ASARA RESOURCES LIMITED — Capital/Financing Update 2019

Aug 14, 2019

==> picture [205 x 122] intentionally omitted <==

GOLDEN RIM RESOURCES LTD

ACN 006 710 774

PROSPECTUS

This Prospectus is being issued for the pro-rata renounceable offer to Eligible Shareholders on the basis of three (3) New Shares for every eleven (11) Shares held on the Record Date at an issue price of $0.014 per New Share, to raise up to approximately $3.45 million ( Rights Issue ).

The Rights Issue closes at 5:00pm (AEST) on Wednesday, 11 September 2019.*

The Rights Issue is fully underwritten by Patersons Securities Limited.

THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT SHOULD BE READ IN ITS ENTIRETY.

IF YOU ARE IN DOUBT ABOUT WHAT TO DO, YOU SHOULD CONSULT YOUR PROFESSIONAL ADVISER WITHOUT DELAY.

AN INVESTMENT IN THE SHARES OFFERED IN CONNECTION WITH THIS PROSPECTUS SHOULD BE CONSIDERED OF A SPECULATIVE NATURE.

*The Company reserves the right, subject to the Corporations Act and Listing Rules to extend the Closing Date for the Rights Issue.

IMPORTANT INFORMATION

This Prospectus is dated 15 August 2019 and was lodged with ASIC on that date with the consent of all Directors. Neither ASIC nor ASX nor their respective officers take any responsibility for the contents of this Prospectus.

No Shares will be issued on the basis of this Prospectus any later than 13 months after the date of this Prospectus (being the expiry date of this Prospectus). The Company will apply for Official Quotation by the ASX of the Shares offered by this Prospectus.

A copy of this Prospectus is available for inspection at the registered office of the Company at Office 7, Level 2, 609 Canterbury Road, Surrey Hills, Victoria 3127, during normal business hours. The Prospectus will also be made available in electronic form. Persons having received a copy of this Prospectus in its electronic form may obtain an additional paper copy of this Prospectus (free of charge) from the Company's registered office by contacting the Company. The Rights Issue contemplated by this Prospectus is only available in electronic form to persons receiving an electronic version of this Prospectus within Australia, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom.

Applications for New Shares will only be accepted on an Entitlement and Acceptance Form attached to or provided by the Company with a copy of this Prospectus either in paper or electronic form. The Corporations Act prohibits any person from passing on to another person an Entitlement and Acceptance Form unless it is accompanied by a complete and unaltered copy of this Prospectus.

No person is authorised to give any information or to make any representation in connection with the Rights Issue in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company in connection with the Rights Issue.

No action has been taken to permit the offer of Shares under this Prospectus in any jurisdiction other than Australia, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom. The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and therefore persons into whose possession this Prospectus comes should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of those laws. This Prospectus does not constitute an offer of Shares in any jurisdiction where, or to any person to whom, it would be unlawful to issue this Prospectus.

This Prospectus is important and should be read in its entirety before deciding to participate in the Rights Issue. This does not take into account the investment objectives, financial or taxation or particular needs of any Applicant. Before making any investment in the Company, each Applicant should consider whether such an investment is appropriate to their particular needs, and considering their individual risk profile for speculative investments, investment objectives and individual financial circumstances. Each Applicant should consult their stockbroker, solicitor, accountant or other professional adviser without delay. Some of the risk factors that should be considered by potential investors are outlined in Section 4.

This Prospectus includes forward looking statements that have been based on current expectations about future acts, events and circumstances. These forward looking statements are, however, subject to risks, uncertainties and assumptions that could cause those acts, events and circumstances to differ materially from the expectations described in the forward looking statements.

Definitions of certain terms used in this Prospectus are contained in Section 7. All references to currency are to Australian dollars and all references to time are to AEST, unless otherwise indicated. Revenues and expenditures disclosed in this Prospectus are recognised exclusive of the amount of goods and services tax, unless otherwise disclosed.

i

CORPORATE DIRECTORY

Directors Share Registry Mr Glenister Lamont Non-Executive Chairman Link Market Services Limited Mr Craig Mackay Managing Director QV1 Building, Level 12, Ms Kathryn Davies Non-Executive Director 250 St Georges Terrace Perth WA 6000 Company Secretary* Telephone: +61 1300 554 474

Company Secretary Ms Hayley Butcher

Solicitors Bellanhouse Lawyers Level 19, Alluvion 58 Mounts Bay Road PERTH WA 6000

Registered and Principal Office Office 7, Level 2 609 Canterbury Road Surrey Hills VIC 3127

Phone: +61 3 9836 4146 Auditors Email: info@goldenrim.com.au Deloitte Touche Tohmatsu Website: www.goldenrim.com.au Tower 2, Brookfield Place 123 St Georges Terrace ASX Code:* GMR Perth WA 6000

Lead Manager and Underwriter Patersons Securities Limited Level 23, Exchange Tower 2 The Esplanade PERTH WA 6000 AFSL 239 052

• These entities are included for information purposes only. They have not been involved in the preparation of this Prospectus.

ii

PROPOSED TIMETABLE

Event	Date
Lodgement of Prospectus with ASIC and ASX	Thursday, 15 August 2019
Option holders notified of Rights Issue	Thursday, 15 August 2019
Notice of Rights Issue sent to Shareholders	Friday, 16 August 2019
New Shares quoted on an "Ex" basis	Thursday, 22 August 2019
Rights trading commences on a deferred settlement basis	Thursday, 22 August 2019
Record Date for determining Entitlements	Friday, 23 August 2019
Prospectus and Entitlement and Acceptance Form despatched to Eligible Shareholders	Wednesday, 28 August 2019
Opening Date	Wednesday, 28 August 2019
Rights trading commences on a normal settlement basis	Thursday, 29 August 2019
Rights trading ends	Wednesday, 4 September 2019
New Shares quoted on a deferred settlement basis	Thursday, 5 September 2019
Last day to extend the Closing Date of Rights Issue	Friday, 6 September 2019
Closing Date of Rights Issue	Wednesday, 11 September 2019
Notification of shortfall	Monday, 16 September 2019
Issue date of New Shares under the Rights Issue Deferred settlement trading ends	Wednesday, 18 September 2019
Commencement of New Shares trading on ordinary settlement basis	Thursday, 19 September 2019

All dates (other than the date of the Prospectus and the date of lodgement of the Prospectus with ASX) are indicative only. The Directors may extend the Closing Date by giving at least three (3) Business Days' notice to ASX. The Company reserves the right, subject to the Corporations Act, Listing Rules and any other applicable laws, to vary any other date of the Rights Issue, including accepting late Applications, either generally or in particular cases, without notice.

iii

LETTER TO SHAREHOLDERS

Dear Shareholder,

On behalf of the Directors, I am pleased to invite you as a valued Shareholder of Golden Rim Resources Ltd ( Company ) to participate in a three (3) for eleven (11) pro rata renounceable offer of new fully paid ordinary shares in the Company ( New Shares ) at an issue price of $0.014 per New Share ( Issue Price ) to raise up to approximately $3.45 million ( Rights Issue ) before costs.

Under the Rights Issue, which is fully underwritten by Patersons Securities, Eligible Shareholders are entitled to subscribe for three (3) New Shares for every eleven (11) existing fully paid ordinary shares in the Company held on the record date, being 5:00pm (AEST) on 23 August 2019 ( Record Date ). New Shares issued under the Rights Issue will rank equally with existing Shares. Eligible Shareholders may also apply for Shares in excess of their Entitlement ( Additional New Shares ) at the Issue Price.

The funds raised under the offer are intended to be used for:

• Drilling, including reverse circulation ( RC ) drilling, diamond drilling and auger drilling, at the Kouri Gold Project ( Kouri ) in Burkina Faso; and

• General working capital and costs of the Rights Issue.

The Company recently completed a transformational transaction to acquire 2 permits that adjoin Kouri, increasing the project area from 58km[2] to 245km[2 ] (see ASX announcement dated 28 June 2019). Further, the Company has secured the exclusive right to purchase another adjoining permit that will increase the project area by an additional 80km[2] (see ASX announcement dated 18 July 2019).

The first drilling in the new permits has returned exceptional results (see ASX announcement dated 5 August 2019). The majority of the new permits remain unexplored and therefore present further potential for new discoveries.

The Company’s exploration plans make for a busy time and we look forward to updating the market with news and results as they come to hand.

The Rights Issue closes at 5.00pm (AEST) on Wednesday, 11 September 2019 . To participate in the Rights Issue, you must apply for New Shares before this time in accordance with the instructions set out in Section 2 of this Prospectus and on the Entitlement and Acceptance Form accompanying this Prospectus.

It is important that you carefully read this Prospectus and the other publicly available information about the Company on our website (www.goldenrim.com.au) and consider in particular the risk factors set out in Section 4 before making any investment decision. With this Prospectus you will also find your Entitlement and Acceptance Form which details your Entitlement and provides instructions on how to participate in the Rights Issue.

On behalf of the Directors, I invite you to consider this opportunity and thank you for your continued support.

Yours faithfully

Glenister Lamont Chairman

iv

INVESTMENT OVERVIEW

This Section is intended to highlight key information for potential investors. It is an overview only, and is not intended to replace the Prospectus. Potential investors should read the Prospectus in full before deciding to invest in New Shares.

Key Information	Further Information
Transaction specific prospectus This Prospectus is a transaction specific prospectus for an offer of continuously quoted securities (as defined in the Corporations Act) and has been prepared in accordance with section 713 of the Corporations Act. It does not contain the same level of disclosure as an initial public offering prospectus. In making representations in this Prospectus regard has been had to the fact that the Company is a disclosing entity for the purposes of the Corporations Act and certain matters may reasonably be expected to be known to investors and professional advisers whom potential investors may consult.	Section 5.3
Risk factors Potential investors should be aware that subscribing for New Shares in the Company involves a number of risks. The key risk factors of which investors should be aware are set out in Section 4, including (but not limited to) risks in respect of: Country risk:  The Company's operations and assets are located in Burkina Faso and Chile. The Company’s operations in Burkina Faso and Chile are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates, high rates of inflation, terrorism, labour unrest, social unrest, civil disobedience, renegotiation or nullification of existing concessions, licences, permits and contracts, changes in taxation policies, changing political conditions, war and civil conflict, lack of law enforcement, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.  Changes, if any, in mining or investment policies or shifts in political attitude in Burkina Faso and/or Chile may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of interests.  Given the Company’s focus on its operations in Burkina Faso, the security of the Company’s employees and contractors in Burkina Faso, in particular, is key to the Company’s ability to perform its exploration and development activities and hence its success. However,the securityenvironment in	Section 4

v

Key Information

Further Information

Burkina Faso and/or Chile may deteriorate and adversely affect the Company’s operations or profitability, in any event. The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. The legal systems operating in Burkina Faso and Chile may be less developed than more established countries, which may also result in risks. See Section 4.1(b).

Additional requirements for capital :

 The Company’s ongoing activities and growth through development will require substantial expenditures. There can be no guarantee that the Company will be able to access the funds necessary to finance its future activities and successfully achieve all the objectives of the Company’s overall business strategy on terms acceptable to the Company, or at all.

 Any equity financing may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company’s operations and business strategy. The Company’s failure to raise capital, if and when needed, could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities. See Section 4.1(a).

Exploration and operational risks :

 The future profitability of the Company and the value of its Shares are directly related to the results of exploration and any subsequent project development. Until the Company can realise value from its projects, it is likely to incur ongoing operating costs. There are risks in undertaking exploration and development activities, which are inherently risky and speculative. There is no guarantee that gold or other mineral deposits will be discovered in the locations being explored by the Company.

