ASARA RESOURCES LIMITED — Capital/Financing Update 2016

Nov 2, 2016

ASX/Media Announcement

3 November 2016

Share Purchase Plan

Golden Rim Resources Ltd (ASX: GMR, Golden Rim , Company ) announced its Share Purchase Plan ( Plan ) on 26 October 2016. The Company is pleased to inform that the attached Plan documentation will be dispatched to eligible shareholders later today.

The Company will offer eligible shareholders the opportunity to participate in the Plan by subscribing for up to $15,000 worth of fully paid ordinary shares in the Company ( Shares ) (subject to any scale back) at an issue price of $0.008 per Share without having to pay brokerage or other transaction costs ( Offer ). The Offer to shareholders is at a discount of 13% to the 5 day volume weighted average price of Shares sold on ASX over the last 5 days on which sales in the Shares were recorded prior to the Company’s announcement regarding the Plan on 26 October 2016. Pursuant to the terms and conditions of the Offer, eligible shareholders will be offered the option to acquire $1,000, $2,500, $5,000, $10,000 or $15,000 worth of Shares.

Pursuant to the Offer, the Company will issue up to a maximum of 225,000,000 Shares which would raise a maximum of $1,800,000. However, should total demand exceed this amount, the Directors reserve the right to accept oversubscriptions (subject to the maximum number of Shares the Company can issue under the Offer, which is 30% of the Company’s pre-Offer issued capital), or to scale-back applications in their absolute discretion.

The Company intends to use the funds raised under the Offer to: immediately expand the proposed drilling program at Paguanta to enable the Company to test the significant extensions to the mineralisation suggested by recent geological mapping and the MT geophysical survey; to continue drilling early in the new year, should initial results from the drilling program be positive; to review new project opportunities for the Company; for administration costs; and for general working capital.

-ENDS-

Golden Rim Resources Ltd I ABN 39 006 710 774 I Office 7, Level 2, 609 Canterbury Road, Surrey Hills, VIC 3127, Australia www.goldenrim.com.au I info@goldenrim.com.au I T + 61 3 9836 4146

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For further information, please contact:

Hayley Butcher Golden Rim Resources Ltd Company Secretary +61 0409 880 009

Further Company Information

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

Capital Structure: Issued Shares: 1,438,520,000 Unlisted Options: 129,032,500

Share Registry: Link Market Services Limited Central Park Level 4 152 St Georges Terrace Perth WA 6000 Telephone: (+61) 1300 554 474 Fax: 02 9287 0303

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3 November 2016

Dear Shareholder

SHARE PURCHASE PLAN

On behalf of the Board of Golden Rim Resources Limited ABN 39 006 710 774 ( Company ), I am pleased to offer eligible shareholders the opportunity to participate in the Company’s Share Purchase Plan ( Plan ), by subscribing for up to $15,000 worth of fully paid ordinary shares in the Company ( Shares ) (subject to any scale back) without having to pay brokerage or other transaction costs, and subject to the enclosed terms and conditions ( Offer ).

The Company is seeking to raise up to $1,800,000 (a total of 225,000,000 Shares), which will be used to immediately expand the proposed drilling program at the Paguanta project in Chile, to enable the Company to test the significant extensions to the mineralisation suggested by recent geological mapping and the MT geophysical survey; to continue drilling early in the new year, should initial results from the drilling program be positive; to review new project opportunities for the Company; for administration costs; and for general working capital. However, the Directors reserve the right to accept oversubscriptions, or to scale back applications in their absolute discretion.

The Offer is made without a prospectus or other disclosure document under the Corporations Act 2001 (Cth) ( Corporations Act ) in reliance on Australian Securities and Investments Commission Class Order [CO 09/425] ( Class Order ).

The key terms of the Offer are set out in the table below, however this is only a summary so please read the full terms and conditions of the Offer ( Terms and Conditions ) enclosed carefully as if you accept the Offer, you will be bound by them:

	Offer to Eligible Shareholders only	The Offer is only made to Eligible Shareholders, which means you were required to be registered as a holder of Shares:  as at 5.00pm (AEDT) on 25 October 2016 (Record Date);and  whose registered address is in Australia or New Zealand (provided that if your registered address is in New Zealand you must also hold Shares in the Company on the Offer opening date). The Offer is also made to Eligible Shareholders who are “custodians” as defined in the Class Order to participate in the Offer on behalf of certain eligible beneficiaries, subject to the Terms and Conditions.

