

This Prospectus is intended to be read in conjunction with the publicly available information in relation to the Company which has been notified to ASX and does not include all of the information that would be included in a prospectus for an initial public offering of securities in an entity that is not already listed on a stock exchange. Investors should therefore have regard to the other publicly available information in relation to the Company before making a decision whether or not to invest.

Having taken such precautions and having made such enquiries as are reasonable, the Company believes that it has complied with the requirements of ASX as applicable to disclosing entities from time to time, and which require the Company to notify ASIC of information available to the stock market conducted by ASX, throughout the 3 months before the issue of this Prospectus.

Information that is already in the public domain has not been reported in this Prospectus other than that which is considered necessary to make this Prospectus complete.

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.

page |32

4.3 Information available to Shareholders

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

(a) the Annual Financial Report for the Company for the year ended 30 June 2012;
(b) the Interim Financial Report of the Company for the half-year ended 31 December 2012; and
(c) the following documents used to notify ASX of information relating to the Company during the period after lodgement of the Annual Financial Report of the Company for the period ended 30 June 2012 and before the issue of this Prospectus:


Date	Announcement

22/Feb/13	Updated Appendix 3B – Rights Issue
22/Feb/13	Placement Allotted, Secondary Trading Notice, Appendix 3B
22/Feb/13	Mali Assets Divested for US$4.4 Million
20/Feb/13	Golden Rim Completes its Due Diligence at Korongou
15/Feb/13	Suspension from Official Quotation
13/Feb/13	Trading Halt
6/Feb/13	Change in Directors Interest
5/Feb/13	Maiden Gold Resource and Preliminary Scoping Study Results
1/Feb/13	Golden Rim to Acquire Korongou Gold Project, Burkina Faso
21/Jan/13	Scoping Study Commences at Balogo in Burkina Faso
18/Jan/13	Further Extensions to the Netiana Lodes at Balogo
11/Jan/13	Change in substantial holding for RIE
9/Jan/13	ASX Query
21/Dec/12	Diamond Drilling Extends the Netiana Lodes at Depth
12/Dec/12	Preliminary Metallurgical Recoveries Exceed 95%
3/Dec/12	Presentation, Focused on being a Burkina Faso Producer
3/Dec/12	Investor Fact Sheet
3/Dec/12	BDI to Farm-In to Diapaga Gold Project
3/Dec/12	Golden Rim Agrees to a Farm-out for the Diapaga Project
23/Nov/12	New Drill Targets Identified at Sebba, Burkina Faso
12/Nov/12	Appendix 3Y Mackay and Rodgers

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Date	Announcement

12/Nov/12	Appendix 3B
8/Nov/12	Golden Rim Completes its 2012 Annual General Meeting
8/Nov/12	Further High Grade Gold Intersections from Netiana, Balogo
7/Nov/12	Gravity Survey Commences at Balogo, Burkina Faso
2/Nov/12	Change in substantial holding for RIE
30/Oct/12	Quarterly Activities / Cashflow Report 30 September 2012
12/Oct/12	Diamond Drilling Commences at Balogo, Burkina Faso
11/Oct/12	Notice of Annual General Meeting
8/Oct/12	Project Expanded and New Gold Anomaly Outlined at Sebba

4.4 Corporate Governance

The Company has adopted comprehensive systems of control and accountability as the basis for the administration of corporate governance. The board of Directors is committed to administering the policies and procedures with openness and integrity, pursuing the true spirit of corporate governance commensurate with the Company's needs.

To the extent that they are applicable to the Company, the board of Directors has followed the ASX Corporate Governance Council's Corporate Governance Principles and Recommendations where the board of Directors has considered the recommendation to be an appropriate benchmark for its corporate governance practices. Where, after due consideration, the Company’s corporate governance practices depart from a recommendation, the Board has disclosed the reasons for the departure in its Corporate Governance Statement for the financial year ended 30 June 2012. This can be found in the Annual Financial Report for the Company for the financial year ended 30 June 2012.