 In the event that deposits are, or have been discovered, there is no guarantee that they will be in commercially viable quantities or economically profitable. In addition, the Company's operations and profitability will be affected by operational risks. These include geological conditions, technical difficulties, securing and maintaining tenements, weather, attracting and retaining suitable staff in remote locations and construction of efficient processing facilities. See Section 4.1(c).

Access to land

 The Company will likely experience delays and cost overruns in the event it is unable to access the land required for its operations. This may be as a result of weather, environmental restraints, harvesting, landholder's or community activities, government legislation or other factors. In particular, Burkina Faso has a rainy season in the summer months. This has previously impacted on the Company's ability to conduct operations such as drilling and may do so in the future. See Section 4.1(d).

vi

Further Information

Key Information

Reliance on key personnel

• The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its small senior management group. As the Company is a small organisation, there is substantial reliance on a few key personnel.

• Further as the Company's operations are in overseas jurisdictions, personnel with in-country knowledge are valuable to the Company's exploration and development activities. The Company's ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel were to leave the Company or are unable to perform their duties. See Section 4.1(l).

Title risk

• The Company's operations and exploration permits and/or exploitation concessions in Burkina Faso and Chile. The Company’s exploration permits and/or exploitation concessions are subject to the 2015 Mining Code of Burkina Faso or 1983 Mining Code of Chile, as applicable.

• In Burkina Faso, each exploration permit is for a specific term following which a replacement permit or exploitation permit may be applied for. The Kouri Permit is due for renewal in April 2020. The permit may then be renewed for two further periods of 3 years each. The Margou Permit expires in May 2021.The Babonga Permit expires in June 2020. The Goueli Permit expires in July 2020. Each exploration permit carries with it annual expenditure and reporting commitments, as well as other material conditions requiring compliance, such as satisfaction of other statutory payments (including land taxes and statutory duties) and compliance public health and safety laws. Consequently, the Company could lose title to or its interest in permits and concessions if permit and concession conditions are not met or if insufficient funds are available to meet expenditure commitments or statutory payments. There is no guarantee that the exploration permits granted by the government of Burkina Faso in connection with the properties will be renewed upon their termination.

• In Chile, the Company holds exploitation concessions that are not subject to a renewal process other than the payment of an annual fee. Consequently, the Company could lose title to or its interest in concessions due to administrative error or if insufficient funds are available to meet statutory payments. There are no annual expenditure commitments on the exploitation concessions in Chile. The exploitation concessions in Chile are not subject to a specific term and therefore do not carry an expiration date.

• Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations including in any other foreign jurisdiction other than Burkina Faso or Chile. To the extent such approvals are required, and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of

vii

Key Information	Further Information
mineral properties. See Section 4.1(f). Environmental regulation risk  The Company's operations are subject to environmental regulations in Burkina Faso and Chile. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. See Section 4.1(h). Future government actions  Future Burkinabé or Chilean government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in Burkina Faso and Chile. See Section 4.1(k).
Rights Issue This Prospectus is for a renounceable entitlement issue of three (3) New Shares for every eleven (11) existing Shares held by Eligible Shareholders on the Record Date at an issue price of $0.014 per New Share to raise up to approximately $3.45 million (before costs).	Section 1.1
Eligible Shareholders The Rights Issue is made to Eligible Shareholders only. Eligible Shareholders are those Shareholders who:  are the registered holder of Shares as at 5.00pm (AEST) on the Record Date; and  have a registered address in Australia or, subject to the offer restrictions in Section 1.13, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom. Eligible Shareholders have the opportunity to apply for additional Shares in excess of their Entitlement.	Section 1.1
Use of funds Funds raised under the Rights Issue are intended to be used for exploration at the Company’s flagship Kouri Project in Burkina Faso, for working capital purposes and costs of the Rights Issue.	Section 1.3

viii

Key Information	Further Information
Underwriting The Rights Issue is fully underwritten by the Underwriter. The Underwriter has appointed sub-underwriters to subscribe for the Shortfall Shares up to the Underwritten Amount. The Underwriter has confirmed that no sub-underwriter will, by its sub-underwriting, increase its relevant interest in the Shares to 20% or more.	Section 1.6 and 5.2
Effect on control of the Company The Company notes that no investor or existing Shareholder, whether alone or with associates, is anticipated to hold a voting power of 20% or greater as a result of the Rights Issue. Shareholders should note that if they do not participate in the Rights Issue, their holdings will be diluted.	Sections 3.3 and 3.4
Indicative capital structure and pro-forma balance sheet Subject to rounding and assuming: 1. other than the Placement, no further Shares are issued; and 2. no Options are converted into Shares, the indicative capital structure upon completion of the Rights Issue (fully subscribed) is set out below: Shares Options (unquoted)1 Balance at the date of this Prospectus 773,220,808 121,160,564 To be issued under the Placement 130,000,000 Nil To be issued under the Rights Issue 246,332,920 Nil TOTAL 1,149,553,728 121,160,564 Notes: 1. Unquoted Options are comprised of: (a) 1,433,335 unquoted Options exercisable at $0.45 and expiring on 28 November 2019; (b) 5,959,404 unquoted Options exercisable at $0.075 and expiring on 6 July 2020; (c) 8,699,999 unquoted Options exercisable at $0.075 and expiring on 21 December 2019; (d) 1,600,000 unquoted Options exercisable at $0.07 and expiring on 17 July 2020; (e) 90,767,825 unquoted Options exercisable at $0.04 and expiring on 14 September 2020;	Section 3

ix

Key Information

Further Information

(f) 12,700,000 unquoted Options exercisable at $0.04 and expiring on 19 December 2020; and (g) 1 unquoted Option convertible into 7,903,437 Shares, exercisable at $126,455 ($0.016 per Share) and expiring on 28 December 2019. The indicative pro-forma balance sheet showing the effect of the Placement and Rights Issue (fully subscribed) is in Section 3.

Directors' interests in Securities and Entitlements

Section 5.8

The relevant interest of each of the Directors in Securities as at the date of this Prospectus, together with their respective Entitlement (assuming no Options are converted into Shares), is set out in the table below:

Name	Existing	Securities	Entitlement
	Shares	**Options1 **	Shares
Glenister Lamont	428,746	2,944,2302	116,931
Craig Mackay	3,651,506	9,021,7943	995,865
Kathryn Davies	300,000	2,600,0004	81,818

Notes:

1. The terms and conditions of the Options are set out in the notes to the table in Section 3.1.

2. Comprising:

3. (i) 200,000 Unlisted Class Q Options expiring on 28 November 2019; (ii) 1,000,000 Unlisted Class S Options expiring on 21 December 2019; (iii) 144,230 Unlisted Class ULOP10 Options expiring on 31 January 2019; and

4. (iv) 1,600,000 Unlisted Class U Options expiring on 19 December 2020.

5. Comprising:

6. (i) 400,000 Unlisted Class Q Options expiring on 28 November 2019; (ii) 3,333,333 Unlisted Class S Options expiring on 21 December 2019; (iii) 288,461 Unlisted Class ULOP10 Options expiring on 14 September 2020;

7. (iv) 5,000,000 Unlisted Class U Options expiring on 19 December 2020. (i) 1,000,000 Unlisted Class S Options expiring on 21 December 2019; and

8. (ii) 1,600,000 Unlisted Class U Options expiring on 19 December 2020.

9. Comprising:

x

Key Information

Further Information

Forward looking statements This Prospectus contains forward-looking statements which are identified by words such as 'may', 'could', 'believes', 'estimates', 'targets', 'expects', or 'intends' and other similar words that involve risks and uncertainties. These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the date of this Prospectus, are considered reasonable. Such forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company, the Directors and the management. The Directors cannot and do not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur and investors are cautioned not to place undue reliance on these forward-looking statements. The Directors have no intention to update or revise forward-looking statements, or to publish prospective financial information in the future, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus, except where required by law. These forward looking statements are subject to various risk factors that could cause the Company's actual results to differ materially from the results expressed or anticipated in these statements. These risk factors are set out in Section 4.

Important Information and Section 4

xi

TABLE OF CONTENTS

Section	Page No.
1.	Details of the Rights Issue ............................................................ 1
2.	Action required by Eligible Shareholders .......................................... 9
3.	Effect of the Rights Issue ............................................................ 14
4.	Risk factors ............................................................................. 19
5.	Additional information ............................................................... 29
6.	Authorisation ........................................................................... 41
7.	Glossary of Terms ..................................................................... 42

xii

1. Details of the Rights Issue

1.1 Rights Issue

The Company is making a renounceable pro rata offer to Eligible Shareholders of New Shares at an Issue Price of $0.014 each, on the basis of three (3) New Shares for every eleven (11) Shares held at 5.00pm (AEST) on the Record Date ( Rights Issue ).

As announced on 15 August 2019, the Company is also undertaking a placement to qualified, institutional, sophisticated and professional investors of 130,000,000 Shares at the Issue Price ( Placement Shares ) under its Listing Rule 7.1 and 7.1A capacity to raise approximately $1.82 million (before costs) ( Placement ). It is intended the Placement settles prior to the Record Date for the Rights Issue such that Placement participants are eligible to participate in the Rights Issue (to the extent they are Eligible Shareholders). Together with the Rights Issue, the Company will raise approximately $5.27 million (before costs).

As at the date of this Prospectus, the Company has on issue 773,220,808 Shares, and 121,160,564 Options. As at the Record Date, assuming completion of the Placement has occurred, the Company will have on issue 903,220,808 Shares.

On the assumption that the Placement Shares are issued prior to the Record Date, no Options are exercised before the Record Date, and subject to rounding, the Rights Issue is for a maximum of approximately 246.3 million New Shares to raise up to approximately $3.45 million (before costs).

Where the determination of the Entitlement of any Eligible Shareholder results in a fraction of a Share, such fraction will be rounded up to the nearest whole Share.

Eligible Shareholders have the opportunity to apply for additional Shares in excess of their Entitlement ( Additional New Shares ). Further details are contained in Section 1.2 below.

New Shares issued under the Rights Issue will be issued as fully paid ordinary shares and will rank equally in all respects with existing Shares on issue. Further details on the rights and liabilities attaching to the New Shares proposed to be issued under the Rights Issue are contained in Section 5.1.

1.2 Additional New Shares

The Company will allow Eligible Shareholders that have fully subscribed for their Entitlement under the Rights Issue to subscribe for additional New Shares in excess of their Entitlement ( Additional New Shares ). Eligible Shareholders can subscribe for Additional New Shares by completing the relevant part of the Entitlement and Acceptance Form, or through BPAY [®] . Please refer to Section 2.4.

The issue of Additional New Shares will be limited to the extent that there are sufficient New Shares from Eligible Shareholders who do not take up their full Entitlements or from New Shares that would have been offered to Ineligible Foreign Shareholders if they had been entitled to participate in the Rights Issue.

If the Company receives applications for Additional New Shares that would result in the Rights Issue being oversubscribed, then the Company reserves its rights to accept such oversubscriptions up to its available Listing Rule 7.1 placement capacity. Any Additional New Shares applied for in excess of your Entitlement will be issued at the discretion of the Underwriter, in consultation with the Company. Eligible

1

Shareholders that apply for Additional New Shares may therefore receive all, some or none of the Additional New Shares that they apply for.

There is no guarantee that Eligible Shareholders will receive the number of Additional New Shares applied for. The Company's decision on the number of New Shares and Additional New Shares to be allocated will be final. In the event of a scale back, the difference between the Application Monies received, and the number of New Shares allocated to you multiplied by the Issue Price, will be refunded by the Company, without interest, following allotment.

