ASARA RESOURCES LIMITED — Capital/Financing Update 2022

Dec 8, 2022

Proposed issue of securities

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Announcement Summary

Entity name

GOLDEN RIM RESOURCES LTD

Announcement Type

New announcement

Date of this announcement

9/12/2022

The Proposed issue is:

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A standard pro rata issue (including non-renounceable or renounceable) A placement or other type of issue

Total number of +securities proposed to be issued for a standard pro rata issue (including non-renounceable or renounceable)

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
GMR	ORDINARY FULLY PAID	196,195,872

Ex date

16/12/2022

+Record date

19/12/2022

Offer closing date

13/1/2023

Issue date

20/1/2023

Total number of +securities proposed to be issued for a placement or other type of issue

		Maximum Number of
ASX +security code	+Security description	+securities to be issued
GMR	ORDINARY FULLY PAID	81,478,348

Proposed +issue date

16/12/2022

Refer to next page for full details of the announcement

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Part 1 - Entity and announcement details

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1.1 Name of +Entity

GOLDEN RIM RESOURCES LTD

We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in Appendix 3B of the ASX Listing Rules.

If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX an Appendix 2A online form notifying ASX of their issue and applying for their quotation).

1.2 Registered Number Type

ABN

Registration Number

39006710774

1.3 ASX issuer code

GMR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

9/12/2022

1.6 The Proposed issue is:

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A standard +pro rata issue (non-renounceable or renounceable) A placement or other type of issue

1.6a The proposed standard +pro rata issue is:

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• Non-renounceable

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Part 3 - Details of proposed entitlement offer issue

Part 3A - Conditions

3A.1 Do any external approvals need to be obtained or other conditions satisfied before the entitlement offer can proceed on an unconditional basis? No

Part 3B - Offer details

Class or classes of +securities that will participate in the proposed issue and class or classes of +securities proposed to be issued

ASX +security code and description

GMR : ORDINARY FULLY PAID

Is the proposed security a 'New class' (+securities in a class that is not yet quoted or recorded by ASX) or an 'Existing class' (additional securities in a class that is already quoted or recorded by ASX)? Existing class

Will the proposed issue of this If the entity has quoted company +security include an offer of options, do the terms entitle option attaching +securities? holders to participate on exercise? No No

Details of +securities proposed to be issued

ASX +security code and description GMR : ORDINARY FULLY PAID

ISIN Code (if Issuer is a foreign company and +securities are non CDIs)

ISIN Code for the entitlement or right to participate in a non-renounceable issue (if Issuer is foreign company and +securities are non CDIs)

Offer ratio (ratio to existing holdings at which the proposed +securities will be issued)

The quantity of additional +securities For a given quantity of +securities to be issued held

1 2

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What will be done with fractional Maximum number of +securities entitlements? proposed to be issued (subject to rounding) Fractions rounded up to the next 196,195,872 whole number

Offer price details for retail security holders

In what currency will the offer be made? AUD - Australian Dollar

What is the offer price per +security for the retail offer? AUD 0.03000

Oversubscription & Scale back details

Will individual +security holders be permitted to apply for more than their entitlement (i.e. to over-subscribe)?

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Yes

Describe the limits on over-subscription

A Shortfall Facility up to $500,000 will allow Eligible Shareholders that have fully subscribed for their Entitlements under the Entitlement Offer to subscribe for additional New Shares. The Company will allocate any Additional New Shares applied for through the Shortfall Facility, subject to the absolute discretion of the Directors and prioritise shareholders who do not hold a marketable parcel on the record date and to the extent required for those shareholders to hold a marketable parcel.

Will a scale back be applied if the offer is over-subscribed?

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Yes

Describe the scale back arrangements

The Company may scale-back any application for Additional New Shares in its absolute discretion

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class?

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Yes

Part 3C - Timetable

3C.1 +Record date

19/12/2022

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3C.2 Ex date

16/12/2022

3C.4 Record date

19/12/2022

3C.5 Date on which offer documents will be sent to +security holders entitled to participate in the +pro rata issue

22/12/2022

3C.6 Offer closing date

13/1/2023

3C.7 Last day to extend the offer closing date

10/1/2023

3C.9 Trading in new +securities commences on a deferred settlement basis

16/1/2023

3C.11 +Issue date and last day for entity to announce results of +pro rata issue

20/1/2023

3C.12 Date trading starts on a normal T+2 basis

23/1/2023

3C.13 First settlement date of trades conducted on a +deferred settlement basis and on a normal T+2 basis

25/1/2023

Part 3E - Fees and expenses

3E.1 Will there be a lead manager or broker to the proposed offer? Yes

3E.1a Who is the lead manager/broker?

