ASARA RESOURCES LIMITED — Capital/Financing Update 2014

Feb 27, 2014

ASX/Media Announcement

28 February 2014

Placement Capacity Under LR7.1

Golden Rim Resources Ltd ( Golden Rim or Company , ASX:GMR) has received notification from the ASX on 27 February 2014 that the Company has exceeded its capacity to issue equity securities under ASX Listing Rule 7.1.

Under Listing Rule 7.1A.2, unquoted securities cannot be made within the Company’s 10% Listing Rule 7.1A capacity. Therefore, the options issued from the recent placement fall within the 15% Listing Rule 7.1 category. As a result, the Company has exceeded its capacity by 1%, being 7,165,634 equity securities. The Company notes that ratification by security holders of the issue of the 7,165,634 equity securities will not refresh the Company’s capacity to issue securities under Listing Rule 7.1.

The Company has provided ASX with an undertaking not to issue any equity securities without security holder approval until 17 March 2014 (unless the issue comes within an exception in Listing Rule 7.2). However, the Company notes that it currently does not intend to make any security placements until after it has met with shareholders.

An amended Appendix 3B is attached.

-ENDS-

For further information, please contact:

Hayley Butcher Golden Rim Resources Ltd 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

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F
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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 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 (e.g. if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary fully paid shares Unlisted options
	49,100,000 ordinary shares 16,366,667 unlisted options
	Ordinary fully paid shares Unlisted options with an exercise price of 1.5 cents each, expiring on 20 February 2015

• See chapter 19 for defined terms.

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4 Do the[+] securities rank equally in The shares will rank equally in all respects with all respects from the[+] issue date the existing class of quoted securities of the with an existing +securities?[+] class of quoted Company. 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 Ordinary shares: 1 cent each Options: Nil consideration 6 Purpose of the issue To continue work at the Balogo Project (If issued as consideration for the including environmental and metallurgical acquisition of assets, clearly studies that form part of the feasibility study identify those assets) 6a Is the entity an[+] eligible entity that Yes 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 16,366,667 options without security holder approval under rule 7.1 6d Number of[+] securities issued with 49,100,000 ordinary shares security holder approval under rule 7.1A

• See chapter 19 for defined terms.

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6e Number of[+] securities issued with 0 security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting) 6f Number of[+] securities issued under 0 an exception in rule 7.2 6g If[+] securities issued under rule Yes. Issue price at least 75% of 15 day VWAP 7.1A, was issue price at least 75% of 15 day VWAP as calculated Issue date: 24/02/14 at $0.0100 under rule 7.1A.3? Include the +issue date and both values. VWAP: $0.0129 (Calder Roth & Co) VWAP at 75%: $0.0097 Include the source of the VWAP calculation. 6h If[+] securities were issued under NA 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 LR 7.1: (7,165,634) issue capacity under rule 7.1 and LR 7.1A: 23,700,688 rule 7.1A – complete Annexure 1 and release to ASX Market Announcements 7 +Issue dates Shares: 24 February 2014 Note: The issue date may be prescribed by ASX Options: 21 February 2014 (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. Number +Class 8 Number and +class of all 827,106,887 Fully paid ordinary +securities quoted on ASX shares ( including the[+] securities in section 2 if applicable)

• 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
	4,000,000 600,000 7,000,000 16,366,667 50,000,000 1,000,000 15,000,000 3,900,000 2,150,000	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 $0.015 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

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 will NA 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 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	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA
	NA

• See chapter 19 for defined terms.

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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

Part 3 - Quotation of securities

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

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

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities 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

• See chapter 19 for defined terms.

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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 all NA 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) Number +Class 42 Number and[+] class of all[+] securities NA 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: 28 February 2014

(Company secretary)

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 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

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Insert number of fully paid [+] ordinary 511,206,231
securities on issue 12 months before the
+ issue date or date of agreement to issue
Add the following:
05/04/13 56,800,692
• Number of fully paid [+] ordinary securities
12/08/13 85,000,000
issued in that 12 month period under an
26/11/13 74,999,964
exception in rule 7.2
216,800,656
• 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 Nil
securities cancelled during that 12 month
period
“A” 728,006,887
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• See chapter 19 for defined terms.

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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	109,201,033
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:	31/12/13 31/12/13	50,000,000 shares 50,000,000 options
• Under an exception in rule 7.2	21/02/14	16,366,667 options
• 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

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:	31/12/13 31/12/13	50,000,000 shares 50,000,000 options
• Under an exception in rule 7.2	21/02/14	16,366,667 options
• 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”	116,366,667
Step 4: Subtract “C” from [“A” x “B”] to calculate		remaining
placement capacity under rule 7.1
“A” x 0.15	109,201,033
Note: number must be same as shown in
Step 2

placement capacity under rule 7.1
“A” x 0.15	109,201,033
Note: number must be same as shown in
Step 2
Subtract“C”	116,366,667
Note: number must be same as shown in
Step 3
Total[“A” x 0.15] – “C”	(7,165,634)
	[Note: this is the remaining placement
	capacity under rule 7.1]

• See chapter 19 for defined terms.

Appendix 3B Page 10

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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” 728,006,887 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 72,800,688

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	72,800,688
Subtract“E” Note: number must be same as shown in Step 3	49,100,000
Total[“A” x 0.10] – “E”	23,700,688 Note: this is the remaining placement capacity under rule 7.1A

• See chapter 19 for defined terms.

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Appendix 3B New issue announcement

Appendix 3B – Annexure 2

20 Largest Holders (Unconsolidated)

1	HSBC CUSTODY NOM AUST LTD	54,543,163 6.59%
2	PAL TECHNOLOGY SVCS LLC	52,521,875 6.35%
3	J P MORGAN NOM AUST LTD	33,000,758 3.99%
4	FITEL NOM LTD	25,594,667 3.09%
5	CRABB RICK	19,579,189 2.37%
6	UBS WEALTH MGNT AUST NOM	15,615,384 1.89%
7	OREGON NOM PL	15,303,922 1.85%
8	ZADNIK HLDGS PL	12,998,963 1.57%
9	DWYER DAVID JOHN + L M	11,500,817 1.39%
10	HINCHLIFFE GREGORY	9,786,571 1.18%
11	METALLICA INV PL	8,364,955 1.01%
12	JANSEN WILLIAM + M G	7,700,000 .93%
13	LIM KENG HOCK JONATHAN	6,250,000 .76%
14	DWYER DAVID JOHN + L M	6,078,197 .73%
15	CITICORP NOM PL	6,067,976 .73%
16	REGENCY DVLMTS WA PL	5,991,651 .72%
17	GRAZIANI ANGELO + MARTHA	5,462,216 .66%
18	REGENCY DVLMTS WA PL	5,111,653 .62%
19	HAO YUN LTD	4,985,641 .60%
20	HSBC CUSTODY NOM AUST LTD	4,954,105 .60%
_____________ _______ ___________		_______
Top	20 Total	311,411,703 37.63%

Distribution Schedule

Spread	Holders	Securities % of capital	Securities % of capital
1 - 1,000	356	114,073	.01 %
1,001 - 5,000	508	1,549,969	.19 %
5,001 - 10,000	316	2,631,092	.32 %
10,001 - 100,000	1361	57,403,501	6.94 %
100,001 -	830	765,408,252	92.54 %
_______ _____________ ________
Total on register	3371	827,106,887	100.00 %

• See chapter 19 for defined terms.

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