The Company will not issue Additional New Shares where the Company is aware that to do so would result in a breach of the Corporations Act (including section 606 of the Corporations Act) or the Listing Rules. Eligible Shareholders wishing to apply for Additional New Shares must consider whether the issue of the Additional New Shares applied for would breach the Corporations Act or the Listing Rules having regard to their own circumstances (including the existence of any associates). The Company expressly disclaims any responsibility for monitoring such applications or ensuring that individual Shareholders do not breach the Corporations Act or the Listing Rules as a result of participation in the Rights Issue.

Directors and related parties of the Company will not be issued any Additional New Shares without the prior approval of Shareholders.

If there remains a shortfall after the allocation of Additional New Shares to Shareholders, the remaining shares will become Shortfall Shares. Shortfall Shares will be subscribed for pursuant to terms of the Underwriting Agreement (see Section 5.2(a)).

1.3 Purpose of the Placement and Rights Issue and Use of Funds

On the basis that the Placement completes and the Rights Issue is fully underwritten, cash at hand will increase by approximately $5.27 million before costs (assuming no existing Options are converted into Shares prior to the Record Date).

The Company intends to apply the funds raised from the Placement and Rights Issue in accordance with the table set out below:

Item of expenditure	Amount ($'000)	%
Drilling	3,700	70%
Geophysics	400	8%
Working capital requirements1	752	14%
Expenses of the Placement and Rights Issue2	418	8%
TOTAL	5,270	100%

Notes:

1. Working capital incorporates staff, administration and corporate costs.

2. See Section 5.11 for further details relating to the estimated expenses of the Rights Issue.

2

The above is a statement of current intentions at the date of this Prospectus. Intervening events and new circumstances have the potential to affect the manner in which the funds are ultimately applied, including market conditions, the development of new opportunities and/or any number of other factors. The Board reserves the right to alter the way the funds are applied on this basis.

1.4

Opening and Closing Dates

For the Rights Issue, the Company will accept Entitlement and Acceptance Forms from the Opening Date until 5.00pm AEST on Wednesday, 11 September 2019 or such other date as the Directors in their absolute discretion shall determine, subject to the requirements of the Listing Rules ( Closing Date ).

1.5

Minimum subscription

There is no minimum subscription for the Rights Issue.

1.6

Underwriting and sub-underwriting

The Rights Issue is fully underwritten by the Underwriter. A summary of the material terms of the Underwriting Agreement is set out in Section 5.2(a).

1.7

Effect on control

See Section 3.3 for information on the effect of the Rights Issue on the control of the Company.

1.8

Rights trading

The Entitlements under the Rights Issue are renounceable. Accordingly, there will be trading of Entitlements on ASX and you may trade your Entitlements to subscribe for Shares to any other party. If you do not take up your Entitlement by the Closing Date, the Rights Issue to you will lapse.

Trading of Entitlements on ASX is expected to occur in accordance with the timetable.

1.9

Issue and despatch

All New Shares under the Rights Issue are expected to be issued on or before the date set out in the proposed timetable in this Prospectus.

Security holder statements will be despatched as soon as possible after the issue of the New Shares.

It is the responsibility of Applicants to determine their allocation prior to trading in the New Shares. Applicants who sell New Shares before they receive their holding statements will do so at their own risk.

1.10

Application Monies held on trust

All Application Monies received for the New Shares will be held on trust in a bank account maintained solely for the purpose of depositing Application Monies received pursuant to this Prospectus until the New Shares are issued. All Application Monies will be returned (without interest) if the New Shares are not issued.

3

1.11 ASX Quotation

Application will be made for the Official Quotation of the New Shares offered by this Prospectus.

If permission is not granted by ASX for the Official Quotation of the New Shares offered by this Prospectus within 3 months after the date of this Prospectus (or such period as the ASX allows), the Company will repay, as soon as practicable, without interest, all Application Monies received pursuant to this Prospectus.

1.12

CHESS

The Company participates in the Clearing House Electronic Subregister System, known as CHESS, operated by ASX Settlement Pty Limited (a wholly owned subsidiary of ASX), in accordance with the Listing Rules and ASX Settlement Operating Rules.

Under CHESS, Applicants will not receive a certificate but will receive a statement of their holding of Shares pursuant to their acceptance of the Rights Issue.

Shareholders and investors who are broker sponsored will receive a CHESS statement

from ASX Settlement Pty Limited.

The CHESS statement will set out the number of Shares issued under this Prospectus, provide details of your holder identification number, the participant identification number of the sponsor and the terms and conditions applicable to the Shares.

If you are registered on the Issuer Sponsored subregister, your statement will be despatched by the Share Registry and will contain the number of Shares issued to you under this Prospectus and your security holder reference number.

A CHESS statement or Issuer Sponsored statement will routinely be sent to Shareholders at the end of any calendar month during which the balance of their Shareholding changes. Shareholders may request a statement at any other time; however, a charge may be made for additional statements.

1.13 Residents outside Australia

(a) General

This Prospectus, and any accompanying Entitlement and Acceptance Form do not, and are not intended to, constitute an offer of Shares in any place or jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer or to issue this Prospectus or the New Shares under the Rights Issue.

The distribution of this Prospectus in jurisdictions outside Australia may be restricted by law and persons who come into possession of this Prospectus should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Shareholders (including Ineligible Foreign Shareholders) and potential investors with a registered address outside Australia should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed to enable them to accept or deal with their Entitlement. The return of a completed Entitlement and Acceptance Form from a Shareholder or potential investor with a registered

4

address outside Australia will be taken by the Company to constitute a representation and warranty by that Shareholder or potential investor that all relevant approvals have been obtained and that the Company may legally issue the New Shares to that Shareholder or potential investor.

(b) New Zealand offer restrictions

The New Shares are not being offered or sold to the public within New Zealand other than to existing Shareholders of the Company with registered addresses in New Zealand at the Record Date to whom the offer of New Shares is being made in reliance on the transitional provisions of the Financial Markets Conduct Act 2013 (New Zealand) and the Securities Act (Overseas Companies) Exemption Notice 2013 (New Zealand).

This Prospectus has not been registered, filed with or approved by any New Zealand regulatory authority. This Prospectus is not an investment statement or prospectus under New Zealand law and is not required to, and may not, contain all the information that an investment statement or prospectus under New Zealand law is required to contain.

(c) Guernsey offer restrictions

The New Shares may only be offered or sold in or from within the Bailiwick of Guernsey to existing shareholders of the Company.

(d) Hong Kong offer restrictions

WARNING: The contents of this Prospectus have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the Rights Issue. If you are in doubt about any contents of this document, you should obtain independent professional advice.

(e) Mauritius offer restrictions

In accordance with The Securities Act 2005 of Mauritius, no offer of the New Shares may be made to the public in Mauritius without the prior approval of the Mauritius Financial Services Commission. Accordingly, this offer is being made on a private placement basis only and does not constitute a public offering. As such, this Prospectus has not been approved or registered by the Mauritius Financial Services Commission and is for the exclusive use of the person to whom it is addressed. The Prospectus is confidential and should not be disclosed or distributed in any way without the express written permission of the Company.

(f) United Kingdom offer restrictions

Neither the information in this Prospectus nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ( FSMA )) has been published or is intended to be published in respect of the New Shares and the Entitlements.

This Prospectus is issued on a confidential basis to fewer than 150 persons (other than "qualified investors" (within the meaning of section 86(7) of FSMA)) in the United Kingdom, and the New Shares and the Entitlements may not be offered or sold in the United Kingdom by means of this Prospectus, any accompanying letter or any other document, except in circumstances

5

which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This Prospectus should not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.

Any invitation or inducement to engage in investment activity (within the meaning of section 21 FSMA) received in connection with the issue or sale of the New Shares and the Entitlements has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in circumstances in which section 21(1) FSMA does not apply to the Company.

In the United Kingdom, this Prospectus is being distributed only to, and is directed at, persons:

• (i) who fall within Article 43 (members or creditors of certain bodies corporate) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005, as amended; or

• (ii) to whom it may otherwise be lawfully communicated (together "relevant persons").

The investment to which this Prospectus relates is available only to, and any invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Prospectus or any of its contents.

(g) Ineligible Foreign Shareholders

The Company believes that it is unreasonable to extend the Rights Issue to Shareholders who on the Record Date have a registered address outside Australia, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom ( Ineligible Foreign Shareholders ). The Company has formed this view having considered:

• (i) the number and value of the New Shares that would be offered to those Shareholders; and

• (ii) the cost of complying with the legal requirements and the requirements of regulatory authorities in the overseas jurisdictions.

Accordingly, Ineligible Foreign Shareholders will not be entitled to participate in the Rights Issue. The Directors do however reserve their right to accept subscriptions from Eligible Shareholders from outside Australia.

(h) Notice to nominees and custodians

Nominees and custodians that hold Shares should note that the Rights Issue is available only to Eligible Shareholders. The Company is not required to determine whether or not any registered holder is acting as a nominee or the identity or residence of any beneficial owners of Shares. If any nominee or custodian is acting on behalf of a foreign person, that holder, in dealing with its beneficiary, will need to assess whether indirect participation by the beneficiary in the Rights Issue is compatible with applicable foreign laws.

Nominees and custodians may not distribute this Prospectus, and may not permit any beneficial Shareholder to participate in the Rights Issue, in any country outside Australia except, with the consent of the Company, to

6

beneficial Shareholders resident in certain other countries where the Company may determine it is lawful and practical to make the Rights Issue.

1.14 Risk factors

An investment in New Shares of the Company should be regarded as speculative. In addition to the general risks applicable to all investments in listed securities, there are specific and general risks associated with an investment in the Company which are detailed in Section 4.

1.15 Taxation implications

The Directors do not consider it appropriate to give Shareholders or potential investors advice regarding the taxation consequences of subscribing for New Shares under this Prospectus. The Company, its advisers and its officers do not accept any responsibility or liability for any such taxation consequences to Shareholders or potential investors. As a result, Shareholders and potential investors should consult their professional tax adviser in connection with subscribing for New Shares under this Prospectus.

1.16 Major activities and financial information

A summary of the major activities and financial information relating to the Company for the half-year ended 31 December 2018 and the financial year ended 30 June 2018 can be found in the Company's Half Yearly Report for the six-month period to 31 December 2018 and the 2018 Annual Report lodged with ASX. The Company has made continuous disclosure notices (i.e. ASX announcements) since the lodgement of its Annual Report on 21 September 2018, as outlined in Section 5.4(a).

Copies of these documents are available free of charge from the Company. The Directors strongly recommend that Applicants review these and all other announcements prior to deciding whether or not to participate in the Rights Issue.

1.17

Privacy

If you complete an Entitlement and Acceptance Form, you will be providing personal information to the Company (directly or by Share Registry). The Company collects, holds and will use that information to assess the Application, service your needs as a Shareholder, facilitate distribution payments and corporate communications to you as a Shareholder, and carry out administration.

The information may also be used from time to time and disclosed to persons inspecting the register, bidders for your Shares in the context of takeovers, regulatory bodies, including the Australian Taxation Office, authorised securities brokers, print service providers, mail houses and the Share Registry.

By submitting an Entitlement and Acceptance Form, each Applicant agrees that the Company may use the information provided by an Applicant on the Entitlement and Acceptance Form for the purposes set out herein and may disclose it for those purposes to the Share Registry, the Company's related bodies corporate, agents, contractors and third party service providers, including mailing houses and professional advisers, and to ASX and regulatory authorities.

If you do not provide the information required on the Entitlement and Acceptance Form, the Company may not be able to accept or process your Application. An Applicant has a right to gain access to, correct and update the information that the Company holds about that person subject to certain exemptions under law. A fee

7

may be charged for access. Access requests must be made in writing to the Company's registered office.