Argonaut Securities Pty Ltd and Canaccord Genuity (Australia) Limited (Joint Lead Managers).

3E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker?

The Joint Lead Managers will receive:

(a) a management fee of 2% of the Gross Proceeds (Management Fee); and (b) a selling fee of 4% of the Gross Proceeds (Selling Fee) in relation to the Placement and Entitlement Offer.

3E.2 Is the proposed offer to be underwritten? No

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3E.3 Will brokers who lodge acceptances or renunciations on behalf of eligible +security holders be paid a handling fee or commission? No

3E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed offer Legal and Share Registry expenses in relation to the Placement and Entitlement Offer. Part 3F - Further Information

3F.1 The purpose(s) for which the entity intends to use the cash raised by the proposed issue Funds from the Capital Raising will be utilised towards exploration drilling and work programs at the Company's flagship Kada Gold Project in eastern Guinea and general working capital. 3F.2 Will holdings on different registers or subregisters be aggregated for the purposes of determining entitlements to the issue? No

3F.3 Will the entity be changing its dividend/distribution policy if the proposed issue is successful? No 3F.4 Countries in which the entity has +security holders who will not be eligible to participate in the proposed issue All countries except Australia, New Zealand, Mauritius, Hong Kong, Singapore, the Bahamas and the United Kingdom.

3F.5 Will the offer be made to eligible beneficiaries on whose behalf eligible nominees or custodians hold existing +securities Yes

3F.5a Please provide further details of the offer to eligible beneficiaries

The Offer will only be extended to security holders with a registered address in Australia, New Zealand, Hong Kong, Mauritius, Singapore, the United Kingdom and the Bahamas.

3F.6 URL on the entity's website where investors can download information about the proposed issue

https://goldenrim.com.au/asx-announcements/

3F.7 Any other information the entity wishes to provide about the proposed issue

3F.8 Will the offer of rights under the rights issue be made under a disclosure document or product disclosure statement under Chapter 6D or Part 7.9 of the Corporations Act (as applicable)? No

3F.9 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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Part 7 - Details of proposed placement or other issue

Part 7A - Conditions

7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other type of issue can proceed on an unconditional basis? No

Part 7B - Issue details

Is the proposed security a 'New Will the proposed issue of this class' (+securities in a class that is +security include an offer of not yet quoted or recorded by ASX) attaching +securities? or an 'Existing class' (additional No securities in a class that is already quoted or recorded by ASX)? Existing class

Details of +securities proposed to be issued

ASX +security code and description GMR : ORDINARY FULLY PAID Number of +securities proposed to be issued 81,478,348 Offer price details Are the +securities proposed to be issued being issued for a cash consideration? Yes In what currency is the cash What is the issue price per consideration being paid? +security? AUD - Australian Dollar AUD 0.03000

Will these +securities rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

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Part 7C - Timetable

7C.1 Proposed +issue date

16/12/2022

Part 7D - Listing Rule requirements

7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1? No

7D.1b Are any of the +securities proposed to be issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

7D.1b ( i ) How many +securities are proposed to be issued without security holder approval using the entity's 15% placement capacity under listing rule 7.1?

47087009

7D.1c Are any of the +securities proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? Yes

7D.1c ( i ) How many +securities are proposed to be issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A?

31391339

7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue? Yes

7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules? No

7D.4 Will any of the +securities to be issued be subject to +voluntary escrow? No

Part 7E - Fees and expenses

7E.1 Will there be a lead manager or broker to the proposed issue? Yes

7E.1a Who is the lead manager/broker?

Argonaut Securities Pty Ltd and Canaccord Genuity (Australia) Limited (Joint Lead Managers)

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7E.1b What fee, commission or other consideration is payable to them for acting as lead manager/broker? The Joint Lead Managers will receive: (a) a management fee of 2% of the Gross Proceeds (Management Fee); and (b) a selling fee of 4% of the Gross Proceeds (Selling Fee) in relation to the Placement and Entitlement Offer.

7E.2 Is the proposed issue to be underwritten? No

7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue Legal and Share Registry expenses in relation to the Placement and Entitlement Offer

Part 7F - Further Information

7F.01 The purpose(s) for which the entity is issuing the securities

Funds from the Capital Raising will be utilised towards exploration drilling and work programs at the Company's flagship Kada Gold Project in eastern Guinea and general working capital.

7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds? No

7F.2 Any other information the entity wishes to provide about the proposed issue

7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of: The publication of a cleansing notice under section 708A(5), 708AA(2)(f), 1012DA(5) or 1012DAA(2)(f)

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