ASARA RESOURCES LIMITED — Capital/Financing Update 2013

Feb 14, 2013

ASX/Media Announcement

15 February 2013

Placement and Rights Issue

• Placement of $2.1 million to institutional and sophisticated investors has been completed

• Golden Rim will provide eligible shareholders with the opportunity to participate in a one for nine, underwritten, renounceable rights issue at the same price as the placement

• Following the capital raising, Golden Rim will be funded primarily for:

• Definitive Feasibility Study for the Netiana Lodes

• Exploration programs at the Balogo, Korongou and Sebba Projects

• Initial acquisition costs for the Korongou Project

Golden Rim Resources Ltd ( Golden Rim and Company, ASX: GMR) today announced it has completed a placement of 52.5 million fully paid ordinary shares in the Company at an issue price of 4 cents per share to raise $2.1 million ( Placement ). Golden Rim is also providing eligible shareholders with an opportunity to participate in a renounceable rights issue. The rights issue will raise up to $2.3 million by offering to eligible shareholders (as at the record date of 5 March 2013) one ordinary fully paid share for every nine held at 4 cents each ( Rights Issue ).

The total funds to be raised by the Placement and Rights Issue is expected to be approximately $4.4 million which will be primarily applied as follows. Subject to the outcome of the current Scoping Study, scheduled for completion at the end of February 2013, the funds will be used to carry out a Definitive Feasibility Study for the Netiana Lodes at the Balogo Project. In addition, the funds will also be used for further exploration programs at the Balogo and Sebba projects. The funds will also be used for the initial acquisition payments for the Korongou Project and to fund the drilling the Company has planned at Korongou.

Golden Rim recently announced a maiden JORC resource for the Netiana Lodes and the positive preliminary results of the Scoping Study. The Preliminary Scoping Study estimates from Coffey Mining suggest that an open pit development on the Netiana Lodes would be very robust, with a calculated NPV of A$45.7 million after royalties and tax and an IRR of >100%. Capital cost for a new modular 250,000 tpa plant is estimated at A$38.8 million and total operating cost is estimated at A$603/oz at a treatment rate of 30tph. At a gold price of $1,550/oz, the mine would generate gross revenue of A$106 million/year. The payback has been estimated at less than 5 months. The mine life is currently estimated at 2 years and Golden Rim is confident that this can be extended with further pit optimisation and additional discoveries of satellite gold resources in the region around the Netiana Lodes.

The Korongou Project is one of the most sought after gold properties in Burkina Faso. It has more than 70km of potential gold mineralised structures mapped by the current owner or exposed in artisanal workings which are ready for drill testing. Trenching in the NE of the Korongou Permit has identified more than 20 parallel gold mineralised shear structures within a 1km wide corridor. Individual gold mineralised shear zones up to 30m wide. The head grade of the current small scale mining operation is 5.2 g/t gold and artisanal miners have exploited mineralisation grading over 1,000 g/t gold. A drilling program is planned and Golden Rim is confident of the potential to quickly outline a gold resource in excess of one million ounces that would be suitable for bulk mining. The Korongou Project acquisition is subject to final due diligence by the Company.

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

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Patersons Securities Limited ( Patersons ) was appointed Lead Manager of the Placement. Shares under the Placement were issued under the Company’s 15% placement capacity under ASX Listing Rule 7.1 and accordingly shareholder approval will not be sought. It is also expected that Patersons will be appointed Lead Manager and underwriter to the Rights Issue, subject to the finalisation of an Underwriting Agreement.

Full details of the Rights Issue, including the indicative timetable and details for how to accept the offer, will be set out in a prospectus which the Company expects to lodge with ASIC and ASX on 22 February 2013. The Rights Issue will not be offered to eligible shareholders who reside outside of Australia, New Zealand or the United Arab Emirates.

Attached is an Appendix 3B in relation to the Rights Issue. The Company will lodge an Appendix 3B in relation to the Placement, upon settlement. This announcement effects the end of the Company’s voluntary suspension.

-ENDS-

For further information, please contact:

Hayley Butcher Anna Staples Golden Rim Resources AMN Corporate Company Secretary +61 400 205 433 +61 8 9481 5758 anna@amncorporate.com

Further Company Information

E: info@goldenrim.com.au W:goldenrim.com.au

Capital Structure

Issued Shares: 458,706,231 Unlisted Options: 33,950,000

Major Shareholders

Royal Group, Abu Dhabi 12.4% Acorn Capital 7.6%

Share Registry

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

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Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12

Name of entity

Golden Rim Resources Ltd

ABN

39 006 710 774

We (the entity) give ASX the following information.

Part 1 - All issues

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

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the +securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Fully paid ordinary shares
	56,800,692
	Fully paid ordinary shares

• See chapter 19 for defined terms.

Appendix 3B Page 1

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Appendix 3B New issue announcement

4 Do the[+] securities rank equally Yes the securities rank equally in all respects in all respects from the date of from the date of allotment allotment with an existing[+] class of quoted[+] securities? If the additional securities do not rank equally, please state:  the date from which they do  the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment  the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 4 cents each 6 Purpose of the issue Capital to be applied as follows. Definitive (If issued as consideration for Feasibility Study for the Netiana Lodes at the acquisition of assets, clearly the Balogo Project. Further exploration identify those assets) programs at the Balogo and Sebba projects. Initial acquisition payments for the Korongou Project and exploration at Korongou. 6a Is the entity an[+] eligible entity NA that has obtained security holder approval under rule 7.1A? If Yes, complete sections 6b – 6h in relation to the[+] securities the subject of this Appendix 3B , and comply with section 6i 6b The date the security holder NA resolution under rule 7.1A was passed 6c Number of[+] securities issued NA without security holder approval under rule 7.1