Collection, maintenance and disclosure of certain personal information is governed by legislation including the Privacy Act 1988 (Cth) (as amended), the Corporations Act and certain rules such as the ASX Settlement Operating Rules.

1.18 Enquiries concerning the Rights Issue or this Prospectus

Enquiries relating to the Rights Issue or this Prospectus should be directed to the Golden Rim Resources Ltd Offer Information Line on 1800 881 526 (within Australia) or +61 1800 881 526 (from outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday.

8

2. Action required by Eligible Shareholders

2.1 Action in relation to the Rights Issue

The Company will send this Prospectus, together with a personalised Entitlement and Acceptance Form, to all Eligible Shareholders. Eligible Shareholders may:

• (a) accept all of your Entitlement (refer to Section 2.2);

• (b) accept part of your Entitlement (refer to Section 2.3);

• (c) apply for Additional New Shares in excess of your Entitlement (refer to Section 2.4);

• (d) sell part or all of your Entitlement under the Rights Issue on the ASX (refer to Section 2.5);

• (e) deal with part or all of your Entitlement other than on ASX (refer to Section 2.6); or

• (f) allow all or part of your Entitlement to lapse (refer to Section 2.7).

2.2 Acceptance of New Shares under the Rights Issue

Your Entitlement to participate in the Rights Issue will be determined on the Record Date.

The number of New Shares to which you are entitled is shown on the accompanying Entitlement and Acceptance Form.

Should you wish to accept all of your Entitlement to New Shares under the Rights Issue and you are not paying by BPAY, then applications for Shares under this Prospectus must be made on the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided and attach a cheque, bank draft or money order for the amount indicated on the Entitlement and Acceptance Form.

Applications will be deemed not to have been received until the Company is in receipt of cleared funds.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque, bank draft or money order in Australian dollars, crossed "Not Negotiable" and made payable to " Golden Rim Resources Ltd " and lodged at any time after the issue of this Prospectus and on or before the Closing Date with the Share Registry (by post or hand delivery) at:

9

By post	By hand
Golden Rim Resources Ltd C/- Link Market Services Limited GPO Box 3560 Sydney South NSW 2001	Golden Rim Resources Ltd C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 (Please do not use this address for mailing purposes)

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the Closing Date. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form .

Applicants are encouraged to pay by BPAY.

2.3 If you wish to take up only part of your Entitlement under the Rights Issue

Should you wish to only take up part of your Entitlement under the Rights Issue and you are not paying by BPAY, then applications for New Shares under the Rights Issue must be made on the personalised Entitlement and Acceptance Form which accompanies this Prospectus in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Please read the instructions carefully.

Please complete the Entitlement and Acceptance Form by filling in the details in the spaces provided, including the number of New Shares you wish to accept and the amount payable (calculated at $0.014 per New Share accepted), and attach a cheque, bank draft or money order for the appropriate Application Monies.

Completed Entitlement and Acceptance Forms must be accompanied by a cheque, bank draft or money order in Australian dollars, crossed "Not Negotiable" and made payable to " Golden Rim Resources Ltd " and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the address indicated at Section 2.2 above.

Applications will be deemed not to have been received until the Company is in receipt of cleared funds.

If paying via BPAY, Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment and it is the responsibility of the Applicant to ensure that funds are submitted through BPAY by the Closing Date. If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form.

Applicants are encouraged to pay by BPAY.

2.4 Subscribe for all of your Entitlement and apply for Additional New Shares

If you wish to apply for Shares in excess of your Entitlement under the Rights Issue by applying for Additional New Shares you may do so by completing the relevant separate section of the Entitlement and Acceptance Form which accompanies this Prospectus, in accordance with the instructions referred to in this Prospectus and on the Entitlement and Acceptance Form. Any Additional New Shares applied for in

10

excess of your Entitlement will be issued at the discretion of the Underwriter in consultation with the Company.

If you elect to pay via BPAY, you must follow the instructions for BPAY set out in the Entitlement and Acceptance Form and you will not need to return the Entitlement and Acceptance Form. Your BPAY payment will be applied to acceptance of your Entitlement and any excess payment amount will be treated as an Application for Additional New Shares.

2.5 If you wish to sell all or part of your Entitlement under the Rights Issue on the ASX

Should you wish to sell all or part of your Entitlement under the Rights Issue on the ASX you must provide instructions to your stockbroker regarding the Entitlement you wish to sell on the ASX. Trading of Entitlements will commence on the ASX on 29 August 2019 and will cease on 4 September 2019.

The Company does not guarantee that an Eligible Shareholder will be able to sell all or any part of their Entitlement on the ASX or that any particular price will be paid for the Entitlements sold on the ASX.

2.6 If you wish to sell all or part of your Entitlement under the Rights Issue other than on the ASX

Should you wish to sell part of your Entitlement under the Rights Issue other than on the ASX, and the purchaser of your Entitlement is an Ineligible Foreign Shareholder or a person that would be an Ineligible Foreign Shareholder if they were a registered holder of Shares, that purchaser will not be able to accept the Entitlement that they have purchased.

If you are a shareholder on the issuer sponsored sub-register and you wish to transfer all or a proportion of your Entitlement to another person other than on the ASX, please complete the standard renunciation and transfer form (obtainable from the Company's share registry) by filling in the details in the spaces provided and attach a cheque, bank draft or money order for the amount (if any) indicated on the standard renunciation and transfer form.

Completed standard renunciation and transfer forms must be accompanied by a cheque, bank draft or money order in Australian dollars, crossed "Not Negotiable" and made payable to " Golden Rim Resources Ltd " and lodged at any time after the issue of this Prospectus and on or before the Closing Date at the Share Registry (by post or hand delivery) at:

By post	By hand
Golden Rim Resources Ltd C/- Link Market Services Limited GPO Box 3560 Sydney South NSW 2001	Golden Rim Resources Ltd C/- Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 (Please do not use this address for mailing purposes)

Should you wish to transfer all or a portion of your Entitlement to or from another person on the CHESS sub-register you must engage your CHESS controlling participant (usually your stockbroker). If the transferee wants to exercise some or all of the Entitlement, you should follow your stockbroker's instructions as to the most appropriate way to take up the Entitlement on their behalf. The Application Monies

11

for Shares the transferee of the Entitlement wants to acquire must be received by the Share Registry in accordance with Section 2.2.

2.7 Entitlements not taken up

If you do not wish to accept any of your Entitlement, you are not obliged to do anything. The number of Shares you hold and the rights attached to those Shares will not be affected should you choose not to accept any of your Entitlement.

2.8 Entitlement and Acceptance Forms

Acceptance of a completed Entitlement and Acceptance Form by the Company creates a legally binding contract between the Applicant and the Company for the number of New Shares accepted by the Company. The Entitlement and Acceptance Form does not need to be signed to be a binding acceptance of New Shares.

If the Entitlement and Acceptance Form is not completed correctly it may still be treated as valid. The Directors' decision as to whether to treat the acceptance as valid and how to construe, amend or complete the Entitlement and Acceptance Form is final.

By completing and returning an Entitlement and Acceptance Form with any requisite Application Monies, Applicants will be deemed to have represented and warranted on behalf of themselves or each person on whose account they are acting that the law in their place of residence and/or where they have been given the Prospectus, does not prohibit them from being given the Prospectus and that they:

• (a) agree to be bound by the terms of the Rights Issue;

• (b) declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;

• (c) declare that they are over 18 years of age and have full legal capacity and power to perform all their rights and obligations under the Entitlement and Acceptance Form;

• (d) declare that they are the current registered holder of Shares as at the Record Date and have a registered address in Australia or subject to the offer restrictions in Section 1.13, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom;

• (e) authorise the Company and its respective officers or agents, to do anything on their behalf necessary for the New Shares to be issued to them, including to act on instructions of the Share Registry upon using the contact details set out in the Entitlement and Acceptance Form;

• (f) acknowledge that the information contained in, or accompanying, the Prospectus is not investment or financial product advice or a recommendation that New Shares are suitable for them given their investment objectives, financial situation or particular needs; and

• (g) acknowledge that the New Shares have not, and will not be, registered under the New Shares laws in any other jurisdictions outside Australia.

12

2.9 Enquiries concerning an Entitlement and Acceptance Form or your Entitlement

For enquiries concerning an Entitlement and Acceptance Form or your Entitlement, please contact the Golden Rim Resources Ltd Offer Information Line on 1800 881 526 (within Australia) or +61 1800 881 526 (from outside Australia) between 8.30am and 5.30pm (AEST) Monday to Friday.

13

3. Effect of the Rights Issue

3.1 Capital structure on completion of the Placement and Rights Issue

The indicative capital structure of the Company following completion of the Placement and Rights Issue is set out below. Placement Shares will be issued prior to the Record Date such that participants in the Placement will be entitled to participate in the Rights Issue (to the extent they are Eligible Shareholders).

	Shares	Options (unquoted)1
Balance at the date of this Prospectus	773,220,808	121,160,564
To be issued under the Placement	130,000,000	Nil
To be issued under the Rights Issue2	246,332,920	Nil
**TOTAL3 **	1,149,553,728	121,160,564

Notes:

1. Unquoted Options are comprised of:

2. (a) 1,433,335 unquoted Options exercisable at $0.45 and expiring on 28 November 2019;

3. (b) 5,959,404 unquoted Options exercisable at $0.075 and expiring on 6 July 2020;

4. (c) 8,699,999 unquoted Options exercisable at $0.075 and expiring on 21 December 2019;

5. (d) 1,600,000 unquoted Options exercisable at $0.07 and expiring on 17 July 2020;

6. (e) 90,767,825 unquoted Options exercisable at $0.04 and expiring on 14 September 2020;

7. (f) 12,700,000 unquoted Options exercisable at $0.04 and expiring on 19 December 2020; and

8. (g) 1 unquoted Option convertible into 7,903,437 Shares, exercisable at $126,455 ($0.016 per Share) and expiring on 28 December 2019.

9. Subject to rounding.

10. Assumes no further Shares are issued by the Company and no existing Options are converted to Shares. Total number of Shares subject to rounding of Entitlements.

3.2 Pro forma consolidated statement of financial position

Set out below is:

• (a) the unaudited consolidated statement of financial position of the Company as at 30 June 2019 ( Balance Date );

• (b) the unaudited pro forma statement of financial position of the Company at the Balance Date prepared on the basis that the assets and liabilities of the Company have not been subject to any material change between the Balance Date and completion of the Rights Issue, except for:

14

• (i) the issue of 50,000,000 Shares under a placement at $0.01 each to raise $500,000 (less costs)

• (ii) the unaudited effects of the Placement and Rights Issue on a fully subscribed basis (less estimated costs).

No allowance has been made for expenditure incurred in the normal course of business from 30 June 2019 to completion of the Rights Issue.

The statements of financial position have been prepared to provide Shareholders and potential investors with information on the assets and liabilities of the Company and the pro forma assets and liabilities of the Company as noted above.

The historical and pro forma information is presented in abbreviated form, insofar as it does not include all of the disclosures required by the Australian Accounting Standards applicable to annual financial statements.

