ASARA RESOURCES LIMITED — Proxy Solicitation & Information Statement 2010

Jan 12, 2010

==> picture [595 x 171] intentionally omitted <==

13 January 2010

Companies Announcement Office Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000

By e-lodgement

Dear Sir/Madam

NOTICE OF GENERAL MEETING

Please find attached a Notice of General Meeting which was mailed to shareholders today.

If you have any queries, please contact us.

Yours faithfully

GOLDEN RIM RESOURCES LTD

==> picture [125 x 77] intentionally omitted <==

HAYLEY BUTCHER Assistant Company Secretary

Golden Rim Resources Ltd I ABN 39 006 710 774 I Level 2, 10 Outram Street, West Perth WA 6005, Australia I T + 61 8 9481 5758 I F + 61 8 9481 5759

==> picture [224 x 124] intentionally omitted <==

Golden Rim Resources Ltd

ABN 39 006 710 774

Notice of General Meeting and Explanatory Memorandum to Shareholders

Date of Meeting: Tuesday, 16 February 2010 Time of Meeting: 10.00 am WST Place of Meeting: Level 2 10 Outram Street WEST PERTH WA 6000

A Proxy Form is enclosed Please read this Notice and Explanatory Memorandum carefully. If you are unable to attend the General Meeting please complete and return the enclosed Proxy Form in accordance with the specified directions.

GOLDEN RIM RESOURCES LTD

ABN 39 006 710 774

Notice of General Meeting

Notice is hereby given that the General Meeting of shareholders of Golden Rim Resources Ltd ABN 39 006 710 774 ( Company ) will be held at 10.00 am WST on Tuesday, 16 February 2010 at Level 2, 10 Outram Street, West Perth, Western Australia for the purpose of transacting the following business referred to in this Notice of General Meeting.

Agenda

Items of Business

1. Resolution 1 – Ratification of allotment and issue of Shares

To consider and, if thought fit to pass the following resolution as an ordinary resolution :

“That, for the purpose of Listing Rule 7.4 and for all other purposes, the Company ratify the allotment and issue of 33,750,000 Shares (at an issue price of $0.13 each) on 30 November 2009 to the parties and otherwise on the terms and conditions set out in the Explanatory Memorandum.”

The Company will disregard any votes cast on Resolution 1 by any person who participated in the issue the subject of Resolution 1 and any person associated with those persons. However, the Company need not disregard a vote if the vote is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or the vote is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

2. Resolution 2 – Proposed Issue of Shares to PAL Technology Services LLC

To consider and, if thought fit, to pass the following resolution as an ordinary resolution

"That, for the purpose of Listing Rule 7.1 and for all other purposes, the Company approves and authorise the Directors to allot and issue up to 8,200,000 Shares at an issue price of 13 cents per Share to PAL Technology Services LLC and otherwise on the terms and conditions set out in the Explanatory Memorandum accompanying this Notice of Meeting."

The Company will disregard any votes cast on Resolution 2 by any person who may participate in the proposed issue and a person who might obtain a benefit, except a benefit solely in the capacity of a security holder if the resolution is passed and any person associated with those persons. However, the Company need not disregard a vote if it is cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it is cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

Page | 1

Other Business

To deal with any other business which may be brought forward in accordance with the Constitution and the Corporations Act.

By order of the Board

GOLDEN RIM RESOURCES LTD

==> picture [131 x 36] intentionally omitted <==

Gilbert Rodgers Company Secretary

Dated: 8 January 2010

Page | 2

How to Vote

Shareholders can vote by either:

• attending the meeting and voting in person or by attorney or, in the case of corporate shareholders, by appointing a corporate representative to attend and vote; or

• appointing a proxy to attend and vote on their behalf using the proxy form accompanying this Notice of Meeting and by submitting their proxy appointment and voting instructions in person, by post, or by facsimile.