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

6d Number of+securities issued with security holder approval under rule 7.1A 6e Number of+securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of securities issued under an exception in rule 7.2 6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation. 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements 6i Calculate the entity’s remaining issue capacity under rule 7.1 and rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 Dates of entering +securities into uncertificated holdings or despatch of certificates 8 Number and +class of all +securities quoted on ASX (including the securities in section 2 if applicable)	NA
	NA
	NA
	NA
	NA
	NA
	5 April 2013
	Number	+Class
	515,506,923 (excludes placement of 52,500,000 fully paid ordinary shares yet to be allotted)

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the securities in section 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	Number	+Class
	4,000,000 600,000 7,000,000 1,000,000 15,000,000 3,900,000 2,450,000	Options exercisable at $0.15 and expiring on 07/05/14 Options exercisable at $0.21 and expiring on 05/10/14 Options exercisable at $0.27 and expiring on 22/11/14 Options exercisable at $0.21 and expiring on 10/07/15 Options exercisable at $0.29 and expiring on 21/11/15 Options exercisable at $0.29 and expiring on 21/11/15 Options exercisable at $0.14 and expiring on 12/01/17
	NA

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements	No
	Renounceable
	One share for every nine held at the record date
	Fully paid ordinary shares
	5.00pm (WST) on 5 March 2013

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? 17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations 20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled	NA
	Fractions will be rounded up to the nearest whole number
	Countries other than Australia, New Zealand and the United Arab Emirates
	5.00 pm (WST) 26 March 2013
	Patersons Securities Ltd
	Underwriting fee of 4%, Management fee of 1%
	NA
	NA
	NA
	NA
	12 March 2013

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell part of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)? 33 +Despatch date	22 February 2013
	27 February 2013
	19 March 2013
	To be disclosed in Prospectus
	To be disclosed in Prospectus
	To be disclosed in Prospectus
	5 April 2013

Part 3 - Quotation of securities

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

34 Type of securities ( tick one ) (a)[Securities described in Part 1 ] (b)[All other securities ] Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

• See chapter 19 for defined terms.

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Tick to indicate you are providing the information or documents

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

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

• 1 - 1,000

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

37 A copy of any trust deed for the additional[+] securities

Entities that have ticked box 34(b)

38 Number of securities for which +quotation is sought

39 Class of +securities for which quotation is sought

• 40 Do the[+] securities rank equally in all respects from the date of allotment with an existing[+] class of quoted[+] securities?

If the additional securities do not rank equally, please state:

• the date from which they do

• the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

• the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

• See chapter 19 for defined terms.

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41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period (if issued upon conversion of another security, clearly identify that other security)

Number +Class 42 Number and +class of all +securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 8

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Appendix 3B New issue announcement

Quotation agreement

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

• 2 We warrant the following to ASX.

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

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

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

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

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

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

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

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

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Sign here: ............................................................ (Director/Company secretary)

Date: 15 February 2013

Print name: Hayley Butcher

== == == == ==

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 1

Calculation of placement capacity under rule 7.1 and rule 7.1A for +eligible entities

Introduced 01/08/12

Part 1

Rule 7.1 – Issues exceeding 15% of capital

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

Insert number of fully paid ordinary securities on issue 12 months before date of issue or agreement to issue

Add the following:

• Number of fully paid ordinary securities issued in that 12 month period under an exception in rule 7.2

• Number of fully paid ordinary securities issued in that 12 month period with shareholder approval

• Number of partly paid ordinary securities that became fully paid in that 12 month period

Note:

• Include only ordinary securities here – other classes of equity securities cannot be added

• Include here (if applicable) the securities the subject of the Appendix 3B to which this form is annexed

• It may be useful to set out issues of securities on different dates as separate line items

• Subtract the number of fully paid ordinary securities cancelled during that 12 month period

• “A”

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

Step 2: Calculate 15% of “A”	Step 2: Calculate 15% of “A”
“B”	0.15 [Note: this value cannot be changed]
Multiply“A” by 0.15
Step 3: Calculate “C”, the amount of placement capacity under rule 7.1 that has already been used
Insertnumber of equity securities issued or agreed to be issued in that 12 month period not counting_those issued: • Under an exception in rule 7.2 • Under rule 7.1A • With security holder approval under rule 7.1 or rule 7.4 _Note: • This applies to equity securities, unless specifically excluded – not just ordinary securities • Include here (if applicable ) the securities the subject of the Appendix 3B to which this form is annexed • It may be useful to set out issues of securities on different dates as separate line items
“C”
Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1
“A” x 0.15 Note: number must be same as shown in Step 2
Subtract“C” Note: number must be same as shown in Step 3
Total[“A” x 0.15] – “C”	[Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Part 2

Rule 7.1A – Additional placement capacity for eligible entities

Step 1: Calculate “A”, the base figure from which the placement capacity is calculated

“A” Note: number must be same as shown in Step 1 of Part 1

Step 2: Calculate 10% of “A”

“D”

0.10

Note: this value cannot be changed

Multiply “A” by 0.10

Step 3: Calculate “E”, the amount of placement capacity under rule 7.1A that has already been used

Insert number of equity securities issued or agreed to be issued in that 12 month period under rule 7.1A

Notes:

• This applies to equity securities – not just ordinary securities

• Include here – if applicable – the securities the subject of the Appendix 3B to which this form is annexed

• Do not include equity securities issued under rule 7.1 (they must be dealt with in Part 1), or for which specific security holder approval has been obtained

• It may be useful to set out issues of securities on different dates as separate line items

“E”

• See chapter 19 for defined terms.

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Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A “A” x 0.10 Note: number must be same as shown in Step 2 Subtract “E” Note: number must be same as shown in Step 3 Total [“A” x 0.10] – “E” Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

Appendix 3B Page 13

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