Current Assets Cash and cash equivalents Trade and other receivables Other assets Total Current Assets Non Current Assets Other financial assets Plant and equipment Exploration expenditure Total Non Current Assets Total Assets Current Liabilities Trade and other payables Provisions Total Current Liabilities Non Current Liabilities Provisions Total Non-Current Liabilities Total Liabilities Net Assets	Unaudited 30 June 2019 $ 352,993 17,505 20,954	Pro forma (unaudited) $
		5,691,210
		17,505
		20,954
	391,452
		5,729,669
	11,995 94,018 5,925,234
		11,995
		94,018
		5,925,234
	6,031,247
		6,031,247
	6,422,699
		11,760,916
	939,528 120,982
		939,528
		120,982
	1,060,510
		1,060,510
	108,059
		108,059
	108,059	108,059
	1,168,569
		1,168,569
	5,254,130
		10,592,347

15

Equity Share capital Reserves Accumulated losses Equity attributable to owners of the Company Non-controlling interests Total Equity	79,811,594 85,149,811 1,601,375 1,601,375 (74,435,849) (74,435,849)
	6,977,120 12,315,337 (1,722,990) (1,722,990)
	5,254,130 10,592,347

16

3.3 Effect of the Rights Issue on control of the Company

Section 606(1) of the Corporations Act prohibits a person, unless an exception applies, from increasing their voting power in the Company:

• (a) from 20% or below to above 20%; or

• (b) from a starting point of above 20% and below 90%.

One of the exceptions to section 606(1) is where that increase occurs as a result of an issue under a disclosure document to an underwriter or sub-underwriter to the issue. Notwithstanding this exception, the Company notes that no investor or existing Shareholder is anticipated to hold a voting power of 20% or more as a result of the Rights Issue.

The Underwriter presently has no Shares or Options in the Company, and it has indicated that it has no intention of acquiring Shares in the Company prior to the Record Date. The Underwriter has agreed to fully underwrite the Rights Issue.

The Underwriter's maximum potential relevant interest in Shares and voting power in the Company under several scenarios are set out in the table below and are based on the assumptions that:

• (a) other than the Placement, no further Shares are issued; and

• (b) the Underwriter subscribes for Shares pursuant to the Underwriting Agreement (in the highly unlikely event that all binding sub-underwriting agreements which are in place between the Underwriter and subunderwriters are breached and the sub-underwriters do not perform).

	Total Underwriter Shares	Total Shares	Underwriter voting power
Date of Prospectus	0	903,220,808	0%
Rights Issue
 Fully subscribed	0	1,149,553,728	0%
 75% subscribed by Shareholders	61,583,230	1,149,553,728	5%
 50% subscribed by Shareholders	123,166,460	1,149,553,728	11%
 25% subscribed by Shareholders	184,749,690	1,149,553,728	16%
 Underwritten Amount only (0% subscribed by Shareholders)	246,332,920	1,149,553,728	21%

The Underwriter has confirmed with the Company that the Underwritten Amount is fully sub-underwritten and, in the event that no Eligible Shareholders take up their Entitlement under this Prospectus, then no sub-underwriter will hold voting power of 20% or more.

3.4 Potential dilution

Shareholders should note that if they do not participate in the Rights Issue, their

17

holdings are likely to be diluted (as compared to their holdings and number of Shares on issue as at the date of the Prospectus). Examples of how the dilution may impact Shareholders are set out in the table below:

	Shareholding as at Record Date	% at Record Date	Entitlements to New Shares under Rights Issue	Shareholding if Rights Issue not taken up	% post Rights Issue
Shareholder 1	100,000,000	11.1	27,272,727	100,000,000	8.7
Shareholder 2	50,000,000	5.5	13,636,364	50,000,000	4.3
Shareholder 3	25,000,000	2.8	6,818,182	25,000,000	2.2
Shareholder 4	10,000,000	1.1	2,727,273	10,000,000	0.9
Shareholder 5	5,000,000	0.6	1,363,636	5,000,000	0.4

Note: Assumes that no existing Options are converted into Shares. The dilution effect shown in the table is the maximum percentage on the assumption that those Entitlements not accepted are subsequently placed. The dilution effect also assumes that no Securities will be issued, exercised or converted prior to the Record Date.

3.5

Market price of Shares

The highest and lowest market closing prices of the Shares on ASX during the 3 months immediately preceding the date of lodgement of this Prospectus with ASIC and the respective dates of those sales were:

Highest: $0.019 on 5 August, 7 August and 9 August 2019 Lowest: $0.01 on various days in June 2019

The latest available market closing price of the Shares on ASX prior to the date of lodgement of this Prospectus with ASIC was $0.017 per Share on 12 August 2019.

3.6 Dividend policy

The Directors are not able to say when and if dividends will be paid in the future, as the payment of any dividends will depend on the future profitability, financial position and cash requirements of the Company.

18

4. Risk factors

The New Shares offered under this Prospectus should be considered speculative because of the nature of the business activities of the Company. Whilst the Directors recommend the Rights Issue, potential investors should consider whether the New Shares offered are a suitable investment having regard to their own personal investment objectives and financial circumstances and the risk factors set out below.

This Section identifies the areas the Directors regard as the major risks associated with an investment in the Company. Investors should be aware that an investment in the Company (and its subsidiaries) involves a number of risks, which may be higher than the risks associated with an investment in other companies.

There are general risks associated with investing in any form of business and with investing in the share market generally. There are also a range of specific risks associated with the Company's business and its involvement in the exploration and mining industry. These risk factors are largely beyond the control of the Company and its Directors because of the nature of the activities of the Company. The following summary, which is not exhaustive, lists some of the major risk factors, of which potential investors need to be aware.

Potential investors should read this Prospectus in its entirety and, if in any doubt, consult their professional adviser before deciding whether to participate in the Rights Issue.

4.1 Risks specific to the Company

(a) Additional requirements for capital

The Company’s ongoing activities and growth through development will require substantial expenditures. There can be no guarantee that the Company will be able to access the funds necessary to finance its future activities and successfully achieve all the objectives of the Company’s overall business strategy on terms acceptable to the Company, or at all. Any equity financing may be dilutive to shareholders and any debt financing, if available, may involve restrictive covenants, which may limit the Company’s operations and business strategy. The Company’s failure to raise capital, if and when needed, could delay or suspend the Company’s business strategy and could have a material adverse effect on the Company’s activities.

(b) Country risk

The Company's operations and assets are located in Burkina Faso and Chile. The Company’s operations in Burkina Faso and Chile are exposed to various levels of political, economic and other risks and uncertainties associated with operating in a foreign jurisdiction. These risks and uncertainties include, but are not limited to, currency exchange rates, high rates of inflation, terrorism, labour unrest, social unrest, civil disobedience, renegotiation or nullification of existing concessions, licences, permits and contracts, changes in taxation policies, changing political conditions, war and civil conflict, lack of law enforcement, currency controls and governmental regulations that favour or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

19

Changes, if any, in mining or investment policies or shifts in political attitude in Burkina Faso and/or Chile may adversely affect the Company’s operations or profitability. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure, could result in loss, reduction or expropriation of interests.

Given the Company’s focus on its operations in Burkina Faso, the security of the Company’s employees and contractors in Burkina Faso, in particular, is key to the Company’s ability to perform its exploration and development activities and hence its success. However, the security environment in Burkina Faso and/or Chile may deteriorate and adversely affect the Company’s operations.

The Company may also be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity.

The legal systems operating in Burkina Faso and Chile may be less developed than more established countries, which may result in risks such as:

• (i) political difficulties in obtaining effective legal redress in the courts whether in respect of a breach of law or regulation, or in an ownership dispute;

• (ii) a higher degree of discretion on the part of governmental agencies;

• (iii) the lack of political or administrative guidance on implementing applicable rules and regulations including, in particular, as regards local taxation and property rights;

• (iv) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; and

• (v) relative inexperience of the judiciary and court in such matter.

The commitment by local business people, government officials and agencies and the judicial systems to abide by legal requirements and negotiated agreements may be more uncertain, creating particular concerns with respect to licences and agreements for business. These may be susceptible to revision or cancellation and legal redress may be uncertain or delayed. There can be no assurance that joint ventures, licences, license application or other legal arrangements will not be adversely affected by the actions of the government authorities or others and the effectiveness of and enforcement of such arrangements cannot be assured.

(c) Exploration and operational risks

The future profitability of the Company and the value of its Shares are directly related to the results of exploration and any subsequent project development. Until the Company can realise value from its projects, it is likely to incur ongoing operating costs. There are risks in undertaking exploration and development activities, which are inherently risky and speculative including:

20

• (i) There is no guarantee that gold or other mineral deposits will be discovered in the locations being explored by the Company. In the event that deposits are, or have been discovered, there is no guarantee that they will be in commercially viable quantities or economically profitable.

• (ii) Operational risks including geological conditions, technical difficulties, securing and maintaining tenements, weather, attracting and retaining suitable staff in remote locations and construction of efficient processing facilities. The operation may be affected by force majeure, engineering difficulties and other unforeseen events.

• (iii) Obtaining approvals and licences necessary to conduct the exploration and mining, and satisfying conditions which may be imposed in order to proceed with the exploration or mining of the deposits. It may not be possible for the Company to satisfy these conditions, which may preclude the Company from carry out its activities.

• (iv) The Company’s operations may be impacted by local community actions. There is no assurance that the Company’s operations will not be impacted by such actions or to the extent they may be impacted. To the extent such actions occur, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

These factors affect the Company's ability to establish mining operations, continue with its projects, earn income from its operations and will affect the Share price.

(d) Access to land

The Company will likely experience delays and cost overruns in the event it is unable to access the land required for its operations. This may be as a result of weather, environmental restraints, harvesting, landholder's or community activities, government legislation or other factors. In particular, Burkina Faso has a rainy season in the summer months. This has previously impacted on the Company's ability to conduct operations such as drilling and may do so in the future.

Access to land often depends on the Company being successful in negotiating with landholders. There is no assurance that the Company will obtain all the permissions required as and when required or that new conditions will not be imposed in connection therewith. To the extent such permissions are not obtained, the Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

The maintenance, renewal and granting of concessions often depends on the Company being successful in obtaining required statutory approvals. There is no assurance that the Company will be granted all the mining or exploration concessions for which it has applied or that licences, concessions, leases, permits or consents will be renewed as and when required or that new conditions will not be imposed in connection therewith. To the extent such approvals, consents or renewals are not obtained, the

21

Company may be curtailed or prohibited from continuing with its exploration activities or proceeding with any future exploration or development.

(e) Resource estimates

Resource estimates are expressions of judgement based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly when new information or techniques become available.

In addition, resource estimates are necessarily imprecise and depend to some extent on interpretations, which may prove to be inaccurate. As further information becomes available through additional fieldwork and analysis, the estimates are likely to change. Should the Company encounter mineralisation or formations different from those predicted by past drilling, sampling and similar examinations, resource estimates may have to be adjusted and mining plans may have to be altered in a way which could adversely affect the Company's operations.

(f)

Title risk

The Company's operations and exploration permits and/or exploitation concessions are located in Burkina Faso and Chile.

The Company has 100% wholly owned exploration permits in Burkina Faso as follows: Kouri, Margou and Babonga.

The Company is the 100% beneficial owner of the Goueli Permit in Burkina Faso which is held on trust by an unrelated third party. Currently, the Goueli Permit is the subject of an application transferring it directly to the Company’s Burkina Faso subsidiary. The Company understands that the transfer is a matter of process. Should the transfer not be effected for any reason, the Goueli Permit will continue to be held on trust.

Through a joint venture company, the Company has an approximate 73% interest in exploitation concessions in Chile (the Paguanta Project) as follows: José Miguel 1 1-30, José Miguel 2 1-30, José Miguel 3 1-30, José Miguel 4 1-30, José Miguel 5 1-30, José Miguel 6 1-30, José Miguel 7 1-30, José Miguel 8 1-30, Carlos Felipe 1 1-30, Carlos Felipe 2 1-30, Carlos Felipe 3 1-30, Carlos Felipe 4 1-30, Carlos Felipe 5 1-30, and Carlos Felipe 6 1-30.