A summary of the Company’s corporate governance policies and procedures is available on the Company’s website at www.goldenrim.com.au.

4.5 Rights Attaching to Shares

The 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 principal rights which attach to the Company’s 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:

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(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 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 (superseded by ASX Settlement) 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 (superseded by ASX Settlement) transfer) where:

(i) the Listing Rules or the settlement rules of ASTC (superseded by ASX Settlement) 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

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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 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.

4.6 Material Contracts

Pursuant to an Underwriting Agreement dated 22 February 2013 between the Company and Patersons Securities Limited ( Underwriter ), the Underwriter has agreed to underwrite 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, an underwriting fee equal to 4% of the underwritten amount of $2,272,028 (being approximately $90,881 ) and a management fee of 1% of the total amount raised by the Rights Issue (being up to approximately $22,720 (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 $0.04; 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

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(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 4.5(p)(vi), forms the view on reasonable grounds that a supplementary or replacement prospectus 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 Shares; 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 section 713 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
(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

page |37

Kingdom, the United States of America, India and 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, such act having a Material Adverse Effect; 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) (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
(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; 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

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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
(xviii) (Timetable): there is a delay in any specified date in the Timetable which is greater than 7 Business Days and the Underwriter has not given its prior written consent agreeing to a delay exceeding 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.

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Clause 13.2 of the Underwriting Agreement provides that the Underwriter may not exercise its rights under paragraph (r) 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 Section 4.6 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;

"Event of Insolvency" means:

(c) 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;
(d)
a liquidator or provisional liquidator is appointed in respect of a corporation;
(e) 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;
(f) 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;
(g) 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;
(h) 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

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(i) 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;

"Material Adverse Effect" means:

(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):
(i) entering into a buy-back agreement or;
(ii) 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;

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(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;
(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 56,800,692 Shares the subject of the Offer;

"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.

4.7 Litigation

As at the date of this Prospectus, the Company is not involved in any legal proceedings and the Directors are not aware of any legal proceedings pending or threatened against the Company.

4.8 Interests of Directors

(a) Directors’ holdings

At the date of this Prospectus the relevant interest of each of the Directors in the securities of the Company are as follows:

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Directors	Shares	Shares	Options	Options
	Direct	Indirect	Direct	Indirect
Rick Crabb	4,103,996	16,681,212(1)	-	3,000,000(2)
Craig Mackay	-	4,521,047(3)	-	2,000,000(4) 3,500,000(5) 5,000,000(6)
Gilbert Rodgers	2,757,861	335,361(7)	2,000,000(8) 2,500,000(9) 3,000,000(10)	1,000,000(11) 1,000,000(12)
Glenister Lamont		324,519(13)		1,500,000(14)
Nadir Alhammadi	-	-	1,500,000(15)	-

Notes:

1. 2,676,607 Shares are held in name of Carol Jean Crabb & Rick Wayne Crabb as trustee for the Intermax Trust. Rick Crabb is a beneficiary of the Intermax Trust; 14,004,605 Shares are held by Westessa Pty Ltd, of which Rick Crabb is a director and shareholder.

2. Options are held in name of Carol Jean Crabb & Rick Wayne Crabb as trustee for the Intermax Trust. Rick Crabb is a beneficiary of the Intermax Trust. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.

3. 4,025,000 Shares are held in name of Earth Science Solutions Pty Ltd a company which Mr Mackay is a director and shareholder; 27,000 Shares are held by Sharyn Mackay in trust for related parties of Craig Mackay; and 469,047 Shares are held by Warrego Pty Ltd superannuation account of which Mr Mackay is a director and shareholder.

4. Options are held in name of Earth Science Solutions Pty Ltd a company which Mr Mackay is a director and shareholder. These unquoted Options are exercisable at $0.15 each on or before 7 May 2014.

5. Options are held in name of Earth Science Solutions Pty Ltd a company which Mr Mackay is a director and shareholder. These unquoted Options are exercisable at $0.27 each on or before 22 November 2014.