Golden Rim Resources Ltd I ABN 39 006 710 774 I Office 7, Level 2, 609 Canterbury Road, Surrey Hills, VIC 3127, Australia www.goldenrim.com.au I info@goldenrim.com.au I T + 61 3 9836 4146

Participation is optional, but not transferable	Participation in the Offer is optional. However, you cannot transfer your rights to purchase Shares under the Offer to anyone else.
Issue price	The issue price is $0.008 per Share (Issue Price), which represents a discount of:  11.1% to the closing price of $0.009 per Share on ASX on the Record Date (being the last trading day prior to announcement of the Offer); and  13.0% to the five day volume weighted average price of Shares sold on ASX of $0.0092 over the last five days on which sales in the Shares were recorded before the Offer was announced.
Minimum/maximum parcels of Shares	You may apply for Shares in parcels with a dollar value of $1,000, $2,500, $5,000, $10,000 or $15,000.
Oversubscriptions and scale back	The Company intends to raise $1,800,000 under the Offer (a total of 225,000,000 Shares). However, the Directors reserve the right to accept oversubscriptions, or to scale back applications in their absolute discretion. The maximum number of Shares which may be issued under the Offer as permitted by the ASX Listing Rules is 30% of the Company’s pre-Offer issued capital, which is a maximum of 431,556,000 Shares. If the Company does scale back applications you may receive less than the parcel of Shares that you apply for. If this happens, excess funds will be refunded to you without interest.
Opening and Closing Dates	The Offer will open at 9.00am (AEDT) on 3 November 2016 and will remain open until 5.00pm (AEDT) on 24 November 2016 (unless extended) (Closing Date).
How to apply for Shares	To apply for Shares under the Offer you can either:  Pay by BPAY®: Make payment by BPAY® in accordance with the instructions on the Application Form. Eligible Shareholders based outside Australia cannot use BPAY® unless they have an Australian bank account.  Pay by cheque, bank draft or money order: Complete and return the enclosed personalised application form (Application Form), together with a cheque, bank draft or money order in accordance with the instructions on the Application Form. Application Forms must be received by the Company’s share registry, or a payment made by BPAY® must be received by the Company, by the Closing Date.

The Offer does not take into account the individual investment objectives, financial situation, tax position or particular needs of any Eligible Shareholder. Accordingly, before making a decision whether or not to accept the Offer, you should consult with your financial or other professional adviser. This document is not, nor is the Offer, a recommendation to purchase Shares.

You should be aware that the market price of Shares on ASX may rise and fall between the date of the Offer, and the date that the Shares are issued pursuant to the Offer. As a result, the number of Shares that you receive may be more or less than the number you might calculate using the market price of Shares on the date that they are issued. It also means that it is possible that up to or after the issue date of the Shares under the Offer, you may be able to buy Shares at a lower price than the Issue Price.

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If you have any questions in relation to the Offer, please contact the Company Secretary, Hayley Butcher, by telephone on 0409 880 009 or email on hayley@goldenrim.com.au, or consult your financial or other professional adviser.

Thank you for your continued support.

Yours faithfully

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Hayley Butcher

General Manager, Corporate & Company Secretary

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Share Purchase Plan Terms and Conditions

1 Offer

The Offer entitles Eligible Shareholders (as defined in section 2 below) to subscribe for a maximum of $15,000 of Shares in accordance with, and subject to, the following Terms and Conditions ( Offer ).

The Offer is made without a prospectus or other disclosure document in reliance on Australian Securities and Investments Commission Class Order [CO 09/425] ( Class Order ).

means that you cannot transfer your rights to another person.

Participation in the Offer by an Eligible Shareholder is optional. If you are in any doubt as to whether you should participate in the Offer, or how such participation will affect you (including taxation implications), you should contact your professional adviser. Neither the Company nor its Directors make any recommendation in relation to the Offer.