The Company is also well advanced in the process of converting the following exploration concessions in Chile to exploitation concessions Teki I 1, Teki I 2, Teki I 3, Teki I 4, Teki I 5, Teki I 6, and Teki I 7. These concessions are 100% wholly owned by the Company and not the joint venture company, although they are in close proximity to the Paguanta Project. All of these concessions have Sernageomín’s (National Geology and Mining Service) final approval. The final resolutions are dated January 2019 and, in respect of Teki I 5 1/60, 3 June 2019.

The Company’s exploration permits and/or exploitation concessions are subject to the 2015 Mining Code of Burkina Faso or 1983 Mining Code of Chile , as applicable.

In Burkina Faso, each exploration permit is granted for a specific term following which a replacement permit or exploitation permit may be applied for. The Kouri Permit is due for renewal in April 2020. The permit may then be renewed for two further periods of 3 years each. The Margou Permit

22

expires in May 2021.The Babonga Permit expires in June 2020. The Goueli Permit expires in July 2020. Each exploration permit carries with it annual expenditure and reporting commitments, as well as other material conditions requiring compliance, such as satisfaction of other statutory payments (including land taxes and statutory duties) and compliance with work programmes and public health and safety laws.

Consequently, the Company could lose title to, or its interest in, permits and concessions if permit and concession conditions are not met or if insufficient funds are available to meet expenditure commitments or statutory payments.

There is no guarantee that the exploration permits granted by the government of Burkina Faso in connection with the properties will be renewed upon their termination.

In Chile, the Company holds exploitation concessions that are not subject to a renewal process other than the payment of an annual fee. Consequently, the Company could lose title to or its interest in concessions due to administrative error or if insufficient funds are available to meet the annual fee payable. There are no annual expenditure commitments on the exploitation concessions in Chile. The exploitation concessions in Chile are not subject to a specific term and therefore do not carry an expiration date.

Government approvals and permits are currently, and may in the future be, required in connection with the Company's operations including in any other foreign jurisdiction other than Burkina Faso or Chile. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from proceeding with planned exploration or development of mineral properties.

(g) Commodity prices

If the Company's projects are developed to production, the Company's revenue will come from the sale of product. Therefore, its earnings will be closely related to the price and arrangements it enters into for selling of its products. Product prices fluctuate and are affected by factors including the relationship between global supply and demand for gold, forward selling by producers, the cost of production and general global economic conditions, such as inflation, interest rates and currency exchange rates.

In particular, fluctuations in gold, silver, zinc and lead prices will significantly affect the Company's future operations and profitability. Should the Company be successful in developing its existing projects and bringing them into production, if the market prices for those commodities fall below the Company's production costs and remain at such levels for any sustained period of time, it may not be economically feasible to commence or continue production. This would materially and adversely affect production, profitability and the Company's financial position. The Company may, against a decline in the commodity prices, experience losses and may determine to discontinue operations or development of a project or mining at one or more of its properties. If the relevant price drops significantly, the economic prospects of the projects in which the Company has an interest could be significantly reduced or rendered uneconomic.

A decline in the market prices of relevant commodities may also require the Company to write down its mineral resources which would have a material

23

and adverse effect on its earnings and profitability. Should any significant write-down in resources be required, material write-down of the Company's investment in the affected mining properties and increased amortisation, reclamation and closure expenses may be required.

Fluctuations in commodity prices may have an adverse effect on the Company's exploration, development and production activities as well as its ability to fund those activities.

(h) Environmental regulation risk

The Company's operations are subject to environmental regulations in Burkina Faso and Chile. These regulations include a number of environmental obligations including, but not limited to:

• (i) in Chile, the submission of environmental impact statements or environmental impact studies; and

• (ii) in Burkina Faso, the Mining Code and regulations contain provisions that regulate the environmental aspects of mining activities together with more specific regulation under environmental legislation and regulations. Any applicant for mining title, except for exploration permit or authorization for quarrying exploitation, must undertake an environmental impact study along with a public survey and an environmental management and mitigation plan.

Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for noncompliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions (including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed) and may include corrective measures requiring capital expenditures, installation of additional equipment or remedial actions.

Amendments to current laws, regulations and permits governing the Company's operations and activities, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or require abandonment or delays in the development of new properties.

(i) Environmental liabilities risk

The Company's activities are subject to potential risks and liabilities associated with the potential pollution of the environment and the necessary disposal of mining waste products resulting from mineral exploration and production. Insurance against environmental risk (including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from exploration and production) is not generally available to the Company (or to other companies in the minerals industry) at a reasonable price. To the extent that the Company becomes subject to environmental liabilities, the satisfaction of any such liabilities would reduce

24

funds otherwise available to the Company and could have a material adverse effect on the Company. Laws and regulations intended to ensure the protection of the environment are constantly changing and are generally becoming more restrictive.

(j) Land rehabilitation requirements

Although variable, depending on location and the governing authority, land rehabilitation requirements are generally imposed on mineral exploration companies, as well as companies with mining operations, in order to minimise long term effects of land disturbance. Such obligations exist in Burkina Faso and Chile. Rehabilitation may include requirements to control dispersion of potentially deleterious effluents and to reasonably re-establish pre-disturbance land forms and vegetation. In order to carry out rehabilitation obligations imposed on the Company in connection with its mineral exploration, the Company must allocate financial resources that might otherwise be spent on further exploration and/or development programs.

(k) Future government actions

Future Burkinabé or Chilean government actions concerning the economy or the operation and regulation of the mining industry could have a significant effect on the Company. No assurances can be given that the Company will not be adversely affected by any future developments in Burkina Faso and/or Chile.

(l) Reliance on key personnel

The responsibility of overseeing the day-to-day operations and the strategic management of the Company depends substantially on its small senior management group. As the Company is a small organisation, there is substantial reliance on a few key personnel. Further as the Company's operations are in overseas jurisdictions, personnel with in-country knowledge are valuable to the Company's exploration and development activities. The Company's ability to manage its exploration and development activities, and hence its success, will depend in large part on the efforts of these individuals. There can be no assurance given that there will be no detrimental impact on the Company if one or more of these personnel were to leave the Company or are unable to perform their duties.

(m) Corporate responsibility risk

The Company’s operations and activities interact with a range of community stakeholders who have an interest in the impacts of the Company’s activities and require the Company to maintain a social licence to discover, develop and operate mining projects. This encompasses compliance with environmental laws and regulations, occupational health and safety laws and regulations and anti-bribery and corruption laws. It also encompasses establishment and maintenance of community relations in Burkina Faso and Chile. These give rise to a range of risks including land access, reputational risk and the risk of losing its ‘social licence’ to operate. These risks have the potential to reduce access to resources, impact the Company’s reputation and increase operating costs including from compliance obligations arising from changes in laws and regulations.

25

4.2 General Risks

(a) Economic Risks

General economic conditions, movements in interest, inflation and currency exchange rates may have an adverse effect on the Company's exploration, development and production activities, as well as on its ability to fund those activities.

Further, share market conditions may affect the value of the Company's quoted securities regardless of the Company's operating performance. Share market conditions are affected by many factors such as:

• (i) general economic outlook;

• (ii) interest rates and inflation rates;

• (iii) currency exchange rate fluctuations;

• (iv) changes in investor sentiment toward particular market sectors;

• (v) the demand for, and supply of, capital; and

• (vi) terrorism or other hostilities.

(b) Insurance coverage risk

Exploration and development operations on mineral properties involve numerous risks, including unexpected or unusual geological operating conditions, rock bursts, cave-ins, ground or slope failures, fires, floods, earthquakes and other environmental occurrences, political and social instability that could result in damage to or destruction of mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining caused by industrial accidents or labour disputes, changes in regulatory environment, monetary losses and possible legal liability.

It is not always possible to obtain insurance against all such risks and the Company may decide not to insure against certain risks because of high premiums or other reasons.

Should such liabilities arise, they could reduce or eliminate any further profitability and result in increasing costs and a decline in the value of the securities of the Company.

(c)

Unforeseen expenses

The Company may be subject to significant unforeseen expenses or actions.

This may include unplanned operating expenses, future legal actions or expenses in relation to future unforeseen events. The Directors expect that the Company will have adequate working capital to carry out its stated objectives however there is the risk that additional funds may be required to fund the Company's future objectives.

26

(d) Litigation risk

The Company is subject to litigation risks. All industries, including the minerals exploration industry, are subject to legal claims, with and without merit. Defence and settlement costs of legal claims can be substantial, even with respect to claims that have no merit.

Due to the inherent uncertainty of the litigation process, the resolution of any particular legal proceeding to which the Company is or may become subject could have a material effect on its financial position, results of operations or the Company's activities.

(e) Market conditions

The market price of the Company's Shares could fluctuate significantly. The market price of the Company's Shares may fluctuate based on a number of factors including the Company's operating performance and the performance of competitors and other similar companies, the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities, changes in earnings estimates or recommendations by research analysts who track the Company's Shares or the shares of other companies in the resource sector, changes in general economic conditions, the number of the Company's Shares publicly traded and the arrival or departure of key personnel, acquisitions, strategic alliances or joint ventures involving the Company or its competitors.

In addition, the market price of the Company's Shares are affected by many variables not directly related to the Company's success and are therefore not within the Company's control, including other developments that affect the market for all resource sector shares, the breadth of the public market for the Company's Shares, and the attractiveness of alternative investments. In recent years, the securities markets have experienced a high level of price and volume volatility, and the market price of securities of many companies, has experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.

(f) Joint venture parties, contractors and agents

The Directors are unable to predict the risk of financial failure or default by a participant in any joint venture to which the Company or its associated companies is or may become a party; or insolvency or other managerial failure by any of the contractors used by the Company in any of its activities; or insolvency or other managerial failure by any of the other service providers used by the Company for any activities.

4.3 Investment Speculative

The above list of risk factors ought not to be taken as exhaustive of the risks faced by the Company or by prospective investors in the Company. The above factors, and others not specifically referred to above, may in the future materially affect the financial performance of the Company and the value of the New Shares offered under this Prospectus.

Therefore, the New Shares to be issued pursuant to this Prospectus carry no guarantee with respect to the payment of dividends, returns of capital or the market value of those Shares.

27

Potential investors should consider that the investment in the Company is speculative and should consult their professional advisers before deciding whether to apply for the New Shares.

28

5. Additional information

5.1 Rights and liabilities attaching to Shares

New Shares issued under this Prospectus will rank equally with existing Shares on issue. A summary of the rights attaching to Shares in the Company is below. This summary is qualified by the full terms of the Constitution (a full copy of the Constitution is available from the Company on request free of charge) and does not purport to be exhaustive or to constitute a definitive statement of the rights and liabilities of Shareholders. These rights and liabilities can involve complex questions of law arising from an interaction of the Constitution with statutory and common law requirements. For a Shareholder to obtain a definitive assessment of the rights and liabilities which attach to Shares in any specific circumstances, the Shareholder should seek legal advice.

(a) General meeting and notices

Each member is entitled to receive notice of, and to attend and vote at, general meetings of the Company and to receive all notices, accounts and other documents required to be sent to members under the Constitution, the Corporations Act or the Listing Rules.

(b) Voting rights

Subject to any rights or restrictions for the time being attached to any class or classes of shares (at present there is only one class of shares), at meetings of Shareholders of the Company:

• (i) each Shareholder entitled to vote may vote in person or by proxy, attorney or representative;

• (ii) on a show of hands, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder; and

• (iii) on a poll, every person present who is a Shareholder or a proxy, attorney or representative of a Shareholder shall, in respect of each Share held by him, or in respect of which he is appointed a proxy, attorney or representative, have one vote for the Share, but in respect of partly paid shares, shall have such number of votes as bears the same proportion which the amount paid (not credited) is of the total amounts paid and payable (excluding amounts credited).

