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ASARA RESOURCES LIMITED Capital/Financing Update 2014

Sep 9, 2014

64427_rns_2014-09-09_60b021f6-b56a-432b-aba9-17f215adcc31.pdf

Capital/Financing Update

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ASX/Media Announcement 10 September 2014

Not for distribution to United States newswire services or for dissemination in the United States.

Fundraising and Corporate Update

Golden Rim Resources Ltd (ASX: GMR, Company or Golden Rim ) today announced that it has signed a formal Finder’s Agreement with an affiliate of Sprott Inc. ( Sprott Affiliate ) under which the Sprott Affiliate will provide services as a finder for a proposed capital raising of the Company to raise up to $3.025 million ( Capital Raising ). This follows the Company’s previous announcement on 15 August 2014 which noted the parties had signed a non-binding indicative Term Sheet in relation to the Capital Raising.

The Finder’s Agreement provides for the Sprott Affiliate to assist the Company to place a minimum of 230 million ordinary fully paid shares ( Shares ) and up to a maximum 275 million Shares at an issue price of A$0.011 per Share to raise a minimum of $2,530,000 and a maximum of $3,025,000. For every two Shares issued under the Capital Raising, investors will receive one attaching unlisted option each with an exercise price of A$0.0165 and expiring on the third anniversary of issuance ( Options ).

Funds raised from the Capital Raising are intended to be used to fund exploration at the Company’s Korongou Project and for general corporate purposes. The Shares and Options under the Capital Raising will be issued to various clients of Sprott Affiliate.

The Capital Raising is subject to satisfaction of the following conditions:

  • the Sprott Affiliate completing due diligence and being satisfied with the results of such due diligence;

  • the terms of the Options and Compensation Options (as defined below) being acceptable to ASX;

  • the minimum subscription of $2,530,000 being achieved; and

  • shareholders approving;

    • the issue of the Shares, Options and Compensation Options (as defined below); and

    • the conversion into Shares of the second tranche of the loan provided by Aurora Minerals Limited ( Aurora ) to the Company as detailed in the Company’s 5 May 2014 ASX announcement.

In consideration for their services, the Sprott Affiliate will receive a fee of 6% of the amount raised under the Capital Raising from investors introduced to the Company by the Sprott Affiliate (half payable upon achievement of the minimum subscription and the balance payable at closing), and that number of non-transferable compensation options (each with an exercise price of A$0.0165 and expiring on the second anniversary of their issue ( Compensation Options )) equal to 6% of the number of Shares issued under the Capital Raising to such investors, being a minimum of 13,800,000 Compensation Options and a maximum of 16,500,000 Compensation Options.

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

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The shareholder meeting to approve the Capital Raising and the second tranche conversion is expected to be held sometime in late October 2014.

The Finder’s Agreement contains customary warranties, indemnities and termination events for a transaction of this nature.

Sprott Inc. (TSX: SII) is a leading North American-based asset management firm with an enviable track record of identifying and funding successful early stage resource companies. Sprott’s willingness to assist in the financing of Golden Rim is recognition of the potential of the Company’s gold projects in Burkina Faso and strong endorsement of the quality of the Golden Rim management.

Corporate Update

Golden Rim has been advised by the Mali tax authorities that the Company’s subsidiary in Mali has a withholding tax liability of approximately A$166,000 for the years 2010 to 2012 plus penalties. Golden Rim has engaged tax advisors in Mali to investigate the claim but to date has been unable to obtain sufficient details from the authorities. As such, at this stage the Company is uncertain as to the validity of the claim and, should it eventuate, the amount and timing of any required payment. The Company will continue in its investigations.

About Golden Rim

Golden Rim is a public exploration company listed on the Australian Securities Exchange (ASX: GMR). Golden Rim is focused on exploring and developing gold resources in West Africa.

The Company has gold projects covering over 2,495 km[2] in the highly prospective Birimian greenstone belts of Burkina Faso. The Company’s primary focus is exploring its Korongou and Balogo projects.

At Korongou, Golden Rim has identified more than 20 sub-parallel gold mineralised zones within a 1.2 km wide shear corridor. At Balogo, Golden Rim has outlined an Inferred Resource of 850,000 tonnes at 6.8 g/t gold for 185,000 ounces at a 0.5 g/t cut-off. Recent exploration has discovered additional high grade gold mineralisation.

The Company has experienced management and a capable exploration team in Burkina Faso. This enables Golden Rim to efficiently conduct its exploration in order to maximise potential opportunities and deliver value to shareholders.

-ENDS-

For further information, please contact:

Hayley Butcher

Golden Rim Resources Ltd Company Secretary +61 8 9481 5758

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This announcement does not constitute an offer of securities for sale in the United States of America. These securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the Company and that will contain detailed information about the Company and management, as well as financial statements.

The information in this report that relates the Inferred Resource at Balogo and the Korongou Project is based on information compiled by Mr Craig Mackay who is a member of The Australasian Institute of Mining and Metallurgy. Mr Mackay is an employee of Golden Rim Resources Ltd. Mr Mackay has sufficient experience which is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a Competent Person as defined in the 2004 Edition of the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves. Mr Mackay consents to the inclusion in the report of the matters based on his information in the form and context in which it appears. Golden Rim continues to report exploration results as defined under the 2004 edition of the JORC Code where those results were initially reported prior to the 2012 edition of the JORC Code. Those exploration results have not been reported to comply with the 2012 edition of the JORC Code on the basis that the information has not materially changed since it was last reported.

Further Company Information

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

Capital Structure

Issued Shares: 1,057,771,216 Unlisted Options: 96,016,667

Major Shareholders

Aurora Minerals 19.5% Acorn Capital 10.58% Royal Group, Abu Dhabi 5.15%

Share Registry

Security Transfer Registrars Pty Ltd 770 Canning Highway APPLECROSS WA 6153 AUSTRALIA

T: + 61 8 9315 2333 F: + 61 8 9315 2233 E: [email protected]

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