ASARA RESOURCES LIMITED — Capital/Financing Update 2019

Mar 26, 2019

ASX/Media Announcement 27 March 2019

Execution of Share Purchase Agreement to Acquire Strike Extension to 1.4Moz Gold Kouri Mineral Resource

Highlights:

• Share Purchase Agreement to acquire two exploration permits, Goueli and Margou, located adjacent to the Company’s Kouri Gold Project ( Kouri ) has been executed.

• Golden Rim’s 1.4Moz gold Mineral Resource at Kouri extends directly to the northeast into the new permits, providing significant potential to expand the existing resource base.

• Acquisition will provide a fourfold increase in the permit area of Kouri to 245km[2] and increase the Company’s control over the highly prospective Samira Hill Shear Zone from 16km to 40km.

• Completion of the acquisition will result in the Pella Group, who has a strong track record in exploration and development in Africa and investments in resource assets in 16 African countries, becoming a significant shareholder in Golden Rim.

Emerging West African gold developer, Golden Rim Resources Ltd (ASX:GMR; Golden Rim, Company ), is pleased to announce it has executed the Share Purchase Agreement ( SPA ) to acquire two exploration permits, Goueli and Margou, that adjoin the Company’s 100% owned Kouri Gold Project ( Kouri ) in Burkina Faso (Figure 1), through the acquisition of Lafi Gold Limited ( Lafi Gold ) (a company in the Pella Group of companies ( Pella Group )) and Nemaro Gold SARL ( Nemaro ).

The Goueli and Margou permits are adjacent to the eastern boundary of the Kouri permit, where the Company has delineated a 1.4Moz gold Mineral Resource. The mineralisation at Kouri appears to extend into to the Goueli and Margou permits providing significant potential to further increase the Mineral Resource (Photograph 1, Figure 2).

Golden Rim’s Managing Director, Craig Mackay, said he was pleased the SPA has now been signed.

“We are excited about moving towards completion of the acquisition as the Goueli and Margou permits will provide a further 24km of highly gold prospective shear zone for us to explore for additional gold resources.

We look forward to working with the Pella Group who are considered mining veterans in Africa.

Golden Rim Resources Ltd I ABN 39 006 710 774 I Level 2, 609 Canterbury Road, Surrey HillsVIC3127, Australia I PO Box 124, Surrey Hills VIC 3127, Australia www.goldenrim.com.au I info@goldenrim.com.au I T + 61 3 9836 4146

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Following completion of the acquisition, we expect to hit the ground running with RC drilling directly along strike from the 1.4Moz Mineral Resource and into the new permits, as well as trenching at the newly identified Granite Target, which is also in the new permit area.”

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Photograph 1. Standing on the eastern boundary of the Kouri permit (and the eastern boundary of the 1.4Moz Mineral Resource) and looking NE into the Goueli and Margou permits (broad zone of artisanal workings in the foreground and temporary artisanal village in background).

Details of the Share Purchase Agreement

The SPA is the definitive agreement that was contemplated by, and now replaces, the Heads of Agreement announced to the ASX on 11 December 2018 and 31 January 2019.

The key terms of the SPA are consistent with the terms of the Heads of Agreement as previously announced except that the percentage threshold at which the right of the Pella Group (the largest shareholder of Lafi Gold via Westward Investments Limited) to nominate a representative to the Board of Golden Rim will cease is if Westward Investments Limited, Talon Management Limited, Sommer Consulting Limited and Uvumbuzi Resources Limited (together with their related parties) cease to hold in aggregate at least 9% of the issued voting share capital of the Company during the first year following completion under the SPA ( Year 1) and 10% of the issued voting share capital of the Company at any time after Year 1.

The other key terms of the SPA are:

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• In consideration for the acquisition of Lafi Gold, Golden Rim will issue 71,130,938 fully paid ordinary shares ( Consideration Shares ) to the Lafi Gold sellers. The Consideration Shares will be voluntarily escrowed as previously announced.

• In consideration for 15% of the issued capital of Nemaro held by Nicolas de Lesguern ( NDL ) ( Nemaro Shares Golden Rim will pay NDL USD91,535.

• Golden Rim has agreed to pay any duty assessable in respect of the sale and purchase of the Lafi Gold shares and/or the Nemaro Shares and has separately agreed to pay any Burkina Faso capital gains tax payable up to a maximum amount of USD100,000. Under Burkina Faso law, the payment of any capital gains tax is triggered by execution of the SPA and accordingly, Golden Rim may be required to pay capital gains tax in advance of completion under the SPA.