(c) Dividend rights

Subject to the rights of holders of shares issued with special, preferential or qualified rights (at present there are none), the Directors may determine that a dividend is payable, fix the amount and the time for payment of the dividend and authorise the payment of crediting of the dividend by the Company to, or at the direction of, each Shareholder entitled to that dividend.

(d) Rights on winding up

Subject to the rights of holders of shares with special rights in a winding up, on a winding up of the Company all assets that may be legally distributed

29

among members will be distributed in proportion to the number of shares held by them irrespective of the amount paid up or credited as paid up on the shares.

(e) Transfer of shares

Subject to the Constitution and to any restrictions attached to a member’s shares by a proper ASX Settlement Pty Limited transfer, a written transfer in any usual form or in any other form approved by the Directors, or any other electronic system established or recognised by the Listing Rules.

The Directors may decline to register a transfer of shares (other than by ASX Settlement Pty Limited transfer) where:

• (i) the Listing Rules or the settlement rules of ASX Settlement Pty Limited permit or require the Company to do so; or

• (ii) the transfer is in breach of the Listing Rules or any escrow agreement relating to restricted securities entered into by the Company under the Listing Rules.

(f) Future increases in capital

The allotment and issue of any shares is under the control of the Directors. Subject to the Listing Rules, the Corporations Act and any special rights conferred on the holder of any shares, the Directors may allot or otherwise dispose of shares, on such terms and conditions as they see fit.

(g) Variation of rights

Under the Corporations Act, the Company may, with the sanction of a special resolution passed at a meeting of Shareholders vary or abrogate the rights attaching to shares. If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of the issue of the shares in that class), whether or not the Company is being wound up may be varied or abrogated with the consent in writing of the holders of three quarters of the issued shares of that class, or if authorised by a special resolution passed at a separate meeting of the holders of the shares of that class.

5.2 Underwriting Agreement

• (a) The Lead Manager and Underwriter

Patersons have been appointed as Lead Manager and Underwriter to the Rights Issue in accordance with the Underwriting Agreement. The Rights Issue is fully underwritten (246,332,920 New Shares). Patersons is not a related party or a Shareholder of the Company.

In the event of a shortfall, the Directors are not aware of any reason why the Underwriter would not be in a position to meet its financial obligations to subscribe for the shortfall in accordance with the Underwriting Agreement.

(b) Terms of the Underwriting Agreement

The Underwriter will receive the following from the Company for lead managing and underwriting the Rights Issue:

30

• (i) An underwriting fee equal to 4% of the total gross amount raised in the Rights Issue. All sub-underwriting and selling fees to third parties will be met from this fee by the Underwriter;

• (ii) an issue management fee of 2.0 % of the total gross amount raised in the Rights Issue; and

• (iii) a corporate advisory fee of $60,000 for its services in managing the Rights Issue.

The Company will also be required to reimburse the Lead Manager and Underwriter for all of the reasonable costs incurred by the Lead Manager and Underwriter in relation to the Rights Issue.

Any amounts outstanding pursuant to invoices for fees, commission or expenses shall incur interest at a rate of 10% per annum and shall be calculated in arrears from the due date of payment of the outstanding amount.

The Underwriting Agreement contains a number of provisions ordinarily found in agreements for underwriting arrangements of this type, including that:

• (i) the Company and the Underwriter have given representations, warranties and undertakings in connection with (among other things) the conduct of the Rights Issue;

• (ii) the Underwriter may terminate the Underwriting Agreement by notice to the Company upon the occurrence of certain events, including:

• (A) at any time, either of the All Ordinaries Index or the Standard & Poors or ASX Small Resources Index is at a level that is 7.5% or more below its respective level at close of business on 15 August 2019;

• (B) the Shares of the Company close at a price that is lower than the Issue Price on any trading day;

• (C) the Rights Issue is withdrawn by the Company;

• (D) any of the material contracts or contracts described in this Prospectus (other than the Underwriting Agreement) is breached, not complied with according to its terms, terminated or substantially modified other than as disclosed in the Prospectus;

• (E) a new circumstance arises after the Prospectus is lodged that would have been required to be included in the Prospectus if it had arisen before lodgement and is in the reasonable opinion of the Underwriter that it is materially adverse from the point of view of an investor;

• (F) Official Quotation has not been granted by ASX for the New Shares or, having been granted, is subsequently withdrawn, withheld or qualified;

31

• (G) a "new circumstance" as referred to in section 719(1) of the Corporations Act arises that is materially adverse from the point of view of an investor, the Underwriter forms the view that a supplementary or replacement prospectus should be lodged and the Company fails to do so;

• (H) the Company lodges a supplementary or replacement prospectus without the prior written agreement of the Underwriter;

• (I) the Prospectus does not contain all of the information required by the Corporations Act;

• (J) the Prospectus contains misleading or deceptive statements or there is an omission from the Prospectus (having regard to the provisions of section 713 of the Corporations Act);

• (K) the Company is prevented from allotting the New Shares within the time required;

• (L) any person (other than the Underwriter) who has previously consented to be named in the Prospectus withdraws that consent;

• (M) an application is made by ASIC under a provision of the Corporations Act in relation to the Prospectus and that application has not been dismissed or withdrawn by 13 September 2019 (or such other date agreed in writing by the Company and the Underwriter);

• (N) the Takeovers Panel makes a declaration that circumstances in relation to the affairs of the Company are unacceptable circumstances or an application for such a declaration is made to the Takeovers Panel;

• (O) there is an outbreak of hostilities or a material escalation of hostilities after the date of the Underwriting Agreement involving one or more of Australia, New Zealand, Burkina Faso, Japan, Russia, the United Kingdom, the United States of America, North Korea, or the Peoples Republic of China, Israel or any member of the European Union, or a terrorist act is perpetrated on any of those countries or any diplomatic, military, commercial or political establishment of any of those countries anywhere in the world;

• (P) any authorisation which is material to anything referred to in the Prospectus is repealed, revoked or terminated or expires, or is modified or amended in a manner unacceptable to the Underwriter; and

• (Q) a Director or executive officer or senior manager of the Company is charged with an indictable offence;

• (iii) the Underwriter may also terminate the Underwriting Agreement in certain additional circumstances (specified in the Underwriting Agreement), if the events have or are likely to have a material adverse effect or could give rise to a liability of the Underwriter under the Corporations Act or otherwise; and

32

• (iv) the Company has (subject to certain limitations) agreed to indemnify the Underwriter, its officers, employees, agents and advisers against all losses suffered in connection with the Rights Issue.

(c) Sub-underwriting

The Underwriter has appointed sub-underwriters to subscribe for the Shortfall Shares up to the Underwritten Amount. The Underwriter has confirmed that each sub-underwriter will not, by its sub-underwriting, increase its relevant interest in the Shares to 20% or more.

The Underwriter is responsible for any fees that may be payable to subunderwriters.

5.3 Company is a disclosing entity

The Company is a disclosing entity under the Corporations Act. It is subject to regular reporting and disclosure obligations under both the Corporations Act and the Listing Rules. These obligations require the Company to notify ASX of information about specific events and matters as they arise for the purpose of ASX making the information available to the securities market conducted by ASX. In particular, the Company has an obligation under the Listing Rules (subject to certain limited exceptions), to notify ASX once it is, or becomes aware of information concerning the Company which a reasonable person would expect to have a material effect on the price or value of the Shares.

The Company is also required to prepare and lodge with ASIC yearly and half-yearly financial statements accompanied by a Directors' statement and report, and an audit review or report.

Copies of documents lodged with ASIC in relation to the Company may be obtained from, or inspected at, an ASIC office (see Section 5.4 below). Copies of all documents announced to the ASX can be found at www.asx.com.au under the code GMR.

5.4 Copies of documents

Copies of documents lodged by the Company in connection with its reporting and disclosure obligations may be obtained from, or inspected at, an office of ASIC. The Company will provide free of charge to any person who requests it during the period of the Rights Issue a copy of:

• (a) the Annual Report for the period ending 30 June 2018 lodged with ASX on 21 September 2018 ( Annual Financial Report );

• (b) the Half Yearly Report for the period ending 31 December 2018 lodged with ASX on 12 March 2019; and

• (c) the continuous disclosure notices given by the Company to notify ASX of information relating to the Company during the period from the date of lodgement of the Annual Financial Report referred to in Section 5.4(a) above until the date of this Prospectus:

33

Date Lodged	Subject of Announcement
13 August 2019	Trading Halt
5 August 2019	784 g/t Gold Bonanza Intercept at Kouri
2 August 2019	Reinstatement to Official Quotation
2 August 2019	Update on Federal Court Application
31 July 2019	Quarterly Activities and Cashflow Report to 30 June 2019
31 July 2019	Federal Court Application
24 July 2019	Form 604 Capital Drilling
23 July 2019	Appendix 3B Placement
23 July 2019	$0.5 million Share Placement
18 July 2019	Golden Rim further expands Kouri Gold Project
17 July 2019	Cleansing Prospectus and Court Application
17 July 2019	Appendix 3B Cleansing Prospectus
15 July 2019	Kouri Drilling Update
2 July 2019	Form 603 Pella Group
1 July 2019	Suspension from Official Quotation
1 July 2019	Pause in Trading
28 June 2019	Form 603 Golden Rim
28 June 2019	Cleansing Notice Lafi Transaction
28 June 2019	Golden Rim Quadruples Kouri Gold Project
28 June 2019	Appendix 3B Lafi Transaction
11 June 2019	Broad Zones of Gold Mineralisation Identified at Kouri
4 June 2019	Positive Start to Exploration on New Kouri Permits
24 May 2019	Ceasing to be a substantial holder
20 May 2019	Updated Investor Presentation
17 May 2019	Amendment to Announcement, Kouri Exploration Update
17 May 2019	Kouri Exploration Update
17 May 2019	Becoming a substantial holder

34

Date Lodged	Subject of Announcement
17 May 2019	Appendix 3B
15 May 2019	Change in substantial holding
9 May 2019	General Meeting Results
6 May 2019	Commencement of Major Drilling Program at Kouri
29 April 2019	Quarterly Activities Report
9 April 2019	Notice of General Meeting of Shareholders
27 March 2019	Execution of Agreement to Acquire Strike Extension
26 March 2019	Rig Mobilisation for Major Drilling Program Underway
12 March 2019	Half Year Report to 31 December 2018
12 March 2019	Cleansing Notice Tranche 1 Placement
11 March 2019	Appendix 3B Tranche 1 Placement
4 March 2019	Reinstatement to Official Quotation
4 March 2019	$2.25 million placement to advance Kouri Gold Project
4 March 2019	Voluntary suspension
4 March 2019	Suspension from official quotation
28 February 2019	Trading halt
28 February 2019	Pause in Trading
14 February 2019	Extension of Agreement to acquire permits adjacent to Kouri
12 February 2019	Investor Presentation – building on 1.4Moz of Gold
31 January 2019	Amendments to terms to acquire permits adjacent to Kouri
29 January 2019	Quarterly Activities Report
25 January 2019	Changes in substantial holding from ASL and GMR
24 January 2019	Cleansing notice
24 January 2019	Appendix 3B
16 January 2019	Bonanza Intercept of 4m at 44.7g/t Gold at Kouri
15 January 2019	10m at 4.1g/t Gold intersected at Red Hill
21 December 2018	Cleansing notice

35

Date Lodged	Subject of Announcement
21 December 2018	Appendix 3B
19 December 2018	Appendix 3Y – Mackay, Lamont, Davies
19 December 2018	Appendix 3B
14 December 2018	Gold intercepts indicate potential for sizeable discovery
11 December 2018	Acquisition of permits adjacent to 1.4Moz Kouri Resource
3 December 2018	1.4 million oz of Gold in upgraded Kouri Mineral Resource
29 November 2018	Golden Rim completes its Annual General Meeting
29 November 2018	AGM Chairman's address and Company Presentation
20 November 2018	RC Drilling Commences at Kouri
20 November 2018	Investor presentation
12 November 2018	High Grade Gold Unearthed at Kouri
1 November 2018	Changes in substantial holding
1 November 2018	Kouri exploration update – Significant work underway
30 October 2018	Quarterly Activities Report for period to 30 September 2018
29 October 2018	2018 Notice of Annual General Meeting
5 October 2018	Significant field work recommences at Kouri
21 September 2018	Appendix 4G and 2018 Corporate Governance Statement

The following documents are available for inspection throughout the period of the Rights Issue during normal business hours at the registered office of the Company:

• (a) this Prospectus;

• (b) the Constitution; and

• (c) the consents referred to in Section 5.12 and the consents provided by the Directors to the issue of this Prospectus.