6. Options are held in name of Earth Science Solutions Pty Ltd a company which Mr Mackay is a director and shareholder. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.

7. These shares are held by Silkform Pty Ltd of which Gilbert Rodgers is a director and shareholder.

8. These unquoted Options are exercisable at $0.15 each on or before 7 May 2014.

9. These unquoted Options are exercisable at $0.27 each on or before 22 November 2014.

10. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.

11 Options are held by related parties of Gilbert Rodgers. These unquoted Options are exercisable at $0.27 each on or before 22 November 2014.
12 Options are held by related parties of Gilbert Rodgers. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.
13 Shares are held in Logmaor Pty Ltd of which Glenister Lamont is a director and shareholder.

14. Options are held in Alexcal Pty Ltd as trustee for the GBSD Trust of which Glenister Lamont is a beneficiary. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.

15. These unquoted Options are exercisable at $0.29 each on or before 21 November 2015.

It is the current intention of Mr Mackay and Mr Lamont to subscribe for all of their respective Entitlements offered to them under this Prospectus.

It is the current intention of Mr Rodgers to subscribe for some of his Entitlements offered to him under this Prospectus.

It is the current intention of Mr Crabb to renounce his Entitlement. Mr Crabb and his spouse in their capacity as trustees of the Intermax Trust ( Trust ) have agreed to subunderwrite $500,000 of the Offer. The Trust’s obligation to sub-underwrite will not have any impact on control of the Company. If the Trust is required to fulfil all of it sub-

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underwriting obligation, Mr Crabb’s interest in the Company would increase by 12,500,000 Shares to 33,285,208 Shares. This increase equates to approximately 5.86% of all the issued Shares in the Company following completion of the Offer. The Trust will receive a sub-underwriting fee of 1% of the sub-underwritten amount.

Mr Alhammadi does not own Shares and therefore will not receive any Entitlements.

All Directors may or may not purchase additional Shares prior to the Record Date.

(b) Remuneration of Directors

The Constitution of the Company provides that the non-executive 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 $300,000), 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.

Details of remuneration provided to Directors and their associated entities during the financial years ended 30 June 2011 and 30 June 2012 and the current financial year ending 30 June 2013 to 31 January 2013 are as follows:


					Other non- monetary remuner- ation ($)
	Financial Year End	Fees/ Salaries ($)	Super- annuation ($)	Equity Options ($)		Total ($)
Director



Rick Crabb	2013~~1~~	35,000	8,750	-	-	43,750
	2012	60,000	15,000	-	-	75,000
	2011	60,000	15,000	423,000	-	498,000
Craig Mackay	2013~~1~~	148,750	14,583	85,400	-	248,733
	2012	245,000	25,000	-	-	270,000
	2011	251,674	13,326	863,074	-	1,128,074
Gilbert Rodgers	2013~~1~~	116,082	14,583	85,400	-	216,065
	2012	200,000	24,000	-	-	224,000
	2011	200,000	12,000	722,074	-	934,074
Glenister Lamont	2013~~1~~	29,434	2,649	-	-	32,083
	2012	50,459	4,541	-	-	55,000
	2011	50,459	4,541	211,500	-	266,500
Nadir Alhammadi	2013~~1~~	29,168	-	-	-	29,168
	2012	50,000	-	-	-	50,000
	2011	50,000	-	2211,500	-	261,500

Notes:

1 The amounts shown for the financial year ending 30 June 2013 relate to remuneration provided to Directors and their associated entities up to 31 January 2013.

(c) Directors’ interests

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

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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:

(i) the formation or promotion of the Company; or
(ii) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(iii) the Offer.

The Company has entered into Deeds of Indemnity, Access and Insurance on standard terms with each of the Directors. Those deeds indemnify each of the Directors in respect of any liabilities and legal expenses incurred by them whilst acting as Directors and insure them against certain risks they are exposed to as Directors. The Company has paid insurance premiums to insure each of the Directors against liabilities for costs and expenses incurred by them in defending any legal proceedings while acting in the capacity of a Director.