3 Opening and closing dates

All monetary amounts in these Terms and Conditions are expressed in Australian dollars, and all references to time are references to Australian Eastern Daylight Saving Time ( AEDT ).

Please read these Terms and Conditions carefully, as you will have agreed to be bound by them if you accept the Offer.

The Offer opens at 9.00am (AEDT) on 3 November 2016 ( Opening Date ).

The Offer closes at 5.00pm (AEDT) on 24 November 2016, unless extended ( Closing Date ).

The Company reserves the right to extend the Closing Date at any time by making an announcement to ASX.

2 Eligibility

4 Issue price

This Offer is made to you if:

• (a) you were a registered holder of Shares at 5.00pm (AEDT) on 25 October 2016 ( Record Date ); and

• (b) your registered address, as recorded in the Company’s register of members was either:

• (i) Australia; or

• (ii) New Zealand and you continue to hold Shares in the Company on the Opening Date,

(each an Eligible Shareholder ).

The Offer to each Eligible Shareholder is made on the same terms and conditions.

Directors of the Company may be Eligible Shareholders. Directors of the Company can participate in the Offer without shareholder approval on the same terms and conditions as all other Eligible Shareholders.

If you are an Eligible Shareholder, your right to subscribe for Shares under the Offer is personal to you and non-renounceable, which

The issue price for a Share under the Offer is $0.008 ( Issue Price ). The Issue Price represents a discount of:

• 11.1% to the closing price of $0.009 per Share on ASX on the Record Date (being the last trading day prior to announcement of the Offer); and

• 13.0% to the five day volume weighted average price of Shares sold on ASX of $0.0092 over the last five days on which sales in the Shares were recorded before the Offer was announced.

The Issue Price is fixed, regardless of any change in the market price of Shares during the Offer period. Before deciding whether to accept the Offer, you should refer to the current market price of Shares, which can be obtained from the Company’s website at www.goldenrim.com.au, the financial pages of major Australian metropolitan newspapers, or the ASX website at www.asx.com.au (ASX Code: GMR).

PLEASE NOTE that the market price of Shares may rise or fall between the date of this Offer and the date when the Shares are issued to you under the Offer. This means that the price you pay per Share under this Offer may be greater than or less than the price of

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Shares at the time the Shares are issued to you pursuant to this Offer. As a result, the number of Shares that you receive may be more or less than the number you might calculate using the market price of Shares on the date that they are issued. It also means that it is possible that up to or after the issue date of the Shares under the Offer, you may be able to buy Shares at a lower price than the Issue Price. In deciding whether you want to participate in this Offer, and the extent to which you participate, you should seek your own personal financial and/or taxation advice referable to your own circumstances.

Your application for Shares will be unconditional and may not be withdrawn even if the market price of Shares has fallen.

No brokerage or other transaction costs will be payable by Eligible Shareholders for the issue of the Shares under the Offer.

5 Applying for Shares under the Offer

If you are an Eligible Shareholder you can apply for Shares as follows:

Option	$ value	No of Shares
1	1,000	125,000
2	2,500	312,500
3	5,000	625,000
4	10,000	1,250,000
5	15,000	1,875,000

You may not apply for more than $15,000 worth of Shares in aggregate under the Offer, even though you may receive more than one Offer, or Offers in more than one capacity. This includes through joint holdings, multiple share accounts or any holding in which you have a beneficial interest.

If you want to apply for Shares under the Offer you should either:

• (a) pay directly via BPAY® on the Internet or by telephone, using the details on the enclosed personalised application form ( Application Form ). You must use the specific Biller Code and the unique reference number shown on your Application Form which is required to

identify your holding. Eligible Shareholders based outside Australia cannot apply using BPAY® unless they have an Australian bank account. The Application Form does not need to be returned if paying via BPAY®. You should be aware that your own financial institution may implement earlier cut-off times for electronic payments, and you should take this into consideration when making any electronic payment. It is your responsibility to ensure that the funds submitted through BPAY® are received by the Company by the Closing Date.

• (b) send the completed Application Form and a cheque, bank draft or money order in Australian dollars and drawn on an Australian bank made payable to “Golden Rim Resources Limited” to Link Market Services Limited, GPO Box 3560, Sydney, NSW 2001 Australia. The completed Application Form and cheque, bank draft or money order must be received by the Closing Date.