5.5 Information excluded from continuous disclosure notices

Other than as set out below, there is no information which has been excluded from a continuous disclosure notice in accordance with the Listing Rules, and which is required to be set out in this Prospectus.

The Company has undertaken a drilling program at its flagship Kouri Gold Project, with the first results from the current program being released on 15 July 2019, and follow up results released on 5 August 2019. Further exploration results are anticipated to be released over the coming weeks as they are received.

36

5.6 Determination by ASIC

ASIC has not made a determination which would prevent the Company from relying on section 713 of the Corporations Act in issuing the Shares under this Prospectus.

5.7 Substantial Shareholders

As at the date of the Prospectus, the Company is aware of the following Shareholders (and their associates) holding an interest in 5% or more of the Shares on issue:

Substantial Shareholder	Shares	Voting power (%)
Capital Drilling (Mauritius) Ltd	111,923,000	14.47%
Golden Rim Resources Ltd (by virtue of shares being held in escrow)	71,130,936	9.20%
Westward Investments Limited	56,690,035	7.46%
Ausdrill Limited	49,692,522	6.43%

5.8 Directors' interests

(a) Security holdings

The relevant interest of each of the Directors in the Securities of the Company as at the date of this Prospectus, together with their Entitlement under the Rights Issue are set out below:

Name	Existing Securities	Existing Securities	Entitlement
	Shares	Options1	Shares
Glenister Lamont	428,746	2,944,2302	116,931
Craig Mackay	3,651,506	9,021,7943	995,865
Kathryn Davies	300,000	2,600,0004	81,818

Notes:

1. The key terms of the Options are set out in the notes to the table in Section 3.1.

2. Comprising:

3. (i) 200,000 Unlisted Class Q Options expiring on 28 November 2019;

4. (ii) 1,000,000 Unlisted Class S Options expiring on 21 December 2019;

5. (iii) 144,230 Unlisted Class ULOP10 Options expiring on 31 January 2019; and

6. (iv) 1,600,000 Unlisted Class U Options expiring on 19 December 2020.

7. Comprising:

8. (i) 400,000 Unlisted Class Q Options expiring on 28 November 2019;

9. (ii) 3,333,333 Unlisted Class S Options expiring on 21 December 2019;

37

(iii) 288,461 Unlisted Class ULOP10 Options expiring on 14 September 2020; and

• (iv) 5,000,000 Unlisted Class U Options expiring on 19 December 2020.

• Comprising:

• (i) 1,000,000 Unlisted Class S Options expiring on 21 December 2019; and

• (ii) 1,600,000 Unlisted Class U Options expiring on 19 December 2020.

As at the date of this Prospectus, most of the Directors have indicated their intentions to take up all or part of their Entitlement in the Rights Issue.

(b) Remuneration of Directors

The Constitution provides that the Directors may be paid for their services as Directors a sum not exceeding such fixed sum per annum as may be determined by the Directors prior to the first annual general meeting of the Company, to be divided among themselves as agreed, and in default of agreement then in equal shares. The maximum aggregate amount of fees available to be paid to Directors is currently set at $300,000 per annum.

A Director may also be paid fees or other amounts as the Directors determine where a Director performs special duties or otherwise performs services outside the scope of the ordinary duties of a Director. A Director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties.

Current and former Directors received the following remuneration for the preceding two financial years:

Director	FY	Salary, fees & leave $	Super- annuation $	Share-based payments $	TOTAL $
Glenister Lamont	2019	63,927	6,073	6,560	76,560
	2018	63,927	6,073	26,358	96,358
Craig Mackay	2019	297,218	20,531	20,500	338,249
	2018	292,534	20,049	87,860	400,443
Kathryn Davies	2019	45,662	4,338	6,560	56,560
	2018	45,662	4,338	26,358	76,358
Rick	2019	-	-	-	-
Crabb1	2018	17,641	3,193	26,358	47,192

Notes

1. Rick Crabb resigned on 29 November 2017.

38

(c) Other Director interests

Except as disclosed in this Prospectus, no Director and no firm in which a Director or proposed director is a partner:

• (i) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Shares offered under this Prospectus or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Shares offered under this Prospectus; or

• (ii) has been paid or given or will be paid or given any amount or benefit to induce him or her to become, or to qualify as, a Director, or otherwise for services rendered by him or her in connection with the formation or promotion of the Company or the Shares offered under this Prospectus.

5.9 Related party transactions

There are no related party transactions involved in the Rights Issue.

5.10 Interests of other persons

Except as disclosed in this Prospectus, no expert, promoter or other person named in this Prospectus as performing a function in a professional, advisory or other capacity:

• (a) has any interest nor has had any interest in the last two years prior to the date of this Prospectus in the formation or promotion of the Company, the Rights Issue or property acquired or proposed to be acquired by the Company in connection with its formation or promotion or the Rights Issue; or

• (b) has been paid or given or will be paid or given any amount or benefit in connection with the formation or promotion of the Company or the Rights Issue.

The Underwriter will receive fees for lead manager and underwriting services in connection with the Rights Issue as set out in Section 5.2.

Bellanhouse Lawyers will be paid approximately $10,000 (plus GST) in fees for legal services in connection with the Rights Issue.

5.11 Expenses of the Rights Issue

Estimated cash expenses of the Rights Issue	Fully Subscribed $
ASIC lodgement fee	3,206
ASX quotation fee	11,992
Underwriting and lead management fees	376,200
Legal expenses	10,000

39

Estimated cash expenses of the Rights Issue	Fully Subscribed $
Printing, mailing and other expenses	16,767
TOTAL	418,165

5.12 Consents

Chapter 6D of the Corporations Act imposes a liability regime on the Company (as the offeror of Shares under this Prospectus), the Directors, any persons named in the Prospectus with their consent having made a statement in the Prospectus and persons involved in a contravention in relation to the Prospectus, with regard to misleading and deceptive statements made in the Prospectus. Although the Company bears primary responsibility for the Prospectus, the other parties involved in the preparation of the Prospectus can also be responsible for certain statements made in it.

Each of the parties referred to in this Section:

• (a) does not make, or purport to make, any statement in this Prospectus other than those referred to in this Section; and

• (b) in light of the above, only to the maximum extent permitted by law, expressly disclaim and take no responsibility for any part of this Prospectus other than a reference to its name and a statement included in this Prospectus with the consent of that party as specified in this Section.

Patersons has been appointed as Lead Manager and Underwriter by the Company in relation to the Rights Issue and has given its written consent to being named in this Prospectus.

Bellanhouse Lawyers has given its written consent to being named as the solicitors to the Company in this Prospectus.

40

6. Authorisation

This Prospectus is authorised by each of the Directors of the Company.

This Prospectus is signed for and on behalf of Company by:

==> picture [130 x 60] intentionally omitted <==

_______ Craig Mackay Managing Director Golden Rim Resources Ltd

Dated: 15 August 2019

41

7. Glossary of Terms

These definitions are provided to assist persons in understanding some of the expressions used in this Prospectus.

$ means Australian dollars.

AEST means Australian Eastern Standard Time, being the time in Sydney, New South Wales, Australia.

Additional New Shares means additional Shares applied for by Eligible Shareholders in excess of their Entitlement.

Applicant means a person who submits an Entitlement and Acceptance Form.

Application means a valid application for New Shares made on an Entitlement and

Acceptance Form.

Application Monies means the amount of money in dollars and cents payable for New Shares at $0.014 per New Share pursuant to the Rights Issue.

ASIC means Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691 and where the context permits the Australian Securities Exchange operated by ASX Limited.

ASX Settlement means ASX Settlement Pty Ltd (ACN 008 504 532).

ASX Settlement Operating Rules means the settlement rules of ASX Settlement.

Board means the Directors meeting as a board.

Business Day means Monday to Friday inclusive, other than a day that ASX declares is not a business day.

CHESS means ASX Clearing House Electronic Subregister System.

Closing Date means 11 September 2019.

Company means Golden Rim Resources Ltd (ACN 006 710 774).

Constitution means the constitution of the Company as at the date of this Prospectus.

Corporations Act means Corporations Act 2001 (Cth).

Directors mean the directors of the Company as at the date of this Prospectus.

Eligible Shareholder means a person registered as the holder of Shares on the Record Date whose registered address is in Australia, New Zealand, Guernsey, Hong Kong, Mauritius or the United Kingdom.

Entitlement means the number of Shares for which an Eligible Shareholder is entitled to subscribe under the Rights Issue, being three (3) New Shares for every eleven (11) existing Shares held on the Record Date.

42

Entitlement and Acceptance Form means the entitlement and acceptance form sent with this Prospectus that sets out the Entitlement of Shareholders to subscribe for New Shares pursuant to the Rights Issue.

FSMA means Financial Services and Markets Act 2000.

Ineligible Foreign Shareholder means a person registered as the holder of Shares as at 5:00pm (AEST) on the Record Date who is not an Eligible Shareholder.

Issue Price means $0.014.

Issuer Sponsored means Securities issued by an issuer that are held in uncertified form without the holder entering into a sponsorship agreement with a broker or without the holder being admitted as an institutional participant in CHESS.

Lead Manager means Patersons.

Listing Rules means the official listing rules of ASX and any other rules of ASX which are applicable while any Securities are admitted to the Official List, each as amended or replaced from time to time, except to the extent of any express written waiver by ASX.

New Share means a Share issued pursuant to the Rights Issue.

Official List means the official list of ASX.

Official Quotation means quotation of Securities on the Official List.

Opening Date means 28 August 2019.

Option means an option to acquire a Share.

Patersons means Patersons Securities Limited (ACN 008 896 311) AFSL No. 239 052.

Placement has the meaning given in Section 1.1.

Placement Shares means 130,000,000 Shares to be issued prior to the Record Date to institutional, sophisticated and professional investors to raise approximately $1.82 million (before costs).

Prospectus means this prospectus dated 15 August 2019.

Record Date means 5:00pm (AEST) on the date identified in the proposed indicative timetable.

Rights Issue means the offer under this Prospectus of New Shares to Eligible Shareholders in accordance with their Entitlements.

Section means a section of this Prospectus.

Securities means any securities, including Shares or Options issued or granted by the Company.

Share means an ordinary fully paid share in the capital of the Company.

Share Registry means Link Market Services Limited (ACN 083 214 537).

Shareholder means a holder of Shares.

43

Shortfall Shares means New Shares not subscribed for under the Rights Issue or offer of Additional New Shares.

Takeovers Panel means the body called the Takeovers Panel continuing in existence under section 261 of the Australian Securities and Investments Commission Act 2001 (Cth) and given various powers under Part 6.10 of the Corporations Act.

Underwriter means Patersons.

Underwriting Agreement means the agreement dated 15 August 2019 between the Company and the Underwriter.

Underwritten Amount means circa $3.45 million (246,332,920 Shares).

VWAP means volume weighted average price.

44