ASARA RESOURCES LIMITED — Capital/Financing Update 2014

Oct 30, 2014

ASX/Media Announcement

31 October 2014

SECONDARY TRADING NOTICE

Golden Rim Resources Ltd ( Golden Rim or Company , ASX:GMR) today announced it has issued 238,765,000 fully paid ordinary shares in the Company ( Shares ) at an issue price of $0.011 per Share. These securities are in a class of securities quoted on the Australian Securities Exchange ( ASX ).

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

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

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

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

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

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

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

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

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

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

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

-ENDS-

For further information, please contact:

Hayley Butcher Golden Rim Resources Company Secretary +61 8 9481 5758

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

==> picture [595 x 88] intentionally omitted <==

Further Company Information

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

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

Page | 2

Appendix 3B New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

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

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

Introduced 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, 04/03/13

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 Ordinary fully paid shares be issued Unlisted options 2 Number of[+] securities issued or 238,765,000 ordinary shares to be issued (if known) or 119,382,500 unlisted options maximum number which may be issued 3 Principal terms of the Ordinary fully paid shares. +securities (e.g. if options, Unlisted options with an exercise price of exercise price and expiry date; if partly paid +securities, the $0.0165 and an expiry date of 30 October 2017. amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally The shares will rank equally in all respects in all respects from the[+] issue with the existing class of quoted securities date with an existing[+] class of of the Company. 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 Shares: $0.011 per share Options: nil consideration 6 Purpose of the issue The funds raised by the issue will be used (If issued as consideration for for exploration activities on the Company’s the acquisition of assets, clearly assets in Burkina Faso and for general identify those assets) corporate purposes. 6a Is the entity an[+] eligible entity Yes 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 22 November 2013 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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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 +Issue dates Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A. Cross reference: item 33 of Appendix 3B. 8 Number and +class of all +securities quoted on ASX (_including_the +securities in section 2 if applicable)	NA	NA
	238,765,000 shares and 119,382,500 options at meeting held on 30 October 2014
	NA
	NA
	NA
	LR 7.1: 187,115,432 LR 7.1A: 75,643,622
	Shares: 31 October 2014 Options: 31 October 2014
	Number	+Class
	1,296,536,216	Fully paid ordinary shares

• See chapter 19 for defined terms.

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9 Number and +class of all +securities not quoted on ASX (_including_the +securities in section 2 if applicable)	Number	+Class
	7,000,000 16,366,667 50,000,000 1,000,000 15,000,000 3,900,000 2,150,000 119,382,500	Options exercisable at $0.27 and expiring on 22/11/14 Options exercisable at $0.015 and expiring on 20/02/15 Options exercisable at $0.015 and expiring on 30/06/15 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 Options exercisable at $0.0165 and expiring on 30/10/17

10 Dividend policy (in the case of a NA trust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11 Is security holder approval NA required? 12 Is the issue renounceable or nonNA renounceable? 13 Ratio in which the[+] securities NA will be offered 14 +Class of +securities to which the NA offer relates 15 +Record date to determine NA entitlements

• See chapter 19 for defined terms.

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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 offer 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 offer documents will be sent to persons entitled	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

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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 +Issue date	NA
	NA
	NA
	NA
	NA
	NA
	NA

Part 3 - Quotation of securities

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

34 Type of[+] securities ( tick one )

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

• See chapter 19 for defined terms.

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• 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 NA +quotation is sought 39 +Class of +securities for which NA quotation is sought 40 Do the[+] securities rank equally in NA all respects from the[+] issue date with an existing[+] class of quoted +securities? If the additional[+] securities do not rank equally, please state:

• the date from which they do

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

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

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

• See chapter 19 for defined terms.

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• Number +Class

• 42 Number and +class of all NA +securities quoted on ASX ( including the[+] securities in clause 38)

• See chapter 19 for defined terms.

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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 is not available now, we 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.

Sign here: Date: 31 October 2014 (Company secretary)

Print name: Hayley Butcher

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 1

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

Introduced 01/08/12 Amended 04/03/13

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 653,006,923 securities on issue 12 months before the + issue date or date of agreement to issue Add the following: 26/11/13 74,999,964 shares • Number of fully paid[+] ordinary securities 31/12/13 50,000,000 shares issued in that 12 month period under an 09/07/14 206,250,000 shares exception in rule 7.2 28/07/14 24,414,329 shares 31/10/14 238,765,000 shares • Number of fully paid[+] ordinary securities 594,429,293 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 Nil securities cancelled during that 12 month period “A” 1,247,436,216

• See chapter 19 for defined terms.

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Step 2: Calculate 15% of “A”

“B” 0.15 [Note: this value cannot be changed] Multiply “A” by 0.15 187,115,432

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

• Insert number 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” 0

Step 4: Subtract “C” from [“A” x “B”] to calculate remaining placement capacity under rule 7.1

“A” x 0.15 187,115,432 Note: number must be same as shown in Step 2 Subtract “C” 0 Note: number must be same as shown in Step 3 Total [“A” x 0.15] – “C” 187,115,432 [Note: this is the remaining placement capacity under rule 7.1]

• See chapter 19 for defined terms.

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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” 1,247,436,216 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 0.10 124,743,622

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

• Insert number of[+] equity securities issued 24/02/14 49,100,000 shares

• 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” 49,100,000

• 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

Step 4: Subtract “E” from [“A” x “D”] to calculate remaining placement capacity under rule 7.1A	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	124,743,622
Subtract“E” Note: number must be same as shown in Step 3	49,100,000
Total[“A” x 0.10] – “E”	75,643,622 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B – Annexure 2

20 Largest Holders (Unconsolidated)

1 MERRILL LYNCH AUST NOM PL	239,765,000	18.49%
2 AURORA MINERALS LTD	206,250,000	15.91%
3 HSBC CUSTODY NOM AUST LTD	69,754,210	5.38%
4 PAL TECHNOLOGY SVCS LLC	52,521,875	4.05%
5 * J P MORGAN NOM AUST LTD	46,302,238	3.57%
6 FITEL NOM LTD	24,256,167	1.87%
7 CRABB RICK	19,579,189	1.51%
8 BURROWS MICHAEL F	15,303,922	1.18%
9 DWYER DAVID JOHN + L M	12,600,817	.97%
10 UBS WEALTH MGNT AUST	11,000,000	.85%
11 ZADNIK HLDGS PL	10,422,868	.80%
12 HINCHLIFFE GREGORY	8,875,571	.68%
13 CITICORP NOM PL	8,381,930	.65%
14 METALLICA INV PL	8,364,955	.65%
15 DWYER DAVID JOHN + L M	6,601,162	.51%
16 LIM KENG HOCK JONATHAN	6,250,000	.48%
17 REGENCY DVLMTS WA PL	5,991,651	.46%
18 LEET INV PL	5,512,412	.43%
19 GRAZIANI ANGELO + MARTHA	5,462,216	.42%
20 CHIN NOM PL CHIN NOM	5,166,667	.40%
* * * T o p 2 0 t o t a l * * *	768,362,850	59.26%

• • • T o p 2 0 t o t a l * * *

Distribution Schedule

1 - 1,000	355	113,340	.01 %
1,001 - 5,000	499	1,512,467	.12 %
5,001 - 10,000	292	2,417,249	.19 %
10,001 - 100,000	1257	52,982,644	4.09 %
100,001 -	797	1,239,510,516	95.60 %
Total on register	3200	1,296,536,216	100.00

• See chapter 19 for defined terms.

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