Voting in person (or by attorney)

Shareholders, or their attorneys, who plan to attend the meeting are asked to arrive at the venue 15 minutes prior to the time designated for the meeting, if possible, so that their holding may be checked against the Company's share register and attendance recorded. Attorneys should bring with them an original or certified copy of the power of attorney under which they have been authorised to attend and vote at the meeting.

Voting by a Corporation

A shareholder that is a corporation may appoint an individual to act as its representative and vote in person at the meeting. The appointment must comply with the requirements of section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment, including any authority under which it is signed.

Voting by proxy

• A shareholder entitled to attend and vote is entitled to appoint not more than two proxies. Each proxy will have the right to vote on a poll and also to speak at the meeting.

• The appointment of the proxy may specify the proportion or the number of votes that the proxy may exercise. Where more than one proxy is appointed and the appointment does not specify the proportion or number of the shareholder's votes each proxy may exercise, the votes will be divided equally among the proxies (i.e. where there are two proxies, each proxy may exercise half of the votes).

• A proxy need not be a shareholder.

• The proxy can be either an individual or a body corporate.

• If a proxy is not directed how to vote on an item of business, the proxy may vote, or abstain from voting, as they think fit.

• Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

• If a proxy is instructed to abstain from voting on an item of business, they are directed not to vote on the shareholder's behalf on the poll and the shares that are the subject of the proxy appointment will not be counted in calculating the required majority.

• Shareholders who return their proxy forms with a direction how to vote but do not nominate the identity of their proxy will be taken to have appointed the Chairman of the meeting as their proxy to vote on their behalf. If a proxy form is returned but the nominated proxy does not attend the meeting, the Chairman of the meeting will act in place of the nominated proxy and vote in accordance with any instructions. Proxy appointments in favour of the Chairman of the meeting, the secretary or any Director that do not contain a direction how to vote will be used where possible to support each of the resolutions proposed in this Notice.

• To be effective, proxies must be lodged 48 hours prior to the commencement of the General Meeting. Proxies lodged after this time will be invalid.

• Proxies may be lodged using any of the following methods:

• by returning a completed proxy form in person or by post using the pre-addressed envelope provided with this Notice to:

Delivery: Golden Rim Resources Ltd Post: Golden Rim Resources Ltd Level 2 PO Box 378 10 Outram Street, WEST PERTH WA 6872 WEST PERTH WA 6005 AUSTRALIA AUSTRALIA

• by faxing a completed proxy form to +61 8 9481 5759.

The proxy form must be signed by the shareholder or the shareholder's attorney. Proxies given by corporations must be executed in accordance with the Corporations Act. Where the appointment of a proxy is signed by the appointer's attorney, a certified copy of the power of attorney, or the power itself, must be received by the Company at the above address, or by facsimile, and 48 hours prior to the commencement of the General Meeting. If facsimile transmission is used, the power of attorney must be certified.

Shareholders who are entitled to vote

In accordance with Regulations 7.11.37 and 7.11.38 of the Corporations Regulations 2001, the Board has determined that a person's entitlement to vote at the General Meeting will be the entitlement of that person set out in the Register of shareholders 48 hours prior to the General Meeting.

Page | 3

GOLDEN RIM RESOURCES LTD

ABN 39 006 710 774

Explanatory Memorandum

This Explanatory Memorandum is intended to provide shareholders with sufficient information to assess the merits of the Resolutions contained in the accompanying Notice of General Meeting of Golden Rim Resources Ltd ( Company ).

Certain abbreviations and other defined terms are used throughout this Explanatory Memorandum. Defined terms are generally identifiable by the use of an upper case first letter. Details of the definitions and abbreviations are set out in the Glossary.

RESOLUTION 1 – RATIFICATION OF ISSUE OF SHARES

As announced on 30 November 2009, the Company made a placement of 33,750,000 Shares at an issue price of $0.13 per Share to a number of institutional and sophisticated investor clients of DJ Carmichael & Co Pty Ltd and Patersons Securities Limited. The placement of the Shares raised $4,387,500.