Please do not send cash. Receipts for payment will not be issued. Application money will not bear interest under any circumstances. The Company may reject applications received after the Closing Date. You cannot withdraw or revoke your application once you have sent in an Application Form or paid via BPAY®.

If the Company receives an amount which is not equal to either $1,000, $2,000, $5,000, $10,000 or $15,000, the Company may round down the dollar amount of Shares that you are applying for to the next lowest parcel at their discretion.

If you do not wish to apply for Shares under the Offer, you do not need to take any action and the Offer will lapse on the Closing Date.

The effect of making an application, whether by you pay directly via BPAY® or complete and return the Application Form, is set out in section 7.

6 Participation by Custodians

If on the Record Date you are a custodian as defined in the Class Order ( Custodian ) and you hold Shares on behalf of one or more persons resident in Australia or New Zealand

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as at the Record Date (each an Eligible Beneficiary ), you may apply for up to a maximum of $15,000 worth of Shares for each Eligible Beneficiary, subject to providing a custodian certificate on application for Shares pursuant to the Offer certifying the following:

• (a) either or both of the following:

• (i) that the Custodian holds Shares on behalf of one or more other persons ( Participating Beneficiaries ) that are not Custodians; and

• (ii) that another Custodian ( Downstream Custodian ) holds beneficial interests in Shares on behalf of one of more other persons (each a Participating Beneficiary ), and the Custodian holds the Shares to which those beneficial interests relate on behalf of the Downstream Custodian or another Custodian,

on the Record Date and that each Participating Beneficiary has subsequently instructed the Custodian, or the Downstream Custodian (as the case may be) to apply for Shares on their behalf under the Offer;

• (b) details of the number of Participating Beneficiaries and the name and address of each Participating Beneficiary;

• (c) in respect of each Participating Beneficiary:

• (i) where paragraph 6(a)(i) applies - the number of Shares that the Custodian holds on their behalf and the number or the dollar amount of Shares each Participating Beneficiary instructed the Custodian to apply for on their behalf; and

• (ii) where paragraph 6(a)(ii) applies - the number of Shares to which the beneficial interests relate and the number or the dollar amount of Shares each Participating Beneficiary instructed the Downstream Custodian to apply for on their behalf;

• (d) that there are no Participating Beneficiaries in respect of which the total of the application price for the following exceeds $15,000:

• (i) the Shares applied for by the Custodian on their behalf under the Offer with the instructions referred to in paragraph 6(c); and

• (ii) any other Shares issued to the Custodian in the 12 months before the application as a result of an instruction given by them to the Custodian or the Downstream Custodian to apply for Shares on their behalf under an arrangement similar to the Offer;

• (e) that a copy of this Offer document was given to each Participating Beneficiary; and

• (f) where paragraph 6(a)(ii) applies – the name and address of each Custodian who holds beneficial interests in the Shares held by the Custodian in relation to each Participating Beneficiary.

In providing a custodian certificate under this section 6, the Custodian may rely on information provided to it by the Participating Beneficiary and any Custodian who holds beneficial interests in the Shares held by the Custodian.

Custodians who wish to participate on behalf of one or more Eligible Beneficiaries should contact the Company’s share registry, Link Market Services Limited on 1300 554 474, to obtain further information on how to apply, and obtain the form of custodian certificate.

If you hold Shares as a trustee or nominee for another person, but you are not a Custodian as defined above, you cannot participate for beneficiaries in the manner described above. In this case, the rules for multiple single holdings set out in section 5 apply.