• Material conditions precedent to completion include:

• (a) The transfer of the Goueli permit to Nemaro and Nemaro being the sole legal and beneficial holder of the Goueli and Margou permits.

• (b) Golden Rim completing all legal, financial, technical, taxation and commercial due diligence concerning Lafi Gold and its business assets and liabilities to its satisfaction in its sole and absolute discretion.

• (c) Golden Rim being satisfied in its sole and absolute discretion with the contents of any permitted addendum to the disclosure letter as permitted by the SPA.

• (d) Golden Rim shareholders have approved the issue of the Consideration Shares to the Lafi Gold sellers for the purposes of ASX Listing Rule 7.1.

• (e) The receipt of Golden Rim Board approval for the transaction and the grant of all necessary consents and approvals for the transactions contemplated by the SPA.

• (f) There being no material adverse change to the Goueli or Margou permits, or the assets or liabilities of Lafi Gold or Nemaro between the date of the SPA and completion.

• (g) The Goueli and Margou permits being in full force and effect and not liable to cancellation, forfeiture, appropriation, non-renewal or non-grant for any reason at completion.

• Golden Rim has also agreed subject to shareholder approval and to completion taking place under the SPA, to grant NDL an option to acquire 7,903,437 Shares at an exercise price of $0.016 per Share for a period of six months following completion under the SPA ( NDL Option ). The exercise of the NDL Option will be subject to NDL complying with the Burkina Faso regulations. If the NDL Option is exercised, and the Shares are issued, the Shares will be subject to escrow for six months following their issue.

• Completion will take place 5 business days after all conditions have been satisfied or waived (if capable of waiver) or on such other date as may be agreed by the parties.

The SPA otherwise contains all provisions customary and reasonable for a transaction of this nature (including representations, warranties and indemnities by the Lafi Gold sellers and NDL, subject to customary and reasonable limitations).

-ENDS-

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For Further Information Please Contact:

Golden Rim Resources

Media and Broker Enquiries

Craig Mackay Andrew Rowell Managing Director Director – Investor Relations Golden Rim Resources Cannings Purple +61 3 9836 4146 +61 400 466 226 craig@goldenrim.com.au arowell@canningspurple.com.au

About Golden Rim Resources

Emerging West African gold developer, Golden Rim Resources Limited (ASX: GMR), is focused on the discovery and development of gold projects in West Africa.

With a decade of experience working in Burkina Faso, the Company is well placed to turn discoveries into real value for shareholders.

The Kouri Gold Project, located in north-east Burkina Faso, contains over 1.4Moz in defined Mineral Resources, with significant upside potential to grow.

Kouri is traversed by a significant NE-trending fault splay that is connected to the major Markoye Fault system. This fault system controls a number of major gold deposits in Burkina Faso, including Kiaka (5.9 Moz gold), Bomboré (5.2 Moz gold), Essakane (7 Moz gold) and Sanbrado (2.8 Moz gold). The mineralised fault system extends into western Niger where the 2.5 Moz Samira Hill is located.

For more information: www.goldenrim.com.au

Competent Persons Statement

The information in this report relating to previous exploration results and Mineral Resources are extracted from the announcements 1.4 Million Oz of Gold in Upgraded Kouri Mineral Resource dated 3 December 2018; and Acquisition of Permits Adjacent to 1.4Moz Kouri Resource dated 11 December 2018 and has been reported in accordance with the 2012 edition of the JORC Code. These announcements are available on the Company’s website (www.goldenrim.com.au). The Company confirms that it is not aware of any new information or data that materially affects the information included in these announcements.

Forward Looking Statements

Certain statements in this document are or maybe “forward-looking statements” and represent Golden Rim’s intentions, projections, expectations or beliefs concerning among other things, future exploration activities. The projections, estimates and beliefs contained in such forward looking statements necessarily involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of Golden Rim, and which may cause Golden Rim’s actual performance in future periods to differ materially from any express or implied estimates or projections. Nothing in this document is a promise or representation as to the future. Statements or assumptions in this document as to future matters may prove to be incorrect and differences may be material. Golden Rim does not make any representation or warranty as to the accuracy of such statements or assumptions.

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Figure 1. Magnetic image (analytical signal) showing the Kouri (green), Goueli (purple) and Margou (blue) permits and target areas

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Figure 2. Mineral Resource strike target area within the Goueli and Margou permits

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