Listing Rule 7.4 permits the ratification of pervious issues of securities made without prior shareholder approval, provided the issue did not breach the 15% threshold in Listing Rule 7.1. The effect of such ratification is to restore a company's maximum discretionary power to issue further shares up to 15% of the issued capital of the company without requiring shareholder approval.

Pursuant to Resolution 1, shareholder ratification is sought under Listing Rule 7.4 for the issue of Shares that was made on 30 November 2009 in order to restore the right of the Company to issue further Shares within the 15% limit during the next 12 months.

The following information in relation to the Shares is provided to shareholders for the purposes of Listing Rule 7.5:

• (a) 33,750,000 Shares were allotted and issued;

• (b) the Shares were issued at an issue price of $0.13 each;

• (c) the Shares issued were fully paid ordinary shares in the capital of the Company and rank equally in all respects with the existing fully paid ordinary shares on issue;

• (d) the Shares were issued to sophisticated and institutional investors who were clients of DJ Carmichael & Co Pty Ltd and Patersons Securities Limited, The allottees were unrelated parties of the Company; and

• (e) funds raised from the issue were used for: (i) to partially fund the completion of drilling programs at the Company's projects in Mali and also to fund the Company's portion of expenditure obligations under the Bergslagen Joint Venture pertaining to projects in Sweden; (ii) to potentially acquire new projects; and (iii) additional working capital.

RESOLUTION 2 - PROPOSED ISSUE OF SHARES TO PAL TECHNOLOGY SERVICES LLC

Resolution 2 seeks shareholder approval to the issue of up to 8,200,000 Shares (at an issue price of $0.13 per Share), to PAL Technology Services LLC to raise $1,066,000.

Listing Rule 7.1

Listing Rule 7.1 requires shareholder approval to the proposed issue of securities in the Company. Listing Rule 7.1 broadly provides, subject to certain exceptions, that shareholder approval is required for any issue of securities by a listed company, where the securities proposed to be issued represent more than 15% of the Company's securities then on issue.

The Shares to be issued will not exceed the 15% threshold, but approval under Listing Rule 7.1 is sought in order for the Company to preserve its 15% placement capacity.

Page | 4

In compliance with Listing Rule 7.3, shareholders are advised as follows in relation to the Shares proposed to be issued:

• (a) the maximum number of Shares to be issued is 8,200,000 Shares;

• (b) the Company will allot and issue the Shares no later than 3 months after the date of the Meeting, unless otherwise extended by way of ASX granting a waiver to the Listing Rules;

• (c) the Shares will be allotted and issued on one date;

• (d) the Shares will each be allotted at an issue price of 13 cents each;

• (e) the terms and conditions of the Shares to be allotted will be the same, in all respects, as the existing issued ordinary fully paid shares in the capital of the Company on issue at the time of the allotment; and

• (f) the purpose of the issue is to raise $1,066,000 for the accelerated drilling program at Mali on newly identified targets and for the Company’s continued participation in the Bergslagen Joint Venture in Sweden.

Glossary to Notice of General Meeting and Explanatory Memorandum

ASX means ASX Limited ABN 98 008 624 691 and, where the context permits, the Australian Securities Exchange operated by ASX Limited;

Board means the board of Directors of the Company;

Company means Golden Rim Resources Ltd ABN 39 006 710 774;

Constitution means the Company's constitution, as amended from time to time;

Corporations Act means Corporations Act 2001 (Cth);

Director means a Director of the Company;

Explanatory Memorandum means the explanatory memorandum accompanying this Notice;

Listing Rules means the Listing Rules of the ASX;

Meeting means the General Meeting the subject of the Notice of General Meeting.

Notice means the Notice of General Meeting;

Resolution means a resolution proposed pursuant to the Notice; and

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

Page | 5

Proxy Form

GOLDEN RIM RESOURCES LTD

ABN 39 006 710 774

To: The Company Secretary Golden Rim Resources Ltd Level 2, 10 Outram Street WEST PERTH WA 6872

Appointment of Proxy

If appointing a proxy to attend the General Meeting on your behalf, please complete the form and submit it in accordance with the directions on the reverse of the page.