7 Effect of making an application

If you pay directly via BPAY® or complete and return the Application Form you:

• (a) represent and warrant that you are an Eligible Shareholder, that you have read and understood the Terms and

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Conditions, and that you subscribe for the Shares in accordance with these Terms and Conditions;

• (b) agree to be bound the Company’s constitution;

• (c) acknowledge and agree that your application is irrevocable and unconditional (that is, that it cannot be withdrawn);

• (d) acknowledge that the market price of Shares may rise or fall between the date of this Offer and the date the Shares are issued to you under the Offer, and that the Issue Price you pay for the Shares may exceed the market price of the Shares on the date they are issued to you under the Offer;

• (e) represent and warrant that you will comply with all applicable foreign securities laws and acknowledge that failure to comply may result in violations of applicable securities laws;

• (f) certify, acknowledge and agree that if you are applying on your own behalf (and not as a Custodian) that the total of the application price for the following does not exceed $15,000:

• (i) the Shares the subject of the application;

• (ii) any other Shares issued to you under the Offer or any similar arrangement in the 12-months before the application;

• (iii) any other Shares which you have instructed a Custodian to acquire on your behalf under the Offer; and

• (iv) any other Shares issued to a Custodian in the 12-months before the application as a result of an instruction given by you to the Custodian to apply for Shares on your behalf under an arrangement similar to the Offer;

• (g) certify, acknowledge and agree that if you are a Custodian applying on behalf

of an Eligible Beneficiary on whose behalf you hold Shares, that:

• (i) you are a Custodian (as that term is defined in the Class Order);

• (ii) you held Shares on behalf of an Eligible Beneficiary as at the Record Date who has instructed you to apply for Shares on their behalf under the Offer and that that Eligible Beneficiary has been given a copy of this document;

• (iii) you are not applying for Shares on behalf of any Eligible Beneficiary with an application price of more than $15,000 under the Offer; and

• (iv) the information in the Custodian certificate submitted with your application form is true, correct and not misleading;

• (h) authorise the Company (and each of its officers and agents) to correct any error in your Application Form and to complete the Application Form by inserting any missing details;

• (i) accept the risk associated with any refund that may be sent to you at your address as shown on the member register;

• (j) are responsible for any dishonour fees or other costs the Company may incur in presenting a cheque for payment which is dishonoured.

8 Issue of and quotation Shares

The Shares issued under the Offer will be issued within 10 business days after the Closing Date. You will be issued a holding statement for the Shares issued to you under the Offer.

All Shares issued under the Offer will rank equally with existing fully paid ordinary shares issued in the capital of the Company.

The Company will apply to ASX for the quotation of the Shares issued under the Offer. It is anticipated that the Shares will be quoted on the ASX on the date that they are issued.

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9 Oversubscriptions and scale back

The Company intends to raise up to $1.8 million under the Offer. However, the Directors reserve the right to accept oversubscriptions, or to scale back applications to the extent, and in the manner the Directors see fit in their absolute discretion. The maximum number of Shares which may be issued under the Offer as permitted by the ASX Listing Rules is 30% of the Company’s pre-Offer issued capital, which is a maximum of 431,556,000 Shares ($3,452,448).

If Company scales back applications for Shares under the Offer, it will endeavour to do so on a pro-rata basis. If there is a scale back, you may receive less than the parcel of Shares for which you have applied. If a scale back produces a fractional number of Shares when applied to your parcel, the number of Shares you will be issued will be rounded down to the nearest whole number of Shares. Should a scale back occur, any excess application monies will be refunded to you without interest.

If the Company amends or varies the Terms and Conditions, withdraws, suspends or terminates the Offer it will advise ASX. The non-receipt of any such notice will not invalidate the amendment, variation, withdrawal, suspension or termination.

If the Offer is withdrawn or terminated, all of your application monies will be refunded to you. No interest will be paid on any money returned to you.

The Company reserves the right to waive strict compliance with any provision of these Terms and Conditions.

12 Governing law

These Terms and Conditions are governed by the laws in force in Western Australia.

10 Dispute resolution

The Company may settle any difficulties, anomalies, or disputes which may arise in connection with the operation of the Plan and/or the Offer whether generally or in relation to any participant or any application for Shares in any manner it deems appropriate, and its decision shall be conclusive and binding on all participants and other persons to whom the determination relates.

11 Variation, termination and waiver

The Company reserves the right at any time to:

• (a) amend or vary these Terms and Conditions;

• (b) withdraw the Offer or suspend or terminate the Plan;

• (c) not accept an application, not issue Shares or issue Shares to a value less than that applied for under the Offer by an Eligible Shareholder (including a Custodian applying on behalf of its Participating Beneficiaries).

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