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 Offer.

4.9 Interests of Named Persons

Except as disclosed in this Prospectus, no promoter or 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 , holds, or during the last two years has held, any interest in:

(a) the formation or promotion of the Company;
(b) property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Offer; or
(c) the Offer,

and no amounts of any kind (whether in cash, Shares, Options or otherwise) have been paid or agreed to be paid to a promoter or any 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 for services rendered by that person in connection with the formation or promotion of the Company or the Offer.

Gilbert + Tobin has acted as solicitors to the Company in relation to the Offer. The Company will pay approximately $20,000 (plus GST) to Gilbert + Tobin for these services. Gilbert + Tobin has provided other professional services to the Company during the last two years for which the Company has paid fees totalling approximately $76,748 (plus GST).

Security Transfer Registrars Pty Ltd is the Company’s share registry. They have provided share registry services to the Company during the last two years for which the Company has paid fees totalling approximately $66,000 (plus GST).

Patersons Securities Limited has acted as lead manager and underwriter to the Offer. The Company will pay approximately $113,600 (plus applicable GST) to Patersons

page |45

Securities Limited for these services. Patersons Securities Limited has not provided other professional services to the Company during the last two years.

4.10 Consents

Each of the other parties referred to in this section 4.10:

(a) has not authorised or caused the issue of this Prospectus.
(b) 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; and
(c) 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.

Gilbert + Tobin has given its written consent to being named in this Prospectus as solicitors to the Company in relation to the Offer in the form and context in which it is named. Gilbert + Tobin has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

Security Transfer Registrars Pty Ltd has given its written consent to being named in this Prospectus as the Company’s share registry and references to Security Transfer Registrars Pty Ltd in this Prospectus in the form and context in which they appear. Security Transfer Registrars Pty Ltd has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

Patersons Securities Limited has given its written consent to being named in this Prospectus as lead manager and underwriter to the Offer in the form and context in which it is named. Patersons Securities Limited has not withdrawn such consent before lodgement of this Prospectus with the ASIC.

There are a number of persons referred to elsewhere in this Prospectus who are not experts and who have not made statements included in this Prospectus nor are there any statements made in this Prospectus on the basis of any statements made by those persons. These persons did not consent to being named in the Prospectus and did not authorise or cause the issue of this Prospectus.

4.11 Expenses of the Offer

The estimated expenses of the Offer are as follows:

	$
Expense

ASIC fees	2,171
ASX fees	8,500
Management and underwriting fees	116,500
Legal expenses	20,000
Share registry fees	4,000
Printing and other expenses	10,000
Total	161,171

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5 Directors’ authorisation

This Prospectus is issued by the Company and its issue has been authorised by a resolution of the Directors.

In accordance with section 720 of the Corporations Act , each Director has consented to the lodgement of this Prospectus with the ASIC.

Dated: 22 February 2013

==> picture [130 x 35] intentionally omitted <==

Gilbert Rodgers Executive Director For and on behalf of Golden Rim Resources Ltd

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6 Defined terms

A$ and $ means Australian dollars, unless otherwise stated.

Additional Shares means Shares in addition to an Eligible Shareholder’s Entitlement for which an Applicant applies for pursuant to an Entitlement and Acceptance Form .

Applicant means a person who submits an Entitlement and Acceptance Form.

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Operating Rules means the operating rules of the settlement facility provided by ASX Settlement as amended from time to time.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or the financial market operated by it, as the context requires.

Board means the board of Directors.

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 26 March 2013 (unless extended).

Company means Golden Rim Resources Ltd (ACN 006 710 774).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means the Corporations Act 2001 (Cth).

Directors means the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a Shareholder whose details appear on the Register as at the Record Date and who is not an Excluded Shareholder.

Entitlement means the entitlement of an Eligible Shareholder to apply for Shares pursuant to the Offer.

Entitlement and Acceptance Form means the entitlement and acceptance form either attached to or accompanying this Prospectus.