I/We ______________

of ________________

being a shareholder/shareholders of Golden Rim Resources Ltd pursuant to my/our right to appoint not more than two proxies, appoint:



The Chairman of the meeting (mark with an “x”)

or

Write here the name of the person you are appointing if this person is someone other than the Chairman of the meeting.

Write here the name of the person you are appointing as a second proxy (if any).

or failing him/her, (if no proxy is specified above), the Chairman of the meeting, as my/our proxy to vote for me/us and on my/our behalf at the General Meeting to be held at 10.00 am WST on Tuesday, 16 February 2010 at Level 2, 10 Outram Street, West Perth, Western Australia and at any adjournment of that meeting.

This proxy is to be used in respect of ______% of the ordinary shares I/we hold.

Voting directions to your proxy–please markto indicate your directions.	Voting directions to your proxy–please markto indicate your directions.
Resolution	For	Against	Abstain *
1. Ratification of Allotment and Issue of Shares			
2. ProposedIssue ofShares toPAL Technology ServicesLLC			

*If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

Please Sign Here

This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented. Executed in accordance with section 127 of the Corporations Act:

Individual or Shareholder 1 SoleDirector& Sole Company Secretary	Joint Shareholder 2 Director	Joint Shareholder 3 Director/Company Secretary

Dated this ____ day of ______ 2009

Contact Name ____________

Contact Business Telephone / Mobile _______

Proxy Form

ABN 39 006 710 774

GOLDEN RIM RESOURCES LTD

Instructions for Completing Proxy Form

1. Completion of a proxy form will not prevent individual shareholders from attending the General Meeting in person if they wish. Where a shareholder completes and lodges a valid proxy form and attend the General Meeting in person, then the proxy's authority to speak and vote for that shareholder is suspended while the shareholder is present at the General Meeting.

2. A shareholder of the Company entitled to attend and vote is entitled to appoint not more than two proxies. Where more than one proxy is appointed, each proxy must be appointed to represent a specified proportion of the shareholder's voting rights. If the shareholder appoints two proxies and the appointment does not specify this proportion, each proxy may exercise half of the votes.

3. A proxy need not be a shareholder of the Company.

4. If you mark the abstain box for a particular item, you are directing your proxy not to vote on that item on a show of hands or on a poll and that your shares are not to be counted in computing the required majority on a poll.

5. Should any resolution, other than those specified in this Notice, be proposed at the meeting, a proxy may vote on that resolution as they think fit.

6. If a representative of a company shareholder is to attend the Meeting, a properly executed original (or certified copy) of evidence of appointment. The appointment must comply with section 250D of the Corporations Act. The representative should bring to the meeting evidence of his or her appointment to including any authority under which it is signed.

7. If a representative as power of attorney of a shareholder is to attend the meeting, a properly executed original (or certified copy) of the appropriate power of attorney under which they have been authorised should be produced for admission to the General Meeting.

8. Signing Instructions

You must sign this form as follows in the spaces provided:

Individual: Where the holding is in one name, the holder must sign. Joint Holding: Where the holding is in more than one name, all of the shareholders should sign. Power of Attorney: If you are signing under a Power of Attorney, you must lodge an original or certified photocopy of the appropriate Power of Attorney with your completed Proxy Form.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

1. Lodgement of a Proxy

This Proxy Form (and any power of attorney under which it is signed) must be received at the address below not later than 48 hours prior to the commencement of the General Meeting.

Any Proxy Form received after that time will not be valid for the scheduled Meeting.

Hand deliveries: Golden Rim Resources Ltd, Level 2, 10 Outram Street, West Perth, WA 6005, Australia Postal address: Golden Rim Resources Ltd, PO Box 378, West Perth, WA 6872, Australia Fax number: + 61 8 9481 5759