Excluded Shareholder means a Shareholder who does not reside in Australia, New Zealand or the United Arab Emirates.

Korongou Letter Agreement means the letter agreement entitled “Offer to purchase 90% of the “Korongou Project” dated 24 January 2013 between the Company and Epsilon Gold Mines Limited.

Listing Rules means the Listing Rules of ASX.

Offer means the renounceable entitlement offer of Shares pursuant to this Prospectus.

Official List means the Official List of the ASX.

page |48

Official Quotation means quotation on the Official List.

Option means an option to acquire a Share.

Optionholder means a holder of an Option.

Prospectus means this prospectus.

Record Date means 5 March 2013.

Register means the register of Shareholders.

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

Shareholder means the registered holder of a Share.

Shortfall means the Shares forming the Entitlements, or parts of Entitlements, not accepted by Eligible Shareholders.

Underwriter means Patersons Securities Limited (ACN 008 896 311).

Underwriting Agreement means the underwriting agreement between the Company and the Underwriter dated 22 February 2013.

WST means Australian Western Standard Time.

page |49

AI assistant

ASARA RESOURCES LIMITED — Capital/Financing Update 2013

64427_rns_2013-02-21_5517b001-f7cf-459f-8e97-783da306cf3a.pdf

Golden Rim Resources Ltd

ACN 006 710 774

Prospectus

IMPORTANT NOTICE

Corporate Directory

Important Dates

Important Notes

New Zealand Notice

Risk factors

 Potential for significant dilution if Shareholders do not participate in the Offer

 Completion risk

 Additional requirements for capital for Balogo Project

 Exploration and operational risks

 Resource Estimates

Key definitions

Brief instructions for Eligible Shareholders

(a) If you wish to accept your Entitlement in full:

(b) if you only wish to accept part of your Entitlement:

Applying for Additional Shares:

Chairman’s Letter

Dear Shareholder

Rick Crabb Non-Executive Chairman

1 Details of the Offer

1.1 Offer

1.2

Purpose of the Offer

Notes:

1.3 Underwriting

1.4 Rights Trading

1.5 Closing Date

1.6 Entitlements and Acceptance

(e) If you wish to transfer all or part of your Entitlement (other than on market using ASX):

Non-Acceptance of Entitlement

Taxation Implications

Inquiries

PLEASE NOTE IF YOU DO NOT ACCEPT YOUR ENTITLEMENT IN FULL IN ACCORDANCE WITH THE INSTRUCTIONS SET OUT ABOVE, ANY PART OF AN ENTITLEMENT NOT ACCEPTED IN FULL WILL FORM PART OF THE SHORTFALL AND WILL FORM PART OF THE SHORTFALL.

1.7 Applying for Additional Shares

1.8 Broker commission fees

1.9 Allotment of Shares

1.10 ASX Listing

1.11 Overseas Investors

1.12 Market Prices of Shares on ASX

1.13 Privacy

1.14 Forward-looking statements

2 Effect of the Offer on the Company

2.1 Effect of the Offer

2.2 Condensed Statement of Financial Position

Pro-forma Statement of Financial Position

Notes to the pro-forma Condensed Statement of Financial Position based on minimum subscription

2.3 Effect on capital structure

Shares

Note:

Options

2.4 Potential dilutionary impact of Offer

2.5 Effect on control

3 Risk Factors

3.1 Introduction

3.2 Risks specific to the Offer

Potential for significant dilution

3.3 Risks specific to the Company

Completion risk

Divestment of interests in Mali

Additional requirements for capital for Balogo Project

Exploration and operational risks

Resource Estimates

Title Risk

Gold Price

Access to land

Environmental regulation risk

Environmental liabilities risk

Land rehabilitation requirements

Foreign Investment Risk

Reliance on Key Management

3.4 General Risks

Economic Risks

Insurance coverage risk

Unforseen expenses

ASARA RESOURCES LIMITED Capital/Financing Update 2013